☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 814-01334
Palmer Square Capital BDC Inc.
(Exact name of registrant as specified in its charter)
Maryland
84-3665200
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
1900 Shawnee Mission Parkway, Suite 315,
Mission Woods, KS
66205
(Address of Principal Executive Offices)
(Zip Code)
(816) 994-3200
(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
Common Stock, par value $0.001 per share
PSBD
New York Stock Exchange
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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 5, 2026, the registrant had 31,120,814 shares of common stock, $0.001 par value per share, outstanding.
Non-controlled, non-affiliated investments, at fair value (amortized cost of $1,283,151,468 and $1,294,556,070, respectively)
$
1,154,636,534
$
1,203,640,318
Cash and cash equivalents
1,489,202
3,217,449
Receivables:
Receivable for sales of investments
538,437
2,821,628
Receivable for paydowns of investments
169,510
233,930
Due from investment adviser
616,715
616,715
Dividend receivable
116,781
195,710
Interest receivable
8,495,169
8,608,563
Prepaid expenses and other assets
62,776
41,446
Total Assets
$
1,166,125,124
$
1,219,375,759
Liabilities:
Credit facilities (net of deferred financing costs of $4,624,358 and $5,030,068, respectively) (Note 6)
$
400,443,711
$
414,438,758
Notes (net of deferred financing costs of $1,575,047 and $1,609,420, respectively) (Note 6)
301,867,199
302,075,353
Payables:
Payable for investments purchased
33,566,779
20,366,967
Distributions payable
11,514,701
13,442,214
Management fee payable
1,932,898
2,129,141
Incentive fee payable
1,576,148
1,866,531
Accrued other general and administrative expenses
1,440,930
933,623
Total Liabilities
$
752,342,366
$
755,252,587
Commitments and contingencies (Note 9)
Net Assets:
Common Shares, $0.001 par value; 450,000,000 shares authorized; 31,120,814 and 31,260,963 as of March 31, 2026 and December 31, 2025, respectively issued and outstanding
$
31,121
$
31,261
Additional paid-in capital
592,054,437
593,643,044
Total distributable earnings (accumulated deficit)
(178,302,800
)
(129,551,133
)
Total Net Assets
$
413,782,758
$
464,123,172
Total Liabilities and Net Assets
$
1,166,125,124
$
1,219,375,759
Net Asset Value Per Common Share
$
13.30
$
14.85
The accompanying notes are an integral part of these consolidated financial statements.
1
Palmer Square Capital BDC Inc.
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended March 31,
2026
2025
Income:
Investment income from non-controlled, non-affiliatedinvestments:
Interest income
$
25,098,926
$
29,819,663
Dividend income
421,134
574,336
Payment-in-kind interest income
430,961
507,850
Other income
265,693
312,430
Total investment income from non-controlled, non-affiliated investments
26,216,714
31,214,279
Total Investment Income
26,216,714
31,214,279
Expenses:
Incentive fees
1,576,148
1,842,706
Interest expense
10,582,817
12,969,757
Management fees
1,932,888
2,333,675
Professional fees
313,603
312,732
Directors fees
36,986
36,987
Other general and administrative expenses
737,622
805,271
Total Expenses
15,180,064
18,301,128
Less: Management fee waiver (Note 3)
—
—
Net expenses
15,180,064
18,301,128
Net Investment Income (Loss)
11,036,650
12,913,151
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments
(10,674,426
)
(5,894,493
)
Total net realized gains (losses)
(10,674,426
)
(5,894,493
)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments
(37,599,190
)
(15,407,869
)
Total net change in unrealized gains (losses)
(37,599,190
)
(15,407,869
)
Total realized and unrealized gains (losses)
(48,273,616
)
(21,302,362
)
Net Increase (Decrease) in Net Assets Resulting from Operations
$
(37,236,966
)
$
(8,389,211
)
Per Common Share Data:
Basic and diluted net increase (decrease) in net assets resulting from operations
$
(1.19
)
$
(0.26
)
Weighted Average Common Shares Outstanding - Basic and Diluted
31,187,746
32,602,053
The accompanying notes are an integral part of these consolidated financial statements.
2
Palmer Square Capital BDC Inc.
Consolidated Statements of Changes in Net Assets
(Unaudited)
For the Three Months Ended March 31,
2026
2025
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income (loss)
$
11,036,650
$
12,913,151
Net realized gains (losses) on investments and foreign currency transactions
(10,674,426
)
(5,894,493
)
Net change in unrealized gains (losses) on investments, foreign currency translations, and foreign currency exchange contracts
(37,599,190
)
(15,407,869
)
Net Increase (Decrease) in Net Assets Resulting from Operations
(37,236,966
)
(8,389,211
)
Decrease in Net Assets Resulting from Stockholder Distributions
Dividends and distributions to stockholders
(11,514,701
)
(12,691,089
)
Net Decrease in Net Assets Resulting from Stockholder Distributions
(11,514,701
)
(12,691,089
)
Increase (Decrease) in Net Assets Resulting from Capital Share Transactions
Issuance of common shares
—
—
Shares issued in connection with dividend reinvestment plan (Note 7)
—
514,649
Repurchase of common shares
(1,588,747
)
(1,472,064
)
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions
(1,588,747
)
(957,415
)
Total Increase (Decrease) in Net Assets
(50,340,414
)
(22,037,715
)
Net Assets, Beginning of Period
464,123,172
537,844,969
Net Assets, End of Period
$
413,782,758
$
515,807,254
The accompanying notes are an integral part of these consolidated financial statements.
3
Palmer Square Capital BDC Inc.
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended March 31,
2026
2025
Cash Flows from Operating Activities:
Net increase (decrease) in net assets resulting from operations
$
(37,236,966
)
$
(8,389,211
)
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gains)/losses on investments
10,674,426
5,894,493
Net change in unrealized (gains)/losses on investments
37,599,190
15,407,869
Net accretion of discount on investments
(679,281
)
(598,188
)
Payment-in-kind interest and other income
(519,978
)
(507,850
)
Purchases of short-term investments
(107,667,662
)
(127,649,840
)
Purchases of portfolio investments
(109,362,638
)
(104,323,107
)
Proceeds from sale of short-term investments
139,020,040
140,223,941
Proceeds from sale of portfolio investments
79,939,687
144,369,364
Amortization of deferred financing cost
440,084
424,712
Increase/(decrease) in operating assets and liabilities:
(Increase)/decrease in receivable for sales of investments
2,283,191
(6,363,093
)
(Increase)/decrease in interest and dividends receivable
192,323
1,509,133
(Increase)/decrease in due from investment adviser
—
(214,725
)
(Increase)/decrease in receivable for paydowns of investments
64,420
501,065
(Increase)/decrease in prepaid expenses and other assets
(21,330
)
(30,014
)
Increase/(decrease) in interest payable on credit facilities
1,106,715
(428,607
)
Increase/(decrease) in payable for investments purchased
13,199,812
(12,631,927
)
Increase/(decrease) in management fees payable
(196,243
)
(80,123
)
Increase/(decrease) in incentive fee payable
(290,383
)
(306,426
)
Increase/(decrease) in accrued other general and administrative expenses
507,307
(394,115
)
Net cash provided by (used in) operating activities
29,052,714
46,413,351
Cash Flows from Financing Activities:
Borrowings on the credit facilities
—
26,600,000
Payments on the credit facilities
(15,750,000
)
(56,300,000
)
Borrowings on the notes
—
—
Payments of debt issuance costs
—
—
Distributions paid in cash
(13,442,214
)
(15,649,925
)
Purchase of common shares for dividend reinvestment plan
—
514,649
Repurchase of common shares
(1,588,747
)
(1,472,064
)
Net cash provided by (used in) financing activities
(30,780,961
)
(46,307,340
)
Net increase/(decrease) in cash and cash equivalents
(1,728,247
)
106,011
Cash and cash equivalents, beginning of period
3,217,449
2,766,409
Cash and cash equivalents, end of period
$
1,489,202
$
2,872,420
Supplemental and Non-Cash Information:
Interest paid during the period
$
9,476,102
$
13,398,364
Distributions declared during the period
$
11,514,701
$
12,691,089
Distributions payable
$
11,514,701
$
12,691,089
The accompanying notes are an integral part of these consolidated financial statements.
4
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of March 31, 2026
(Unaudited)
Portfolio Company(3)
Investment
Interest Rate
Maturity Date
Principal / Par
Amortized Cost(1)(5)
Fair Value
Percentage of Net Assets
Debt Investments
Aerospace and Defense
Arcline FM Holdings LLC (8)
First Lien Senior Secured Loan
6.45% (S +2.75%)
6/24/2030
$
2,977,538
$
2,971,824
$
2,985,815
Galileo Parent, Inc. (6)(8)
First Lien Senior Secured Loan
8.12% (S +4.50%)
3/3/2033
4,300,000
4,235,783
4,223,417
Peraton Corp. (7)(8)
First Lien Senior Secured Loan
7.52% (S +CSA +3.75%)
2/1/2028
8,570,840
8,573,488
7,335,225
Peraton Corp.
Second Lien Senior Secured Loan
11.52% (S +CSA +7.75%)
2/1/2029
2,898,876
2,931,275
2,101,685
18,712,370
16,646,142
4.0
%
Auto Components
Autokiniton US Holdings, Inc. (6)(7)(8)
First Lien Senior Secured Loan
7.78% (S +CSA +4.00%)
4/6/2028
9,840,302
9,839,528
9,739,439
First Brands Group, LLC (6)(8)(9)
First Lien Senior Secured Loan
10.78% (S +7.11%)
3/30/2027
2,412,258
2,113,428
7,044
First Brands Group, LLC (6)(8)(9)
First Lien Senior Secured Loan
10.67% (S +7.00%)
6/29/2026
6,730,297
6,472,339
25,642
First Brands Group, LLC (9)
Second Lien Senior Secured Loan
14.29% (S +CSA + 10.61%)
3/24/2028
3,260,445
2,994,948
3,635
RealTruck Group, Inc. (6)
First Lien Senior Secured Loan
7.68% (S +CSA +3.75%)
1/31/2028
6,749,762
6,749,491
4,604,620
RealTruck Group, Inc.
First Lien Senior Secured Loan
8.93% (S +CSA +5.00%)
1/31/2028
1,960,000
1,937,397
1,360,563
30,107,131
15,740,943
3.8
%
Automotive
Highline Aftermarket Acquisition, LLC (8)
First Lien Senior Secured Loan
7.17% (S +3.50%)
2/13/2030
3,950,000
3,942,514
3,950,000
3,942,514
3,950,000
1.0
%
Building Products
LBM Acquisition, LLC (6)(7)(8)
First Lien Senior Secured Loan
7.52% (S +CSA +3.75%)
6/6/2031
10,355,241
10,276,666
8,356,731
Park River Holdings, Inc. (8)
First Lien Senior Secured Loan
8.16% (S +4.50%)
3/17/2031
3,000,000
2,958,946
2,939,265
Specialty Building Products Holdings, LLC (6)(7)(8)
First Lien Senior Secured Loan
7.52% (S +CSA +3.75%)
10/5/2028
9,600,000
9,595,635
8,226,672
22,831,247
19,522,668
4.7
%
Chemicals
ARC Falcon I Inc. (6)(8)
First Lien Senior Secured Loan
7.27% (S +CSA +3.50%)
9/30/2028
4,030,887
4,024,014
4,008,838
ARC Falcon I Inc. (8)
Second Lien Senior Secured Loan
10.77% (S +CSA + 7.00%)
9/24/2029
2,427,315
2,361,430
2,285,718
Aruba Investments, Inc. (6)(8)
First Lien Senior Secured Loan
7.77% (S +CSA + 4.00%)
11/24/2027
7,830,887
7,811,594
7,522,546
Aruba Investments, Inc. (6)(8)
Second Lien Senior Secured Loan
11.52% (S + 7.75%)
11/24/2028
3,350,000
3,328,821
3,033,844
B'laster Holdings, LLC (7)
First Lien Senior Secured Loan
8.42% (S + 4.75%)
10/25/2029
4,333,584
4,276,174
4,290,248
B'laster Holdings, LLC (7)
First Lien Senior Secured Loan
8.42% (S + 4.75%)
10/25/2029
1,612,917
1,600,807
1,596,788
B'laster Holdings, LLC (7)
First Lien Senior Secured Loan
8.43% (S +4.75%)
10/25/2029
472,398
467,717
467,674
Fortis 333 Inc (8)
First Lien Senior Secured Loan
7.17% (S +3.50%)
3/29/2032
2,977,500
2,971,747
2,901,812
Ineos Quattro Holdings UK Limited (4)(6)
First Lien Senior Secured Loan
8.02% (S +CSA +4.25%)
4/2/2029
2,954,774
2,961,528
2,326,884
Ineos Quattro Holdings UK Limited (4)(8)
First Lien Senior Secured Loan
7.92% (S + 4.25%)
10/7/2031
3,960,000
3,971,662
2,823,975
Ineos US Finance LLC (4)(8)
First Lien Senior Secured Loan
6.67% (S + 3.00%)
2/7/2031
3,930,150
3,901,755
3,400,975
KOBE US Midco 2 Inc (18)
Corporate Bond
9.25% Cash/10.00% PIK
11/1/2026
2,424,935
2,422,176
1,885,387
Natgasoline LLC (7)(8)
First Lien Senior Secured Loan
9.17% (S +5.50%)
3/25/2030
6,793,239
6,709,852
6,856,926
Rohm Holding GmbH (4)(6)(7)(8)
First Lien Senior Secured Loan
9.13% (S +5.50% incl. 0.25bp PIK)
1/31/2029
10,570,207
10,472,832
9,708,735
SCIL IV LLC (4)(7)(8)
First Lien Senior Secured Loan
7.79% (S +4.00%)
11/8/2032
6,982,500
6,955,914
6,965,079
Sparta US HoldCo LLC (8)
First Lien Senior Secured Loan
6.67% (S + 3.00%)
8/2/2030
997,396
997,396
997,929
Vibrantz Technologies, Inc. (6)(8)
First Lien Senior Secured Loan
8.05% (S +CSA + 4.25%)
4/30/2030
5,739,176
5,739,176
1,159,314
Vibrantz Technologies, Inc. (6)(8)
First Lien Senior Secured Loan
8.05% (S +CSA + 4.25%)
4/30/2030
3,444,370
3,444,370
2,118,287
74,418,965
64,350,959
15.6
%
5
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of March 31, 2026
(Unaudited)
Portfolio Company(3)
Investment
Interest Rate
Maturity Date
Principal / Par
Amortized Cost(1)(5)
Fair Value
Percentage of Net Assets
Commercial Services and Supplies
Allied Universal Holdco LLC (6)(8)
First Lien Senior Secured Loan
6.92% (S +3.25%)
8/20/2032
$
9,950,000
$
9,940,005
$
9,962,438
Anticimex Global AB (4)(8)
First Lien Senior Secured Loan
6.53% (S + 2.90%)
11/17/2031
2,893,438
2,893,438
2,901,583
Azuria Water Solutions, Inc. (8)
First Lien Senior Secured Loan
6.43% (S +2.75%)
1/27/2033
2,647,059
2,639,559
2,624,559
Gategroup Fin Luxembourg SA (4)(8)
First Lien Senior Secured Loan
7.19% (S + 3.50%)
6/10/2032
2,985,000
2,972,584
2,992,463
Lido Purchaser, Inc. (7)
First Lien Senior Secured Loan
8.43% (S + 4.75% cash)/S +5.25% incl.2.875 % PIK)
4/4/2033
7,777,778
7,772,222
7,772,222
Verifone Systems Inc (6)(8)
First Lien Senior Secured Loan
9.18% (S +CSA + 5.25%)
8/18/2028
9,192,421
9,101,492
8,679,944
35,319,300
34,933,209
8.4
%
Construction and Engineering
Congruex Group LLC (7)
First Lien Senior Secured Loan
10.35% (S + CSA +6.50% incl. 5.00% PIK)
4/28/2029
6,672,689
6,594,115
4,545,836
Crown Subsea Communications Holding, Inc. (6)(8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
1/30/2031
9,375,425
9,348,714
9,416,442
Holding Socotec (4)(6)
First Lien Senior Secured Loan
6.38% (S +2.75%)
6/2/2031
3,960,000
3,952,907
3,967,445
LSF12 Crown US Commercial Bidco LLC (6)(8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
12/2/2031
9,690,970
9,680,187
9,712,775
Michael Baker International, LLC (7)(8)
First Lien Senior Secured Loan
7.67% (S +4.00%)
12/1/2028
8,957,918
8,933,194
8,974,714
Northstar Group Services, Inc. (7)(8)
First Lien Senior Secured Loan
8.42% (S + 4.75%)
5/31/2030
11,161,225
11,167,028
11,258,885
Pioneer AcquisitionCo LLC (8)
First Lien Senior Secured Loan
6.96% (S + 3.25%)
10/27/2032
2,500,000
2,494,369
2,515,113
Resilience Parent LLC
Second Lien Senior Secured Loan
8.88% (S +5.25%)
2/27/2034
2,500,000
2,500,000
2,500,000
TMC Buyer, Inc. (6)(8)
First Lien Senior Secured Loan
8.42% (S + 4.75%)
10/25/2030
6,527,334
6,495,157
6,553,443
USIC Holdings, Inc. (7)
First Lien Senior Secured Loan
9.17% (S +5.50%)
9/10/2031
2,497,386
2,478,201
2,466,169
USIC Holdings, Inc. (7)(16)
First Lien Senior Secured Delayed Draw Loan
9.17% (S + 5.50%)
9/10/2031
102,126
102,126
100,273
USIC Holdings, Inc. (7)(17)
First Lien Senior Secured Revolving Loan
8.93% (S + 5.25%)
9/10/2031
279,569
279,569
275,546
64,025,567
62,286,641
15.1
%
Construction Materials
Smyrna Ready Mix Concrete (8)(18)
Corporate Bond
6.00%
11/1/2028
3,000,000
3,000,000
2,988,750
3,000,000
2,988,750
0.7
%
Containers and Packaging
Ahlstrom Holding 3 OY (4)(6)(8)
First Lien Senior Secured Loan
8.21% (S +CSA +4.25%)
5/23/2030
6,947,631
6,855,062
6,894,065
Kleopatra Finco S.a.r.l (4)(8)
First Lien Senior Secured Loan
10.67% (S +6.00% cash)/S + 7% incl. 5.00% PIK)
1/30/2031
1,302,739
1,302,739
1,064,585
Pretium PKG Holdings, Inc.
First Lien Senior Secured Loan
8.92% (S +5.25%)
3/3/2031
2,528,666
2,528,666
2,525,101
Pretium PKG Holdings, Inc. (6)(7)
First Lien Senior Secured Loan
9.42% (S + 5.75% cash)/S +6% incl. 120bp PIK)
3/1/2032
2,274,312
2,274,312
1,931,266
Tank Holding Corp.
First Lien Senior Secured Loan
9.52% (S +CSA +5.75%)
3/31/2028
2,430,556
2,405,410
2,182,955
Tank Holding Corp.
First Lien Senior Secured Loan
9.77% (S +CSA +6.00%)
3/31/2028
2,037,000
2,016,901
1,833,942
Tank Holding Corp.
First Lien Senior Secured Delayed Draw Loan
9.77% (S +CSA +6.00%)
3/31/2028
883,043
874,671
795,016
Tosca Services, LLC (8)
First Lien Senior Secured Loan
9.17% (S +5.50%)
11/30/2028
1,372,991
1,372,991
1,392,048
Tosca Services, LLC (6)
First Lien Senior Secured Loan
8.05% (S +CSA +4.25%)
11/30/2028
8,156,078
8,084,889
7,605,543
27,715,641
26,224,521
6.3
%
6
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of March 31, 2026
(Unaudited)
Portfolio Company(3)
Investment
Interest Rate
Maturity Date
Principal / Par
Amortized Cost(1)(5)
Fair Value
Percentage of Net Assets
Diversified Consumer Services
Cengage Learning , Inc. (6)(8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
3/24/2031
$
5,910,300
$
5,878,330
$
5,801,935
Radar Bidco SARL (4)(8)
First Lien Senior Secured Loan
6.41% (S +2.75%)
4/4/2031
1,995,000
1,995,000
1,990,013
7,873,330
7,791,948
1.9
%
Diversified Financial Services
Deerfield Dakota Holding, LLC (7)
First Lien Senior Secured Loan
9.45% (S +5.75% incl. 2.75% PIK)
9/13/2032
9,258,283
9,258,283
9,002,754
Deerfield Dakota Holding, LLC (7)(12)
First Lien Senior Secured Revolving Loan
8.93% (S +5.25%)
9/13/2032
171,429
171,429
162,257
Edelman Financial Engines Center, LLC, The (8)
Second Lien Senior Secured Loan
8.92% (S +5.25%)
10/20/2028
2,500,000
2,497,135
2,481,875
GC Ferry Acquisition Inc (6)(8)
First Lien Senior Secured Loan
7.20% (S + 3.50%)
8/16/2032
7,668,281
7,564,238
7,556,022
IMC Financing LLC (8)
First Lien Senior Secured Loan
6.67% (S +3.50%)
6/2/2032
1,985,000
1,976,690
1,994,925
Kestra Advisor Services Holdings A Inc (8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
3/24/2031
1,268,577
1,268,577
1,261,270
Minotaur Acquisition, Inc. (7)
First Lien Senior Secured Loan
8.67% (S +5.00%)
5/10/2030
6,852,103
6,852,103
6,748,294
Minotaur Acquisition, Inc.
First Lien Senior Secured Delayed Draw Loan
8.67% (S +5.00%)
5/10/2030
1,101,336
1,101,336
1,086,193
Minotaur Acquisition, Inc.
First Lien Senior Secured Delayed Draw Loan
8.67% (S +5.00%)
5/10/2030
1,162,791
1,162,791
1,146,802
Nexus Buyer LLC (6)(8)
First Lien Senior Secured Loan
7.17% (S + 3.50%)
7/31/2031
9,850,562
9,669,397
9,499,636
Nexus Buyer LLC
First Lien Senior Secured Loan
9.42% (S +5.75%)
1/30/2032
6,000,000
5,943,875
5,835,000
Osaic Holdings, Inc (8)
First Lien Senior Secured Loan
6.20% (S +2.50%)
7/30/2032
3,000,000
2,993,426
2,949,570
Plano Holdco, Inc. (8)
First Lien Senior Secured Loan
7.20% (S +3.50%)
10/2/2031
4,950,000
4,930,511
4,009,500
Tegra118 Wealth Solutions Inc (6)(8)
First Lien Senior Secured Loan
7.67% (S + 4.00%)
1/27/2033
3,400,000
3,367,192
3,334,839
Transnetwork LLC (7)
First Lien Senior Secured Loan
8.45% (S + 4.75%)
12/29/2030
5,083,000
5,020,495
4,650,945
63,777,478
61,719,882
14.9
%
Diversified Telecommunication Services
Altice Financing S.A. (4)(18)
Corporate Bond
5.00%
1/15/2028
3,000,000
2,808,934
2,103,750
Iridium Satellite LLC (4)(8)
First Lien Senior Secured Loan
5.92% (S +2.25%)
9/20/2030
2,500,000
2,426,489
2,451,050
Zayo Group Holdings, Inc. (6)(8)
First Lien Senior Secured Loan
7.28% (S + CSA + 3.50% incl. 0.50% PIK)
3/11/2030
8,841,911
8,756,132
8,697,743
13,991,555
13,252,543
3.2
%
Electrical Equipment
Nvent Electric Public Limited Company (8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
1/30/2032
1,990,000
1,982,075
1,991,244
Watlow Electric Manufacturing Company (8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
3/2/2028
3,716,566
3,716,665
3,724,706
5,698,740
5,715,950
1.4
%
Electronic Equipment, Instruments and Components
Creation Technologies Inc. (4)(7)(8)
First Lien Senior Secured Loan
9.41% (S +CSA + 5.50%)
10/5/2028
8,741,071
8,617,344
8,620,882
Dwyer Instruments, LLC (7)
First Lien Senior Secured Loan
8.45% (S +4.75%)
7/21/2029
8,205,983
8,205,983
8,113,665
Dwyer Instruments, LLC (7)
First Lien Senior Secured Delayed Draw Loan
8.43% (S +4.75%)
7/23/2029
489,749
489,749
484,240
Dwyer Instruments, LLC (7)(13)
First Lien Senior Secured Revolving Loan
8.40% (S +4.75%)
7/20/2029
532,722
524,162
519,245
Infinite Bidco, LLC (6)(8)
Second Lien Senior Secured Loan
10.93% (S +CSA + 7.00%)
2/24/2029
2,729,999
2,728,512
2,524,402
Infinite Bidco, LLC (6)(8)
First Lien Senior Secured Loan
7.68% (S +CSA + 3.75%)
3/2/2028
6,201,602
6,185,791
5,905,104
Infinite Bidco, LLC
First Lien Senior Secured Loan
9.91% (S + 6.25%)
3/2/2028
2,902,500
2,901,247
2,815,425
TCP Sunbelt Acquisition Co. (6)(8)
First Lien Senior Secured Loan
7.92% (S +4.25%)
10/16/2031
9,875,000
9,849,645
9,893,516
39,502,433
38,876,479
9.4
%
7
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of March 31, 2026
(Unaudited)
Portfolio Company(3)
Investment
Interest Rate
Maturity Date
Principal / Par
Amortized Cost(1)(5)
Fair Value
Percentage of Net Assets
Energy Equipment and Services
Astro Acquisition, LLC (8)
First Lien Senior Secured Loan
6.95% (S +3.25%)
8/16/2032
$
3,990,000
$
3,981,764
$
4,013,282
Star Holding LLC (6)(8)
First Lien Senior Secured Loan
8.17% (S +4.50%)
7/31/2031
6,917,330
6,896,082
6,846,427
10,877,846
10,859,709
2.6
%
Entertainment
International Entertainment JJCo 3 Limited (4)(8)
First Lien Senior Secured Loan
6.67% (S + 3.00%)
4/30/2032
2,977,556
2,964,874
2,979,417
OakEagle AcquireCo Inc (6)(8)
First Lien Senior Secured Loan
7.21% (S +3.50%)
3/24/2033
5,000,000
4,925,000
4,975,000
7,889,874
7,954,417
1.9
%
Food Products
Aspire Bakeries Holdings LLC (6)(8)
First Lien Senior Secured Loan
6.67% (S + 3.00%)
12/23/2030
10,503,900
10,501,565
10,530,160
B&G Foods Inc (4)(6)
First Lien Senior Secured Loan
7.17% (S + 3.50%)
10/10/2029
2,468,672
2,302,179
2,319,008
Frozen Bakery Acquisition LLC (7)
First Lien Senior Secured Loan
8.40% (S +4.75%)
7/9/2029
6,418,750
6,375,593
6,338,516
Solina Group Services SAS (4)(8)
First Lien Senior Secured Loan
6.92% (S +3.25%)
3/12/2029
1,980,000
1,980,000
1,993,207
21,159,337
21,180,891
5.1
%
Ground Transportation
PODS, LLC (8)
First Lien Senior Secured Loan
6.78% (S +3.00%)
3/31/2028
1,994,778
1,982,358
1,987,118
1,982,358
1,987,118
0.5
%
Healthcare Equipment and Supplies
Hologic Inc (8)
First Lien Senior Secured Loan
8.68% (S +5.00%)
1/14/2033
6,000,000
5,940,000
6,000,000
Lifescan Global Corporation (6)
First Lien Senior Secured Loan
9.17% (S +5.50%)
12/8/2030
2,126,956
2,126,956
2,131,390
NSM Top Holdings Corp (6)(8)
First Lien Senior Secured Loan
8.05% (S +CSA + 4.25%)
5/14/2029
6,757,664
6,742,480
6,791,452
14,809,436
14,922,842
3.6
%
Healthcare Providers and Services
AccentCare, Inc. (6)(8)
First Lien Senior Secured Loan
7.66% (S +4.00%)
9/20/2028
5,776,565
5,777,517
5,068,936
Athletico Management, LLC (6)
First Lien Senior Secured Loan
8.07% (S +CSA + 4.25%)
2/2/2029
6,954,063
6,940,297
3,601,335
Aveanna Healthcare LLC (4)(6)(8)
First Lien Senior Secured Loan
7.42% (S +3.75%)
9/10/2032
9,561,950
9,548,554
9,568,548
Gainwell Acquisition Corp. (6)(8)
First Lien Senior Secured Loan
7.80% (S +CSA + 4.00%)
10/1/2027
8,583,957
8,528,884
8,351,503
Gainwell Acquisition Corp.
Second Lien Senior Secured Loan
11.75% (S +CSA + 8.00%)
10/2/2028
3,000,000
2,976,601
2,820,000
Gainwell Acquisition Corp.
Second Lien Senior Secured Loan
11.75% (S +CSA + 8.00%)
10/2/2028
2,400,000
2,312,837
2,256,000
Global Medical Response, Inc. (6)
First Lien Senior Secured Loan
7.17% (S + 3.50%)
10/1/2032
9,014,347
9,014,347
8,997,445
HAH Group Holding Company LLC (6)(8)
First Lien Senior Secured Loan
8.67% (S +5.00%)
9/24/2031
10,084,952
9,983,932
8,666,755
Inception Finco S.a r.l. (4)(7)
First Lien Senior Secured Loan
6.95% (S +3.25%)
4/18/2031
3,940,200
3,924,639
3,971,387
Medical Solutions Holdings, Inc. (6)(7)(8)
First Lien Senior Secured Loan
7.27% (S +CSA + 3.50%)
11/1/2028
9,720,716
8,807,165
6,998,916
NAPA Management Services Corporation (6)(8)
First Lien Senior Secured Loan
9.02% (S +CSA + 5.25%)
2/23/2029
9,636,691
9,544,983
6,080,174
National Mentor Holdings, Inc. (6)(8)
First Lien Senior Secured Loan
9.67% (S +6.00%)
12/5/2030
11,000,000
10,810,837
10,966,615
National Mentor Holdings, Inc. (8)(18)
Corporate Bond
10.50%
12/15/2030
700,000
687,399
719,250
New WPCC Parent, LLC (6)
First Lien Senior Secured Loan
13.17% (S +9.50% cash)/S + 11.50% incl. 8.00% PIK)
Morgan Stanley Liquidity Funds US Dollar Treasury Liquidity Fund - Institutional Class, 3.97% (8)(10)
17,992,475
17,992,475
17,992,475
4.3
%
Total Short-Term Investments
41,363,891
41,363,891
10.0
%
Total Investments
$
1,283,151,468
$
1,154,636,534
279.0
%
Liabilities in Excess of Other Assets
(740,853,776
)
(179.0
)%
Net Assets
$
413,782,758
100.0
%
(1)
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(2)
Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S”), SOFR + Credit Spread Adjustment (S+CSA), where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, the Euro Interbank Offered
15
Rate (“Euribor” or “E”), the U.S. Prime Rate (“P”), or an alternate base rate (which can include the Federal Funds Effective Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of March 31, 2026 that have S+CSA as the base rate, the credit spread adjustment ranges from 0.1 bps to 0.52 bps.
(3)
As of March 31, 2026, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(4)
Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2026, 17.5% of the Company’s total assets were in non-qualifying investments.
(5)
As of March 31, 2026, the tax cost of the Company’s investments approximates their amortized cost.
(6)
Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
(7)
Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
(8)
Security or portion thereof held within Palmer Square BDC CLO I, LLC (“PS BDC CLO I Funding”) and is pledged as collateral supporting the notes offered in the CLO Transaction (see Note 6 to the consolidated financial statements).
(9)
Loan was on non-accrual status as of March 31, 2026.
(10)
7-day effective yield as of March 31, 2026.
(11)
Of the $528,261 commitment to Aptean Inc, $407,516 was unfunded as of March 31, 2026.
(12)
Of the $857,143 commitment to Deerfield Dakota Holding, LLC, $685,714 was unfunded as of March 31, 2026.
(13)
Of the $1,197,934 commitment to Dwyer Instruments LLC, $665,212 was unfunded as of March 31, 2026.
(14)
Of the $559,500 commitment to Galway Borrower, LLC, $346,762 was unfunded as of March 31, 2026.
(15)
Of the $636,370 commitment to MRI Software, LLC, $477,278 was unfunded as of March 31, 2026.
(16)
Of the $148,278 commitment to USIC Holdings, Inc, $46,152 was unfunded as of March 31, 2026.
(17)
Of the $321,873 commitment to USIC Holdings, Inc, $42,303 was unfunded as of March 31, 2026.
16
(18)
Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2026, the aggregate fair value of these securities is $48.2 million or 11.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
Portfolio Company
Investment
Acquisition Date
Aimbridge Acquisition Co., Inc.
Common Shares
3/11/2025
AIMCO 2015-AA FR4
Collateralized Loan Obligation
8/14/2025
AIMCO 2018-AA FR
Collateralized Loan Obligation
7/17/2025
Altice Financing S.A.
Corporate Bond
12/8/2023
APID 2016-24A DR
Collateralized Loan Obligation
3/5/2024
BABSN 2018-4A SUB
Collateralized Loan Obligation
5/12/2022
BABSN 2022-2A ER
Collateralized Loan Obligation
11/15/2024
CBAMR 2018-8A E1R
Collateralized Loan Obligation
11/18/2024
CGMS 2020-2A ER
Collateralized Loan Obligation
11/5/2021
DRSLF 2020-86A SUB
Collateralized Loan Obligation
11/16/2021
ELM14 2022-1A FR
Collateralized Loan Obligation
8/1/2025
ELM20 2022-7A FR2
Collateralized Loan Obligation
1/26/2026
ELMW2 2019-2A FRR
Collateralized Loan Obligation
7/17/2025
ELMW8 2021-1X ER
Collateralized Loan Obligation
11/15/2024
GLM 2021-9A FR
Collateralized Loan Obligation
3/27/2024
HLM 12A-18 SUB
Collateralized Loan Obligation
1/28/2022
Kleopatra Finco S.a.r.l
Class A Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class B Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class C Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class D Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class E Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class F Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class G Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class H Common Shares
1/30/2026
Kleopatra Finco S.a.r.l
Class I Common Shares
1/30/2026
KOBE US Midco 2 Inc
Corporate Bond
11/8/2021
LNGPT 2017-1A SUB
Collateralized Loan Obligation
11/17/2021
Mitel Networks
Common Units
6/20/2025
MORGN 2020-6A F
Collateralized Loan Obligation
11/9/2021
National Mentor Holdings, Inc.
Corporate Bond
12/12/2025
New WPCC Parent, LLC
Class A Common Units
5/9/2025
New WPCC Parent, LLC
Series A Preferred Units
5/9/2025
POST 2018-1X FR
Collateralized Loan Obligation
11/20/2025
Pretium PKG Holdings, Inc.
Class A1 Common Shares
3/2/2026
PVKG Investments Holdings Inc
Common Shares
6/4/2024
Recovery Solutions Parent, LLC
Common Units
1/27/2025
REG12 2019-1A SUB
Collateralized Loan Obligation
11/17/2021
Smyrna Ready Mix Concrete
Corporate Bond
7/10/2025
SPEAK 2017-4A SUB
Collateralized Loan Obligation
1/28/2022
THAYR 2017-1A ER
Collateralized Loan Obligation
12/15/2021
The accompanying notes are an integral part of these consolidated financial statements
17
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2025
Portfolio Company(3)
Investment
Interest Rate
Maturity Date
Principal / Par
Amortized Cost(1)(5)
Fair Value
Percentage of Net Assets
Debt Investments
Aerospace and Defense
Arcline FM Holdings LLC (8)
First Lien Senior Secured Loan
6.42% (S +2.75%)
6/24/2030
$
2,985,019
$
2,978,388
$
3,001,108
Peraton Corp. (7)(8)
First Lien Senior Secured Loan
7.69% (S +CSA + 3.75%)
2/1/2028
8,593,896
8,596,681
7,993,871
Peraton Corp.
Second Lien Senior Secured Loan
11.67% (S +CSA + 7.75%)
2/1/2029
2,898,876
2,933,325
2,297,968
14,508,394
13,292,947
2.9
%
Auto Components
Autokiniton US Holdings, Inc. (6)(7)(8)
First Lien Senior Secured Loan
7.83% (S +CSA + 4.00%)
4/6/2028
9,865,469
9,863,512
9,798,482
First Brands Group, LLC (6)(8)(9)
First Lien Senior Secured Loan
10.99% (S +CSA + 7.11%)
3/30/2027
2,347,195
2,118,610
12,651
First Brands Group, LLC (8)(9)
First Lien Senior Secured Loan
13.84% (S +10.00% incl. 8.45% PIK)
6/29/2026
3,063,291
2,520,588
605,000
First Brands Group, LLC (6)(8)(9)
First Lien Senior Secured Loan
10.84% (S +7.00%)
6/29/2026
6,548,937
6,472,339
114,606
First Brands Group, LLC (9)
Second Lien Senior Secured Loan
14.49% (S +CSA + 10.61%)
3/24/2028
3,144,855
2,985,000
14,309
RC Buyer, Inc. (8)
First Lien Senior Secured Loan
7.33% (S +CSA + 3.50%)
7/28/2028
1,509,787
1,509,168
1,506,013
RealTruck Group, Inc. (6)
First Lien Senior Secured Loan
7.58% (S +CSA + 3.75%)
1/31/2028
6,767,524
6,767,007
5,244,831
RealTruck Group, Inc.
First Lien Senior Secured Loan
8.83% (S +CSA + 5.00%)
1/31/2028
1,965,000
1,938,534
1,538,595
34,698,387
18,834,487
4.1
%
Automotive
Highline Aftermarket Acquisition, LLC (8)
First Lien Senior Secured Loan
7.32% (S +3.50%)
2/13/2030
3,960,000
3,951,795
3,987,245
3,951,795
3,987,245
0.9
%
Building Products
LBM Acquisition, LLC (6)(7)(8)
First Lien Senior Secured Loan
7.58% (S +CSA + 3.75%)
6/6/2031
10,381,590
10,296,986
9,766,221
Park River Holdings, Inc. (8)
First Lien Senior Secured Loan
8.49% (S +4.50%)
3/17/2031
3,000,000
2,956,646
3,021,405
Specialty Building Products Holdings, LLC (6)(7)(8)
First Lien Senior Secured Loan
7.57% (S +CSA + 3.75%)
10/5/2028
9,625,000
9,619,674
9,010,203
22,873,306
21,797,829
4.7
%
Chemicals
ARC Falcon I Inc. (6)(8)
First Lien Senior Secured Loan
7.32% (S +CSA + 3.50%)
9/30/2028
4,041,398
4,032,787
4,044,550
ARC Falcon I Inc. (8)
Second Lien Senior Secured Loan
10.82% (S +CSA + 7.00%)
9/24/2029
2,427,315
2,357,216
2,426,185
Aruba Investments, Inc. (6)(8)
First Lien Senior Secured Loan
7.82% (S +CSA + 4.00%)
11/24/2027
7,851,387
7,830,194
7,233,090
Aruba Investments, Inc. (6)(8)
Second Lien Senior Secured Loan
11.57% (S +CSA + 7.75%)
11/24/2028
3,350,000
3,327,203
3,025,050
B'laster Holdings, LLC (7)
First Lien Senior Secured Loan
8.47% (S +4.75%)
10/25/2029
4,344,667
4,280,394
4,212,355
B'laster Holdings, LLC (7)
First Lien Senior Secured Loan
8.47% (S +4.75%)
10/25/2029
1,617,000
1,604,005
1,588,703
Fortis 333 Inc (8)
First Lien Senior Secured Loan
7.17% (S +3.50%)
3/29/2032
2,985,000
2,978,325
2,964,105
Ineos Quattro Holdings UK Limited (4)(6)
First Lien Senior Secured Loan
8.07% (S +CSA + 4.25%)
4/2/2029
2,962,312
2,969,873
2,103,241
Ineos Quattro Holdings UK Limited (4)(8)
First Lien Senior Secured Loan
7.97% (S +4.25%)
10/7/2031
3,970,000
3,982,307
2,677,269
Ineos US Finance LLC (4)(8)
First Lien Senior Secured Loan
6.72% (S + 3.00%)
2/7/2031
3,940,125
3,909,934
3,174,263
KOBE US Midco 2 Inc (19)
Corporate Bond
9.25% Cash/10.00% PIK
11/1/2026
2,424,935
2,421,049
2,091,506
Natgasoline LLC (7)(8)
First Lien Senior Secured Loan
9.22% (S +5.50%)
3/25/2030
6,836,786
6,748,909
6,907,991
PMHC II Inc. (6)(8)
First Lien Senior Secured Loan
8.33% (S +CSA + 4.25%)
4/23/2029
10,804,172
10,677,252
6,053,361
Rohm Holding GmbH (4)(6)(7)(8)
First Lien Senior Secured Loan
9.70% (S +5.50% incl. 0.25bp PIK)
1/31/2029
10,583,568
10,475,309
9,926,540
SCIL IV LLC (4)(7)(8)
First Lien Senior Secured Loan
7.79% (S +4.00%)
11/8/2032
7,000,000
6,966,411
7,024,080
74,561,168
65,452,289
14.1
%
18
Palmer Square Capital BDC Inc.
Consolidated Schedules of Investments
As of December 31, 2025
Portfolio Company(3)
Investment
Interest Rate
Maturity Date
Principal / Par
Amortized Cost(1)(5)
Fair Value
Percentage of Net Assets
Healthcare Technology
Cotiviti, Inc. (6)(8)
First Lien Senior Secured Loan
7.63% (S +7.63%)
5/1/2031
$
5,000,000
$
4,926,514
$
4,856,275
Raven Acquisition Holdings LLC (8)
First Lien Senior Secured Loan
6.72% (S +3.00%)
11/19/2031
2,585,032
2,792,227
2,798,683
7,718,741
7,654,958
1.6
%
Hotels, Restaurants and Leisure
888 Holdings PLC (4)(8)
First Lien Senior Secured Loan
9.05% (S +CSA +5.25%)
7/8/2028
5,881,718
5,859,029
5,074,836
Aimbridge Acquisition Co., Inc. (8)
First Lien Senior Secured Loan
9.35% (S +CSA +5.50%)
3/11/2030
735,010
735,010
738,685
Aimbridge Acquisition Co., Inc. (6)(8)
First Lien Senior Secured Loan
17.35% (S+13.61% incl. 6% PIK)
3/11/2030
770,159
760,585
770,640
Jack Ohio Finance LLC (7)
First Lien Senior Secured Loan
7.72% (S +4.00%)
1/28/2032
6,947,500
6,934,119
6,942,289
Ontario Gaming GTA Limited Partnership (4)(6)(8)
First Lien Senior Secured Loan
7.92% (S +4.25%)
8/1/2030
8,258,216
8,256,463
7,662,427
22,545,206
21,188,877
4.6
%
Household Durables
HP PHRG BORROWER, LLC (6)(8)
First Lien Senior Secured Loan
7.67% (S +4.00%)
2/20/2032
9,950,000
9,856,745
9,908,558
Hunter Douglas Inc (8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
1/16/2032
3,969,950
3,967,700
3,996,886
13,824,445
13,905,444
3.0
%
Household Products
Lavender Dutch BorrowerCo BV (4)(6)(8)
First Lien Senior Secured Loan
6.93% (S + 3.25%)
12/2/2032
3,000,000
2,992,500
3,028,125
2,992,500
3,028,125
0.7
%
Independent Power and Renewable Electricity Producers
EFS Cogen Holdings I, LLC (6)(7)(8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
10/3/2031
6,312,283
6,316,647
6,370,325
Hunterstown Generation, LLC (8)
First Lien Senior Secured Loan
6.67% (S +3.00%)
11/6/2031
2,817,711
2,808,245
2,825,262
Lackawanna Energy Center LLC (6)(8)
First Lien Senior Secured Loan
6.78% (S +3.00%)
7/23/2032
3,086,973
3,079,423
3,112,826
Oregon Clean Energy, LLC (6)
First Lien Senior Secured Loan
7.17% (S +3.50%)
7/12/2030
1,934,435
1,926,796
1,946,893
14,131,111
14,255,306
3.1
%
Industrial Conglomerates
Gloves Buyer Inc (6)(8)
First Lien Senior Secured Loan
7.72% (S + 4.00%)
5/21/2032
8,000,000
7,962,104
7,975,000
7,962,104
7,975,000
1.7
%
Insurance
Acrisure, LLC (8)
First Lien Senior Secured Loan
6.72% (S +3.00%)
11/6/2030
3,950,100
3,942,882
3,951,957
Acrisure, LLC (6)
First Lien Senior Secured Loan
6.97% (S +3.25%)
6/21/2032
4,987,469
5,005,942
4,999,937
Amynta Agency Borrower Inc. (Amynta Warranty Borrower Inc.) (8)
Morgan Stanley Liquidity Funds US Dollar Treasury Liquidity Fund - Institutional Class, 3.97% (8)(10)
28,803,659
28,803,659
28,803,659
6.2
%
Total Short-Term Investments
72,716,269
72,716,269
15.7
%
Total Investments
$
1,294,556,070
$
1,203,640,318
259.3
%
Liabilities in Excess of Other Assets
(739,517,146
)
(159.3
)%
Net Assets
$
464,123,172
100.0
%
(1)
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(2)
Loan contains a variable rate structure, subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S”), SOFR + Credit Spread Adjustment (S+CSA), where the Credit Spread Adjustment is a defined additional spread amount based on the tenor of SOFR the borrower selects, the Euro Interbank Offered Rate (“Euribor” or “E”), the U.S. Prime Rate (“P”), or an alternate base rate (which can include the Federal Funds Effective Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. For the holdings as of December 31, 2025 that have S+CSA as the base rate, the credit spread adjustment ranges from 0.1 bps to 0.26 bps.
(3)
As of December 31, 2025, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.
(4)
Non-qualifying investment as defined by Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2025, 17.8% of the Company’s total assets were in non-qualifying investments.
28
(5)
As of December 31, 2025, the tax cost of the Company’s investments approximates their amortized cost.
(6)
Security or portion thereof held within Palmer Square BDC Funding I, LLC (“PS BDC Funding”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Bank of America, N.A. (“BofA N.A.”) (see Note 6 to the consolidated financial statements).
(7)
Security or portion thereof held within Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) and is pledged as collateral supporting the amounts outstanding under a revolving credit facility with Wells Fargo Bank, National Association (“WFB”) (see Note 6 to the consolidated financial statements).
(8)
Security or portion thereof held within Palmer Square BDC CLO I, LLC (“PS BDC CLO I Funding”) and is pledged as collateral supporting the notes offered in the CLO Transaction (see Note 6 to the consolidated financial statements).
(9)
Loan was on non-accrual status as of December 31, 2025.
(10)
7-dayeffective yield as of December 31, 2025.
(11)
Of the $528,262 commitment to Aptean Inc, $377,330 was unfunded as of December 31, 2025.
(12)
Of the $368,421 commitment to Cooper's Hawk Intermediate LLC, $315,789 was unfunded as of December 31, 2025.
(13)
Of the $1,197,934 commitment to Dwyer Instruments LLC, $768,720 was unfunded as of December 31, 2025.
(14)
Of the $559,500 commitment to Galway Borrower, LLC, $461,641 was unfunded as of December 31, 2025.
(15)
Of the $4,436,067 commitment to Galway Borrower, LLC, $3,530,286 was unfunded as of December 31, 2025.
(16)
Of the $636,370 commitment to MRI Software, LLC, $509,096 was unfunded as of December 31, 2025.
(17)
Of the $148,535 commitment to USIC Holdings, Inc, $63,572 was unfunded as of December 31, 2025.
(18)
Of the $321,872 commitment to USIC Holdings, Inc, $171,052 was unfunded as of December 31, 2025.
(19)
Securities acquired in transactions exempt from registration under the Securities Act and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2025, the aggregate fair value of these securities is $56.1 million or 12.1% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
29
Portfolio Company
Investment
Acquisition Date
Aimbridge Acquisition Co., Inc.
Common Shares
3/11/2025
AIMCO 2015-AA FR4
Collateralized Loan Obligation
8/14/2025
AIMCO 2018-AA FR
Collateralized Loan Obligation
7/17/2025
Altice Financing S.A.
Corporate Bond
12/8/2023
APID 2016-24A DR
Collateralized Loan Obligation
3/5/2024
BABSN 2018-4A SUB
Collateralized Loan Obligation
5/12/2022
BABSN 2022-2A ER
Collateralized Loan Obligation
11/15/2024
CBAMR 2018-8A E1R
Collateralized Loan Obligation
11/18/2024
CGMS 2020-2A ER
Collateralized Loan Obligation
11/5/2021
CIFC 2023-2A E
Collateralized Loan Obligation
2/21/2024
DRSLF 2020-86A SUB
Collateralized Loan Obligation
11/16/2021
ELM14 2022-1A FR
Collateralized Loan Obligation
8/1/2025
ELM20 2022-7A ER
Collateralized Loan Obligation
11/15/2024
ELMW2 2019-2A FRR
Collateralized Loan Obligation
7/17/2025
ELMW8 2021-1X ER
Collateralized Loan Obligation
11/15/2024
GLM 2021-9A FR
Collateralized Loan Obligation
3/27/2024
HLM 12A-18 SUB
Collateralized Loan Obligation
1/28/2022
KOBE US Midco 2 Inc
Corporate Bond
11/8/2021
LNGPT 2017-1A SUB
Collateralized Loan Obligation
11/17/2021
Mitel Networks
Common Units
6/20/2025
MORGN 2020-6A F
Collateralized Loan Obligation
11/9/2021
National Mentor Holdings, Inc.
Corporate Bond
12/12/2025
New WPCC Parent, LLC
Class A Common Units
5/9/2025
New WPCC Parent, LLC
Series A Preferred Units
5/9/2025
POST 2018-1X FR
Collateralized Loan Obligation
11/20/2025
PVKG Investments Holdings Inc
Common Shares
6/4/2024
Recovery Solutions Parent, LLC
Common Units
1/27/2025
REG12 2019-1A SUB
Collateralized Loan Obligation
11/17/2021
Smyrna Ready Mix Concrete
Corporate Bond
7/10/2025
SPEAK 2017-4A SUB
Collateralized Loan Obligation
1/28/2022
STRAS 2021-1A SUB
Collateralized Loan Obligation
11/15/2021
THAYR 2017-1A ER
Collateralized Loan Obligation
12/15/2021
The accompanying notes are an integral part of these consolidated financial statements.
30
Palmer Square Capital BDC Inc.
Notes to Consolidated Financial Statements
(Unaudited)
Note 1. Organization
Organization
Palmer Square Capital BDC Inc. (the “Company”) is a financial services company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies. The Company was organized as a Maryland corporation on August 26, 2019 and is structured as an externally managed, non-diversified closed-end management investment company. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). Beginning with its taxable year ending December 31, 2020, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and expects to qualify as a RIC each year thereafter. The Company commenced operations on January 23, 2020. Palmer Square BDC Funding I, LLC (“PS BDC Funding”) was formed on January 21, 2020 and entered into a senior, secured revolving credit facility with Bank of America, N.A. (“BofA N.A.”). Palmer Square BDC Funding II, LLC (“PS BDC Funding II”) was formed on September 8, 2020 and entered into a senior, secured credit facility with Wells Fargo Bank, National Association (“WFB”).
The Company’s investment objective is to maximize total return, comprised of current income and capital appreciation. The Company’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in collateralized loan obligation (“CLO”) structured credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. To a limited extent, the Company may enter into derivatives transactions, which may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of the Company’s portfolio positions from changes in currency exchange rates and market interest rates or to earn income and enhance the Company’s total returns. The Company may receive or purchase warrants or rights to acquire equity or other securities in connection with making a debt investment in a company. During the three months ended March 31, 2026 and the years ended December 31, 2025 and 2024, the Company did not enter into any derivative contracts.
The Company is externally managed by Palmer Square BDC Advisor LLC (the “Investment Advisor”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, pursuant to an investment advisory agreement between the Company and the Investment Advisor (the “Advisory Agreement”). The Investment Advisor is a majority-owned subsidiary of Palmer Square Capital Management LLC (“PSCM”) and an investment adviser registered under the Investment Advisors Act of 1940, as amended (the “Advisers Act”). The Investment Advisor, in its capacity as administrator (the “Administrator”), provides the administrative services necessary for the Company to operate pursuant to an administration agreement between the Company and the Administrator (the “Administration Agreement”). The Company’s fiscal year ends on December 31.
The Company has four wholly-owned subsidiaries: PS BDC Funding, a special purpose wholly-owned subsidiary established for utilizing the Company’s revolving credit facility with BofA N.A.; PS BDC Funding II, a special purpose wholly-owned subsidiary established for utilizing the Company’s credit facility with WFB; Palmer Square BDC CLO 1, Ltd., a special purpose wholly-owned subsidiary established to be the Issuer in connection with the CLO Transaction (as defined below); and Palmer Square BDC CLO 1, LLC, a special purpose indirect wholly-owned subsidiary established to be the co-issuer in connection with the CLO Transaction. These subsidiaries are consolidated in the financial statements of the Company.
On January 22, 2024, the Company completed its initial public offering (“IPO”), issuing 5,450,000 shares of common stock, par value $0.001, at a public offering price of $16.45 per share. The Company’s common stock began trading on the New York Stock Exchange under the symbol “PSBD” on January 18, 2024.
Note 2. Significant Accounting Policies
The Company is an investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Topic 946, Financial Services-Investment Companies. The Company’s functional currency is U.S. dollars (“USD”) and these consolidated financial statements have been prepared in that currency. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to Regulation S-X.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.
Indemnifications
In the normal course of business, the Company enters into contracts that contain a variety of representations which provide general indemnifications. The Company’s maximum exposure under these arrangements cannot be known; however, the Company expects any risk of loss to be remote.
Cash and Cash Equivalents
Cash is comprised of cash on deposit with major financial institutions. Cash equivalents consist of highly liquid investments with original maturities of three months or less. The Company places its cash with high credit quality institutions to minimize credit risk exposure.
31
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized over the life of the related debt instrument. Debt issuance costs are presented on the consolidated statements of assets and liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the consolidated statements of assets and liabilities as an asset until the debt liability is recorded. As of March 31, 2026, the balance of debt issuance costs was $(1.2) million, representing deferred financing costs of $6.2 million less accrued interest of $7.4 million, included in the BoA Credit Facility, WF Credit Facility and CLO Transaction (each as defined below), and is presented on a net basis of $400.4 million for the BoA and WF Credit Facilities and $301.9 million for the CLO Transaction on the consolidated statements of assets and liabilities. As of December 31, 2025, the balance of debt issuance costs was $0.4 million, representing deferred financing costs of $6.6 million less accrued interest of $6.2 million, included in the BoA Credit Facility, WF Credit Facility, and CLO Transaction (each as defined below), and is presented on a net basis of $414.4 million for the BoA Credit Facility and WF Credit Facility and $302.1 million for the CLO Transaction on the consolidated statements of assets and liabilities.
Income Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its stockholders as dividends.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its stockholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one year period ending October 31 in such calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years and on which the Company paid no federal income tax. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
Basis of Consolidation
As provided under ASC 946, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of the Company’s wholly owned investment company subsidiaries (PS BDC Funding, PS BDC Funding II, Palmer Square BDC CLO 1, Ltd., and Palmer Square BDC CLO 1, LLC) in its consolidated financial statements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization of premiums or accretion of discounts. Discounts and premiums to par value on securities purchased are accreted and amortized, respectively, into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of premiums or accretion of discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees, paydown gains/losses and unamortized discounts are recorded as interest income in the current period.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities and money market funds is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Payment-in-Kind Interest Income
The Company has loans in its portfolio that contain payment-in-kind (“PIK”) provisions. PIK represents interest that is accrued and recorded as interest income at the contractual rates, increases the loan principal on the respective capitalization dates, and is generally due at maturity. Such income is included in Payment-in-kind interest income in the Consolidated Statements of Operations. If at any point the Company expects that PIK will not be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through Payment-in-kind interest income.
Non-Accrual Status
Management reviews all loans that have principal or interest that is 90 days past due, or when there is reasonable doubt as to the collection of principal or interest to determine if a loan will be placed on non-accrual status. When a loan is placed on non-accrual status, the accrued interest and unpaid interest is generally reversed, and any discount (market or original) is no longer accreted to interest income. Interest payments received while a loan is on non-accrual status may be applied to principal or recognized as income, as determined by management’s judgment regarding collectability.
A loan may be taken off non-accrual status if past due payments are made, and if management determines the issuer is likely to remain current on future payments. Management may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Management may also leave a loan on accrual status while actively seeking recovery of past due payment. As of March 31, 2026, the Company had oneportfolio company on non-accrual status. As of March 31, 2026, loans on non-accrual status represented less than 0.01% of the total investments at fair value (or 0.90% at amortized cost). As of December 31, 2025, the Company had three portfolio companies on non-accrual status. As of December 31, 2025, loans on non-accrual status represented 0.09% of the total investments at fair value (or 1.34% at amortized cost).
32
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Investment Advisor provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to the Company’s portfolio companies. In addition, the Company may generate revenue in the form of commitment, origination, structuring or diligence fees, monitoring fees and possibly consulting and performance-based fees. Other Income also includes amendment fees that are fixed based on contractual terms and are generally non-recurring and non-refundable and are recognized as revenue when earned upon closing of the related transaction.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized.
Segment Reporting
In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company adopted ASU 2023-09 effective December 31, 2025 and concluded that the application of this guidance did not have any material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance, however, the Company does not expect a material impact on its consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into the Administration Agreement with the Administrator. Pursuant to the Administration Agreement, the Administrator furnishes office facilities and equipment and provides clerical, bookkeeping, compliance, recordkeeping and other administrative services at such facilities. Under the Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include being responsible for the financial and other records that the Company is required to maintain and preparing reports to stockholders and reports and other materials filed with the SEC. In addition, the Administrator assists the Company in determining and publishing the Company’s net asset value (“NAV”), overseeing the preparation and filing of tax returns and the printing and dissemination of reports and other materials to stockholders, and generally overseeing the payment of expenses and the performance of administrative and professional services rendered to the Company by others. Under the Administration Agreement, the Administrator also provides managerial assistance on the Company’s behalf to those portfolio companies that have accepted the offer to provide such assistance.
Under the Administration Agreement, the Company reimburses the Administrator based upon its allocable portion of the Administrator’s overhead (including rent) in performing its obligations under the Administration Agreement, including the fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its officers (including the Company’s Chief Financial Officer and Chief Compliance Officer), and any of their respective staff who provide services to the Company, operations staff who provide services to the Company, and internal audit staff, if any, to the extent internal audit performs a role in the Company’s Sarbanes-Oxley internal control assessment. In addition, if requested to provide managerial assistance to portfolio companies, the Administrator is reimbursed based on the services provided. The Administration Agreement has an initial term of two years and may be renewed with the approval of the Company’s board of directors (the “Board”). The agreement was renewed during the year for an additional one-year period. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party. To the extent that the Administrator outsources any of its functions, the Company pays the fees associated with such functions on a direct basis without any incremental profit to the Administrator.
In addition, the Administrator has, pursuant to a sub-administration agreement, engaged U.S. Bancorp Fund Services, LLC to act on behalf of the Company’s Administrator in the performance of certain other administrative services. The Company has also engaged Equiniti Trust Company, LLC or its affiliates (“Equiniti”) directly to serve as transfer agent, registrar and dividend disbursing agent and has engaged U.S. Bank National Association (“U.S. Bank”) or its affiliates directly to serve as custodian.
Investment Advisory Agreement
The Investment Advisor serves as the investment adviser of the Company and is registered as an investment adviser with the SEC. The Investment Advisor’s primary business is to provide a variety of investment management services, including an investment program for the Company. The Investment Advisor is responsible for all business activities and oversight of the investment decisions made for the Company.
33
In return for providing management services to the Company, the Company pays the Investment Advisor a base management fee, calculated and paid quarterly in arrears at an annual rate of 1.75% of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Company’s total net assets at the end of the two most recently completed calendar quarters. The base management fee for any partial quarter will be pro-rated based on the number of days actually elapsed in that quarter relative to the total number of days in such quarter.
Additionally, the Investment Advisor is entitled to an incentive fee (the “Income Incentive Fee”) based on the Company’s pre-incentive fee net investment income for the then most recently completed calendar quarter, as adjusted downward (but not upward) if over the most recently completed and eleven preceding calendar quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) (each such period is referred to herein as the “Trailing Twelve Quarters”) aggregate net realized losses on the Company’s investments exceed the Company’s aggregate net investment income over the same period, excluding the most recently completed quarter, as described in more detail below. In this regard, if the Company’s net realized losses over the Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) are greater than the Company’s net investment income over the same period, excluding the most recently completed quarter, then the pre-incentive fee net income used in the calculation of the Income Incentive Fee would be subject to a downward adjustment. The amount of the adjustment would be equal to the amount by which such net realized losses exceed such net investment income. On the other hand, if the Company’s net investment income over the Trailing Twelve Quarters since the IPO (or if shorter, the number of calendar quarters since the IPO) is equal to or greater than the Company’s net realized losses over the same period, excluding the most recently completed quarter, then no adjustment to pre-incentive fee net investment income would be made. The Income Incentive Fee is calculated and payable quarterly in arrears. The Company will pay the Investment Advisor an Income Incentive Fee with respect to its “adjusted net investment income” in each calendar quarter as follows:
•
no Income Incentive Fee in any calendar quarter in which the Company’s “adjusted net investment income” does not exceed an amount equal to a “hurdle rate” of 1.5% per quarter (6% annualized) of the Company’s total net assets at the end of that quarter (the “Hurdle Amount”);
•
100% of the Company’s “adjusted net investment income” with respect to that portion of such “adjusted 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 1.7142% by the Company’s total NAV for the immediately preceding calendar quarter. The Catch-Up Amount is intended to provide the Investment Advisor with an incentive fee of 12.5% on all of the Company’s “adjusted net investment income” when the Company’s “adjusted net investment income” reaches the Catch-Up Amount in any calendar quarter; and
•
for any calendar quarter in which the Company’s “adjusted net investment income” exceeds the Catch-Up Amount, the Income Incentive Fee shall equal 12.5% of the amount of the Company’s “adjusted net investment income” for the calendar quarter.
“Adjusted net investment income” means the Company’s “pre-incentive fee net investment income” during the then most recently completed calendar quarter minus the difference, if positive, between (i) the Company’s “net realized losses” over the then Trailing Twelve Quarters (or if shorter, the number of calendar quarters that have occurred since the IPO) and (ii) the Company’s “net investment income” over the Trailing Twelve Quarters (excluding the then most recently completed calendar quarter). No adjustment (downward or upward) will be made to “pre-incentive fee net investment income” if the difference between clause (i) minus clause (ii) is zero or negative.
“Pre-incentive fee net investment income” means 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 base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Income Incentive Fee). “Pre-incentive fee net investment income” includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
“Net realized losses” in respect of a particular period means the difference, if positive, between (i) the aggregate realized capital losses on the Company’s investments in such period and (ii) the aggregate realized capital gains on the Company’s investments in such period. “Net investment income” in respect of the particular period means 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 particular period, minus operating expenses for the particular period (including the base management fee, the Income Incentive Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock). “Net investment income” includes, in the case of investments with a deferred interest feature such as market discount, OID, debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
The Income Incentive Fee amount, or the calculations pertaining thereto, as appropriate, will be pro-rated for any period less than a full calendar quarter.
The Investment Advisor has also agreed to use the most recently completed and three preceding calendar quarters (each such period is referred to herein as the “Trailing Four Quarters”) in addition to the Trailing Twelve Quarters to compute the incentive fee payable to it by the Company. In conjunction therewith, the Investment Advisor has agreed to calculate the incentive fee based on the Trailing Twelve Quarters and the Trailing Four Quarters and in the event that any Trailing Four Quarter period calculation produces a lower incentive fee as compared to the applicable Trailing Twelve Quarter period calculation for any quarterly period, then the Trailing Four Quarter Period will be used in connection with the calculation of the incentive fee payable to the Investment Advisor by the Company for such quarter.
The Investment Advisor agreed to pay all offering costs in connection with the IPO. These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees. The Company is not obligated to repay any such offering costs paid by our Investment Advisor.
34
Note 4. Investments
The following table presents the composition of the Company’s investment portfolio at amortized cost and fair value as of March 31, 2026 and December 31, 2025:
March 31, 2026
December 31, 2025
Amortized Cost
Fair Value
Amortized Cost
Fair Value
First-lien senior secured debt
$
1,116,137,451
$
1,012,739,979
$
1,088,644,221
$
1,014,924,713
Second-lien senior secured debt
67,398,975
52,349,550
72,146,972
59,868,971
Corporate Bonds
8,918,509
7,697,137
8,892,453
7,929,631
CLO Mezzanine
31,089,182
28,006,290
34,863,998
34,300,352
CLO Equity
7,845,023
4,379,728
8,326,282
6,087,607
Equity
10,398,437
8,099,959
8,965,875
7,812,775
Short-term investments
41,363,891
41,363,891
72,716,269
72,716,269
Total Investments
$
1,283,151,468
$
1,154,636,534
$
1,294,556,070
$
1,203,640,318
As of March 31, 2026, approximately 17.8% of the long-term investment portfolio at amortized cost and 18.4% of the long-term investment portfolio measured at fair value, respectively, were invested in non-qualifying assets. As of December 31, 2025, approximately 18.6% of the long-term investment portfolio at amortized cost and 19.2% of the long-term investment portfolio measured at fair value, respectively, were invested in non-qualifying assets. With respect to the Company’s total assets, 17.5% and 17.8% of the Company’s total assets were in non-qualifying assets as defined by Section 55(a) of the 1940 Act as of March 31, 2026 and December 31, 2025, respectively.
35
The industry composition of investments based on fair value, as a percentage of total investments at fair value, as of March 31, 2026 and December 31, 2025 was as follows:
March 31, 2026
December 31, 2025
Software
10.2
%
10.7
%
Healthcare Providers and Services
9.3
%
8.8
%
IT Services
8.5
%
9.6
%
Professional Services
7.4
%
7.3
%
Chemicals
5.6
%
5.4
%
Construction and Engineering
5.4
%
5.0
%
Diversified Financial Services
5.3
%
5.0
%
Short-Term Investments
3.6
%
6.0
%
Electronic Equipment, Instruments and Components
3.4
%
3.3
%
Commercial Services and Supplies
3.0
%
2.0
%
Insurance
2.9
%
3.5
%
Containers and Packaging
2.5
%
2.2
%
Structured Note
2.4
%
2.8
%
Hotels, Restaurants and Leisure
2.3
%
2.2
%
Machinery
1.9
%
1.8
%
Metals and Mining
1.9
%
1.3
%
Food Products
1.8
%
2.5
%
Building Products
1.7
%
1.8
%
Media
1.5
%
1.6
%
Aerospace and Defense
1.4
%
1.1
%
Healthcare Technology
1.4
%
0.6
%
Auto Components
1.4
%
1.6
%
Interactive Media Services
1.3
%
1.3
%
Healthcare Equipment and Supplies
1.3
%
0.7
%
Household Durables
1.2
%
1.2
%
Diversified Telecommunication Services
1.1
%
0.7
%
Energy Equipment and Services
0.9
%
0.9
%
Pharmaceuticals
0.9
%
0.7
%
Independent Power and Renewable Electricity Producers
0.8
%
1.2
%
Specialty Retail
0.8
%
1.1
%
Road and Rail
0.7
%
0.7
%
Industrial Conglomerates
0.7
%
0.7
%
Entertainment
0.7
%
0.2
%
Diversified Consumer Services
0.7
%
1.1
%
Real Estate Management and Development
0.7
%
0.6
%
Textiles, Apparel & Luxury Goods
0.6
%
0.6
%
Trading Companies and Distributors
0.6
%
—
Electrical Equipment
0.5
%
0.5
%
Structured Subordinated Note
0.4
%
0.5
%
Restaurants
0.4
%
0.3
%
Automotive
0.3
%
0.3
%
Construction Materials
0.3
%
0.3
%
Household Products
0.2
%
0.3
%
Oil, Gas & Consumable Fuels
0.1
%
—
Total
100
%
100
%
36
Note 5. Fair Value of Investments
Fair value is defined as the price that the Company would receive upon selling an investment or paying to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for the investment. Accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and minimize the use of unobservable inputs.
Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. The three levels are defined as follows:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Valuations based on inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable at the measurement date. This category includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in non-active markets including actionable bids from third parties for privately held assets or liabilities, and observable inputs other than quoted prices such as yield curves and forward currency rates that are entered directly into valuation models to determine the value of derivatives or other assets or liabilities.
Level 3 — Valuations based on inputs that are unobservable and where there is little, if any, market activity at the measurement date.
Investments in private investment companies measured based upon NAV as a practical expedient to determine fair value are not required to be categorized in the fair value hierarchy. As of March 31, 2026 and as of December 31, 2025, there were no investments accounted for using the practical expedient.
The inputs for the determination of fair value may require significant management judgment or estimation and are based upon management’s assessment of the assumptions that market participants would use in pricing the assets or liabilities. These investments include debt and equity investments in private companies or assets valued using the market or income approach and may involve pricing models whose inputs require significant judgment or estimation because of the absence of any meaningful current market data for identical or similar investments. The inputs in these valuations may include, but are not limited to, capitalization and discount rates, beta and earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples. The information may also include 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 disclaimer would result in classification as Level 3 information, assuming no additional corroborating evidence.
Pricing inputs and weightings applied to determine fair value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The following table presents the fair value hierarchy of investments as of March 31, 2026:
Fair Value Hierarchy as of March 31, 2026
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$
—
$
1,012,739,979
$
—
$
1,012,739,979
Second-lien senior secured debt
—
52,349,550
—
52,349,550
Corporate Bonds
—
7,697,137
—
7,697,137
CLO Mezzanine
—
28,006,290
—
28,006,290
CLO Equity
—
4,379,728
—
4,379,728
Equity
—
8,099,959
—
8,099,959
Short Term Investments
41,363,891
—
—
41,363,891
Total Investments
$
41,363,891
$
1,113,272,643
$
—
$
1,154,636,534
37
The following table presents the fair value hierarchy of investments as of December 31, 2025:
Fair Value Hierarchy as of December 31, 2025
Investments:
Level 1
Level 2
Level 3
Total
First-lien senior secured debt
$
—
$
1,014,924,713
$
—
$
1,014,924,713
Second-lien senior secured debt
—
59,868,971
—
59,868,971
Corporate Bonds
—
7,929,631
—
7,929,631
CLO Mezzanine
—
34,300,352
—
34,300,352
CLO Equity
—
6,087,607
—
6,087,607
Equity
—
7,812,775
—
7,812,775
Short Term Investments
72,716,269
—
—
72,716,269
Total Investments
$
72,716,269
$
1,130,924,049
$
—
$
1,203,640,318
The Company did not hold any Level 3 investments during the three months ended March 31, 2026. The following table shows the changes in the fair value of the Company's Level 3 investments during the three months ended March 31, 2025.
Equity
Fair value, beginning of period
$
-
Purchases of investments, net
6,886,857
Proceeds from principal payments and sales of investments, net
—
Net change in unrealized gain (loss)
(711,217
)
Net accretion of discount on investments
—
Transfers into (out of) Level 3
—
Fair value, end of period
$
6,175,640
The Company did not recognize any transfers to or from Level 3 for the three months ended March 31, 2026 and March 31, 2025.
Debt Not Carried at Fair Value
The fair value of the BoA Credit Facility, WF Credit Facility and CLO Transaction, which would be categorized as Level 3 within the fair value hierarchy as of March 31, 2026, approximates their respective carrying values because the BoA Credit Facility, WF Credit Facility and CLO Transaction each have variable interest based on selected short-term rates.
Note 6. Borrowings
In accordance with the 1940 Act, with certain limitations, BDCs are permitted to borrow amounts such that their asset coverage ratios, as defined in the 1940 Act, are at least 150% after such borrowing. As of March 31, 2026, the Company’s asset coverage ratio was 159%.
Bank of America Credit Facility
On February 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding (together with the Company, the “Borrowers”) entered into a Credit Agreement (as amended, the “Credit Agreement”), with certain financial institutions as lenders (“Lenders”), BofA N.A. as the Administrative Agent and BofA Securities, Inc. (“BofA Securities”), as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide the Company with a revolving line of credit (the “BoA Credit Facility”).
On March 29, 2024, the Company entered into a fourth amendment to the BoA Credit Facility (the “BoA Credit Facility Fourth Amendment”) that amends the BoA Credit Facility to, among other things: (i) extend the facility maturity date; (ii) update arrangements for the calculation of the fee on unused commitments; and (iii) provide for payment of an extension fee. The following describes the terms of the BoA Credit Facility as amended by the BoA Credit Facility Fourth Amendment.
Under the BoA Credit Facility, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility was $200.0 million as of the closing date of the Credit Agreement, increased to $400.0 million on the one-month anniversary of the closing date, further increased to $475.0 million on October 12, 2020, further increased to $725.0 million on September 29, 2021, and decreased to $525.0 million on June 13, 2024. The Borrowers’ ability to draw under the BoA Credit Facility is scheduled to terminate on February 11, 2028. All amounts outstanding under the BoA Credit Facility are required to be repaid by February 18, 2028.
Debt obligations under the BoA Credit Facility consisted of the following as of March 31, 2026:
March 31, 2026
Aggregate Principal Committed
Outstanding Principal
Amount Available(1)
Net Carrying Value(2)
BoA Credit Facility
$
525,000,000
$
246,875,850
$
278,124,150
$
246,574,681
Total debt
$
525,000,000
$
246,875,850
$
278,124,150
$
246,574,681
(1)
The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
(2)
The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $2.0 million and accrued interest of $1.7 million.
Debt obligations under the BoA Credit Facility consisted of the following as of December 31, 2025:
38
December 31, 2025
Aggregate Principal Committed
Outstanding Principal
Amount Available(1)
Net Carrying Value(2)
BoA Credit Facility
$
525,000,000
$
262,625,850
$
262,374,150
$
260,430,340
Total debt
$
525,000,000
$
262,625,850
$
262,374,150
$
260,430,340
(1)
The amount available reflects any limitations related to the BoA Credit Facility’s borrowing base.
(2)
The carrying value of the BoA Credit Facility is presented net of deferred financing costs of $2.3 million and accrued interest of $121 thousand.
Average debt outstanding under the BoA Credit Facility during the three months ended March 31, 2026 and the year ended December 31, 2025, was $253.1million and $316.1 million, respectively.
The loans under the BoA Credit Facility may be base rate loans or SOFR loans. The base rate loans will bear interest at the base rate plus 1.40%, and the SOFR loans will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%. The Credit Agreement requires the payment of a commitment fee in a range of 0.50% to 1.40% depending on the amount of Commitments utilized. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
For the three months ended March 31, 2026 and March 31, 2025, the components of interest expense with respect to the BoA Credit Facility were as follows:
For the Three Months Ended March 31,
2026
2025
Interest expense
$
3,816,589
$
5,288,279
Amortization of debt issuance costs
267,673
267,673
Total interest expense
$
4,084,262
$
5,555,952
Average interest rate
5.09
%
5.73
%
PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions and custody. The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
Wells Fargo Credit Facility
On December 18, 2020, the Company, through a special purpose wholly-owned subsidiary, PS BDC Funding II (together with the Company, the “WF Borrowers”) entered into a Loan and Security Agreement (the “Loan Agreement”) with certain financial institutions as lenders (“WF Lenders”), WFB as the administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide the Company with a line of credit (the “WF Credit Facility”).
On November 4, 2025, the Company entered into a fifth amendment to the WF Credit Facility (the “WF Credit Facility Fifth Amendment”) that amends the WF Credit Facility to, among other things: (i) increase the amount available for borrowing under the WF Credit Facility, (ii) extend the facility maturity date, (iii) extend the reinvestment period, (iv) update the applicable spread, and (v) update the non-usage fee.
Debt obligations under the WF Credit Facility consisted of the following as of March 31, 2026:
March 31, 2026
Aggregate Principal Committed
Outstanding Principal
Amount Available(1)
Net Carrying Value(2)
WF Credit Facility
$
200,000,000
$
154,279,239
$
45,720,761
$
153,869,030
Total debt
$
200,000,000
$
154,279,239
$
45,720,761
$
153,869,030
(1)
The amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
(2)
The carrying value of the WF Credit Facility is presented net of deferred financing costs of $2.6 million and accrued interest of $2.2 million.
39
Debt obligations under the WF Credit Facility consisted of the following as of December 31, 2025:
December 31, 2025
Aggregate Principal Committed
Outstanding Principal
Amount Available(1)
Net Carrying Value(2)
WF Credit Facility
$
200,000,000
$
154,279,239
$
45,720,761
$
154,008,418
Total debt
$
200,000,000
$
154,279,239
$
45,720,761
$
154,008,418
(1)
The amount available reflects any limitations related to the WF Credit Facility’s borrowing base.
(2)
The carrying value of the WF Credit Facility is presented net of deferred financing costs of $2.7 million and accrued interest of $2.4 million.
Average debt outstanding under the WF Credit Facility during the three months ended March 31, 2026 and the year ended December 31, 2025 was $154.3 million and $154.7 million, respectively.
The amount available for borrowing under the WF Credit Facility is currently $200 million. The facility maturity date of the WF Credit Facility is November 4, 2030 and the reinvestment period ends on November 3, 2028 (subject to other provisions of the WF Credit Facility). The loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and will bear interest at Daily Simple SOFR, or base rate (to the extent Daily Simple SOFR is unavailable), plus 1.95%, with an interest rate floor of 0.0%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. The Loan Agreement requires the payment of a non-usage fee ranging from 0.50% to 1.45%, depending on the utilization levels of the facility.
For the three months ended March 31, 2026 and March 31, 2025, the components of interest expense with respect to the WF Credit Facility were as follows:
For the Three Months Ended March 31,
2026
2025
Interest expense
$
2,239,602
$
2,699,915
Amortization of debt issuance costs
138,038
122,667
Total interest expense
$
2,377,640
$
2,822,582
Average interest rate
5.61
%
6.84
%
PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940 Act provisions relating to affiliated transactions and custody. The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if PSCM or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
CLO Transaction
On May 23, 2024 (the “Closing Date”), the Company completed a $400.5 million term debt securitization (the “CLO Transaction”), also known as a collateralized loan obligation, in connection with which a wholly-owned indirect subsidiary of the Company issued the Notes (as defined below). The CLO Transaction functions as a source of long-term balance sheet financing for a portion of the Company’s portfolio investments and, as a result, the Notes issued in connection with the CLO Transaction are subject to the Company’s regulatory asset coverage requirement.
The notes offered in the CLO Transaction were issued by Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, and consist of (i) $232 million of Class A Notes (the “Class A Notes”); (ii) $58.0 million Class B-1 Notes, (the “Class B-1 Notes”); and (iii) $10 million of Class B-2 Notes (the “Class B-2 Notes” and, together with the Class A Notes and the Class B-1 Notes, the “Secured Notes”). Additionally, on the Closing Date the Issuer issued $100.5 million of Subordinated Notes (the “Subordinated Notes”), which do not bear interest but are entitled to all of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed to the holders of the Secured Notes. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the “Notes.”
40
The following table presents information on the Notes issued in the CLO Transaction as of March 31, 2026:
March 31, 2026
Description
Type
Principal Outstanding
Interest Rate
Credit Rating
Class A Notes
Senior Secured Floating Rate
$
232,000,000
SOFR + (1.60)%
AAA
Class B-1 Notes
Senior Secured Floating Rate
58,000,000
SOFR + (2.15)%
AA
Class B-2 Notes
Senior Secured Fixed Rate
10,000,000
(6.33)%
AA
Total Secured Notes
$
300,000,000
Subordinated Notes (1)
100,500,000
None
Not rated
Total Notes
$
400,500,000
(1)
The Company retained all of the Subordinated Notes issued in the CLO Transaction which are eliminated in consolidation.
The following table presents information on the Notes issued in the CLO Transaction as of December 31, 2025:
December 31, 2025
Description
Type
Principal Outstanding
Interest Rate
Credit Rating
Class A Notes
Senior Secured Floating Rate
$
232,000,000
SOFR + (1.60)%
AAA
Class B-1 Notes
Senior Secured Floating Rate
58,000,000
SOFR + (2.15)%
AA
Class B-2 Notes
Senior Secured Fixed Rate
10,000,000
(6.33)%
AA
Total Secured Notes
$
300,000,000
Subordinated Notes (1)
100,500,000
None
Not rated
Total Notes
$
400,500,000
(1)
The Company retained all of the Subordinated Notes issued in the CLO Transaction which are eliminated in consolidation.
On the Closing Date and in connection with the CLO Transaction, the Issuer and the Company entered into a note purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Initial Purchaser purchased the Secured Notes issued pursuant to an indenture as part of the CLO Transaction.
The CLO Transaction is backed by a diversified portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein, which is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with the Issuer on the Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on July 15, 2037; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day on or after July 15, 2026.
The Secured Notes are the secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
For the three months ended March 31, 2026 and March 31, 2025, the components of interest expense with respect to the Notes were as follows:
For the Three Months Ended March 31,
2026
2025
Interest expense
$
4,086,542
$
4,556,850
Amortization of debt issuance costs
34,373
34,373
Total interest expense
$
4,120,915
$
4,591,223
Average interest rate
5.45
%
6.08
%
41
Note 7. Share Transactions
Offering Proceeds
During the three months ended March 31, 2026, the Company did not issue or sell any shares. During the three months ended March 31, 2025, the Company issued and sold 32,662 shares at an aggregate purchase price of $0.5 million. These amounts include shares issued in reinvestment.
Distribution Reinvestment Plan
The Company has adopted a dividend reinvestment plan that provides for reinvestment of its dividends and other distributions on behalf of the Company’s stockholders, unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
The Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above NAV. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s need and usage of reinvested funds, and, if the Company uses newly issued shares to implement the dividend reinvestment plan at a time when the shares are trading at a price below NAV, the stockholders’ receipt of fewer shares than they would have if the Company had effectuated open market purchases. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by Equiniti, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock purchased with respect to the dividend.
A registered stockholder may elect to receive an entire distribution in cash by notifying Equiniti in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated form.
There will be no brokerage charges or other charges to stockholders who participate in the plan. The plan administrator’s fees will be paid by the Company.
Stockholders who receive dividends and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s account.
Participants may terminate their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s account under the plan to Equiniti. The plan may be terminated by the Company upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by the Company.
If participants withdraw from the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will not be able to participate in the plan and any dividend reinvestment may be effected on different terms than those described above.
For the three months ended March 31, 2026, the Company did not issue new shares of its common stock pursuant to the Company's dividend reinvestment plan.
Open Market Share Repurchase Plans
The Board authorized the Company to repurchase shares of its common stock through an open-market share repurchase program for up to $20 million in the aggregate of shares of the Company’s common stock through 12 months from the date of the IPO. Pursuant to such authorization and concurrently with the closing of the IPO, the Company entered into a share repurchase plan (the “Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $15 million in the aggregate of shares of its common stock, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company Rule 10b5-1 Stock Repurchase Plan commenced on March 23, 2024, beginning 60 calendar days following the end of the “restricted period” under Regulation M, and terminated upon the effectiveness of the Extended Company Rule 10b5-1 Stock Repurchase Plan (as defined below). Concurrently with the closing of the IPO, the Company also entered into a letter agreement (the “Company Rule 10b-18 Repurchase Plan”) with J.P. Morgan Securities LLC (“JPMS”), pursuant to which JPMS acts as non-exclusive agent for the Company in connection with the Company's program to repurchase shares of its common stock in the open market, in accordance with Rule 10b-18 under the Exchange Act. The Company Rule 10b-18 Repurchase Plan was entered into on January 22, 2024 and will continue until terminated by either party upon written notice to the other party.
The Board subsequently authorized the Company to enter into an extended share repurchase plan. On December 19, 2024, the Company entered into a share repurchase plan (the “Extended Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $20 million in the aggregate of shares of the Company’s common stock less any repurchases made pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Extended Company Rule 10b5-1 Stock Repurchase Plan commenced on January 22, 2025 and terminated on January 22, 2026.
The Company Rule 10b5-1 Stock Repurchase Plan, Extended Company Rule 10b5-1 Stock Repurchase Plan, and Company Rule 10b-18 Repurchase Plan are intended to allow the Company to repurchase shares of its common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company Rule 10b5-1 Stock Repurchase Plan and Extended Company Rule 10b5-1 Stock Repurchase Plan will require the Company’s agent to repurchase shares of the Company’s common stock on the Company’s behalf when the market price per share of the Company’s common stock is below the
42
most recently reported NAV per share of common stock. Under the Company Rule 10b5-1 Stock Repurchase Plan and Extended Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions.
The repurchase of shares pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, Extended Company Rule 10b5-1 Stock Repurchase Plan, and Company Rule 10b-18 Repurchase Plan are intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
On November 3, 2025, the Board authorized the Company to repurchase an additional $5 million of shares of its common stock through its open-market share repurchase program and extended the Company’s open-market share repurchase program to expire on January 22, 2027. Pursuant to the program, the Company may, from time to time, purchase shares of its common stock in the open market, subject to market conditions and other factors. The Company will determine the timing and amount of repurchases based on its evaluation of market conditions and other factors.
For thethree months ended March 31, 2026, the Company repurchased 140,149 shares of its common stock pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, Extended Company Rule 10b5-1 Stock Repurchase Plan, and Company Rule 10b-18 Repurchase Plan.
PSCM Rule 10b5-1 Stock Purchase Plan
In addition, PSCM agreed to purchase up to $5 million in the aggregate of shares of the Company’s common stock in the open market within one year of the IPO date if the Company’s shares of common stock trade below a specific level of NAV per share following the IPO. Concurrently with the closing of the IPO, PSCM entered into a share purchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $2.5 million shares of the Company’s common stock, in accordance with Rule 10b5-1 and Rule 10b-18 under the Exchange Act. The PSCM Rule 10b5-1 Stock Purchase Plan commenced on April 22, 2024 and terminated upon the effectiveness of the Extended PSCM Rule 10b5-1 Stock Purchase Plan (as defined below).
On April 22, 2025, PSCM entered into a share purchase plan (the “Extended PSCM Rule 10b5-1 Stock Purchase Plan”) to acquire up to $2.5 million in the aggregate of shares of the Company’s common stock less any purchases made pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Extended PSCM Rule 10b5-1 Stock Purchase Plan commenced on May 22, 2025 and will terminate upon the earliest to occur of (i) 12 months from the commencement of the Extended PSCM Rule 10b5-1 Stock Purchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Extended PSCM Rule 10b5-1 Stock Purchase Plan equals $2.5 million less any purchases made pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and (iii) the occurrence of certain other events described in the Extended PSCM Rule 10b5-1 Stock Purchase Plan.
The PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan are intended to allow PSCM to purchase shares of the Company’s common stock at times when it otherwise might be prevented from doing so under insider trading laws. The PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan will require PSCM’s agent to purchase shares of common stock on PSCM’s behalf when the market price per share of the Company’s common stock is trading below the most recently reported NAV per share of common stock. Under the PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions.
The purchase of shares pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan are intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.
For the three months ended March 31, 2026, PSCM purchased 67,875 shares of the Company’s common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan.
Note 8. Dividends and Distributions
The Company’s dividends and distributions are recorded on the ex-dividend date. The following table summarizes the Company’s dividend declarations and distributions during the three months ended March 31, 2026:
Date Declared
Record Date
Payment Date
Amount Per Share
Cash Distribution
DRIP Shares Issued
DRIP Shares Value
2/26/2026
3/27/2026
4/9/2026
$
0.360
$
11,203,493
-
$
-
3/19/2026
3/27/2026
4/9/2026
0.010
311,208
-
-
The following table summarizes the Company’s dividend declarations and distributions during the year ended December 31, 2025:
Date Declared
Record Date
Payment Date
Amount Per Share
Cash Distribution
DRIP Shares Issued
DRIP Shares Value
2/27/2025
3/28/2025
4/10/2025
$
0.360
$
11,552,886
12,507
$
161,965
(1)
3/24/2025
3/28/2025
4/10/2025
0.030
962,741
1,042
13,497
(1)
5/7/2025
6/27/2025
7/14/2025
0.360
11,573,928
1,857
26,446
(2)
6/23/2025
6/27/2025
7/14/2025
0.060
1,928,988
310
4,408
(2)
8/6/2025
9/26/2025
10/14/2025
0.360
11,462,765
2,119
26,836
(3)
9/23/2025
9/26/2025
10/14/2025
0.060
1,910,460
353
4,473
(3)
11/5/2025
12/29/2025
1/14/2026
0.360
11,226,221
2,287
27,726
(4)
12/23/2025
12/29/2025
1/14/2026
0.070
2,182,877
445
5,391
(4)
(1)
In accordance with the Company’s dividend reinvestment plan,13,549 shares of the Company’s stock were purchased in the open market at an average price of $12.95 and such shares were allocated to stockholders of the Company participating in the dividend reinvestment plan.
43
(2)
In accordance with the Company’s dividend reinvestment plan, 2,167 shares of the Company’s stock were purchased in the open market at an average price of $14.24 and such shares were allocated to stockholders of the Company participating in the dividend reinvestment plan.
(3)
In accordance with the Company's dividend reinvestment plan, 2,472shares of the Company's stock were purchased in the open market at an average price of $12.66and such shares were allocated to stockholders of the Company participating in the dividend reinvestment plan.
(4)
In accordance with the Company’s dividend reinvestment plan, 2,731 shares of the Company’s stock were purchased in the open market at an average price of $12.13 and such shares were allocated to stockholders of the Company participating in the dividend reinvestment plan.
Note 9. Commitments and Contingencies
As of March 31, 2026 and December 31, 2025, the Company had an aggregate of $20.3 million and $21.5 million, respectively, of unfunded commitments to provide debt financing to its portfolio companies. As of each of March 31, 2026 and December 31, 2025, there were nocapital calls or draw requests made by the portfolio companies to fund these commitments. Such commitments are generally up to the Company’s discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.
A summary of the composition of the unfunded commitments as of March 31, 2026 is shown in the table below:
Expiration Date (1)
As of March 31, 2026
Azuria Water Solutions, Inc.
4/24/2028
$
352,941
American Rock Salt Company LLC
9/19/2026
304,582
Aptean Inc.
1/30/2031
407,516
Cooper's Hawk Intermediate Holding LLC
7/29/2027
368,421
Cooper's Hawk Intermediate Holding LLC
7/29/2031
368,421
Deerfield Dakota Holding, LLC
9/12/2032
685,714
Dwyer Instruments, LLC
7/21/2029
665,212
Edition Holdings Inc
12/20/2027
1,611,414
Galway Borrower LLC
2/7/2028
3,326,023
Galway Borrower LLC
9/30/2028
346,762
GC Ferry Acquisition Inc
8/16/2027
1,312,500
Lido Purchaser, Inc.
4/3/2028
2,222,222
Logrhythm, Inc.
7/2/2029
636,364
Minotaur Acquisition, Inc.
5/10/2030
697,674
MRI Software LLC
2/10/2027
477,278
Optimizely North America Inc.
10/30/2031
458,333
PT Intermediate Holdings III, LLC
4/8/2026
583,313
Radwell Parent, LLC
4/1/2030
1,316,591
Radwell Parent, LLC
4/1/2030
249,045
Raven Acquisition Holdings LLC
11/19/2026
200,468
US Fertility Enterprises, LLC
12/30/2027
657,895
USIC Holdings, Inc.
9/10/2026
46,152
USIC Holdings, Inc.
9/10/2031
42,303
Vacation Rental Brands, LLC
10/15/2027
2,948,778
Total unfunded commitments
$
20,285,922
(1)
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
44
A summary of the composition of the unfunded commitments as of December 31, 2025 is shown in the table below:
Expiration Date (1)
As of December 31, 2025
American Rock Salt Company LLC
9/19/2026
$
304,582
Aptean Inc
1/30/2031
377,330
Cooper's Hawk Intermediate Holding LLC
7/29/2027
578,947
Cooper's Hawk Intermediate Holding LLC
7/29/2031
315,789
Deerfield Dakota Holding, LLC
9/12/2032
857,143
Dwyer Instruments, LLC
7/21/2029
768,720
Edition Holdings Inc
12/20/2027
1,786,600
Edition Holdings Inc
12/20/2027
953,466
Galway Borrower LLC
9/30/2028
461,641
Galway Borrower LLC
2/7/2026
3,530,286
GC Ferry Acquisition Inc
8/16/2027
1,312,500
Logrhythm, Inc.
7/2/2029
636,364
Minotaur Acquisition, Inc.
5/10/2030
697,674
MRI Software LLC
2/10/2027
509,096
National Mentor Holdings, Inc.
12/14/2026
2,700,000
Optimizely North America Inc.
10/30/2031
458,333
PT Intermediate Holdings III, LLC
4/8/2026
583,313
Raven Acquisition Holdings LLC
11/19/2026
200,468
US Fertility Enterprises, LLC
12/30/2027
657,895
USIC Holdings, Inc.
9/10/2026
63,572
USIC Holdings, Inc.
9/10/2031
171,052
Vacation Rental Brands, LLC
10/15/2027
3,611,111
Total unfunded commitments
$
21,535,882
(1)
Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.
Note 10. Earnings Per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share (“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of each of March 31, 2026 and March 31, 2025, there were no dilutive shares.
The following table sets forth the computation of basic and diluted earnings per share of common stock for the three months ended March 31, 2026 and March 31, 2025:
For the Three Months Ended March 31,
2026
2025
Net increase (decrease) in net assets resulting from operations
$
(37,236,966
)
$
(8,389,211
)
Weighted average shares of common stock outstanding - basic and diluted
31,187,746
32,602,053
Earnings (loss) per share of common stock - basic and diluted
$
(1.19
)
$
(0.26
)
45
Note 11. Financial Highlights
The following per share of common stock data has been derived from information provided in the consolidated financial statements. The following is a schedule of financial highlights for the three months ended March 31, 2026 and March 31, 2025:
For the Three Months Ended
March 31,
2026
2025
Per Common Share Operating Performance
Net Asset Value, Beginning of Period
$
14.85
$
16.50
Results of Operations:
Net Investment Income(1)
0.35
0.40
Net Realized and Unrealized Gain (Loss) on Investments(4)
(1.53
)
(0.66
)
Net Increase (Decrease) in Net Assets Resulting from Operations
(1.18
)
(0.26
)
Distributions to Common Stockholders
Distributions from Net Investment Income
(0.37
)
(0.39
)
Net Decrease in Net Assets Resulting from Distributions
(0.37
)
(0.39
)
Net Asset Value, End of Period
$
13.30
$
15.85
Shares Outstanding, End of Period
31,120,814
32,534,040
Ratio/Supplemental Data
Net assets, end of period
$
413,782,758
$
515,807,254
Weighted-average shares outstanding
31,187,746
32,602,053
Total Return(3)
(7.22
)%
(1.05
)%
Portfolio turnover
7
%
8
%
Ratio of operating expenses to average net assets without waiver(2)
13.74
%
13.72
%
Ratio of operating expenses to average net assets with waiver(2)
13.74
%
13.72
%
Ratio of net investment income (loss) to average net assets without waiver(2)
9.99
%
9.68
%
Ratio of net investment income (loss) to average net assets with waiver(2)
9.99
%
9.68
%
(1)
The per common share data was derived by using weighted average shares outstanding.
(2)
The ratios reflect an annualized amount.
(3)
Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.
(4)
Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statements of Operations due to share transactions during the period.
Note 12. Segment Reporting
The Company operates through a single operating and reporting segment with an investment objective to generate both current income and capital appreciation through debt and equity investments. The Chief Operating Decision Maker (“CODM”) is the Company’s chief executive officer, and the CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase in net assets resulting from operations (“net income”). Net income is comprised of total investment income (‘segment revenues’) and total expenses (‘significant segment expenses’), which are considered the key segment measures of profit or loss reviewed by the CODM. In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s stockholders, implementing investment policy decisions, strategic initiatives, managing the Company’s portfolio, allocating assets, and assessing the performance of the portfolio. As the Company’s operations are comprised solely of the Investment Management Segment, the segment assets are reflected on the accompanying consolidated statements of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations.
46
Note 13. Subsequent Events
The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that require recognition or disclosure in these consolidated financial statements, except for the following:
Distributions
On April 9, 2026, the Company paid a distribution in the amount of $11,514,701, or $0.37 per share, to shareholders on record as of March 27, 2026.
Unfunded Capital Commitments
On April 7, 2026, $23,888.89 of the outstanding commitment to Vacation Rental Brands, LLC was funded. On April 16, 2026, $57,777.78 of the outstanding commitment to Vacation Rental Brands, LLC was funded. On April 21, 2026, $400,000.00 of the outstanding commitment to Vacation Rental Brands, LLC was funded. The balance of the remaining unfunded commitment was $2,467,111.10 as of such date.
On April 8, 2026, the outstanding commitment to PT Intermediate Holdings III, LLC expired. The balance of the remaining unfunded commitment was $0 as of such date.
On April 10, 2026, $58,110.61 of the outstanding commitment to Radwell Parent, LLC was funded. On April 17, 2026, $8,301.51 was paid down on the Radwell Parent, LLC facility. On April 24, 2026, $8,301.51 was paid down on the Radwell Parent, LLC facility. On April 30, 2026, $8,301.52 was paid down on the Radwell Parent, LLC facility. The balance of the remaining unfunded commitment was $215,839.38 as of such date.
On April 21, 2026, $78,947.37 of the outstanding commitment to Cooper's Hawk Intermediate Holding LLC was funded. The balance of the remaining unfunded commitment was $289,473.68 as of such date.
On April 28, 2026, $11,913.31 was paid down on the Galway Borrower LLC facility. The balance of the remaining unfunded commitment was $358,675.65 as of such date.
On April 30, 2026, $103,508.11 was paid down on the Dwyer Instruments, LLC facility. The balance of the remaining unfunded commitment was $768,720.24 as of such date.
47
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to “we,” “us,” “our,” or the “Company” refer to Palmer Square Capital BDC Inc.
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:
•
our future operating results;
•
our business prospects and the prospects of our portfolio companies;
•
changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the liquidity of certain banks;
•
uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union, China, the Middle East, Latin America, and ongoing conflicts in the Middle East and South America and the Russia-Ukraine war;
•
the impact of fluctuations in interest rates and foreign exchange rates on our business and our portfolio companies;
•
rising levels of inflation, and its impact on us, on our portfolio companies and on the industries in which we invest;
•
the ability of the Investment Advisor to locate suitable investments for us and to monitor and administer our investments;
•
the ability of the Investment Advisor and its affiliates to attract and retain highly talented professionals;
•
risk associated with possible disruptions in our operations or the economy generally, including a possible slowdown in the economy and risk of recession;
•
the timing of cash flows, if any, from the operations of the companies in which we invest;
•
the ability of the companies in which we invest to achieve their objectives;
•
our ability to continue to effectively manage our business due to the disruptions caused by global political and economic instability;
•
the dependence of our future success on the general economy and its effect on the industries in which we invest;
•
our ability to maintain our qualification as a BDC and as a RIC under the Code;
•
the use of borrowed money to finance a portion of our investments;
•
the adequacy, availability and pricing of our financing sources and working capital;
•
actual or potential conflicts of interest with the Investment Advisor and its affiliates;
•
our contractual arrangements and relationships with third parties;
•
loss of key personnel;
•
the illiquid nature of our investments; and
•
the risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of the assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this quarterly report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” and elsewhere in this quarterly report on Form 10-Q. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements.
48
Overview
We are a financial services company that primarily lends to and invests in corporate debt securities of companies, including small to large private U.S. companies. We were organized as a Maryland corporation on August 26, 2019 and are structured as an externally managed, non-diversified closed-end management investment company. We have elected to be regulated as a BDC under the 1940 Act and, beginning with our taxable year ended December 31, 2020, we have elected to be treated as a RIC under Subchapter M of the Code, and we expect to qualify as a RIC annually.
On January 22, 2024, we completed our IPO, issuing 5,450,000 shares of common stock, par value $0.001, at a public offering price of $16.45 per share. Our common stock began trading on the New York Stock Exchange under the symbol “PSBD” on January 18, 2024.
We are externally managed by the Investment Advisor, an investment adviser that is registered with the SEC under the Advisers Act, pursuant to the Advisory Agreement. Subject to the supervision of our Board, a majority of which is made up of Independent Directors, our Investment Advisor manages our day-to-day operations and provides us with investment advisory and management services and certain administrative services. The Investment Advisor, in its capacity as Administrator, provides the administrative services necessary for us to operate pursuant to the Administration Agreement. The Administrator has entered into the Sub-Administration Agreement to delegate certain administrative functions to the Sub-Administrator. Our Investment Advisor is a majority-owned subsidiary of PSCM, which is a privately held firm specializing in global alternative (non-traditional) investments with a total return orientation.
Our investment objective is to maximize total return, comprised of current income and capital appreciation. However, no assurance can be given that our investment objective will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. The Company’s current investment focus is guided by two strategies that facilitate our investment opportunities and core competencies: (1) investing in corporate debt securities and, to a lesser extent, (2) investing in CLO structured credit funds that typically own corporate debt securities, including the equity and junior debt tranches of CLOs. We seek to invest in credit and other assets that the Investment Advisor believes have strong structural protections, limited downside, and low long-term beta, or volatility, in comparison to systemic risk within the broader credit and equity markets. A significant portion of the loans in which we may invest or obtain exposure to through our investments in structured securities may be deemed “Covenant-Lite Loans,” which means the loans contain fewer or no maintenance covenants compared to other loans and do not include terms which allow the lender to declare a default if certain covenants are breached.
Revenues
We generate revenue primarily in the form of interest and fee income on debt investments we hold and capital gains, if any, on investments. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark. Interest on debt securities is generally payable quarterly or semi-annually. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments is expected to fluctuate significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. We may also generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance and consulting fees.
Expenses
Our primary operating expenses include the payment of fees to the Investment Advisor under the Advisory Agreement, our allocable portion of overhead and rental expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•
interest expense and other costs associated with our indebtedness;
•
the cost of calculating our NAV, including the cost of any third-party valuation services;
•
the cost of effecting sales and repurchases of shares of our common stock and other securities;
•
fees payable to third parties relating to making investments, including our Investment Advisor’s or its affiliates’ travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews of prospective investments;
•
transfer agent and custodial fees;
•
operating costs incurred prior to the commencement of our operations;
•
out-of-pocket fees and expenses associated with marketing efforts;
•
federal and state registration fees and any stock exchange listing fees;
•
U.S. federal, state and local taxes;
•
Independent Directors’ fees and expenses;
•
brokerage commissions and markups;
•
fidelity bond, directors’ and officers’ liability insurance and other insurance premiums;
•
direct costs, such as printing, mailing, long distance telephone and staff;
•
fees and expenses associated with independent audits and outside legal costs;
•
costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws; and
•
other expenses incurred by the Administrator or us in connection with administering our business, including payments under the Administration Agreement that will be based upon our allocable portion (subject to the review and approval of our Board) of overhead, including rental expenses.
49
Portfolio and Investment Activity
As of March 31, 2026, our weighted average total yield to maturity of debt and income producing securities at fair value was 11.73%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.26%.
As of December 31, 2025, our weighted average total yield to maturity of debt and income producing securities at fair value was 11.30%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.15%.
As of March 31, 2026, we had 283 debt and equity investments in 214 portfolio companies with an aggregate fair value of approximately $1.2billion.
As of December 31, 2025, we had 264 debt and equity investments in 205 portfolio companies with an aggregate fair value of approximately $1.2 billion.
Our investment activity for the three months ended March 31, 2026 and March 31, 2025 is presented below (information presented herein is at amortized cost unless otherwise indicated).
For the Three Months Ended March 31,
2026
2025
New investments:
Gross investments
$
109,362,638
$
104,323,107
Less: sold investments
(79,939,687
)
(144,369,364
)
Total new investments
29,422,951
(40,046,257
)
Principal amount of investments funded:
First-lien senior secured debt investments
$
103,290,194
$
97,436,250
Second-lien senior secured debt investments
2,500,000
—
Corporate bonds
1,000,000
—
Collateralized securities and structured products - debt
1,406,500
—
Common stock
1,165,944
6,886,857
Preferred Stock
—
—
Total principal amount of investments funded
109,362,638
104,323,107
Principal amount of investments sold or repaid:
First-lien senior secured debt investments
$
67,757,902
$
138,003,373
Second-lien senior secured debt investments
5,584,634
3,203,994
Corporate Bonds
1,011,250
—
Collateralized securities and structured products - debt
5,193,165
2,900,000
CLO Equity
392,736
261,997
Total principal amount of investments sold or repaid
$
79,939,687
$
144,369,364
Our investment activity for the three months ended March 31, 2026 and March 31, 2025 is presented below (information presented herein is at par unless otherwise indicated). New investment commitment refers to long-term funded commitments in new securities made during the period that remained outstanding as of March 31, 2026 and March 31, 2025, respectively.
For the Three Months Ended March 31,
2026
2025
Number of new investment commitments
42
23
Average new investment commitment amount
$
2,096,070
$
3,855,336
Weighted average maturity for new investment commitments
5.65 years
5.59 years
Percentage of new debt investment commitments at floating rates
100.00
%
100.00
%
Percentage of new debt investment commitments at fixed rates
0.00
%
0.00
%
Weighted average interest rate of new investment commitments(1)
7.38
%
8.52
%
Weighted average spread over reference rate of new floating rate investment commitments(2)
3.87
%
4.21
%
Weighted average interest rate on long-term investments sold or paid down
8.09
%
8.33
%
(1)
New CLO equity investments do not have an ascribed interest rate and are therefore excluded from the calculation.
(2)
Variable rate loans bear interest at a rate determined by reference to the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
50
As of March 31, 2026 and December 31, 2025, our investments consisted of the following:
March 31, 2026
December 31, 2025
Amortized Cost
Fair Value
Amortized Cost
Fair Value
First-lien senior secured debt
$
1,116,137,451
$
1,012,739,979
$
1,088,644,221
$
1,014,924,713
Second-lien senior secured debt
67,398,975
52,349,550
72,146,972
59,868,971
Corporate Bonds
8,918,509
7,697,137
8,892,453
7,929,631
CLO Mezzanine
31,089,182
28,006,290
34,863,998
34,300,352
CLO Equity
7,845,023
4,379,728
8,326,282
6,087,607
Equity
10,398,437
8,099,959
8,965,875
7,812,775
Short-term investments
41,363,891
41,363,891
72,716,269
72,716,269
Total Investments
$
1,283,151,468
$
1,154,636,534
$
1,294,556,070
$
1,203,640,318
The table below describes investments by industry composition based on fair value as of March 31, 2026 and December 31, 2025:
March 31, 2026
December 31, 2025
Software
10.2
%
10.7
%
Healthcare Providers and Services
9.3
%
8.8
%
IT Services
8.5
%
9.6
%
Professional Services
7.4
%
7.3
%
Chemicals
5.6
%
5.4
%
Construction and Engineering
5.4
%
5.0
%
Diversified Financial Services
5.3
%
5.0
%
Short-Term Investments
3.6
%
6.0
%
Electronic Equipment, Instruments and Components
3.4
%
3.3
%
Commercial Services and Supplies
3.0
%
2.0
%
Insurance
2.9
%
3.5
%
Containers and Packaging
2.5
%
2.2
%
Structured Note
2.4
%
2.8
%
Hotels, Restaurants and Leisure
2.3
%
2.2
%
Machinery
1.9
%
1.8
%
Metals and Mining
1.9
%
1.3
%
Food Products
1.8
%
2.5
%
Building Products
1.7
%
1.8
%
Media
1.5
%
1.6
%
Aerospace and Defense
1.4
%
1.1
%
Healthcare Technology
1.4
%
0.6
%
Auto Components
1.4
%
1.6
%
Interactive Media Services
1.3
%
1.3
%
Healthcare Equipment and Supplies
1.3
%
0.7
%
Household Durables
1.2
%
1.2
%
Diversified Telecommunication Services
1.1
%
0.7
%
Energy Equipment and Services
0.9
%
0.9
%
Pharmaceuticals
0.9
%
0.7
%
Independent Power and Renewable Electricity Producers
0.8
%
1.2
%
Specialty Retail
0.8
%
1.1
%
Road and Rail
0.7
%
0.7
%
Industrial Conglomerates
0.7
%
0.7
%
Entertainment
0.7
%
0.2
%
Diversified Consumer Services
0.7
%
1.1
%
Real Estate Management and Development
0.7
%
0.6
%
Textiles, Apparel & Luxury Goods
0.6
%
0.6
%
Trading Companies and Distributors
0.6
%
—
Electrical Equipment
0.5
%
0.5
%
Structured Subordinated Note
0.4
%
0.5
%
Restaurants
0.4
%
0.3
%
Automotive
0.3
%
0.3
%
Construction Materials
0.3
%
0.3
%
Household Products
0.2
%
0.3
%
Oil, Gas & Consumable Fuels
0.1
%
—
Total
100
%
100
%
51
The table below shows the weighted average yields and interest rate of our debt investments at fair value as of March 31, 2026 and December 31, 2025:
March 31, 2026
December 31, 2025
Weighted average total yield of debt and income producing securities(1)
11.73
%
11.30
%
Weighted average interest rate of debt and income producing securities(2)
8.09
%
8.25
%
Weighted average spread over reference rate of all floating rate investments (3)
4.41
%
4.46
%
(1)
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our stockholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of our fees and expenses. There can be no assurance that the weighted average yield will remain at its current level. Amounts in this table exclude short-term investments.
(2)
CLO equity securities are considered income producing securities but do not have an ascribed interest rate, and therefore are excluded from the calculation.
(3)
Variable rate loans bear interest at a rate determined by reference to the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).
The Investment Advisor employs an active relative value scoring system to monitor corporate debt and equity investments throughout the life of the investment. Existing positions are assigned a score of 5 to 1 to each position, which is updated on an ongoing basis and the Investment Advisor’s analysts incorporate both a fundamental and relative value view. The scoring system is as follows:
5. Add Now Where Possible/Outperforming or Compelling Relative Value
4. Performing At or Above Plan/Add on Relative Where Applicable
3. Hold/Fair Value
2. Sell Opportunistically/Don’t Add
1. Sell Now Where Possible/Potential for Impairment.
The following table shows the distribution of our debt and equity investments on the 1 to 5 investment risk rating scale range at fair value as of March 31, 2026 and December 31, 2025:
March 31, 2026
December 31, 2025
Scale Range
Designation
Investments at Fair Value (In thousands)
Percentage of Total Debt and Equity Investments
Investments at Fair Value (In thousands)
Percentage of Total Debt and Equity Investments
5
Add Now Where Possible/Outperforming or Compelling Relative Value
$
4,515
0.4
%
$
4,522
0.4
%
4
Performing At or Above Plan/Add on Relative Where Applicable
678,673
62.8
%
670,428
61.5
%
3
Hold/Fair Value
313,792
29.0
%
341,140
31.3
%
2
Sell Opportunistically/Don't Add
83,907
7.8
%
74,446
6.8
%
1
Sell Now Where Possible/Potential for Impairment
-
0.0
%
-
0.0
%
Total Debt and Equity Investments
$
1,080,887
100.0
%
$
1,090,536
100.0
%
Excluded from Ratings:
CLO Mezzanine
28,006
34,300
CLO Equity
4,380
6,088
Short-Term Investments
41,364
72,716
Total Investments
$
1,154,637
$
1,203,640
Results of Operations
The following table represents the operating results for the three months ended March 31, 2026 and March 31, 2025:
For the Three Months Ended March 31,
2026
2025
Total investment income
$
26,216,714
$
31,214,279
Less: Net expenses
15,180,064
18,301,128
Net investment income
11,036,650
12,913,151
Net realized gains (losses) on investments
(10,674,426
)
(5,894,493
)
Net change in unrealized gains (losses) on investments
(37,599,190
)
(15,407,869
)
Net increase (decrease) in net assets resulting from operations
$
(37,236,966
)
$
(8,389,211
)
52
Investment Income
Investment income for the three months ended March 31, 2026 and March 31, 2025, was as follows:
For the Three Months Ended March 31,
2026
2025
Interest from investments
$
25,098,926
$
29,819,663
Dividend income
421,134
574,336
Payment-in-kind interest income
430,961
507,850
Other income
265,693
312,430
Total investment income
$
26,216,714
$
31,214,279
For the three months ended March 31, 2026 and March 31, 2025, total investment income was driven by interest income from our investments. Total investment income is lower for the three months ended March 31, 2026 compared to the prior year period due to the investment portfolio primarily consisting of floating rate loans in a falling rate environment. The size of our investment portfolio at fair value was approximately $1.2 billion as of December 31, 2025 and March 31, 2026, respectively. As of March 31, 2026, loans on non-accrual status represented less than 0.01% of the total investments at fair value (or 0.90% at amortized cost). As of December 31, 2025, loans on non-accrual status represented 0.09% of the total investments at fair value (or 1.34% at amortized cost).
Expenses
Operating expenses for the three months ended March 31, 2026 and March 31, 2025, were as follows:
For the Three Months Ended March 31,
2026
2025
Interest expense
$
10,582,817
$
12,969,757
Incentive fees
1,576,148
1,842,706
Management fees
1,932,888
2,333,675
Other operating expenses
1,051,225
1,118,003
Directors fees
36,986
36,987
Management fee waiver
—
—
Net expenses
$
15,180,064
$
18,301,128
Net expenses for the three months ended March 31, 2026 were $15.2 million, which consisted of $10.6 million in interest and debt financing, $1.6 million in incentive fees, $1.9 million in management fees, $1.1 million in other operating expenses, and $37 thousand in directors fees.
Net expenses for the three months ended March 31, 2025 were $18.3 million, which consisted of $13.0 million in interest and debt financing, $2.3 million in management fees, $1.8 million in incentive fees, $1.1 million in other operating expenses, and $37 thousand in directors fees.
Interest expense decreasedduring the three months ended March 31, 2026 compared to the prior year period primarily due to the average interest rate on debt decreasing from 6.07% at March 31, 2025 to 5.36% at March 31, 2026 (average debt outstanding decreased from $806.9 million to $707.4 million during the same period) under our BoA Credit Facility, WF Credit Facility and CLO Transaction. Incentive fees and management fees decreased compared to the prior year period due to lower net investment income and average net assets, respectively.
Net Change in Unrealized Gains (Losses) on Investments
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three months ended March 31, 2026 and March 31, 2025, net unrealized gains (losses) on our investment portfolio were comprised of the following:
For the Three Months Ended March 31,
2026
2025
Unrealized gains on investments
$
29,185,269
$
13,006,671
Unrealized (losses) on investments
(66,784,459
)
(28,414,540
)
Net change in unrealized gains (losses) on investments
$
(37,599,190
)
$
(15,407,869
)
The change in unrealized appreciation (depreciation) for three months ended March 31, 2026 and March 31, 2025, totaled ($37.6) million and ($15.4) million, respectively. For the three months ended March 31, 2026, this consisted of net unrealized depreciation of$52.8million related to existing portfolio investments and net unrealized appreciation of $15.2million related to exited portfolio investments (a portion of which has been reclassified to realized losses). For the three months ended March 31, 2025, this consisted of net unrealized depreciation of $21.7 million related to existing portfolio investments and net unrealized appreciation of $6.3 million related to exited portfolio investments (a portion of which has been reclassified to realized losses).
53
Financial Condition, Liquidity and Capital Resources
We anticipate cash to be generated from registered offerings of our common stock and other future offerings of equity and debt securities (including on-balance sheet CLO financings), and cash flows from operations, including interest earned from the temporary investment of cash in cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. On January 14, 2020, our sole stockholder approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act to us effective as of such date. As a result of the reduced asset coverage requirement, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio could be substantially impacted. Furthermore, while any indebtedness and senior securities remain outstanding, we may be required to prohibit any distribution to our stockholders or the repurchase of shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In connection with borrowings, our lenders, including under the BoA Credit Facility and the WF Credit Facility, may require us to pledge assets, investor commitments to fund capital calls and/or the proceeds of those capital calls. In addition, such lenders may ask us to comply with positive or negative covenants that could have an effect on our operations.
During the three months ended March 31, 2026, we experienced a net decrease in cash and cash equivalents of $1.7 million. During the period, net cash provided by operating activities was $29.1 million, primarily as a result of proceeds received from sale of investments of $79.9 million, offset by fundings of portfolio investments (excluding investments in short-term investments) of $109.4 million. We funded short-term investments during the period, and as of the end of the period we held $41.4 million in fair value of short-term investments. During the same period, net cash used in financing activities was $30.8 million, primarily consisting of $15.8 million net repayments under the BoA Credit Facility and WF Credit Facility, distributions paid in cash of $13.4 million and payment for the repurchase of common stock of $1.6 million.
During the three months ended March 31, 2025, we experienced a net increase in cash and cash equivalents of $106 thousand. During the period, net cash provided by operating activities was $46.4 million, primarily as a result of fundings of portfolio investments (excluding investments in short-term investments) of $104.3 million, partially offset by proceeds received from sale of investments of $144.4 million. We funded short-term investments during the period, and as of the end of the period we held $56.9 million in fair value of short-term investments. During the same period, net cash used in financing activities was $46.3 million, primarily consisting of $29.7 million net repayments under the BoA Credit Facility and WF Credit Facility and distributions paid in cash of $15.6 million, partially increased by proceeds from the issuance of common stock of $0.5 million.
As of March 31, 2026 and March 31, 2025, we had cash and cash equivalents of $1.5 million and $2.9 million, respectively. As of March 31, 2026, we had$278.1 million in undrawn capacity under the BoA Credit Facility and $45.7 millionin undrawn capacity under the WF Credit Facility. As of March 31, 2025, we had $205.9 million in undrawn capacity under the BoA Credit Facility and $20.7 million in undrawn capacity under the WF Credit Facility.
As a BDC, we are 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 we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of March 31, 2026, our asset coverage ratio was 159%.
Capital Contributions
During the three months ended March 31, 2026, the Company did not issue or sell any shares. During the three months ended March 31, 2025, the Company issued and sold 32,662 shares at an aggregate purchase price of $0.5 million. These amounts include shares issued in reinvestment.
Open Market Share Repurchase Plans
Concurrently with the closing of the IPO, on January 22, 2024, we entered into a share repurchase plan (the “Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $15 million in the aggregate of shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions. The Company Rule 10b5-1 Stock Repurchase Plan commenced on March 23, 2024, and terminated upon the effectiveness of the Extended Company Rule 10b5-1 Stock Repurchase Plan (as defined below). Concurrently with the closing of the IPO, the Company also entered into a letter agreement (the “Company Rule 10b-18 Repurchase Plan”) with J.P. Morgan Securities LLC (“JPMS”), pursuant to which JPMS acts as non-exclusive agent for the Company in connection with the Company's program to repurchase shares of its common stock in the open market, in accordance with Rule 10b-18 under the Exchange Act. The Company Rule 10b-18 Repurchase Plan was entered into on January 22, 2024 and will continue until terminated by either party upon written notice to the other party.
On December 19, 2024, we entered into an extended share repurchase plan (the “Extended Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $20 million in the aggregate of shares of our common stock less any repurchases made pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Extended Company Rule 10b5-1 Stock Repurchase Plan commenced on January 22, 2025 and terminated on January 22, 2026.
On November 3, 2025, our Board authorized us to repurchase an additional $5 million of shares of our common stock through an open-market share repurchase program and extended our open-market share repurchase program to expire on January 22, 2027. Pursuant to the program, we may, from time to time, purchase shares of our common stock in the open market, subject to market conditions and other factors. We will determine the timing and amount of repurchases based on our evaluation of market conditions and other factors.
For the three months ended March 31, 2026, we repurchased140,149shares of our common stock pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, Extended Company Rule 10b5-1 Stock Repurchase Plan, and Company Rule 10b-18 Repurchase Plan.
PSCM Rule 10b5-1 Stock Purchase Plan
In addition, PSCM agreed to purchase up to $5 million in the aggregate of shares of our common stock in the open market within one year of the IPO date if shares of our common stock trade below a specific level of NAV per share following the IPO. Concurrently with the closing of the IPO, PSCM entered into a share purchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $2.5 million shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. The PSCM Rule 10b5-1 Stock Purchase Plan commenced on April 22, 2024 and terminated upon the effectiveness of the Extended PSCM Rule 10b5-1 Stock Purchase Plan.
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On April 22, 2025, PSCM entered into a share purchase plan (the “Extended PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $2.5 million in the aggregate of shares of our common stock less any purchases made pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. The Extended PSCM Rule 10b5-1 Stock Purchase Plan commenced on May 22, 2025 and will terminate upon the earliest to occur of (i) 12 months from the commencement of the Extended PSCM Rule 10b5-1 Stock Purchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Extended PSCM Rule 10b5-1 Stock Purchase Plan equals $2.5 million less any purchases made pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and (iii) the occurrence of certain other events described in the Extended PSCM Rule 10b5-1 Stock Purchase Plan.
For the three months ended March 31, 2026, PSCMpurchased 67,875 shares of the Company's common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan.
Financing Arrangements
Bank of America Credit Facility
On February 18, 2020, we, through a special purpose wholly-owned subsidiary, PS BDC Funding, entered into the Credit Agreement with the Lenders, Bank of America, N.A. as the administrative agent and BofA Securities, as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide us with a revolving line of credit.
On March 29, 2024, we entered into a fourth amendment to the BoA Credit Facility (the “BoA Credit Facility Fourth Amendment”) that amends the BoA Credit Facility to, among other things: (i) extend the facility maturity date; (ii) update arrangements for the calculation of the fee on unused commitments, and (iii) provide for payment of an extension fee. The following describes the terms of the BoA Credit Facility as amended by the BoA Credit Facility Fourth Amendment.
Under the BoA Credit Facility, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility is currently $525 million. The Borrowers’ ability to draw under the BoA Credit Facility is scheduled to terminate on February 11, 2028. All amounts outstanding under the BoA Credit Facility are required to be repaid by February 18, 2028. The loans under the BoA Credit Facility may be base rate loans or SOFR loans. The base rate loans will bear interest at the base rate plus 1.40%, and the SOFR loans will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate, and (c) 1-month or 3-month SOFR plus 0.10%.
The Credit Agreement requires the payment of a commitment fee in a range of 0.50% to 1.40% depending on the amount of Commitments utilized. Such fee is payable quarterly in arrears. The advance rate for PS BDC Funding’s Eligible Collateral Assets ranges from 40% for Second Lien Bank Loans to 70% for First Lien Bank Loans that are B Assets to 100% for Cash (excluding Excluded Amounts) (as each such term is defined in the Credit Agreement).
PS BDC Funding has pledged all of its assets to BofA N.A., in its capacity as Administrative Agent, to secure its obligations under the BoA Credit Facility. Both the Company and PS BDC Funding have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the BoA Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding complies with 1940 Act provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57, of the 1940 Act). The custodian of the assets pledged to BofA N.A. pursuant to the BoA Credit Facility is U.S. Bank. The obligations under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, including in the event of a change of control of PS BDC Funding or if the Investment Advisor ceases to serve as investment adviser to the Company.
As of March 31, 2026, we had approximately $246.9 million principal outstanding and $278.1 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.
Wells Fargo Credit Facility
On December 18, 2020, we, through a special purpose wholly-owned subsidiary, PS BDC Funding II, entered into the Loan Agreement with the WF Lenders, WFB as the administrative agent and U.S. Bank, as Collateral Agent and Custodian, pursuant to which the WF Lenders agreed to provide us with a line of credit.
On November 4, 2025, we entered into a fifth amendment to the WF Credit Facility (the “WF Credit Facility Fifth Amendment”) that amends the WF Credit Facility to, among other things: (i) increase the amount available for borrowing under the WF Credit Facility, (ii) extend the facility maturity date, (iii) extend the reinvestment period, (iv) update the applicable spread, and (v) update the non-usage fee. The following describes the terms of the WF Credit Facility as amended by the WF Credit Facility Fifth Amendment.
The amount available for borrowing under the WF Credit Facility is currently $200 million. The facility maturity date of the WF Credit Facility is November 4, 2030 and the reinvestment period ends on November 3, 2028 (subject to other provisions of the WF Credit Facility). The loans under the WF Credit Facility may be Broadly Syndicated Loans or Middle Market Loans and will bear interest at Daily Simple SOFR or base rate (to the extent Daily Simple SOFR is unavailable), plus 1.95%, with an interest rate floor of 0.0%. The “base rate” will be equal to the highest of (a) the federal funds rate plus 0.50% and (b) the prime rate. The Loan Agreement requires the payment of a non-usage fee ranging from 0.50% to 1.45%, depending on the utilization levels of the facility.
PS BDC Funding II has pledged all of its assets to U.S. Bank, in its capacity as Collateral Agent, to secure its obligations under the WF Credit Facility and U.S. Bank acts as the custodian of such assets. Both the Company and PS BDC Funding II have made customary representations and warranties and are required to comply with various covenants, reporting requirements, and other customary requirements for similar credit facilities. Borrowing under the WF Credit Facility is subject to the leverage restrictions contained in the 1940 Act and PS BDC Funding II complies with 1940 Act provisions relating to affiliated transactions and custody (Section 17, as modified by Section 57, of the 1940 Act). The obligations under the Loan Agreement may be accelerated upon the occurrence of an event of default under the Loan Agreement, including in the event of a change of control of PS BDC Funding II, if the Investment Advisor ceases to serve as investment adviser to the Company, or if PSCM or its affiliates cease to directly or indirectly own a majority of the membership interests of the Investment Advisor.
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As of March 31, 2026, we had $154.3 million principal outstanding and $45.7 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance with the applicable covenants in the WF Credit Facility on such date.
CLO Transaction
On May 23, 2024, we completed a $400.5 million term debt securitization (the “CLO Transaction”), also known as a collateralized loan obligation (“CLO”), in connection with which our wholly-owned indirect subsidiary issued the Notes (as defined below). The CLO Transaction functions as a source of long-term balance sheet financing for a portion of our portfolio investments and, as a result, the Notes issued in connection with the CLO Transaction are subject to our regulatory asset coverage requirements.
The notes offered in the CLO Transaction were issued by Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and our wholly-owned subsidiary, and consist of (i) $232 million of Class A Notes (the “Class A Notes”); (ii) $58 million of Class B-1 Notes, (the “Class B-1 Notes”); and (iii) $10 million of Class B-2 Notes (the “Class B-2 Notes” and, together with the Class A Notes and the Class B-1 Notes, the “Secured Notes”). Additionally, the Issuer issued $100.5 million of Subordinated Notes (the “Subordinated Notes”), which do not bear interest but are entitled to all of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed to the holders of the Secured Notes. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the “Notes.”
The CLO Transaction is backed by a diversified portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein, which is managed by us as collateral manager pursuant to a collateral management agreement entered into with the Issuer (the “Collateral Management Agreement”). We have agreed to irrevocably waive all collateral management fees payable to us so long as we are the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on July 15, 2037; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes (with the consent of us, in the case of the Secured Notes) or (ii) us, in each case, on any business day on or after July 15, 2026.
As of March 31, 2026, we had outstanding indebtedness under the CLO Transaction of $300.0 million.
Distribution Policy
To the extent that we have income available, we intend to distribute quarterly dividends to our stockholders. Our quarterly dividends, if any, will be determined by our Board. Any dividends to our stockholders will be declared out of assets legally available for distribution.
We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under the Code. To obtain and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses (“investment company taxable income”), determined without regard to any deduction for dividends paid. In order to avoid certain excise taxes imposed on RICs, we currently intend to distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses (“capital gain net income”), adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) any net ordinary income and capital gain net income for preceding years that were not distributed during such years and on which we previously paid no U.S. federal income tax. Under certain applicable provisions of the Code and U.S. Treasury Regulations, distributions payable in cash or in shares of stock at the election of the stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution. Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, shares of our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the value of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, the Company may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock.
For these excise tax purposes, we will be deemed to have distributed any net ordinary taxable income or capital gain net income on which we have paid U.S. federal income tax. Depending on the level of taxable income earned in a calendar year, we may choose to carry forward taxable income for distribution in the following calendar year, and pay any applicable U.S. federal excise tax. We may not be able to achieve results that will permit the payment of cash distributions.
We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders. If this happens, our stockholders will be treated for U.S. federal income tax purposes as if they had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, our stockholders would be eligible to claim a tax credit equal to their allocable share of the tax we paid on the capital gains deemed distributed to them. We may not be able to achieve operating results that will permit us to pay any cash distributions, and if we issue senior securities, we will be prohibited from making distributions if doing so would cause us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if such distributions are limited by the terms of any of our borrowings.
We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.
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Prior to the IPO, the Board primarily used newly-issued shares of our common stock to implement the dividend reinvestment plan. The number of shares of common stock to be issued to a participant prior to the IPO would be equal to the quotient determined by dividing the cash value of the dividend payable to such stockholder by the NAV per share as of the date such dividend was declared.
After the IPO, the Board intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per share at, below or above NAV. However, the Board reserves the right to purchase shares in the open market in connection with the implementation of the dividend reinvestment plan. The Board will examine the full facts and circumstances of each such dividend to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing the potential dilution in connection with such issuance to be incurred by our stockholders against our need and usage of reinvested funds, and, if we use newly issued shares to implement the dividend reinvestment plan at a time when the shares are trading at a price below NAV, the stockholders’ receipt of fewer shares than they would have if we had effectuated open market purchases. The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount of the dividend payable to such stockholder by the market price per share of our common stock at the close of regular trading on a national securities exchange on the dividend payment date. Shares purchased in open market transactions by Equiniti, the plan administrator and our transfer agent, registrar, and dividend disbursing agent, will be allocated to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of our common stock purchased with respect to the dividend.
A registered stockholder may elect to receive an entire distribution in cash by notifying Equiniti in writing so that such notice is received by the plan administrator no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated form.
Critical Accounting Estimates
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
Critical accounting estimates are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. The preparation of these financial statements will require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we have described our critical accounting estimates in the notes to our consolidated financial statements.
Valuation of Portfolio Investments
In December 2020, the SEC adopted Rule 2a-5 under the 1940 Act, which permits a BDC’s board of directors to either (i) choose to continue to determine fair value in good faith, or (ii) designate its investment adviser as the valuation designee tasked with determining fair value in good faith, subject to the board’s oversight. Our Board has designated the Investment Advisor to serve as our valuation designee effective August 11, 2022.
Under procedures established by our Board, we value investments for which market quotations are readily available at such market quotations. Assets listed on an exchange will be valued at their last sales prices as reported to the consolidated quotation service at 4:00 P.M. Eastern Time on the date of determination. If no such sales of such securities occurred, such securities will be valued at the mean between the last available bid and ask prices as reported by an independent, third-party pricing service on the date of determination (unless the prices provided by the pricing service is believed by the Investment Advisor to be unreliable or a significant event has occurred subsequent to the provision of the prices that the Investment Advisor determines will affect the fair value of the securities). Debt and equity securities that are not publicly traded or whose market prices are not readily available (or for which either of the events noted in the parenthetical immediately above occur) are valued at fair value by the Investment Advisor. Such determination of fair values may involve subjective judgments and estimates, although we will also engage independent valuation providers to review the valuation of each portfolio investment that constitutes a material portion of our portfolio and that does not have a readily available market quotation at least once annually. With respect to unquoted securities, our Investment Advisor will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public and other factors. With respect to Level 3 assets, we intend to retain one or more independent providers of financial advisory services to assist the Investment Advisor by performing certain limited third-party valuation services. We may appoint additional or different third-party valuation firms in the future.
When an external event such as a purchase transaction, public offering or subsequent equity sale occurs with respect to a fair-valued portfolio company or comparable company, the Investment Advisor will use the pricing indicated by the external event in connection with its fair valuation determination process. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Investment Advisor using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had readily available market quotations existed for such investments, and the differences could be material.
Net Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation
We measure realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation or depreciation, when gains or losses are realized. Realized gains and losses from securities transactions and unrealized appreciation and depreciation of securities are determined using the identified cost basis method for financial reporting.
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Related Party Transactions
We have entered into the Advisory Agreement with the Investment Advisor and the Administration Agreement with the Investment Advisor (in such capacity, the Administrator). Mr. Christopher D. Long and Mr. Jeffrey D. Fox, each an executive officer of ours and an interested member of our Board, and Angie K. Long, Matthew L. Bloomfield and Scott A. Betz, each an executive officer of ours, have an indirect pecuniary interest in the Investment Advisor. The Investment Advisor is a registered investment adviser under the Advisers Act that is majority-owned by PSCM. See “Note 3. Agreements and Related Party Transactions – Administration Agreement” and “– Investment Advisory Agreement” in the notes to the accompanying consolidated financial statements.
Contractual Obligations
We have certain contracts under which we have material future commitments. We have entered into the Advisory Agreement with the Investment Advisor in accordance with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated at an annual rate of 1.75% of the average value of the weighted average of our total net assets at the end of the two most recently completed quarters and (b) an incentive fee based on our performance. We have entered into an Administration Agreement with the Administrator to serve as our administrator. Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with other services necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.
A summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at March 31, 2026 is as follows:
Contractual Obligations Payments Due by Period
Less than 1 year
1-3 years
3-5 years
More than 5 years
Total
BoA Credit Facility, Net
$
—
$
246,574,681
$
—
$
—
$
246,574,681
WF Credit Facility, Net
—
—
153,869,030
—
153,869,030
CLO Transaction, Net
—
—
—
301,867,199
301,867,199
Total contractual obligations
$
—
$
246,574,681
$
153,869,030
$
301,867,199
$
702,310,910
Off-Balance Sheet Arrangements
Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of March 31, 2026 and December 31, 2025, we had 24 unfunded commitments totaling $20.3 million and 22 unfunded commitments totaling $21.5 million, respectively. See “Note 9. Commitments and Contingencies” in the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.
Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance sheet financings or liabilities.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including changes in interest rates. Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.
Assuming that the consolidated statements of assets and liabilities as of March 31, 2026 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rate.
Change in Interest Rates
Increase (Decrease) in Interest Income
Increase (Decrease) in Interest Expense
Net Increase (Decrease) in Net Investment Income
Down 200 basis points
$
(24,634,034
)
$
(14,023,102
)
$
(10,610,932
)
Down 150 basis points
(18,467,274
)
(10,517,326
)
(7,949,948
)
Down 100 basis points
(12,300,507
)
(7,011,551
)
(5,288,956
)
Down 50 basis points
(6,133,761
)
(3,505,775
)
(2,627,986
)
Up 50 basis points
6,129,538
3,505,775
2,623,763
Up 100 basis points
12,258,729
7,011,551
5,247,178
Up 150 basis points
18,387,023
10,517,326
7,869,697
Up 200 basis points
24,540,263
14,023,102
10,517,161
The data in the table are based on our current statements of assets and liabilities. As of March 31, 2026, we had $33.0 million in net purchases that had not yet settled and $20.3 million in unfunded commitments. After settlement of these purchases, the change in interest expense will be larger as a result of the increase in the amount borrowed under the BoA Credit Facility, WF Credit Facility or CLO Transaction, as applicable. The table does not include any change in dividend income from our money market investments.
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In addition, any investments we make that are denominated in a foreign currency will be subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls, and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.
We measure exposure to interest rate and currency exchange rate fluctuations on an ongoing basis and may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options, swaps and forward contracts and credit hedging contracts, such as credit default swaps, in each case, subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during our fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.
Item 1A. Risk Factors.
Investing in our common stock involves a number of significant risks. In addition to other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2025. The risks described in our annual report are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also materially and adversely affect our business, financial condition and/or operating results. Other than as set forth below, there have been no material changes during the three months ended March 31, 2026 to the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Dividend Reinvestment Plan
During the three months ended March 31, 2026, the Company did not issue or sell any shares in connection with the dividend reinvestment plan.
Open Market Share Repurchase Plans
During the three months ended March 31, 2026, we repurchased 140,149 shares of our common stock pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, Extended Company Rule 10b5-1 Stock Repurchase Plan, and Company Rule 10b-18 Repurchase Plan.
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum (or Approximate Dollar Value) of Shares that may Yet Be Purchased Under the Plans or Programs (Dollars in Thousands) (1)
January 1, 2026 through January 31, 2026
61,796
$
12.14
1,512,207
$
5,000
February 1, 2026 through February 28, 2026
—
—
1,512,207
5,000
March 1, 2026 through March 31, 2026
78,353
10.70
1,590,560
4,162
Total
140,149
$
11.34
1,590,560
$
4,162
(1)
On December 19, 2024, the Company entered into a share repurchase plan (the “Extended Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $20 million in the aggregate of shares of the Company’s common stock less any repurchases made pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Extended Company Rule 10b5-1 Stock Repurchase Plan commenced on January 22, 2025 and terminated on January 22, 2026. On November 3, 2025, the Board authorized the Company to repurchase an additional $5 million of shares of its common stock through its open-market share repurchase program and extended the Company’s open-market share repurchase program to expire on January 22, 2027. Pursuant to the program, the Company may, from time to time, purchase shares of its common stock in the open market, subject to market conditions and other factors. The Company will determine the timing and amount of repurchases based on its evaluation of market conditions and other factors.
60
PSCM Rule 10b5-1 Stock Purchase Plan
During the three months ended March 31, 2026, PSCM purchased 67,875 shares of the Company’s common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan.
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum (or Approximate Dollar Value) of Shares that may Yet Be Purchased Under the Plans or Programs (Dollars in Thousands) (1)
January 1, 2026 through January 31, 2026
33,622
$
12.00
169,877
$
387
February 1, 2026 through February 28, 2026
34,253
11.30
204,130
—
March 1, 2026 through March 31, 2026
—
—
204,130
—
Total
67,875
$
11.65
204,130
—
(1) Concurrently with the closing of the IPO, PSCM entered into the PSCM Rule 10b5-1 Stock Purchase Plan to permit the purchase of up to $2.5 million shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. Under the PSCM Rule 10b5-1 Stock Purchase Plan, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions. The PSCM Rule 10b5-1 Stock Purchase Plan commenced on April 22, 2024 and will terminate upon the earliest to occur of (i) 12 months from the date of the PSCM Rule 10b5-1 Stock Purchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the PSCM Rule 10b5-1 Stock Purchase Plan equals $2.5 million, and (iii) the occurrence of certain other events described in the PSCM Rule 10b5-1 Stock Purchase Plan.
Item 3. Default Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
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Item 6. Exhibits.
The exhibits required by this item are set forth in the Exhibit Index attached hereto and are filed or incorporated as part of this Report.
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104*
Cover page formatted as Inline XBRL and contained in Exhibit 101
* Filed herewith
62
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.