QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __ to __
Commission file number: 814-01175
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
81-2878769
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
200 Clarendon Street, 37th Floor
Boston, MA
02116
(Address of Principal Executive Office)
(Zip Code)
(617) 516‑2000
(Registrant’s Telephone Number, Including Area Code)
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A
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
BCSF
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 11, 2026, the registrant had 64,868,507 shares of common stock outstanding.
Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”), BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such 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 are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2025 and in our filings with the Securities and Exchange Commission (the “SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report 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 Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.
ii
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
As of
As of
March 31, 2026
December 31, 2025
(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $1,925,871 and $1,891,513, respectively)
$
1,916,461
$
1,905,297
Non-controlled/affiliate investments (amortized cost of $7,504 and $7,504, respectively)
19,164
18,674
Controlled affiliate investments (amortized cost of $549,483 and $603,650, respectively)
535,173
584,470
Cash and cash equivalents
12,973
23,092
Foreign cash (cost of $3,026 and $2,477, respectively)
3,622
3,151
Restricted cash and cash equivalents
17,593
32,667
Collateral on derivatives
9,813
10,993
Deferred financing costs
3,285
3,543
Interest receivable on investments
35,091
38,023
Interest rate swap
4,979
7,976
Receivable for sales and paydowns of investments
38,101
28,856
Prepaid insurance
277
489
Unrealized appreciation on forward currency exchange contracts
224
—
Dividend receivable
4,920
5,354
Total Assets
$
2,601,676
$
2,662,585
Liabilities
Debt (net of unamortized debt issuance costs of $17,144 and $10,110, respectively)
$
1,454,657
$
1,470,796
Interest payable
10,910
12,376
Payable for investments purchased
3,527
2,110
Collateral payable on derivatives
4,760
12,907
Unrealized depreciation on forward currency exchange contracts
2,739
9,061
Base management fee payable
9,085
9,408
Incentive fee payable
5,618
5,877
Accounts payable and accrued expenses
16,825
12,910
Distributions payable
—
9,730
Total Liabilities
1,508,121
1,545,175
Commitments and Contingencies (See Note 10)
Net Assets
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,868,507 and 64,868,507 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
65
65
Paid in capital in excess of par value
1,161,110
1,161,110
Total distributable loss
(67,620
)
(43,765
)
Total Net Assets
1,093,555
1,117,410
Total Liabilities and Total Net Assets
$
2,601,676
$
2,662,585
Net asset value per share
$
16.86
$
17.23
See Notes to Consolidated Financial Statements
3
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
For the Three Months Ended March 31,
2026
2025
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments
$
39,333
$
41,672
Dividend income
619
1,725
PIK income
8,705
6,606
Other income
1,476
2,833
Total investment income from non-controlled/non-affiliate investments
50,133
52,836
Investment income from non-controlled/affiliate investments:
Interest from investments
2
8
PIK income
—
17
Other income
21
42
Total investment income from non-controlled/affiliate investments
23
67
Investment income from controlled affiliate investments:
Interest from investments
10,033
9,148
Dividend income
5,983
4,786
PIK income
2
2
Total investment income from controlled affiliate investments
16,018
13,936
Total investment income
66,174
66,839
Expenses
Interest and debt financing expenses
20,252
18,904
Base management fee
9,085
9,068
Incentive fee
5,618
2,222
Professional fees
700
714
Directors fees
180
174
Other general and administrative expenses
2,069
2,571
Total expenses, net of fee waivers
37,904
33,653
Net investment income before taxes
28,270
33,186
Income tax expense, including excise tax
906
1,076
Net investment income
27,364
32,110
Net realized and unrealized gains (losses)
Net realized gain (loss) on non-controlled/non-affiliate investments
3,820
(20,986
)
Net realized loss on non-controlled/affiliate investments
—
(2,967
)
Net realized loss on controlled affiliate investments
(13,448
)
—
Net realized gain (loss) on foreign currency transactions
66
(249
)
Net realized loss on forward currency exchange contracts
(2,989
)
(2,405
)
Net change in unrealized appreciation on foreign currency translation
(135
)
435
Net change in unrealized appreciation on forward currency exchange contracts
6,546
(2,073
)
Net change in unrealized appreciation on non-controlled/non-affiliate investments
(23,194
)
23,993
Net change in unrealized appreciation on non-controlled/affiliate investments
490
(1,866
)
Net change in unrealized appreciation on controlled affiliate investments
4,870
2,555
Total net loss
(23,974
)
(3,563
)
Net increase in net assets resulting from operations
$
3,390
$
28,547
Basic and diluted net investment income per share of common stock
$
0.42
$
0.50
Basic and diluted increase in net assets resulting from operations per share of common stock
$
0.05
$
0.44
Basic and diluted weighted average common stock outstanding
64,868,507
64,676,192
See Notes to Consolidated Financial Statements
4
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Changes in Net Assets
(in thousands, except share and per share data)
(Unaudited)
For the Three Months Ended March 31,
2026
2025
Operations:
Net investment income
$
27,364
$
32,110
Net realized loss
(12,551
)
(26,607
)
Net change in unrealized appreciation
(11,423
)
23,044
Net increase in net assets resulting from operations
3,390
28,547
Stockholder distributions:
Distributions from distributable earnings
(27,245
)
(29,191
)
Net decrease in net assets resulting from stockholder distributions
(27,245
)
(29,191
)
Capital share transactions:
Issuances of common stock (net of offering and underwriting costs)
—
4,552
Shares issued in connection with dividend reinvestment plan
—
924
Net increase in net assets resulting from capital share transactions
—
5,476
Total increase (decrease) in net assets
(23,855
)
4,832
Net assets at beginning of period
1,117,410
1,139,672
Net assets at end of period
$
1,093,555
$
1,144,504
Net asset value per share of common stock
$
16.86
$
17.64
Common stock outstanding at end of period
64,868,507
64,868,507
See Notes to Consolidated Financial Statements
5
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Cash Flows
(in thousands, except share and per share data)
(Unaudited)
For the Three Months Ended March 31,
2026
2025
Cash flows from operating activities
Net increase in net assets resulting from operations
$
3,390
$
28,547
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Purchases of investments
(234,383
)
(299,374
)
Proceeds from principal payments and sales of investments
245,867
251,317
Net realized loss from investments
9,628
23,953
Net realized (gain) loss on foreign currency transactions
(66
)
249
Net change in unrealized appreciation on forward currency exchange contracts
(6,546
)
2,073
Net change in unrealized appreciation on investments
17,834
(24,682
)
Net change in unrealized appreciation on foreign currency translation
135
(435
)
Increase in investments due to PIK
(7,385
)
(5,415
)
Accretion of discounts and amortization of premiums
(1,746
)
(1,554
)
Amortization of deferred financing costs and debt issuance costs
1,538
1,149
Changes in operating assets and liabilities:
Collateral on derivatives
1,180
6,855
Interest receivable on investments
2,932
8,103
Interest rate swap
(108
)
(78
)
Prepaid insurance
212
197
Dividend receivable
434
(338
)
Interest payable
(1,466
)
(2,250
)
Collateral payable on derivatives
(8,147
)
6,000
Base management fee payable
(323
)
(92
)
Incentive fee payable
(259
)
(2,474
)
Accounts payable and accrued expenses
3,915
980
Net cash provided by (used in) operating activities
26,636
(7,269
)
Cash flows from financing activities
Borrowings on debt
643,000
459,000
Repayments on debt
(649,000
)
(395,699
)
Payments of financing costs
(8,314
)
(8,551
)
Proceeds from issuances of common stock (net of offering and underwriting costs)
—
4,552
Purchase of common shares issued in connection with dividend reinvestment plan
—
924
Stockholder distributions paid
(36,975
)
(58,244
)
Net cash provided by (used in) financing activities
(51,289
)
1,982
Net decrease in cash, foreign cash, restricted cash and cash equivalents
(24,653
)
(5,287
)
Effect of foreign currency exchange rates
(69
)
186
Cash, foreign cash, restricted cash and cash equivalents, beginning of period
58,910
99,066
Cash, foreign cash, restricted cash and cash equivalents, end of period
$
34,188
$
93,965
Supplemental disclosure of cash flow information:
Cash interest paid during the period
$
20,180
$
20,005
Cash paid for excise taxes during the period
$
—
$
3,337
As of March 31,
2026
2025
Cash
$
12,973
$
10,168
Restricted cash
17,593
55,609
Foreign cash
3,622
28,188
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows
$
34,188
$
93,965
See Notes to Consolidated Financial Statements
6
Bain Capital Specialty Finance, Inc.
Consolidated Schedule of Investments
As of March 31, 2026
(In thousands)
(Unaudited)
Portfolio Company
Investment Type
Index (1)
Spread (1)
Interest Rate
Maturity Date
Principal/Shares (9)
Cost
Market Value
% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
ATS (15)(19)(29)
First Lien Senior Secured Loan
SOFR
5.75%
9.42
%
7/12/2029
$
4,925
4,882
4,925
ATS (3)(19)
First Lien Senior Secured Loan - Revolver
—
—
—
7/12/2029
$
—
—
—
Bridger Aerospace Group Holdings, Inc. (3)(15)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
6.00%
9.70
%
10/28/2030
$
286
273
258
Bridger Aerospace Group Holdings, Inc. (3)(15)(19)
Goldman Sachs Financial Square Government Fund Institutional Share Class
Cash Equivalents
—
—
3.55
%
—
$
1,893
1,893
1,893
Goldman Sachs US Treasury Liquid Reserves Fund (30)
Cash Equivalents
—
—
3.54
%
—
$
11,698
11,698
11,698
Cash Equivalents Total
$
13,591
$
13,591
1.2
%
Investments and Cash Equivalents Total
$
2,496,449
$
2,484,389
227.2
%
Interest Rate Swap
Description
Hedged Items
Company Receives
Company Pays
Counterparty
Settlement Date
Notional Amount
Upfront Payments/Receipts
Unrealized Appreciation
Interest Rate Swap
March 2030 Notes
5.95%
SOFR + 1.90%
Wells Fargo
3/15/2030
$
350,000
$
-
$
5,278
Interest Rate Swap
March 2031 Notes
5.95%
SOFR + 2.28%
BNP Paribas
3/3/2031
$
350,000
$
-
$
(299
)
23
Forward Foreign Currency Exchange Contracts
Currency Purchased
Currency Sold
Counterparty
Settlement Date
Unrealized Appreciation(8)
US DOLLARS 1,034
POUND STERLING 0
BNP Paribas
4/10/2026
$
(1,037
)
US DOLLARS 3,130
POUND STERLING 2,410
US Bank
4/14/2026
(48
)
US DOLLARS 19,307
EURO 16,810
US Bank
5/12/2026
(98
)
US DOLLARS 13,483
POUND STERLING 10,160
US Bank
5/14/2026
85
US DOLLARS 1,167
EURO 0
Wells Fargo
5/19/2026
(1,168
)
US DOLLARS 58
POUND STERLING 55
Bank of New York
6/8/2026
(14
)
US DOLLARS 819
EURO 700
Bank of New York
6/8/2026
10
US DOLLARS 5,137
EURO 4,400
Bank of New York
6/9/2026
52
US DOLLARS 2,760
EURO 2,360
Bank of New York
6/10/2026
33
US DOLLARS 290
NEW ZEALAND DOLLAR 725
Bank of New York
6/15/2026
(125
)
US DOLLARS 3,959
POUND STERLING 2,915
Bank of New York
6/17/2026
116
US DOLLARS 7,661
POUND STERLING 5,690
Bank of New York
6/25/2026
159
US DOLLARS 2,451
POUND STERLING 1,810
US Bank
6/25/2026
65
US DOLLARS 2,451
AUSTRALIAN DOLLARS 3,739
Bank of New York
7/16/2026
(107
)
US DOLLARS 8,665
POUND STERLING 6,450
Wells Fargo
7/16/2026
163
US DOLLARS 4,375
EURO 3,680
Wells Fargo
7/16/2026
115
US DOLLARS 3,206
AUSTRALIAN DOLLARS 4,900
US Bank
7/31/2026
(145
)
US DOLLARS 5,343
POUND STERLING 4,007
BNP Paribas
7/31/2026
63
US DOLLARS 11,061
EURO 9,445
BNP Paribas
7/31/2026
122
US DOLLARS 5,895
EURO 4,980
Wells Fargo
8/13/2026
125
US DOLLARS 3,248
AUSTRALIAN DOLLARS 5,195
Bank of New York
8/20/2026
(303
)
US DOLLARS 999
EURO 0
Bank of New York
8/20/2026
(999
)
US DOLLARS 5,570
EURO 4,860
Wells Fargo
8/20/2026
(62
)
US DOLLARS 952
CANADIAN DOLLAR 1,310
Bank of New York
8/20/2026
8
US DOLLARS 7,111
POUND STERLING 5,620
Bank of New York
8/27/2026
(293
)
US DOLLARS 5,359
AUSTRALIAN DOLLARS 8,060
Bank of New York
9/16/2026
(147
)
US DOLLARS 7,171
POUND STERLING 5,316
US Bank
9/24/2026
171
US DOLLARS 3,473
POUND STERLING 2,590
US Bank
10/2/2026
63
US DOLLARS 3,170
EURO 2,700
US Bank
10/2/2026
37
US DOLLARS 16,837
EURO 14,100
Bank of New York
10/2/2026
473
US DOLLARS 5,503
POUND STERLING 4,100
Bank of New York
10/22/2026
107
US DOLLARS 1,083
POUND STERLING 800
Wells Fargo
10/26/2026
30
US DOLLARS 489
POUND STERLING 370
Bank of New York
11/10/2026
2
US DOLLARS 7,259
POUND STERLING 5,480
US Bank
11/10/2026
48
US DOLLARS 1,648
EURO 1,400
Wells Fargo
11/20/2026
21
US DOLLARS 4,355
POUND STERLING 3,350
Bank of New York
11/25/2026
(51
)
US DOLLARS 983
EURO 830
US Bank
12/7/2026
18
US DOLLARS 2,620
EURO 2,230
US Bank
1/7/2027
24
US DOLLARS 996
EURO 840
Wells Fargo
1/7/2027
18
US DOLLARS 209
AUSTRALIAN DOLLARS 300
Citibank
1/22/2027
4
US DOLLARS 6,664
AUSTRALIAN DOLLARS 9,900
Wells Fargo
1/22/2027
(73
)
US DOLLARS 4,166
EURO 3,510
Bank of New York
1/22/2027
79
US DOLLARS 10,101
EURO 8,610
BNP Paribas
10/28/2027
2
US DOLLARS 4,399
EURO 3,800
Bank of New York
10/28/2027
(58
)
$
(2,515
)
(1)
The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Bank Bill Benchmark Rate (“BKBM”), the Canadian Overnight Repo Rate Average (“CORRA”), the Bank Bill Swap Bid Rate (“BBSY”), the Prime Rate (“Prime” or “P”), the Sterling Overnight Index Average (“SONIA”) or Secured Overnight Financing rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may provide for Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over EURIBOR, BKBM, CORRA, BBSY, SONIA, SOFR, or Prime and the current weighted average interest rate in effect at March 31, 2026. Certain investments are subject to a EURIBOR, BKBM, CORRA, BBSY, SONIA, SOFR or Prime interest rate floor.
(2)
The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(3)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.
(4)
Percentages are based on the Company’s net assets of$1,093,555 as of March 31, 2026.
(5)
The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)
The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70%
24
of the Company’s total assets. As of March 31, 2026, non-qualifying assets totaled 27.74% of the Company’s total assets.
(7)
Loan was on non-accrual status as of March 31, 2026.
(8)
Unrealized appreciation on forward currency exchange contracts.
(9)
The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian Krone, AUD represents Australian Dollar, CAD represents Canadian Dollar and NZ$ represents New Zealand Dollar.
(10)
As defined in the 1940 Act, the portfolio company is deemed to be an “affiliated person” of the Company as the Company owns 5% or more of the portfolio company’s outstanding voting securities.
(11)
As defined in the 1940 Act, the Company is deemed to “control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.
(12)
Tick mark not used.
(13)
Loan includes interest rate floor of 3.50%.
(14)
Non-income producing.
(15)
Loan includes interest rate floor of 1.00%.
(16)
Loan includes interest rate floor of 0.75%.
(17)
Loan includes interest rate floor of 0.50%.
(18)
Loan includes interest rate floor of 0.00%.
(19)
Security valued using unobservable inputs (Level 3).
(20)
The Company holds a controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.
(21)
Loan includes interest rate floor of 0.25%.
(22)
$436 of the total par amount for this security is at P+ 5.50%.
(23)
$44 of the total par amount for this security is at P+ 4.00%.
(24)
Loan includes interest rate floor of 1.25%.
(25)
Security 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 $370,245 or 33.86%of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
25
Investment
Acquisition Date
ACAMS
3/10/2022
ADT Pizza, LLC
10/29/2018
Advanced Aircrew
7/26/2024
AGS American Services Investments, L.P.
7/24/2025
Ansett Aviation Training
3/24/2022
Apollo Intelligence
6/1/2022
Applitools
7/18/2025
Appriss Holdings, Inc.
5/3/2021
AQ Software Corporation
12/10/2021
AQ Software Corporation
4/14/2022
AQ Software Corporation
12/29/2022
ARL Holdings, LLC
5/3/2019
Athena Parent Holdings, L.P.
1/28/2026
AXH Air Coolers
10/31/2023
Bain Capital Senior Loan Program, LLC
12/27/2021
BCC CPK investments 1, LLC
12/8/2025
BCC HGS Investments 1, LLC
10/21/2025
BCC Jetstream Holdings Aviation (Off I), LLC
6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC
6/1/2017
BCC Trillium Foods Investments 1, LLC
5/13/2025
BCSF Project Aberdeen, LLC
7/3/2024
BCSF ServiceMaster Investments, LLC
8/8/2025
Brook Bidco
7/8/2021
BTX Precision
7/25/2024
CB Titan Holdings, Inc.
5/1/2017
Chartbeat
10/4/2024
City BBQ
9/4/2024
Cloud Technology Solutions (CTS)
12/15/2022
Congress Wealth
6/30/2023
Darcy Partners
6/1/2022
DTIQ
9/30/2024
DTIQ
9/15/2025
Eagle Rock Capital Corporation
12/9/2021
East BCC Coinvest II, LLC
7/23/2019
EHE Health
8/7/2024
Electronic Merchant Systems
7/12/2024
Elevation NewCo Intermediate, LLC
8/1/2025
Elevator Holdco Inc.
12/23/2019
Eleven Software
3/20/2024
Eleven Software
4/25/2022
Elk
11/1/2019
Endurance Holdco Limited
11/14/2025
FCG Acquisitions, Inc.
1/24/2019
Fineline Technologies, Inc.
2/22/2021
26
Investment
Acquisition Date
Forward Slope
3/15/2024
Galeria
8/1/2024
Gills Point S
12/18/2025
Gills Point S
5/17/2023
Grammer Investment Holdings LLC
10/1/2018
HealthDrive
8/18/2023
HG Insights, Inc.
6/16/2025
Hollywood LP
4/16/2025
Hultec
3/31/2023
iBanFirst
7/13/2021
Insigneo Financial Group LLC
8/1/2022
International Senior Loan Program, LLC
2/22/2021
Legacy Corporate Lending HoldCo, LLC
4/21/2023
LEP CP Co-Invest, L.P.
4/16/2025
LEP SAL Co-Invest, L.P.
11/14/2025
Lightning Holdings B, LLC
1/2/2020
masLabor
7/1/2021
MZR Aggregator
12/22/2020
MZR Aggregator
9/17/2024
Odyssey Behavioral Health
11/21/2024
Opus2
6/16/2021
Parcel2Go
11/26/2024
PayRange
10/31/2024
PPT Group
2/28/2025
PPX
7/29/2021
Precision Ultimate Holdings, LLC
11/6/2019
Precision Ultimate Holdings, LLC
10/7/2024
Pure Wafer
11/12/2024
REP Coinvest III- A Omni, L.P.
2/5/2021
Robinson Helicopter
6/30/2022
Rydoo
9/26/2024
SensorTower
3/15/2024
Service Master
8/16/2021
Service Master
7/15/2021
Sikich
5/6/2024
SoftCo
3/1/2024
Spindrift
2/19/2025
SRP Parent Inc.
3/27/2026
Superna Inc.
3/8/2022
Taoglas
2/28/2023
Taoglas
6/27/2024
Thrasio, LLC
6/18/2024
Titan Cloud Software, Inc
11/4/2022
TLC Holdco LP
10/11/2019
Utimaco
6/28/2022
Ventiv Holdco, Inc.
9/3/2019
Voltaire Topco Limited
8/28/2025
WSP
8/31/2021
WSP
5/20/2024
(26)
Denotes that all or a portion of the investment includes PIK income during the period.
(27)
Tick mark not used.
(28)
Tick mark not used.
27
(29)
Assets or a portion thereof are pledged as collateral for the 2019-1 Issuer. See “Note 6. Debt.”
(30)
Cash equivalents include$11,695 of restricted cash.
(31)
Loan includes interest rate floor of 2.00%.
(32)
Loan includes interest rate floor of 1.50%.
(33)
Loan includes interest rate floor of 3.00%.
(34)
£1,027 of the total par amount for this security is at EURIBOR + 6.25%.
(35)
$565 of the total par amount for this security is at P+ 4.00%.
(36)
AUD 553 of the total par amount for this security is at BBSY+ 5.00%.
See Notes to Consolidated Financial Statements
28
Bain Capital Specialty Finance, Inc.
Consolidated Schedule of Investments
As of December 31, 2025
(In thousands)
Interest
Maturity
Principal/
Market
% of
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares
Cost
Value
NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
ATS (15)(19)(29)
First Lien Senior Secured Loan
SOFR
5.75%
9.65
%
7/12/2029
$
4,938
4,890
4,938
ATS (3)(19)
First Lien Senior Secured Loan - Revolver
—
—
—
7/12/2029
$
—
—
—
Bridger Aerospace Group Holdings, Inc. (3)(15)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
6.00%
9.70
%
10/28/2030
$
287
273
273
Bridger Aerospace Group Holdings, Inc. (2)(3)(5)(19)
Goldman Sachs Financial Square Government Fund Institutional Share Class
Cash Equivalents
—
—
3.69
%
—
$
12,002
12,002
12,002
Goldman Sachs US Treasury Liquid Reserves Fund (30)
Cash Equivalents
—
—
3.70
%
—
$
26,812
26,812
26,812
Cash Equivalents Total
$
38,814
$
38,814
3.5
%
Investments and Cash Equivalents Total
$
2,541,481
$
2,547,255
228.0
%
Interest Rate Swap
Description
Hedged Items
Company Receives
Company Pays
Counterparty
Settlement Date
Notional Amount
Upfront Payments/Receipts
Unrealized Appreciation
Interest Rate Swap
March 2030 Notes
5.95%
SOFR + 1.90%
Wells Fargo
3/15/2030
$
350,000
$
-
$
7,976
46
Forward Foreign Currency Exchange Contracts
Unrealized
Currency Purchased
Currency Sold
Counterparty
Settlement Date
Appreciation(8)
US DOLLARS 148
EURO 0
Wells Fargo
1/9/2026
$
(503
)
US DOLLARS 7,650
EURO 7,225
Bank of New York Mellon
1/28/2026
(847
)
US DOLLARS 1,388
POUND STERLING 1,118
Bank of New York Mellon
1/30/2026
(116
)
US DOLLARS 1,922
POUND STERLING 1,480
Bank of New York Mellon
3/20/2026
(69
)
US DOLLARS 1,060
EURO 1,820
Bank of New York Mellon
3/27/2026
(1,086
)
US DOLLARS 9,445
EURO 8,610
BNP Paribas
3/30/2026
(710
)
US DOLLARS 1,034
POUND STERLING 0
BNP Paribas
4/10/2026
(1,038
)
US DOLLARS 3,130
POUND STERLING 2,410
US Bank
4/14/2026
(111
)
US DOLLARS 19,307
EURO 16,810
US Bank
5/12/2026
(556
)
US DOLLARS 13,483
POUND STERLING 10,160
US Bank
5/14/2026
(179
)
US DOLLARS 1,167
EURO 0
Wells Fargo
5/19/2026
(1,168
)
US DOLLARS 58
POUND STERLING 55
Bank of New York Mellon
6/8/2026
(16
)
US DOLLARS 819
EURO 700
Bank of New York Mellon
6/8/2026
(9
)
US DOLLARS 5,137
EURO 4,400
Bank of New York Mellon
6/9/2026
(69
)
US DOLLARS 2,760
EURO 2,360
Bank of New York Mellon
6/10/2026
(32
)
US DOLLARS 290
NEW ZEALAND DOLLAR 725
Bank of New York Mellon
6/15/2026
(129
)
US DOLLARS 3,959
POUND STERLING 2,915
Bank of New York Mellon
6/17/2026
40
US DOLLARS 7,661
POUND STERLING 5,690
Bank of New York Mellon
6/25/2026
10
US DOLLARS 2,451
POUND STERLING 1,810
US Bank
6/25/2026
18
US DOLLARS 2,451
AUSTRALIAN DOLLARS 3,739
Bank of New York Mellon
7/16/2026
(40
)
US DOLLARS 8,665
POUND STERLING 6,450
Wells Fargo
7/16/2026
(6
)
US DOLLARS 4,375
EURO 3,680
Wells Fargo
7/16/2026
15
US DOLLARS 3,206
AUSTRALIAN DOLLARS 4,900
US Bank
7/31/2026
(57
)
US DOLLARS 5,343
POUND STERLING 4,007
BNP Paribas
7/31/2026
(43
)
US DOLLARS 11,061
EURO 9,445
BNP Paribas
7/31/2026
(136
)
US DOLLARS 5,895
EURO 4,980
Wells Fargo
8/13/2026
(11
)
US DOLLARS 3,248
AUSTRALIAN DOLLARS 5,195
Bank of New York Mellon
8/20/2026
(210
)
US DOLLARS 999
EURO 0
Bank of New York Mellon
8/20/2026
(999
)
US DOLLARS 5,570
EURO 4,860
Wells Fargo
8/20/2026
(195
)
US DOLLARS 952
CANADIAN DOLLAR 1,310
Bank of New York Mellon
8/20/2026
(12
)
US DOLLARS 7,111
POUND STERLING 5,620
Bank of New York Mellon
8/27/2026
(443
)
US DOLLARS 5,359
AUSTRALIAN DOLLARS 8,060
Bank of New York Mellon
9/16/2026
(4
)
US DOLLARS 7,171
POUND STERLING 5,316
US Bank
9/24/2026
27
US DOLLARS 3,473
POUND STERLING 2,590
US Bank
10/2/2026
(7
)
US DOLLARS 3,170
EURO 2,700
US Bank
10/2/2026
(38
)
US DOLLARS 16,837
EURO 14,100
Bank of New York Mellon
10/2/2026
84
US DOLLARS 1,083
POUND STERLING 800
Wells Fargo
10/26/2026
8
US DOLLARS 5,756
POUND STERLING 4,380
US Bank
11/10/2026
(129
)
US DOLLARS 1,648
EURO 1,400
Wells Fargo
11/20/2026
(18
)
US DOLLARS 4,355
POUND STERLING 3,350
Bank of New York Mellon
11/25/2026
(145
)
US DOLLARS 983
EURO 830
US Bank
12/7/2026
(5
)
US DOLLARS 2,278
EURO 2,000
Bank of New York Mellon
10/28/2027
(127
)
$
(9,061
)
(1)
The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Bank Bill Benchmark Rate (“BKBM”), the Canadian Overnight Repo Rate Average (“CORRA”), the Bank Bill Swap Bid Rate (“BBSY”), the Prime Rate (“Prime” or “P”), the Sterling Overnight Index Average (“SONIA”) or Secured Overnight Financing rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may provide for Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over EURIBOR, BKBM, CORRA, BBSY, SONIA, SOFR, or Prime and the current weighted average interest rate in effect at December 31, 2025. Certain investments are subject to a EURIBOR, BKBM, CORRA, BBSY, SONIA, SOFR or Prime interest rate floor.
(2)
The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.
(3)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.
(4)
Percentages are based on the Company’s net assets of $1,117,410 as of December 31, 2025.
(5)
The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)
The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2025, non-qualifying assets totaled 29.53% of the Company’s total assets.
(7)
Loan was on non-accrual status as of December 31, 2025.
47
(8)
Unrealized appreciation on forward currency exchange contracts.
(9)
The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian Krone, AUD represents Australian Dollar, CAD represents Canadian Dollar and NZ$ represents New Zealand Dollar.
(10)
As defined in the 1940 Act, the portfolio company is deemed to be an “affiliated person” of the Company as the Company owns 5% or more of the portfolio company’s outstanding voting securities.
(11)
As defined in the 1940 Act, the Company is deemed to “control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.
(12)
Tick mark not used.
(13)
Loan includes interest rate floor of 3.50%.
(14)
Non-income producing.
(15)
Loan includes interest rate floor of 1.00%.
(16)
Loan includes interest rate floor of 0.75%.
(17)
Loan includes interest rate floor of 0.50%.
(18)
Loan includes interest rate floor of 0.00%.
(19)
Security valued using unobservable inputs (Level 3).
(20)
The Company holds a controlling, affiliate interest in an aircraft-owning special purpose vehicle through this investment.
(21)
Loan includes interest rate floor of 0.25%.
(22)
$464 of the total par amount for this security is at P+ 5.50%.
(23)
Tick mark not used.
(24)
Loan includes interest rate floor of 1.25%.
(25)
Security exempt from registration under the Securities Act of 1933 (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 $435,349 or 38.96% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
48
Investment
Acquisition Date
ACAMS
3/10/2022
ADT Pizza, LLC
10/29/2018
Advanced Aircrew
7/26/2024
AGS American Services Investments, L.P.
7/24/2025
Ansett Aviation Training
3/24/2022
Apollo Intelligence
6/1/2022
Applitools
7/18/2025
Appriss Holdings, Inc.
5/3/2021
AQ Software Corporation
12/10/2021
AQ Software Corporation
4/14/2022
AQ Software Corporation
12/29/2022
ARL Holdings, LLC
5/3/2019
AXH Air Coolers
10/31/2023
Bain Capital Senior Loan Program, LLC
12/27/2021
BCC CPK investments 1, LLC
12/8/2025
BCC HGS Investments 1, LLC
10/21/2025
BCC Jetstream Holdings Aviation (Off I), LLC
6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC
6/1/2017
BCC Trillium Foods Investments 1, LLC
5/13/2025
BCSF Project Aberdeen, LLC
7/3/2024
BCSF ServiceMaster Investments, LLC
8/8/2025
Brook Bidco
7/8/2021
BTX Precision
7/25/2024
CB Titan Holdings, Inc.
5/1/2017
Chartbeat
10/4/2024
City BBQ
9/4/2024
Cloud Technology Solutions (CTS)
12/15/2022
Darcy Partners
6/1/2022
DTIQ
9/15/2025
DTIQ
9/30/2024
Eagle Rock Capital Corporation
12/9/2021
East BCC Coinvest II, LLC
7/23/2019
EHE Health
8/7/2024
Electronic Merchant Systems
7/12/2024
Elevation NewCo Intermediate, LLC
8/1/2025
Elevator Holdco Inc.
12/23/2019
Eleven Software
3/20/2024
Eleven Software
4/25/2022
Elk
11/1/2019
Endurance Holdco Limited
11/14/2025
FCG Acquisitions, Inc.
1/24/2019
Fineline Technologies, Inc.
2/22/2021
Forward Slope
3/15/2024
Gale Aviation (Offshore) Co
1/2/2019
Galeria
8/1/2024
Gills Point S
5/17/2023
Gills Point S
12/18/2025
Grammer Investment Holdings LLC
10/1/2018
HealthDrive
8/18/2023
49
Investment
Acquisition Date
HG Insights, Inc.
6/16/2025
Hollywood LP
4/16/2025
Hultec
3/31/2023
iBanFirst Facility
7/13/2021
Insigneo Financial Group LLC
8/1/2022
International Senior Loan Program, LLC
2/22/2021
Legacy Corporate Lending HoldCo, LLC
4/21/2023
LEP CP Co-Invest, L.P.
4/16/2025
LEP SAL Co-Invest, L.P.
11/14/2025
Lightning Holdings B, LLC
1/2/2020
masLabor
7/1/2021
MZR Aggregator
9/17/2024
MZR Aggregator
12/22/2020
Odyssey Behavioral Health
11/21/2024
Opus2
6/16/2021
Parcel2Go
11/26/2024
PayRange
10/31/2024
PPT Group
2/28/2025
PPX
7/29/2021
Precision Ultimate Holdings, LLC
10/7/2024
Precision Ultimate Holdings, LLC
11/6/2019
Pure Wafer
11/12/2024
REP Coinvest III- A Omni, L.P.
2/5/2021
Robinson Helicopter
6/30/2022
Rydoo
9/26/2024
SensorTower
3/15/2024
Service Master
7/15/2021
Service Master
8/16/2021
Sikich
5/6/2024
SoftCo
3/1/2024
Spindrift
2/19/2025
Superna Inc.
3/8/2022
Taoglas
6/27/2024
Taoglas
2/28/2023
Thrasio, LLC
6/18/2024
Titan Cloud Software, Inc
11/4/2022
TLC Holdco LP
10/11/2019
Utimaco
6/28/2022
Ventiv Holdco, Inc.
9/3/2019
Voltaire Topco Limited
8/28/2025
WSP
5/20/2024
WSP
8/31/2021
(26)
Denotes that all or a portion of the investment includes PIK income during the period.
(27)
Tick mark not used.
(28)
Tick mark not used.
(29)
Assets or a portion thereof are pledged as collateral for the 2019‑1 Issuer. See “Note 6. Debt.”
(30)
Cash equivalents include $26,809 of restricted cash.
(31)
Loan includes interest rate floor of 2.00%.
(32)
Loan includes interest rate floor of 1.50%.
(33)
Loan includes interest rate floor of 3.00%.
(34)
£1,027 of the total par amount for this security is at EURIBOR + 6.25%.
See Notes to Consolidated Financial Statements
50
BAIN CAPITAL SPECIALTY FINANCE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data)
(Unaudited)
Note 1. Organization
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by BCSF Advisors, LP (the “Advisor”), our investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator”).
On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
The Company’s primary focus is capitalizing on opportunities within Bain Capital Credit’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its investors by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company may, from time to time, invest in larger or smaller companies. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender (including “unitranche” loans, which are loans that combine both senior and mezzanine debt). The Company generally seeks to retain effective voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities, including common and preferred equity and in secondary purchases of assets or portfolios on an opportunistic basis, but such investments are not the principal focus of the Company’s investment strategy. The Company may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.
The Company’s operations are comprised of a single operating and reportable business segment, asset management. The Chief Operating Decision Maker (the “CODM”) consists of the Company’s Chief Executive Officer and Chief Financial Officer, as these are the individuals responsible for determining the Company’s investment strategy, capital allocation, expense structure, launch and dissolution and entering into significant contracts on behalf of the Company. The CODM uses key metrics to determine how to allocate resources and in determining the amount of dividends to be distributed to the Company's stockholders. Key metrics include, but are not limited to, net investment income and net increase in net assets resulting from operations that are reported on the Consolidated Statements of Operations, Financial Highlights reported in Note 11, underlying investment cost and market value as disclosed on the consolidated schedule of investments and expected yield relative to the risk of the individual assets as disclosed in the composition of the investment portfolio and associated yield table. As the Company's operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). The functional currency of the Company is U.S. dollars and these Consolidated Financial Statements have been prepared
51
in that currency. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
Basis of Consolidation
The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, BCSF II C, BCSF CFSH, LLC, BCSF CFS, LLC and BCC Middle Market CLO 2019‑1, LLC in its Consolidated Financial Statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the Consolidated Financial Statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the Consolidated Statements of Assets and Liabilities as investments at fair value.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with US GAAP requires the Company 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 and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Valuation of Portfolio Investments
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Company's Board of Directors (the “Board”). The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in its valuation. 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 a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:
•
The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment; in conjunction with the Company’s portfolio management and valuation team.
•
Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;
52
•
Generally, investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and
•
The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.
In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their concluded ranges.
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
•
Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.
•
Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•
Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.
A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.
Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.
The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.
Securities Transactions, Revenue Recognition and Expenses
The Company records its investment transactions on a trade date basis. 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, using the specific identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance
53
committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status.
Dividend income on preferred equity investments is recorded on an 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 investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. For the three months ended March 31, 2026 and 2025, the Company recorded $6.6 millionand $6.5 million, respectively, of dividend income, of which, $0.6 million and$0.1 million, respectively, related to PIK dividends.
Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.
Expenses are recorded on an accrual basis.
Non-Accrual Loans
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of March 31, 2026, there wereeleven loans from six issuers on non-accrual. As of December 31, 2025, there were twelve loans from six issuers on non-accrual.
Distributions
Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with US GAAP. The Company may pay distributions to its stockholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.
The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax and pay a 4% tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended March 31, 2026 and 2025, we recorded an expense of $0.9 million and $1.1 million, respectively for U.S. federal excise tax.
The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
54
The Company distributes 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, the Company 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 stockholders.
Dividend Reinvestment Plan
The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. 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.
Offering Costs
Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, legal, printing and other costs associated with the preparation and filing of applicable registration statements. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.
Cash, Restricted Cash, and Cash Equivalents
Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.
Foreign Currency Translation
The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation on foreign currency translation on the Consolidated Statements of Operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the Consolidated Statements of Operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation on investments, respectively, on the Consolidated Statements of Operations.
Forward Currency Exchange Contracts
The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting for its forward currency exchange contracts and as such the Company recognizes the value of its derivatives at fair value on the Consolidated Statements of Assets and Liabilities with changes in the net unrealized appreciation on forward currency exchange contracts recorded on the Consolidated Statements of Operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation on forward currency exchange contracts is recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on derivatives on the Consolidated Statements of Assets and Liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.
Changes in net unrealized appreciation are recorded on the Consolidated Statements of Operations in net change in unrealized appreciation on forward currency exchange contracts. Net realized gains and losses are recorded on the Consolidated Statements of Operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was
55
opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.
Interest Rate Swaps
The Company uses interest rate swaps to hedge some of the Company’s fixed rate debt. The Company has designated each interest rate swap held as the hedging instrument in an effective hedge accounting relationship, and therefore the periodic payments and receipts are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in collateral on derivatives and collateral payable on derivatives on the Company’s Consolidated Statements of Assets and Liabilities. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt and Note 7. Derivatives” for additional detail.
Deferred Financing Costs and Debt Issuance Costs
The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the Consolidated Statements of Assets and Liabilities. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC Topic 470‑50, Modification and Extinguishments. For modifications to or exchanges of our revolving debt obligations, any unamortized deferred financing costs related to lenders who are not part of the new lending group are expensed. For extinguishments of our term debt obligations, any unamortized debt issuance costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
Income Taxes
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the Consolidated Financial Statements of the Company.
The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all U.S. federal income taxes. Accordingly, no provision for U.S. federal income taxes is required in the Consolidated Financial Statements. For U.S. federal income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through March 31, 2026 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2026. The character of income and gains that the Company distributes is determined in accordance with U.S. federal income tax regulations that may differ from US GAAP. BCSF CFSH, LLC, BCSF CFS, LLC, and BCC Middle Market CLO 2019‑1, LLC are disregarded entities for U.S. federal income tax purposes and are consolidated with the tax return of the Company.
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 reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, 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. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of March 31, 2026, the tax years that remain subject to examination are from 2023 forward.
56
Recent Accounting Pronouncements
The Company’s management has evaluated recently issued accounting standards through May 11, 2026, the issuance date of the Consolidated Financial Statements, and noted that no recent accounting pronouncements will have a material impact on the Consolidated Financial Statements of the Company except for what is noted below:
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 are permitted. The Company is currently assessing the impact of this guidance.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements (“ASU 2025-11”), which improves the navigability of required interim disclosures and clarifies when that guidance is applicable. Additionally, ASU 2025-11 provides additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption 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. Investments
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of March 31, 2026 (with corresponding percentage of total portfolio investments):
As of March 31, 2026
Amortized Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
First Lien Senior Secured Loan
$
1,671,244
67.2
%
$
1,631,124
66.0
%
Second Lien Senior Secured Loan
29,846
1.2
30,069
1.2
Subordinated Debt
88,992
3.6
81,721
3.3
Preferred Equity
126,322
5.1
165,100
6.7
Equity Interest
130,526
5.3
167,325
6.8
Warrants
—
—
768
0.0
Subordinated Notes in Investment Vehicles (1)
369,709
14.9
357,639
14.5
Preferred Equity Interest in Investment Vehicles (1)
10
0.0
1,836
0.1
Equity Interests in Investment Vehicles (1)
66,209
2.7
35,216
1.4
Total
$
2,482,858
100.0
%
$
2,470,798
100.0
%
(1)
Represents debt and equity investment in ISLP and SLP.
57
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2025 (with corresponding percentage of total portfolio investments):
As of December 31, 2025
Amortized Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
First Lien Senior Secured Loans
$
1,625,569
64.9
%
$
1,598,731
63.8
%
Second Lien Senior Secured Loans
29,819
1.2
30,020
1.2
Subordinated Debt
99,272
4.0
95,687
3.8
Preferred Equity
121,965
4.9
157,244
6.3
Equity Interests
199,100
8.0
226,663
9.0
Warrants
—
0.0
1,045
0.0
Subordinated Notes in Investment Vehicles (1)
360,724
14.4
348,654
13.9
Preferred Equity Interest in Investment Vehicles (1)
10
0.0
1,836
0.1
Equity Interests in Investment Vehicles (1)
66,208
2.6
48,561
1.9
Total
$
2,502,667
100.0
%
$
2,508,441
100.0
%
(1)
Represents debt and equity investment in ISLP and SLP.
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of March 31, 2026 (with corresponding percentage of total portfolio investments):
As of March 31, 2026
Amortized Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
USA
$
2,235,249
90.1
%
$
2,178,973
88.3
%
United Kingdom
58,325
2.4
59,437
2.4
Belgium
32,431
1.3
53,697
2.2
Cayman Islands
33,292
1.3
49,616
2.0
Canada
35,398
1.4
36,741
1.5
Australia
7,346
0.3
22,482
0.9
Luxembourg
21,375
0.9
22,308
0.9
Germany
21,004
0.8
13,502
0.5
Ireland
16,929
0.7
12,462
0.5
Jersey
6,576
0.3
6,580
0.3
Guernsey
5,867
0.2
5,830
0.2
Netherlands
4,480
0.2
4,537
0.2
France
3,447
0.1
3,514
0.1
Bermuda
752
0.0
751
0.0
New Zealand
387
0.0
368
0.0
Total
$
2,482,858
100.0
%
$
2,470,798
100.0
%
58
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2025 (with corresponding percentage of total portfolio investments):
As of December 31, 2025
Amortized Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
USA
$
2,196,416
87.8
%
$
2,159,520
86.0
%
Cayman Islands
100,047
4.0
106,554
4.1
United Kingdom
55,273
2.2
58,396
2.3
Belgium
31,971
1.3
54,971
2.2
Canada
35,522
1.4
36,714
1.5
Luxembourg
20,836
0.8
22,312
0.9
Australia
5,534
0.2
20,114
0.8
Germany
20,482
0.8
16,371
0.7
Ireland
14,534
0.6
10,380
0.4
Italy
6,112
0.2
6,715
0.3
Jersey
6,343
0.3
6,460
0.3
France
3,802
0.2
3,932
0.2
Guernsey
3,753
0.1
3,832
0.2
Netherlands
1,678
0.1
1,826
0.1
New Zealand
364
0.0
344
0.0
Total
$
2,502,667
100.0
%
$
2,508,441
100.0
%
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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of March 31, 2026 (with corresponding percentage of total portfolio investments):
As of March 31, 2026
Amortized Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
Investment Vehicles (2)
$
435,928
17.7
%
$
394,691
16.1
%
High Tech Industries
254,788
10.4
265,783
10.9
Services: Business
228,103
9.2
248,936
10.1
Healthcare & Pharmaceuticals
216,073
8.7
211,199
8.5
Aerospace & Defense
165,044
6.6
173,680
7.0
FIRE: Finance (1)
114,379
4.6
133,385
5.4
Beverage, Food & Tobacco
132,041
5.3
130,146
5.3
Transportation: Cargo
100,320
4.0
111,437
4.5
Environmental Industries
99,000
4.0
99,008
4.0
Automotive
102,659
4.1
94,680
3.8
Construction & Building
85,329
3.4
86,448
3.5
Consumer Goods: Non-Durable
71,132
2.9
67,906
2.7
Services: Consumer
65,128
2.6
62,701
2.5
Telecommunications
55,713
2.2
55,175
2.2
Capital Equipment
38,117
1.5
48,225
2.0
Chemicals, Plastics & Rubber
47,896
1.9
46,585
1.9
Consumer Goods: Durable
41,170
1.7
39,901
1.6
FIRE: Insurance (1)
35,006
1.4
35,104
1.4
Hotel, Gaming & Leisure
32,611
1.3
32,923
1.3
Transportation: Consumer
31,539
1.3
31,849
1.3
Media: Diversified & Production
36,877
1.5
28,832
1.2
Wholesale
37,762
1.5
23,396
0.9
Retail
26,460
1.1
19,180
0.8
Containers, Packaging & Glass
9,680
0.4
9,769
0.4
Utilities: Electric
8,009
0.3
7,946
0.3
Media: Advertising, Printing & Publishing
4,673
0.2
4,277
0.2
Utilities: Water
3,056
0.1
3,080
0.1
Media: Broadcasting & Subscription
2,879
0.1
2,927
0.1
FIRE: Real Estate(1)
779
0.0
864
0.0
Metals & Mining
707
0.0
765
0.0
Total
$
2,482,858
100.0
%
$
2,470,798
100.0
%
(1)
Finance, Insurance, and Real Estate (“FIRE”).
(2)
Represents debt and equity investment in ISLP and SLP.
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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2025 (with corresponding percentage of total portfolio investments):
As of December 31, 2025
Amortized Cost
Percentage of Total Portfolio
Fair Value
Percentage of Total Portfolio
Investment Vehicles (2)
$
426,942
17.1
%
$
399,051
15.9
%
High Tech Industries
250,660
10.0
271,004
10.8
Services: Business
228,836
9.1
253,954
10.1
Aerospace & Defense
237,633
9.5
235,307
9.4
Healthcare & Pharmaceuticals
213,870
8.5
210,063
8.4
Beverage, Food & Tobacco
116,454
4.7
115,105
4.6
FIRE: Finance (1)
101,357
4.0
114,894
4.6
Transportation: Cargo
96,830
3.9
108,504
4.3
Automotive
111,100
4.4
105,969
4.2
Environmental Industries
85,843
3.4
87,491
3.5
Construction & Building
76,871
3.1
77,815
3.1
Consumer Goods: Non-Durable
70,788
2.8
67,550
2.7
Services: Consumer
64,981
2.6
62,729
2.5
Capital Equipment
49,524
2.0
56,654
2.3
Telecommunications
54,768
2.2
54,019
2.2
Consumer Goods: Durable
53,098
2.1
51,259
2.0
Chemicals, Plastics & Rubber
48,895
2.0
47,767
1.9
FIRE: Insurance (1)
30,653
1.2
30,829
1.2
Media: Diversified & Production
34,714
1.4
29,461
1.2
Transportation: Consumer
25,839
1.0
26,118
1.0
Hotel, Gaming & Leisure
24,284
1.0
24,708
1.0
Wholesale
29,346
1.2
24,546
1.0
Retail
26,314
1.1
17,613
0.7
Containers, Packaging & Glass
9,079
0.4
9,182
0.4
Metals & Mining
9,184
0.4
9,158
0.4
Utilities: Electric
8,023
0.3
8,020
0.3
Media: Broadcasting & Subscription
2,876
0.1
2,954
0.1
Media: Advertising, Printing & Publishing
3,090
0.1
2,857
0.1
Utilities: Water
2,731
0.1
2,757
0.1
Consumer goods: Wholesale
8,084
0.3
1,103
0.0
Total
$
2,502,667
100.0
%
$
2,508,441
100.0
%
(1)
Finance, Insurance, and Real Estate (“FIRE”).
(2)
Represents debt and equity investment in ISLP and SLP.
Unconsolidated Significant Subsidiary
The following unconsolidated subsidiaries are considered significant subsidiaries under SEC Regulation S-X Rule 10-01(b)(1) and Regulation S-X Rule 4-08(g) as of March 31, 2026. Accordingly, summarized, comparative financial information is presented below for the unconsolidated significant subsidiaries: the International Senior Loan Program, LLC (“ISLP”), Bain Capital Senior Loan Program, LLC (“SLP”), and Legacy Corporate Lending HoldCo, LLC (“Legacy Corporate Lending”).
International Senior Loan Program, LLC
On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $46.1 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. On December 14, 2023, the Company
61
and Pantheon entered into the second amendment to the amended and restated limited liability company agreement which, among other things, increased capital commitments and changed the proportionate share ownership. The Company and Pantheon agreed to contribute an additional $5.0 million and $45.3 million, respectively, which resulted in new ownership stakes of 64.0% and 36.0%, respectively. As of March 31, 2026, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $31.6 million. As of December 31, 2025, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $43.6 million.
As of March 31, 2026, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of March 31, 2026, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions.
As of December 31, 2025, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and had $0.0 million in unfunded capital contributions. As of December 31, 2025, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and had $0.0 million in unfunded capital contributions.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company has sold $1,192.7 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.
The Company has determined that ISLP is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members. The Company measures the fair value of ISLP in accordance with ASC 820, using the net asset value (or its equivalent) as a practical expedient. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
As of March 31, 2026, ISLP had $711.9 million in debt and equity investments, at fair value. As of December 31, 2025, ISLP had $733.1 million in debt and equity investments, at fair value.
Additionally, on February 9, 2021, ISLP, through a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan (the “ISLP Credit Facility Tranche A”).
On February 4, 2022, ISLP entered into the second amended and restated credit agreement, which among other things formed an additional tranche (“ISLP Credit Facility Tranche B” and collectively with ISLP Credit Facility Tranche A, the “ISLP Credit Facilities”) with an initial financing limit of $50.0 million on May 31, 2022, and $200.0 million on August 31, 2022, bringing the total facility size to $500.0 million.
On June 30, 2023, ISLP entered into the third amendment and restated credit agreement, which among other things, replaced LIBOR with Term SOFR and consolidated Tranche A and Tranche B, with a size of $500.0 million.
On September 11, 2023, ISLP entered into the fourth amended and restated credit agreement, which among other things, extended the maturity to February 9, 2027, modified concentration limitations and changed the interest rate to SOFR (or an alternative risk-free interest rate index) plus 246 basis points.
On June 24, 2025, the ISLP Credit Facility Tranche A and ISLP Credit Facility Tranche B were terminated.
On June 24, 2025, ISLP, through a wholly-owned subsidiary, entered into a €375.0 million senior secured revolving credit facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 195 basis points with Deutsche Bank (the “ISLP Credit Facility”). The maturity date of the ISLP Credit Facility is June 24, 2030.
62
As of March 31, 2026, the ISLP Credit Facility had $372.5 million of outstanding debt under the credit facility. As of December 31, 2025 the ISLP Credit Facility had $381.4 million of outstanding debt under the credit facility. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and year ended December 31, 2025 were 5.1% and 5.8%, respectively.
Below is a summary of ISLP’s portfolio at fair value:
As of
As of
March 31, 2026
December 31, 2025
Total investments
$
711,887
$
733,104
Weighted average yield on investments
9.6
%
9.6
%
Number of borrowers in ISLP
40
40
Largest portfolio company investment
$
53,627
$
52,026
Total of five largest portfolio company investments
$
201,632
$
200,518
Unfunded commitments
$
877
$
1,344
63
Below is a listing of ISLP’s individual investments as of March 31, 2026:
International Senior Loan Program, LLC
Consolidated Schedule of Investments
As of March 31, 2026
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (14)(19)
Equity Interest
—
—
—
—
10,238
7,115
37,750
Aerospace & Defense Total
$
7,115
$
37,750
83.8
%
Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (18)(19)
First Lien Senior Secured Loan
BBSY
7.00%
11.11
%
4/30/2026
AUD
9,730
7,153
6,665
TGI Sport Bidco Pty Ltd (17)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
7.11
%
10.78
%
4/30/2026
AUD
4,081
2,568
2,796
Media: Advertising, Printing & Publishing Total
$
9,721
$
9,461
21.0
%
Australian Dollar Total
$
16,836
$
47,211
104.8
%
British Pound
Capital Equipment
Goodfellow (15)(19)
First Lien Senior Secured Loan - Delayed Draw
SONIA
5.25%
8.98
%
2/10/2032
£
1,564
2,121
2,042
Capital Equipment Total
$
2,121
$
2,042
4.5
%
Environmental Industries
Reconomy (18)(19)
First Lien Senior Secured Loan
SONIA
6.50%
10.23
%
7/12/2029
£
6,050
7,045
7,980
Reconomy (18)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
6.25
%
8.38
%
7/12/2029
£
6,578
8,094
8,628
Reconomy (18)(19)
First Lien Senior Secured Loan - Revolver
SOFR
6.50
%
10.20
%
7/12/2029
£
6,578
8,450
8,431
Environmental Industries Total
$
23,589
$
25,039
55.6
%
FIRE: Finance
Avalon Bidco Limited (15)(19)
First Lien Senior Secured Loan
SONIA
6.25%
9.99
%
4/16/2032
£
12,058
16,247
15,705
Parmenion (18)(19)
First Lien Senior Secured Loan
SONIA
5.50%
9.31
%
5/23/2029
£
29,070
35,444
38,343
FIRE: Finance Total
$
51,691
$
54,048
120.0
%
FIRE: Insurance
Margaux UK Finance Limited (16)(19)
First Lien Senior Secured Loan
SONIA
4.75
%
8.60
%
12/19/2027
£
7,221
9,122
9,524
FIRE: Insurance Total
$
9,122
$
9,524
21.1
%
64
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
British Pound
High Tech Industries
Access (18)(19)
First Lien Senior Secured Loan
SONIA
5.25%
8.98
%
6/28/2029
£
7,880
9,137
10,394
Access (18)(19)
First Lien Senior Secured Loan
SONIA
5.25
%
8.98
%
6/28/2029
£
9,764
11,887
12,879
Cloud Technology Solutions (CTS) (15)(19)(26)
First Lien Senior Secured Loan
SONIA
2.53% (5.47% PIK)
11.73
%
1/3/2030
£
10,267
13,043
13,542
High Tech Industries Total
$
34,067
$
36,815
81.7
%
Media: Advertising, Printing & Publishing
OGH Bidco Limited (18)(19)
First Lien Senior Secured Loan
SOFR
6.50
%
10.16
%
9/2/2029
£
5,172
6,068
5,659
OGH Bidco Limited (18)(19)
First Lien Senior Secured Loan
SONIA
6.50%
10.23
%
6/29/2029
£
13,160
15,257
16,317
TGI Sport Bidco Pty Ltd (17)(19)
First Lien Senior Secured Loan - Delayed Draw
SONIA
6.03%
9.79
%
6/24/2029
£
6,700
8,636
8,837
Media: Advertising, Printing & Publishing Total
$
29,961
$
30,813
68.4
%
Services: Business
Beneficium (15)(19)
First Lien Senior Secured Loan
SONIA
5.50
%
9.23
%
6/28/2031
£
7,497
9,736
9,690
Brook Bidco (18)(19)(26)
First Lien Senior Secured Loan
SONIA
1.80% (5.48% PIK)
11.00
%
7/10/2028
£
29,530
39,734
35,054
Datix Bidco Limited (17)(19)
First Lien Senior Secured Loan
SONIA
5.00
%
8.82
%
4/30/2031
£
8,160
10,517
10,763
Brook Bidco (16)(19)(26)
First Lien Senior Secured Loan
SOFR
1.98% (6.12% PIK)
11.78
%
7/10/2028
£
6,543
8,620
7,757
Brook Bidco (3)(16)(19)(26)
First Lien Senior Secured Loan
SOFR
1.98% (6.12% PIK)
11.77
%
7/10/2028
£
9,149
12,022
10,816
Opus2 (18)(19)
First Lien Senior Secured Loan
SONIA
5.28%
9.00
%
5/5/2028
£
12,151
16,582
16,028
Parcel2Go (18)(19)
First Lien Senior Secured Loan
SONIA
7.00%
10.73
%
11/26/2031
£
4,969
6,276
5,571
Parcel2Go (14)(19)
Preferred Equity
—
—
—
—
1,407,911
—
—
Parcel2Go (14)(19)
Equity Interest
—
—
—
—
5
—
—
TES Global (18)(19)
First Lien Senior Secured Loan - Delayed Draw
SONIA
5.00
%
8.73
%
1/27/2029
£
1,200
1,494
1,574
TES Global (18)(19)
First Lien Senior Secured Loan
SONIA
5.00
%
8.73
%
2/1/2029
£
14,364
17,704
18,946
Services: Business Total
$
122,685
$
116,199
258.1
%
Services: Consumer
SG Global Midco Limited (19)(26)
First Lien Senior Secured Loan
—
10.00% PIK
10.00
%
12/31/2028
£
215
285
283
Surrey Bidco Limited (7)(14)(18)(19)(26)
First Lien Senior Secured Loan
SONIA
6.28% PIK
10.00
%
12/31/2028
£
7,982
8,929
—
Voltaire Topco Limited (14)(19)
Equity Interest
—
—
—
—
43
—
—
Services: Consumer Total
$
9,214
$
283
0.6
%
British Pound Total
$
282,450
$
274,763
610.0
%
65
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
Canadian Dollar
Retail
New Look (Delaware) Corporation (15)(19)
First Lien Senior Secured Loan
CORRA
5.25
%
7.56
%
5/26/2028
CAD
17,828
14,628
12,777
New Look Vision Group (15)(19)
First Lien Senior Secured Loan - Delayed Draw
CORRA
5.25%
7.56
%
5/26/2028
CAD
1,159
894
831
New Look Vision Group (15)(19)
First Lien Senior Secured Loan - Delayed Draw
CORRA
5.25
%
7.56
%
5/26/2028
CAD
2,225
1,601
1,594
Retail Total
$
17,123
$
15,202
33.7
%
Canadian Dollar Total
$
17,123
$
15,202
33.7
%
European Currency
Capital Equipment
Goodfellow (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.25%
7.38
%
2/10/2032
€
5,450
6,335
6,218
Goodfellow (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.25%
7.38
%
2/10/2032
€
1,655
1,924
1,888
Capital Equipment Total
$
8,259
$
8,106
18.0
%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)(26)
First Lien Senior Secured Loan
EURIBOR
2.05% (3.70% PIK)
7.73
%
12/22/2027
€
9,059
9,210
9,761
Chemicals, Plastics & Rubber Total
$
9,210
$
9,761
21.7
%
Environmental Industries
Reconomy (18)(19)
First Lien Senior Secured Loan
EURIBOR
6.25%
8.38
%
7/12/2029
€
2,440
2,475
2,812
Environmental Industries Total
$
2,475
$
2,812
6.2
%
66
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
European Currency
FIRE: Insurance
MRHT (18)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.00%
7.16
%
5/17/2032
€
13,809
15,930
15,754
FIRE: Insurance Total
$
15,930
$
15,754
35.0
%
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
4.00% (3.00% PIK)
9.50
%
5/28/2028
€
13,556
16,435
14,997
Mertus 522. GmbH (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
4.00% (3.00% PIK)
9.12
%
5/28/2028
€
22,963
27,850
25,404
Nafinco (15)(19)
First Lien Senior Secured Loan
EURIBOR
5.25%
7.37
%
8/29/2031
€
8,000
8,429
9,127
Pharmathen (18)(19)(26)
First Lien Senior Secured Loan- Revolver
EURIBOR
7.18% PIK
9.30
%
1/19/2029
€
14,825
16,719
15,376
Pharmathen (18)(19)(26)
First Lien Senior Secured Loan- Revolver
EURIBOR
7.18% PIK
9.30
%
1/19/2029
€
2,696
2,648
2,796
Healthcare & Pharmaceuticals Total
$
72,081
$
67,700
150.3
%
High Tech Industries
New Gen Holding (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
3.00% (4.25% PIK)
9.75
%
5/28/2031
€
23,600
27,725
26,992
Onventis (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
7.25
%
9.29
%
1/14/2030
€
13,919
15,107
16,040
PlentyMarkets (18)(19)(26)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
2.80% (3.70% PIK)
8.45
%
4/2/2032
€
15,560
17,957
17,303
Utimaco (16)(19)
First Lien Senior Secured Loan
EURIBOR
5.50%
7.62
%
5/14/2029
€
6,005
6,097
6,920
High Tech Industries Total
$
66,886
$
67,255
149.3
%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)
First Lien Senior Secured Loan
EURIBOR
5.75
%
7.87
%
8/31/2028
€
2,619
2,951
3,003
Media: Broadcasting & Subscription Total
$
2,951
$
3,003
6.7
%
Media: Diversified & Production
Aptus 1724. Gmbh (7)(14)(19)(21)(26)
First Lien Senior Secured Loan
EURIBOR
7.00% PIK
9.07
%
3/3/2028
€
36,230
42,816
2,088
Media: Diversified & Production Total
$
42,816
$
2,088
4.6
%
Services: Business
iBanFirst (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
9.75% PIK
11.78
%
7/13/2028
€
16,475
18,598
18,986
Fiduciaire Jean-Marc Faber (FJMF) (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.50%
7.58
%
4/3/2032
€
7,904
9,106
9,063
Webcentral (18)(19)
First Lien Senior Secured Loan
EURIBOR
6.25
%
8.75
%
12/18/2030
€
3,423
3,786
3,944
Webcentral (3)(18)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
6.25
%
9.88
%
12/18/2030
€
3,123
3,590
3,567
Webcentral (18)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
6.25
%
9.88
%
12/18/2030
€
3,323
3,462
3,829
Services: Business Total
$
38,542
$
39,389
87.4
%
European Currency Total
$
259,150
$
215,868
479.2
%
Norwegian Krone
Services: Business
Spring Finco BV (18)(19)
First Lien Senior Secured Loan
NIBOR
5.00
%
8.99
%
7/15/2029
NOK
174,360
16,601
17,590
Services: Business Total
$
16,601
$
17,590
39.1
%
Norwegian Krone Total
$
16,601
$
17,590
39.1
%
67
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
U.S. Dollar
Automotive
Cardo (18)(19)
First Lien Senior Secured Loan
SOFR
5.25%
8.98
%
5/12/2028
$
9,653
9,622
9,653
Automotive Total
$
9,622
$
9,653
21.4
%
Capital Equipment
Goodfellow (15)(19)
First Lien Senior Secured Loan
SOFR
5.25%
8.95
%
2/10/2032
$
2,174
2,155
2,152
Capital Equipment Total
$
2,155
$
2,152
4.8
%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)(26)
First Lien Senior Secured Loan
SOFR
2.20% (3.70% PIK)
9.55
%
12/22/2027
$
23,016
23,016
21,750
Chemicals, Plastics & Rubber Total
$
23,016
$
21,750
48.3
%
Consumer Goods: Durable
Stanton Carpet (15)(19)
Second Lien Senior Secured Loan
SOFR
9.15%
12.80
%
3/31/2028
$
5,000
4,970
5,000
Consumer Goods: Durable Total
$
4,970
$
5,000
11.1
%
High Tech Industries
NearMap (15)(19)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
12/9/2029
$
23,050
22,924
23,050
Utimaco (16)(19)
First Lien Senior Secured Loan
SOFR
5.93%
9.65
%
5/14/2029
$
12,043
11,987
12,043
Utimaco (16)(19)
First Lien Senior Secured Loan
SOFR
5.93%
9.65
%
5/14/2029
$
6,260
6,230
6,260
High Tech Industries Total
$
41,141
$
41,353
91.8
%
Media: Advertising, Printing & Publishing
Facts Global Energy (15)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.50
%
9.20
%
12/20/2031
$
9,411
9,329
9,129
Facts Global Energy (15)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.50
%
9.20
%
12/20/2031
$
6,763
6,704
6,560
Media: Advertising, Printing & Publishing Total
$
16,033
$
15,689
34.8
%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)
First Lien Senior Secured Loan
SOFR
5.93%
9.59
%
8/31/2028
$
23,907
23,833
23,787
Media: Broadcasting and Subscription Total
$
23,833
$
23,787
52.8
%
Media: Diversified & Production
Aptus 1724 Gmbh (7)(14)(19)(21)(26)
First Lien Senior Secured Loan - Delayed Draw
SOFR
7.15% PIK
10.89
%
3/3/2028
$
10,351
10,324
518
Media: Diversified & Production Total
$
10,324
$
518
1.2
%
68
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
U.S. Dollar
Services: Business
Easy Ice (15)(19)
First Lien Senior Secured Loan
SOFR
5.40%
9.07
%
10/30/2030
$
8,394
8,293
8,394
Cube (18)(19)(26)
First Lien Senior Secured Loan - Delayed Draw
SOFR
3.00% (4.40% PIK)
11.09
%
5/20/2031
$
9,562
9,562
9,562
Services: Business Total
$
17,855
$
17,956
39.9
%
U.S. Dollar Total
$
148,949
$
137,858
306.1
%
New Zealand Dollar
Beverage, Food & Tobacco
Hellers (18)(19)(26)
First Lien Senior Secured Loan - Delayed Draw
BKBM
4.00% (1.50% PIK)
8.09
%
9/27/2030
$NZ
5,980
3,490
3,395
Beverage, Food & Tobacco Total
$
3,490
$
3,395
7.6
%
New Zealand Dollar Total
$
3,490
$
3,395
7.6
%
Investments Total
$
744,599
$
711,887
1580.5
%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Shares (27)
Cash Equivalents
—
—
3.55
%
—
$
2,747
2,747
2,747
Goldman Sachs US $ Treasury Liquid Reserves Fund Institutional Shares (27)
Cash Equivalents
—
—
3.54
%
—
$
848
848
848
Cash Equivalents Total
$
3,595
$
3,595
7.9
%
Investments and Cash Equivalents Total
$
748,194
$
715,482
1588.4
%
69
Forward Foreign Currency Exchange Contracts
Settlement
Unrealized
Currency Purchased
Currency Sold
Counterparty
Date
Appreciation(8)
US DOLLARS 7,640
BRITISH POUNDS 5,695
Goldman Sachs
4/2/2026
118
BRITISH POUNDS 2,723
US DOLLARS 3,639
Goldman Sachs
4/2/2026
(42
)
BRITISH POUNDS 2,972
US DOLLARS 3,919
Goldman Sachs
4/2/2026
7
EURO 1,750
BRITISH POUNDS 1,545
Standard Chartered
4/2/2026
(22
)
BRITISH POUNDS 278
EURO 320
Standard Chartered
4/2/2026
(2
)
BRITISH POUNDS 1,267
EURO 1,458
Standard Chartered
4/2/2026
(8
)
US DOLLARS 2,820
BRITISH POUNDS 2,117
Morgan Stanley
5/8/2026
28
US DOLLARS 1,545
BRITISH POUNDS 1,145
Morgan Stanley
6/2/2026
35
EURO 3,289
BRITISH POUNDS 2,835
BNP Paribas
6/2/2026
62
US DOLLARS 3,443
EURO 2,960
BNP Paribas
6/2/2026
23
EURO 1,950
US DOLLARS 2,318
BNP Paribas
6/2/2026
(66
)
US DOLLARS 12,381
BRITISH POUNDS 10,280
Morgan Stanley
6/8/2026
(1,174
)
US DOLLARS 22,672
EURO 20,600
Standard Chartered
6/8/2026
(1,132
)
US DOLLARS 2,365
EURO 2,040
BNP Paribas
6/10/2026
8
EURO 2,003
US DOLLARS 2,365
BNP Paribas
6/10/2026
(50
)
US DOLLARS 1,889
NEW ZEALAND DOLLARS 3,146
Standard Chartered
6/25/2026
89
US DOLLARS 3,563
AUSTRALIAN DOLLARS 5,490
BNP Paribas
7/30/2026
(191
)
US DOLLARS 12,143
AUSTRALIAN DOLLARS 18,568
Morgan Stanley
9/10/2026
(542
)
US DOLLARS 6,778
BRITISH POUNDS 5,010
Morgan Stanley
9/10/2026
179
AUSTRALIAN DOLLARS 8,042
US DOLLARS 5,279
Morgan Stanley
9/10/2026
215
BRITISH POUNDS 2,890
US DOLLARS 3,893
Morgan Stanley
9/10/2026
(86
)
US DOLLARS 7,318
AUSTRALIAN DOLLARS 11,205
Standard Chartered
9/10/2026
(337
)
EURO 427
NEW ZEALAND DOLLARS 853
Morgan Stanley
9/16/2026
6
US DOLLARS 9,578
AUSTRALIAN DOLLARS 14,489
Standard Chartered
10/2/2026
(315
)
US DOLLARS 1,813
CANADIAN DOLLARS 2,494
Standard Chartered
10/2/2026
13
EURO 784
NORWEGIAN KRONE 9,370
Standard Chartered
10/2/2026
(49
)
EURO 2,178
AUSTRALIAN DOLLARS 3,931
Standard Chartered
10/2/2026
(156
)
EURO 412
CANADIAN DOLLARS 677
Standard Chartered
10/2/2026
(10
)
EURO 4,925
US DOLLARS 5,890
Standard Chartered
10/2/2026
(174
)
US DOLLARS 28,295
EURO 2,3720
Standard Chartered
10/2/2026
767
US DOLLARS 3,447
NORWEGIAN KRONE 34,539
Standard Chartered
10/2/2026
(90
)
EURO 10,100
US DOLLARS 12,162
Standard Chartered
10/2/2026
(441
)
US DOLLARS 8,851
AUSTRALIAN DOLLARS 13,286
BNP Paribas
10/2/2026
(221
)
EURO 552
BRITISH POUNDS 490
BNP Paribas
10/19/2026
(4
)
EURO 843
AUSTRALIAN DOLLARS 1,517
BNP Paribas
10/30/2026
(56
)
EURO 2,039
AUSTRALIAN DOLLARS 3,605
BNP Paribas
10/30/2026
(91
)
US DOLLARS 2,347
EURO 2,000
Morgan Stanley
11/6/2026
23
EURO 2,68
BRITISH POUNDS 240
Morgan Stanley
11/6/2026
(4
)
US DOLLARS 2,230
BRITISH POUNDS 1,700
Morgan Stanley
11/6/2026
(7
)
US DOLLARS 27,514
EURO 2,3460
Standard Chartered
11/6/2026
257
EURO 16,651
US DOLLARS 1,9758
Standard Chartered
1/7/2027
(375
)
US DOLLARS 6,060
BRITISH POUNDS 4,500
Goldman Sachs
2/22/2027
150
EURO 233
CANADIAN DOLLARS 376
Morgan Stanley
2/22/2027
(1
)
US DOLLARS 1,025
CANADIAN DOLLARS 1,384
Morgan Stanley
2/22/2027
22
US DOLLARS 1,631
BRITISH POUNDS 1,243
Goldman Sachs
3/8/2027
(1
)
EURO 3,443
AUSTRALIAN DOLLARS 5,820
Morgan Stanley
3/8/2027
59
EURO 2,157
BRITISH POUNDS 1,900
Morgan Stanley
3/8/2027
21
EURO 907
BRITISH POUNDS 803
Standard Chartered
3/8/2027
2
EURO 5,430
US DOLLARS 6,400
Standard Chartered
3/8/2027
(69
)
EURO 2,466
US DOLLARS 2,900
BNP Paribas
3/8/2027
(25
)
$
(3,657
)
(1)
The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Bank Bill Benchmark Rate (“BKBM”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Canadian Overnight Repo Rate Average (“CORRA”), the Bank Bill Swap Bid Rate (“BBSY”), the Sterling Overnight Index Average (“SONIA”) or Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may provide for Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over EURIBOR, BKBM, NIBOR, CORRA, BBSY, SONIA, or SOFR and the current weighted average interest rate in effect at March 31, 2026. Certain investments are subject to a EURIBOR, BKBM, NIBOR, CORRA, BBSY, SONIA, or SOFR interest rate floor.
(2)
Tick mark not used.
(3)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment
70
may be subject to an unused/letter of credit facility fee.
(4)
Percentages are based on the ISLP's net assets (in thousands) of $45,043 as of March 31, 2026.
(5)
Tick mark not used.
(6)
Tick mark not used.
(7)
Loan was on non-accrual status as of March 31, 2026.
(8)
Unrealized appreciation on forward currency exchange contracts.
(9)
The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian Krone, AUD represents Australian Dollar, CAD represents Canadian Dollar and, NZ$ represents New Zealand Dollar.
(10)
Tick mark not used.
(11)
Tick mark not used.
(12)
Tick mark not used.
(13)
Tick mark not used.
(14)
Non-income producing.
(15)
Loan includes interest rate floor of 1.00%.
(16)
Loan includes interest rate floor of 0.75%.
(17)
Loan includes interest rate floor of 0.50%.
(18)
Loan includes interest rate floor of 0.00%.
(19)
Security valued using unobservable inputs (Level 3).
(20)
Tick mark not used.
(21)
Loan includes interest rate floor of 0.25%.
(22)
Tick mark not used.
(23)
Tick mark not used.
(24)
Tick mark not used.
(25)
Tick mark not used.
(26)
Denotes that all or a portion of the investment includes PIK income during the period.
(27)
Cash equivalents include $3,595 of restricted cash.
71
Below is a listing of ISLP’s individual investments as of December 31, 2025:
International Senior Loan Program, LLC
Consolidated Schedule of Investments
As of December 31, 2025
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
Australian Dollar
Aerospace & Defense
Ansett Aviation Training (14)(19)
Equity Interest
—
—
—
—
AUD
10,238
7,115
36,769
Aerospace & Defense Total
$
7,115
$
36,769
57.0
%
Media: Advertising, Printing & Publishing
TGI Sport Bidco Pty Ltd (18)(19)
First Lien Senior Secured Loan
BBSY
7.00
%
10.60
%
4/30/2026
AUD
9,730
7,137
6,492
TGI Sport Bidco Pty Ltd (17)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
7.11
%
10.83
%
4/30/2026
AUD
4,081
2,568
2,723
Media: Advertising, Printing & Publishing Total
$
9,705
$
9,215
14.3
%
Australian Dollar Total
$
16,820
$
45,984
71.3
%
British Pound
Capital Equipment
Goodfellow (15)(19)
First Lien Senior Secured Loan - Delayed Draw
SONIA
5.25
%
8.98
%
2/10/2032
£
1,564
2,121
2,082
Capital Equipment Total
$
2,121
$
2,082
3.2
%
Environmental Industries
Reconomy (18)(19)
First Lien Senior Secured Loan
SONIA
6.50
%
10.22
%
7/12/2029
£
6,050
7,045
8,138
Reconomy (18)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
6.25
%
8.27
%
7/12/2029
£
6,578
8,093
8,791
Reconomy (18)(19)
First Lien Senior Secured Loan - Revolver
SOFR
6.50
%
10.17
%
7/12/2029
£
6,578
8,450
8,501
Environmental Industries Total
$
23,588
$
25,430
39.5
%
FIRE: Finance
Avalon Bidco Limited (15)(19)
First Lien Senior Secured Loan
SONIA
6.25
%
10.22
%
4/16/2032
£
12,058
16,240
16,017
Parmenion (18)(19)
First Lien Senior Secured Loan
SONIA
5.50
%
9.46
%
5/23/2029
£
29,070
35,429
39,105
FIRE: Finance Total
$
51,669
$
55,122
85.5
%
FIRE: Insurance
Margaux UK Finance Limited (16)(19)
First Lien Senior Secured Loan
SONIA
4.75
%
8.48
%
12/19/2027
£
7,240
9,147
9,740
FIRE: Insurance Total
$
9,147
$
9,740
15.1
%
72
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
British Pound
High Tech Industries
Access (18)(19)
First Lien Senior Secured Loan
SONIA
5.25%
8.97
%
6/28/2029
£
7,880
9,134
10,600
Access (18)(19)
First Lien Senior Secured Loan
SONIA
5.00
%
8.73
%
6/28/2029
£
9,764
11,887
13,135
Cloud Technology Solutions (CTS) (15)(19)(26)
First Lien Senior Secured Loan
SONIA
2.53% (5.47% PIK)
11.73
%
1/3/2030
£
9,872
12,510
13,280
High Tech Industries Total
$
33,531
$
37,015
57.4
%
Media: Advertising, Printing & Publishing
OGH Bidco Limited (18)(19)
First Lien Senior Secured Loan
SOFR
6.50
%
10.61
%
9/2/2029
£
5,172
6,068
5,703
OGH Bidco Limited (18)(19)
First Lien Senior Secured Loan
SONIA
6.50%
10.23
%
6/29/2029
£
13,160
15,252
16,773
TGI Sport Bidco Pty Ltd (17)(19)
First Lien Senior Secured Loan - Delayed Draw
SONIA
6.03%
9.76
%
6/24/2029
£
6,700
8,636
9,013
Media: Advertising, Printing & Publishing Total
$
29,956
$
31,489
48.9
%
Services: Business
Beneficium (15)(19)
First Lien Senior Secured Loan
SONIA
5.75%
9.48
%
6/28/2031
£
7,497
9,733
9,883
Brook Bidco (18)(19)(26)
First Lien Senior Secured Loan
SONIA
1.87% (5.66% PIK)
11.25
%
7/10/2028
£
28,318
38,068
34,284
Brook Bidco (16)(19)(26)
First Lien Senior Secured Loan
SOFR
1.91% (5.93% PIK)
11.52
%
7/10/2028
£
6,244
8,250
7,410
Brook Bidco (16)(19)(26)
First Lien Senior Secured Loan
SOFR
1.91% (5.93% PIK)
11.52
%
7/10/2028
£
8,734
11,506
10,332
Datix Bidco Limited (17)(19)
First Lien Senior Secured Loan
SONIA
5.00
%
8.99
%
4/30/2031
£
8,160
10,510
10,976
Opus2 (18)(19)
First Lien Senior Secured Loan
SONIA
5.28%
9.00
%
5/5/2028
£
12,151
16,572
16,346
Parcel2Go (18)(19)
First Lien Senior Secured Loan
SONIA
7.00%
10.97
%
11/26/2031
£
4,713
5,938
5,390
Parcel2Go (14)(19)
Preferred Equity
—
—
—
—
£
1,407,911
—
—
Parcel2Go (14)(19)
Equity Interest
—
—
—
—
£
5
—
—
TES Global (18)(19)
First Lien Senior Secured Loan - Delayed Draw
SONIA
5.00
%
9.01
%
1/27/2029
£
1,200
1,494
1,606
TES Global (18)(19)
First Lien Senior Secured Loan
SONIA
5.00
%
9.01
%
2/1/2029
£
14,364
17,695
19,322
Services: Business Total
$
119,766
$
115,549
179.3
%
Services: Consumer
SG Global Midco Limited (19)
First Lien Senior Secured Loan
—
10.00% PIK
10.00
%
12/31/2028
£
215
285
289
Surrey Bidco Limited (7)(14)(18)(19)(26)
First Lien Senior Secured Loan
SONIA
7.28% PIK
11.00
%
12/31/2028
£
7,594
8,406
2,554
Voltaire Topco Limited (14)(19)
Equity Interest
—
—
—
—
£
43
—
—
Services: Consumer Total
$
8,691
$
2,843
4.4
%
British Pound Total
$
278,469
$
279,270
433.3
%
73
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
Canadian Dollar
Retail
New Look (Delaware) Corporation (15)(19)
First Lien Senior Secured Loan
CORRA
5.25%
7.51
%
5/26/2028
CAD
17,874
14,661
13,027
New Look Vision Group (15)(19)
First Lien Senior Secured Loan - Delayed Draw
CORRA
5.25%
7.51
%
5/26/2028
CAD
1,162
896
847
New Look Vision Group (15)(19)
First Lien Senior Secured Loan - Delayed Draw
CORRA
5.25%
7.51
%
5/26/2028
CAD
2,231
1,605
1,626
Retail Total
$
17,162
$
15,500
24.0
%
Canadian Dollar Total
$
17,162
$
15,500
24.0
%
European Currency
Capital Equipment
Goodfellow (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.25%
7.27
%
2/10/2032
€
5,450
6,335
6,396
Goodfellow (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.25%
7.27
%
2/10/2032
€
1,655
1,924
1,942
Capital Equipment Total
$
8,259
$
8,338
12.9
%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)
First Lien Senior Secured Loan
EURIBOR
5.75%
7.76
%
12/22/2027
€
9,082
9,230
10,046
Chemicals, Plastics & Rubber Total
$
9,230
$
10,046
15.6
%
Environmental Industries
Reconomy (18)(19)
First Lien Senior Secured Loan
EURIBOR
6.25%
8.27
%
7/12/2029
€
2,440
2,475
2,864
Environmental Industries Total
$
2,475
$
2,864
4.4
%
74
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
European Currency
FIRE: Insurance
MRHT (18)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.00%
7.11
%
5/17/2032
€
13,809
15,925
16,044
FIRE: Insurance Total
$
15,925
$
16,044
24.9
%
Healthcare & Pharmaceuticals
Mertus 522. GmbH (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
4.00% (3.00% PIK)
9.13
%
5/28/2028
€
13,320
16,158
15,007
Mertus 522. GmbH (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
4.00% (3.00% PIK)
9.12
%
5/28/2028
€
22,963
27,843
25,871
Nafinco (15)(19)
First Lien Senior Secured Loan
EURIBOR
5.25%
7.37
%
8/29/2031
€
8,000
8,422
9,342
Pharmathen (18)(19)(26)
First Lien Senior Secured Loan- Revolver
EURIBOR
7.18% PIK
9.30
%
1/19/2029
€
14,825
16,709
16,529
Pharmathen (18)(19)(26)
First Lien Senior Secured Loan- Revolver
EURIBOR
7.18% PIK
9.30
%
1/19/2029
€
2,696
2,646
3,005
Healthcare & Pharmaceuticals Total
$
71,778
$
69,754
108.3
%
High Tech Industries
New Gen Holding (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
2.00% (4.25% PIK)
8.37
%
5/28/2031
€
23,985
28,173
27,937
Onventis (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
7.25
%
9.32
%
1/14/2030
€
13,919
15,106
16,335
PlentyMarkets (18)(19)(26)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
2.80% (3.70% PIK)
8.53
%
4/2/2032
€
15,326
17,678
17,852
Utimaco (16)(19)
First Lien Senior Secured Loan
EURIBOR
5.50%
7.62
%
5/14/2029
€
6,005
6,095
7,047
High Tech Industries Total
$
67,052
$
69,171
107.4
%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)
First Lien Senior Secured Loan
EURIBOR
5.50%
7.62
%
8/31/2028
€
2,619
2,951
3,058
Media: Broadcasting & Subscription Total
$
2,951
$
3,058
4.7
%
Media: Diversified & Production
Aptus 1724. Gmbh (7)(14)(19)(21)(26)
First Lien Senior Secured Loan
EURIBOR
7.00% PIK
9.07
%
3/3/2028
€
36,230
42,816
12,756
Media: Diversified & Production Total
$
42,816
$
12,756
19.8
%
Services: Business
iBanFirst (18)(19)(26)
First Lien Senior Secured Loan
EURIBOR
9.75% PIK
11.77
%
7/13/2028
€
15,984
18,015
18,759
Fiduciaire Jean-Marc Faber (FJMF) (15)(19)
First Lien Senior Secured Loan - Delayed Draw
EURIBOR
5.50%
7.58
%
4/3/2032
€
7,904
9,103
9,183
Webcentral (18)(19)
First Lien Senior Secured Loan
EURIBOR
6.50%
8.62
%
12/18/2030
€
3,423
3,784
4,017
Webcentral (18)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
6.50%
10.53
%
12/18/2030
€
3,123
3,582
3,593
Webcentral (18)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
6.50%
10.53
%
12/18/2030
€
3,323
3,462
3,899
Services: Business Total
$
37,946
$
39,451
61.2
%
European Currency Total
$
258,432
$
231,482
359.2
%
Norwegian Krone
Services: Business
Spring Finco BV (18)(19)
First Lien Senior Secured Loan
NIBOR
5.50
%
8.88
%
7/15/2029
NOK
174,360
16,601
17,031
Services: Business Total
$
16,601
$
17,031
26.4
%
Norwegian Krone Total
$
16,601
$
17,031
26.4
%
75
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
U.S. Dollar
Automotive
Cardo (18)(19)
First Lien Senior Secured Loan
SOFR
5.25
%
8.98
%
5/12/2028
$
9,653
9,618
9,653
Automotive Total
$
9,618
$
9,653
15.0
%
Capital Equipment
Goodfellow (15)(19)
First Lien Senior Secured Loan
SOFR
5.25
%
8.92
%
2/10/2032
$
2,174
2,154
2,152
Capital Equipment Total
$
2,154
$
2,152
3.3
%
Chemicals, Plastics & Rubber
V Global Holdings LLC (16)(19)
First Lien Senior Secured Loan
SOFR
5.90
%
9.77
%
12/22/2027
$
22,835
22,835
21,694
Chemicals, Plastics & Rubber Total
$
22,835
$
21,694
33.7
%
Consumer Goods: Durable
Stanton Carpet (15)(19)
Second Lien Senior Secured Loan
SOFR
9.15
%
13.09
%
3/31/2028
$
5,000
4,968
5,000
Consumer Goods: Durable Total
$
4,968
$
5,000
7.8
%
High Tech Industries
NearMap (15)(19)
First Lien Senior Secured Loan
SOFR
4.75
%
8.61
%
12/9/2029
$
23,109
22,974
23,109
Utimaco (16)(19)
First Lien Senior Secured Loan
SOFR
5.93%
9.73
%
5/14/2029
$
12,043
11,982
12,043
Utimaco (16)(19)
First Lien Senior Secured Loan
SOFR
5.93%
9.73
%
5/14/2029
$
6,260
6,228
6,260
High Tech Industries Total
$
41,184
$
41,412
64.2
%
Media: Advertising, Printing & Publishing
Facts Global Energy (15)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.25
%
9.05
%
12/20/2031
$
9,411
9,325
9,176
Facts Global Energy (15)(19)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.25
%
9.05
%
12/20/2031
$
6,763
6,701
6,594
Media: Advertising, Printing & Publishing Total
$
16,026
$
15,770
24.5
%
Media: Broadcasting & Subscription
Lightning Finco Limited (16)(19)
First Lien Senior Secured Loan
SOFR
5.93
%
9.59
%
8/31/2028
$
23,907
23,825
23,787
Media: Broadcasting and Subscription Total
$
23,825
$
23,787
36.8
%
Media: Diversified & Production
Aptus 1724 Gmbh (7)(14)(19)(21)(26)
First Lien Senior Secured Loan - Delayed Draw
SOFR
7.15% PIK
10.89
%
3/3/2028
$
10,636
10,324
3,191
Media: Diversified & Production Total
$
10,324
$
3,191
5.0
%
76
Interest
Maturity
Principal /
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Shares (9)
Cost
Value
Equity (4)
U.S. Dollar
Services: Business
Easy Ice (15)(19)
First Lien Senior Secured Loan
SOFR
5.40%
9.24
%
10/30/2030
$
8,415
8,308
8,415
Cube (18)(19)(26)
First Lien Senior Secured Loan - Delayed Draw
SOFR
2.00% (4.50% PIK)
10.19
%
5/20/2031
$
9,374
9,374
9,374
Services: Business Total
$
17,682
$
17,789
27.6
%
U.S. Dollar Total
$
148,616
$
140,448
217.9
%
New Zealand Dollar
Beverage, Food & Tobacco
Hellers (3)(18)(19)(26)
First Lien Senior Secured Loan - Delayed Draw
BBKM
3.63% (1.88% PIK)
9.29
%
9/27/2030
$NZ
5,949
3,467
3,389
Beverage, Food & Tobacco Total
$
3,467
$
3,389
5.4
%
New Zealand Dollar Total
$
3,467
$
3,389
5.4
%
Investments Total
$
739,567
$
733,104
1137.5
%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Shares (27)
Cash Equivalents
—
—
3.70
%
—
$
14,078
14,078
14,078
Goldman Sachs US $ Treasury Liquid Reserves Fund Institutional Shares (27)
Cash Equivalents
—
—
3.70
%
—
$
318
318
318
Cash Equivalents Total
$
14,396
$
14,396
22.3
%
Investments and Cash Equivalents Total
$
753,963
$
747,500
1159.8
%
77
Forward Foreign Currency Exchange Contracts
Unrealized
Currency Purchased
Currency Sold
Counterparty
Settlement Date
Appreciation(8)
EURO 18,912
US DOLLARS 20,060
Standard Chartered
01/09/2026
$
2,162
US DOLLARS 2,285
AUSTRALIAN DOLLARS 3,590
Standard Chartered
02/24/2026
(109
)
US DOLLARS 2,713
BRITISH POUNDS 2,090
Goldman Sachs
02/24/2026
(98
)
AUSTRALIAN DOLLARS 3,590
US DOLLARS 2,353
Standard Chartered
02/24/2026
42
EURO 4,860
US DOLLARS 5,747
Morgan Stanley
02/24/2026
(24
)
US DOLLARS 882
CANADIAN DOLLARS 1,243
Morgan Stanley
02/24/2026
(27
)
US DOLLARS 5,168
EURO 4,860
Morgan Stanley
02/24/2026
(554
)
EURO 215
CANADIAN DOLLARS 337
Morgan Stanley
02/26/2026
6
EURO 2,830
AUSTRALIAN DOLLARS 5,037
Morgan Stanley
03/10/2026
(24
)
EURO 1,706
AUSTRALIAN DOLLARS 3,040
Standard Chartered
03/10/2026
(17
)
EURO 2,223
BRITISH POUNDS 1,906
Morgan Stanley
03/10/2026
57
AUSTRALIAN DOLLARS 2,210
EURO 1,227
Standard Chartered
03/10/2026
28
EURO 2,003
US DOLLARS 2,365
BNP Paribas
03/10/2026
(4
)
US DOLLARS 3,530
EURO 2,985
Morgan Stanley
03/10/2026
13
EURO 4,476
US DOLLARS 5,200
Morgan Stanley
03/10/2026
74
EURO 5,507
US DOLLARS 6,400
Standard Chartered
03/10/2026
88
EURO 1,750
BRITISH POUNDS 1,545
Standard Chartered
04/02/2026
(13
)
US DOLLARS 7,640
BRITISH POUNDS 5,695
Goldman Sachs
04/02/2026
(18
)
US DOLLARS 2,820
BRITISH POUNDS 2,117
Morgan Stanley
05/08/2026
(27
)
EURO 3,289
BRITISH POUNDS 2,835
BNP Paribas
06/02/2026
78
US DOLLARS 1,545
BRITISH POUNDS 1,145
Morgan Stanley
06/02/2026
5
EURO 1,950
US DOLLARS 2,318
BNP Paribas
06/02/2026
(12
)
US DOLLARS 3,443
EURO 2,960
BNP Paribas
06/02/2026
(57
)
US DOLLARS 12,381
BRITISH POUNDS 10,280
Morgan Stanley
06/08/2026
(1,441
)
US DOLLARS 22,672
EURO 20,600
Standard Chartered
06/10/2026
(1,696
)
US DOLLARS 1,889
NEW ZEALAND DOLLAR 3,146
Standard Chartered
06/25/2026
69
US DOLLARS 3,563
AUSTRALIAN DOLLARS 5,490
BNP Paribas
07/30/2026
(93
)
US DOLLARS 12,143
AUSTRALIAN DOLLARS 18,568
Morgan Stanley
09/10/2026
(212
)
US DOLLARS 7,318
AUSTRALIAN DOLLARS 11,205
Standard Chartered
09/10/2026
(138
)
US DOLLARS 6,778
BRITISH POUNDS 5,010
Morgan Stanley
09/10/2026
44
AUSTRALIAN DOLLARS 8,042
US DOLLARS 5,279
Morgan Stanley
09/10/2026
72
BRITISH POUNDS 2,890
US DOLLARS 3,893
Morgan Stanley
09/10/2026
(9
)
EURO 427
NEW ZEALAND DOLLAR 853
Morgan Stanley
09/16/2026
12
EURO 2,178
AUSTRALIAN DOLLARS 3,931
Standard Chartered
10/02/2026
(26
)
US DOLLARS 9,578
AUSTRALIAN DOLLARS 14,489
Standard Chartered
10/02/2026
(59
)
EURO 412
CANADIAN DOLLARS 677
Standard Chartered
10/02/2026
(9
)
US DOLLARS 1,813
CANADIAN DOLLARS 2,494
Standard Chartered
10/02/2026
(24
)
EURO 784
NORWEGIAN KRONE 9,370
Standard Chartered
10/02/2026
5
EURO 4,925
US DOLLARS 5,890
Standard Chartered
10/02/2026
(38
)
US DOLLARS 28,295
EURO 23,720
Standard Chartered
10/02/2026
112
US DOLLARS 3,447
NORWEGIAN KRONE 34,539
Standard Chartered
10/02/2026
31
EURO 552
BRITISH POUNDS 490
BNP Paribas
10/19/2026
(3
)
EURO 843
AUSTRALIAN DOLLARS 1,517
BNP Paribas
10/30/2026
(6
)
US DOLLARS 2,347
EURO 2,000
Morgan Stanley
11/06/2026
(32
)
US DOLLARS 27,514
EURO 23,460
Standard Chartered
11/06/2026
(393
)
US DOLLARS 2,230
BRITISH POUNDS 1,700
Morgan Stanley
11/06/2026
(54
)
EURO 268
BRITISH POUNDS 240
Morgan Stanley
11/06/2026
(4
)
$
(2,323
)
(1)
The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Norwegian Interbank Offered Rate (“NIBOR” or “N”), the Canadian Overnight Repo Rate Average (“CORRA”), the Bank Bill Swap Bid Rate (“BBSY”), the Sterling Overnight Index Average (“SONIA”) or Secured Overnight Financing Rate
78
(“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may provide for Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over EURIBOR, NIBOR, CORRA, BBSY, SONIA, or SOFR and the current weighted average interest rate in effect at December 31, 2025. Certain investments are subject to a EURIBOR, NIBOR, CORRA, BBSY, SONIA, or SOFR interest rate floor.
(2)
Tick mark not used.
(3)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.
(4)
Percentages are based on the ISLP's net assets (in thousands) of $64,451 as of December 31, 2025.
(5)
Tick mark not used.
(6)
Tick mark not used.
(7)
Loan was on non-accrual status as of December 31, 2025.
(8)
Unrealized appreciation on forward currency exchange contracts.
(9)
The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, NOK represents Norwegian Krone, AUD represents Australian Dollar, CAD represents Canadian Dollar and NZ$ represents New Zealand Dollar.
(10)
Tick mark not used.
(11)
Tick mark not used.
(12)
Tick mark not used.
(13)
Tick mark not used.
(14)
Non-income producing.
(15)
Loan includes interest rate floor of 1.00%.
(16)
Loan includes interest rate floor of 0.75%.
(17)
Loan includes interest rate floor of 0.50%.
(18)
Loan includes interest rate floor of 0.00%.
(19)
Security valued using unobservable inputs (Level 3).
(20)
Tick mark not used.
(21)
Loan includes interest rate floor of 0.25%.
(22)
Tick mark not used.
(23)
Tick mark not used.
(24)
Tick mark not used.
(25)
Tick mark not used.
(26)
Denotes that all or a portion of the investment includes PIK interest during the period.
(27)
Cash equivalents include $14,396 of restricted cash.
79
Below is the financial information for ISLP:
Selected Balance Sheet Information
As of
As of
March 31, 2026
December 31, 2025
ASSETS
Investments at fair value (amortized cost of $744,599 and $739,567, respectively)
$
711,887
$
733,104
Cash and cash equivalents
3,715
15,565
Foreign cash (cost of $5,929 and $10,095, respectively)
5,945
9,607
Collateral on forward currency exchange contracts
5
3
Deferred financing costs (net of accumulated amortization of $4,073 and $3,897, respectively)
3,017
3,196
Unrealized appreciation on forward currency exchange contracts
232
15
Interest receivable on investments
13,839
14,831
Other receivable
—
237
Total assets
$
738,640
$
776,558
LIABILITIES
Debt
$
372,540
$
381,361
Subordinated notes payable to members
304,369
305,655
Interest payable on debt
907
942
Interest payable on subordinated notes payable to members
8,892
18,984
Payable for investments purchased
470
—
Unrealized depreciation on forward currency exchange contracts
3,889
2,338
Distributions payable to members
1,337
1,712
Accounts payable and accrued expenses
1,193
1,115
Total liabilities
$
693,597
$
712,107
MEMBERS' EQUITY
Total members’ equity
45,043
64,451
Total liabilities and members’ equity
$
738,640
$
776,558
80
Selected Statements of Operations Information
For the Three Months Ended
March 31, 2026
March 31, 2025
Investment income
Interest income
$
16,219
$
17,103
Total investment income
16,219
17,103
Expenses
Interest and debt financing expenses
4,994
5,829
Interest expense on subordinated notes payable to members
8,895
8,743
Professional fees and other expenses
993
975
Total expenses
14,882
15,547
Net investment income
1,337
1,556
Net realized and unrealized gains (losses)
Net realized gain on investments
—
178
Net realized loss on foreign currency transactions
(673
)
(879
)
Net realized gain on forward currency exchange contracts
1,027
2,726
Net change in unrealized appreciation (depreciation) on foreign currency translation
433
(12,377
)
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts
(1,332
)
(5,325
)
Net change in unrealized appreciation (depreciation) on foreign currency translation of debt
7,388
—
Net change in unrealized appreciation (depreciation) on investments
(26,249
)
14,008
Total net loss
(19,406
)
(1,669
)
Net decrease in members’ equity from operations
$
(18,069
)
$
(113
)
Bain Capital Senior Loan Program, LLC
On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. Amberstone’s initial capital commitments to SLP were $179.0 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Through these capital contributions, SLP acquired 70% of the membership equity interests of the Company’s 2018‑1 portfolio (“2018‑1”). The Company retained 30% of the 2018‑1 membership equity interests as a non-controlling equity interest. As of March 31, 2026, the Company’s investment in SLP consisted of subordinated notes of $166.9 million, preferred equity interests of $1.8 million and equity interests of $3.6 million. As of December 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.8 million and equity interests of $5.0 million.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP. The Company may also purchase certain investments or a participating interest in certain investments from SLP. Since inception, the Company has sold $2,486.1 million of its investments to SLP and purchased $102.5 million in investments from SLP. The purchase and sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a purchase and sale.
The Company has determined that SLP is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members. The Company measures the fair value of SLP in accordance with ASC 820, using the net asset value (or its equivalent) as a practical expedient. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
81
On March 7, 2022, SLP acquired 70% of the Company’s membership interests (the “2018-1 Membership Interests”) in BCC Middle Market CLO 2018‑1 LLC (the “2018‑1 Issuer”). The Company received $56.1 million in proceeds resulting in a realized gain of $1.2 million, which is included in net realized gain in non-controlled/non-affiliate investments. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale. Through this acquisition, the 2018‑1 Issuer became a consolidated subsidiary of SLP and was deconsolidated from the Company’s Consolidated Financial Statements. The Company retained the remaining 30% of the 2018‑1 Membership Interests as a non-controlling equity interest.
On June 15, 2023, the 2018-1 Issuer entered into a First Supplemental Indenture (“2018-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2018-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
On March 13, 2024, SLP refinanced the 2018-1 Issuer through a private placement of $500 million of senior secured and senior deferrable notes consisting of (i) $290.0 million of Class A-1-R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 2.25% per annum; (ii) $20.0 million of Class A‑J‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.70% per annum; (iii) $30.0 million of Class A-2-R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.90% per annum; (iv) $40.0 million of Class B-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.90% per annum; (v) $30.0 million of Class C-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 5.90% per annum; and (vi) $30.0 million of Class D-R Junior Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 8.32% per annum (collectively, the “2018‑1 CLO Reset Notes”). The 2018‑1 CLO Reset Notes are scheduled to mature on April 20, 2036. The transaction resulted in a realized loss on the extinguishment of debt of $1.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2018-1 Issuer under the 2018-1 CLO Transaction are non-recourse to the Company.
As part of the refinancing transaction, SLP bought the Company's membership interests of the 2018-1 Issuer for $22.4 million, making SLP the sole owner of the 2018-1 Membership Interests. SLP holds $60.0 million in 2018-1 Membership Interests of the 2018-1 Issuer, and the 2018-1 Membership Interests are eliminated in consolidation on SLP’s Consolidated Financial Statements.
Below is a table summary of the 2018‑1 CLO Reset Notes as of March 31, 2026:
Interest rate at
2018-1 Notes
Principal Amount
Spread above Index
March 31, 2026
Class A-1-R Notes
$
290,000
2.25
% + 3 Month SOFR
5.92
%
Class A-J-R Notes
20,000
2.70
% + 3 Month SOFR
6.37
%
Class A-2-R Notes
30,000
2.90
% + 3 Month SOFR
6.57
%
Class B-R Notes
40,000
3.90
% + 3 Month SOFR
7.57
%
Class C-R Notes
30,000
5.90
% + 3 Month SOFR
9.57
%
Class D-R Notes
30,000
8.32
% + 3 Month SOFR
11.99
%
Total 2018-1 Notes
$
440,000
On August 24, 2022, SLP, through a wholly-owned subsidiary, entered into a $225.0 million senior secured revolving credit facility which bore interest at SOFR plus 210 basis points with Wells Fargo, subject to leverage and borrowing base restrictions (the “MM_22_2 Credit Facility”). The maturity date of the MM_22_2 Credit Facility was August 24, 2025. On August 9, 2023, the MM_22_2 Credit Facility was terminated.
On August 9, 2023, (the “2023-1 Closing Date”), SLP, through BCC Middle Market CLO 2023‑1 LLC (the “2023‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $400.0 million term debt securitization (the “2023-1 CLO Transaction”). The Class A, B-1, B-2, C, D, and E 2023-1 notes issued in connection with the 2023-1 CLO Transaction (the “2023-1 Notes”) are secured by a diversified portfolio of the 2023-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2023-1 Portfolio”). At the 2023-1 Closing Date, the 2023-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2023-1 CLO Transaction.
On August 13, 2025, the 2023-1 Issuer refinanced the 2023‑1 CLO Transaction through a private placement of $331.6 million of senior secured and senior deferrable notes consisting of: (i) $188.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.58% per annum; (ii) $9.8 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 1.80% per annum; (iii) $22.8 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 1.90% per annum; (iv) $27.6 million of Class C-R Senior
82
Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.25% per annum; (v) $17.9 million of Class D-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.25% per annum; and (vi) $19.5 million of Class E-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 6.5% per annum (collectively, the “2023‑1 CLO Reset Notes”). The 2023‑1 CLO Reset Notes are scheduled to mature on July 1, 2037. The Company retained $27.6 million of the Class C-R Notes, $17.9 million of the Class D-R Notes, and $19.5 million of the Class E-R Notes. The retained notes by the Company are eliminated in consolidation. The obligations of the 2023-1 Issuer under the 2023-1 CLO Transaction are non-recourse to the Company.
The 2023‑1 Notes are scheduled to mature on July 20, 2035 and are included in SLP’s Consolidated Financial Statements. Additionally, SLP holds $45.6 million in membership interests in the 2023-1 Issuer (“2023-1 Membership Interests”). 100% of the 2023-1 Membership Interests are retained by SLP and eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2023-1 Notes as of March 31, 2026:
Interest rate at
2023-1 Debt
Principal Amount
Spread above Index
March 31, 2026
Class A-1-R Notes
$
188,500
1.58
% + SOFR
5.25
%
Class A-2-R Notes
9,750
1.80
% + SOFR
5.47
%
Class B-R Notes
22,750
1.90
% + SOFR
5.57
%
Total 2023-1 Notes
$
221,000
On September 27, 2023, SLP, through SLP MM CLO WH 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary, entered into a $140.0 million senior secured revolving credit facility which bore interest at SOFR plus 285 basis points with NatWest Markets PLC, subject to leverage and borrowing base restrictions (the "MM_23_3 Credit Facility"). The maturity date of the MM_23_3 Credit Facility was September 27, 2027. On July 10, 2024, the MM_23_3 Credit Facility was terminated.
On July 10, 2024 (the “2024-1 Closing Date”), SLP, through BCC Middle Market CLO 2024‑1 LLC (the “2024‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $450.4 million term debt securitization (the “2024-1 CLO Transaction”). The Class A-1, A-2, B, C, D, and E 2024-1 notes issued in connection with the 2024-1 CLO Transaction (the “2024-1 Notes”) are secured by a diversified portfolio of the 2024-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2024-1 Portfolio”). The Company retained $25.5 million of the Class E Notes. The retained notes by the Company are eliminated in consolidation. At the 2024-1 Closing Date, the 2024-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2024-1 CLO Transaction.
The 2024‑1 Notes are scheduled to mature on July 17, 2036 and are included in SLP’s Consolidated Financial Statements. Additionally, SLP holds $76.4 million in membership interests in the 2024-1 Issuer (“2024-1 Membership Interests”). 100% of the 2024-1 Membership Interests are retained by SLP and eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2024-1 Notes as of March 31, 2026:
Interest rate at
2024-1 Debt
Principal Amount
Spread above Index
March 31, 2026
Class A-1 Notes
$
250,750
1.75
% + SOFR
5.42
%
Class A-2 Notes
12,750
1.95
% + SOFR
5.62
%
Class B Notes
25,500
2.05
% + SOFR
5.72
%
Class C Notes
34,000
2.75
% + SOFR
6.42
%
Class D Notes
25,500
4.50
% + SOFR
8.17
%
Total 2024-1 Notes(1)
$
348,500
(1) As of March 31, 2026, there were no Class E Notes outstanding.
On December 9, 2024, SLP, through SLP MM CLO WH 3, LLC, a Delaware limited liability company and a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at SOFR plus 200 basis points with Société Générale, subject to leverage and borrowing base restrictions (the “MM CLO WH 3 Credit Facility”). The maturity date of the MM CLO WH 3 Credit Facility was December 8, 2032. On July 8, 2025, the MM CLO WH 3 Credit Facility was terminated.
On July 8, 2025 (the “2025-1 Closing Date”), SLP, through BCC Middle Market CLO 2025‑1 LLC (the “2025‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $349.1 million term debt
83
securitization (the “2025-1 CLO Transaction”). The Class A-1, A-2, B, C, D-1, and D-2 2025-1 notes issued in connection with the 2025-1 CLO Transaction (the “2025-1 Notes”) are secured by a diversified portfolio of the 2025-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2025-1 Portfolio”). At the 2025-1 Closing Date, the 2025-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2025-1 CLO Transaction.
The 2025‑1 Notes are scheduled to mature on July 17, 2037 and are included in SLP’s Consolidated Financial Statements. Additionally, SLP holds $53.4 million in membership interests in the 2025-1 Issuer (“2025-1 Membership Interests”). 100% of the 2025-1 Membership Interests are retained by SLP and eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2025-1 Notes as of March 31, 2026:
Interest rate at
2025-1 Debt
Principal Amount
Spread above Index
March 31, 2026
Class A-1 Notes
$
147,000
1.62
% + SOFR
5.29
%
Class A-1 Loans
56,000
1.62
% + SOFR
5.29
%
Class A-2 Loans
14,000
1.77
% + SOFR
5.44
%
Class B Notes
21,000
1.95
% + SOFR
5.62
%
Class C Notes
29,750
2.50
% + SOFR
6.17
%
Class D-1 Notes
19,250
3.50
% + SOFR
7.17
%
Class D-2 Notes
8,750
5.50
% + SOFR
9.17
%
Total 2025-1 Notes
$
295,750
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding as of March 31, 2026 was 6.1%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2025 was 6.9%.
Below is a summary of SLP’s portfolio at fair value:
As of
As of
March 31, 2026
December 31, 2025
Total investments
$
1,599,077
$
1,536,252
Weighted average yield on investments
9.4
%
9.4
%
Number of borrowers in SLP
106
99
Largest portfolio company investment
$
42,119
$
42,227
Total of five largest portfolio company investments
$
188,747
$
188,219
Unfunded commitments
$
991
$
4,109
84
Below is a listing of SLP’s individual investments as of March 31, 2026:
Senior Loan Program, LLC
Consolidated Schedule of Investments
As of March 31, 2026
Interest
Maturity
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Principal (9)
Cost
Value
Equity (4)
U.S. Dollars
Aerospace & Defense
ATS (12)(15)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
5.75
%
9.42
%
7/12/2029
$
20,063
19,906
20,063
BTX Precision (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.67
%
7/25/2030
$
21,445
21,345
21,445
BTX Precision (15)(19)(34)(35)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.00
%
8.67
%
7/25/2030
$
7,935
7,935
7,935
BTX Precision (12)(15)(19)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
7/25/2030
$
4,750
4,750
4,750
Forward Slope (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.60
%
9.30
%
8/22/2029
$
13,953
13,831
13,953
Forward Slope (15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.60
%
9.30
%
8/22/2029
$
18,280
18,280
18,280
Forward Slope (15)(19)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.60
%
9.30
%
8/22/2029
$
9,886
9,886
9,886
GSP Holdings, LLC (12)(15)(19)(26)(34)(35)
First Lien Senior Secured Loan
SOFR
2.95% (2.95% PIK)
9.60
%
11/6/2026
$
25,937
25,943
24,640
GSP Holdings, LLC (12)(15)(19)(26)(34)(35)
First Lien Senior Secured Loan
SOFR
2.95% (2.95% PIK)
9.57
%
11/6/2026
$
127
127
121
Heads Up Technologies, Inc. (12)(16)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.95
%
7/23/2030
$
16,418
16,345
16,418
Mach Acquisition T/L (12)(15)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
7.15
%
10.82
%
4/19/2027
$
20,874
20,874
20,874
Saturn Purchaser Corp. (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
4.85
%
8.52
%
7/22/2030
$
29,633
29,584
29,633
Whitcraft-Paradigm (15)(19)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.00
%
8.70
%
2/15/2029
$
4,490
4,490
4,490
Whitcraft-Paradigm (15)(19)(34)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.70
%
2/15/2029
$
11,210
11,161
11,210
Aerospace & Defense Total
$
204,457
$
203,698
3760.3
%
Automotive
Cardo (12)(18)(19)
First Lien Senior Secured Loan
SOFR
5.25
%
8.98
%
5/12/2028
$
10,800
10,800
10,800
Chilton (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.16
%
2/5/2031
$
16,349
16,170
16,185
Gills Point S (12)(15)(19)(26)(35)
First Lien Senior Secured Loan
SOFR
4.00% (1.50% PIK)
9.16
%
5/17/2029
$
9,758
9,654
9,514
Intoxalock (12)(15)(19)(34)
First Lien Senior Secured Loan
SOFR
5.10
%
8.77
%
11/1/2028
$
16,711
16,634
16,711
Automotive Total
$
53,258
$
53,210
982.3
%
Beverage, Food & Tobacco
AgroFresh Solutions (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.60
%
9.27
%
3/31/2030
$
23,882
23,765
23,643
INW Manufacturing, LLC (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.75
%
9.42
%
1/23/2031
$
17,890
17,714
17,711
Beverage, Food & Tobacco Total
$
41,479
$
41,354
763.4
%
Capital Equipment
AXH Air Coolers (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.20
%
10/31/2029
$
27,189
27,105
27,189
AXH Air Coolers (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.20
%
10/31/2029
$
13,064
13,064
13,064
Engineered Products Co., LLC (12)(15)(19)(35)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
8/12/2031
$
3,254
3,223
3,254
EXT Acquisitions, Inc. (12)(15)(19)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.94
%
12/19/2031
$
4,823
4,799
4,799
Capital Equipment Total
$
48,191
$
48,306
891.7
%
85
Interest
Maturity
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Principal (9)
Cost
Value
Equity (4)
U.S. Dollars
Chemicals, Plastics & Rubber
Duraco (19)(32)(35)(36)
First Lien Senior Secured Loan
SOFR
6.50
%
10.16
%
6/6/2029
$
13,588
13,398
12,909
V Global Holdings LLC (12)(16)(19)(26)(34)
First Lien Senior Secured Loan
SOFR
2.20% (3.70% PIK)
9.55
%
12/22/2027
$
9,918
9,898
9,373
Chemicals, Plastics & Rubber Total
$
23,296
$
22,282
411.3
%
Construction & Building
AGS American Glass Services Acquisition, LLC (12)(15)(19)(34)(35)
Govineer Solutions (fka Black Mountain) (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.70
%
10/7/2030
$
28,875
28,704
28,875
LogRhythm, Inc. (15)(19)(35)
First Lien Senior Secured Loan
SOFR
7.50
%
11.17
%
7/2/2029
$
3,978
3,898
3,699
NearMap (15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
12/9/2029
$
16,003
15,896
16,003
NearMap (12)(15)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
12/9/2029
$
19,365
19,318
19,365
PayRange (15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.67
%
10/31/2030
$
18,294
18,161
18,294
Superna Inc. (15)(19)(36)
First Lien Senior Secured Loan
SOFR
6.50
%
10.17
%
3/6/2028
$
4,190
4,157
4,190
SensorTower (12)(19)(31)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
7.50
%
11.18
%
3/15/2029
$
12,332
12,272
12,332
High Tech Industries Total
$
124,280
$
124,651
2301.1
%
87
Interest
Maturity
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Principal (9)
Cost
Value
Equity (4)
U.S. Dollars
Hotel, Gaming & Leisure
Awayday (15)(19)(34)(36)
First Lien Senior Secured Loan
SOFR
5.25
%
8.95
%
5/6/2032
$
13,575
13,436
13,575
City BBQ (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.35
%
9.03
%
9/4/2030
$
28,325
28,174
28,042
Pollo Tropical (19)(24)(31)(36)
First Lien Senior Secured Loan
SOFR
5.25
%
8.92
%
1/19/2028
$
5,246
5,246
5,246
Pyramid Global Hospitality (12)(19)(24)(34)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.92
%
1/19/2028
$
15,164
14,993
15,164
Hotel, Gaming & Leisure Total
$
61,849
$
62,027
1145.0
%
Media: Advertising, Printing & Publishing
AdThrive (18)(36)
First Lien Senior Secured Loan
SOFR
4.36
%
8.03
%
3/23/2028
$
4,897
4,842
4,726
Media: Advertising, Printing & Publishing Total
$
4,842
$
4,726
87.2
%
Media: Diversified & Production Total
Owl Acquisition, LLC (12)(16)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
4/17/2032
$
14,925
14,826
14,328
Media: Diversified & Production Total
$
14,826
$
14,328
264.5
%
Metals & Mining
Elevation NewCo, LLC (15)(19)(35)
First Lien Senior Secured Loan
SOFR
5.75
%
9.45
%
8/1/2031
$
2,384
2,362
2,384
Lindstrom, LLC (12)(16)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.50
%
9.20
%
12/30/2032
$
8,813
8,714
8,714
Metals & Mining Total
$
11,076
$
11,098
204.9
%
Retail
New Look (Delaware) Corporation (12)(15)(19)
First Lien Senior Secured Loan
SOFR
5.25
%
8.95
%
5/26/2028
$
9,336
9,179
9,336
Thrasio, LLC (7)(14)(15)(19)(26)
First Lien Senior Secured Loan
SOFR
10.26% PIK
13.93
%
6/18/2029
$
3,991
3,447
3,193
Thrasio, LLC (7)(14)(15)(19)(26)
First Lien Senior Secured Loan
SOFR
10.26% PIK
13.93
%
6/18/2029
$
1,143
997
1,143
Thrasio, LLC (14)(19)
Equity Interest
—
—
—
—
52
5,369
—
Thrasio, LLC (14)(19)
Equity Interest
—
—
—
—
6
597
—
Retail Total
$
19,589
$
13,672
252.4
%
Services: Business
Allbridge (12)(15)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.20
%
6/5/2030
$
22,247
22,155
22,246
AMI (12)(16)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.00
%
8.90
%
10/17/2031
$
21,780
21,648
21,780
ACAMS (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.00
%
8.70
%
12/30/2031
$
8,479
8,395
8,395
Alogent Holdings, Inc. (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
6.50
%
10.17
%
1/21/2032
$
16,250
16,089
16,088
BLI Buyer, Inc. (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.00
%
8.67
%
10/31/2031
$
8,500
8,459
8,458
Datix Bidco Limited (12)(17)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.73
%
4/30/2031
$
17,500
17,427
17,500
Dealer Service Network (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.94
%
2/9/2027
$
8,641
8,606
8,641
Discovery Senior Living (12)(15)(19)(35)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
3/18/2030
$
16,660
16,554
16,660
Discovery Senior Living (15)(19)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
4.75
%
8.42
%
3/18/2030
$
2,787
2,787
2,787
Discovery Senior Living (3)(15)(19)(34)
First Lien Senior Secured Loan - Delayed Draw
SOFR
4.75
%
8.42
%
3/18/2030
$
3,492
3,492
3,492
Easy Ice (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.40
%
9.07
%
10/30/2030
$
31,150
30,773
31,150
TEI Holdings Inc. (17)(35)
First Lien Senior Secured Loan
SOFR
4.00
%
7.70
%
4/9/2031
$
10,456
10,492
10,362
Pure Wafer (12)(15)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
5.35
%
9.02
%
11/12/2030
$
10,780
10,706
10,780
PRGX (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.16
%
12/20/2030
$
17,244
17,095
16,856
Electronic Merchant Systems (12)(16)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
4.75
%
8.42
%
8/1/2030
$
20,738
20,483
20,738
Morrow Sodali (12)(18)(19)
First Lien Senior Secured Loan
SOFR
5.35
%
9.02
%
4/25/2028
$
2,167
2,156
2,167
Morrow Sodali (12)(15)(19)
First Lien Senior Secured Loan
SOFR
5.48
%
9.15
%
4/25/2028
$
7,661
7,620
7,661
E-Tech Group (12)(15)(19)(35)
First Lien Senior Secured Loan - Revolver
SOFR
5.50
%
9.20
%
4/9/2030
$
7,859
7,804
7,820
Services: Business Total
$
232,741
$
233,581
4312.0
%
88
Interest
Maturity
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Principal (9)
Cost
Value
Equity (4)
U.S. Dollars
Services: Consumer
CorePower Yoga, LLC (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.25
%
8.95
%
4/30/2031
$
20,994
20,903
20,994
MZR Buyer, LLC (15)(19)(26)
First Lien Senior Secured Loan
SOFR
6.90% (0.50% PIK)
11.10
%
12/22/2028
$
13,704
13,697
12,814
Spotless Brands (15)(19)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.50
%
9.17
%
7/25/2028
$
5,961
5,956
5,961
Vasa Fitness Buyer, Inc. (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
6.35
%
10.02
%
8/15/2030
$
3,980
3,930
3,940
Services: Consumer Total
$
44,486
$
43,709
806.9
%
Telecommunications
Meriplex Communications, Ltd. (16)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
5.10
%
8.77
%
7/17/2028
$
14,658
14,479
14,402
Telecommunications Total
$
14,479
$
14,402
265.9
%
Transportation: Cargo
A&R Logistics, Inc. (12)(15)(19)(26)(34)(35)
First Lien Senior Secured Loan
SOFR
2.65% (4.25% PIK)
10.58
%
2/3/2028
$
29,972
29,972
24,576
Gulf Winds International (12)(15)(19)(26)(34)
First Lien Senior Secured Loan
SOFR
6.00% (1.00% PIK)
10.67
%
12/16/2028
$
14,013
13,856
13,277
Gulf Winds International (12)(15)(19)(26)(35)(36)
First Lien Senior Secured Loan
SOFR
6.00% (1.00% PIK)
10.67
%
12/16/2028
$
15,839
15,728
15,007
ICAT Logistics, Inc. (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
6.25
%
9.92
%
3/1/2029
$
8,955
8,824
8,865
RoadOne (15)(19)(34)
First Lien Senior Secured Loan
SOFR
6.25
%
9.95
%
12/29/2028
$
6,811
6,714
6,811
RoadOne (15)(19)(34)
First Lien Senior Secured Loan - Delayed Draw
SOFR
6.25
%
10.00
%
12/29/2028
$
1,047
1,045
1,047
Transportation: Cargo Total
$
76,139
$
69,583
1284.5
%
Transportation: Consumer
PrimeFlight Acquisition LLC (12)(15)(19)
First Lien Senior Secured Loan
SOFR
5.50
%
9.20
%
5/1/2029
$
6,456
6,456
6,456
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.50
%
9.16
%
5/1/2029
$
22,594
22,284
22,594
Transportation: Consumer Total
$
28,740
$
29,050
536.4
%
Utilities: Electric
KAMC Holdings, Inc. (12)(16)(19)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.91
%
8/1/2031
$
4,489
4,443
4,410
Utilities: Electric Total
$
4,443
$
4,410
81.4
%
Utilities: Water
Vessco Water (16)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
4.50
%
8.17
%
7/24/2031
$
13,687
13,628
13,687
Utilities: Water Total
$
13,628
$
13,687
252.7
%
89
Interest
Maturity
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Principal (9)
Cost
Value
Equity (4)
U.S. Dollars
Wholesale
Abracon Group Holding, LLC. (7)(14)(16)(19)(26)(34)
First Lien Senior Secured Loan
SOFR
2.05% (4.60% PIK)
10.32
%
7/6/2028
$
12,618
10,888
5,552
Blackbird Purchaser, Inc. (16)(19)(35)
First Lien Senior Secured Loan
SOFR
5.75
%
9.45
%
12/19/2030
$
5,296
5,296
5,296
Chex Finer Foods, LLC (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
6.00
%
9.67
%
6/6/2031
$
16,418
16,351
16,418
Fifty U.S. Bidco Inc (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.70
%
8/1/2031
$
11,443
11,389
11,443
Hultec (12)(15)(19)(34)
First Lien Senior Secured Loan
SOFR
5.50
%
9.19
%
3/31/2029
$
6,257
6,130
6,240
SureWerx (16)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.95
%
12/28/2029
$
8,115
8,004
8,074
WSP (7)(14)(15)(19)(26)
First Lien Senior Secured Loan
SOFR
1.15% (4.00% PIK)
8.82
%
4/27/2028
$
3,406
3,013
1,039
WSP (7)(14)(19)(26)
First Lien Senior Secured Loan
—
8.00% PIK
8.00
%
4/27/2028
$
2,305
1,978
—
Wholesale Total
$
63,049
$
54,062
998.1
%
Investments Total
$
1,621,818
$
1,599,077
29519.6
%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (30)
Cash Equivalents
—
—
3.69
%
—
$
28,126
28,126
28,126
Goldman Sachs US Treasury Liquid Reserves Fund (30)
Cash Equivalents
—
—
3.62
%
—
$
18,329
18,329
18,329
Cash Equivalents Total
$
46,455
$
46,455
857.6
%
Investments and Cash Equivalents Total
$
1,668,273
$
1,645,532
30377.2
%
90
(1)
The investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may provide for Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over SOFR and the current weighted average interest rate in effect at March 31, 2026. Certain investments are subject to a SOFR interest rate floor.
(2)
Tick mark not used.
(3)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.
(4)
Percentages are based on SLP's net assets (in thousands) of $5,417 as of March 31, 2026.
(5)
Tick mark not used.
(6)
Tick mark not used.
(7)
Loan was on non-accrual status as of March 31, 2026.
(8)
Tick mark not used.
(9)
The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted.
(10)
Tick mark not used.
(11)
Tick mark not used.
(12)
Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer.
(13)
Tick mark not used.
(14)
Non-income producing.
(15)
Loan includes interest rate floor of 1.00%.
(16)
Loan includes interest rate floor of 0.75%.
(17)
Loan includes interest rate floor of 0.50%.
(18)
Loan includes interest rate floor of 0.00%.
(19)
Security valued using unobservable inputs (Level 3).
(20)
Tick mark not used.
(21)
Tick mark not used.
(22)
Tick mark not used.
(23)
Tick mark not used.
(24)
Loan includes interest rate floor of 1.25%.
(25)
Tick mark not used.
(26)
Denotes that all or a portion of the investment includes PIK income during the period.
(27)
Tick mark not used.
(28)
Tick mark not used.
(29)
Tick mark not used.
(30)
Cash equivalents include $46,455 of restricted cash.
(31)
Loan includes interest rate floor of 2.00%.
(32)
Loan includes interest rate floor of 1.50%.
(33)
Tick mark not used.
(34)
Assets or a portion thereof are pledged as collateral for the 2023-1 Issuer.
(35)
Assets or a portion thereof are pledged as collateral for the 2024-1 Issuer.
(36)
Assets or a portion thereof are pledged as collateral for the 2025-1 Issuer.
91
Below is a listing of SLP's individual investments as of December 31, 2025:
Senior Loan Program, LLC
Consolidated Schedule of Investments
As of December 31, 2025
Interest
Maturity
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Principal (9)
Cost
Value
Equity (4)
U.S. Dollars
Aerospace & Defense
ATS (12)(15)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
5.75
%
9.65
%
7/12/2029
$
20,114
19,945
20,114
BTX Precision (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.77
%
7/25/2030
$
21,499
21,393
21,499
BTX Precision (15)(19)(34)(35)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.00
%
8.77
%
7/25/2030
$
7,955
7,955
7,955
BTX Precision (12)(15)(19)
First Lien Senior Secured Loan
SOFR
4.75
%
8.59
%
7/25/2030
$
4,762
4,762
4,762
Forward Slope (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.60
%
9.27
%
8/22/2029
$
13,989
13,858
13,989
Forward Slope (15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.60
%
9.27
%
8/22/2029
$
18,327
18,327
18,327
Forward Slope (15)(19)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.60
%
9.27
%
8/22/2029
$
9,911
9,911
9,911
GSP Holdings, LLC (12)(15)(19)(26)(34)(35)
First Lien Senior Secured Loan
SOFR
2.95% (2.95% PIK)
9.57
%
11/6/2026
$
25,778
25,723
23,974
Heads Up Technologies, Inc. (12)(16)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.92
%
7/23/2030
$
16,459
16,381
16,376
Mach Acquisition T/L (12)(15)(19)(35)(36)
First Lien Senior Secured Loan
SOFR
7.15
%
11.01
%
10/19/2026
$
20,924
20,924
20,924
Saturn Purchaser Corp. (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
4.85
%
8.72
%
7/22/2030
$
29,633
29,580
29,633
Whitcraft-Paradigm (15)(19)(36)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.00
%
8.67
%
2/15/2029
$
4,501
4,501
4,501
Whitcraft-Paradigm (15)(19)(34)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.67
%
2/15/2029
$
11,239
11,186
11,239
Aerospace & Defense Total
$
204,446
$
203,204
2515.5
%
Automotive
Cardo (12)(18)(19)
First Lien Senior Secured Loan
SOFR
5.25
%
8.98
%
5/12/2028
$
10,800
10,800
10,800
Chilton (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.40
%
2/5/2031
$
16,390
16,202
16,267
Gills Point S (12)(15)(19)(26)(35)
First Lien Senior Secured Loan
SOFR
4.00% (1.50% PIK)
9.22
%
5/17/2029
$
9,750
9,637
9,506
Intoxalock (12)(15)(19)(34)
First Lien Senior Secured Loan
SOFR
5.10
%
8.82
%
11/1/2028
$
16,754
16,670
16,754
JHCC Holdings, LLC (15)(19)(34)(35)
First Lien Senior Secured Loan - Delayed Draw
SOFR
5.25
%
8.92
%
9/9/2027
$
8,082
8,046
8,082
JHCC Holdings, LLC (12)(15)(19)(34)
First Lien Senior Secured Loan
SOFR
5.25
%
8.92
%
9/9/2027
$
16,117
16,043
16,117
Automotive Total
$
77,398
$
77,526
959.7
%
Beverage, Food & Tobacco
AgroFresh Solutions (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.60
%
9.32
%
3/31/2030
$
23,949
23,825
23,949
Beverage, Food & Tobacco Total
$
23,825
$
23,949
296.5
%
Capital Equipment
AXH Air Coolers (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.20
%
10/31/2029
$
27,189
27,097
27,189
AXH Air Coolers (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.50
%
9.20
%
10/31/2029
$
13,097
13,097
13,097
Engineered Products Co., LLC (12)(15)(19)(35)
First Lien Senior Secured Loan
SOFR
4.75
%
8.81
%
8/12/2031
$
3,262
3,230
3,229
Capital Equipment Total
$
43,424
$
43,515
538.7
%
92
Interest
Maturity
Market
% of Members
Portfolio Company
Investment Type
Index (1)
Spread (1)
Rate
Date
Principal (9)
Cost
Value
Equity (4)
U.S. Dollars
Chemicals, Plastics & Rubber
Duraco (19)(32)(35)(36)
First Lien Senior Secured Loan
SOFR
6.50
%
10.16
%
6/6/2029
$
15,871
15,642
15,078
V Global Holdings LLC (12)(16)(19)(34)
First Lien Senior Secured Loan
SOFR
5.90
%
9.77
%
12/22/2027
$
9,840
9,817
9,348
Chemicals, Plastics & Rubber Total
$
25,459
$
24,426
302.4
%
Construction & Building
AGS American Glass Services Acquisition, LLC (12)(15)(19)(34)(35)
Abracon Group Holding, LLC. (7)(14)(16)(19)(26)(34)
First Lien Senior Secured Loan
SOFR
2.05% (4.60% PIK)
10.54
%
7/6/2028
$
12,471
11,077
7,483
Blackbird Purchaser, Inc. (16)(19)(35)
First Lien Senior Secured Loan
SOFR
5.75
%
9.42
%
12/19/2030
$
5,310
5,310
5,310
Chex Finer Foods, LLC (12)(15)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
6.00
%
9.74
%
6/6/2031
$
16,459
16,389
16,459
Fifty U.S. Bidco Inc (12)(15)(19)(34)(35)(36)
First Lien Senior Secured Loan
SOFR
5.00
%
8.67
%
8/1/2031
$
11,471
11,415
11,414
Hultec (12)(15)(19)(34)
First Lien Senior Secured Loan
SOFR
5.65
%
9.32
%
3/31/2029
$
6,257
6,140
6,257
SureWerx (16)(19)(34)(35)
First Lien Senior Secured Loan
SOFR
5.25
%
8.92
%
12/28/2029
$
8,136
8,017
8,095
Wholesale Total
$
58,348
$
55,018
681.0
%
Investments Total
$
1,556,187
$
1,536,252
19017.7
%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (30)
Cash Equivalents
—
—
3.69
%
—
$
64,766
64,766
64,766
Goldman Sachs US Treasury Liquid Reserves Fund (30)
Cash Equivalents
—
—
3.70
%
—
$
57,524
57,524
57,524
Cash Equivalents Total
$
122,290
$
122,290
1513.9
%
Investments and Cash Equivalents Total
$
1,678,477
$
1,658,542
20531.6
%
96
(1)
The investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may provide for Payment-in-Kind (“PIK”). For each, the Company has provided the PIK or the spread over SOFR and the current weighted average interest rate in effect at December 31, 2025. Certain investments are subject to a SOFR interest rate floor.
(2)
Tick mark not used.
(3)
Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.
(4)
Percentages are based on SLP's net assets (in thousands) of $8,078 as of December 31, 2025.
(5)
Tick mark not used.
(6)
Tick mark not used.
(7)
Loan was on non-accrual status as of December 31, 2025.
(8)
Tick mark not used.
(9)
The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted.
(10)
Tick mark not used.
(11)
Tick mark not used.
(12)
Assets or a portion thereof are pledged as collateral for the 2018-1 Issuer.
(13)
Tick mark not used.
(14)
Non-income producing.
(15)
Loan includes interest rate floor of 1.00%.
(16)
Loan includes interest rate floor of 0.75%.
(17)
Loan includes interest rate floor of 0.50%.
(18)
Loan includes interest rate floor of 0.00%.
(19)
Security valued using unobservable inputs (Level 3).
(20)
Tick mark not used.
(21)
Tick mark not used.
(22)
Tick mark not used.
(23)
Tick mark not used.
(24)
Loan includes interest rate floor of 1.25%.
(25)
Tick mark not used.
(26)
Denotes that all or a portion of the debt investment includes PIK interest during the period.
(27)
Tick mark not used.
(28)
Tick mark not used.
(29)
Tick mark not used.
(30)
Cash equivalents include $122,290 of restricted cash.
(31)
Loan includes interest rate floor of 2.00%.
(32)
Loan includes interest rate floor of 1.50%.
(33)
Tick mark not used.
(34)
Assets or a portion thereof are pledged as collateral for the 2023-1 Issuer.
(35)
Assets or a portion thereof are pledged as collateral for the 2024-1 Issuer.
(36)
Assets or a portion thereof are pledged as collateral for the 2025-1 Issuer.
97
Below is the financial information for SLP:
Selected Balance Sheet Information
As of
As of
March 31, 2026
December 31, 2025
ASSETS
Investments at fair value (amortized cost of $1,621,818 and $1,556,187, respectively)
$
1,599,077
$
1,536,252
Cash and cash equivalents
3,563
1,964
Restricted cash and cash equivalents
46,496
125,753
Prepaid expenses
3,657
3,773
Interest receivable on investments
13,934
12,658
Receivable for sales and paydowns of investments
3,975
3,976
Total assets
$
1,670,702
$
1,684,376
LIABILITIES
Debt (net of unamortized debt issuance costs of $9,778 and $10,022, respectively)
$
1,295,472
$
1,295,228
Subordinated notes payable to members
333,829
315,859
Interest payable on debt
15,444
21,951
Interest payable on subordinated notes payable to members
8,911
8,690
Payable for investments purchased
1,990
25,455
Distributions payable to members
6,569
6,785
Accounts payable and accrued expenses
3,070
2,330
Total liabilities
$
1,665,285
$
1,676,298
EQUITY
Members’ equity
5,417
8,078
Total Members' equity
$
5,417
$
8,078
Total liabilities and members’ equity
$
1,670,702
$
1,684,376
Selected Statement of Operations Information
For the Three Months Ended
March 31, 2026
March 31, 2025
Investment income
Interest income
$
37,752
$
38,112
Total investment income
37,752
38,112
Expenses
Interest and debt financing expenses
19,993
22,585
Interest expense on subordinated notes payable to members
8,910
7,331
Professional fees and other expenses
2,396
2,203
Total expenses
31,299
32,119
Net investment income
6,453
5,993
Net realized and unrealized gains (losses)
Net realized gain (loss) on investments
261
(4,517
)
Net change in unrealized appreciation on members subordinated notes
—
24,130
Net change in unrealized appreciation (depreciation) on investments
(2,806
)
(1,999
)
Total net gain (loss)
(2,545
)
17,614
Net increase from operations
3,908
23,607
Net increase in members' equity from operations
$
3,908
$
23,607
98
Legacy Corporate Lending HoldCo, LLC
Legacy Corporate Lending HoldCo, LLC and its subsidiaries (“Legacy Corporate Lending”) are principally focused on providing highly customized revolver and term loans and other financial solutions to lower mid-market businesses. The following table shows unaudited summarized financial information for Legacy Corporate Lending:
For the Three Months Ended March 31,
2026
2025
Net revenue
$
5,721
$
4,337
Net operating income
407
1,081
Earnings before taxes
407
1,081
Net profit
834
1,022
Note 4. Fair Value Measurements
Fair Value Disclosures
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of March 31, 2026, according to the fair value hierarchy:
Includes debt and equity investment in ISLP and SLP.
(2)
In accordance with ASC Subtopic 820-10, Fair Value Measurements and Disclosures, or ASC 820-10, certain investments are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and have not been classified in the fair value hierarchy.
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2025, according to the fair value hierarchy:
Includes debt and equity investments in ISLP and SLP.
(2)
In accordance with ASC Subtopic 820‑10, Fair Value Measurements and Disclosures, or ASC 820‑10, certain investments are measured using the net asset value per share (or its equivalent) as a practical expedient for fair value, and have not been classified in the fair value hierarchy.
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2026:
First Lien
Second Lien
Subordinated
Senior
Senior
Notes in
Secured
Secured
Subordinated
Preferred
Equity
Investment
Total
Loans
Loans
Debt
Equity
Interests
Warrants
Vehicles (1)
Investments
Balance as of January 1, 2026
$
1,591,538
$
30,020
$
95,687
$
157,244
$
219,124
$
1,045
$
348,654
$
2,443,312
Purchases of investments and other adjustments to cost
222,532
—
—
4,003
280
—
8,985
235,800
Paid-in-kind interest income
4,290
—
2,745
350
—
—
—
7,385
Net accretion of discounts (amortization of premiums)
1,539
28
175
3
—
—
—
1,745
Principal repayments and sales of investments
(182,991
)
—
(13,725
)
—
(58,387
)
—
—
(255,103
)
Net change in unrealized appreciation on investments
(13,273
)
21
(3,686
)
3,500
9,239
(277
)
—
(4,476
)
Net realized gain (loss) on investments
316
—
525
—
(10,470
)
—
—
(9,629
)
Balance as of March 31, 2026
$
1,623,951
$
30,069
$
81,721
$
165,100
$
159,786
$
768
$
357,639
$
2,419,034
Change in unrealized appreciation attributable to investments still held at March 31, 2026
$
(13,224
)
$
21
$
(3,065
)
$
3,500
$
(1,757
)
$
(277
)
$
—
$
(14,802
)
(1)
Represents debt investment in ISLP and SLP.
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the three months ended March 31, 2026,transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the three months ended March 31, 2026, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
100
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2025:
First Lien
Second Lien
Subordinated
Senior
Senior
Notes in
Secured
Secured
Subordinated
Preferred
Equity
Investment
Total
Loans
Loans
Debt
Equity
Interests
Warrants
Vehicles (1)
Investments
Balance as of January 1, 2025
$
1,543,286
$
30,104
$
53,350
$
170,876
$
219,210
$
628
$
337,224
$
2,354,678
Purchases of investments and other adjustments to cost
1,170,550
9,670
29,393
33,316
14,528
—
23,500
1,280,957
Paid-in-kind interest
19,831
—
10,159
3,891
—
—
—
33,881
Net accretion of discounts (amortization of premiums)
4,875
64
203
3
(6
)
—
—
5,139
Principal repayments and sales of investments
(1,132,193
)
(9,597
)
—
(63,294
)
(26,091
)
—
—
(1,231,175
)
Net change in unrealized appreciation on investments
(2,937
)
18,817
(2,486
)
6,442
19,865
417
(12,070
)
28,048
Net realized gain (loss) on investments
(11,874
)
(19,038
)
—
11,078
(8,382
)
—
—
(28,216
)
Reclassifications
—
—
5,068
(5,068
)
—
—
—
—
Balance as of December 31, 2025
$
1,591,538
30,020
95,687
157,244
219,124
1,045
348,654
$
2,443,312
Change in unrealized appreciation attributable to investments still held at December 31, 2025
$
(14,211
)
$
(62
)
$
(2,581
)
$
13,107
$
15,856
$
417
$
(12,070
)
$
456
(1)
Represents debt investment in ISLP and SLP.
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the year ended December 31, 2025, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the year ended December 31, 2025, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
Significant Unobservable Inputs
ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.
101
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of March 31, 2026 were as follows:
As of March 31, 2026
Significant
Fair Value of
Unobservable
Range of Significant
Level 3 Assets (1)
Valuation Technique
Inputs
Unobservable Inputs (3)
Weighted Average (2)
First Lien Senior Secured Loans
$
1,433,213
Discounted cash flows
Comparative Yields
6.1
%
—
28.4
%
11.0%
First Lien Senior Secured Loans
96,956
Comparable company multiple
EBITDA Multiple
6.8
x
—
11.5
x
8.8x
First Lien Senior Secured Loans
5,891
Comparable company multiple
Revenue Multiple
0.3
x
—
1.1
x
1.1x
First Lien Senior Secured Loans
12,052
Collateral coverage
Recovery Rate
—
100.0%
Second Lien Senior Secured Loans
30,069
Discounted cash flows
Comparative Yields
13.0
%
—
13.6
%
13.3%
Subordinated Notes in Investment Vehicles
357,639
Collateral coverage
Recovery Rate
93.3
%
—
100.0
%
96.9%
Subordinated Debt
81,721
Discounted cash flows
Comparative Yields
13.2
%
—
21.4
%
19.4%
Equity Interests
49,130
Discounted cash flows
Discount Rate
—
13.4%
Equity Interests
95,840
Comparable company multiple
EBITDA Multiple
3.8
x
—
24.0
x
12.5x
Equity Interests
7,647
Comparable company multiple
Revenue Multiple
3.8
x
—
34.5
x
12.7x
Equity Interests
5,860
Comparable company multiple
Book Value Multiple
—
1.0x
Preferred Equity
26,834
Comparable company multiple
EBITDA Multiple
6.3
x
—
23.0
x
10.7x
Preferred Equity
50,092
Comparable company multiple
Revenue Multiple
3.8
x
—
10.1
x
7.5x
Preferred Equity
73,309
Comparable company multiple
Book Value Multiple
—
1.0x
Preferred Equity
11,100
Discounted cash flows
Comparative Yields
13.6
%
—
18.8
%
16.9%
Preferred Equity
3,765
Discounted cash flows
Discount Rate
—
13.0%
Warrants
35
Comparable company multiple
Revenue Multiple
—
3.5x
Warrants
733
Discounted cash flows
Discount Rate
—
25.0%
Total investments
$
2,341,886
(1)
Included within the Level 3 assets of$2,419,034 is an amount of $77,148 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).
(2)
Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.
(3)
The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of March 31, 2026. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The comparable company multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
102
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2025 were as follows:
As of December 31, 2025
Significant
Fair Value of
Unobservable
Range of Significant
Level 3 Assets (1)
Valuation Technique
Inputs
Unobservable Inputs (3)
Weighted Average (2)
First Lien Senior Secured Loans
$
1,425,578
Discounted cash flows
Comparative Yields
5.3
%
—
19.5
%
10.7%
First Lien Senior Secured Loans
74,416
Comparable company multiple
EBITDA Multiple
7.5
x
—
13.7
x
9.6x
First Lien Senior Secured Loans
4,454
Comparable company multiple
Revenue Multiple
—
0.7x
First Lien Senior Secured Loans
12,052
Collateral coverage
Recovery Rate
—
100.0%
Second Lien Senior Secured Loans
30,020
Discounted cash flows
Comparative Yields
12.9
%
—
13.1
%
13.0%
Subordinated Notes in Investment Vehicles
348,654
Collateral coverage
Recovery Rate
92.9
%
—
100.0
%
96.8%
Subordinated Debt
95,086
Discounted cash flows
Comparative Yields
11.5
%
—
21.5
%
18.3%
Equity Interests
47,423
Discounted cash flows
Discount Rate
—
13.4%
Equity Interests
97,564
Comparable company multiple
EBITDA Multiple
4.0
x
—
26.0
x
12.8x
Equity Interests
12,675
Comparable company multiple
Revenue Multiple
5.0
x
—
33.0
x
11.0x
Equity Interests
1,287
Comparable company multiple
Book Value Multiple
—
1.0x
Preferred Equity
27,328
Comparable company multiple
EBITDA Multiple
6.3
x
—
16.5
x
10.8x
Preferred Equity
50,135
Comparable company multiple
Revenue Multiple
3.5
x
—
10.9
x
7.9x
Preferred Equity
68,748
Comparable company multiple
Book Value Multiple
—
1.0x
Preferred Equity
7,037
Discounted cash flows
Comparative Yields
—
13.0%
Warrants
344
Comparable company multiple
Revenue Multiple
—
3.8x
Warrants
701
Discounted cash flows
Discount Rate
—
25.0%
Total investments
$
2,303,502
(1)
Included within the Level 3 assets of $2,443,312 is an amount of $139,810 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).
(2)
Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.
(3)
The range for an asset category consisting of a single investment, if any, is not meaningful and therefore has been excluded.
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2025. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The comparable company multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
103
Debt Not Carried at Fair Value
Fair value is estimated by using market quotations or discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, the fair value and level would have been as follows:
As of
Level
March 31, 2026
December 31, 2025
2019-1 Debt
2
$
270,957
$
272,182
March 2026 Notes
2
—
298,926
October 2026 Notes
2
295,288
295,222
March 2030 Notes
2
339,944
350,538
March 2031 Notes
2
335,284
—
Sumitomo Credit Facility
3
195,000
251,000
Total Debt
$
1,436,473
$
1,467,868
Note 5. Related Party Transactions
Investment Advisory Agreement
The Company entered into the first amended and restated investment advisory agreement as of November 14, 2018 (the “Prior Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. On November 28, 2018, the Board, including a majority of the Independent Directors, approved a second amended and restated advisory agreement (the “Amended Advisory Agreement”) between the Company and the Advisor. On February 1, 2019, stockholders approved the Amended Advisory Agreement which replaced the Prior Advisory Agreement.
Base Management Fee
The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated. Effective February 1, 2019, the Base Management Fee has been revised to a tiered management fee structure so that the Base Management Fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio down to 200%, but a lower Base Management Fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.
For the three months ended March 31, 2026 and 2025, management fees were $9.1 millionand$9.1 million, respectively.
As of March 31, 2026 and December 31, 2025, $9.1 million and $9.4 million, respectively, remained payable related to the Base Management Fee accrued in base management fee payable on the Consolidated Statements of Assets and Liabilities.
Incentive Fee
The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.
The first part, the Incentive Fee based on income is calculated and payable quarterly in arrears as detailed below.
The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.
104
Incentive Fee on Pre-Incentive Fee Net Investment Income
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 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.
Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.
The incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”
Pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our common stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.
The quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
The incentive fee based on income for each calendar quarter is determined as follows:
(i)
No incentive fee based on income is payable to the Advisor for any calendar quarter for which there is no Excess Income Amount;
(ii)
100% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount, but is less than or equal to an amount, which the Company refers to as the “Catch-up Amount,” determined as the sum of 1.8182% multiplied by our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters; and
(iii)
17.5% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.
Incentive Fee Cap
The incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve
105
Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.
For the three months ended March 31, 2026 and 2025, the Company incurred $5.6 millionand $2.2 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the Consolidated Statements of Operations.
As of March 31, 2026 and December 31, 2025, there was $5.6 million and $5.9 million, respectively, related to the income incentive fee accrued in incentive fee payable on the Consolidated Statements of Assets and Liabilities.
The Amended Advisory Agreement approved by Stockholders on February 1, 2019 incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
Annual Incentive Fee Based on Capital Gains
The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals to 17.5% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal to 17.5% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.
There were no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of March 31, 2026 and December 31, 2025.
US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Amended Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.
For the three months ended March 31, 2026 and 2025, the Company accrued $0.0 million and $0.0 million, respectively, of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the Consolidated Statements of Assets and Liabilities, respectively.
Administration Agreement
The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator
106
has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board.
The Company incurred expenses related to the Administrator of $0.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, respectively, there were $0.6 million and $0.6 million related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the Consolidated Statements of Assets and Liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.
Resource Sharing Agreement
The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.
The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.
Co-Investments
The Company will invest alongside its affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order the Company received from the SEC on December 23, 2025 (the “Order”). Under the terms of the Order, a majority of the Independent Directors must reach certain conclusions in connection with certain co-investment transactions (e.g., in the case of follow-on investments in an existing issuer in which affiliates, but not the Company, have an existing investment, and non-pro rata follow-on investments in, and dispositions of, securities of an existing issuer), including that: (i) the terms of the proposed transaction are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned; and (ii) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s then-current investment objectives and strategies. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
Related Party Commitments
An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. These investors held 11,822,432.66 and 11,822,432.66 shares of the Company at March 31, 2026 and December 31, 2025, respectively.
107
Non-Controlled/Affiliate and Controlled Affiliate Investments
Transactions during the three months ended March 31, 2026 in which the issuer was either an Affiliated Person, as defined in the 1940 Act, or an Affiliated Person that the Company is deemed to control are as follows:
SG Global Midco Limited First Lien Senior Secured Loan
3
—
—
—
—
3
—
—
Surrey Bidco Limited First Lien Senior Secured Loan (1)
22
—
—
(22
)
—
—
—
—
Voltaire Topco Limited Equity Interest (1)
—
—
—
—
—
—
—
—
Total Controlled affiliate investment
$
584,470
$
12,588
$
(53,307
)
$
4,870
$
(13,448
)
$
535,173
$
16,018
$
—
Total
$
603,144
$
12,588
$
(53,307
)
$
5,360
$
(13,448
)
$
554,337
$
16,020
$
21
(1) Non-income producing.
108
Transactions during the year ended December 31, 2025 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to control are as follows:
Fair Value
Fair Value
as of
Change in
Realized
as of
Dividend,
December 31,
Gross
Gross
Unrealized
Gains
December 31,
Interest, and
Other
Portfolio Company
2024
Additions
Reductions
Appreciation
(Losses)
2025
PIK Income
Income
Non-Controlled/affiliate investment
ADT Pizza, LLC Equity Interest (1)
$
8,429
$
—
$
(3,361
)
$
(5,068
)
$
—
$
—
$
—
$
3
Ansett Aviation Training First Lien Senior Secured Loan
SG Global Midco Limited First Lien Senior Secured Loan (1)
—
3
—
—
—
3
—
—
Surrey Bidco Limited First Lien Senior Secured Loan (1)
—
76
—
(54
)
—
22
—
—
Voltaire Topco Limited Equity Interest (1)
—
—
—
—
—
—
—
—
Total Controlled affiliate investment
$
581,714
$
47,587
$
(29,639
)
$
(15,192
)
$
—
$
584,470
$
55,593
$
—
Total
$
657,447
$
52,866
$
(89,924
)
$
(2,486
)
$
(14,759
)
$
603,144
$
55,758
$
118
(1) Non-income producing.
109
Note 6. Debt
In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2026 and December 31, 2025, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 174.6% and 175.9%, respectively.
The Company’s outstanding borrowings as of March 31, 2026 and December 31, 2025 were as follows:
As of March 31, 2026
As of December 31, 2025
Total Aggregate
Principal
Total Aggregate
Principal
Principal Amount
Amount
Carrying
Principal Amount
Amount
Carrying
Committed
Outstanding
Value (1)
Committed
Outstanding
Value (1)
2019-1 Debt
$
272,000
$
272,000
$
270,265
$
272,000
$
272,000
$
270,224
March 2026 Notes
—
—
—
300,000
300,000
299,786
October 2026 Notes
300,000
300,000
299,264
300,000
300,000
298,926
March 2030 Notes (2)
350,000
350,000
348,530
350,000
350,000
350,860
March 2031 Notes (2)
350,000
350,000
341,598
—
—
—
Sumitomo Credit Facility
855,000
195,000
195,000
855,000
251,000
251,000
Total Debt
$
2,127,000
$
1,467,000
$
1,454,657
$
2,077,000
$
1,473,000
$
1,470,796
(1)
Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.
(2)
The carrying value of the March 2030 Notesand March 2031 Notes includes the effective portion of the fair value of the interest rate swap, as further discussed in Note 7, Derivatives, to these Consolidated Financial Statements.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and year ended December 31, 2025 was 4.6% and 4.8%, respectively.
The combined weighted average borrowings outstanding for the three months ended March 31, 2026 and year ended December 31, 2025 were $1.6 billion and $1.5 billion, respectively.
The following table shows the contractual maturities of our debt obligations as of March 31, 2026:
Payments Due by Period
Less than
More than
Total
1 year
1 — 3 years
3 — 5 years
5 years
2019-1 Debt
$
272,000
$
—
$
—
$
—
$
272,000
October 2026 Notes
300,000
300,000
—
—
—
March 2030 Notes
350,000
—
—
350,000
—
March 2031 Notes
350,000
—
—
350,000
—
Sumitomo Credit Facility
195,000
—
—
195,000
—
Total Debt Obligations
$
1,467,000
$
300,000
$
—
$
895,000
$
272,000
110
2019‑1 Debt
On August 28, 2019, the Company, through BCC Middle Market CLO 2019‑1 LLC (the “2019‑1 Issuer”), a Cayman Islands limited liability company and a wholly-owned and consolidated subsidiary of the Company, and BCC Middle Market CLO 2019‑1 Co-Issuer, LLC (the “Co-Issuer” and, together with the 2019-1 Issuer, the “Co-Issuers”), a Delaware limited liability company, completed its $501.0 million term debt securitization (the “2019‑1 CLO Transaction”). The notes issued in connection with the 2019‑1 CLO Transaction (the “2019‑1 Notes”) are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans, the majority of which are senior secured loans (the “2019‑1 Portfolio”). The Co-Issuers also issued Class A‑1L Loans (the “Loans” and, together with the 2019‑1 Notes, the “2019‑1 Debt”). The Loans are also secured by the 2019‑1 Portfolio. At the 2019‑1 Portfolio closing date, the 2019‑1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2019‑1 CLO Transaction.
On November 30, 2021, the Co-Issuers refinanced the 2019‑1 CLO Transaction through a private placement of $410 million of senior secured and senior deferrable notes consisting of: (i) $282.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.50% per annum; (ii) $55 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.00% per annum; (iii) $47.5 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.60% per annum; and (iv) $25.0 million of Class C-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.75% per annum (collectively, the “2019‑1 CLO Reset Notes”). As part of the transactions, the 2019-1 Issuer was redomiciled from Cayman to Jersey. The 2019‑1 CLO Reset Notes are scheduled to mature on October 15, 2033 and the reinvestment period ends October 15, 2025. The Company retained $32.5 million of the Class B-R Notes and $25.0 million of the Class C-R Notes. The retained notes by the Company are eliminated in consolidation. The transaction resulted in a realized loss on the extinguishment of debt of $2.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2019-1 Issuer under the 2019-1 CLO Transaction are non-recourse to the Company.
On June 15, 2023, the Company entered into a Second Supplemental Indenture (“2019-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LTD, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2019-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
On July 2, 2025, the Co-Issuers refinanced the 2019‑1 CLO Reset Notes through a $430.3 million term debt securitization in the form of a collateralized loan obligation (the “CLO Reset Transaction”). The CLO Reset Transaction was executed through the issuance by the Co-Issuers of the following classes of notes pursuant to that certain second amended and restated indenture: (i) $232.0 million of Class A-1-RR Senior Secured Floating Rate Notes, which bear interest at the three-month SOFR plus 1.45%; (ii) $16.0 million of Class A-2-RR Senior Secured Floating Rate Notes, which bear interest at the three-month SOFR plus 1.60%; (iii) $24.0 million of Class A-3-RR Senior Secured Floating Rate Notes, which bear interest at the three-month SOFR plus 1.85%; (iv) $32.0 million of Class B-RR Secured Deferrable Floating Rate Notes, which bear interest at the three-month SOFR plus 2.35%; and (v) $24.0 million of Class C-RR Secured Deferrable Floating Rate Notes, which bear interest at the three-month SOFR plus 3.35% (collectively, the “2019-1 CLO Replacement Notes”). The 2019-1 CLO Replacement Notes will mature on July 15, 2036 and the reinvestment period ends April 15, 2027. As of March 31, 2026, the Company retained $32.0 million of the Class B-RR Notes and $24.0 million of the Class C-RR Notes. The retained notes by the Company are eliminated in consolidation. Additionally, the Company holds $102.3 million in membership interests in the 2019-1 Issuer (“Membership Interests”). 100% of the Membership Interests are retained by the Company and eliminated in consolidation. The obligations of the 2019-1 Issuer under the 2019-1 CLO Transaction are non-recourse to the Company.
The 2019‑1 CLO Replacement Notes was executed through a private placement of the following 2019‑1 Debt:
Interest rate at
2019-1 Debt
Principal Amount
Spread above Index
March 31, 2026
Class A-1-RR Notes
$
232,000
1.45
% + 3 Month SOFR
5.12
%
Class A-2-RR Notes
16,000
1.60
% + 3 Month SOFR
5.27
%
Class A-3-RR Notes
24,000
1.85
% + 3 Month SOFR
5.52
%
Total 2019-1 Debt
$
272,000
The Company serves as portfolio manager of the 2019‑1 Issuer pursuant to a portfolio management agreement between the Company and the 2019-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.
111
During the reinvestment period, pursuant to the indenture and loan agreement governing the 2019‑1 Notes and Loans, respectively, all principal collections received on the underlying collateral may be used by the 2019‑1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2019‑1 Issuer and in accordance with the 2019‑1 Issuer investment strategy and the terms of the indenture and loan agreement, as applicable.
The Company has agreed to hold on an ongoing basis the membership interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2019‑1 Co-Issuers for so long as the 2019‑1 Debt remains outstanding.
The 2019‑1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2019‑1 Issuer.
As of March 31, 2026, there were 52 first lien senior secured loans with a total fair value of approximately $395.7 million and cash of $11.7 million securing the 2019-1 Debt. As of December 31, 2025, there were 48 first lien senior secured loans with a total fair value of approximately $380.6 million and cash of $26.8 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of March 31, 2026, the Company was in compliance with its covenants related to the 2019-1 Debt.
Costs incurred in connection with the offering of the 2019‑1 CLO Reset Notes and the 2019‑1 CLO Replacement Notes have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019‑1 Debt on the Consolidated Statements of Assets and Liabilities and are being amortized over the life using the effective interest method. The balance of the unamortized debt issuance costs was $1.7 million and $1.8 million as of March 31, 2026 and December 31, 2025, respectively.
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:
For the Three Months Ended March 31,
2026
2025
Borrowing interest expense
$
3,556
$
5,509
Unused facility fee
—
—
Amortization of deferred financing costs and upfront commitment fees
41
32
Total interest and debt financing expenses
$
3,597
$
5,541
March 2026 Notes
On March 10, 2021, the Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.95% notes due 2026 (the “March 2026 Notes”).
The March 2026 Notes matured on March 10, 2026. The March 2026 Notes bore interest at a rate of 2.95% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The March 2026 Notes were general unsecured obligations of the Company that ranked senior in right of payment to all of the Company’s then existing and future indebtedness that was expressly subordinated in right of payment to the March 2026 Notes, ranked pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, ranked effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secured) to the extent of the value of the assets securing such indebtedness, and ranked structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company in connection with the issuance of the March 2026 Notes were approximately $294.3 million, after deducting the underwriting discounts and commissions of $4.4 million and offering expenses of $1.3 million.
112
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the March 2026 Notes were as follows:
March 31, 2026
December 31, 2025
Principal amount of debt
$
—
$
300,000
Unamortized debt issuance cost
—
(122
)
Original issue discount, net of accretion
—
(92
)
Carrying value of March 2026 Notes
$
—
$
299,786
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the March 2026 Notes were as follows:
For the Three Months Ended March 31,
2026
2025
Borrowing interest expense
$
1,696
$
2,213
Amortization of debt issuance cost
122
160
Accretion of original issue discount
92
118
Total interest and debt financing expenses
$
1,910
$
2,491
October 2026 Notes
On October 13, 2021, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Second Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.55% notes due 2026 (the “October 2026 Notes”).
The October 2026 Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The October 2026 Notes bear interest at a rate of 2.55% per year payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The October 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the October 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $293.1 million, after deducting the underwriting discounts and commissions of $6.2 million and offering expenses of $0.7 million.
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the October 2026 Notes were as follows:
March 31, 2026
December 31, 2025
Principal amount of debt
$
300,000
$
300,000
Unamortized debt issuance cost
(392
)
(572
)
Original issue discount, net of accretion
(344
)
(502
)
Carrying value of October 2026 Notes
$
299,264
$
298,926
113
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the October 2026 Notes were as follows:
For the Three Months Ended March 31,
2026
2025
Borrowing interest expense
$
1,913
$
1,913
Amortization of debt issuance cost
180
181
Accretion of original issue discount
158
157
Total interest and debt financing expenses
$
2,251
$
2,251
Sumitomo Credit Facility
On December 24, 2021, the Company entered into a senior secured revolving credit agreement (as amended to date, the “Sumitomo Credit Agreement” or the “Sumitomo Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. The Credit Agreement is effective as of December 24, 2021.
The facility amount under the Sumitomo Credit Agreement is $300.0 million with an accordion provision to permit increases to the total facility amount up to $1.0 billion. Proceeds of the loans under the Sumitomo Credit Agreement may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Sumitomo Credit Agreement. The original maturity date was December 24, 2026.
On July 6, 2022, the Company entered into the First Amendment to the Sumitomo Credit Agreement. The First Amendment provides for an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $300.0 million to $385.0 million. The First Amendment also replaced the LIBOR benchmark provisions under the Sumitomo Credit Agreement with SOFR benchmark provisions, including applicable credit spread adjustments.
On July 22, 2022, the Company entered into the Increasing Lender/Joinder Lender Agreement (the “Joinder Agreement”), dated as of July 22, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $385.0 million to $485.0 million.
On August 24, 2022, the Company entered into the Second Amendment, which provides for, among other things, an upsize in the total commitments from lenders under the Sumitomo Credit Agreement from $485.0 million to $635.0 million.
On December 14, 2022, the Company entered into a second Increasing Lender/Joinder Lender Agreement (the “Second Joinder Agreement”), dated as of December 14, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Second Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $635.0 million to $665.0 million.
On May 20, 2024, the Company entered into the Third Amendment to the Sumitomo Credit Agreement (the “Third Amendment”). The Third Amendment provides for, among other things, (i) an extension of the revolver availability period from December 24, 2025 to May 19, 2028, (ii) an extension of the scheduled maturity date from December 24, 2026 to May 18, 2029, (iii) the conversion of a portion of the existing revolver availability into term loan availability, (iv) an upsize in the total facility amount from $665,000,000 to $855,000,000, (v) an increase in the accordion provision to permit increases to a total facility amount of up to $1,500,000,000, (vi) the reduction of the credit adjustment spread for term benchmark loans denominated in Dollars, from 0.10% for one-month tenor loans, 0.15% for three-month tenor loans and 0.25% for six-month tenor loans to 0.10% for all loan tenors, and (vii) the joinder of new lenders to the Sumitomo Credit Agreement.
Interest under the Sumitomo Credit Agreement for (i) loans for which the Company elects the base rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at an “alternate base rate” (which is the greater of zero and the highest of (a) the prime rate as published in the print edition of The Wall Street Journal, Money Rates Section, (b) the federal funds effective rate plus 0.5% and (c) the one-month Eurocurrency rate plus 1% per annum) plus 0.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, the alternate base rate plus 0.875% per annum; (ii) loans for which the Company elects the Eurocurrency option, (A) if the borrowing base is equal to or greater
114
than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.875% per annum; and (iii) loans for which the Company elects the risk-free-rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.8693% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.9943% per annum. The Company pays a commitment fee of 37.5 basis points (0.375%) on the average daily unused amount of the dollar commitment.
The Sumitomo Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of March 31, 2026,the Company was in compliance with its covenants related to the Sumitomo Credit Facility.
As of March 31, 2026 and December 31, 2025, there were $195.0 million and $251.0 million of borrowings under the Sumitomo Credit Facility.
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the Sumitomo Credit Facility were as follows:
For the Three Months Ended March 31,
2026
2025
Borrowing interest expense
$
2,484
$
4,456
Unused facility fee
642
544
Accretion of original issue discount
259
258
Total interest and debt financing expenses
$
3,385
$
5,258
March 2030 Notes
On February 6, 2025, the Company and the Trustee entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Third Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 5.95% notes due 2030 (the “March 2030 Notes”).
The March 2030 Notes will mature on March 15, 2030 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2030 Notes bear interest at a rate of 5.95% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. The March 2030 Notes are general unsecured obligations of the Company that rank senior in right of payment to all the Company's existing and future indebtedness that is expressly subordinated in right of payment to the March 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $341.4 million, after deducting the underwriting discounts and commissions of $7.5 million and offering expenses of $1.1 million.
In connection with the March 2030 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the March 2030 Notes, the Company receives a fixed interest rate of 5.95% per annum receivable semiannually on March 15 and September 15 of each year, and pays a floating interest rate of SOFR + 1.90% per annum payable quarterly on March 15, June 15, September 15, and December 15 of each year, on $350 million of the March 2030 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives” for additional detail.
115
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the March 2030 Notes were as follows:
March 31, 2026
December 31, 2025
Principal amount of debt
$
350,000
$
350,000
Unamortized debt issuance cost
(3,552
)
(3,773
)
Original issue discount, net of accretion
(3,081
)
(3,273
)
Effective interest rate swap hedge
5,163
7,906
Carrying value of March 2030 Notes
$
348,530
$
350,860
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the March 2030 Notes were as follows:
For the Three Months Ended March 31,
2026
2025
Borrowing interest expense
$
5,206
$
3,124
Amortization of debt issuance cost
221
130
Accretion of original issue discount
192
113
Interest rate swaps
(264
)
74
Hedged items
(45
)
(78
)
Total interest and debt financing expenses
$
5,310
$
3,363
March 2031 Notes
On January 29, 2026, the Company and the Trustee entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Base Indenture (the Base Indenture together with the Fourth Supplemental Indenture, the “New Indenture”). The Fourth Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 5.95% notes due 2031 (the “March 2031 Notes”).
The March 2031 Notes will mature on March 1, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the New Indenture. The March 2031 Notesbear interest at a rate of 5.95% per year payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2026. The March 2031 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2031 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $341.7 million, after deducting the underwriting discounts and commissions of $7.2 million and offering expenses of $1.1 million.
In connection with the March 2031 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the March 2031 Notes, the Company receives a fixed interest rate of 5.95% per annum receivable semiannually on March 1 and September 1 of each year, and pays a floating interest rate of SOFR + 2.28% per annum payable quarterly on March 1, June 1, September 1, and December 1 of each year, on $350 million of the March 2031 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives” for additional detail.
116
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the March 2031 Notes were as follows:
March 31, 2026
December 31, 2025
Principal amount of debt
$
350,000
$
—
Unamortized debt issuance cost
(4,435
)
—
Original issue discount, net of accretion
(3,605
)
—
Effective interest rate swap hedge
(362
)
—
Carrying value of March 2031 Notes
$
341,598
$
—
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the March 2031 Notes were as follows:
For the Three Months Ended March 31,
2026
2025
Borrowing interest expense
$
3,587
$
—
Amortization of debt issuance cost
151
—
Accretion of original issue discount
122
—
Interest rate swaps
2
—
Hedged items
(63
)
—
Total interest and debt financing expenses
$
3,799
$
—
Note 7. Derivatives
In the normal course of business, the Company enters into derivative financial instruments to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures. The fair value of derivative contracts open as of March 31, 2026 and December 31, 2025 is included on the consolidated schedules of investments by contract.
The Company presents derivatives on a net basis by counterparty on the Consolidated Statements of Assets and Liabilities. The Company has elected not to offset assets and liabilities in the Consolidated Statements of Assets and Liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of March 31, 2026:
117
Net amount of
Gross amount of
assets or
Gross amount of
(liabilities)
(liabilities)
Account in the
assets on the
on the
presented on the
consolidated
consolidated
consolidated
consolidated
statements of
statements of
statements of
statements of
Cash Collateral
assets
assets and
assets and
assets and
paid
Net
Counterparty
and liabilities
liabilities
liabilities
liabilities
(received) (1)
Amounts (2)
Bank of New York
Unrealized depreciation on forward currency contracts
$
1,039
$
(2,097
)
$
(1,058
)
$
1,058
$
—
BNP Paribas
Unrealized depreciation on forward currency contracts
$
187
$
(1,037
)
$
(850
)
$
850
$
—
US Bank
Unrealized appreciation on forward currency contracts
$
511
$
(291
)
$
220
$
—
$
220
Wells Fargo
Unrealized depreciation on forward currency contracts
$
472
$
(1,303
)
$
(831
)
$
—
$
(831
)
Citibank
Unrealized appreciation on forward currency contracts
$
4
$
—
$
4
$
—
$
4
Wells Fargo
Interest rate swap
$
5,278
$
—
$
5,278
$
(4,760
)
$
518
BNP Paribas
Interest rate swap
$
—
$
(299
)
$
(299
)
$
120
$
(179
)
(1)
Amount excludes excess cash collateral paid or received.
(2)
Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.
The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of December 31, 2025:
Net amount of
Gross amount of
assets or
Gross amount of
(liabilities)
(liabilities)
Account in the
assets on the
on the
presented on the
consolidated
consolidated
consolidated
consolidated
statements of
statements of
statements of
statements of
Cash Collateral
assets
assets and
assets and
assets and
paid
Net
Counterparty
and liabilities
liabilities
liabilities
liabilities
(received) (1)
Amounts (2)
Bank of New York
Unrealized depreciation on forward currency contracts
$
134
$
(4,353
)
$
(4,219
)
$
4,219
$
—
BNP Paribas
Unrealized depreciation on forward currency contracts
$
—
$
(1,927
)
$
(1,927
)
$
—
$
(1,927
)
US Bank
Unrealized depreciation on forward currency contracts
$
45
$
(1,082
)
$
(1,037
)
$
1,037
$
—
Wells Fargo
Unrealized depreciation on forward currency contracts
$
23
$
(1,901
)
$
(1,878
)
$
—
$
(1,878
)
Wells Fargo
Interest rate swap
$
7,976
$
—
$
7,976
$
(7,976
)
$
—
(1)
Amount excludes excess cash collateral paid or received.
(2)
Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.
For the three months ended March 31, 2026 and 2025, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $199.5 million and $146.3 million, respectively, and the average notional exposure for interest rate swaps was $525.0 million and $175 million, respectively.
The effect of transactions in derivative instruments to the Consolidated Statements of Operations during the three months ended March 31, 2026 and 2025 was as follows:
For the Three Months Ended March 31,
2026
2025
Net realized gain (loss) on forward currency exchange contracts
$
(2,989
)
$
(2,405
)
Net change in unrealized appreciation on forward currency exchange contracts
6,546
(2,073
)
Total net realized and unrealized gain (loss) on forward currency exchange contracts
$
3,557
$
(4,478
)
118
Included in total net gains (losses) on the Consolidated Statements of Operations are net gains (losses) of ($2.9) million and $4.3 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2026 and 2025, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of$3.6 millionand ($4.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.7 million and ($0.2) million for the three months ended March 31, 2026 and 2025, respectively.
The Company's interest rate swaps have been designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three months ended March 31, 2026 and 2025, for the Company’s interest rate swap, are in the following locations in the Consolidated Statement of Operations:
For the Three Months Ended March 31,
Financial Statement Location
2026
2025
Interest rate swaps
$
(262
)
$
74
Interest and debt financing expenses
Hedged items
(108
)
(78
)
Interest and debt financing expenses
Note 8. Distributions
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2026:
Amount
Total
Date Declared
Record Date
Payment Date
Per Share
Distributions
February 26, 2026
March 16, 2026
March 30, 2026
$
0.42
$
27,245
Total distributions declared
$
0.42
$
27,245
The distributions declared during the three months ended March 31, 2026 were derived from investment company taxable income and net capital gain, if any.
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025:
Amount
Total
Date Declared
Record Date
Payment Date
Per Share
Distributions
February 27, 2025
March 17, 2025
March 31, 2025
$
0.42
$
27,245
February 27, 2025
March 17, 2025
March 31, 2025
$
0.03
$
1,946
(1)
Total distributions declared
$
0.45
$
29,191
(1) Represents a special dividend.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.
Note 9. Common Stock/Capital
The Company has authorized 100,000,000,000 shares of common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.
Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common stock (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock
119
pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of March 31, 2026 and December 31, 2025, the Advisor contributed in aggregate $8.9 million and $8.9 million to the Company and received 488,212.35 and 488,212.35 shares of the Company, respectively. At March 31, 2026 and December 31, 2025, the Advisor owned 0.00% and 0.00%, respectively, of the outstanding common stock of the Company.
On November 19, 2018, the Company closed its IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated proceeds, before expenses, of $147.3 million. All outstanding commitments were cancelled due to the completion of the initial public offering.
There have been no shares issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements, issuance of common stock. There have been 0 shares and 52,336 shares, respectively, issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2026 and 2025.
On May 7, 2019, the Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of March 31, 2026, there have been no repurchases of common stock.
On February 27, 2025, the Company entered into equity distribution agreements (each, an “Equity Distribution Agreement”), by and among the Company, the Advisor and, severally and not jointly, each of Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. (the “Sales Agents”) in connection with the sale of shares of the Company’s common stock by the Company, par value $0.001 per share of common stock, having an aggregate offering price of up to $250.0 million, in amounts and at times to be determined by the Company (the “Offering”). Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions and the market price of the common stock.
Each Equity Distribution Agreement provides that the Company may offer and sell the common stock from time to time through the Sales Agents, or to them. Sales of the common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or any similar securities exchange or sales made to or through a market maker other than on a securities exchange, at prices related to the prevailing market prices or at negotiated prices. Pursuant to the terms of each Equity Distribution Agreement, each Sales Agent will receive a commission from the Company of up to 1.50% of the gross sales price of any common stock sold through the relevant Sales Agent under its Equity Distribution Agreement. Each Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and other obligations of the parties and termination provisions.
The Company may from time to time issue and sell common stock through public or “at the market” offerings. No common stock was issued and sold through public or “at the market” offerings during the three months ended March 31, 2026. In connection with the issuance of common stock, the Company issued and sold common stock during the three months ended March 31, 2025 as follows:
Number of Shares of Common
Underwriting Fees/
Average Offering
Issuances of Common Stock
Stock Issued
Gross Proceeds
Offering Expenses
Net Proceeds
Price Per Share
“At the market” offerings
253.9
$
4,574.7
$
23.2
$
4,551.4
$
18.02
Total
$
23.2
$
4,551.4
120
Note 10. Commitments and Contingencies
Commitments
The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
As of March 31, 2026, the Company had $442.6 million of unfunded commitments under loan and financing agreements as follows:
Portfolio Company & Investment
Expiration Date(1)
Unfunded Commitments(2)
A&R Logistics, Inc. - Revolver
2/3/2028
$
426
A&R Logistics, Inc. - Revolver
6/29/2026
2,152
ACAMS - Revolver
12/30/2031
1,413
Accident Care Alliance Holdco LLC - Delayed Draw
8/20/2030
1,924
Accident Care Alliance Holdco LLC - Revolver
8/20/2030
1,962
Advanced Aircrew - Revolver
7/26/2030
696
AeriTek Global CAD Acquisition Inc. - Revolver
8/27/2030
40
AgroFresh Solutions - Revolver
4/2/2029
3,149
AGS American Glass Services Acquisition, LLC - Delayed Draw
7/24/2031
903
AGS American Glass Services Acquisition, LLC - Revolver
7/24/2031
487
Allbridge - Delayed Draw
6/5/2030
2,841
Allbridge - Revolver
6/5/2030
3,825
Alldent Holding GmbH - Delayed Draw
11/15/2032
462
Allworth Financial Group, L.P. - Revolver
12/23/2027
2,816
Allworth Financial Group, L.P. - Delayed Draw
12/23/2027
2,781
Alogent Holdings, Inc. - Delayed Draw
1/21/2032
5,611
Alogent Holdings, Inc. - Revolver
1/21/2032
1,602
AMI - Revolver
10/17/2031
4,563
AOM Infusion - Delayed Draw
3/19/2032
228
AOM Infusion - Revolver
3/19/2032
398
AP Plastics Group, LLC - Delayed Draw
8/10/2030
794
Apollo Intelligence - Revolver
5/31/2028
3,230
Applitools - Revolver
5/25/2028
3,430
Appriss - Delayed Draw
3/10/2031
3,566
Appriss - Revolver
3/10/2031
3,209
Appriss Holdings, Inc. - Revolver
5/6/2028
753
Arctic Glacier U.S.A., Inc. - Revolver
5/24/2028
12
ASP-r-pac Acquisition Co LLC - Revolver
12/29/2027
209
ATS - Revolver
7/12/2029
2,872
Awayday - Revolver
5/6/2032
1,136
AXH Air Coolers - Revolver
10/31/2029
5,504
AXH Air Coolers - Delayed Draw
10/31/2029
3,811
Beacon Specialized Living - Delayed Draw
3/25/2028
7,989
Beacon Specialized Living - Revolver
3/25/2028
1,282
Beneficium - Delayed Draw
6/28/2031
9,524
BLI Buyer, Inc. - Delayed Draw
10/31/2031
3,211
BLI Buyer, Inc. - Revolver
10/31/2031
1,605
Bridger Aerospace Group Holdings, Inc. - Delayed Draw
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.
124
(2)
Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of March 31, 2026.
As of December 31, 2025, the Company had $464.8 million of unfunded commitments under loan and financing agreements as follows:
Portfolio Company & Investment
Expiration Date (1)
Unfunded Commitments (2)
A&R Logistics, Inc. - Revolver
2/3/2028
$
1,604
ACAMS - Revolver
12/30/2031
1,696
Accident Care Alliance Holdco LLC - Delayed Draw
8/20/2030
2,531
Accident Care Alliance Holdco LLC - Revolver
8/20/2030
2,151
Advanced Aircrew - Revolver
7/26/2030
696
AeriTek Global CAD Acquisition Inc. - Revolver
8/27/2030
30
AgroFresh Solutions - Revolver
4/2/2029
3,149
AGS American Glass Services Acquisition, LLC - Delayed Draw
7/24/2031
903
AGS American Glass Services Acquisition, LLC - Revolver
7/24/2031
487
Allbridge - Delayed Draw
6/5/2030
2,841
Allbridge - Revolver
6/5/2030
3,825
Alldent Holding GmbH - Delayed Draw
11/15/2032
469
Allworth Financial Group, L.P. - Delayed Draw
12/23/2027
3,570
Allworth Financial Group, L.P. - Revolver
12/23/2027
2,816
AMI - Revolver
10/17/2031
4,563
AOM Infusion - Delayed Draw
3/19/2032
570
AOM Infusion - Revolver
3/19/2032
398
AP Plastics Group, LLC - Delayed Draw
8/10/2030
794
Apollo Intelligence - Revolver
5/31/2028
976
Applitools - Revolver
5/25/2028
3,430
Appriss - Delayed Draw
3/10/2031
3,566
Appriss - Revolver
3/10/2031
3,209
Appriss Holdings, Inc. - Revolver
5/6/2028
753
Arctic Glacier U.S.A., Inc. - Revolver
5/24/2028
1,966
ASP-r-pac Acquisition Co LLC - Revolver
12/29/2027
766
ATS - Revolver
7/12/2029
2,872
Avalon Bidco Limited - Delayed Draw
4/16/2032
2,113
Awayday - Delayed Draw
5/6/2032
367
Awayday - Revolver
5/6/2032
1,136
AXH Air Coolers - Delayed Draw
10/31/2029
3,811
AXH Air Coolers - Revolver
10/31/2029
5,504
Beacon Specialized Living - Delayed Draw
3/25/2028
7,983
Beacon Specialized Living - Revolver
3/25/2028
1,282
Beneficium - Delayed Draw
6/28/2031
9,695
BLI Buyer, Inc. - Delayed Draw
10/31/2031
3,211
BLI Buyer, Inc. - Revolver
10/31/2031
2,141
Bridger Aerospace Group Holdings, Inc. - Delayed Draw
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.
(2)
Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2025.
128
Contingencies
In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.
Note 11. Financial Highlights
The following is a schedule of financial highlights for the three months ended March 31, 2026 and 2025:
For the Three Months Ended March 31,
2026
2025
Per share data:
Net asset value at beginning of period
$
17.23
$
17.65
Net investment income (1)
0.42
0.50
Net realized loss (1)(7)
(0.19
)
(0.41
)
Net change in unrealized appreciation (1)(2)(8)
(0.18
)
0.35
Net increase in net assets resulting from operations (1)(9)(10)
0.05
0.44
Stockholder distributions from income (3)
(0.42
)
(0.45
)
Net asset value at end of period
$
16.86
$
17.64
Net assets at end of period
$
1,093,555
$
1,144,504
Shares outstanding at end of period
64,868,507
64,868,507
Per share market value at end of period
$
12.40
$
16.60
Total return based on market value (11)
(7.84
)
%
(2.68
)
%
Total return based on net asset value (4)
0.30
%
2.51
%
Ratios:
Ratio of net investment income to average net assets (5)(12)
11.72
%
12.29
%
Ratio of total expenses to average net assets (5)(12)
12.30
%
11.45
%
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5) (12)
7.35
%
6.72
%
Ratio of expenses (without incentive fees) to average net assets (5) (12)
11.80
%
11.26
%
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5) (12)
3.80
%
3.42
%
Average principal debt outstanding
$
1,560,467
$
1,437,769
Portfolio turnover (6)
9.47
%
10.06
%
(1)
The per share data was derived by using the weighted average shares outstanding during the period.
(2)
Net change in unrealized appreciation on investments per share may not be consistent with the Consolidated Statements of Operations due to the timing of stockholder transactions.
(3)
The per share data for distributions reflects the actual amount of distributions declared during the period.
(4)
Total return based on net asset value is calculated as the change in net asset value per share during the period, assuming dividends and distributions, including those distributions that have been declared. Total return does not include upfront sales load and has not been annualized.
(5)
The computation of average net assets during the period is based on averaging net assets for the periods reported.
(6)
Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the periods reported.
(7)
Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts, net realized gain (loss) on foreign currency transactions, and net realized gain (loss) on extinguishment of debt.
(8)
Net change in unrealized appreciation includes net change in unrealized appreciation (depreciation) on investments, net change in unrealized appreciation on forward currency exchange contracts and net change in unrealized appreciation on foreign currency translation.
(9)
The sum of quarterly per share amounts presented in previously filed financial statements on Form 10‑Q may not equal earnings per share. This is due to changes in the number of weighted average shares outstanding and the effects of rounding.
(10)
Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase (decrease) in net assets per share on the Consolidated Statements of Operations due to changes in the number of weighted average shares outstanding and the effects of rounding.
(11)
Total return based on market value is calculated as the change in market value per share during the period, assuming dividends and distributions, plus the declared distributions, divided by the beginning market price for the period. Total return does not include upfront sales load and has not been annualized.
129
(12)
Ratio is annualized. Incentive fees and income tax expense, including excise tax, if any, included within the ratio are not annualized.
Note 12. Subsequent Events
The Company’s management has evaluated the events and transactions that have occurred through May 11, 2026, the issuance date of the Consolidated Financial Statements, and noted no items requiring disclosure in this Form 10-Q or adjustment of the Consolidated Financial Statements.
130
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Forward-Looking Statements” appearing elsewhere in this report.
Overview
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by the Advisor, a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). Since we commenced operations on October 13, 2016 through March 31, 2026, we have invested approximately$9,975.9 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.
On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of our common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
Our primary focus is capitalizing on opportunities within Bain Capital Credit's Senior Direct Lending Strategy, as defined below, which seeks to provide risk-adjusted returns and current income to investors by investing primarily in middle-market direct lending opportunities across North America, Europe and Australia and also in other geographic markets. We use the term "middle market" to refer to companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender (including “unitranche” loans, which are loans that combine both senior and mezzanine debt). We generally seek to retain effective voting control in respect of the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We may also invest in mezzanine debt and other junior securities, including common and preferred equity and in secondary purchases of assets or portfolios, on an opportunistic basis, but such investments are not the principal focus of our investment strategy. We may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities. Our debt investments may be fixed or floating interest rates, and our floating rate investments may utilize one or more reference rates, such as SOFR. Our investments are subject to a number of risks.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.
Leverage is utilized to help the Company meet its investment objective. Any such leverage, if incurred, is expected to increase the total capital available for investment by the Company. As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.
We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
Investments
Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the
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level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.
Revenues
We primarily generate revenue in the form of interest income on debt investments and distributions on equity investments and, to a lesser extent, capital gains, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2026 and December 31, 2025, 92.6% and 92.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income on preferred equity investments is recorded on an 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 investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Expenses
Our primary operating expenses include the payment of fees to our Advisor under the Amended Advisory Agreement, our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•
our operational and organizational costs;
•
the costs of any public offerings of our common stock and other securities, including registration and listing fees;
•
costs of calculating our net asset value (including the cost and expenses of any third-party valuation services);
•
fees and expenses payable to third parties relating to evaluating, making and disposing of investments, including our 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, monitoring our investments and, if necessary, enforcing our rights;
•
interest payable on debt and other borrowing costs, if any, incurred to finance our investments;
•
costs of effecting sales and repurchases of our common stock and other securities;
•
distributions on our common stock;
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•
transfer agent and custody fees and expenses;
•
the allocated costs incurred by the Administrator in providing managerial assistance to those portfolio companies that request it;
•
other expenses incurred by the Administrator or us in connection with administering our business, including payments made to third-party providers of goods or services;
•
brokerage fees and commissions;
•
federal and state registration fees;
•
U.S. federal, state and local taxes;
•
Independent Director fees and expenses;
•
costs associated with our reporting and compliance obligations under the 1940 Act and applicable U.S. federal and state securities laws;
•
costs of any reports, proxy statements or other notices to our stockholders, including printing costs;
•
costs of holding stockholder meetings;
•
our fidelity bond;
•
directors’ and officers’ errors and omissions liability insurance, and any other insurance premiums;
•
litigation, indemnification and other non-recurring or extraordinary expenses;
•
direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, staff, audit, compliance, tax and legal costs;
•
fees and expenses associated with marketing efforts;
•
dues, fees and charges of any trade association of which we are a member; and
•
all other expenses reasonably incurred by us or the Administrator in connection with administering our business.
To the extent that expenses to be borne by us are paid by the Administrator, we will generally reimburse the Administrator for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.
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Leverage
We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of March 31, 2026, the Company’s asset coverage was 174.6%.
Investment Decision Process
The Advisor’s investment process can be broken into five processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval, (4) Portfolio Construction and (5) Portfolio & Risk Management.
Sourcing and Idea Generation
The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with a broad and deep set of global sourcing contacts, enabling the group to generate a large set of middle-market investment opportunities. Further enhancing the sourcing capability of the core Private Credit Group are Bain Capital Credit’s industry groups, Trading Desk, and the Bain Capital Special Situations team. The team has extensive contacts with private equity firms. Relationships with banks, a variety of advisors and intermediaries and a handful of unique independent sponsors compose the remainder of the relationships. Through these sourcing efforts the Private Credit Group has built a sustainable deal funnel, which has generated hundreds of opportunities to review annually.
Investment Diligence & Recommendation
Our Advisor utilizes Bain Capital Credit’s bottom-up approach to investing, and it starts with the due diligence. The Private Credit Group works with the close support of Bain Capital Credit’s industry groups on performing due diligence. This process typically begins with a detailed review of the offering memorandum as well as Bain Capital Credit’s own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor’s view of the business and plans for it going forward. The team’s diligence work is summarized in investment memorandums and accompanying credit packs. Work product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.
Credit Committee Approval
Given Bain Capital Credit’s broad and diverse range of investment strategies, we tailor our investment decision-making process by strategy to provide a robust and comprehensive discussion of both individual investments and the applicable portfolio(s) under consideration. We believe that this flexible approach provides a rigorous investment decision-making process that allows us to be nimble across a variety of market environments while still maintaining high credit underwriting standards.
Our investments require approval from at least the Private Credit Investment Committee, which includes three Partners in the Private Credit Group as standing members: Michael Ewald, Mike Boyle, and Carolyn Hastings. Ad hoc members may also be included in the Private Credit Investment Committee for certain types of investments.
Portfolio Construction
Portfolio construction is largely the responsibility of the portfolio managers. The portfolio managers will construct the portfolio using a set of approved investments. While the decision to buy generally requires approval from at least the Private Credit Investment Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company’s debt.
Portfolio & Risk Management
Our Advisor utilizes Bain Capital Credit’s Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of
134
portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor’s expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.
Portfolio and Investment Activity
During the three months ended March 31, 2026, we invested $243.2 million, including PIK, in 107 portfolio companies, and had $255.4 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $12.2 million for the period. Of the $243.2 million invested during the three months ended March 31, 2026, $83.7 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the three months ended March 31, 2025, we invested $277.2 million, including PIK, in 89 portfolio companies, and had $246.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $30.8 million for the period. Of the $277.2 million invested during the three months ended March 31, 2025, $123.8 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2026 (dollars in thousands):
As of March 31, 2026
Weighted Average
Yield (1)(2)
at
Percentage of
Percentage of
Amortized
Market
Amortized Cost
Total Portfolio
Fair Value
Total Portfolio
Cost
Value
First Lien Senior Secured Loan
$
1,671,244
67.2
%
$
1,631,124
66.0
%
10.3
%
10.3
%
Second Lien Senior Secured Loan
29,846
1.2
30,069
1.2
12.8
12.8
Subordinated Debt
88,992
3.6
81,721
3.3
15.1
15.2
Preferred Equity
126,322
5.1
165,100
6.7
6.7
6.4
Equity Interest
130,526
5.3
167,325
6.8
N/A
N/A
Warrants
—
—
768
0.0
N/A
N/A
Subordinated Notes in Investment Vehicles (3)
369,709
14.9
357,639
14.5
10.9
10.9
Preferred Equity Interest in Investment Vehicles (3)
10
0.0
1,836
0.1
N/A
N/A
Equity Interests in Investment Vehicles (3)
66,209
2.7
35,216
1.4
21.1
39.7
Total
$
2,482,858
100.0
%
$
2,470,798
100.0
%
10.8
%
10.9
%
(1)
Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our stockholders.
(2)
For non-stated rate income-producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending investment at amortized cost or at fair value, as applicable. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.
(3)
Represents debt and equity investment in ISLP and SLP.
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The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2025 (dollars in thousands):
As of December 31, 2025
Weighted Average
Yield (1)(2)
at
Percentage of
Percentage of
Amortized
Market
Amortized Cost
Total Portfolio
Fair Value
Total Portfolio
Cost
Value
First Lien Senior Secured Loans
$
1,625,569
64.9
%
$
1,598,731
63.8
%
10.5
%
10.5
%
Second Lien Senior Secured Loans
29,819
1.2
30,020
1.2
13.1
13.1
Subordinated Debt
99,272
4.0
95,687
3.8
14.9
14.9
Preferred Equity
121,965
4.9
157,244
6.3
6.2
5.9
Equity Interests
199,100
8.0
226,663
9.0
N/A
N/A
Warrants
—
—
1,045
0.0
N/A
N/A
Subordinated Notes in Investment Vehicles (3)
360,724
14.4
348,654
13.9
10.9
10.9
Preferred Equity Interests in Investment Vehicles (3)
10
0.0
1,836
0.1
N/A
N/A
Equity Interests in Investment Vehicles (3)
66,208
2.6
48,561
1.9
16.7
22.7
Total
$
2,502,667
100.0
%
$
2,508,441
100.0
%
10.8
%
10.9
%
(1)
Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our stockholders.
(2)
For non-stated rate income-producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending investment at amortized cost or at fair value, as applicable. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.
(3)
Represents debt and equity investment in ISLP and SLP.
The following table presents certain selected information regarding our investment portfolio as of March 31, 2026:
As of
March 31, 2026
Number of portfolio companies
212
Percentage of debt bearing a floating rate (1)
92.6
%
Percentage of debt bearing a fixed rate (1)
7.4
%
(1)
Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.
The following table presents certain selected information regarding our investment portfolio as of December 31, 2025:
As of
December 31, 2025
Number of portfolio companies
203
Percentage of debt bearing a floating rate (1)
92.2
%
Percentage of debt bearing a fixed rate (1)
7.8
%
(1)
Measured on a fair value basis. Subordinated Notes in Investment Vehicles are included in floating rate.
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The following table shows the amortized cost and fair value of our performing and non-accrual investments as of March 31, 2026 (dollars in thousands):
As of March 31, 2026
Amortized Cost
Percentage at Amortized Cost
Fair Value
Percentage at Fair Value
Performing
$
2,446,877
98.6
%
$
2,455,597
99.4
%
Non-accrual
35,981
1.4
15,201
0.6
Total
$
2,482,858
100.0
%
$
2,470,798
100.0
%
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2025 (dollars in thousands):
As of December 31, 2025
Percentage at
Amortized
Percentage at
Amortized Cost
Cost
Fair Value
Fair Value
Performing
$
2,466,274
98.5
%
$
2,489,360
99.2
%
Non-accrual
36,393
1.5
19,081
0.8
Total
$
2,502,667
100.0
%
$
2,508,441
100.0
%
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2026, there were eleven loans from six issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2025, there were twelve loans from six issuers placed on non-accrual in the Company’s portfolio.
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of March 31, 2026 (dollars in thousands):
As of March 31, 2026
Amortized Cost
Percentage of Total
Fair Value
Percentage of Total
First Lien Senior Secured Loan
$
1,671,244
66.5
%
$
1,631,124
65.1
%
Second Lien Senior Secured Loan
29,846
1.2
30,069
1.2
Subordinated Debt
88,992
3.5
81,721
3.3
Preferred Equity
126,322
5.0
165,100
6.6
Equity Interests
130,526
5.2
167,325
6.7
Warrants
—
—
768
0.0
Subordinated Notes in Investment Vehicles (1)
369,709
14.7
357,639
14.3
Preferred Equity Interest in Investment Vehicles (1)
10
0.0
1,836
0.1
Equity Interests in Investment Vehicles (1)
66,209
2.6
35,216
1.4
Cash and cash equivalents
12,973
0.5
12,973
0.5
Foreign cash
3,026
0.1
3,622
0.1
Restricted cash and cash equivalents
17,593
0.7
17,593
0.7
Total
$
2,516,450
100.0
%
$
2,504,986
100.0
%
(1)
Represents debt and equity investment in ISLP and SLP.
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The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2025 (dollars in thousands):
As of December 31, 2025
Amortized Cost
Percentage of Total
Fair Value
Percentage of Total
First Lien Senior Secured Loans
$
1,625,569
63.4
%
$
1,598,731
62.3
%
Second Lien Senior Secured Loans
29,819
1.2
30,020
1.2
Subordinated Debt
99,272
3.9
95,687
3.7
Preferred Equity
121,965
4.8
157,244
6.1
Equity Interests
199,100
7.8
226,663
8.8
Warrants
—
—
1,045
0.0
Subordinated Notes in Investment Vehicles (1)
360,724
14.0
348,654
13.6
Preferred Equity Interest in Investment Vehicles (1)
10
0.0
1,836
0.1
Equity Interests in Investment Vehicles (1)
66,208
2.6
48,561
1.9
Cash and cash equivalents
23,092
0.9
23,092
0.9
Foreign cash
2,477
0.1
3,151
0.1
Restricted cash and cash equivalents
32,667
1.3
32,667
1.3
Total
$
2,560,903
100.0
%
$
2,567,351
100.0
%
(1)
Represents debt and equity investment in ISLP and SLP.
Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•
assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;
•
periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
•
comparisons to our other portfolio companies in the industry, if any;
•
attendance at and participation in board meetings or presentations by portfolio companies; and
•
review of monthly and quarterly financial statements and financial projections of portfolio companies.
Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
•
An investment is rated 1 if, in the opinion of our Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.
•
An investment is rated 2 if, in the opinion of our Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company’s performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.
•
An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of factors such as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).
138
•
An investment is rated 4 if, in the opinion of our Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of March 31, 2026 (dollars in thousands):
As of March 31, 2026
Investment Performance Rating
Fair Value
Percentage of Total
Number of Companies (1)
Percentage of Total
1
$
8,084
0.3
%
1
0.5
%
2
2,343,504
94.9
199
93.9
3
104,006
4.2
6
2.8
4
15,204
0.6
6
2.8
Total
$
2,470,798
100.0
%
212
100.0
%
(1)
Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2025 (dollars in thousands):
As of December 31, 2025
Percentage of
Number of
Percentage of
Investment Performance Rating
Fair Value
Total
Companies(1)
Total
1
$
7,319
0.3
%
1
0.5
%
2
2,378,872
94.8
190
93.5
3
103,166
4.1
6
3.0
4
19,084
0.8
6
3.0
Total
$
2,508,441
100.0
%
203
100.0
%
(1)
Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.
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International Senior Loan Program, LLC
On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
As of March 31, 2026, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company has contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of March 31, 2026, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members.
As of March 31, 2026, ISLP had $711.9 million in debt and equity investments, at fair value. The following table is a summary of ISLP’s portfolio at fair value:
As of
As of
March 31, 2026
December 31, 2025
Total investments
$
711,887
$
733,104
Weighted average yield on investments
9.6
%
9.6
%
Number of borrowers in ISLP
40
40
Largest portfolio company investment
$
53,627
$
52,026
Total of five largest portfolio company investments
$
201,632
$
200,518
Unfunded commitments
$
877
$
1,344
Bain Capital Senior Loan Program, LLC
On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers.
As of March 31, 2026, the Company’s investment in SLP consisted of subordinated notes of $166.9 million, preferred equity interests of $1.8 million and equity interests of $3.6 million. As of December 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.8 million and equity interests of $5.0 million. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members.
The following table is a summary of SLP’s portfolio at fair value:
As of
As of
March 31, 2026
December 31, 2025
Total investments
$
1,599,077
$
1,536,252
Weighted average yield on investments
9.4
%
9.4
%
Number of borrowers in SLP
106
99
Largest portfolio company investment
$
42,119
$
42,227
Total of five largest portfolio company investments
$
188,747
$
188,219
Unfunded commitments
$
991
$
4,109
140
Results of Operations
Our operating results for the three months ended March 31, 2026 and 2025 were as follows (dollars in thousands):
For the Three Months Ended March 31,
2026
2025
Total investment income
$
66,174
$
66,839
Total expenses, net of fee waivers
37,904
33,653
Net investment income before taxes
28,270
33,186
Less: Income taxes, including excise tax
906
1,076
Net investment income
27,364
32,110
Net realized loss
(12,551
)
(26,607
)
Net change in unrealized appreciation
(11,423
)
23,044
Net increase in net assets resulting from operations
$
3,390
$
28,547
Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.
Investment Income
The composition of our investment income for the three months ended March 31, 2026 and 2025 was as follows (dollars in thousands):
For the Three Months Ended March 31,
2026
2025
Interest income
$
49,368
$
50,828
Dividend income
6,602
6,511
PIK income
8,707
6,625
Other income
1,497
2,875
Total investment income
$
66,174
$
66,839
Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $49.4 million for the three months ended March 31, 2026 from $50.8 million for the three months ended March 31, 2025, primarily due to a decrease in yield of the investment portfolio. Dividend income increased to $6.6 million for the three months ended March 31, 2026 from $6.5 million for the three months ended March 31, 2025, primarily due to an increase in dividend income from SLP and ISLP. PIK income increased to approximately $8.7 million for the three months ended March 31, 2026 from $6.6 million for the three months ended March 31, 2025, primarily due to an increase in the number of investments earning PIK income, including new investments underwritten with PIK income and amendments to existing investments. Other income decreased to approximately $1.5 million for the three months ended March 31, 2026 from $2.9 million for the three months ended March 31, 2025, primarily due to a decrease in commitment and upfront fees earned on certain investments. As of March 31, 2026, the weighted average yield of our investment portfolio decreased to 10.8% from 11.5% as of March 31, 2025, at amortized cost.
Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2026 and 2025 were as follows (dollars in thousands):
For the Three Months Ended March 31,
2026
2025
Interest and debt financing expenses
$
20,252
$
18,904
Base management fee
9,085
9,068
Incentive fee
5,618
2,222
Professional fees
700
714
Directors fees
180
174
Other general and administrative expenses
2,069
2,571
Total expenses, net of fee waivers
$
37,904
$
33,653
141
Interest and Debt Financing Expenses
Interest and debt financing expenses on our borrowings totaled approximately $20.3 million and $18.9 million for the three months ended March 31, 2026 and 2025, respectively. Interest and debt financing expense for the three months ended March 31, 2026 as compared to March 31, 2025 increased primarily due to an increase in debt outstanding for the period. The weighted average principal debt balance outstanding for the three months ended March 31, 2026 was $1.6 billion compared to $1.4 billion for the three months ended March 31, 2025.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and the year ended December 31, 2025 was 4.6% and 4.8%, respectively.
Management Fee
Management fee (net of waivers) was $9.1 million for the three months ended March 31, 2026 and $9.1 million for the three months ended March 31, 2025. Management fee (gross of waivers) was $9.1 million for the three months ended March 31, 2026 and$9.1 million for the three months ended March 31, 2025.Management fee waived for the three months ended March 31, 2026 and 2025 was $0.0 million and $0.0 million, respectively.
Incentive Fee
Incentive fee (net of waivers) increased to $5.6 million for the three months ended March 31, 2026 from $2.2 million for the three months ended March 31, 2025. The following table summarizes the incentive fee for the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026
2025
Trailing twelve quarter pre-incentive fee net investment income
$
460,077
$
462,217
Trailing twelve quarter Net Capital Loss
(77,327
)
(46,151
)
Cumulative Net Return
382,750
416,066
Incentive fee rate on Cumulative Net Return
17.5
%
17.5
%
Incentive Fee Cap
66,981
72,811
Prior eleven quarter payments
(61,363
)
(70,589
)
Total incentive fee
$
5,618
$
2,222
For the three months ended March 31, 2026, there were no incentive fees related to the GAAP Incentive Fee.
Professional Fees and Other General and Administrative Expenses
Professional fees and other general and administrative expenses decreased to $2.8 million for the three months ended March 31, 2026 from $3.3 million for the three months ended March 31, 2025, primarily due to a decrease in costs associated with servicing our investment portfolio.
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Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026
2025
Gross realized gain on investments
$
3,886
$
1,358
Gross realized loss on investments
(13,514
)
(25,311
)
Gross realized gain on foreign currency transactions
128
—
Gross realized loss on foreign currency transactions
(62
)
(249
)
Gross realized gain on forward currency exchange contracts
-
290
Gross realized loss on forward currency exchange contracts
(2,989
)
(2,695
)
Net realized loss
$
(12,551
)
$
(26,607
)
Change in unrealized appreciation on investments
$
28,827
$
50,880
Change in unrealized depreciation on investments
(46,661
)
(26,198
)
Net change in unrealized appreciation on investments
(17,834
)
24,682
Unrealized appreciation on foreign currency translation
(135
)
435
Unrealized appreciation on forward currency exchange contracts
6,546
(2,073
)
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts
6,411
(1,638
)
Net change in unrealized appreciation
$
(11,423
)
$
23,044
For the three months ended March 31, 2026, realized gains were primarily driven by the sale of the Company’s equity interest in BTX Precision. For the three months ended March 31, 2026, realized losses were primarily driven by the sale of the Company’s equity interest in Gale Aviation (Offshore) Co.
For the three months ended March 31, 2025, realized gains were primarily driven by the sale of the Company’s investment in Elk Parent Holdings, LP. For the three months ended March 31, 2025, realized losses were primarily driven by the sale of the Company’s investment in Aimbridge Acquisition Co., Inc. and Forming Machining Industries Holdings, LLC.
For the three months ended March 31, 2026, we had $28.8 million in unrealized appreciation on 50 portfolio company investments, which was offset by $46.7 million in unrealized depreciation on 160 portfolio company investments. For the three months ended March 31, 2026, the unrealized appreciation was primarily driven by the reversal of unrealized depreciation resulting from the sale of Gale Aviation (Offshore) Co. and company specific valuation adjustments on equity investments in Legacy Corporate Lending HoldCo, LLC and AXH Air Coolers. For the three months ended March 31, 2026, the unrealized depreciation was primarily driven by decreases in the fair value of the Company’s investment in ISLP and certain portfolio company investments including, Applitools, American Trailer Rental Group, Aptus 1724 Gmbh and Abracon Group Holding, LLC, reflecting a combination of company specific valuation adjustments and market driven factors including widening of credit spreads.
For the three months ended March 31, 2025, we had $50.9 million in unrealized appreciation on 77 portfolio company investments, which was offset by $26.2 million in unrealized depreciation on 99 portfolio company investments. For the three months ended March 31, 2025, unrealized appreciation was primarily driven by the reversal of prior unrealized depreciation resulting from the sale of Aimbridge Hospitality and Forming Machining Industries Holdings, LLC and company specific valuation adjustments on Legacy Corporate Lending HoldCo, LLC, Eagle Rock Capital Corporation and Lightning Holdings B, LLC. For the three months ended March 31, 2025, unrealized depreciation was primarily due to widening of credit spreads and company specific valuation adjustments on Thrasio, LLC and Walker Edison.
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The following table summarizes the impact of foreign currency for the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026
2025
Net change in unrealized appreciation on investments due to foreign currency
$
(3,128
)
$
4,179
Net realized gain (loss) on investments due to foreign currency
336
(61
)
Net change in unrealized appreciation on foreign currency translation
(135
)
435
Net realized gain (loss) on foreign currency transactions
66
(249
)
Net change in unrealized appreciation on forward currency exchange contracts
6,546
(2,073
)
Net realized loss on forward currency exchange contracts
(2,989
)
(2,405
)
Foreign currency impact to net increase (decrease) in net assets resulting from operations
$
696
$
(174
)
Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of ($2.9) million, and $4.3 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2026 and 2025, respectively. Including the total net realized and unrealized losses on forward currency exchange contracts of $3.6 million and ($4.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.7 million and ($0.2) million for the three months ended March 31, 2026 and 2025, respectively.
Interest Rate Swaps
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities, and have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Summary of Significant Accounting Policies” and “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated schedule of investments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt” for additional disclosure regarding the carrying value of our debt.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2026 and 2025, the increase in net assets resulting from operations was $3.4 million and $28.5 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2026 and 2025, our per share net increase in net assets resulting from operations was $0.05 and $0.44, respectively.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2019‑1 Debt, October 2026 Notes, March 2030 Notes, March 2031 Notes, the Sumitomo Credit Facility and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) debt service, repayment, and other financing costs; (3) cash distributions to the holders of our common stock; and (4) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements).
We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of March 31, 2026 and December 31, 2025, our asset coverage ratio was 174.6% and 175.9%, respectively.
At March 31, 2026 and December 31, 2025, we had $34.2 million and $58.9 million in cash, foreign cash, restricted cash and cash equivalents, respectively.
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At March 31, 2026, we had approximately $660.0 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2025 we had approximately $604.0 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.
For the three months ended March 31, 2026, cash, foreign cash, restricted cash, and cash equivalents decreased by $24.7 million. During the three months ended March 31, 2026, we provided $26.6 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $245.9 million and a net increase in assets resulting from operations of $3.4 million, which was offset by purchases of investments of $234.4 million. During the three months ended March 31, 2026, we used $51.3 million for financing activities, primarily on repayments of $649.0 million and distributions paid during the period of $37.0 million, partially offset by the issuance of the March 2031 Notes for $350.0 million, and borrowings under our Sumitomo Credit Facility of $293.0 million.
For the three months ended March 31, 2025, cash, foreign cash, restricted cash, and cash equivalents decreased by $5.1 million. During the three months ended March 31, 2025, we used $7.3 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to purchases of investments of $299.4 million, which was offset by proceeds from principal payments and sales of investments of $251.3 million and a net increase in assets resulting from operations of $28.5 million. During the three months ended March 31, 2025, we provided $2.0 million for financing activities, primarily on the issuance of the March 2030 Notes for $350.0 million and borrowings under our Sumitomo Credit Facility of$109.0 million, partially offset by repayments of $395.7 million and distributions paid during the period of $58.2 million.
Equity
On November 19, 2018, we closed our IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated net proceeds, after expenses, of $145.4 million. All outstanding capital commitments from the Company’s Private Offering were cancelled as of the completion of the IPO.
On May 7, 2019, the Company’s Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of March 31, 2026, there have been no repurchases of common stock.
On February 27, 2025, the Company entered into equity distribution agreements (each, an “Equity Distribution Agreement”), by and among the Company, the Advisor and, severally and not jointly, each of Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. (the “Sales Agents”) in connection with the sale of shares of the Company's common stock by the Company, par value $0.001 per share of common stock, having an aggregate offering price of up to $250.0 million, in amounts and at times to be determined by the Company (the “Offering”). Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions and the market price of the common stock.
Each Equity Distribution Agreement provides that the Company may offer and sell the common stock from time to time through the Sales Agents, or to them. Sales of the common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or any similar securities exchange or sales made to or through a market maker other than on a securities exchange, at prices related to the prevailing market prices or at negotiated prices. Pursuant to the terms of each Equity Distribution Agreement, each Sales Agent will receive a commission from the Company of up to 1.50% of the gross sales price of any common stock sold through the relevant Sales Agent under its Equity Distribution Agreement. Each Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and other obligations of the parties and termination provisions.
The Company may from time to time issue and sell common stock through public or “at the market” offerings. No common stock was issued and sold through public or “at the market” offerings during the three months ended March 31, 2026. In connection with the issuance of common stock, the Company issued and sold common stock during the three months ended March 31, 2025 as follows:
145
Number of Shares of Common
Underwriting Fees/
Average Offering
Issuances of Common Stock
Stock Issued
Gross Proceeds
Offering Expenses
Net Proceeds
Price Per Share
“At the market” offerings
253.9
$
4,574.7
$
23.2
$
4,551.4
$
18.02
Total
$
23.2
$
4,551.4
Debt
The Company’s outstanding borrowings as of March 31, 2026 and December 31, 2025 were as follows:
As of March 31, 2026
As of December 31, 2025
Total Aggregate
Principal
Total Aggregate
Principal
Principal Amount
Amount
Carrying
Principal Amount
Amount
Carrying
Committed
Outstanding
Value (1)
Committed
Outstanding
Value (1)
2019-1 Debt
$
272,000
$
272,000
$
270,265
$
272,000
$
272,000
$
270,224
March 2026 Notes
—
—
—
300,000
300,000
299,786
October 2026 Notes
300,000
300,000
299,264
300,000
300,000
298,926
March 2030 Notes (2)
350,000
350,000
348,530
350,000
350,000
350,860
March 2031 Notes (2)
350,000
350,000
341,598
—
—
—
Sumitomo Credit Facility
855,000
195,000
195,000
855,000
251,000
251,000
Total Debt
$
2,127,000
$
1,467,000
$
1,454,657
$
2,077,000
$
1,473,000
$
1,470,796
(1)
Carrying value represents aggregate principal amount outstanding less unamortized debt issuance costs.
(2)
The carrying value of the March 2030 Notes and March 2031 Notes includes the effective portion of the fair value of the interest rate swap, as further discussed in Note 7, Derivatives, to these Consolidated Financial Statements.
For additional information on our debt obligations see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt”.
Distribution Policy
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2026 (dollars in thousands, except per share):
Amount
Total
Date Declared
Record Date
Payment Date
Per Share
Distributions
February 26, 2026
March 16, 2026
March 30, 2026
$
0.42
$
27,245
Total distributions declared
$
0.42
$
27,245
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025 (dollars in thousands, except per share):
Amount
Total
Date Declared
Record Date
Payment Date
Per Share
Distributions
February 27, 2025
March 17, 2025
March 31, 2025
$
0.42
$
27,245
February 27, 2025
March 17, 2025
March 31, 2025
$
0.03
$
1,946
(1)
Total distributions declared
$
0.45
$
29,191
(1) Represents a special dividend.
Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions 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 Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year
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of an amount generally 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. In order to avoid the imposition of certain excise taxes imposed on RICs, we must 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, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax.
We 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 all or a portion of our net 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.
We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders prior to the IPO shall remain effective after the IPO.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Commitments and Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the Amended Advisory Agreement and the Administration Agreement.
In addition to the aforementioned agreements, we, our Advisor and Bain Capital Credit have been granted exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other Bain Capital Credit Clients in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent Bain Capital Credit Clients funds, accounts and investment vehicles managed by Bain Capital Credit may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our exemptive order permits us to invest with Bain Capital Credit Clients in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act. Under the terms of the exemptive order, a majority of our Independent Directors must reach certain conclusions in connections with certain co-investment transactions (e.g., in the case of follow-on investments in an existing issuer in which affiliates, but not the Company, have an existing investment, and non-pro rata follow-on investments in, and dispositions of, securities of an existing issuer), including that (i) the terms of the proposed transaction are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (ii) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s then-current investment objectives and strategies. The exemptive relief imposes other conditions with which we must comply to engage in co-investment transactions.
Recent Developments
See “Item 1. Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 12. Subsequent Events” for a summary of recent developments.
147
Significant Accounting Estimates and Critical Accounting Policies
Basis of Presentation
The Company’s unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these Consolidated Financial Statements have been prepared in that currency.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with US GAAP requires us 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 and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Revenue Recognition
We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.
Dividend income on preferred equity investments is recorded on an 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 investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.
Valuation of Portfolio Investments
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
148
Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. 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 a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:
•
The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment; in conjunction with the Company’s portfolio management and valuation team.
•
Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;
•
Generally, investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and
•
The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.
In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their concluded ranges.
Contractual Obligations
We have entered into the Amended Advisory Agreement with our Advisor (which supersedes the Prior Investment Advisory Agreement dated November 14, 2018 we had previously entered into). Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Amended Advisory Agreement. Under the Amended Advisory Agreement, we have agreed to pay an annual Base Management Fee as well as an incentive fee based on our investment performance.
On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the Base Management Fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower Base Management Fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The Amended Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and
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expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.
If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Amended Advisory Agreement and Administration Agreement.
The following table shows the contractual maturities of our debt obligations as of March 31, 2026 (dollars in thousands):
Payments Due by Period
Less than
More than
Total
1 year
1 — 3 years
3 — 5 years
5 years
2019-1 Debt
$
272,000
$
—
$
—
$
—
$
272,000
October 2026 Notes
300,000
300,000
—
—
—
March 2030 Notes
350,000
—
—
350,000
—
March 2031 Notes
350,000
—
—
350,000
—
Sumitomo Credit Facility
195,000
—
—
195,000
—
Total Debt Obligations
$
1,467,000
$
300,000
$
—
$
895,000
$
272,000
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. 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 Board 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 a readily available market value existed for such investments, and the differences could be material. There have been no material quantitative changes in reported market risk exposures in comparison to the information reported in the prior period.
Assuming that the statement of financial condition 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 rates (dollars in thousands). Net increase (decrease) in net investment income (as shown in the table below) includes the impact of incentive fees.
Net Increase
Increase
Increase
(Decrease) in Net
(Decrease) in
(Decrease) in
Investment
Change in Interest Rates
Interest Income
Interest Expense
Income
Down 100 Basis Points
$
(17,789
)
$
(11,670
)
$
(5,048
)
Down 200 Basis Points
(35,371
)
(23,340
)
(9,926
)
Down 300 Basis Points
(48,686
)
(34,390
)
(11,794
)
Up 100 Basis Points
18,109
11,670
5,312
Up 200 Basis Points
36,219
23,340
10,625
Up 300 Basis Points
54,328
35,010
15,937
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15 and 15d‑15(e) under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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
In addition to the other information set forth in this report, you should carefully consider the factors described below and discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the fiscal quarter ended March 31, 2026, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
The Company did not engage in any unregistered sales of equity securities, issue any common stock under the Company's dividend reinvestment plan, or purchase any common stock during the three months ended March 31, 2026.
Item 3. Default Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2026, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
* Filed herewith.
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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.