UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 429, 2026

TPG Twin Brook Capital Income Fund

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-56502

88-6103622

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(IRS Employer Identification Number)

245 Park Avenue, 26th Floor,

New York, NY 10167

(Address of Principal Executive Offices, Zip Code)

(212) 692-2000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure

On June 4, 2026, ~~TPG~~Distributions Twin Brook Capital Income Fund, a Delaware statutory trust (the “Company”), entered into a Third Supplement (the “Third Supplement”), to the Master Note Purchase Agreement dated as of March 19, 2024 (the “Note Purchase Agreement”), governing the issuance of $225,000,000 aggregate principal amount of Series D Notes consisting of (i) $50,000,000 aggregate principal amount of 6.67% Series D Senior Notes, Tranche A, due June 4, 2029 (the “Tranche A Notes”), and (ii) $175,000,000 aggregate principal amount of 7.03% Series D Senior Notes, Tranche B, due June 4, 2031 (the “Tranche B Notes,” together with the Tranche A Notes, the “Series D Notes”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 6.67% per annum and 7.03% per annum, respectively. The Series D Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Tranche A Notes and the Tranche B Notes were delivered and paid for on June 4, 2026.

~~Interest~~On ~~on the Tranche A Notes and the Tranche B Notes will be due semiannually on~~ June ~~30 and December 30 of each year~~29, ~~beginning on December 30~~2026, ~~2026.~~TPG ~~The~~Twin ~~Series~~Brook DCapital ~~Notes~~Income ~~may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and~~Fund, ~~if applicable,~~ a ~~make-whole~~Delaware ~~premium.~~statutory Intrust ~~addition,~~ (the “Company”), isdeclared ~~obligated~~distributions tofor ~~offer~~each toclass ~~prepay~~of ~~the~~its ~~Series~~common Dshares ~~Notes~~of atbeneficial ~~par plus accrued and unpaid~~ interest ~~up to, but excluding,~~ (the ~~date~~“Shares”) ~~of prepayment, if certain change~~ in ~~control events occur. The Series D Notes are general unsecured obligations of~~ the ~~Company~~amounts ~~that~~per ~~rank~~share ~~pari~~set ~~passu~~forth ~~with~~below: ~~all outstanding and future unsecured and unsubordinated indebtedness issued by the Company.~~

The Note Purchase Agreement, as modified by the Third Supplement, contains customary terms and conditions for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, minimum shareholders’ equity of $1,250,000,000 plus 25% of the net proceeds from the sale of equity interests of the Company and its subsidiaries after October 1, 2025, a minimum net worth of $250,000,000, and a minimum asset coverage ratio of 1.50 to 1.00.


	Gross Distribution		Shareholder Servicing Fee		Net Distributions
Class I Common Shares	$	0.2000	$	0.0000	$	0.2000
Class S Common Shares	$	0.2000	$	0.0176	$	0.1824
Class D Common Shares	$	0.2000	$	0.0052	$	0.1948

InThe ~~addition,~~distributions infor ~~the~~each ~~event~~class that a Below Investment Grade Event (as defined in the Note Purchase Agreement) occurs, the Series D Notes will bear interest at the rate per annum which is 1.00% above the interest rate then in effect on the applicable Series D Notes from the date of ~~the~~Shares ~~occurrence~~are ofpayable ~~the Below Investment Grade Event~~ to ~~and~~shareholders ~~until~~of ~~the~~record ~~date on which such Below Investment Grade Event is no longer continuing. In the event that a Secured Debt Ratio Event (~~as ~~defined in the Note Purchase Agreement) occurs, the Series D Notes will bear interest at the rate per annum which is 1.50% above the interest rate then in effect on the applicable Notes as~~ of the ~~earlier~~open of ~~(i)~~business ~~the~~on ~~date~~June of the occurrence of the Secured Debt Ratio Event and (ii) the last day of the applicable fiscal quarter or fiscal year for which financial statements evidence the occurrence of the Secured Debt Ratio Event30, to and until the date on which such Secured Debt Ratio Event is no longer continuing. In the event that a Below Investment Grade Event and a Secured Debt Ratio Event are both continuing at the same time2026, ~~then as of the date on which both such events first simultaneously existed~~ and ~~are~~will ~~continuing~~be ~~until~~paid ~~the earliest date~~ on ~~which either~~ or ~~both~~about ~~events~~July ~~is no longer continuing~~29, ~~the Series D Notes will bear interest at a rate per annum which is 2~~2026.~~00%~~ ~~above the stated rate on the applicable Series D Notes.~~

~~The~~These ~~Note~~distributions ~~Purchase~~will ~~Agreement,~~be aspaid ~~modified~~in bycash ~~the~~or ~~Third~~reinvested ~~Supplement,~~in ~~also~~Shares ~~contains~~for ~~customary~~shareholders ~~events~~participating ~~of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation~~ in ~~any material respect, breach of a covenant, certain cross-defaults or cross-acceleration under other indebtedness of~~ the Company’s ordistribution ~~its~~reinvestment ~~subsidiaries, certain judgments and orders and certain events of bankruptcy~~plan.

~~The~~Item foregoing descriptions of the Third Supplement and the Note Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Third Supplement and the Note Purchase Agreement, which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8~~-K and are incorporated herein by reference~~.01 Other Events

~~Item~~Net ~~2.03~~Asset ~~Creation of a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement~~Value

The ~~information~~net ~~set~~asset ~~forth~~value in(“NAV”) ~~Item~~per ~~1.01~~share of ~~this~~each ~~Current~~class ~~Report~~of onShares ~~Form~~as ~~8-K~~of ~~regarding~~May 31, 2026, as determined in accordance with the ~~Third~~Company’s ~~Supplement~~valuation policy, is ~~incorporated~~set ~~herein~~forth ~~by reference.~~below:

Item 9.01 Financial Statements and Exhibits


	NAV as of May 31, 2026
Class I Common Shares	$	25.2108
Class S Common Shares	$	25.2108
Class D Common Shares	$	25.2108

~~(d)~~As ~~Exhibits~~of May 31, 2026, the Company’s aggregate NAV was $2.6 billion, the fair value of its investment portfolio was $4.6 billion and it had principal debt outstanding of $2.2 billion, resulting in a debt-to-equity ratio of approximately 0.84 times.

Exhibit No.			Description
10.1			Third Supplement to Master Note Purchase Agreement, dated June 4, 2026, by and among TPG Twin Brook Capital Income Fund and the purchasers party thereto.
10.2			Master Note Purchase Agreement, dated as of March 19, 2024, by and among TPG Twin Brook Capital Income Fund (f/k/a, AG Twin Brook Capital Income Fund) and the purchasers party thereto (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 18, 2025).
104			Cover Page Interactive Data File (formatted as Inline XBRL)

Status of the Offering

The Company is currently publicly offering on a continuous basis up to $5.0 billion in Shares (the “Offering”). The following table lists the Shares issued and total consideration for the Offering as of the date of this filing (through the June 1, 2026 subscription date), reflective of transfers between share classes. The table below does not include Shares sold through the Company’s distribution reinvestment plan. The Company intends to continue selling Shares in the Offering on a monthly basis.


	Common Shares Issued	Total Consideration
Class I Common Shares	96,309,783	$	2,440.7	million
Class S Common Shares	11,843,981	$	300.1	million
Class D Common Shares	147,645	$	3.7	million
Total Offering*	108,301,409	$	2,744.5	million

*Amounts may not sum due to rounding

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TPG Twin Brook Capital Income Fund
Dated: June 10, 2026	By:	/s/ Terrence Walters
Dated: June 29, 2026	By:	/s/ Terrence Walters
	Name:	Terrence Walters
	Title:	Chief Financial Officer and Treasurer

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