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Commitment Type Delayed Draw Commitment Expiration Date 12/27/20282024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Gainwell Acquisition Corp Reference Rate and Spread S + 4.10% Interest Rate Floor 0.75% Interest Rate 7.77% Maturity Date 10/1/20272025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Pharmalogic Holdings Corp Commitment Type Delayed Draw Commitment Expiration Date 6/21/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Faraday Buyer, LLC Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.33% Maturity Date 10/10/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Highgate Hotels, L.P. Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.83% Maturity Date 11/5/20292024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Trillium FlowControl Commitment Type Revolver Commitment Expiration Date 12/20/20292025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date June 8, 20272025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date January 7, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Consumer Metropolis Technologies Inc. Reference Rate and Spread S + 6.10% Interest Rate Floor 1.00% Interest Rate 10.46% Maturity Date 5/16/20312024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Hotel Equities Group, LLC - Revolving Credit Facility Reference Rate and Spread S + 5.75% Interest Rate Floor 2.00% Interest Rate 10.06% Maturity Date 1/22/20292024-12-310001849894ck0001849894:LoanRepurchaseObligationsMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Sandlot Baseball Borrower Co. Reference Rate and Spread S + 5.75% Interest Rate Floor 1.00% Interest Rate 10.08% Maturity Date 12/27/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals PetVet Care Centers Reference Rate and Spread S + 6.00% Interest Rate Floor 0.75% Interest Rate 10.36% Maturity Date 11/15/20302024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Healthco Investment LTD GBP Reference Rate and Spread SO + 5.75% Interest Rate Floor 0.00% Interest Rate 9.72% Maturity Date 9/9/20322025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt FEG, Inc. Commitment Type Revolver Commitment Expiration Date 5/10/20302024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt RPX Corporation Commitment Type Revolver Commitment Expiration Date 8/2/20302025-12-310001849894ck0001849894:SeriesGNotesMember2025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 11, 20262025-12-310001849894country:GB2025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date May 27, 20262025-12-310001849894ck0001849894:JuneFiveTwoThousandTwentyFourMemberck0001849894:SubscriptionAgreementsMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure K1 Speed Inc. Second Incremental Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.82% Maturity Date 1/2/20292024-01-012024-12-310001849894ck0001849894:DecemberTwentyTwoThousandTwentyFourMember2024-12-270001849894ck0001849894:AdministrationAgreementMember2025-01-012025-12-310001849894ck0001849894:MarchTwentyEightTwoThousandTwentyFourMember2025-01-012025-12-310001849894Foreign Currency Forward Contracts Four - Derivative Counterparty Macquarie Settlement Date July 7, 20262025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Azurite Intermediate Holdings, Inc. Commitment Type Revolver Commitment Expiration Date 3/19/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production Candle Media Co Ltd - Delayed Draw Term Loan Reference Rate and Spread S + 6.10% Interest Rate Floor 0.75% Interest Rate 9.77% (Incl 3.50% PIK) Maturity Date 6/18/20292025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date June 30, 20262025-12-310001849894country:LU2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Retail Xponential Fitness LLC Reference Rate and Spread S + 6.61% Interest Rate Floor 1.00% Interest Rate 11.28% Maturity Date 3/15/20262024-12-310001849894ck0001849894:ServicesBusinessMemberus-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:SecondLienDebtMember2025-12-310001849894Foreign Currency Forward Contracts Six - Derivative Counterparty Macquarie Settlement Date January 6, 20262025-12-310001849894ck0001849894:SeriesBNotesMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Fullsteam Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.11% Maturity Date 8/8/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Telecommunications Maxar Technologies Inc. Reference Rate and Spread S + 5.75% Interest Rate Floor 1.00% Interest Rate 10.08% Maturity Date 5/3/20302024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date July 15, 20272025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC - Incremental Term Loan Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.68% Maturity Date 7/10/20312025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Best Trash LLC Commitment Type Delayed Draw Commitment Expiration Date 7/10/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Containers, Packaging & Glass Confluent Holdings LLC Reference Rate and Spread S + 7.00% Interest Rate Floor 2.00% Interest Rate 11.33% Maturity Date 3/28/20292024-01-012024-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date February 27, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate ALF Finance Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.67% Maturity Date 12/10/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Learnosity - Revolving Credit Facility Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 8.91% Maturity Date 1/15/20312025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Highgate Hotels, L.P. Commitment Type Revolver Commitment Expiration Date 11/3/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Elessent Clean Technologies Inc. - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.31% Maturity Date 11/15/20292024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Confluent Holdings LLC Commitment Type Delayed Draw Commitment Expiration Date 7/2/20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals CareVet LLC - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 2.00% Interest Rate 9.66% Maturity Date 6/18/20292025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:ValuationTechniqueRecentTransactionMembersrt:MinimumMemberck0001849894:PreferredEquityMemberck0001849894:MeasurementInputTransactionPriceMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Clubcorp Holdings Inc. - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.66% Maturity Date 7/10/20322025-12-310001849894ck0001849894:AdministrationAgreementMemberck0001849894:AdministratorMember2023-01-012023-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries MYOB Invest Co Pty Ltd and MYOB US Borrower LLC Reference Rate and Spread B + 5.25% Interest Rate Floor 0.00% Interest Rate 8.94% (Incl 2.75% PIK) Maturity Date 6/6/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Townsend – Revolving Credit Facility Reference Rate and Spread S + 6.50% Interest Rate Floor 1.50% Interest Rate 10.81% Maturity Date 8/1/20292024-12-310001849894srt:AffiliatedEntityMember2024-12-310001849894ck0001849894:SPVIFacilityMember2022-12-160001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Elessent Clean Technologies Inc. - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.66% Maturity Date 11/15/20292025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:FirstLienDebtMember2024-12-3100018498942022-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:ValuationTechniqueRecentTransactionMemberck0001849894:MeasurementInputTransactionPriceMembersrt:MinimumMemberus-gaap:SubordinatedDebtMember2024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Elessent Clean Technologies Inc Commitment Type Revolver Commitment Expiration Date 11/15/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Ethos Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.72% Maturity Date 12/30/20292025-01-012025-12-310001849894ck0001849894:CollateralManagementAgreementMember2023-11-150001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure K1 Speed Inc. incremental Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.73% Maturity Date 1/2/20292024-12-310001849894ck0001849894:HighTechIndustriesMemberus-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:FirstLienDebtMember2024-12-310001849894us-gaap:InvestmentAffiliatedIssuerControlledMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Texas Hydraulics Reference Rate and Spread S + 6.25% Interest Rate Floor 2.00% Interest Rate 9.97% Maturity Date 11/20/20302025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Trillium FlowControl Commitment Type Revolver Commitment Expiration Date 12/20/20292025-01-012025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date January 7, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Alteryx, Inc. Reference Rate and Spread S + 6.00% Interest Rate Floor 0.75% Interest Rate 9.72% Maturity Date 3/19/20312025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Carevet LLC Commitment Type Delayed Draw Commitment Expiration Date 6/18/2026 One2025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date June 8, 20272025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Elessent Clean Technologies Inc Commitment Type Revolver Commitment Expiration Date 11/15/20292024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure K1 Speed Inc. Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.23% Maturity Date 1/2/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Cargo Boasso Global Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 9.34% Maturity Date 7/1/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Vision Purchaser Corp. - Fourth Amended Term Loan Reference Rate and Spread S + 6.35% Interest Rate Floor 1.00% Interest Rate 10.02% Maturity Date 12/10/20262025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date September 30, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense The Nordam Group Inc. Reference Rate and Spread S + 5.60% Interest Rate Floor 0.00% Interest Rate 9.96% Maturity Date 4/9/20262024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Sovereign & Public Finance Cotulla Acquisition Co. - Delayed Draw Term Loan Reference Rate and Spread S +7.00% Interest Rate Floor 1.50% Interest Rate 11.33% Maturity Date 5/3/20292024-12-310001849894us-gaap:RetainedEarningsMember2025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date July 31, 20252024-01-012024-12-310001849894us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001849894:MeasurementInputMarketYieldDiscountRateMemberck0001849894:PreferredEquityMemberck0001849894:ValuationTechniqueMarketYieldAnalysisMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Red Fox CD Acquisition Corp. Commitment Type Delayed Draw Commitment Expiration Date 3/4/20302024-12-310001849894ck0001849894:HighTechIndustriesMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure ClubCorp Holdings Inc. Reference Rate and Spread S + 5.26% Interest Rate Floor 0.00% Interest Rate 9.59% Maturity Date 9/18/20262024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Containers, Packaging & Glass Klockner Pentaplast of America Inc. Reference Rate and Spread S + 4.75% Interest Rate Floor 0.00% Interest Rate 9.72% Maturity Date 2/9/20262024-12-310001849894ck0001849894:SeriesCNotesMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.85% Maturity Date 1/9/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Foundation Risk Partners - Revolving Credit Facility Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.56% Maturity Date 10/29/20292024-01-012024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date July 15, 20272024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable Parfums Holdings Co. - Revolving Credit Facility Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 8.91% Maturity Date 6/27/20292025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Clubcorp Holdings Inc. Commitment Type Revolver Commitment Expiration Date 7/10/20312025-01-012025-12-310001849894country:IE2025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Carevet LLC Commitment Type Revolver Commitment Expiration Date 6/18/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Natural Partners, Inc. Reference Rate and Spread S + 4.65% Interest Rate Floor 1.00% Interest Rate 9.16% Maturity Date 11/29/20272024-12-310001849894ck0001849894:SeptemberTwentySevenTwoThousandTwentyFourMemberck0001849894:SubscriptionAgreementsMember2025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date September 29, 20252024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Disa Holdings Corp. Commitment Type Revolver Commitment Expiration Date 9/9/20282025-01-012025-12-310001849894us-gaap:TransportationSectorMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Fullsteam Commitment Type Revolver Commitment Expiration Date 8/8/20312025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Revolver Commitment Expiration Date 7/1/20282024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Healthco Investment LTD Commitment Type Delayed Draw Commitment Expiration Date 2/19/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.13% (Incl 1.50% PIK) Maturity Date 1/9/20302025-12-310001849894ck0001849894:IndependentPricingServiceOrDirectlyFromIndependentBrokerMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Sky Merger Sub, LLC - Revolving Credit Facility Reference Rate and Spread S + 6.60% Interest Rate Floor 1.50% Interest Rate 10.91% Maturity Date 5/28/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Legends Hospitality Holding Company Reference Rate and Spread S + 5.50% Interest Rate Floor 0.75% Interest Rate 9.23% (Incl 2.75% PIK) Maturity Date 8/22/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure J&J Ventures Gaming LLC Reference Rate and Spread S + 5.11% Interest Rate Floor 0.75% Interest Rate 8.83% Maturity Date 4/26/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Containers, Packaging & Glass Confluent Holdings LLC - Delayed Draw Term Loan Add On Reference Rate and Spread S + 7.00% Interest Rate Floor 2.00% Interest Rate 10.67% Maturity Date 3/28/20292025-12-310001849894us-gaap:FairValueInputsLevel3Memberus-gaap:MeasurementInputPriceVolatilityMembersrt:WeightedAverageMemberck0001849894:PreferredEquityMemberus-gaap:BlackScholesMertonModelMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Natural Partners, Inc. - Revolving Credit Facility Reference Rate and Spread S + 4.65% Interest Rate Floor 1.00% Interest Rate 8.96% Maturity Date 11/29/20272024-01-012024-12-3100018498942021-12-212021-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Natural Partners, Inc. Commitment Type Revolver Commitment Expiration Date 3/15/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business AVSC Holding Corporation Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 9.36% Maturity Date 12/5/20312024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate ALF Finance Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.33% PIK Maturity Date 12/10/20292024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Faraday Buyer, LLC Commitment Type Delayed Draw Commitment Expiration Date 10/10/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Alteryx, Inc. - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 0.75% Interest Rate 9.66% Maturity Date 3/19/20312025-01-012025-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:MediaAdvertisingPrintingAndPublishingMemberck0001849894:FirstLienDebtMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Natural Partners, Inc. Commitment Type Revolver Commitment Expiration Date 11/29/20272024-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date June 30, 20262025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Inframark Commitment Type Delayed Draw Commitment Expiration Date 7/31/20312024-01-012024-12-310001849894ck0001849894:FirstLienDebtMember2025-12-310001849894ck0001849894:SPVIFacilityMember2024-12-310001849894us-gaap:PreferredStockMember2025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Clubcorp Holdings Inc. Commitment Type Delayed Draw Commitment Expiration Date 7/10/20272025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt PetVet Care Centers Commitment Type Delayed Draw Commitment Expiration Date 11/15/20302024-01-012024-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date October 8, 20272025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Highgate Hotels, L.P. Commitment Type Delayed Draw Commitment Expiration Date 12/9/20272025-12-310001849894ck0001849894:FirstLienDebtMember2024-12-310001849894us-gaap:FixedIncomeInterestRateMember2024-01-012024-12-310001849894ck0001849894:ServicesBusinessMember2024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date February 27, 20262025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date October 7, 20262025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Sandlot Baseball Borrower Co. Commitment Type Delayed Draw Commitment Expiration Date 6/5/20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Four Winds Interactive LLC - Revolving Credit Facility Reference Rate and Spread S + 5.75% Interest Rate Floor 0.75% Interest Rate 9.41% Maturity Date 2/20/20302025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date September 8, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Chemicals, Plastics & Rubber Agrofresh - Revolving Credit Facility Reference Rate and Spread S + 5.50% Interest Rate Floor 0.00% Interest Rate 9.32% Maturity Date 3/31/20302025-01-012025-12-310001849894ck0001849894:DerivativeCounterpartyMacquarieMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Highgate Hotels, L.P.- Delayed Draw Term Loan Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.16% Maturity Date 11/3/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Townsend Reference Rate and Spread S + 6.50% Interest Rate Floor 1.50% Interest Rate 10.34% Maturity Date 8/1/20302025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt USA Debusk LLC Commitment Type Delayed Draw Commitment Expiration Date 4/30/20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Containers, Packaging & Glass Confluent Holdings LLC - Delayed Draw Term Loan Add On Reference Rate and Spread S + 7.00% Interest Rate Floor 2.00% Interest Rate 10.67% Maturity Date 3/28/20292025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Azurite Intermediate Holdings, Inc. 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Commitment Type Revolver Commitment Expiration Date 12/27/20282025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date May 27, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Beverage, Food & Tobacco Inspired Pet Nutrition EUR Reference Rate and Spread E + 5.50% Interest Rate Floor 0.75% Interest Rate 7.62% Maturity Date 6/30/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries SMX Group Intermediate Holdings LLC Reference Rate and Spread S + 4.50% Interest Rate Floor 0.00% Interest Rate 8.22% Maturity Date 2/6/20322025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date September 9, 20272025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals CareVet LLC - Term Loan A Reference Rate and Spread S + 6.00% Interest Rate Floor 2.00% Interest Rate 10.33% Maturity Date 6/18/20292024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Four Winds Interactive LLC - Delayed Draw Term Loan Reference Rate and Spread S + 5.75% Interest Rate Floor 0.75% Interest Rate 9.41% Maturity Date 2/20/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Cook & Boardman Group Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.67% Maturity Date 3/4/20302025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt S.A.F.E. 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One Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.36% Maturity Date 06/21/20302024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business RPX Corporation - Incremental Term Loan Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.23% Maturity Date 8/2/20302025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Delayed Draw Commitment Expiration Date 7/1/20282024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business DISA Holdings Corp. - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 9.31% Maturity Date 9/9/20282024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production AVSC Holding Corporation - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.69% Maturity Date 12/5/20292025-01-012025-12-310001849894us-gaap:CommonStockMember2024-12-310001849894ck0001849894:MacquarieBankLimitedMemberck0001849894:RepurchaseObligationsMembersrt:MaximumMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Ardonagh Midco 3 PLC Reference Rate and Spread S + 4.75% Interest Rate Floor 0.50% Interest Rate 9.90% Maturity Date 2/15/20312024-12-310001849894ck0001849894:NovemberSevenTwoThousandTwentyFiveMemberck0001849894:SubscriptionAgreementsMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Four Winds Interactive LLC Reference Rate and Spread S + 5.75% Interest Rate Floor 0.75% Interest Rate 9.42% Maturity Date 2/20/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production AVSC Holding Corporation Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.72% Maturity Date 12/5/20312025-01-012025-12-310001849894us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001849894:MeasurementInputTransactionPriceMemberck0001849894:PreferredEquityMemberck0001849894:ValuationTechniqueRecentTransactionMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Brown & Root Commitment Type Revolver Commitment Expiration Date 10/3/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Cargo Boasso Global - Revolving Credit Facility Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.47% Maturity Date 3/31/20282025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date October 8, 20272025-01-012025-12-310001849894us-gaap:SubordinatedDebtMember2025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 9, 20262025-12-310001849894ck0001849894:SPVIFacilityMemberck0001849894:CreditSpreadAdjustmentMember2022-11-212022-11-210001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Containers, Packaging & Glass Klockner Pentaplast of America Inc. 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Term Loan Reference Rate and Spread S + 7.76% Interest Rate Floor 0.50% Interest Rate 12.42% Maturity Date 10/8/20292024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Beverage, Food & Tobacco Inspired Pet Nutrition EUR Reference Rate and Spread E + 5.50% Interest Rate Floor 0.75% Interest Rate 7.62% Maturity Date 6/30/20302025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Delayed Draw Commitment Expiration Date 2/26/2027 One2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Total Unfunded Commitments2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Beverage, Food & Tobacco LJ Perimeter Buyer, Inc. - Delayed Draw Term Loan Reference Rate and Spread S+ 6.65% Interest Rate Floor 1.00% Interest Rate 10.33% Maturity Date 10/31/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated Second Lien Debt Chemicals, Plastics & Rubber Hexion Holdings Corporation Reference Rate and Spread S + 7.54% Interest Rate Floor 0.50% Interest Rate 11.25% Maturity Date 3/15/20302025-01-012025-12-310001849894us-gaap:RetailMember2024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt CoreWeave Compute Acquisition Co., IV, LLC Commitment Type Delayed Draw Commitment Expiration Date 3/31/20262025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Disa Holdings Corp. Commitment Type Delayed Draw Commitment Expiration Date 9/9/20282024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Legends Hospitality Commitment Type Revolver Commitment Expiration Date 8/22/20302025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date December 11, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Alteryx, Inc. 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Commitment Type Revolver Commitment Expiration Date 12/27/20282025-12-310001849894country:US2025-12-310001849894ck0001849894:AerospaceAndDefenseMemberus-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:FirstLienDebtMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Advertising, Printing & Publishing Southampton FC - Revolving Credit Facility Reference Rate and Spread SO + 6.00% Interest Rate Floor 0.00% Interest Rate 9.98% Maturity Date 9/20/20292025-01-012025-12-310001849894ck0001849894:MarchTwentySevenTwoThousandTwentyFourMemberck0001849894:SubscriptionAgreementsMember2025-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:FirstLienDebtMemberck0001849894:TelecommunicationsMember2024-12-310001849894us-gaap:ForeignExchangeForwardMember2023-01-012023-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production Getty Images Inc. Reference Rate and Spread S + 4.60% Interest Rate Floor 0.00% Interest Rate 8.88% Maturity Date 2/19/20262024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Consumer Vision Purchaser Corp. - Fourth Amended Term Loan Reference Rate and Spread S + 6.50% Interest Rate Floor 1.00% Interest Rate 10.75% Maturity Date 6/10/20262024-01-012024-12-310001849894us-gaap:InvestmentAffiliatedIssuerNoncontrolledMember2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Telecommunications Maxar Technologies Inc. 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One Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.72% Maturity Date 6/21/20302025-01-012025-12-310001849894us-gaap:FairValueInputsLevel2Member2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Faraday Buyer, LLC Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.33% Maturity Date 10/10/20282024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Cargo Boasso Global - Delayed Draw Term Loan Reference Rate and Spread S +4.75% Interest Rate Floor 0.75% Interest Rate 9.34% Maturity Date 7/1/20282024-01-012024-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001849894ck0001849894:SubscriptionFacilityMember2025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date December 29, 20282025-12-310001849894ck0001849894:SeriesCNotesMember2024-12-310001849894us-gaap:FairValueInputsLevel3Membersrt:MinimumMemberck0001849894:ValuationTechniqueRecentTransactionMemberck0001849894:MeasurementInputTransactionPriceMemberus-gaap:WarrantMember2025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date March 29, 20292025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date December 8, 20262025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date February 27, 20262025-01-012025-12-310001849894Foreign Currency Forward Contracts Five - Derivative Counterparty Macquarie Settlement Date July 7, 20272025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:MeasurementInputMarketYieldDiscountRateMemberck0001849894:ValuationTechniqueMarketYieldAnalysisMemberck0001849894:SecondLienDebtMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated Preferred Equity Retail Xponential Fitness LLC - Series A Preferred Stock Interest Rate 6.50% Maturity Date 6/25/20292024-12-310001849894country:US2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Brock Holdings III, LLC Reference Rate and Spread S + 5.75% Interest Rate Floor 0.50% Interest Rate 9.42% Maturity Date 5/1/20302025-12-310001849894ck0001849894:SeriesDNotesMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated Subordinated Debt Healthcare & Pharmaceuticals Solvias AG - Holdco Note Reference Rate and Spread N/A Interest Rate Floor N/A Interest Rate 12.50% PIK Maturity Date 2/27/20332025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Azurite Intermediate Holdings, Inc. Commitment Type Revolver Commitment Expiration Date 3/19/20312024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure J&J Ventures Gaming LLC Reference Rate and Spread S + 5.11% Interest Rate Floor 0.75% Interest Rate 9.47% Maturity Date 4/26/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Chemicals, Plastics & Rubber Agrofresh - Revolving Credit Facility Reference Rate and Spread S + 5.50% Interest Rate Floor 0.00% Interest Rate 9.32% Maturity Date 3/31/20302025-12-310001849894us-gaap:SeriesAPreferredStockMember2023-11-292023-11-290001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. One Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 9.49% Maturity Date 1/9/20302024-01-012024-12-310001849894ck0001849894:BorrowingsBaseLessThan16XCombinedDebtAmountMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:RevolvingCreditFacilityMember2024-12-202024-12-200001849894ck0001849894:ContainersPackagingAndGlassMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Total Unfunded Commitments2025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Four Winds Interactive LLC Commitment Type Revolver Commitment Expiration Date 2/20/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Healthco Investment LTD EUR Reference Rate and Spread E + 5.75% Interest Rate Floor 0.00% Interest Rate 7.85% Maturity Date 9/9/20322025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Cargo Boasso Global - Delayed Draw Term Loan Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.59% Maturity Date 3/31/20282025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt RPX Corporation Commitment Type Revolver Commitment Expiration Date 8/2/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Legends Hospitality Holding Company - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.73% Maturity Date 8/22/20312025-01-012025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date August 27, 20262025-01-012025-12-310001849894us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberck0001849894:ClassBNotesMemberck0001849894:DebtSecuritizationMember2023-11-152023-11-150001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Beverage, Food & Tobacco Inspired Pet Nutrition EUR - Delayed Draw Term Loan Add on Reference Rate and Spread E + 5.50% Interest Rate Floor 0.75% Interest Rate 7.62% Maturity Date 6/30/20302025-01-012025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:FirstLienDebtMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Systems Planning and Analysis, Inc. - Delayed Draw Term Loan Add on Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.44% Maturity Date 8/16/20272025-12-310001849894us-gaap:FairValueInputsLevel3Member2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Hotel Equities Group, LLC - Revolving Credit Facility Reference Rate and Spread S + 5.75% Interest Rate Floor 2.00% Interest Rate 10.06% Maturity Date 1/22/20292024-01-012024-12-310001849894ck0001849894:SecondLienDebtMember2024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 11, 20272025-01-012025-12-310001849894ck0001849894:ConsumerGoodsDurableMember2024-12-310001849894Cash collateral2024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Trillium FlowControl Commitment Type Delayed Draw Commitment Expiration Date 6/20/20262025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Carevet LLC Commitment Type Delayed Draw Commitment Expiration Date 6/18/2026 One2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Legends Hospitality Holding Company Reference Rate and Spread S + 5.50% Interest Rate Floor 0.75% Interest Rate 10.02% (Incl 2.75% PIK) Maturity Date 8/22/20312024-01-012024-12-310001849894us-gaap:PreferredStockMemberck0001849894:ServicesConsumerMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001849894ck0001849894:SixPointOneTwoFivePercentageNotesDueTwoThousandAndThirtyOneMemberck0001849894:TwoThousandThirtyOneNotesMember2025-12-052025-12-050001849894Investments—non-controlled/non-affiliated First Lien Debt Clubcorp Holdings Inc. Commitment Type Revolver Commitment Expiration Date 7/10/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production Candle Media Co Ltd -Delayed Draw Term Loan Reference Rate and Spread S + 6.10% Interest Rate Floor 0.75% Interest Rate 10.43% (Incl 4.00% PIK) Maturity Date 6/18/20272024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Alteryx, Inc. Revolving Credit Facility Reference Rate and Spread S + 6.50% Interest Rate Floor 0.75% Interest Rate 10.81% Maturity Date 3/19/20312024-12-310001849894Foreign Currency Forward Contracts Three - Derivative Counterparty Macquarie Settlement Date September 8, 20262025-01-012025-12-310001849894ck0001849894:BankingFinanceInsuranceAndRealestateMemberus-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:FirstLienDebtMember2025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Systems Planning and Analysis, Inc. Commitment Type Revolver Commitment Expiration Date 8/16/20272025-01-012025-12-310001849894Foreign Currency Forward Contracts Three - Derivative Counterparty Macquarie Settlement Date March 31, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated Second Lien Debt Services: Business Trace3 Inc. 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non-controlled /non-affiliated First Lien Debt Four Winds Interactive LLC Commitment Type Delayed Draw Commitment Expiration Date 2/20/20272025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Four Winds Interactive LLC Commitment Type Revolver Commitment Expiration Date 2/20/20302025-01-012025-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business DISA Holdings Corp. - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.98% Maturity Date 9/9/20282025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date September 29, 20282025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. 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Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.50% Maturity Date 1/31/20292024-01-012024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date June 11, 20262025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt AVSC Holding Corporation Commitment Type Revolver Commitment Expiration Date 12/5/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Advertising, Printing & Publishing Southampton FC Reference Rate and Spread SO + 6.00% Interest Rate Floor 0.00% Interest Rate 9.98% Maturity Date 9/20/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Advertising, Printing & Publishing Patientpoint Reference Rate and Spread S + 5.00% Interest Rate Floor 0.00% Interest Rate 8.67% Maturity Date 10/15/20322025-01-012025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date February 26, 20272025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Sandlot Baseball Borrower Co. Commitment Type Delayed Draw Commitment Expiration Date 6/5/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Foundation Risk Partners - Revolving Credit Facility Incremental Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.56% Maturity Date 10/29/20292024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Learnosity Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 8.92% Maturity Date 1/15/20312025-12-310001849894us-gaap:CommonStockMember2022-12-310001849894Foreign Currency Forward Contracts Four - Derivative Counterparty Macquarie Settlement Date January 7, 20262025-12-310001849894ck0001849894:MayEightTwoThousandTwentyFourMember2024-06-270001849894ck0001849894:SpvIiFacilityMember2023-09-070001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Environmental Industries Inframark Reference Rate and Spread S + 5.50% Interest Rate Floor 0.75% Interest Rate 10.09% (Incl 3.00% PIK) Maturity Date 7/31/20312024-12-310001849894ck0001849894:AdministrationAgreementMemberck0001849894:AdministratorMember2025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt S.A.F.E. Management Commitment Type Delayed Draw Commitment Expiration Date 11/24/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Wholesale DFS Holdings Company, Inc. Reference Rate and Spread S + 7.50% Interest Rate Floor 1.00% Interest Rate 11.17% (Incl 5.00% PIK) Maturity Date 1/31/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Aviation Institute of Maintenance - Delayed Draw Term Loan Reference Rate and Spread S + 7.00% Interest Rate Floor 1.50% Interest Rate 10.67% Maturity Date 5/3/20292025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Systems Planning and Analysis, Inc. 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Commitment Type Revolver Commitment Expiration Date 05/31/20292025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Inframark Commitment Type Delayed Draw Commitment Expiration Date 7/31/20262025-01-012025-12-310001849894Foreign Currency Forward Contracts Three - Derivative Counterparty Macquarie Settlement Date July 7, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 11.06% Maturity Date 1/9/20282024-01-012024-12-310001849894ck0001849894:FirstLienDebtMember2024-12-310001849894ck0001849894:ConstructionAndBuildingMember2024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Frontgrade Technologies Inc. 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non-controlled/non-affiliated First Lien Debt High Tech Industries Watchguard Technologies, Inc. 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Commitment Type Revolver Commitment Expiration Date 5/10/20302025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Hotel Equities Group, LLC Commitment Type Revolver Commitment Expiration Date 1/22/20292025-01-012025-12-3100018498942022-01-012022-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt 7Ridge Investments Commitment Type Delayed Draw Commitment Expiration Date 7/7/20262025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Best Trash LLC Commitment Type Delayed Draw Commitment Expiration Date 7/10/20312024-01-012024-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:MeasurementInputTransactionPriceMemberck0001849894:ValuationTechniqueRecentTransactionMemberus-gaap:SubordinatedDebtMembersrt:MaximumMember2024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 31, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated Preferred Equity Services: Consumer Metropolis Technologies Inc. - Class A Preferred Stock Interest Rate 16.00% (Incl 11.00% PIK) Maturity Date 2/13/20342024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date July 7, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure K1 Speed Inc. Second Incremental Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.15% Maturity Date 1/2/20292025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date July 7, 20262025-01-012025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date July 31, 20252024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Revolver Commitment Expiration Date 10/29/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals CareVet LLC - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 2.00% Interest Rate 10.31% Maturity Date 6/18/20292024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Revolver One Commitment Expiration Date 10/29/20292024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt S.A.F.E. Management Commitment Type Revolver Commitment Expiration Date 11/24/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. - Incremental Term Loan Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.13% (Incl 1.50% PIK) Maturity Date 1/9/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Systems Planning and Analysis, Inc. - Delayed Draw Term Loan Add on 2 Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.42% Maturity Date 8/16/20272025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date March 9, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Highgate Hotels, L.P. - Revolving Credit Facility Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.81% Maturity Date 11/3/20292024-01-012024-12-310001849894ck0001849894:ConsumerGoodsNonDurableMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business SurveyMonkey Global Inc. Reference Rate and Spread S + 5.75% Interest Rate Floor 1.00% Interest Rate 9.42% Maturity Date 5/31/20302025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date January 6, 20262025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Carevet LLC Commitment Type Delayed Draw Commitment Expiration Date 6/18/20262025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Cadogan Tate Commitment Type Delayed Draw Commitment Expiration Date 10/31/20262025-12-310001849894ck0001849894:TwoThousandThirtyNotesMember2025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Parfums Holding Co Inc Commitment Type Revolver Commitment Expiration Date 6/27/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. - Incremental Term Loan 3 Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.94% Maturity Date 1/9/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Highgate Hotels, L.P. Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.83% Maturity Date 11/5/20292024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date June 30, 20272025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer FEG, Inc. - Revolving Credit Facility Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.41% Maturity Date 5/10/20302025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt S.A.F.E. Management Commitment Type Capital Commitment Commitment Expiration Date 11/24/20312025-12-310001849894Foreign Currency Forward Contracts Four - Derivative Counterparty Macquarie Settlement Date July 7, 20272025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Disa Holdings Corp. Commitment Type Delayed Draw Commitment Expiration Date 9/9/20282024-12-3100018498942023-01-012023-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Inframark Commitment Type Delayed Draw Commitment Expiration Date 7/31/20262025-12-310001849894srt:MinimumMemberck0001849894:NotePurchaseAgreementIIMember2025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date September 8, 20272025-01-012025-12-310001849894Foreign Currency Forward Contracts Five - Derivative Counterparty Macquarie Settlement Date July 7, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Gainwell Acquisition Corp Reference Rate and Spread S + 4.10% Interest Rate Floor 0.75% Interest Rate 8.43% Maturity Date 10/1/20272024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated Common Equity Services: Business S.A.F.E. Management Equity Interest Rate 0.00% Maturity Date 11/24/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.42% Maturity Date 7/10/20312025-12-310001849894ck0001849894:SeriesGNotesMember2024-11-200001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Cargo Boasso Global Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.59% Maturity Date 3/31/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC – Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.31% Maturity Date 7/10/20312024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure AmerSpirit FL LLC - Delayed Draw Term Loan Reference Rate and Spread S + 4.75% Interest Rate Floor 3.00% Interest Rate 8.42% Maturity Date 8/15/20302025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Delayed Draw Commitment Expiration Date 7/1/2028 One2024-01-012024-12-310001849894Total Unfunded Commitments2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Pharmalogic Holdings Corp. 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Management Commitment Type Capital Commitment Commitment Expiration Date 11/24/20312025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Revolver Commitment Expiration Date 10/29/20292024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Great Day Improvements LLC Reference Rate and Spread S + 5.76% Interest Rate Floor 1.50% Interest Rate 10.01% Maturity Date 6/13/20302024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Frontgrade Technologies Inc. Commitment Type Revolver Commitment Expiration Date 1/9/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Pharmalogic Holdings Corp. - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.72% Maturity Date 6/21/20302025-01-012025-12-310001849894us-gaap:SubordinatedDebtMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Consumer Vision Purchaser Corp. Reference Rate and Spread S + 6.50% Interest Rate Floor 1.00% Interest Rate 10.75% Maturity Date 6/10/20262024-12-310001849894ck0001849894:SeriesBNotesMember2024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date August 27, 20262025-01-012025-12-310001849894ck0001849894:MayTwelveTwoThousandTwentyFiveMember2025-06-270001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC – Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.33% Maturity Date 7/10/20312024-12-3100018498942026-03-250001849894ck0001849894:InterestRateSwapOneMemberck0001849894:SeriesFNotesMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable Parfums Holdings Co. 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Reference Rate and Spread S + 5.00% Interest Rate Floor 2.00% Interest Rate 9.52% Maturity Date 8/31/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC – Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.33% Maturity Date 7/10/20312024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable Parfums Holdings Co Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 9.58% Maturity Date 6/27/20302024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business USA Debusk LLC Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.61% Maturity Date 4/30/20312024-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date July 7, 20272025-12-310001849894ck0001849894:SPVIFacilityMember2025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Boasso Global Commitment Type Revolver Commitment Expiration Date 7/1/20262025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Disa Holdings Corp. Commitment Type Revolver Commitment Expiration Date 9/9/20282025-01-012025-12-310001849894Interest rate swap2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Spartan College LLC Reference Rate and Spread S + 8.00% Interest Rate Floor 1.50% Interest Rate 11.67% Maturity Date 3/25/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer FEG, Inc. 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Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.67% Maturity Date 7/10/20322025-12-310001849894Investments Investments - non-controlled/non-affiliated Second Lien Debt Chemicals, Plastics & Rubber Hexion Holdings Corporation Reference Rate and Spread S + 7.54% Interest Rate Floor 0.50% Interest Rate 11.89% Maturity Date 3/15/20302024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date July 15, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business ASC Engineered Solutions Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.59% Maturity Date 7/10/20312025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Disa Holdings Corp. Commitment Type Delayed Draw Commitment Expiration Date 3/1/20262025-12-310001849894ck0001849894:SeriesCNotesMember2024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt AVSC Holding Corporation Commitment Type Revolver Commitment Expiration Date 12/5/20292025-01-012025-12-310001849894us-gaap:FairValueInputsLevel1Memberus-gaap:CashAndCashEquivalentsMember2024-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Best Trash LLC Commitment Type Revolver Commitment Expiration Date 7/10/20312024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Systems Planning and Analysis, Inc. Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.28% Maturity Date 8/16/20272024-12-310001849894ck0001849894:MarchEightTwoThousandTwentyThreeMemberck0001849894:SubscriptionAgreementsMember2025-01-012025-12-3100018498942025-10-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries CoreWeave - Delayed Draw Term Loan Reference Rate and Spread S + 6.00% Interest Rate Floor 0.00% Interest Rate 9.87% Maturity Date 8/26/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business DISA Holdings Corp. - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.98% Maturity Date 9/9/20282025-01-012025-12-310001849894ck0001849894:SixPointOneTwoFivePercentageNotesDueTwoThousandAndThirtyOneMember2025-12-050001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Pharmalogic Holdings Corp. One Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.36% Maturity Date 06/21/20302024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Aviation Institute of Maintenance - Delayed Draw Term Loan Reference Rate and Spread S + 7.00% Interest Rate Floor 1.50% Interest Rate 10.67% Maturity Date 5/3/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Consumer Beacon Mobility Corp. 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Management Commitment Type Revolver Commitment Expiration Date 11/24/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals LSCS Holdings Inc. Reference Rate and Spread S + 4.50% Interest Rate Floor 0.00% Interest Rate 8.17% Maturity Date 2/23/20322025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. 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Management Commitment Type Delayed Draw Commitment Expiration Date 5/24/20272025-01-012025-12-310001849894ck0001849894:DecemberTwentyNineTwoThousandTwentyThreeMemberck0001849894:SubscriptionAgreementsMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated Second Lien Debt Services: Business DISA Holdings Corp. Reference Rate and Spread S + 8.50% Interest Rate Floor 2.50% Interest Rate 12.38% (Incl 2.00% PIK) Maturity Date 3/9/20292025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien AmerSpirit FL LLC Commitment Type Delayed Draw Commitment Expiration Date 8/15/20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Frontgrade Technologies Inc. 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Commitment Type Revolver Commitment Expiration Date 5/3/20292025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Trillium FlowControl Commitment Type Revolver Commitment Expiration Date 12/20/20292025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Healthco Investment LTD Commitment Type Delayed Draw Commitment Expiration Date 2/19/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Onbe Inc. Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.22% Maturity Date 7/25/20312025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Best Trash LLC Commitment Type Revolver Commitment Expiration Date 7/10/20312025-12-310001849894ck0001849894:HighTechIndustriesMember2025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Pharmalogic Holdings Corp Commitment Type Delayed Draw Commitment Expiration Date 6/21/20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Systems Planning and Analysis, Inc. - Delayed Draw Term Loan A Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.28% Maturity Date 8/16/20272024-12-310001849894us-gaap:VariableIncomeInterestRateMember2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production Townsquare Media Inc. Reference Rate and Spread S + 5.00% Interest Rate Floor 0.50% Interest Rate 8.88% Maturity Date 2/13/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Trillium FlowControl - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.66% Maturity Date 12/20/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals PetVet Care Centers Reference Rate and Spread S + 6.00% Interest Rate Floor 0.75% Interest Rate 9.72% Maturity Date 11/15/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Faraday Buyer, LLC - Delayed Draw Term Loan Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.31% Maturity Date 10/10/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals PetVet Care Centers - Delayed Draw Term Loan Reference Rate and Spread S + 6.00% Interest Rate Floor 0.75% Interest Rate 10.31% Maturity Date 11/15/20302024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Revolver Commitment Expiration Date 10/29/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated Preferred Equity Services: Consumer Metropolis Technologies Inc. - Warrant Maturity Date 5/16/20342025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Natural Partners, Inc. Reference Rate and Spread S + 4.65% Interest Rate Floor 1.00% Interest Rate 9.16% Maturity Date 11/29/20272024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Delayed Draw Commitment Expiration Date 7/1/2028 One2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production Candle Media Co Ltd Reference Rate and Spread S + 6.10% Interest Rate Floor 0.75% Interest Rate 9.77% (Incl 3.50% PIK) Maturity Date 6/18/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Telecommunications Ligado Networks LLC - DIP Facility - Backstop Incremental Reference Rate and Spread N/A Interest Rate Floor N/A Interest Rate 17.50% PIK Maturity Date 12/31/20262025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Best Trash LLC Commitment Type Delayed Draw Commitment Expiration Date 07/10/20312024-01-012024-12-310001849894ck0001849894:JulyTenTwoThousandTwentyFourMemberck0001849894:SubscriptionAgreementsMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC - Delayed Draw Term Loan Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.47% Maturity Date 7/10/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Healthco Investment LTD- Delayed Draw Term Loan GBP Reference Rate and Spread SO + 5.75% Interest Rate Floor 0.00% Interest Rate 9.79% Maturity Date 9/9/20322025-12-310001849894us-gaap:FairValueInputsLevel3Member2024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Four Winds Interactive LLC Commitment Type Delayed Draw Commitment Expiration Date 2/20/20272025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date June 8, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Spartan College LLC - Delayed Draw Term Loan Reference Rate and Spread S + 8.00% Interest Rate Floor 1.50% Interest Rate 11.67% Maturity Date 3/25/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Broadcasting & Subscription E.W. Scripps Reference Rate and Spread S + 2.68% Interest Rate Floor 0.75% Interest Rate 7.03% Maturity Date 5/1/20262024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated Second Lien Debt Chemicals, Plastics & Rubber Hexion Holdings Corporation Reference Rate and Spread S + 7.54% Interest Rate Floor 0.50% Interest Rate 11.89% Maturity Date 3/15/20302024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Sky Merger Sub, LLC Commitment Type Revolver Commitment Expiration Date 5/28/20292025-12-310001849894us-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMemberus-gaap:PreferredStockMemberck0001849894:DebtSecuritizationMember2023-11-150001849894Investments—non-controlled/non-affiliated First Lien Debt AVSC Holding Corporation Commitment Type Revolver Commitment Expiration Date 12/5/20292024-12-310001849894ck0001849894:FirstLienDebtMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Beverage, Food & Tobacco LJ Perimeter Buyer, Inc. Reference Rate and Spread S+ 6.65% Interest Rate Floor 1.00% Interest Rate 10.49% Maturity Date 10/31/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Faraday Buyer, LLC - Delayed Draw Term Loan Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.31% Maturity Date 10/10/20282024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Cadogan Tate Commitment Type Revolver Commitment Expiration Date 10/31/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Consumer FEG, Inc. Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 9.61% Maturity Date 5/10/20302024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure ClubCorp Holdings Inc. Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.67% Maturity Date 7/10/20322025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 8, 20272025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Sky Merger Sub, LLC Reference Rate and Spread S + 6.60% Interest Rate Floor 1.50% Interest Rate 10.42% Maturity Date 5/28/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Travelport Finance (Luxembourg) S.A.R.L Reference Rate and Spread S + 7.26% Interest Rate Floor 1.00% Interest Rate 11.25% (Incl 1.25% PIK) Maturity Date 9/30/20282025-01-012025-12-310001849894Total Hedge Accounting Swaps2025-01-012025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:MeasurementInputMarketYieldDiscountRateMembersrt:MinimumMemberck0001849894:PreferredEquityMemberck0001849894:ValuationTechniqueMarketYieldAnalysisMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated Second Lien Debt Services: Business DISA Holdings Corp. Reference Rate and Spread S + 8.50% Interest Rate Floor 2.50% Interest Rate 12.99% ( Incl 2.00% PIK) Maturity Date 3/9/20292024-12-310001849894ck0001849894:EnvironmentalIndustriesMember2024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Confluent Holdings LLC Commitment Type Delayed Draw Commitment Expiration Date 3/28/20292024-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:MeasurementInputMarketYieldDiscountRateMemberck0001849894:ValuationTechniqueMarketYieldAnalysisMemberck0001849894:FirstLienDebtMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt USA Debusk LLC Commitment Type Revolver Commitment Expiration Date 4/30/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business S.A.F.E. Management - Delayed Draw Term Loan C Reference Rate and Spread S + 4.75% Interest Rate Floor 0.00% Interest Rate 8.41% Maturity Date 11/24/20312025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Trillium FlowControl Commitment Type Revolver Commitment Expiration Date 12/20/20292025-12-310001849894us-gaap:PreferredStockMember2023-01-012023-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure K1 Speed Inc. Incremental Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.23% Maturity Date 1/2/20292025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date July 14, 20282025-12-310001849894us-gaap:CommonStockMember2023-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Carevet LLC Commitment Type Delayed Draw Commitment Expiration Date 6/18/2029 One2024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt CoreWeave Compute Acquisition Co., IV, LLC Commitment Type Delayed Draw Commitment Expiration Date 3/31/20262025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date December 31, 20262025-01-012025-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMember2023-01-012023-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date May 27, 20262025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Agrofresh Commitment Type Revolver Commitment Expiration Date 3/31/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC Reference Rate and Spread S + 5.00% Interest Rate Floor 1% Interest Rate 9.33% Maturity Date 7/10/20312024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business USA Debusk LLC – Revolving Credit Facility Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.61% Maturity Date 4/30/20302024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Solvias AG Commitment Type Revolver Commitment Expiration Date 2/27/20302025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date June 30, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Neptune Platform Buyer, LLC - Delayed Draw Term Loan Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.58% Maturity Date 1/19/20312024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Solvias AG Reference Rate and Spread SA + 5.50% Interest Rate Floor 0.75% Interest Rate 6.25% Maturity Date 2/27/20322025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Townsend Reference Rate and Spread S + 6.50% Interest Rate Floor 1.50% Interest Rate 11.09% Maturity Date 8/1/20302024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Disa Holdings Corp. Commitment Type Revolver Commitment Expiration Date 9/9/20282025-12-310001849894ck0001849894:LoanRepurchaseObligationsMember2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Elessent Clean Technologies Inc. - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.31% Maturity Date 11/15/20292024-01-012024-12-310001849894ck0001849894:EquityAndOtherInvestmentsMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Ethos Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.72% Maturity Date 12/30/20292025-12-310001849894us-gaap:MoneyMarketFundsMember2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate 7Ridge Investments - Delayed Draw Term Loan Reference Rate and Spread S + 8.00% Interest Rate Floor 1.00% Interest Rate 11.67% Maturity Date 7/7/20282025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Legends Hospitality Holding Company - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.73% Maturity Date 8/22/20302025-01-012025-12-310001849894ck0001849894:MacquarieBankLimitedMemberck0001849894:RepurchaseObligationsMemberck0001849894:ThreeMonthSecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Cook & Boardman Group - Delayed Draw Term Loan Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.68% Maturity Date 3/4/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Gainwell Acquisition Corp Reference Rate and Spread S + 4.10% Interest Rate Floor 0.75% Interest Rate 7.77% Maturity Date 10/1/20272025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Highgate Hotels, L.P. Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.17% Maturity Date 11/5/20292025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Highgate Hotels, L.P. Commitment Type Revolver Commitment Expiration Date 11/3/20292025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Trillium FlowControl Commitment Type Revolver Commitment Expiration Date 12/20/20292024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Cadogan Tate Commitment Type Revolver Commitment Expiration Date 10/31/20312025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date January 7, 20262025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt S.A.F.E. Management Commitment Type Capital Commitment Commitment Expiration Date 11/24/20312025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date September 30, 20272025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Pharmalogic Holdings Corp Commitment Type Delayed Draw Commitment Expiration Date 6/21/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business USA Debusk LLC - Delayed Draw Term Loan Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.12% Maturity Date 4/30/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Townsend - Revolving Credit Facility Reference Rate and Spread S + 6.50% Interest Rate Floor 1.50% Interest Rate 10.16% Maturity Date 8/1/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Solvias AG Reference Rate and Spread SA + 5.50% Interest Rate Floor 0.75% Interest Rate 6.25% Maturity Date 2/27/20322025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Sovereign & Public Finance Cotulla Acquisition Co. - Delayed Draw Term Loan Reference Rate and Spread S +7.00% Interest Rate Floor 1.50% Interest Rate 11.33% Maturity Date 5/3/20292024-01-012024-12-310001849894us-gaap:FairValueInputsLevel3Memberus-gaap:SubordinatedDebtMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Elessent Clean Technologies Inc. - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.66% Maturity Date 11/15/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Advertising, Printing & Publishing Patientpoint Reference Rate and Spread S + 5.00% Interest Rate Floor 0.00% Interest Rate 8.67% Maturity Date 10/15/20322025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production Candle Media Co Ltd Reference Rate and Spread S + 6.10% Interest Rate Floor 0.75% Interest Rate 9.77% (Incl 3.50% PIK) Maturity Date 6/18/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Broadcasting & Subscription Sheffield United F.C. Interest Rate 10.70% Maturity Date 5/22/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals CareVet LLC - Term Loan A Reference Rate and Spread S + 6.00% Interest Rate Floor 2.00% Interest Rate 10.33% Maturity Date 6/18/20292024-01-012024-12-310001849894Foreign Currency Forward Contracts Three - Derivative Counterparty Macquarie Settlement Date January 7, 20262025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date August 27, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated Preferred Equity Services: Consumer Metropolis Technologies Inc. - Class D Preferred Stock Interest Rate 0.00%2025-12-310001849894country:IE2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Elessent Clean Technologies Inc. Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.40% Maturity Date 11/15/20292024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Agrofresh Commitment Type Revolver Commitment Expiration Date 3/31/20292025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:ValuationTechniqueRecentTransactionMembersrt:MinimumMemberck0001849894:MeasurementInputTransactionPriceMemberck0001849894:FirstLienDebtMember2024-12-310001849894Foreign Currency Forward Contracts Three - Derivative Counterparty Macquarie Settlement Date January 7, 20272025-12-310001849894Investments Investments - non-controlled/non-affiliated Preferred Equity Services: Consumer Metropolis Technologies Inc. - Class B Preferred Stock Interest Rate 17.5% PIK Maturity Date 5/16/20342025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Texas Hydraulics Reference Rate and Spread S + 6.25% Interest Rate Floor 2.00% Interest Rate 10.61% Maturity Date 11/20/20302024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Consumer FEG, Inc. Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 9.61% Maturity Date 5/10/20302024-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date September 9, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Trillium FlowControl Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 9.60% Maturity Date 12/20/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Hotel Equities Group, LLC Reference Rate and Spread S + 5.75% Interest Rate Floor 2.00% Interest Rate 10.38% Maturity Date 1/22/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Learnosity Reference Rate and Spread S + 5.25% Interest Rate Floor 1.00% Interest Rate 8.92% Maturity Date 1/15/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Vision Purchaser Corp. - Incremental Term Loan Reference Rate and Spread S + 6.35% Interest Rate Floor 1.00% Interest Rate 10.02% Maturity Date 12/10/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Townsend - Revolving Credit Facility Reference Rate and Spread S + 6.50% Interest Rate Floor 1.50% Interest Rate 10.16% Maturity Date 8/1/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Hotel Equities Group, LLC - Revolving Credit Facility Reference Rate and Spread S + 5.75% Interest Rate Floor 2.00% Interest Rate 9.59% Maturity Date 1/22/20292025-01-012025-12-310001849894Interest rate swap two2025-01-012025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date March 18, 20262025-12-310001849894ck0001849894:CapitalEquipmentMember2024-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:CapitalEquipmentMemberck0001849894:FirstLienDebtMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Advertising, Printing & Publishing Sheffield United F.C. Interest Rate 10.70% Maturity Date 7/22/20262024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Cargo Boasso Global - Revolving Credit Facility Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.47% Maturity Date 3/31/20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business S.A.F.E. Management - Revolving Credit Facility Reference Rate and Spread S + 4.75% Interest Rate Floor 0.00% Interest Rate 8.63% Maturity Date 11/24/20312025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Carevet LLC Commitment Type Revolver Commitment Expiration Date 6/18/20292025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Highgate Hotels, L.P. Commitment Type Delayed Draw Commitment Expiration Date 12/9/20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries SMX Group Intermediate Holdings LLC Reference Rate and Spread S + 4.50% Interest Rate Floor 0.00% Interest Rate 8.22% Maturity Date 2/6/20322025-01-012025-12-310001849894Foreign Currency Forward Contracts Four - Derivative Counterparty Macquarie Settlement Date July 7, 20262025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date March 31, 20262025-12-3100018498942025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt USA Debusk LLC Commitment Type Delayed Draw Commitment Expiration Date 4/30/20312024-12-310001849894ck0001849894:DecemberTwentyNineTwoThousandTwentyTwoMemberck0001849894:SubscriptionAgreementsMember2025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt S.A.F.E. Management Commitment Type Delayed Draw Commitment Expiration Date 2/24/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Foundation Risk Partners Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.42% Maturity Date 10/29/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business DISA Holdings Corp. - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 8.98% Maturity Date 9/9/20282025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Brock Holdings III, LLC Reference Rate and Spread S + 6.00% Interest Rate Floor 0.50% Interest Rate 10.33% Maturity Date 5/1/20302024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business S.A.F.E. Management - Delayed Draw Term Loan C Reference Rate and Spread S + 4.75% Interest Rate Floor 0.00% Interest Rate 8.41% Maturity Date 11/24/20312025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date April 7, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Foundation Risk Partners - Delayed Draw Term Loan Second Incremental Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.62% Maturity Date 10/29/20302025-12-310001849894us-gaap:SubordinatedDebtMemberus-gaap:InvestmentUnaffiliatedIssuerMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Carevet LLC Commitment Type Revolver Commitment Expiration Date 6/18/20292025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Red Fox CD Acquisition Corp. 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Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.72% Maturity Date 6/21/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Natural Partners, Inc. Reference Rate and Spread S + 4.50% Interest Rate Floor 1.00% Interest Rate 8.32% Maturity Date 11/29/20302025-12-310001849894ck0001849894:TransportationConsumerMember2025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Natural Partners, Inc. Commitment Type Revolver Commitment Expiration Date 3/15/20282025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date December 31, 20252024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Sovereign & Public Finance Cotulla Acquisition Co. 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Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.42% Maturity Date 8/16/20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Systems Planning and Analysis, Inc. - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 10.25% Maturity Date 8/16/20272024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Wholesale DFS Holdings Company, Inc. - Delayed Draw Term Loan Reference Rate and Spread S + 7.50% Interest Rate Floor 1.00% Interest Rate 11.17% (Incl 5.00% PIK) Maturity Date 1/31/20292025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Legends Hospitality Commitment Type Delayed Draw Commitment Expiration Date 8/22/20312024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Wholesale DFS Holdings Company, Inc. Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.50% Maturity Date 1/31/20292024-12-310001849894Interest rate swap2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Automotive Titan Purchaser, Inc. Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 9.34% Maturity Date 3/1/20302024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Sandlot Baseball Borrower Co. Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.67% Maturity Date 12/27/20282025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Alteryx, Inc. 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Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.61% Maturity Date 3/31/20292024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt S.A.F.E. Management Commitment Type Delayed Draw Commitment Expiration Date 11/24/20282025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date February 27, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Broadcasting & Subscription E.W. Scripps Interest Rate 5.88% Maturity Date 7/15/20272024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries TIC Bidco LTD - Delayed Draw Term Loan Reference Rate and Spread SO + 5.00% Interest Rate Floor 0.00% Interest Rate 9.70% Maturity Date 6/16/20312024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Chemicals, Plastics & Rubber TPC Group, Inc. Reference Rate and Spread S + 5.75% Interest Rate Floor 0.00% Interest Rate 10.11% Maturity Date 11/24/20312024-01-012024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Revolver Commitment Expiration Date 10/29/20292025-12-310001849894ck0001849894:SeriesGNotesMember2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable Valeron Group, LLC Reference Rate and Spread S + 5.50% Interest Rate Floor 0.00% Interest Rate 9.23% Maturity Date 10/18/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.42% Maturity Date 7/10/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure AmerSpirit FL LLC Reference Rate and Spread S + 4.75% Interest Rate Floor 3.00% Interest Rate 8.42% Maturity Date 8/15/20302025-01-012025-12-310001849894ck0001849894:NovemberFourTwoThousandTwentyFourMember2024-12-270001849894ck0001849894:TwoThousandThirtyOneNotesMember2025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Clubcorp Holdings Inc. Commitment Type Revolver Commitment Expiration Date 7/10/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable Valeron Group, LLC Reference Rate and Spread S + 5.50% Interest Rate Floor 0.00% Interest Rate 9.93% Maturity Date 10/18/20312024-01-012024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 19, 20252024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Solvias AG Commitment Type Revolver Commitment Expiration Date 2/27/20302025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Learnosity Commitment Type Revolver Commitment Expiration Date 1/15/20312025-01-012025-12-310001849894ck0001849894:SPVIFacilityMember2025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Revolver Commitment Expiration Date 7/1/20282024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business AVSC Holding Corporation - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 9.33% Maturity Date 12/5/20292024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals CareVet LLC - Term Loan A Reference Rate and Spread S + 6.00% Interest Rate Floor 2.00% Interest Rate 9.67% Maturity Date 6/18/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business SurveyMonkey Global Inc. – Revolving Credit Facility Reference Rate and Spread S + 5.75% Interest Rate Floor 1% Interest Rate 10.06% Maturity Date 5/31/20292024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Best Trash LLC Commitment Type Delayed Draw Commitment Expiration Date 10/10/20262025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt DFS Holding Company Commitment Type Delayed Draw Commitment Expiration Date 1/31/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Sky Merger Sub, LLC - Delayed Draw Term Loan Reference Rate and Spread S + 6.60% Interest Rate Floor 1.50% Interest Rate 10.26% Maturity Date 5/28/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Containers, Packaging & Glass Cadogan Tate - Delayed Draw Term Loan Reference Rate and Spread S + 5.75% Interest Rate Floor 0.00% Interest Rate 10.06% Maturity Date 10/31/20312024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business RPX Corporation Reference Rate and Spread S + 5.50% Interest Rate Floor 1% Interest Rate 10.02% Maturity Date 8/2/20302024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Automotive Titan Purchaser, Inc. Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.32% Maturity Date 3/1/20302024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Frontgrade Technologies Inc. Commitment Type Revolver Commitment Expiration Date 1/9/20282025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Beverage, Food & Tobacco Inspired Pet Nutrition EUR - Delayed Draw Term Loan Reference Rate and Spread E + 5.50% Interest Rate Floor 0.75% Interest Rate 7.62% Maturity Date 6/30/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Brown & Root Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.67% Maturity Date 10/3/20302025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable Valeron Group, LLC Reference Rate and Spread S + 5.50% Interest Rate Floor 0.00% Interest Rate 9.93% Maturity Date 10/18/20312024-12-310001849894ck0001849894:EquityAndOtherInvestmentsMember2024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Parfums Holding Co Inc Commitment Type Revolver Commitment Expiration Date 6/27/20292025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Inspired Pet Nutrition Commitment Type Delayed Draw Commitment Expiration Date 9/1/20282025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date March 8, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Four Winds Interactive LLC Reference Rate and Spread S + 5.75% Interest Rate Floor 0.75% Interest Rate 9.42% Maturity Date 2/20/20302025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 31, 20282025-01-012025-12-310001849894us-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:AerospaceAndDefenseMemberck0001849894:FirstLienDebtMember2024-12-310001849894ck0001849894:ConsumerGoodsNonDurableMemberus-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:FirstLienDebtMember2024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Clubcorp Holdings Inc. Commitment Type Delayed Draw Commitment Expiration Date 7/10/20272025-01-012025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date July 7, 20272025-12-310001849894ck0001849894:MediaDiversifiedAndProductionMember2024-12-310001849894ck0001849894:SubscriptionFacilityMember2021-12-212021-12-210001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Environmental Industries Inframark - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 9.36% Maturity Date 7/31/20312024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries Alteryx, Inc. Revolving Credit Facility Reference Rate and Spread S + 6.50% Interest Rate Floor 0.75% Interest Rate 10.81% Maturity Date 3/19/20312024-01-012024-12-310001849894country:CH2025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:MeasurementInputMarketYieldDiscountRateMemberck0001849894:PreferredEquityMemberck0001849894:ValuationTechniqueMarketYieldAnalysisMember2024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Revolver Commitment Expiration Date 7/1/20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure K1 Speed Inc. - Delayed Draw Term Loan Reference Rate and Spread S + 6.25% Interest Rate Floor 1.00% Interest Rate 10.89% Maturity Date 1/2/20292024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 11, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Telecommunications Innovate Corp. Interest Rate 8.50% Maturity Date 2/1/20262024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate ALF Finance - Delayed Draw Term Loan Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.33% PIK Maturity Date 12/10/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Capital Equipment Trillium FlowControl - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.66% Maturity Date 12/20/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Pharmalogic Holdings Corp. Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.36% Maturity Date 06/21/20302024-01-012024-12-310001849894country:US2024-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date September 30, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate ALF Finance - Incremental Term Loan Reference Rate and Spread S +6.00% Interest Rate Floor 1.00% Interest Rate 9.67% Maturity Date 12/10/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals CareVet LLC - Revolving Credit Facility Reference Rate and Spread S + 6.00% Interest Rate Floor 2.00% Interest Rate 10.31% Maturity Date 6/18/20292024-12-310001849894ck0001849894:SixPointOneTwoFivePercentageNotesDueTwoThousandAndThirtyOneMemberck0001849894:TwoThousandThirtyOneNotesMember2025-12-050001849894Investments—non-controlled/non-affiliated First Lien Debt Cadogan Tate Commitment Type Revolver Commitment Expiration Date 10/31/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Cook & Boardman Group Reference Rate and Spread S + 6.00% Interest Rate Floor 1.00% Interest Rate 10.33% Maturity Date 3/4/20302024-01-012024-12-310001849894us-gaap:CollateralizedLoanObligationsMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated Preferred Equity Banking, Finance, Insurance & Real Estate Accession Risk Management - Preferred Stock Interest Rate 13.25% PIK Maturity Date 8/15/20332024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Azurite Intermediate Holdings, Inc. Commitment Type Revolver Commitment Expiration Date 3/19/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals St. Croix - Revolving Credit Facility Reference Rate and Spread S + 4.50% Interest Rate Floor 0.50% Interest Rate 8.16% Maturity Date 10/24/20322025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date October 7, 20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business USA Debusk LLC – Delayed Draw Term Loan Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.89% Maturity Date 4/30/20312024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Legends Hospitality Commitment Type Revolver Commitment Expiration Date 8/22/20312024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Containers, Packaging & Glass Confluent Holdings LLC - Delayed Draw Term Loan Reference Rate and Spread S + 7.00% Interest Rate Floor 2.00% Interest Rate 10.67% Maturity Date 3/28/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Durable Victra Finance Corp. Reference Rate and Spread S + 5.25% Interest Rate Floor 0.75% Interest Rate 9.61% Maturity Date 3/31/20292024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business SurveyMonkey Global Inc. – Revolving Credit Facility Reference Rate and Spread S + 5.75% Interest Rate Floor 1% Interest Rate 10.06% Maturity Date 5/31/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business S.A.F.E. Management - Delayed Draw Term Loan A Reference Rate and Spread S + 4.75% Interest Rate Floor 0.00% Interest Rate 8.41% Maturity Date 11/24/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt High Tech Industries CoreWeave - Delayed Draw Term Loan Reference Rate and Spread S + 6.00% Interest Rate Floor 0.00% Interest Rate 9.87% Maturity Date 8/26/20302025-01-012025-12-310001849894us-gaap:FairValueInputsLevel3Memberck0001849894:ValuationTechniqueRecentTransactionMemberck0001849894:MeasurementInputTransactionPriceMemberus-gaap:SubordinatedDebtMember2025-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date September 29, 20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Cadogan Tate Reference Rate and Spread S + 5.75% Interest Rate Floor 0.00% Interest Rate 9.50% Maturity Date 11/7/20312025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date July 31, 20252024-01-012024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date July 15, 20272024-01-012024-12-310001849894ck0001849894:ServicesBusinessMemberus-gaap:SubordinatedDebtMemberus-gaap:InvestmentUnaffiliatedIssuerMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Construction & Building Great Day Improvements LLC Reference Rate and Spread S + 5.76% Interest Rate Floor 1.50% Interest Rate 9.33% Maturity Date 6/13/20302025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Confluent Holdings LLC Commitment Type Delayed Draw Commitment Expiration Date 3/28/20292024-01-012024-12-310001849894us-gaap:RevolvingCreditFacilityMember2024-01-012024-12-310001849894ck0001849894:SeriesCNotesSeriesDNotesMember2025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Townsend Reference Rate and Spread S + 6.50% Interest Rate Floor 1.50% Interest Rate 11.09% Maturity Date 8/1/20302024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Disa Holdings Corp. Commitment Type Delayed Draw Commitment Expiration Date 3/1/20262025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Delayed Draw Commitment Expiration Date 7/1/20282024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Delayed Draw Commitment Expiration Date 10/29/20302024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Systems Planning and Analysis, Inc. Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.42% Maturity Date 8/16/20272025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Highgate Hotels, L.P.- Delayed Draw Term Loan Reference Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.16% Maturity Date 11/3/20292025-01-012025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Spartan College LLC Commitment Type Delayed Draw Commitment Expiration Date 9/25/20262025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt S.A.F.E. 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Commitment Type Delayed Draw Commitment Expiration Date 1/2/20262025-01-012025-12-310001849894us-gaap:AdditionalPaidInCapitalMember2024-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt USA Debusk LLC Commitment Type Delayed Draw Commitment Expiration Date 4/30/20262025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date March 31, 20262024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business DISA Holdings Corp - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 9.40% Maturity Date 9/9/20282024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt SurveyMonkey Global Inc. Commitment Type Revolver Commitment Expiration Date 05/31/20292024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Healthco Investment LTD Commitment Type Delayed Draw Commitment Expiration Date 2/19/20292025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Inframark Commitment Type Delayed Draw Commitment Expiration Date 7/31/20262025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Advertising, Printing & Publishing Raptive Reference Rate and Spread S + 4.36% Interest Rate Floor 0.50% Interest Rate 8.08% Maturity Date 3/23/20282025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date December 11, 20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable Valeron Group, LLC Reference Rate and Spread S + 5.50% Interest Rate Floor 0.00% Interest Rate 9.23% Maturity Date 10/18/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business DISA Holdings Corp Reference Rate and Spread S + 5.00% Interest Rate Floor 0.75% Interest Rate 9.50% Maturity Date 9/9/20282024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Legends Hospitality Commitment Type Revolver Commitment Expiration Date 8/22/20312024-01-012024-12-310001849894ck0001849894:SecondLienDebtMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals CareVet LLC - Delayed Draw Term Loan A Reference Rate and Spread S + 6.00% Interest Rate Floor 2.00% Interest Rate 10.31% Maturity Date 6/18/20292024-01-012024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt SurveyMonkey Global Inc. Commitment Type Revolver Commitment Expiration Date 05/31/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Advertising, Printing & Publishing Nottingham Forest Interest Rate 12.94% PIK Maturity Date 7/15/20282025-12-310001849894Investments - non-controlled /non-affiliated First Lien Debt Red Fox CD Acquisition Corp Commitment Type Delayed Draw Commitment Expiration Date 11/21/20262025-01-012025-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Carevet LLC One Commitment Type Delayed Draw Commitment Expiration Date 6/18/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Media: Diversified & Production Candle Media Co Ltd Reference Rate and Spread S + 6.10% Interest Rate Floor 0.75% Interest Rate 10.43% (Incl 4.00% PIK) Maturity Date 6/18/20272024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Hotel Equities Group, LLC Reference Rate and Spread S + 5.75% Interest Rate Floor 2.00% Interest Rate 9.61% Maturity Date 1/22/20292025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Pharmalogic Holdings Corp. - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 9.31% Maturity Date 06/21/20302024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Sky Merger Sub, LLC Commitment Type Delayed Draw Commitment Expiration Date 5/28/20292024-12-310001849894Investments—non-controlled/non-affiliated First Lien Debt Foundation Risk Partners Commitment Type Revolver Commitment Expiration Date 10/29/20292025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Consumer Vision Purchaser Corp. - Incremental Term Loan Reference Rate and Spread S + 6.50% Interest Rate Floor 1.00% Interest Rate 10.75% Maturity Date 6/10/20262024-12-310001849894Foreign Currency Forward Contracts One - Derivative Counterparty Macquarie Settlement Date January 7, 20272025-12-310001849894us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2025-09-250001849894ck0001849894:SeriesFNotesMember2025-12-310001849894ck0001849894:ChemicalsPlasticsAndRubberMember2025-12-310001849894ck0001849894:DebtSecuritizationMember2023-11-150001849894Investments—non-controlled/non-affiliated First Lien Debt Boasso Global Commitment Type Revolver Commitment Expiration Date 7/1/20262025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Clubcorp Holdings Inc. - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.66% Maturity Date 7/10/20312025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Spartan College LLC - Delayed Draw Term Loan Reference Rate and Spread S + 8.00% Interest Rate Floor 1.50% Interest Rate 11.67% Maturity Date 3/25/20312025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Healthcare & Pharmaceuticals Solvias AG - Revolving Credit Facility Reference Rate and Spread SA + 5.25% Interest Rate Floor 0.75% Interest Rate 6.25% Maturity Date 2/27/20302025-12-310001849894us-gaap:FairValueInputsLevel3Membersrt:WeightedAverageMemberck0001849894:MeasurementInputTransactionPriceMemberck0001849894:ValuationTechniqueRecentTransactionMemberus-gaap:WarrantMember2025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer FEG, Inc. - Revolving Credit Facility Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.41% Maturity Date 5/10/20302025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate 7Ridge Investments Reference Rate and Spread S + 8.00% Interest Rate Floor 1.00% Interest Rate 11.67% Maturity Date 7/7/20282025-12-310001849894ck0001849894:JulyFifteenTwoThousandTwentyTwoMember2025-01-012025-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date December 29, 20282025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Clubcorp Holdings Inc. - Revolving Credit Facility Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.66% Maturity Date 7/10/20312025-01-012025-12-310001849894ck0001849894:ServicesBusinessMemberus-gaap:InvestmentUnaffiliatedIssuerMemberck0001849894:FirstLienDebtMember2024-12-310001849894Foreign Currency Forward Contracts - Derivative Counterparty Macquarie Settlement Date January 7, 20262025-12-310001849894ck0001849894:SeriesENotesMember2024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Hotel Equities Group, LLC Reference Rate and Spread S + 5.75% Interest Rate Floor 2.00% Interest Rate 10.38% Maturity Date 1/22/20292024-12-310001849894ck0001849894:EnvironmentalIndustriesMember2025-12-310001849894ck0001849894:DrpProgramMember2024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Foundation Risk Partners - Delayed Draw Term Loan Incremental Reference Rate and Spread S + 4.75% Interest Rate Floor 0.75% Interest Rate 8.42% Maturity Date 10/29/20302025-12-310001849894Foreign Currency Forward Contracts Two - Derivative Counterparty Macquarie Settlement Date January 7, 20272025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Aerospace & Defense Sky Merger Sub, LLC Reference Rate and Spread S + 6.60% Interest Rate Floor 1.50% Interest Rate 11.11% Maturity Date 5/28/20292024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated Second Lien Debt Services: Business DISA Holdings Corp. Reference Rate and Spread S + 8.50% Interest Rate Floor 2.50% Interest Rate 12.99% ( Incl 2.00% PIK) Maturity Date 3/9/20292024-01-012024-12-310001849894ck0001849894:SeriesFNotesMemberus-gaap:InterestRateSwapMember2025-01-012025-09-300001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Energy: Oil & Gas CITGO Petroleum Corp. Interest Rate 6.38% Maturity Date 6/15/20262024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Transportation: Cargo Boasso Global - Delayed Draw Term Loan Reference Rate and Spread S +4.75% Interest Rate Floor 0.75% Interest Rate 9.34% Maturity Date 7/1/20282024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Healthco Investment LTD EUR Reference Rate and Spread E + 5.75% Interest Rate Floor 0.00% Interest Rate 7.85% Maturity Date 9/9/20322025-01-012025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Onbe Inc. Rate and Spread S + 5.50% Interest Rate Floor 1.00% Interest Rate 9.86% Maturity Date 7/25/20312024-12-310001849894us-gaap:RevolvingCreditFacilityMembersrt:MaximumMember2025-08-280001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Hotel, Gaming & Leisure Sandlot Baseball Borrower Co. - Delayed Draw Term Loan Reference Rate and Spread S + 5.00% Interest Rate Floor 1.00% Interest Rate 8.67% Maturity Date 12/27/20282025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Consumer Goods: Non-durable 1440 Foods Topco LLC Reference Rate and Spread S + 5.00% Interest Rate Floor 0.00% Interest Rate 9.36% Maturity Date 10/31/20312024-01-012024-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Services: Business Best Trash LLC - Incremental Delayed Draw Term Loan Reference Rate and Spread S + 4.75% Interest Rate Floor 1.00% Interest Rate 8.41% Maturity Date 7/10/20312025-01-012025-12-310001849894Foreign Currency Forward Contracts Five - Derivative Counterparty Macquarie Settlement Date January 7, 20272025-12-310001849894Investments Investments - non-controlled/non-affiliated First Lien Debt Banking, Finance, Insurance & Real Estate Healthco Investment LTD GBP Reference Rate and Spread SO + 5.75% Interest Rate Floor 0.00% Interest Rate 9.72% Maturity Date 9/9/20322025-12-31iso4217:AUDiso4217:EURxbrli:purexbrli:sharesiso4217:CADiso4217:CHFck0001849894:AssetCoverageiso4217:GBPiso4217:USDxbrli:sharesiso4217:USDck0001849894:Segment

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-K

_______________________________________________________________________

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 814-01481

_______________________________________________________________________

MSD Investment Corp.

(Exact name of Registrant as specified in its Charter)

_______________________________________________________________________


Maryland		87-4195402
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

550 Madison Ave, 20th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

212-303-4728

(Registrant’s telephone number, including area code)

_______________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ No ☒

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. Yes ☒ NO ☐

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). Yes ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition 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	☐
Non-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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of March 25, 2026, there was no established market for the registrant’s common stock. The number of shares of Registrant’s Common Stock, $0.001 par value per share, outstanding as of March 25, 2026 was 138,244,276.

Documents Incorporated by Reference

Portions of the registrant’s definitive proxy statement relating to the registrant’s 2026 annual meeting of shareholders (the “2026 Proxy Statement”), to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III of this Form 10-K as indicated herein.

Table of Contents


		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	31
Item 1C.	Cybersecurity	31
Item 2.	Properties	31
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	31
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	31
Item 6.	Reserved	32
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Consolidated Financial Statements and Supplementary Data:	42
	Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	42
	Consolidated Statements of Assets and Liabilities as of December 31, 2025 and 2024	43
	Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023	44
	Consolidated Statements of Changes in Net Assets for the Years ended December 31, 2025, 2024, and 2023	45
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023	46
	Consolidated Schedules of Investments as of December 31, 2025 and 2024	47
	Notes to Consolidated Financial Statements	70
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	100
Item 9A.	Controls and Procedures	100
Item 9B.	Other Information	101
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	101
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	102
Item 11.	Executive Compensation	102
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	102
Item 13.	Certain Relationships and Related Transactions, and Director Independence	102
Item 14.	Principal Accountant Fees and Services	102
PART IV.
Item 15.	Exhibits and Consolidated Financial Statement Schedules	103
Item 16.	Form 10-K Summary	106
Signatures

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CERTAIN DEFINITIONS

•

the terms “we,” “us,” “our,” and “Company” refer to MSD Investment, LLC prior to the Conversion (as defined below) and MSD Investment Corp. after the Conversion;

•

the terms “Adviser” and “MSD,” prior to June 30, 2025, refer to MSD Partners, L.P., a Delaware limited partnership, and, subsequent to June 30, 2025, refer to BDT & MSD BDC Management, LLC, a Delaware limited liability company, each in their capacity as our investment adviser; and the term “Administrator,” prior to August 11, 2025, refers to MSD Partners, L.P. and, subsequent to August 11, 2025, refers to BDT & MSD BDC Management, LLC, in its capacity as our administrator.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report 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 MSD Investment Corp. (together, with its consolidated subsidiaries, the “Company,” “we,” “us” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” 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 without limitation:

•

an economic downturn or recession could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

•

an economic downturn or recession could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

an economic downturn or recession could also impact availability and pricing of our financing and our ability to access the debt capital markets;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility and an elevated interest rate environment could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

•

our limited operating history as a business development company (“BDC”);

•

our future operating results;

•

the impact of elevated interest and inflation rates and the risk of recession on our business prospects and the prospects of our portfolio companies;

•

the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policy and its impact on our portfolio companies and the global economy;

•

our contractual arrangements and relationships with third parties;

•

the ability of our portfolio companies to achieve their objectives;

•

competition with other entities and our affiliates for investment opportunities;

•

the loss of key personnel;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;

•

our use of financial leverage;

•

risks related to the uncertainty of the value of our portfolio investments;

•

the impact of geopolitical conditions, including the potential for increased tariffs and trade barriers, revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine, ongoing conflict in the Middle East, and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union, China, and other countries;

•

the impact that environmental, social, and governance matters could have on our brand and reputation and our portfolio companies;

•

the ability of the Adviser to source suitable investments for us and to monitor and administer our investments;

•

the ability of the Adviser or its affiliates to attract and retain highly talented professionals;

•

our ability to qualify for and maintain our qualification, for U.S. Federal income tax purposes, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and our ability to operate as a BDC;

•

the effect of legal, tax and regulatory changes on our business and our portfolio companies; and

•

other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those 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

Table of Contents

achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this report. These forward-looking statements apply only as of the date of this report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this report because we are an investment company.

Table of Contents

PART I.

Item 1. Business.

General

We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We were established as a Delaware limited liability company on February 18, 2021, and converted to MSD Investment, LLC, a Maryland limited liability company, on October 22, 2021. Prior to the Conversion (as defined below), the Company entered into purchase agreements with three affiliated entities (MSD Credit Opportunities Fund, L.P., MSD Credit Opportunities Master Fund, L.P., and SOF Investments II, L.P. (collectively, the “Funds”)) pursuant to which the Company agreed to acquire from the Funds certain investment assets (or participation interests therein pending re-documentation of the Portfolio in the name of the Company) (the “Portfolio”) for an aggregate cash purchase price equal to the fair value of such assets, plus accrued but unpaid interest as of the closing date, less any principal payments received between signing of the purchase agreements and the closing of the transactions contemplated thereby. The closing of the purchase of the Portfolio by the Company occurred on December 21, 2021. As consideration for the Portfolio, the Company paid the Funds an aggregate purchase price of $656.5 million. On December 28, 2021, the Company filed Articles of Conversion (and related Articles of Incorporation) with the Maryland Department of Assessments and Taxation in order to convert the Company from a Maryland limited liability company to a Maryland corporation named “MSD Investment Corp.” (the “Conversion”). In accordance with the Articles of Conversion and Maryland law, the Conversion became effective as of 12:01 a.m. on January 1, 2022 and, as result of the Conversion, each unit representing a portion of the membership interests of the Company prior to the effective time of the Conversion was automatically converted into one share of common stock, par value $0.001 per share, of the Company.

On January 1, 2023, the Adviser completed a previously announced business combination with BDT & Company Holdings, L.P. (the “Transaction”), and its subsidiaries, which includes BDT Capital Partners, LLC (“BDT Capital”), an SEC-registered investment adviser, and BDT & MSD Partners, LLC, an SEC registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”). Upon the closing of the Transaction, BDT & Company Holdings, L.P. was renamed BDT & MSD Holdings, L.P. (“BDT”) and BDT, and its subsidiaries, became affiliates of the Adviser and the Company. BDT, together with BDT Capital, MSD and their affiliated entities, are collectively referred to as “BDT & MSD.”

As a non-diversified investment company within the meaning of the 1940 Act, we will not be limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer, excluding limitations on investments in other investment companies.

In addition, we have elected, and intend to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company (“RIC”).

The Adviser and the Administrator — MSD Partners, L.P.

The Adviser serves as the investment adviser of the Company. The Adviser is registered as an investment adviser with the SEC pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser provides certain investment advisory and management services to the Company pursuant to an investment advisory agreement between the Company and the Adviser, dated January 1, 2023 (as amended, the “Advisory Agreement”).

The Administrator serves as the Company’s administrator pursuant to an administration agreement between the Company and the Administrator, dated January 1, 2023 (as amended, the “Administration Agreement”). The Administrator may retain a sub-administrator to provide certain administrative services to the Company and enter in a sub-administration agreement.

Advisory Agreement

The Adviser is responsible for the overall management of the Company’s business and activities pursuant to the Advisory Agreement. The Adviser will manage the Company’s loans and day-to-day operations, subject at all times to the terms and conditions set forth in the Advisory Agreement and such further limitations or parameters as may be imposed from time to time by our Board. Under the Advisory Agreement, the Adviser has contractual responsibilities to the Company, including to provide the Company with a management team (whether our Adviser’s own employees or individuals for which our Adviser has contracted with other parties to provide services to its clients), who will be our executive officers, and members of the Investment Committee. The Adviser will use its commercially reasonable efforts to perform its duties under the Advisory Agreement.

Compensation of the Adviser

Management Fee. Pursuant to the Advisory Agreement, the Company will pay to the Adviser an annual management fee (the “Management Fee”), payable quarterly in arrears. Management Fees for any partial month or quarter will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant month or quarter. The Management Fee shall be calculated as follows:

(i)

Prior to an initial public offering of the Company’s common stock and/or listing on a nationally recognized stock exchange (an “Exchange Listing”), the Management Fee shall be calculated at a rate of 0.1875% per quarter (0.75% per annum) of the Company’s average gross asset value at the end of the two most recently completed calendar quarters (or for the first quarter which the Company has operations, the average gross assets at the date of the initial drawdown from investors and the end of such calendar quarter), including assets purchased with borrowed funds or other forms of leverage (including, but not limited to, the SPV I Facility, the SPV II Facility, the Revolving Credit Facility, the Repurchase Obligations, and the 2023 Debt Securitization (each as defined below, each, a “Credit Facility” and together the “Credit Facilities”) but excluding (i) cash and cash equivalents (as defined below) and (ii) undrawn commitments (commitments that are not yet property of the Company and therefore are not included in the calculation). “Cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments, and other similar cash equivalent investments maturing within one year of purchase.

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(ii)

Following an Exchange Listing, the Management Fee will be calculated at a rate 0.3125% per quarter (1.25% per annum) of the Company’s average gross asset value including assets purchased with borrowed amounts under any credit facility but excluding cash and cash equivalents at the end of the two most recently completed calendar quarters (or for the first quarter following an Exchange Listing, the average gross assets as of the date of the Exchange Listing and the end of such calendar quarter).

Incentive Fee. Pursuant to the Advisory Agreement, the Company will pay to the Adviser an incentive fee (the “Incentive Fee”).

The Incentive Fee consists of two components that are independent of each other with the result that one component may be payable even if the other is not. A portion of the Incentive fee is based on the Company’s income (the “Income-Based Fee”) and a portion is based on the Company’s capital gains (the “Capital Gains Fee”), each is described below.

(i)

The Income-Based Fee will be determined and paid quarterly in arrears based on the amount by which the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in any calendar quarter exceeds the “Hurdle Amount” (as defined below). The Hurdle Amount will be determined on a quarterly basis and will be calculated by multiplying 1.5% (6% annualized) by the Company’s net asset value at the beginning of each applicable calendar quarter.

The calculation of the Income-Based Fee for each quarter is as follows:

A. No Income-Based Fee shall be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income does not exceed the Hurdle Amount;

B. 100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 1.77% (7.06% annualized) by the Company’s net asset value at the beginning of each applicable calendar quarter. The Catch-Up Amount is intended to provide the Adviser with an incentive fee of 15% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for any calendar quarter; and

C. For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income exceeds the Catch-Up Amount, the Income-Based Fee shall equal 15% of the amount of the Company’s Pre-Incentive Fee Net Investment Income for such quarter, as the Hurdle Amount and Catch-Up Amount will have been achieved.

(ii)

The Capital Gains Fee will be determined and payable in arrears as of the end of each calendar year (or upon termination of the Advisory Agreement), commencing with the first calendar year ended after the Company elects to be treated as a BDC, and is calculated at the end of each applicable year by subtracting (a) the sum of the Company’s cumulative aggregate realized capital losses and aggregate unrealized capital depreciation from (b) the Company’s cumulative aggregate realized capital gains. If such amount is positive at the end of such year, then the Capital Gains Fee payable for such year is equal to 15% of such amount, less the cumulative aggregate amount of Capital Gains Fees paid in all prior years commencing with the first calendar year ended after the Company elects to be treated as a BDC. If such amount is negative, then there is no Capital Gains Fee payable for such year. If the Advisory Agreement is terminated as of a date that is not a calendar year end, the termination date shall be treated as though it were a calendar year end for purposes of calculating and paying a Capital Gains Fee. The Company will accrue, but will not pay, a Capital Gains Incentive Fee with respect to unrealized appreciation, in accordance with generally accepted account principles in the United States (“U.S. GAAP”), because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. In no event will the Capital Gains Incentive Fee calculated on unrealized appreciation be payable until such gains are realized, if at all.

“Pre-Incentive Fee Net Investment Income” shall mean interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Incentive Fee). In addition, “Pre-Incentive Fee Net Investment Income” shall include, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash. For avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Examples of the quarterly incentive fee calculation are annexed to the Advisory Agreement. Such examples are included for illustrative purposes only and are not considered part of the Advisory Agreement. The fees payable under the Advisory Agreement for any partial period will be appropriately prorated.

Both the calculation of the Management Fee and the Income-Based Fee will be appropriately adjusted for any capital calls done by the Company during the quarter (based on the actual number of days elapsed relative to the total number of days in such calendar quarter).

For purposes of computing the Income-Based Fee and the Capital Gains Fee, the calculation methodology will look through derivative financial instruments or swaps as if the Company owned the reference assets directly, in the manner described above. With respect to the calculation of quarterly Pre-Incentive Fee Net Investment Income for purposes of calculating the Income-Based 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 Income-Based 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 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 Fee.

The following is a graphical representation of the quarterly calculation of the Incentive Fee:

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Administration Agreement

Pursuant to the Administration Agreement, the Administrator will furnish the Company with office facilities and equipment and provides clerical, bookkeeping, recordkeeping and other administrative services at such facilities. The Administrator will perform, or oversee the performance of, our required administrative services, which include, among other things, assisting the Company with the preparation of the financial records that the Company is required to maintain and with the preparation of reports to shareholders and reports filed with the SEC. The Administrator will also assist the Company in determining and publishing our net asset value (“NAV”), overseeing the preparation and filing of tax returns, printing and disseminating reports to shareholders and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others. At the request of the Adviser, the Administrator will also provide (or cause to be provided) managerial assistance on the Company’s behalf to those portfolio companies that have accepted the Company’s offer to provide such assistance.

The Board

The business and affairs of the Company are managed under the direction and oversight of the Board. The Board consists of four members, three of whom are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Company or the Adviser (each an “Independent Director”). The Board appoints the officers of the Company, who serve at the discretion of the Board. The responsibilities of the Board include quarterly oversight of the valuation of the Company’s assets, corporate governance activities, oversight of the Company’s operations, financing arrangements, investment activities, and risk management.

The Board reviews risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated with the Company’s investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Company’s investments.

The Board has established an Audit Committee, a Pricing Committee and a Nominating and Corporate Governance Committee.

Employees

We do not currently have any employees and do not expect to have any employees in the future. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates, pursuant to the terms of the Advisory Agreement and the Administration Agreement. Our day-to-day investment operations are managed by the Adviser. The services necessary for the origination and administration of our investment portfolio will be provided by investment professionals employed by the Adviser or its affiliates.

Investment Strategy

Investment Objective

The Company’s investment objective is to maximize dividend yields by investing in a broad range of portfolio companies, primarily investing in senior secured loans and notes where we believe the probability of losses are limited. The Adviser expects to execute this strategy by continuing its long history of leveraging its network to source and diligence what we believe to be attractive opportunities across a broad range of industries. The strategy will be executed by a team of experienced investment professionals who have more than a 20-year history of successfully deploying capital in both liquid and illiquid opportunities. The Company may invest in non-U.S. investments, convertible securities, structured investments (including junior and equity tranches) and real estate on a limited basis, if at all.

The portfolio will be comprised primarily of senior secured loans and notes sourced in both the private and more broadly syndicated markets. While the Company will focus primarily on investing in senior secured loans, it has a flexible mandate that allows it to invest across the capital structure, including, first and second lien debt, notes, bonds, preferred and mezzanine securities and, on a limited basis, equities. First-lien debt may include traditional first-lien senior secured loans or unitranche loans that combine the characteristics of traditional first lien senior secured loans with second lien and subordinated loans. Unitranche loans are often a potentially attractive way to mitigate downside risk because of their seniority in the capital structure, while potentially realizing higher returns by providing more leverage than would be typical for traditional first lien senior secured debt.

The Company will source opportunities through industry relationships as well as BDT & MSD’s advisory capabilities and referrals from its network. The Adviser and its affiliates invest across a wide range of industries and asset classes and have an extensive network that spans most industries.

The Company’s strategy will be principally executed by the Adviser’s credit team (the “Credit Team”), led by senior investment professionals with an average of 29 years of experience in sourcing and investing. The senior investment professionals of the Company have demonstrated investment expertise throughout the lifecycle of credit markets. As a consequence, the Company is well positioned to invest across a wide array of industries and opportunities. The team has a highly disciplined, fundamental, research-intensive approach to investing, where downside risk assessment is central to each investment decision.

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Target Investment Criteria

The Company focuses on sourcing opportunities in businesses that tend to exhibit some or all of the following characteristics:

•

History of Predictable, Positive Free Cash Flow. We seek to invest in companies that have a multi-year history of positive free cash flow that can be identified from audited financial statements. We attempt to manage adjustments when evaluating the predictability of cashflow streams as we believe that history can be a strong indicator of future performance.

•

Experienced Management Teams. We seek to invest in companies with management teams that have a successful history managing businesses in their respective industries. We perform reference checks on key members of management and frequently develop relationships with management teams that are helpful in allowing us to monitor performance and anticipate future financing needs.

•

Flexible Cost Structure. In our experience, companies with flexible cost structures provide a higher degree of downside protection than those with a high degree of operational leverage. As a result, we look to invest in businesses where cost structures are more variable in nature.

•

Defensive Industries. We seek to invest in companies in defensive industries that can succeed throughout economic environments. In instances where we have been exposed to more cyclical industries, we have focused on lower loan-to-value opportunities collateralized by hard assets or long-term contractual cash flows with high quality counterparties.

•

Reasonable Leverage. We seek to invest in businesses whose owners and management teams are focused on reasonable leverage relative to both the asset value and cash flow generation in all operating environments, avoiding businesses whose business models and economics depend heavily on leverage.

•

Regulatory certainty. We seek to invest in opportunities that exhibit a stable regulatory environment, and where changes in regulations are unlikely to materially impact the value of our collateral and cash flows of the business.

•

Low competitive intensity. We have historically preferred investing in businesses in industries where competition is low, and barriers to entry are high, resulting in less price competition, the ability to pass through inflationary costs, and generally higher margins and return on assets.

The industry composition of investments at fair value as of December 31, 2025 and December 31, 2024 was as follows:


	December 31, 2025			December 31, 2024
Aerospace & Defense		4.26	%		4.72	%
Automotive		—			0.24
Banking, Finance, Insurance & Real Estate		7.28			6.82
Beverage, Food & Tobacco		3.26			0.46
Capital Equipment		2.16			3.23
Chemicals, Plastics & Rubber		1.88			1.50
Construction & Building		7.94			7.77
Consumer Goods: Durable		—			1.98
Consumer Goods: Non-durable		4.99			6.90
Containers, Packaging & Glass		1.43			1.72
Energy: Oil & Gas		—			0.05
Environmental Industries		0.33			0.40
Healthcare & Pharmaceuticals		8.77			6.53
High Tech Industries		8.19			4.66
Hotel, Gaming & Leisure		13.97			10.73
Media: Advertising, Printing & Publishing		6.50			2.60
Media: Broadcasting & Subscription		0.05			0.49
Media: Diversified & Production		2.41			1.68
Retail		—			1.92
Services: Business		15.35			18.38
Services: Consumer		7.70			8.84
Sovereign & Public Finance		—			1.11
Telecommunications		2.17			4.02
Transportation: Cargo		1.01			1.46
Transportation: Consumer		—			1.29
Wholesale		0.35			0.50
Total		100.00	%		100.00	%

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Target Portfolio Characteristics

The Company aims to construct a unique and diversified portfolio comprised of senior secured loans, which may include “covenant-lite” loans (as defined below), to deliver high current yield with a compelling risk-reward profile. The portfolio may deviate from these long-term portfolio targets at various points in time due to market conditions and available investment opportunities.

•

Leverage of ~50-52.5% of AUM

•

Mix of liquid and private loans

•

5% gross exposure individual investment limit

•

>80% senior secured and unitranche loans

•

>80% floating rate loans

•

Debt maturities generally ranging from 3 to 8 years

There are no restrictions on the credit quality of the investments that the Company may make. Securities in which the Company may invest may be deemed by rating companies to have substantial vulnerability to default in payment of interest and/or principal. Other securities may be unrated. Lower-rated and unrated securities in which the Company may invest have large uncertainties or major risk exposures to adverse conditions, and are considered to be predominantly speculative. Generally, such securities offer a higher return potential than higher-rated securities, but involve greater volatility of price and greater risk of loss of income and principal.

Types of Principal Investments

First Lien Senior Secured Loans. These loans are generally the most senior financing in the capital structure, supported by first-priority liens on all or substantially all of the Portfolio Company’s collateral. First lien senior secured loans generally allow the borrower to defer the majority of principal repayments to the end of the loan term, and as a result there is a risk of loss if the borrower is unable to pay the lump sum or refinance the principal amount owed at maturity. In some instances we may structure these loans to provide for loan amortization of varying amounts over the loan term, excess cash flow sweeps, and sweeps on proceeds from asset sales.

Unitranche Loans. These loans are also generally characterized by being the most senior financing in the capital structure, supported by first-priority liens on all or substantially all of the Portfolio Company’s collateral. These loans differ from First Lien Senior Secured Loans in that they generally provide incremental proceeds to the borrower (beyond what a typical First Lien Senior Secured Loan would provide). In return, lenders generally receive a higher return on these loans. Unitranche loans generally allow the borrower to defer the majority of principal repayments to the end of the loan term, and as a result there is a risk of loss if the borrower is unable to pay the lump sum or refinance the principal amount owed at maturity. In some instances, we may structure these loans to provide for loan amortization of varying amounts over the loan term, excess cash flow sweeps, and sweeps on proceeds from asset sales.

Second Lien Loans. These loans are generally characterized by a second-out position in the capital structure, supported by second-priority liens on all or substantially all of the Portfolio Company’s collateral. Once all first lien loans have been repaid, remaining proceeds generally accrue to paying back the second lien loans before repayment of any other liabilities.

Preferred Investments. In a limited number of cases, the Company may make preferred investments in Portfolio Companies where we believe there is attractive downside protection relative to the opportunity to achieve higher rates of return. Returns may come in the form of a fixed rate of interest, or in the form of capital appreciation through a conversion feature. These investments are typically structured in a senior position to common equity and may impose restrictions on the Portfolio Company meant to protect our downside.

Equity Investments. In a limited number of cases, the Company may make equity investments in Portfolio Companies where we believe the potential returns are attractive and there is significant potential to enhance the overall yield to our investors.

The composition of the Company’s investment portfolio at amortized cost and fair value as of December 31, 2025 and December 31, 2024 was as follows:


	December 31, 2025							December 31, 2024
	Amortized Cost		Fair Value		% of Total Investments at Fair Value			Amortized Cost		Fair Value		% of Total Investments at Fair Value
First lien debt	$	6,345,127	$	6,345,143		99.28	%	$	4,380,981	$	4,375,355		96.61	%
Second lien debt		30,132		30,116		0.47			89,589		89,485		1.98
Subordinated debt		1,437		1,481		0.02			990		990		0.02
Equity and Other Investments		12,369		14,314		0.23			63,397		63,234		1.39
Total investments	$	6,389,065	$	6,391,054		100.00	%	$	4,534,957	$	4,529,064		100.00	%

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BDT & MSD Advantage

We believe the Company is uniquely positioned to generate compelling risk-adjust returns in its target market for the following reasons:

•

BDT & MSD’s Broad & Integrated Platform. BDT & MSD has built a strong reputation and established itself as a leading investor in credit, real estate equity, and private capital. BDT & MSD’s investment teams operate on an integrated platform and are able to work closely together and consistently share ideas. This allows the Credit Team to leverage BDT & MSD’s knowledge base to pursue attractive investment opportunities and diligence in a wide range of industries and companies. Additionally, the BDT & MSD investment teams are supported by an established infrastructure of legal, accounting, tax, IT, human capital, communication and fundraising professionals, among others. BDT & MSD considers its legal transactional team to be a unique differentiator in deal structuring and diligence.

•

Credit Team’s Extensive Experience. The Credit Team is comprised of experienced professionals: the five portfolio managers average 29 years of industry experience and are supported by a team of 18 professionals with more than 10 years of industry experience on average. Additionally, the team is purposely made up of individuals with diverse investment backgrounds (private equity, venture capital, legal, accounting, consulting, etc.), which helps build a fulsome understanding of investment opportunities and risks.

•

Reputation as a Solutions Provider. The leadership of the Credit Team has been providing loans for over 20 years and through its history has built long-standing relationships with borrowers, advisors and management teams. BDT & MSD has built a reputation for providing creative solutions to efficiently meet the financing requirements of borrowers. As a result, borrowers often seek out BDT & MSD and think of it as a competitive advantage to have BDT & MSD in their capital structure over other lenders.

•

Value-Add to our Partners. The Credit Team is actively involved with its borrowers and is known for being a constructive partner who can use its extensive industry relationships to recruit best-in-class board members, management and operators. We are not just a capital provider, we are a long-term partner.

•

Unique Sourcing Capabilities. BDT & MSD is able to source unique investment opportunities resulting from BDT & MSD’s strong brand, its advisory business and referrals from its global network of business-owning clients and investors, the Credit Team’s longstanding experience and expertise, and our reputation for being a solutions provider and partner. In the private credit markets we have sourced attractive opportunities because our unique capital base and constructive approach make us a desirable long-term partner. Similarly, in the liquid credit markets we leverage our vast network and knowledge base to uncover attractive opportunities across sectors and win substantial allocations.

Investment Process

Origination / Pre-Screen. The Credit Team will source opportunities through the Team's and broader BDT & MSD’s network of relationships with families and founders, companies, brokers, and private equity firms. We believe these relationships and the brand that BDT & MSD has built enables them to maximize deal flow, engage in a highly selective investment process, and provide the opportunity to construct a well-diversified portfolio. As opportunities are sourced, the investment team, which is generally composed of a Portfolio Manager, and other team members, as applicable, (the “Investment Team”), reviews the offering memorandum and other high-level information and screens the deal to determine if it fits BDT & MSD’s target investment criteria, taking into consideration economic terms and structure. In addition, the Team engages other BDT & MSD investment teams to understand any work previously performed in evaluating similar businesses or the respective industry. The screening process concludes with a discussion among the Credit Team’s investment committee whether to proceed with the opportunity. The Credit Team considers sponsor track record and reputation when deciding whether to pursue an investment.

Credit Evaluation. Once the decision has been made to move forward with an investment opportunity, a team of investment professionals will begin the formal due diligence process. This may include signing a confidentiality agreement or non-disclosure agreement to gain access to relevant financial and operational data for the underlying company. The Investment Team may attend meetings or phone calls with the prospective company’s management team, review historical audits, review forecasted financial information and third-party diligence reports, conduct independent research, engage experts in the relevant industry, and perform an analysis of base case and downside scenarios. The Investment Team also contacts BDT & MSD’s legal department to discuss the transaction, and gain insight into key issues that might be relevant in evaluating the credit and negotiating the terms. Throughout this process, the Investment Team and the portfolio managers communicate on a regular basis to discuss any diligence findings that materially alter the initial thesis. If we do not find a material issue in the underwriting process, and we are selected by the counterparty, we will move to the documentation stage.

Documentation. Once we move to definitive documentation, we engage our internal team of lawyers who – along with select third-party counsel, where applicable, with relevant sector expertise – work closely with the deal team to ensure that the documents reflect the Company’s agreement with the borrower.

Investment Monitoring. Once an investment has closed, the Investment Team that completed the underwriting will generally remain in charge of monitoring the investment. We take an active approach to monitoring all of our investments, including quarterly calls with management, updating internal financial and operational performance tracking, and evaluating comparable companies’ performance to benchmark the performance of our underlying portfolio companies. We hold weekly meetings with the Credit Team to discuss our portfolio companies, and we hold weekly meetings with the entire firm where we discuss macroeconomic news that may impact our individual portfolio companies.

Exit Strategies / Refinancing. While we generally expect to exit most investments through the refinancing or repayment of our debt, we may also engage in secondary market sales of investments.

Risk Ratings

We monitor the operational and financial trends of our portfolio companies on at least a quarterly basis. We attempt to identify any developments in the underlying company or industry that may alter any material element of our original investment thesis. We discuss each position at least once quarterly to ensure the Investment Team, and the portfolio managers, are apprised of any material developments and to determine any required portfolio management actions.

We utilize an investment rating system to monitor the credit profile of our underlying portfolio companies. We use a five-level rating scale to classify individual investments.

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•

Investment Rating 1 – Investment is performing materially above expectations;

•

Investment Rating 2 – Investment is performing above expectations;

•

Investment Rating 3 – Investment is performing materially with expectations. All new loans received a rating of 3 at initial investment;

•

Investment Rating 4 – Investment is performing materially below expectations. Investments with a rating of 4 receive more frequent attention from our team as the risks of impairment have increased substantially since investment. Loss of principal is not expected, however there may be lost interest; and

•

Investment Rating 5 – Investment is performing materially below expectations and there is a high probability of impairment. Loss of principal and interest is probable.

The following table shows the investment rankings of the debt investments in our portfolio as of December 31, 2025 and December 31, 2024:


	As of December 31, 2025							As of December 31, 2024
Risk Rating	Fair Value		% of Portfolio			# of Investments		Fair Value		% of Portfolio			# of Investments
1	$	—		0.0	%		—	$	—		0.0	%		—
2		138,382		2.2			7		138,919		3.1			4
3		6,079,704		95.1			181		4,325,456		95.5			154
4		165,169		2.6			11		60,298		1.3			2
5		7,799		0.1			4		4,391		0.1			1
	$	6,391,054		100.0	%		203	$	4,529,064		100.0	%		161

Emerging Growth Company

We are an emerging growth company as defined in the JOBS Act and we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). We expect to remain an emerging growth company for up to five years following the completion of our initial public offering (“IPO”) or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues equals or exceeds $1.235 billion, (ii) December 31 of the fiscal year that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act which would occur if the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months or (iii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period. In addition, we will take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “1933 Act”) for complying with new or revised accounting standards.

The Private Offering

Common Stock

Pursuant to a private offering, we are offering shares of our common stock to “accredited investors” as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act in reliance on exemptions from the registration requirements of the 1933 Act (the “Private Offering”). There will be no limit on the number of shares or the amount of capital raised in connection with the Private Offering. Each investor will make a capital commitment to purchase shares of our common stock pursuant to a subscription agreement entered into with us. At each closing in the Private Offering, investors will be required to purchase additional shares up to the amount of their respective unfunded capital commitments. The first closing date took place on December 21, 2021 (“Initial Closing Date”). Additional closings are expected to occur from time to time as determined by the Company, and the final such closing will occur no later than the fifth anniversary of the Initial Closing Date, subject to a one-year extension at the discretion of the Board.

Series A Preferred Stock

On November 29, 2023, the Company issued 250 shares of its 12.0% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) for an aggregate offering price of $750,000. Each individual investor in the offering was entitled to purchase only one share of Series A Preferred Stock. Each holder of Series A Preferred Shares was entitled to a liquidation preference of $3,000.00 per share (the “Liquidation Value”), plus additional amounts as set forth in the Articles Supplementary to the Company’s Articles of Incorporation Relating to the 12.0% Series A Cumulative Preferred Stock. With respect to distributions, including the payment of dividends and distribution of the Company’s assets upon dissolution, liquidation, or winding up, the Series A Preferred Stock were senior to all other classes and series of the Company’s common shares to the extent of the aggregate Liquidation Value and all accrued but unpaid dividends and any applicable redemption premium on the Series A Preferred Stock. Holders of shares of the Series A Preferred Stock would not, however, participate in any appreciation in the value of the Company.

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Dividends on each share of Series A Preferred Stock accrued on a daily basis at the rate of 12% per annum of the sum of the Liquidation Value thereof plus all accumulated and unpaid dividends thereon, from and including the date of issuance to and including the date on which such Series A Preferred Share was redeemed. Dividends accrued whether or not they had been authorized or declared, whether or not the Company had earnings, and whether or not there were funds legally available for payment of dividends.

The 250 outstanding shares of Series A Preferred Stock were redeemed on December 15, 2025. The outstanding shares of Series A Preferred Stock were subject to redemption at any time, upon the approval of the Board, by notice of such redemption on a date selected by the Company for such redemption (the “Redemption Date”). Upon the redemption of the Series A Preferred Stock, each share of Series A Preferred Stock would be redeemed for a price, payable in cash on the Redemption Date, equal to 100% of such share’s Liquidation Value, plus all accrued and unpaid dividends to the Redemption Date, plus a redemption premium as follows: (1) if the redemption date occurs prior to the second anniversary of the date on which the Preferred Shares were originally issued, a redemption premium of $300; and (2) thereafter, no redemption premium. From and after the close of business on the Redemption Date, all dividends on the outstanding shares of Series A Preferred Stock ceased to accrue, such shares were no longer be deemed to be outstanding, and all rights of the holders of such shares (except the right to receive the redemption price for such shares from the Company) ceased.

Regulation as a Business Development Company

The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as “qualifying assets,” unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to the Company’s business are any of the following:

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

satisfies any of the following:

does not have any class of securities that is traded on a national securities exchange;

ii.

has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

iii.

is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company; or

iv.

is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million;

Securities of any eligible portfolio company controlled by the Company;

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements;

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the eligible portfolio company;

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities; or

Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

Significant Managerial Assistance. A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described above. A BDC must also offer to make available to the issuer of the qualifying assets significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company’s officers or other organizational or financial guidance. The Administrator or its affiliate provides such services on our behalf to portfolio companies that accept our offer of managerial assistance.

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Temporary Investments. Pending investment in other types of qualifying assets, as described above, the Company’s investments can consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which are referred to herein, collectively, as temporary investments, so that 70% of the Company’s assets would be qualifying assets.

Issuance of Warrants, Options or Rights. Under the 1940 Act, a BDC is subject to restrictions on the issuance, terms and amount of warrants, options or rights to purchase shares of stock that it may have outstanding at any time. In particular, the amount of shares that would result from the conversion or exercise of all outstanding warrants, options or rights to purchase shares cannot exceed 25% of the BDC’s total outstanding shares.

Senior Securities; Asset Coverage Ratio. The Company is generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our Shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150% (i.e., we can borrow $2 for every $1 of equity), if certain requirements are met. In connection with the organization of the Company, the Board and the Company’s initial shareholder authorized the Company to adopt the 150% asset coverage ratio.

In addition, while certain types of senior securities remain outstanding, the Company will be required to make provisions to prohibit the payment of any dividend distribution to our shareholders or the repurchase of such shares unless we meet the applicable asset coverage ratio at the time of the dividend distribution or repurchase. The Company will also be permitted to borrow amounts up to 5% of the value of our total assets for temporary purposes, which borrowings would not be considered senior securities. The Company’s borrowings, whether for temporary purposes or otherwise, are subject to the asset coverage requirements of section 61(a)(1) of the 1940 Act.

Code of Ethics. The Company and the Adviser havre each adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions by the Company’s officers and the Adviser’s employees. The Company has also adopted a separate code of ethics pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions by the Company’s independent directors. Individuals subject to these codes are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by the Company, so long as such investments are made in accordance with such code’s requirements. You may obtain copies of these codes of ethics by e-mailing our Adviser at [email protected], or by writing to our Adviser at Investor Relations [email protected]. The code of ethics is also available on the EDGAR database on the SEC’s website at www.sec.gov.

Affiliated Transactions. The Company may be prohibited under the 1940 Act from conducting certain transactions with its affiliates without the prior approval of our independent directors and, in some cases, the prior approval of the SEC.

The Company expects to co-invest on a concurrent basis with other affiliates of the Company and the Adviser, unless doing so would be impermissible under existing regulatory guidance, applicable regulations, the terms of any exemptive relief granted to the Company and its affiliates, and the allocation procedures of MSD. On June 9, 2025, the Company and certain of its affiliates were granted an order for co-investment exemptive relief by the SEC based on an updated model of co-investment order that was recently granted by the SEC (the “Order”). The Order supersedes the prior exemptive order granted on February 16, 2022, as amended on August 31, 2022. The Order permits the Company to participate in negotiated co-investment transactions with other funds managed by the Adviser and certain other affiliates pursuant to the conditions of the Order. The Order requires that a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain findings with respect to the following, among other things: (1) when the Company co-invests with an affiliated entity (as defined in the exemptive application) in an issuer where an affiliated entity has an existing investment in the issuer under certain circumstances, and (2) if the Company disposes of an asset acquired in a co-investment transaction unless the disposition is done on a pro rata basis or the disposition is of a tradable security. Pursuant to the Order, the Board will oversee the Company’s participation in the co-investment program. As required by the Order, the Company has adopted, and the Board has approved, policies and procedures reasonably designed to ensure the Company’s compliance with the conditions of the Order, and the Adviser and the Company’s Chief Compliance Officer will provide reporting to the Board.

Other. The Company will be periodically examined by the SEC for compliance with the 1940 Act, and be subject to the periodic reporting and related requirements of the Exchange Act.

The Company is also required to provide and maintain a bond issued by a reputable fidelity insurance company to insure against larceny and embezzlement. Furthermore, as a BDC, the Company is prohibited from protecting any director or officer against any liability to shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

The Company is also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

The Company is not permitted to change the nature of its business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of its outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.

Proxy Voting Policies and Procedure

We have delegated our proxy voting responsibility to the Adviser. A summary of the Proxy Voting Policies and Procedures of our adviser are set forth below. The guidelines are reviewed periodically by the Adviser and our non-interested directors, and, accordingly, are subject to change.

As an investment adviser registered under the Advisers Act, the Adviser has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that it must vote for securities held by its clients in a timely manner free of conflicts of interest. These policies and procedures for voting proxies for investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

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The Adviser votes proxies relating to our portfolio securities in the best interest of Shareholders. The Adviser reviews on a case-by-case basis each proposal submitted for a proxy vote to determine its impact on our investments. Although it generally votes against proposals that may have a negative impact on our investments, it may vote for such a proposal if there exists compelling long-term reasons to do so. The proxy voting decisions of the Adviser are made by the senior investment professionals who are responsible for monitoring each of our investments. To ensure that our vote is not the product of a conflict of interest, it requires that: (i) anyone involved in the decision making process disclose to a managing member of the Adviser any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

You may obtain information about how we voted proxies by making a written request for proxy voting information to: MSD Investment Corp., 550 Madison Avenue, 20th Floor, New York, NY 10022.

We are committed to maintaining the privacy of our Shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information we may have access to, how we protect that information and why, in certain cases, we may share information with select other parties.

Generally, we do not receive any non-public personal information relating to our Shareholders, although certain non-public personal information of our Shareholders may become available to us. We do not disclose any non-public personal information about our Shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service Shareholder accounts (for example, through a transfer agent or third-party administrator).

We restrict access to non-public personal information about our Shareholders to employees of our investment adviser and its affiliates with a legitimate business need for the information. We maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of our Shareholders.

Reporting Obligations

We will furnish our Shareholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC, which are available on the SEC’s website at www.sec.gov.

Taxation as a Regulated Investment Company

We have elected, and intend to qualify annually, to be treated as a RIC for U.S. federal income tax purposes under Subchapter M of the Code; however no assurance can be given that we will be able to maintain our RIC tax treatment. As a RIC, we generally will not be subject to U.S. federal income tax on any net ordinary income or capital gains that we timely distribute to our shareholders as dividends. Rather, dividends distributed by us generally will be taxable to our shareholders, and any net operating losses, foreign tax credits and other tax attributes of ours generally will not pass through to our shareholders, subject to certain exceptions and special rules for certain items such as net capital gains and qualified dividend income recognized by us.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to be eligible to be taxed as a RIC, we generally must timely distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses (the “Annual Distribution Requirement”). The following discussion assumes that we qualify as a RIC and have satisfied the Annual Distribution Requirement.

If the Company:

•

qualifies as a RIC; and

•

satisfies the Annual Distribution Requirement,

then we will not be subject to U.S. federal income tax on the portion of our income that is timely distributed (or is deemed to be timely distributed) to our shareholders. We will be subject to U.S. federal income tax imposed at corporate rates on any income and capital gains that we do not distribute (or are deemed to distribute) to our shareholders. If we fail to qualify as a RIC, and certain relief provisions are not applicable, we will be subject to U.S. federal income tax imposed at regular corporate rates on our income and capital gains, regardless of whether such amounts are distributed (or deemed distributed) to our shareholders.

We will be subject to a nondeductible 4% U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner each calendar year an amount at least equal to the sum of (1) 98% of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) certain undistributed amounts from previous years on which we paid no U.S. federal income tax (the “Excise Tax Distribution Requirement”). While we intend to make distributions to our shareholders in each taxable year that will be sufficient to avoid any U.S. federal excise tax on our earnings, there can be no assurance that we will be successful in entirely avoiding this tax.

In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:

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continue to qualify as a BDC under the 1940 Act at all times during each taxable year;

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derive in each taxable year at least 90% of gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale or other taxable disposition of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships,” or other income derived with respect to the business of investing in such stock or securities (the “90% Income Test”); and

•

diversify our holdings so that at the end of each quarter of the taxable year:

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at least 50% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

no more than 25% of the value of our assets is invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) the securities of certain “qualified publicly traded partnerships” (the “Diversification Tests”).

For U.S. federal income tax purposes, we may be required to include in our taxable income certain amounts that we have not yet received in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in our taxable income in each year the portion of the original issue discount that accrues over the life of the obligation, regardless of whether we receive cash representing such income in the same taxable year. We may also have to include in our taxable income other amounts that we have not yet received in cash, such as accruals on a contingent payment debt instrument or deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Because original issue discount or other amounts accrued will be included in the our investment company taxable income for the year of accrual and before we receive any corresponding cash payments, we may be required to make a distribution to shareholders in order to satisfy the Annual Distribution Requirement, even though we would not have received any corresponding cash payment.

Accordingly, to enable us to satisfy the Annual Distribution Requirement, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital or we may need to forego new investment opportunities or otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). If we are unable to obtain cash from other sources to enable us to satisfy the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to U.S. federal income tax imposed at corporate rates (and any applicable state and local taxes).

We may be prevented by financial covenants contained in our debt financing agreements, if any, from making distributions to our Shareholders. In addition, under the 1940 Act, we are generally not permitted to make distributions to our Shareholders while our debt obligations and other senior securities are outstanding unless certain ‘‘asset coverage’’ tests are met. Limits on distributions to our Shareholders may prevent us from satisfying the Annual Distribution Requirement and, therefore, may jeopardize our qualification for taxation as a RIC or subject us to the 4% U.S. federal excise tax.

Although we do not presently expect to do so, we may borrow funds and sell assets in order to make distributions to our shareholders that are sufficient for us to satisfy the Annual Distribution Requirement. However, our ability to dispose of assets may be limited by (i) the illiquid nature of our portfolio and/or (ii) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the Annual Distribution Requirement, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income tax.

Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause the Company to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.

A RIC is limited in its ability to deduct expenses in excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term capital gains over net long-term capital losses). If our expenses in a given year exceed investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition, expenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but may carry forward such losses indefinitely, and use them to offset capital gains. Due to these limits on the deductibility of expenses, over the course of one or more taxable years we may have, for U.S. federal income tax purposes, aggregate taxable income for several years that we are required to distribute and that is taxable to shareholders even if such income is greater than the aggregate net income we actually earned during those years. Such required distributions may be made from cash assets or by liquidation of investments, if necessary. We may realize gains or losses from such liquidations. In the event we realize net capital gains from such transactions, a shareholder may receive a larger capital gain distribution than it would have received in the absence of such transactions.

Investment income received from sources within foreign countries, or capital gains earned by investing in securities of foreign issuers, may be subject to foreign income taxes withheld at the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty may be 35% or more. The United States has entered into tax treaties with many foreign countries that may entitle us to a reduced rate of or exemption from withholding tax on investment income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of our assets to be invested within various countries is not now known. We do not anticipate being eligible for the special election that allows a RIC to treat foreign income taxes paid by such RIC as paid by its stockholders.

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If we purchase shares in a “passive foreign investment company,” or PFIC, we may be subject to U.S. federal income tax on any “excess distribution” received on, or any gain from the disposition of such shares. Additional charges in the nature of interest generally will be imposed on us in respect of deferred taxes arising from any such excess distributions or gains. This additional tax and interest may apply even if we make a distribution as a taxable dividend by us to our shareholders in an amount equal to (1) any excess distribution, or (2) the gain from the dispositions of such shares. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund”, or QEF, in lieu of the foregoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares and as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income. Under either election, we may be required to recognize income in excess of distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement.

If we hold more than 10% of the shares in a foreign corporation that is treated as a controlled foreign corporation, or “CFC,” we may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of certain of the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. Shareholders. A “U.S. Shareholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined voting power of all classes of shares of a corporation or 10% or more of the total value of all classes of shares of a corporation. If we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution in our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and such income will be subject to the Annual Distribution Requirement and will be taken into account for purposes of the Excise Tax Distribution Requirement.

Income inclusions from a QEF or a CFC will be “good income” for purposes of the 90% Income Test provided that they are derived in connection with our business of investing in stocks and securities or the QEF or the CFC distributes such income to us in the same taxable year to which the income is included in our income.

Foreign exchange gains and losses realized by us in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury regulations, produce income not among the types of “qualifying income” from which a RIC must derive at least 90% of its annual gross income.

Failure to Qualify as a RIC

If we fail to qualify for treatment as a RIC, and certain relief provisions are not applicable, we will be subject to U.S. federal income tax on all of our taxable income (including our net capital gains) imposed at regular corporate rates (and also will be subject to any applicable state and local taxes), regardless of whether we make any distributions to our shareholders. In any taxable year that we do not qualify as a RIC, distributions would not be required and, if distributions were made, any such distributions would be taxable to our shareholders as ordinary dividend income to the extent of our current and accumulated earnings and profits. Subject to certain limitations under the Code, any such distributions would be eligible for the 20% maximum rate applicable to non-corporate taxpayers, and corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the shareholder’s adjusted tax basis, and any remaining distributions would be treated as a capital gain.

Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we will be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized during the five-year period after our requalification as a RIC, unless we made a special election to pay U.S. federal income tax at corporate rates on such built-in gain at the time of our qualification or requalification as a RIC.

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Item 1A. Risk Factors.

Investing in our common stock involves significant risks. An investor should consider, among other factors, the risk factors set forth below, which are subject to (or, if applicable, modified by) the requirements and obligations described in the Subscription Agreement before making a decision to purchase our common stock. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Summary of Principal Risk Factors

The following is a summary of the principal risks that you should carefully consider before investing in our securities.

We are subject to risks related to our business and structure, including, but not limited to, the following:

•

Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed.

•

We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us.

•

Defaults under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows.

•

We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.

•

The requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a BDC.

•

Regulations governing our ownership of loans, as well as uncertainty surrounding such regulation, may affect our ability to invest efficiently, which could negatively impact our business and results of operations.

•

We are subject to risks related to corporate social responsibility.

•

We are subject to litigation risk associated with our business operations.

We are subject to risks related to an investment in our Shares, including, but not limited to, the following:

•

A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.

•

Certain provisions of our charter and actions of our Board could deter takeover attempts and have an adverse impact on the value of shares of our common stock.

•

Investing in our securities involves a high degree of risk.

We are subject to risks related to our investments, including, but not limited to, the following:

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Our investments in portfolio companies may be risky, and we could lose all or part of our investments.

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Our investment portfolio is recorded at fair value as determined in good faith by the Adviser, as the valuation designee, subject to the continued oversight of the Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

•

A lack of liquidity in our investments may adversely affect us.

•

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

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Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold, which could harm our operating results.

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We generally will not control the business operations of our portfolio companies and, due to the illiquid nature of our holdings in our portfolio companies, we may not be able to dispose of our interest in our portfolio companies.

•

International investments create additional risks.

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Our portfolio may be focused on a limited number of portfolio companies or industries, which will subject us to a risk of significant loss if any of these companies defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry.

We are subject to risks related to the economy, including, but not limited to, the following:

•

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

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We are subject to risks related to our Adviser and its affiliates, including, but not limited to, the following:

•

The Adviser and its affiliates may face conflicts of interest, which could result in increased risk-taking by us.

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Our fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage.

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We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interest.

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Because our business model depends to a significant extent upon our Adviser’s relationships with corporations, financial institutions and investment firms, the inability of our Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

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We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash.

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Our ability to enter into transactions with our affiliates is restricted.

We are subject to risks related to U.S. federal income tax including, but not limited to, the following:

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We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain qualification as a RIC under Subchapter M of the Code.

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We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

Risks Related to Our Business and Structure

Our ability to achieve our investment objective depends on our Adviser’s ability to manage and support our investment process. If our Adviser were to lose a significant number of its key professionals, fail to attract or retain talent, or terminate the Investment Advisory Agreement, our ability to achieve our investment objective could be significantly harmed.

We do not have any employees, and we have no internal management capacity other than our appointed executive officers. Accordingly, we are dependent upon the investment expertise, skill and network of business contacts of our Adviser to actively manage our investment portfolio and to achieve our investment objective. Our Adviser will evaluate, negotiate, execute, monitor, and service our investments. Our success will depend to a significant extent on the continued service and coordination of our Adviser, including its key professionals, to identify, analyze, invest in, finance, and monitor companies that meet our investment criteria. Our Adviser’s capabilities in structuring the investment process, and providing competent, attentive and efficient services to us depend on the involvement of investment professionals of adequate number and sophistication to match the corresponding flow of transactions. To achieve our investment objective, our Adviser may need to retain, hire, train, supervise, and manage new investment professionals to participate in our investment selection and monitoring process. Our Adviser may not be able to find qualified investment professionals in a timely manner or at all. Any failure to do so could have a material adverse effect on our business, financial condition and results of operations. The departure of a significant number of key professionals from our Adviser could have a material adverse effect on our ability to achieve our investment objective.

In addition to the above dependencies, the Adviser’s investment professionals are actively involved in managing the investment decisions of other funds, as well as investment decisions of other clients of MSD. Accordingly, these investment professionals will have demands on their time for the investment, monitoring and other functions of other funds and other clients advised by the Adviser. See “Risks Related to our Adviser and its Affiliates -- We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interest.” There can be no assurance that the Adviser’s investment professionals will continue to be associated with the Adviser throughout the Company’s life, and the failure to attract or retain such investment professionals could have a material adverse effect on us and our Shareholders, including, for example, by limiting the Adviser’s ability to pursue particular investment strategies discussed herein. Competition in the financial services industry for qualified employees is intense, and there is no guarantee that the talents of the Adviser’s investment professionals could be replaced. Our continued ability to effectively manage our portfolio depends on the Adviser’s ability to attract new employees and to retain and motivate its existing employees.

We rely on a substantial number of personnel of BDT & MSD, counterparties and other service providers. Accordingly, risks associated with errors of such personnel are inherent in our business and operations. Further, misconduct by such personnel could cause significant losses. MSD employee misconduct may include binding us to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from misconduct by such personnel, including, without limitation, failing to recognize trades and misappropriating assets. In addition, such personnel may improperly use or disclose confidential information. Any misconduct by such personnel could result in litigation or serious financial harm to us, including limiting our business prospects or our future marketing activities. Although the Adviser and its affiliates will adopt measures to prevent and detect employee misconduct and to transact with reliable counterparties and third party providers, such measures may not be effective in all cases.

Finally, the Investment Advisory Agreement has a termination provision that allows the agreement to be terminated by the vote of a majority of our Board, or by a majority of the holders of our outstanding voting securities, on 60 days’ notice, without penalty. Furthermore, the Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by the Adviser. If the Adviser resigns or is terminated, or if we do not obtain the requisite approvals of shareholders and our Board to approve an agreement with the Adviser after an assignment, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms prior to the termination of the Investment Advisory Agreement, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption and costs under any new agreements that we enter into could increase. Our financial condition, business and results of operations, as well as our ability to meet our payment obligations under our indebtedness and pay distributions, are likely to be adversely affected, and the value of our common stock may decline.

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We borrow money, which magnifies the potential for gain or loss and may increase the risk of investing in us.

The use of leverage magnifies the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. However, we have in the future intend to borrow from, and may in the future issue debt securities to, banks, insurance companies and other lenders. Lenders of these funds will have fixed dollar claims on our assets that are superior to the claims of common Shareholders, and we would expect such lenders to seek recovery against its assets in the event of a default. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instruments we may enter into with lenders. In addition, under the terms of a Credit Facility and any borrowing facility or other debt instrument that we may enter into, we are likely to be required to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have had we not leveraged, thereby magnifying losses or eliminating our stake in a leveraged investment. Similarly, any decrease in our revenue or income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make dividend payments on its common stock or preferred stock. Our ability to service any debt will depend largely on its financial performance and will be subject to prevailing economic conditions and competitive pressures.

We are required to meet a coverage ratio of total assets to total borrowings and other senior securities of at least 150%. As a BDC, we are generally required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that it may issue in the future, of at least 200%. If this ratio declines below 150%, we will not be able to incur additional debt and could be required to sell a portion of our investments to repay some debt when it is otherwise disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to make distributions. The amount of leverage that we employ will depend on the Adviser’s and the Board’s assessment of the market and other factors at the time of any proposed borrowing. We cannot ensure that we will be able to obtain credit at all or on terms acceptable to us.

Finally, a Credit Facility will, and any future debt facilities may, impose financial and operating covenants that restrict our business activities, including limitations that hinder our ability to finance additional loans and investments or to make the distributions required to maintain our qualification as a RIC under the Code.

Defaults under our current borrowings or any future borrowing facility or notes may adversely affect our business, financial condition, results of operations and cash flows.

The Company has entered into multiple Credit Facilities, including through SPV I, the Company’s wholly-owned subsidiary, which entered into a senior secured revolving credit facility with Deutsche Bank AG, New York Branch (the “SPV I Facility”); through SPV II, the Company’s wholly-owned subsidiary, which entered into a loan and security agreement with Citizens Bank, N.A. as lender and administrative agent, the Company as collateral manager, the other lenders party thereto, U.S. Bank Trust Company, National Association as collateral agent, and U.S. Bank National Association as account bank and collateral custodian (the “SPV II Facility”); a senior secured revolving credit facility with JPMorgan Chase Bank, N.A. (the “Revolving Credit Facility”); through Repurchase Obligations with Macquarie Bank Limited (the “Repurchase Obligation”); a term debt securitization (the “2023 Debt Securitization”); and through Unsecured Notes, inclusive of Series A, Series B, Series C, Series D, Series E, Series F, Series G, 2030 Notes, and 2031 Notes (“Notes“). The closing of a Credit Facility is contingent on a number of conditions including, without limitation, the negotiation and execution of definitive documents relating to such Credit Facility. The Company intends to use borrowings under each Credit Facility to make additional investments, repay outstanding indebtedness, and for other general corporate purposes. There can be no assurance that the Company will be able to close any additional Credit Facilities or obtain other financing in the future.

In the event the Company defaults under a Credit Facility or any other future borrowing facility, the Company’s business could be adversely affected as the Company may be forced to sell a portion of its investments quickly and prematurely at what may be disadvantageous prices in order to meet outstanding payment obligations and/or support working capital requirements under such Credit Facility or such future borrowing facility, any of which would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under the relevant Credit Facility or such future borrowing facility could assume control of the disposition of any or all of the Company’s assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows. As part of certain Credit Facilities, the right to make capital calls of Shareholders may be pledged as collateral to the lender, which will be able to call for capital contributions upon the occurrence of an event of default under such Credit Facility. To the extent such an event of default does occur, Shareholders could therefore be required to fund any shortfall up to their remaining capital commitments, without regard to the underlying value of their investment.

We are subject to risks associated with the 2023 Debt Securitization.

As a result of our debt securitization, including the 2023 Debt Securitization, we are subject to a variety of risks, including those set forth below. We use the term “debt securitization” to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical debt securitization, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity may issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. In our debt securitization, institutional investors purchase certain notes issued by our indirect, wholly-owned subsidiary, in private placements. Pursuant to a collateral management agreement governing our debt securitization, we may incur liability as the collateral manager to our indirect, wholly-owned subsidiary. Additionally, as collateral manager to our indirect, wholly-owned subsidiary, we manage multiple tranches of debt associated with the debt securitization. We also hold equity in the debt securitization, and this first loss position may create a more concentrated risk of loss compared to our overall portfolio.

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Refinancing Risk

We cannot assure you that the Company’s business will generate sufficient cash flow from operations or that future borrowings will be available to the Company under existing Credit Facilities or otherwise in an amount sufficient to enable the Company to pay its indebtedness or to fund other liquidity needs. We may need to refinance all or a portion of the Company’s indebtedness on or before it matures, including the Credit Facilities. However, we cannot assure shareholders that the Company will be able to refinance any of its indebtedness on commercially reasonable terms or at all. If we cannot service the Company’s indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure shareholders that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our shareholders or on terms that would not require us to breach the terms and conditions of the Company’s existing or future debt agreements.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are qualifying assets. We believe that most of the investments that we may acquire in the future will constitute qualifying assets. However, we may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could violate the 1940 Act provisions applicable to BDCs. As a result of such violation, specific rules under the 1940 Act could prevent us, for example, from making follow-on investments in existing portfolio companies which could result in the dilution of our position or could require us to dispose of investments at inappropriate times in order to come into compliance with the 1940 Act. If we need to dispose of investments quickly, it could be difficult to dispose of such investments on favorable terms. We may not be able to find a buyer for such investments and, even if we do find a buyer, we may have to sell the investments at a substantial loss. Any such outcomes would have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Regulations governing our operation as a BDC and RIC affect our ability to raise capital and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a BDC, the necessity of raising additional capital may expose us to risks, including risks associated with leverage.

The Company will not generally be able to issue and sell its Common Stock at a price below its then-current net asset value per share. Pursuant to Section 23 of the 1940 Act, the Company is required to determine the net asset value of its shares within 48 hours prior to the sale of its shares. The Company may, however, sell Common Stock, or warrants, options or rights to acquire the Company’s Common Stock, at a price below the then-current net asset value per share of the Company’s Common Stock if the Board determines that such sale is in the Company’s best interests, and if Shareholders approve such sale. In any such case, the price at which the Company’s securities are to be issued and sold may not be less than a price that, in the determination of the Valuation Designee (as defined below), closely approximates the fair value of such securities (less any distributing commission or discount). If the Company raises additional funds by issuing Common Stock or senior securities convertible into, or exchangeable for, its Common Stock, then the percentage ownership of Shareholders at that time will decrease, and Shareholders may experience dilution.

The credit markets are volatile and the availability of, and commercially reasonable terms associated with, indebtedness may be difficult to ascertain. Because of this, there can be no assurance that the Company will be able to obtain indebtedness or that indebtedness will be accessible by the Company at any time. If indebtedness is available to the Company, there can be no assurance that such indebtedness will be on terms favorable to the Company and/or terms comparable to terms obtained by competitors, including with respect to interest rates. The terms of any indebtedness are expected to vary based on the counterparty, timing, size, market interest rates, other fees and costs, duration, advance rates, eligible investments, ability to borrow in currencies other than the U.S. dollar and Investor creditworthiness and composition. Moreover, market conditions or other factors may cause or permit the amount of leverage employed by the Company to fluctuate over their life. Furthermore, the Company may seek to obtain indebtedness on an investment-by-investment basis and leverage may not be available or may be available on less desirable terms in connection with particular investments.

Certain state laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the servicing and collection of principal and/or interest on the loans owned by or otherwise underlying the Company’s investments.

The loans may also be subject to U.S. federal laws, including:

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the U.S. federal Truth-in-Lending Act and Regulation Z promulgated thereunder, which require certain disclosures to the borrowers regarding the terms of loans;

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the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act, in the extension of credit; and

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the Fair Credit Reporting Act, which regulates the use and reporting of information related to the borrower’s credit experience.

Violations of certain provisions of these U.S. federal laws may limit the ability of the applicable loan servicer to collect all or part of the principal of or interest on the loans. In addition, violations of certain provisions of these U.S. federal laws could subject the Company to damages and administrative enforcement and could result in the borrowers rescinding such loans against either the Company or subsequent holders of such loans.

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Owning loans involves the collection of numerous accounts and compliance with various U.S. federal, state and local laws that regulate consumer lending. Owners of loans and servicers may be subject from time to time to various types of claims, legal actions (including class action lawsuits), investigations, subpoenas and inquiries in the course of their business. It is impossible to predict the outcome of any particular actions, investigations or inquiries or the resulting legal and financial liability. If any such proceeding were determined adversely to the Company or any of its affiliates or any other servicer and were to have a material adverse effect on its financial condition, the ability of such servicer to service the loans could be impaired.

The Company may purchase loans that either are subject to regulatory scrutiny or are so new that no clear legal guidelines have been established with respect to the regulation and compliance of such businesses with existing laws, rules and regulations. Therefore, there will be little or no legal authority or precedent governing the practices of the sellers of those loans or, in fact, of the status of those loans. While the Adviser believes that each loan purchased by the Company will be in compliance with applicable laws, rules and regulations, in many cases it might not be possible for the Company to be certain that this is the case or that the loans otherwise will not be subject to regulatory or civil challenge. Moreover, although the Adviser will seek to ensure that borrowers operate their businesses in accordance with applicable law, there can be no assurance that each such business will continue to be so operated or that the law will remain constant or that government regulators or civil litigants will not challenge the legality of the business operations of the borrowers subject to the loans purchased by the Company.

The nature, timing and economic and political effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Any such changes or prolonged uncertainty surrounding future changes may adversely affect our operating environment and therefore our business, financial condition, results of operations and growth prospects.

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. ESG issues, including those related to climate change and sustainability, may have an adverse effect on our business, financial condition and results of operations and damage our reputation. Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders, regulators, and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or stock price of such a company could be materially and adversely affected.

We may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our ability to access capital could be harmed.

Additionally, certain investors and lenders may exclude companies, such as us, from their investing portfolios altogether due to ESG factors. These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets. If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our then indebtedness. Further, it is likely that we will incur additional costs and require additional resources to monitor, report and comply with any actual or proposed regulations. The occurrence of any of the foregoing could have a material adverse effect on our business and financial condition. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

Our competitors include both existing and newly formed equity and debt focused public and private funds, other BDCs, investment banks, venture-oriented commercial banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than us. For example, some competitors may have a lower cost of capital and access to funding sources (including deposits) that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or to the distribution and other requirements we must satisfy to maintain our ability to be subject to tax treatment as a RIC. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to offer.

The competitive pressures we face may have a material adverse effect on our financial condition, results of operations and cash flows. We believe that some competitors may make loans with rates that are comparable or lower than our rates. We may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.

In addition, we believe a significant part of our competitive advantage stems from the fact that the market for investments in small, fast-growing, private companies is underserved by traditional commercial banks and other financing sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms.

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New or modified laws or regulations governing our operations could adversely affect our business.

We and our portfolio companies are subject to regulation by laws at the U.S. federal, state and local levels. Despite political tensions and uncertainty, changes in federal policy, including tax policies, as well as the positions of regulatory agencies are expected to occur over time through policy and personnel changes, which may lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. These laws and regulations, as well as their interpretation, could change from time to time, including as the result of interpretive guidance or other directives from the U.S. President and others in the executive branch. Any new or changed laws or regulations, as well as changes in the positions, or existence, of regulatory agencies, which may lead to changes in the level of oversight in the financial service industry, could have a material adverse effect on our business, and political uncertainty could increase regulatory uncertainty in the near term. The nature, timing and economic effects of any potential changes to the current legal and regulatory framework affecting the financial service industry remains uncertain.

We are subject to litigation risk associated with our business operations.

Should we need to collect on a defaulted loan, litigation could result. There is a high cost associated with any litigation and the results of litigation are always uncertain. Even before litigation is commenced, we could experience substantial costs in trying to collect on defaulted investments, such as legal fees, collection agency fees, or discounts related to the assignment of a defaulted loan to a third party. Our investment activities may further subject us to the risks and costs of becoming involved in litigation with third parties due to, among other reasons, the fact that different investor groups may have qualitatively different, and frequently conflicting, interests with respect to certain investments. The risk of litigation with third parties will be elevated in situations where we exercise control or significant influence over an issuer’s direction, including where we own or are otherwise affiliated with a loan servicer or originator, as loan originators are routinely involved in legal proceedings concerning matters that arise in the ordinary course of their business and, on occasion, are the subject of regulatory actions by state and federal regulators. Such proceedings or actions may adversely affect such companies’ financial results. Furthermore, we may be required to pay legal fees, settlement costs, damages, penalties or other charges, any or all of which could materially adversely affect us and our investments.

We are subject to cybersecurity risks.

The Company depends on the Adviser to develop and implement appropriate systems for the Company’s activities. The Company relies extensively on computer programs and systems (and may rely on new systems and technology in the future) for various purposes including, without limitation, to trade, clear and settle securities transactions, to evaluate certain securities based on real-time trading information, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of the Company’s activities. In addition, certain of the Company’s and the Adviser’s operations interface will be dependent on systems operated by third parties, including its prime brokers, the Administrator, market counterparties and their sub-custodians and other service providers, and the Company or Adviser may not be in a position to verify the risks or reliability of such third-party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by computer “worms”, viruses and power failures. Any such defect or failure could have a material adverse effect on the Company. For example, such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect the Company’s ability to monitor its investment portfolio and its risks.

As part of its business, the Adviser processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Company and personally identifiable information of the Shareholders. Similarly, service providers of the Adviser, the Company, especially the Administrator, may process, store and transmit such information. The Adviser has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Adviser may be susceptible to compromise, leading to a breach of the Adviser’s network. The Adviser’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by the Adviser to the Shareholders may also be susceptible to compromise. Breach of the Adviser’s information systems may cause information relating to the transactions of the Company and personally identifiable information of the Shareholders to be lost or improperly accessed, used or disclosed. The rapid evolution and scale of artificial intelligence technologies also may increase the likelihood or effectiveness of a cyberattack against us, the Adviser, or our third-party service providers. For example, artificial intelligence-enabled fraud can materially impact the effectiveness of our traditional cybersecurity controls by accelerating and scaling social engineering, creating realistic synthetic documents, and defeating common authentication methods.

The service providers of the Adviser, and the Company, are subject to the same electronic information security threats as the Adviser. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Company and personally identifiable information of the Shareholders may be lost or improperly accessed, used or disclosed.

The loss or improper access, use or disclosure of the Adviser’s or the Company’s proprietary information may cause the Adviser or the Company to suffer, among other things, financial loss, the disruption of their business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Company and in turn the Company and the Shareholders’ investments therein.

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Technological innovations and industry disruptions, including those related to artificial intelligence and machine learning, may negatively impact us.

There continues to be significant evolution and developments in the use of artificial intelligence (“AI”) technologies, such as ChatGPT. We cannot fully determine the impact or cybersecurity risk of such evolving technology to our business at this time. We may incorporate, directly or through third-party vendors, the use of AI into our business and operations, and anticipate that usage and adoption of AI in the marketplace will continue to grow. As with many disruptive innovations, AI presents risks and challenges that could affect its accuracy adoption and therefore our business. While we intend the use of any AI to make processes more efficient, AI models may not achieve sufficient levels of accuracy. AI algorithms may be flawed, the datasets on which such algorithms are trained may be insufficient, raise privacy concerns or contain biased information, which could undermine the decisions, predictions or analysis of AI applications produce, subjecting us to competitive harm, legal liability, and brand or reputational harm. A number of jurisdictions have passed laws and implemented regulations, or are considering the same, related to the use of AI and affecting AI companies, which could limit or adversely affect our business. Further, we may not be able to control how third-party AI technologies that we choose to use are developed or maintained, or how data we input is used or disclosed, even where we have sought contractual protections with respect to these matters. The misuse or misappropriation of our data could have an adverse impact on our reputation and could subject us to legal and regulatory investigations and/or actions.

The majority of the Company’s shares are held and controlled by one entity.

While shares of the Company are held by a number of entities, a substantial percentage of shares are held and controlled by entities with the same ultimate beneficial owner. As a result, the voting power of the Company is highly concentrated. Unless and until the Company’s share ownership becomes more diversified, any matters brought before the Company’s shareholders will likely be controlled by the vote of the controlling entities. To the extent an individual shareholder’s interests differ from those of the controlling entities with respect to any matter brought before the shareholders for a vote, such shareholder’s vote will likely not be sufficient to change the outcome of the vote.

Risks Related to an Investment in Our Shares

A shareholder’s interest in us will be diluted if we issue additional shares, which could reduce the overall value of an investment in us.

Our shareholders do not have preemptive rights to purchase any shares we issue in the future. Our charter authorizes us to issue up to 100 million shares of common stock. Pursuant to our charter, a majority of our entire Board may amend our charter to increase the number of shares of common stock we may issue without shareholder approval. Our Board may elect to sell additional shares in the future or issue equity interests in private offerings. To the extent we issue additional equity interests at or below net asset value, your percentage ownership interest in us may be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you may also experience dilution in the book value and fair value of your shares.

Under the 1940 Act, we generally are prohibited from issuing or selling our common stock at a price below then-current net asset value per share, which may be a disadvantage as compared with other companies. We may, however, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the then-current current net asset value of our common stock if our Board and independent directors determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, including a majority of those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities (less any distributing commission or discount). If we raise additional funds by issuing common stock or senior securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our shareholders at that time will decrease and you will experience dilution.

Certain provisions of our charter and actions of our Board could deter takeover attempts and have an adverse impact on the value of shares of our common stock.

Our charter, as well as certain statutory and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to acquire us. Our Board is divided into three classes of directors serving staggered three-year terms, which could prevent shareholders from removing a majority of directors in any given election. Our Board may, without shareholder action, authorize the issuance of shares in one or more classes or series, including shares of preferred stock; and our Board may, without shareholder action, amend our charter to increase the number of shares of our common stock, of any class or series, that we will have authority to issue. These anti-takeover provisions may inhibit a change of control in circumstances that could give the holders of shares of our common stock the opportunity to realize a premium over the value of shares of our common stock.

Investing in our securities involves a high degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options, including volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our common stock may not be suitable for someone with lower risk tolerance.

Risks Related to Our Investments

Our investments in portfolio companies may be risky, and we could lose all or part of our investments.

All investments risk the loss of capital. No guarantee or representation is made that an investment in the Company will be successful. The Company’s investment program will involve, without limitation, risks associated with limited diversification, use of leverage, credit deterioration and default risks, systems risks and other risks inherent in the Company’s activities. Certain investment techniques of the Company can, in certain circumstances, substantially increase the impact of adverse market movements to which the Company may be subject. In addition, the Company’s investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Company invests its assets.

The Company’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted.

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Our strategy focuses primarily on originating and making loans to, and making debt and equity investments in, U.S. middle market companies, with a focus on originated transactions sourced through the networks of our Adviser. Short transaction closing timeframes associated with originated transactions coupled with added tax or accounting structuring complexity and international transactions may result in higher risk in comparison to non-originated transactions.

Most debt securities in which we intend to invest will not be rated by any rating agency and, if they were rated, they would be rated as below investment grade quality and are commonly referred to as “high yield” or “junk.” Debt securities rated below investment grade quality are generally regarded as having predominantly speculative characteristics and may carry a greater risk with respect to a borrower’s capacity to pay interest and repay principal. In addition, some of the loans in which we may invest may be “covenant-lite” loans. We use the term “covenant-lite” loans to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants. Additionally, the rapid emergence of AI-first companies and generative AI tools poses significant competitive threats to traditional business models.

AI companies have announced vertical-specific applications that challenge incumbents. It is possible that AI agents and autonomous AI systems could displace traditional business applications. Our portfolio companies may face margin pressure, customer churn, and declining recurring revenue if they fail to effectively integrate AI capabilities, differentiate their offerings from AI-native competitors, or adapt their technology platforms to meet evolving customer expectations for AI-powered functionality.

We may be subject to risks associated with our investments in the software industry.

The revenue, income (or losses) and valuations of software and other technology-related companies, including companies focused on the development of artificial intelligence, can and often do fluctuate suddenly and dramatically. The continued expansion may also lead to inflated or unstainable valuations for certain companies, particularly in the absence of consistent revenue or profitability. If valuations are not supported by long-term fundamentals, a correction in the market could result in substantial losses for our investments in the software industry. This risk is heightened in an environment where market sentiment and investor enthusiasm for artificial intelligence-driven innovation may outpace actual business performance of certain software and other technology-related companies, which may result in the valuation of such portfolio companies being negatively impacted by broader economic or market shifts.

In addition, because of rapid technological change, the average selling prices of software products have historically decreased over their productive lives. As a result, the average selling prices of software offered by our portfolio companies may decrease over time, which could adversely affect their operating results and, correspondingly, the value of any securities that we may hold. Additionally, companies operating in the software industry are subject to vigorous competition, changing technology, changing client and end-consumer needs, evolving industry standards and frequent introductions of new products and services. Our portfolio companies that may be considered a part of the software industry could compete with companies that are larger and could be engaged in a greater range of businesses or have greater financial, technical, sales or other resources than our portfolio companies do. Our portfolio companies could lose market share if their competitors introduce or acquire new products that compete with their software and related services or add new features to existing products. Any deterioration in the results of our portfolio companies due to competition or otherwise could, in turn, materially adversely affect our business, financial condition and results of operations. The Company has made and may make in the future investments in portfolio companies that would be considered software. As of December 31, 2025, such investments represented approximately 8% of the Company’s total portfolio investments at approximately $524 million. Based on the Company’s current industry classifications, which does not include a software specific classification, such investments are currently classified under other industry categorizations in the Consolidated Schedule of Investments.

Our investment portfolio is recorded at fair value as determined by the Valuation Designee in accordance with procedures established by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

Many of our Portfolio Investments take the form of securities that are not publicly traded. The fair value of loans, securities and other investments that are not publicly traded may not be readily determinable and are valued at fair value as determined in good faith by the Valuation Designee, including to reflect significant events affecting the value of our investments. Most, if not all, of our investments (other than cash and cash equivalents) will be classified as Level 3 assets under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification, Fair Value Measurement and Disclosures (“ASC 820”). This means that our portfolio valuations will be based on unobservable inputs and our assumptions about how market participants would price the asset or liability in question. Inputs into the determination of fair value of our Portfolio Investments require significant management judgment or estimation. Even if observable market data are available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information. We have retained the services of one or more independent service providers to review the valuation of these loans and securities. The types of factors that may be taken into account in determining the fair value of Portfolio Investments generally include, as appropriate, comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flow, the markets in which the portfolio company does business, and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time, and may be based on estimates, determinations of fair value may differ materially from the values that would have been used if a ready market for these loans and securities existed. Our net asset value could be adversely affected if determinations regarding the fair value of our investments were materially higher than the values that we ultimately realize upon the disposal of such loans and securities. In addition, the method of calculating the Management Fee (and the Incentive Compensation) may result in conflicts of interest between the Adviser, on the one hand, and Shareholders on the other hand, with respect to the valuation of investments. See “Risks Related to our Adviser and its Affiliates – Our fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage.”

A lack of liquidity in our investments may adversely affect us.

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Certain securities or obligations held by the Company may have terms longer than the term of the Company and certain loans may have grace periods of several years. Furthermore, the Company may, in connection with collateral held by it, acquire non-marketable common or preferred equity securities and other illiquid assets with equity participation features, which, to the extent that they have value at all, will likely not have realizable value for a significant period of time. Accordingly, certain investments may need to be disposed of upon dissolution of the Company for less than their potential value.

The lack of liquidity in the Company’s investments may materially and adversely affect the Company’s value. As the Company primarily invests in loans to private companies, substantially all of their investments are less liquid than publicly traded securities and may be subject to contractual, statutory or regulatory prohibitions on disposition. While the Adviser anticipates that the Company will hold a significant portion of such investments until realization, should the Adviser determine it to be advisable to earlier dispose of any such investments, the Company may have difficulty doing so and in certain cases may only be able to sell such investments at substantial discounts to face value.

Inflation may adversely affect the business, results of operations and financial condition of our portfolio companies.

Certain of our portfolio companies may be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs along to their customers, it could adversely affect their results and impact their ability to pay interest and principal on our loans. In addition, any projected future decreases in our portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future unrealized losses and therefore reduce our net assets resulting from operations.

We are exposed to risks associated with changes in interest rates, including the current rising interest rate environment.

Following a period of elevated interest rates to address inflation concerns, the Federal Reserve has reduced its benchmark interest rate by 0.25% in each of September 2025, October 2025 and December 2025, bringing the benchmark rate to the 3.50% to 3.75% range. While Federal Reserve has indicated that there may be additional rate cuts in the future, policymakers continue to emphasize their commitment to monitoring and addressing inflationary pressures. Given the evolving economic environment and policy considerations, there can be no assurance regarding the magnitude or timing of future federal funds rate adjustments in either direction. It is possible that the Federal Reserve’s tightening cycle could result in a recession in the United States, which could have a material adverse effect on our business, results of operations and financial condition. An increase in interest rates could decrease the value of any investments we hold which earn fixed interest rates and also could increase our interest expense, thereby decreasing our net income. Also, an increase in interest rates available to investors could make an investment in shares of our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. Further, rising interest rates could also adversely affect our performance if such increases cause our borrowing costs to rise at a rate in excess of the rate that our investments yield. It is possible that the Federal Reserve's tightening cycle could also result in a recession in the United States, which could have a material adverse effect on our business, results of operations and financial condition.

Defaults by our portfolio companies could jeopardize a portfolio company’s ability to meet its obligations under the debt or equity investments that we hold, which could harm our operating results.

Although the Company intends primarily to invest in loans and other debt instruments or obligations secured by collateral, the Company may be exposed to losses resulting from default and foreclosure of any such loans or interests in loans in which it has invested. Therefore, the value of underlying collateral, the creditworthiness of borrowers and the priority of liens are each of great importance in determining the value of the Company’s investments. No guarantee can be made regarding the adequacy of the protection of the Company’s security in the loans or other debt instruments in which it invests. Moreover, in the event of foreclosure, the Company or an affiliate thereof may assume direct ownership of any assets collateralizing such foreclosed loans. The liquidation proceeds upon the sale of such assets may not satisfy the entire outstanding balance of principal and interest on such foreclosed loans, resulting in a loss to the Company. Any costs or delays involved in the effectuation of loan foreclosures or liquidation of the assets collateralizing such foreclosed loans will further reduce proceeds associated therewith and, consequently, increase possible losses to the Company. In addition, no assurances can be made that borrowers or third parties will not assert claims in connection with foreclosure proceedings or otherwise, or that such claims will not interfere with the enforcement of the Company’s rights.

Under certain circumstances, collateral securing an investment may be released without the consent of the Company. Moreover, the Company’s security interest (with respect to investments in secured debt) may be unperfected for a variety of reasons, including the failure to make required filings by lenders and, as a result, the Company may not have priority over other creditors as anticipated. First-priority lien investments made by the Company may, in certain cases, provide a first-priority lien over some, but not all, of the assets of the relevant borrower. The Company may also invest in second-lien debt, high-yield securities, marketable and nonmarketable common and preferred equity securities and other unsecured instruments each of which involves a higher degree of risk than senior first-lien secured debt, including the re-use and subsequent loss of collateral by the borrower. Furthermore, the Company’s right to payment and its security interest, if any, may be subordinated to the payment rights and security interests of senior lenders (with respect to some or all of the assets of an issuer in which the Company invests). Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In such cases, the ability of the issuer to repay the principal in respect of the Company’s investment may be dependent upon a liquidity event or the long-term success of the company, the occurrence of which is uncertain.

In addition, issuers in which the Company invests could present a high degree of business and credit risk. Issuers in which the Company invests could deteriorate as a result of, among other factors, an adverse development in their businesses, a change in the competitive environment or the occurrence, continuation or worsening of any economic and financial market downturns and dislocations. As a result, issuers that the Company expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress.

The terms of any derivative hedging arrangements entered into by the Company may provide that related collateral given to, or received by, the Company may be pledged, lent, re-hypothecated or otherwise re-used by the collateral taker for its own purposes. If collateral received by the Company is reinvested or otherwise reused, the Company is exposed to the risk of loss on that investment. Should such a loss occur, the value of the collateral will be reduced and the Company will have less protection if the counterparty defaults. Similarly, if the counterparty reinvests or otherwise re-uses collateral received from the Company and suffers a loss as a result, it may not be in a position to return that collateral to the Company should the relevant transaction complete, be unwound or otherwise terminate and the Company is exposed to the risk of loss of the amount of collateral provided to the counterparty.

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The Company will invest in debt instruments and equity securities of companies that it does not control. Such investments will be subject to the risk that the issuer may make business, financial or management decisions with which the Company does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve the Company’s interests. In addition, the Company may share control over certain investments with co-investors, which may make it more difficult for the Company to implement its investment approach or exit the investment when it otherwise would. The occurrence of any of the foregoing could have a material adverse effect on the Company and in turn the Company and the Shareholders’ investments therein.

International investments create additional risks.

The Company may invest in financial instruments of non-U.S. entities and governments. Investing in the financial instruments of entities and governments outside of the United States involves certain considerations not usually associated with investing in financial instruments of U.S. entities or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory or other taxation, imposition of withholding or other taxes on interest, dividends, capital gains or other income or gross sale or disposition proceeds, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Company’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the United States generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the United States than for those located in the United States. As a result, the Company may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Company’s rights in such markets.

The Company may, on an opportunistic basis, invest in the securities of companies in various foreign emerging markets. Investments in foreign emerging markets involve certain unique risks, including risks of volatility in those markets, governmental intervention in those markets and cross-shareholdings in companies in certain countries. There is also generally less publicly available information about foreign companies than about U.S. companies, and foreign companies are subject to accounting, auditing and financial reporting standards and requirements different from those applicable to U.S. companies. The value of companies in foreign emerging markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws. Companies in foreign emerging markets may be subject to heightened risks, including risks of relatively unstable governments, nationalization of businesses, restrictions on foreign ownership, prohibitions on the repatriation of assets and less protection of property rights. The economies of countries in emerging markets may be based on only a few industries, be highly vulnerable to changes in local or global trade conditions and suffer from extreme and volatile debt burdens or inflation rates. Moreover, the economies in such countries may differ unfavorably from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency.

Finally, we may, on an opportunistic basis, invest in loans, secured debt or other investments that are denominated in a currency other than the U.S. dollar. In such an event, the prices of such investments will be determined with reference to currencies other than the U.S. dollar but the Company will value its securities and other assets in U.S. dollars. To the extent that the Company makes investments that are denominated in a currency other than the U.S. dollar, the Company generally expects to hedge its foreign currency exposure. However, to the extent that the Company’s foreign currency exposure is not hedged, the value of the Company’s assets will fluctuate with U.S. dollar exchange rates as well as the price changes of the Company’s investments. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. An increase in the value of the U.S. dollar compared to the other currencies in which the Company makes its investments will reduce the effect of increases and magnify the effect of decreases in the prices of the Company’s investments in foreign markets. As a result, the Company could realize a net loss on an investment, even if there were a gain on the underlying investment before currency losses were taken into account.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer, excluding limitations on investments in other investment companies. To the extent that we assume large positions in the securities of a small number of issuers or industries, our net asset value may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. Unfavorable performance by a small number of Portfolio Investments could adversely affect the aggregate returns realized by Shareholders. We expect to invest in a number of Portfolio Investments, but such number may be insufficient to afford adequate diversification to mitigate the risk that an insufficient number of Portfolio Investments in which we invest may yield a return.

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The Company may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. In addition, the aggregate returns the Company realizes may be significantly adversely affected if a small number of investments perform poorly or if the Company needs to write down the value of any one investment. Additionally, a downturn in any particular industry in which the Company is invested could significantly affect the Company’s aggregate returns.

Because the Company may invest significant amounts of the Company’s available capital in a single investment, any single loss may have a significant adverse impact on the Company’s capital. While the Company will generally focus on borrowers who are U.S. SMBs, the Adviser may determine whether companies meet the foregoing criteria in its sole discretion. In addition, except as may be provided by the requirement to invest at least 70% of its assets in qualifying investments and as may be necessary to qualify as a RIC, the Company is not restricted in its ability to invest in companies of any size or in any geographical location, and may from time to time or over time invest in companies of any size or in any geographical location. The Company’s performance may be adversely affected by industry or region-specific factors. Although the Adviser attempts to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. Any inadequacy or failure in the Adviser’s risk management efforts could result in material losses for the Company.

Our ability to enter into transactions involving derivatives and unfunded commitment transactions may be limited

Rule 18f-4 under the 1940 Act (“Rule 18f-4”) relates to the use of derivatives and other transactions that create future payment or delivery obligations by BDCs (and other funds that are registered investment companies). Under Rule 18f-4, BDCs that use derivatives are subject to a value-at-risk leverage limit, certain derivatives risk management program and testing requirements and requirements related to board reporting. These new requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. A BDC that enters into reverse repurchase agreements or similar financing transactions could either (i) comply with the asset coverage requirements of Section 18, as modified by Section 61 of the 1940 Act, when engaging in reverse repurchase agreements or (ii) choose to treat such agreements as derivatives transactions under Rule 18f-4. In addition, under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. If the BDC cannot meet this requirement, it is required to treat the unfunded commitment as a derivatives transaction subject to the aforementioned requirements of Rule 18f-4. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts. We qualify as a “limited derivatives user,” and as a result the requirements applicable to us under Rule 18f-4 may limit our ability to use derivatives and enter into certain other financial contracts. However, if we fail to qualify as a limited derivatives user and become subject to the additional requirements under Rule 18f-4, compliance with such requirements may increase cost of doing business, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Risks Relating to Hedging Transactions.

We seek to hedge against interest rate and currency exchange rate fluctuations and credit risk by using structured financial instruments such as futures, options, swaps and forward contracts, subject to the requirements of the 1940 Act. Use of structured financial instruments for hedging purposes may present significant risks, including the risk of loss of the amounts invested. Defaults by the other party to a hedging transaction can result in losses in the hedging transaction. Hedging activities also involve the risk of an imperfect correlation between the hedging instrument and the asset being hedged, which could result in losses both on the hedging transaction and on the instrument being hedged. Use of hedging activities may not prevent significant losses and could increase our losses. Further, hedging transactions may reduce cash available to pay distributions to our shareholders.

The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. Unanticipated changes in currency exchange rates or other exposures that we might hedge may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security. If restrictions on exercise were imposed, we might be unable to exercise an option we had purchased. If we were unable to close out an option that we had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless.

Risks Related to the Economy

The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.

U.S. capital markets have experienced volatility and disruption following, among other things, the conflict between Russia and Ukraine that began in late February 2022 and ongoing turmoil in Europe and the Middle East. The U.S. economy, as well as most other major economies, have continued to experience unpredictable economic conditions, such as inflationary pressures, elevated interest rates, new tariffs, trade barriers and the failure of major financial institutions, and we anticipate our businesses would be materially and adversely affected by any prolonged economic downturn or recession in the United States and other major markets. In addition, disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. As the result of the current market conditions, and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

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Current market conditions may make it difficult to raise equity capital because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than the then-current NAV per Share without first obtaining approval for such issuance from our Shareholders and our Independent Directors. In addition, these market conditions may make it difficult to access or obtain new indebtedness with similar terms to our existing indebtedness.

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Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity).

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Significant changes in the capital markets may adversely affect the pace of our investment activity and economic activity generally.

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The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

Global economic, political and market conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability.

The current worldwide financial markets situation, as well as various social and political tensions in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility, may have long term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.

Russian Invasion of Ukraine and turmoil in Europe and the Middle East.

Russia’s invasion of Ukraine, the ongoing turmoil in Europe and the Middle East, and corresponding events, have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia’s actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia. The current sanctions and the potential for future sanctions, and other actions, and Russia’s retaliatory responses to those sanctions and actions, may continue to adversely impact the Russian economy and may result in the further decline of the value and liquidity of Russian securities, a continued weakening of the ruble, exchange closures and may have other adverse consequences on the Russian economy that could impact the value of Russian investments and impair the ability of a client to buy, sell, receive, or deliver those securities. In addition, the ongoing conflicts in Europe and the Middle East could cause further volatility and uncertainty in global economic markets. Moreover, those events have, and could continue to have, an adverse effect on global markets’ performance and liquidity, thereby negatively affecting the value of a client’s investments beyond any direct exposure to Russian or Middle Eastern issuers. The duration of ongoing hostilities and the vast array of sanctions and related events cannot be predicted. Those events present material uncertainty and risk with respect to markets globally and the performance of a client and its investments or operations could be negatively impacted.

Financial Institution Risk; Distress Events.

An investment in the Company is subject to the risk that one of the Company’s banks, brokers, hedging counterparties, lenders or other custodians of some or all of the Company’s assets (each, a “Financial Institution”) fails to perform its obligations or experiences insolvency, closure, receivership or other financial distress or difficulty, similar to that experienced by Silicon Valley Bank and Signature Bank in March 2023 (each, a “Distress Event”). Distress Events can be caused by factors including eroding market sentiment, significant withdrawals, fraud, malfeasance, poor performance or accounting irregularities. In the event a Financial Institution experiences a Distress Event, the Company may not be able to access deposits, borrowing facilities or other services for an extended period of time or ever. Although assets held by regulated Financial Institutions in the United States frequently are insured up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation (“FDIC”), in the case of banks, or the Securities Investor Protection Corporation (“SIPC”), in the case of certain broker-dealers, amounts in excess of the relevant insurance are subject to risk of loss, and any non-U.S. Financial Institutions that are not subject to similar regimes pose increased risk of loss. In the event of a failure of a banking institution, access to the Company’s bank accounts could be restricted and FDIC protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Company may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. Investors could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, the Company may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Although in recent years governmental intervention has resulted in additional protections for depositors, there can be no assurance that governmental intervention will be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets.

U.S. policy changes may adversely affect our business.

Political and governmental shifts in the United States have led to changing stances on numerous domestic and international issues. These changes, along with the resulting economic uncertainty, could impact our ability to source, negotiate, execute, manage, or exit investments. Actions taken by the United States government domestically, in the Western hemisphere, or globally may have significant global effects—including on market and financial conditions, trade policies, tax rates, legal or regulatory regimes and broader economic and social dynamics. Such actions could also prompt additional reciprocal, retaliatory, or responsive measures from other countries, regional blocs (including the European Union), corporations, or other market participants. The United States has taken certain actions to, and has indicated that it may continue seek to, withdraw from, renegotiate, amend, rescind or not abide by certain agreements, policies, regulations, statutes and other measures, and could pursue policy outcomes that may diverge significantly from prior assumptions. However, the specific measures that will be further implemented or enacted, as well as their impact on us and our portfolio companies, remain uncertain and could change frequently. Any such developments could materially affect our projections, goals, assumptions, targets, estimates, forecasts, strategies or plans in ways that cannot currently be determined with any certainty, including through effects (inside and outside the United States) on the desirability of certain financial or nonfinancial assets, the investability of certain countries or regions, the business prospects of certain industries, the certainty or predictability of legal systems and otherwise.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

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Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during these periods. In particular, in past periods of instability, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined, impairing their capital positions and abilities to lend and invest. In addition, continued uncertainty surrounding the negotiation of trade deals between the United Kingdom and the European Union following the United Kingdom’s exit from the European Union and uncertainty between the United States and certain other countries, including with respect to trade policies, treaties, sanctions, and tariffs, among other factors, have caused disruption in the global markets. There can be no assurance that market conditions will not worsen in the future.

In an economic downturn, we may have non-performing assets or non-performing assets may increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing our loans. A severe recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and harm our operating results.

The occurrence of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our investments, and our ongoing operations, costs and profitability. Any such unfavorable economic conditions, including rising interest rates, may also increase our funding costs, limit our access to capital markets or negatively impact our ability to obtain financing, particularly from the debt markets. In addition, any future financial market uncertainty could lead to financial market disruptions and could further impact our ability to obtain financing.

These events could limit our investment originations, limit our ability to grow and negatively impact our operating results and financial condition.

Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, negatively impact us.

There has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. The current U.S. presidential administration, along with the U.S. Congress, has created significant uncertainty about the future relationship between the United States and certain other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers or the cost of such goods and have a material adverse effect on their business, financial condition and results of operations, which in turn could negatively impact us.

We are subject to risks associated with international conflicts and geopolitical events.

Wars and other international conflicts, such as the U.S. - Iran hostilities and Iran's retaliatory actions throughout the Middle East, the Israeli-Palestinian conflicts and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have, and may in the future, put in place or expand sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses.

The ongoing U.S.-Iran conflict, as well as heightened tensions in other regions, have also contributed to increased geopolitical uncertainty and volatility in global financial markets. The situation remains highly fluid and volatile, with significant uncertainty as to how events will unfold. Such developments have affected, and may continue to affect, energy and commodity prices, international shipping routes, supply chains, insurance markets and cross-border capital flows. Escalation, expansion or spillover of existing conflicts, or the outbreak of new conflicts between regional or global powers or their aligned groups, could materially disrupt economic activity, increase market volatility, reduce investor confidence and adversely affect the availability or cost of financing. The duration, scope and potential consequences of such hostilities are inherently uncertain and may change rapidly, and any such developments could have a material adverse effect on the Company’s investments, operations, and performance.

The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Company or any particular industry, business or investee country, as well as the duration and severity of such effects, is impossible to predict. These matters may have a significant adverse impact and result in significant losses to the Company. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and reductions in the availability of capital. It may also limit the ability of the Company to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) and international negotiations over such conflicts may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the investment strategies which the Company intend to pursue, all of which could adversely affect the Company’s ability to fulfill its investment objectives.

Risks Related to our Adviser and its Affiliates

The Adviser and its affiliates may face conflicts of interest, which could result in increased risk-taking by us.

The Adviser will be subject to a variety of actual or perceived conflicts of interest in making investments on behalf of the Company. For example, the Adviser may be subject to conflicts relating to its selection of brokers on behalf of the Company. Portfolio transactions for the Company are allocated to brokers on the basis of best execution and in consideration of a broker’s ability to effect the transactions, its facilities, reliability and financial responsibility and the provision or payment by the broker of the costs of research and research-related services. However, brokers may provide other services that are beneficial to the Adviser, but not necessarily beneficial to the Company, including, without limitations, capital introduction, marketing assistance, consulting with respect to technology, operations, equipment and office space, commitment to capital, access to company management, access to deal flow and other services or items. Such services and items may influence the Adviser’s selection of brokers.

Our fee structure may create incentives for our Adviser to make speculative investments or use substantial leverage.

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The Adviser and its affiliates will receive substantial fees from us in return for their services. These fees may include certain incentive fees based on the amount of appreciation of our investments. These fees could influence the advice provided to us. Generally, the more equity we sell in public offerings and the greater the risk assumed by us with respect to our investments, including through the use of leverage, the greater the potential for growth in our assets and profits, and, correlatively, the fees payable by us to our Adviser. These compensation arrangements could affect our Adviser’s or its affiliates’ judgment with respect to public offerings of equity, incurrence of debt, and investments made by us, which allow our Adviser to earn increased asset management fees.

We may compete for capital and investment opportunities with other entities managed by our Adviser or its affiliates, subjecting our Adviser to certain conflicts of interest.

The 1940 Act prohibits or restricts the Company’s ability to engage in certain principal transactions and joint transactions with certain “close affiliates” and “remote affiliates.” For example, the Company is prohibited from buying or selling any security from or to any person who owns more than 25% of its voting securities or certain of that person’s affiliates (each a “close affiliate”), or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. The Company considers the Adviser and its affiliates, to be “close affiliates” for such purposes. The Company is prohibited under the 1940 Act from participating in certain principal transactions and joint transactions with a “remote affiliate” without the prior approval of the Independent Directors. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities will be a “remote affiliate” for purposes of the 1940 Act, and the Company is generally prohibited from buying or selling any security from or to such affiliate without the prior approval of the Independent Directors.

The Company may, however, invest alongside the Adviser’s investment funds, accounts and investment vehicles in certain circumstances where doing so is consistent with the Company’s investment strategy as well as applicable law and SEC staff interpretations. For example, the Company may invest alongside such investment funds, accounts and investment vehicles consistent with guidance promulgated by the SEC staff to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the Adviser, acting on the Company’s behalf and on behalf of such investment funds, accounts and investment vehicles, negotiates no term other than price. The Company may also invest alongside the Adviser’s investment funds, accounts and investment vehicles as otherwise permissible under regulatory guidance, applicable regulations and the Adviser’s allocation policy. An exemptive order was issued by the SEC on June 9, 2025 (the “Order”) to the Company and certain of its affiliates, superseding the prior order dated February 16, 2022 (as amended on August 31, 2022). The Order permits the Company, subject to certain terms and conditions, to participate in certain co-investment transactions with funds and accounts managed by the Adviser that otherwise would be prohibited under either or both of Section 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, in accordance with the conditions to the Order. The Order permits the Company to co-invest the Adviser’s investment funds, accounts and investment vehicles in the Adviser’s originated loan transactions under certain enumerated conditions if the Board determines that it would be advantageous for the Company to co-invest with investment funds, accounts and investment vehicles managed by the Adviser in a manner consistent with the Company’s investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

The Company’s allocation policy provides that allocations among the Company and investment funds, accounts and investment vehicles managed by the Adviser and its affiliates will generally be made in a manner deemed to be fair and equitable over time which does not favor one client or group of clients, taking into consideration such factors as legal, regulatory and tax considerations, availability of capital for investment by the account, liquidity concerns and such other factors as deemed under the particular circumstances to be relevant in making the investment allocation determination as determined, in the Company’s case, by the Adviser as well as the terms of the Company’s governing documents and those of such investment funds, accounts and investment vehicles. It is the Company’s policy to base its determinations on such factors as: the amount of cash on-hand, existing commitments and reserves, if any, the Company’s targeted leverage level, the Company’s targeted asset mix and diversification requirements and other investment policies and restrictions set by the Board or imposed by applicable laws, rules, regulations or interpretations. The Company expects that these allocation determinations will be made similarly for investment funds, accounts and investment vehicles managed by the Adviser. However, the Company can offer no assurance that investment opportunities will be allocated to the Company fairly or equitably in the short-term or over time.

In situations where co-investment with investment funds, accounts and investment vehicles managed by the Adviser is not permitted or appropriate, such as when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between the Company’s interests and those of the Adviser’s clients, subject to the limitations described in the preceding paragraph, the Adviser will need to decide which client will proceed with the investment. Moreover, except in certain limited circumstances as permitted by the 1940 Act, such as when the only term being negotiated is price, the Company will be unable to invest in any issuer in which an investment fund, account or investment vehicle managed by the Adviser has previously invested. Similar restrictions limit the Company’s ability to transact business with its officers or directors or their affiliates. These restrictions will limit the scope of investment opportunities that would otherwise be available to the Company. If the Company is prohibited by applicable law from investing alongside the Adviser’s investment funds, accounts and investment vehicles with respect to an investment opportunity, the Company will not participate in such investment opportunity.

We may be obligated to pay our Adviser incentive fees even if we incur a net loss due to a decline in the value of our portfolio and even if our earned interest income is not payable in cash.

The Investment Advisory Agreement entitles our Adviser to receive an incentive fee based on our pre-incentive fee net investment income regardless of any capital losses. In such case, we may be required to pay our Adviser an incentive fee for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.

Any incentive fee payable by us that relates to pre-incentive fee net investment income may be computed and paid on income that may include interest that has been accrued but not yet received or interest in the form of securities received rather than cash (“payment-in-kind” or “PIK” income). PIK income will be included in the pre-incentive fee net investment income used to calculate the incentive fee to our Adviser even though we do not receive the income in the form of cash. If a portfolio company defaults on a loan that is structured to provide accrued interest income, it is possible that accrued interest income previously included in the calculation of the incentive fee will become uncollectible. Our Adviser is not obligated to reimburse us for any part of the incentive fee it received that was based on accrued interest income that we never receive as a result of a subsequent default.

The quarterly incentive fee on income is recognized and paid without regard to: (i) the trend of pre-incentive fee net investment income as a percent of adjusted capital over multiple quarters in arrears which may in fact be consistently less than the quarterly preferred return, or (ii) the net income or net loss in the current calendar quarter, the current year or any combination of prior periods.

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For U.S. federal income tax purposes, we may be required to recognize taxable income in some circumstances in which we do not receive a corresponding payment in cash and to make distributions with respect to such income to maintain our tax treatment as a RIC and/or minimize U.S. federal income tax imposed at corporate rates or excise tax. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. This difficulty in making the required distribution may be amplified to the extent that we are required to pay the incentive fee on income with respect to such accrued income. As a result, we may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax imposed at corporate rates.

Our ability to enter into transactions with our affiliates is restricted.

The Company generally will be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Independent Directors of the Company and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of the Company’s outstanding voting securities is an affiliate of the Company for purposes of the 1940 Act, and the Company generally will be prohibited from buying or selling any security from or to such affiliate, absent the prior approval of the Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of the Company’s affiliates, which could include investments in the same issuers (whether at the same or different times), without prior approval of the Independent Directors and, in some cases, the SEC. If a person acquires more than 25% of the Company’s voting securities, the Company will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit the Company’s ability to transact business with the Company’s officers or directors or their affiliates. These prohibitions will affect the manner in which investment opportunities are allocated between the Company and other funds managed by MSD or its affiliates. Most importantly, the Company generally will be prohibited from co-investing with other BDT & MSD Accounts or affiliates of the Adviser in MSD-originated loans and financings unless the Company co-invests in accordance with the applicable regulatory guidance or has obtained an exemptive order from the SEC permitting such co-investment activities. Accordingly, while the Adviser intends to allocate suitable opportunities among the Company and other BDT & MSD Accounts or affiliates of the Adviser based on the principles described above, the prohibition on co-investing with affiliates could significantly limit the scope of investment opportunities available to the Company. In particular, the decision by MSD to allocate an opportunity to one or more BDT & MSD Accounts or to an affiliate of the Adviser, or the existence of a prior co-investment structure, might cause the Company to forgo an investment opportunity that it otherwise would have made. Similarly, the Company generally may be limited in its ability to invest in an issuer in which a BDT & MSD Account or affiliate of the Adviser had previously invested. The Company may in certain circumstances also be required to sell, transfer or otherwise reorganize assets in which the Company has invested with BDT & MSD Accounts or affiliates of the Adviser at times that the Company may not consider advantageous.

The Order permits the Company, subject to certain terms and conditions, to participate in certain co-investment transactions with funds and accounts managed by the Adviser that otherwise would be prohibited under either or both of Section 17(d) and 57(a)(4) of the 1940 Act and Rule 17d-1 thereunder, in accordance with the conditions to the Order.

Risks Related to U.S. Federal Income Tax

We cannot predict how new tax legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes could have a negative effect on us. The laws pertaining to U.S. federal income tax are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. The likelihood of any such legislation being enacted is uncertain. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could have adverse tax consequences, such as significantly and negatively affecting our ability to qualify for tax treatment as a RIC or negatively affecting the U.S. federal income tax consequences applicable to us and our investors as a result of such qualification. Shareholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our common stock.

We will be subject to U.S. federal income tax imposed at corporate rates if we are unable to maintain qualification as a RIC under Subchapter M of the Code.

To maintain RIC tax treatment under the Code, we must meet the following minimum annual distribution, income source and asset diversification requirements. See “Item 1. Business — Certain U.S. Federal Income Tax Considerations.”

The Annual Distribution Requirement for a RIC generally will be satisfied if we distribute (or deemed distributed) to our shareholders on an annual basis at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gains over realized net long-term capital losses. In addition, a RIC may, in certain cases, satisfy the Annual Distribution Requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of Subchapter M. We would be subject to U.S. federal income tax imposed at regular corporate rates, on retained income and/or gains, including any short-term capital gains or long-term capital gains. We also must make distributions to satisfy an additional Excise Tax Distribution Requirement in order to avoid a 4% excise tax on certain undistributed income. Because we may use debt financing, we are subject to (i) an asset coverage ratio requirement under the 1940 Act and may, in the future, be subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements. If we are unable to obtain cash from other sources, or choose or are required to retain a portion of our taxable income or gains, we could (1) be required to pay excise taxes and (2) fail to qualify for RIC tax treatment.

The income source requirement will be satisfied if we obtain at least 90% of our annual income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain "qualified publicly traded partnerships," or other income derived from the business of investing in stock or securities.

The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. Specifically, (1) at least 50% of the value of our assets must consist of cash, cash equivalents (including receivables), U.S. government securities, securities of other RICs, and other securities if such securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and (2) no more than 25% of the value of our assets can be invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities, other than the securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses, or (iii) the securities of certain “qualified publicly traded

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partnerships” as defined by the Code. Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC status. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

If we fail to qualify for or maintain RIC tax treatment for any reason and are subject to U.S. federal income tax, the resulting taxes could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions.

We may invest in certain debt and equity investments through subsidiaries that are classified as corporations for U.S. federal income tax purposes, and the net taxable income of these subsidiaries will be subject to U.S. federal income and state and local taxes imposed at corporate rates. We may invest in certain foreign debt and equity investments which could be subject to non-U.S. taxes (such as income tax, withholding, and value added taxes).

We may have difficulty paying our required distributions if we recognize income before, or without, receiving cash representing such income.

For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, since we will likely hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments with PIK, secondary market purchases of debt securities at a discount to par, interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as unrealized appreciation for foreign currency forward contracts and deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes) that could be treated under the Code and U.S. Treasury regulations as “passive foreign investment companies” and/or “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to ensure that U.S. taxpayers are either, in effect, taxed currently (or on an accelerated basis with respect to corporate-level events) or taxed at increased tax rates at distribution or disposition. In certain circumstances this could require us to recognize income where we do not receive a corresponding payment in cash.

Unrealized appreciation on derivatives, such as foreign currency forward contracts, may be included in taxable income while the receipt of cash may occur in a subsequent period when the related contract expires. Any unrealized depreciation on investments that the foreign currency forward contracts are designed to hedge are not currently deductible for tax purposes. This can result in increased taxable income whereby we may not have sufficient cash to pay distributions or we may opt to retain such taxable income and pay a 4% excise tax. In such cases we could still rely upon the “spillover provisions” to maintain RIC tax treatment.

We anticipate that a portion of our income may constitute OID or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts with respect to debt securities acquired in the secondary market and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes. Because any OID or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement, even if we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may fail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax imposed at corporate rates.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Risk Management and Strategy

We rely on the cybersecurity policies and procedures implemented by BDT & MSD. BDT & MSD have processes in place for assessing, identifying, and managing material risks from potential unauthorized occurrences on or through our electronic information systems that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of controls, processes, systems, and tools that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting our data. Pursuant to BDT & MSD’s Information Security Policy, the BDT & MSD Chief Technology Officer (“CTO”) is responsible for the oversight and implementation of the Information Security Policy. At times BDT & MSD may also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying, and managing cybersecurity risks.

BDT & MSD use processes to oversee and identify material risks from cybersecurity threats, including those associated with the use of third-party service providers. Additionally, BDT & MSD use systems and processes designed to reduce the impact of a security incident at a third-party service provider. As part of its risk management process, BDT & MSD also maintain an incident response plan that is utilized when cybersecurity incidents impacting us are detected. BDT & MSD also require that all employees, including employees of BDT & MSD complete interactive security awareness training on an annual basis.

Material Impact of Cybersecurity Risks

As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, future incidents could have a material impact on our business.

Governance

Our cybersecurity risks and associated mitigations are evaluated by our management and BDT & MSD as needed, but no less frequently than annually. The BDT & MSD CTO periodically reports to our board of directors on developments to the information security and cybersecurity risks we face. Reports include, among other things, an overview of BDT & MSD’s controls and procedures related to assessing, identifying, and managing risks related to cybersecurity threats, oversight of third-party service providers and related cybersecurity threats, and management’s evaluation of cybersecurity risks material to us.

Item 2. Properties.

We do not own any real estate or other physical properties materially important to our operation. Our corporate headquarters are located at 550 Madison Avenue, 20th Floor, New York, New York, 10022, and are provided for by the Administrator in accordance with the terms of our Administration Agreement. We believe that our office facilities are suitable and adequate for our business as it is contemplated to be conducted.

Item 3. Legal Proceedings.

Neither we nor the Adviser are currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us or them. From time to time, we and/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.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our shares of common stock, par value $0.001 per share, of the Company (“Shares,” each a “Share,” and a holder thereof a “Shareholder”) will be offered and sold in transactions exempt from registration under the 1933 Act under Section 4(a)(2) and Regulation D promulgated thereunder. There is no public market for our Shares currently, nor can we give any assurance that one will develop.

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Because Shares are being acquired by investors in transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) the Adviser’s consent is granted, and (ii) the shares are registered under applicable securities laws or specifically exempted from registration (in which case the Shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares and to execute such other instruments or certifications as are reasonably required by us.

On November 29, 2023, the Company issued 250 shares of its 12.0% Series A Preferred Stock . The Series A Preferred Stock was offered and sold in a transaction exempt from registration under the 1933 Act under Section 4(a)(2) and Regulation D promulgated thereunder. All outstanding shares of the Series A Preferred Stock were redeemed on December 15, 2025.

Holders

As of March 25, 2026 there were 687 shareholders of our common stock.

Determinations in Connection with our Offerings

In connection with the Private Offering of our Shares, to the extent we do not have Shareholder approval to sell below NAV, our Board or an authorized committee thereof will be required to make a good faith determination that we are not selling our Shares at a price below the then current net asset value of our Shares at the time at which the sale is made. Our Board or an authorized committee thereof will consider the following factors, among others, in making such determination:

•

the net asset value of our Shares disclosed in the most recent periodic report we filed with the SEC;

•

our management’s assessment of whether any material change in the net asset value of our Shares has occurred (including through the realization of gains on the sale of our portfolio securities) during the period beginning on the date of the most recently disclosed net asset value of our Shares and ending as of a time within 48 hours (excluding Sundays and holidays) of the sale of our Shares; and

•

the magnitude of the difference between (i) a value that our Board or an authorized committee thereof has determined reflects the current (as of a time within 48 hours excluding Sundays and holidays) net asset value of our Shares, which is based upon the net asset value of our Shares disclosed in the most recent periodic report we filed with the SEC, as adjusted to reflect our management’s assessment of any material change in the net asset value of our Shares since the date of the most recently disclosed net asset value of our Shares, and (ii) the offering price of our Shares in the proposed offering.

These processes and procedures are part of our compliance policies and procedures. Records will be made contemporaneously with all determinations described in this section and these records will be maintained with other records we are required to maintain under the 1940 Act.

Distribution Policy

Because we intend to maintain our status as a RIC for U.S. federal income tax purposes, we intend to distribute at least 90% of our annual taxable income to our Shareholders. To the extent our taxable earnings fall below the total amount of our paid distributions for any given fiscal year, a portion of those paid distributions may be deemed to be a tax return of capital to our Shareholders. The timing and amount of our distributions, if any, is determined by our Board. Any distributions to shareholders are declared out of assets legally available for distribution. See Note 9. Net Assets to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for the history of distributions declared for the years ended December 31, 2023, December 31, 2024 and December 31, 2025.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan pursuant to which Shareholders may elect to have their distributions automatically reinvested in additional shares of the Company’s common stock, rather than receiving distributions. As a result, if the Board authorizes, and the Company declares a distribution, then Shareholders who have opted into the Company’s distribution reinvestment plan will have their distribution automatically reinvested in additional shares of the Company rather than receiving the distribution in cash. Any fractional Share of the Company’s common stock otherwise issuable to a participant in the distribution reinvestment plan will instead be paid in cash.

No action will be required on the part of a registered Shareholder to receive his, her, or its dividend in cash. A registered shareholder that wishes to participate in the distribution reinvestment plan must notify U.S. Bank Global Fund Services in writing no later than ten calendar days prior to the record date for any dividend or other distribution and such election will remain in place until the Shareholder notifies U.S. Bank Global Fund Services otherwise.

Shareholders who receive distributions in the form of Shares will generally be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions; however, since their cash distributions will be reinvested, those Shareholders will not receive cash with which to pay any applicable taxes.

Unregistered Sales of Equity Securities

There were no Shares issued and sold in reliance upon the available exemptions from the registration requirements of the 1933 Act, including Section 4(a)(2) and Regulation D promulgated thereunder, other than those already disclosed in certain Current Reports on Form 8-K filed with the SEC.

Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information in this management's discussion and analysis of financial condition and results of operations relates to MSD Investment Corp., including its wholly-owned subsidiaries (collectively, "we", "us", "our" or the "Company"). The terms “Adviser” and “MSD,” prior to June 30, 2025, refer to MSD Partners, L.P., a Delaware limited partnership, and subsequent to June 30, 2025, refer to BDT & MSD BDC Management, LLC, a Delaware limited liability company, each in their capacity as our investment adviser. The term “Administrator,” prior to August 11, 2025, refers to MSD Partners, L.P., and subsequent to August 11, 2025, refers to BDT & MSD BDC Management, LLC, in its capacity as our administrator. The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” The discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those risks set forth in section entitled “Risk Factors” in Part I of this Annual Report on Form 10-K.

Overview

We were established as a Delaware limited liability company on February 18, 2021, and converted to MSD Investment, LLC, a Maryland limited liability company, on October 22, 2021. On December 1, 2021, the Company entered into purchase agreements with the Funds pursuant to which the Company agreed to acquire the Initial Portfolio for an aggregate cash purchase price equal to the fair value of such assets, plus accrued but unpaid interest as of the closing date, less any principal payments received between signing of the purchase agreements and the closing of the transactions contemplated thereby. The closing of the purchase of the Initial Portfolio by the Company occurred on December 21, 2021. As consideration for the Portfolio, the Company paid the Funds an aggregate purchase price of $656.5 million. On December 28, 2021, the Company filed Articles of Conversion (and related Articles of Incorporation) with the Maryland Department of Assessments and Taxation in order to effectuate the Corporate Conversion. In accordance with the Articles of Conversion and Maryland law, the Corporate Conversion became effective as of 12:01 a.m. on January 1, 2022 and, as result of the Corporate Conversion, each share representing a portion of the membership interests of the Company prior to the effective time of the Corporate Conversion was automatically converted into one share of common stock, par value $0.001 per share, of the Company. In connection with the Corporate Conversion the Company changed its name from “MSD Investment, LLC” to “MSD Investment Corp.” On December 29, 2021, the Company filed a Form N-54A to elect to be regulated as a BDC under the 1940 Act.

We have elected, and intend to qualify annually, to be treated as a RIC for U.S. federal income tax purposes. As a BDC and a RIC, we will be required to comply with certain regulatory requirements.

The Company’s investment objective is to invest in a broad range of portfolio companies, primarily through senior secured loans and notes where we believe the probability of losses are limited and the opportunity to generate attractive risk adjusted returns is maximized. The Adviser (as defined below) expects to execute this strategy by continuing its long history of leveraging its network to source and diligence what it believes to be attractive opportunities across a broad range of industries. The strategy will be executed by a team of experienced investment professionals who have more than a 20-year history of successfully deploying capital in both liquid and illiquid investments.

Financial and Operating Highlights

The following table presents financial and operating highlights (i) as of December 31, 2025 and December 31, 2024 and (ii) for the years ended December 31, 2025, 2024, and 2023:


	As of
	December 31, 2025			December 31, 2024
Total assets	$	6,590,450		$	4,685,663
Investments in portfolio companies, at fair value	$	6,391,054		$	4,529,064
Borrowings	$	3,251,000		$	2,232,043
Net assets	$	3,278,352		$	2,401,934
Net asset value per common share	$	23.71		$	23.87
Leverage ratio (borrowings / total assets)		49.3	%		47.6	%


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Average net assets	$	2,668,610		$	1,659,875	$	695,339
Average borrowings	$	2,776,963		$	1,774,784	$	804,401
Cost of investments purchased	$	3,072,656		$	3,464,619	$	1,550,830
Sales of investments	$	385,590		$	249,531	$	78,128
Principal repayments	$	910,391		$	950,462	$	319,913
Net investment income	$	268,542		$	183,025	$	96,142
Net realized gains (losses)	$	13,907		$	26,176	$	2,439
Net change in unrealized appreciation (depreciation)	$	(20,390	)	$	16,107	$	37,095
Net increase (decrease) in net assets resulting from operations	$	262,059		$	225,308	$	135,676
Net investment income per share - basic and diluted	$	2.43		$	2.77	$	3.23
Earnings per share - basic and diluted	$	2.38		$	3.41	$	4.56

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Portfolio and Investment Activity for the years ended December 31, 2025 and December 31, 2024

The following table presents our portfolio company activity for the years ended December 31, 2025 and December 31, 2024:


	For the Year Ended December 31, 2025			For the Year Ended December 31, 2024
Portfolio companies at beginning of period		84			61
Number of added portfolio companies		26			47
Number of exited portfolio companies		(21	)		(24	)
Portfolio companies at period end		89			84

Number of debt investments period end		199			155
Number of equity and other investments at period end		4			6

The following table presents a roll-forward of all investment purchase, sale and repayment activity and changes in fair value, within our investment portfolio for the years ended December 31, 2025 and December 31, 2024:


	Year Ended December 31, 2025
	First Lien Debt			Second Lien Debt			Subordinated Debt		Equity and Other Investments			Total Investments
Fair value, beginning of year	$	4,375,355		$	89,485		$	990	$	63,234		$	4,529,064
Purchase of investments		3,065,415			—			271		4,258			3,069,944
Proceeds from principal repayments and sales of investments		(1,172,910	)		(60,898	)		—		(60,051	)		(1,293,859	)
Other changes in fair value (1)		77,284			1,529			220		6,873			85,906
Fair value, end of year	$	6,345,144		$	30,116		$	1,481	$	14,314		$	6,391,055


	Year Ended December 31, 2024
	First Lien Debt			Second Lien Debt			Subordinated Debt		Equity and Other Investments		Total Investments
Fair value, beginning of year	$	1,942,841		$	226,320		$	—	$	27,892	$	2,197,053
Purchase of investments		3,437,794			1,687			990		24,148		3,464,619
Proceeds from principal repayments and sales of investments		(1,050,902	)		(149,092	)		—		—		(1,199,994	)
Other changes in fair value (1)		45,622			10,570			—		11,194		67,386
Fair value, end of period	$	4,375,355		$	89,485		$	990	$	63,234	$	4,529,064

(1)

Other changes in fair value includes changes resulting from realized and unrealized gains and losses, amortization/accretion and increases from PIK income.

Table of Contents

The following table presents selected information regarding our investment portfolio as of December 31, 2025 and December 31, 2024:


	As of
	December 31, 2025			December 31, 2024
Investments:
Number of portfolio companies		89			84
Number of investments		203			161
Average investment at fair value	$	31,483		$	28,131
Average cost of debt investments as a percentage of par (1)		97.71	%		98.25	%
Debt investments on non-accrual status as a percent of amortized cost of total debt investments		0.14	%		0.25	%
Debt investments on non-accrual status as a percent of fair value of total debt investments		0.07	%		0.10	%
Number of debt investments on non-accrual status		1			1
Weighted Average EBITDA (mm) (2)		150.2			193.0
Median EBITDA (mm) (2)		119.5			134.5
Weighted average net debt through tranche (2)	4.2x			4.2x
Weighted average interest rate coverage (2)	2.5x			2.3x
Percentage of sponsored investments		90.40	%		83.50	%

Floating interest rate debt investments:
Percent of debt portfolio (3)		99.2	%		97.4	%
Weighted average interest rate floors		0.90	%		0.89	%
Weighted average coupon spread to base interest rate		550	bps		575	bps
Weighted average effective yield on floating rate debt investments at amortized cost (4)		9.72	%		10.65	%
3 Month SOFR		3.65	%		4.31	%

Fixed interest debt investments: (5)
Percent of debt portfolio (3)		0.8	%		2.6	%
Weighted average coupon rate		12.37	%		9.03	%
Weighted average effective yield on fixed rate debt investments at amortized cost (4)		13.89	%		10.45	%

Other metrics:
Weighted average years to maturity on debt investments		4.45	years		4.69	years
Weighted average effective yield on the portfolio at amortized cost (4) (5)		9.76	%		10.70	%

(1)

Calculated as amortized cost of all debt investments divided by the par value of all debt investments.

(2)

Figures are based on portfolio company financial statements available to the Company at period end.

(3)

Percent is calculated as a percentage of fair value of total debt investments.

(4)

Weighted average effective yield is calculated as the effective yield of each investment and weighted by its amortized cost as compared to the aggregate amortized cost of all investments.

(5)

Calculations exclude non-performing debt investments.

The following table presents the maturity schedule of our funded debt investments based on their principal amount as of December 31, 2025 and December 31, 2024:


	December 31, 2025					December 31, 2024
Maturity Year	Principal Amount		Percentage of Debt Portfolio			Principal Amount		Percentage of Debt Portfolio
2023	$	16,697		0.3	%	$	12,853		0.3	%
2025		—		—			58,566		1.3
2026		50,578		0.8			362,772		8.0
2027		147,083		2.2			209,661		4.6
2028		862,956		13.2			485,678		10.7
2029		1,193,538		18.3			1,244,911		27.3
2030		2,238,383		34.3			1,184,200		26.0
2031		1,202,888		18.4			992,388		21.8
2032		813,777		12.5			—		—
2033		350		—			—		—
	$	6,526,250		100.0	%	$	4,551,029		100.0	%

Table of Contents

We utilize an investment rating system to monitor the credit profile of our underlying portfolio companies. We use a five-level ratings scale to classify individual investments.

•

Investment Rating 1 - Investment is performing materially above expectations.

•

Investment Rating 2 - Investment is performing above expectations.

•

Investment Rating 3 - Investment is performing materially in-line with expectations. All new loans received a rating of 3 at initial investment.

•

Investment Rating 4 - Investment is performing materially below expectations. Investments with a rating of 4 receive more frequent attention from our team as the risks of impairment have increased substantially since investment. Loss of principal is not expected, however there may be lost interest.

•

Investment Rating 5 - Investment is performing materially below expectations and there is a high probability of impairment. Loss of principal and interest is probable.

The following tables show the investment rankings of the debt investments in our portfolio as of December 31, 2025 and December 31, 2024:


	As of December 31, 2025							As of December 31, 2024
Risk Rating	Fair Value		% of Portfolio			# of Investments		Fair Value		% of Portfolio			# of Investments
1	$	—		0.0	%		—	$	—		0.0	%		—
2		138,382		2.2			7		138,919		3.1			4
3		6,079,704		95.1			181		4,325,456		95.5			154
4		165,169		2.6			11		60,298		1.3			2
5		7,799		0.1			4		4,391		0.1			1
	$	6,391,054		100.0	%		203	$	4,529,064		100.0	%		161

Results of Operations

Revenues

We generate revenues primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have expected maturities of two to eight years, although we have no lower or upper constraint on maturity, and typically earn interest at floating and fixed interest rates. Interest on our debt securities is generally payable to us monthly, quarterly or semi-annually. The outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the respective maturity dates. In addition, we may generate revenue in the form of dividends from preferred and common equity investments, amortization of original issue discount, prepayment fees, commitment fees, origination fees and fees for providing significant managerial assistance.

Operating Expenses

Our primary operating expenses include a management fee and, depending on our operating results, a performance-based incentive fee, interest expense, administrative services, custodian and accounting services and other third-party professional services fees and expenses. The management and performance-based incentive fees compensate the Adviser for its services in identifying, evaluating, negotiating, closing and monitoring our investments.

Operating Results for the years ended December 31, 2025, 2024, and 2023 are presented below:


	For the Year Ended December 31, 2025		For the Year Ended December 31, 2024		For the Year Ended December 31, 2023
Total investment income	$	570,857	$	405,172	$	196,724
Total expenses		302,315		222,147		100,582
Net investment income		268,542		183,025

MSD Investment Corp. 10-K