Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our consolidated financial statements and related notes and other financial information appearing elsewhere in this annual report on Form 10-K (the "Annual Report"). In addition to historical information, the following discussion and other parts of this Annual Report contain forward-looking information that involves risks and uncertainties. Our actual results may differ significantly from any results expressed or implied by these forward-looking statements due to the factors discussed in Part I, "Item 1A. Risk Factors" and "Forward-Looking Statements" appearing elsewhere herein.
The terms "PFLOAT," the "Company," "we," "us" and "our" mean Prospect Floating Rate and Alternative Income Fund, Inc. unless the context specifically requires otherwise.
Overview
We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Under normal market conditions, we will invest at least 80% of our net assets (plus any borrowings for investment purposes) in floating rate loans and other income producing investments. We will provide shareholders with 60 days' advanced notice prior to changing this 80% investment policy. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies, which we define as companies with annual revenue between $50 million and $2.5 billion. We have elected and intend to continue to qualify annually to be taxed for U.S. federal income tax purposes as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code").
On November 5, 2021, we amended and restated the Investment Advisory Agreement (the "Amended and Restated Advisory Agreement") to reduce the base management fee and eliminate the incentive fee payable to the Adviser thereunder, effective as of January 1, 2022 and until the one-year anniversary of the listing of the Company's common stock on a national securities exchange. The Amended and Restated Advisory Agreement was most recently approved by our Board of Directors, including all of our directors who are not "interested persons" (as defined in the 1940 Act), on June 18, 2025.
On March 4, 2026, the Amended and Restated Advisory Agreement was further amended and restated to effect certain immaterial changes requested by certain state securities regulatory authorities based on the North American Securities Administrators Association ("NASAA") Omnibus Guidelines ("Omnibus Guidelines") (the "Second Amended and Restated Advisory Agreement").
For additional information regarding the Amended and Restated Advisory Agreement, please refer to "Investment Advisory Fees" below.
Our Adviser
Our Adviser is a Delaware limited liability company and is registered as an investment adviser under the Advisers Act. Our Adviser is led by John F. Barry III and M. Grier Eliasek, two senior executives with significant investment advisory and business experience. Mr. Barry currently controls our Adviser.
Fourth Quarter Highlights
Investment Transactions
We seek to be a long-term investor with our portfolio companies. During the three and twelve months ended June 30, 2026, we purchased $9,905,874 and $16,772,387, respectively, in investment securities (excluding short-term securities). During the same three and twelve months ended June 30, 2026, there were noncash restructured investments in the amount of $166,548 and $3,408,404, respectively.
During the three months ended June 30, 2026, sales and redemptions of investment securities (excluding short-term securities) were $696,187, which includes non-cash restructured investments of $166,548, resulting in a total net portfolio growth of $9,209,687 for the three months ended June 30, 2026.
During the year ended June 30, 2026, sales and redemptions of investment securities (excluding short-term securities) were $26,359,881, which includes non-cash restructured investments of $3,408,404, resulting in a total net portfolio decline of $9,587,494 for the year ended June 30, 2026.
Debt Issuances and Redemptions
On August 12, 2025, the Company, as servicer, entered into a $75 million senior secured revolving credit facility (the "OZK Credit Facility") with Bank OZK, as facility agent, the Company's wholly-owned financing subsidiary, Prospect Flexible
Funding, LLC, as borrower, and the lenders party thereto. As of June 30, 2026, there was a $43,618,284 balance on the OZK Credit Facility.
Equity Issuances
As part of the distribution reinvestment plan, we issued 157,834, 64,917, and 80,691 shares of our common stock on April 3, 2026, May 1, 2026 and June 5, 2026, respectively.
On March 27, 2026, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A and Class I common stock we could repurchase with the cash we retained during the quarter ended December 31, 2025 as a result of issuing shares through our distribution reinvestment plan to those shareholders who elected to receive their distributions in the form of additional shares rather than in cash. The total cash retained during the quarter ended December 31, 2025 as a result of issuing shares through our distribution reinvestment plan prior to this tender offer was approximately $858,697. The tender offer was for cash at a price equal to the net asset value per share as of April 30, 2026. The offer expired at 4:00 P.M., Eastern Time, on April 29, 2026 and a total of 57,531 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased all 57,531 Shares validly tendered and not withdrawn at a price equal to $3.83 per Share for an aggregate purchase price of approximately $220,342.
On June 26, 2026, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A and Class I common stock we could repurchase with the cash we retained during the quarter ended March 31, 2026 as a result of issuing shares through our distribution reinvestment plan to those shareholders who elected to receive their distributions in the form of additional shares rather than in cash. The total cash retained during the quarter ended March 31, 2026 as a result of issuing shares through our distribution reinvestment plan prior to this tender offer was approximately $1,160,560. The tender offer was for cash at a price equal to the net asset value per share as of July 31, 2026. The offer expired at 4:00 P.M., Eastern Time, on July 29, 2026 and a total of 58,090 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased all 58,090 Shares validly tendered and not withdrawn at a price equal to $3.88 per Share for an aggregate purchase price of approximately $225,389.
Investments
Our investment objective is to generate current income and, as a secondary objective, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Under normal market conditions, we will invest at least 80% of our net assets (plus any borrowings for investment purposes) in floating rate loans and other income producing investments. We intend to meet our investment objective by primarily lending to and investing in the debt of privately-owned U.S. middle market companies. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets. We expect to focus primarily on directly originating senior secured first lien loans and senior secured second lien loans and making investments in syndicated senior secured first lien loans, syndicated senior secured second lien loans, and to a lesser extent, subordinated debt, of middle market companies in a broad range of industries. Syndicated secured loans refer to commercial loans provided by a group of lenders that are structured, arranged, and administered by one or several commercial or investment banks, known as arrangers. These loans are then sold (or syndicated) to other banks or institutional investors. Syndicated secured loans may have a first priority lien on a borrower's assets (i.e., senior secured first lien loans), a second priority lien on a borrower's assets (i.e., senior secured second lien loans), or a lower lien or unsecured position on the borrower's assets (i.e., subordinated debt). We expect our target credit investments will typically have initial maturities between three and ten years and generally range in size between $1 million and $100 million, although the investment size will vary with the size of our capital base. We expect that the majority of our debt investments will bear interest at floating interest rates, but our portfolio may also include fixed-rate investments. We also expect to make our investments directly through the primary issuance by the borrower or in the secondary market. "Risk-adjusted returns" refers to a measure of investment return per unit of risk and provides a framework to compare and evaluate investment opportunities with differing risk/return profiles. The term "risk-adjusted returns" does not imply that we employ low-risk strategies or that an investment should be considered a low-risk or no risk investment.
We will generally source our investments primarily through our Adviser. We believe the investment management team of our Adviser has a significant amount of experience in the credit business, including originating, underwriting, principal investing and loan structuring. Our Adviser has access to over 120 professionals, approximately 50 of whom perform investment advisory functions.
We expect to dynamically allocate our assets in varying types of investments based on our analysis of the credit markets, which may result in our portfolio becoming more concentrated in particular types of credit instruments (such as senior secured loans) and less invested in other types of credit instruments. The loans in which we intend to invest are often rated by a nationally recognized ratings organization, and generally carry a rating below investment grade (rated lower than "Baa3" by Moody's
Investors Service or lower than "BBB-" by Standard & Poor's Corporation - also known as "high yield" or "junk bonds"). However, we may also invest in non-rated debt securities.
To seek to enhance our returns, we may employ leverage as market conditions permit and at the discretion of our Adviser, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act.
As part of our investment objective to generate current income, we expect that at least 70% of our investments will consist primarily of directly originated or syndicated senior secured first lien loans, directly originated or syndicated senior secured second lien loans, and to a lesser extent, subordinated debt. We expect that up to 30% of our investments will consist of other securities, including private equity (both common and preferred), dividend-paying equity, royalties, and the equity and junior debt tranches of collateralized loan obligations ("CLOs"), which we also refer to as subordinated structured notes ("SSNs"). The senior secured loans underlying our CLO investments are expected typically to be BB or B rated (non-investment grade, which are often referred to as "high yield" or "junk") and in limited circumstances, unrated, senior secured loans.
As a BDC, we are subject to certain regulatory restrictions in making our investments. For example, we have in the past and expect in the future to co-invest on a concurrent basis with certain affiliates, consistent with applicable regulations and our allocation procedures. On January 6, 2026, we, our Adviser and certain affiliates received an exemptive order from the SEC (the "Order"), permitting us, among other things, to participate with other funds managed or owned by our Adviser or certain affiliates, including Prospect Capital Corporation, Priority Income Fund, Inc. and Prospect Enhanced Yield Fund, in certain co-investment transactions, where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions included therein. Under the terms of the Order, we generally are permitted to co-invest with certain of our affiliates if such co-investments are done on the same terms and at the same time, as further detailed in the Order. The Order requires that a "required majority" (as defined in Section 57(o) of the 1940 Act) of our Board of Directors make certain findings (1) in most instances when we co-invest with our affiliate in an issuer where our affiliate has an existing investment in the issuer, and either (i) we do not have an existing investment in the issuer or (ii) we do have an existing investment in the issuer, but we are not co-investing on a pro-rata basis with our affiliate, and (2) if we dispose of an asset acquired in a transaction under the Order unless the disposition is done on a pro rata basis. Pursuant to the Order, our Board of Directors oversees our participation in the co-investment program. As required by the Order, we have adopted, and our Board of Directors has approved, policies and procedures reasonably designed to ensure compliance with the terms of the Order, and our Adviser and our Chief Compliance Officer will provide reporting to the Board of Directors. The Order also imposes reporting and record keeping requirements and limitations and restrictions on transaction fees. We may only co-invest with other funds managed or owned by our Adviser or certain affiliates in accordance with such Order and existing regulatory guidance. See Note 4 of the Consolidated Financial Statements. These co-investment transactions may give rise to conflicts of interest or perceived conflicts of interest among us and the other participating accounts. To mitigate these conflicts, our Adviser and its affiliates will seek to allocate portfolio transactions for all of the participating investment accounts, including us, on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments, the applicable investment programs and portfolio positions, the clients for which participation is appropriate and any other factors deemed appropriate. We intend to make all of our investments in compliance with the 1940 Act and in a manner that will not jeopardize our status as a BDC or RIC.
As a BDC, we are permitted under the 1940 Act to borrow funds to finance portfolio investments. To enhance our opportunity for gain, we intend to employ leverage as market conditions permit. At the 2019 Annual Meeting, Triton Pacific Investment Corporation, Inc.'s ("TPIC") stockholders approved a proposal allowing us to modify our asset coverage ratio requirement from 200% to 150%. As a result, we were allowed to increase our leverage capacity effective as of March 16, 2019. The use of leverage, although it may increase returns, may also increase the risk of loss to our investors, particularly if the level of our leverage is high and the value of our investments declines.
Revenues
We generate revenue in the form of dividends, interest and capital gains on the debt securities, equity interests and CLOs that we hold. In addition, we may generate revenue from our portfolio companies in the form of commitment, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees. Any such fees will be recognized as earned.
Expenses
Our primary operating expenses will be the payment of advisory fees and other expenses under the Investment Advisory Agreement with the Adviser. The advisory fees will compensate our Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.
We will bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:
• corporate and organizational expenses relating to offerings of our common stock, subject to limitations included in the investment advisory and management services agreement;
• the cost of calculating our net asset value, including the cost of any third-party valuation services;
• the cost of effecting sales and repurchase of shares of our common stock and other securities;
• investment advisory fees;
• fees payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses associated with performing due diligence reviews of prospective investments;
• transfer agent and custodial fees;
• fees and expenses associated with marketing efforts;
• federal and state registration fees;
• federal, state and local taxes;
• independent directors' fees and expenses;
• costs of proxy statements, stockholders' reports and notices;
• fidelity bond, directors and officers/errors and omissions liability insurance and other insurance premiums;
• direct costs such as printing, mailing, long distance telephone, and staff;
• fees and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;
• costs associated with our reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws;
• brokerage commissions for our investments;
• legal, accounting and other costs associated with structuring, negotiating, documenting and completing our investment transactions;
• all other expenses incurred by our Adviser, in performing its obligations, subject to the limitations included in the Investment Advisory Agreement; and
• all other expenses incurred by either our Administrator or us in connection with administering our business, including payments to our Administrator under the Administration Agreement (as defined herein) that will be based upon our allocable portion of its overhead and other expenses incurred in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of administrative personnel.
Reimbursement of our Administrator for Administrative Services
We will reimburse our Administrator for the administrative expenses necessary for its performance of services to us. Such costs will be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. However, such reimbursement is made in an amount equal to the lower of the Administrator's actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. We will not reimburse our Administrator for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of our Administrator.
See Related Party Transactions below for additional information on our Administration Agreement and expenses incurred.
Portfolio and Investment Activity
We seek to be a long-term investor with our portfolio companies. During the three and twelve months ended June 30, 2026, we purchased $9,905,874 and $16,772,387, respectively, in investment securities (excluding short-term securities). During the same three and twelve months ended June 30, 2026, there were noncash restructured investments in the amount of $166,548 and $3,408,404.
During the three months ended June 30, 2026, sales and redemptions of investment securities (excluding short-term securities) were $696,187, which includes non-cash restructured investments of $166,548, resulting in a total net portfolio growth of $9,209,687 for the three months ended June 30, 2026.
During the year ended June 30, 2026, sales and redemptions of investment securities (excluding short-term securities) were $26,359,881, which includes non-cash restructured investments of $3,408,404, resulting in a total net portfolio decline of $9,587,494 for the year ended June 30, 2026.
As of June 30, 2026, our investment portfolio, with a total fair value of $73,144,555, consisted of interests in 66 investments (94% in senior secured loans, 6% in equity/other and less than 1% in CLO - subordinated notes).
Our financial condition, including the fair value and performance of certain of our portfolio investments, may be materially impacted after June 30, 2026 by circumstances and events that are not yet known. To the extent our portfolio investments are adversely impacted by the renewed hostilities in the Middle East, the ongoing conflict between Russia and Ukraine, rising interest rates, inflationary pressures, or by other factors, we may experience a material adverse impact on our future net investment income, the underlying value of our investments, our financial condition and the financial condition of our portfolio investments. For additional information concerning risks and their potential impact on our business and our operating results, see "Part I, Item 1A. Risk Factors" in this Annual Report.
During the three and twelve month periods ended June 30, 2025, we purchased $5,407,235 and $48,155,370, respectively, in investment securities (excluding short-term securities). During the same three and twelve month periods ended June 30, 2025, there was a noncash restructured investment in the amount of $919,060 and $5,279,071, respectively.
During the same three and twelve month periods ended June 30, 2025, sales and redemptions of investment securities (excluding short-term securities) were $3,563,848 and $20,414,660, respectively, resulting in a total net portfolio growth of $1,843,387 and $27,740,710, respectively, for the three and twelve months ended June 30, 2025.
As of June 30, 2025, our investment portfolio, with a total fair value of $85,016,596, consisted of interests in 66 investments (96% in senior secured loans, 3% in equity/other and 1% in CLO - subordinated notes).
Portfolio Holdings
As of June 30, 2026, our investment portfolio, with a total fair value of $73,144,555, consisted of interests in 26 portfolio companies and 18 structured subordinated notes. The following table presents certain selected information regarding our portfolio composition and weighted average yields as of June 30, 2026 and June 30, 2025:
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As of June 30, 2026
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As of June 30, 2025
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Amortized Cost
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Fair Value
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As Percent of
Total Fair Value
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|
Amortized Cost
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Fair Value
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As Percent of
Total Fair Value
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Senior Secured Loans-First Lien
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$
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72,162,346
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$
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66,023,053
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90
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%
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$
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79,543,576
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$
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77,495,655
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91
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%
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Senior Secured Loans-Second Lien
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|
2,728,926
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2,728,926
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4
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%
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4,339,325
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4,249,570
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5
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%
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Structured subordinated notes
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42,964
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40,329
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-
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%
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864,921
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709,261
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1
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%
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Common Equity/Other
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3,680,593
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3,394,103
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5
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%
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3,279,862
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2,061,100
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2
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%
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Preferred Equity
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627,566
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958,144
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1
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%
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377,122
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501,010
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1
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%
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Total
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$
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79,242,395
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$
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73,144,555
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100
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%
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$
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88,404,806
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$
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85,016,596
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100
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%
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Number of portfolio companies
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26
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27
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Number of Structured subordinated notes
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18
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22
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% Variable Rate (based on fair value)
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98%
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(1)
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94%
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(4)
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% Fixed Rate (based on fair value)
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2
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%
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(1)
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6
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%
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(4)
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% Weighted Average Yield Variable Rate (based on principal outstanding)
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10.44
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%
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(2)
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11.14
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%
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(5)
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% Weighted Average Yield Fixed Rate (based on principal outstanding)
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8.74
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%
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(1)
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10.64
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%
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(4)
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% Weighted Average Yield on Structured Subordinated Notes (based on cost)
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-
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%
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-
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%
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% Weighted Average Yield on Fixed Rate Debt, Variable Rate Debt and Structured Subordinated Notes (based on cost)
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10.64
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%
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(3)
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11.17
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%
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(6)
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% Weighted Average Yield (based on cost) for the entire portfolio
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10.14
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%
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10.70
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%
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(1) The interest rate by type information is calculated using the Company's debt and preferred equity portfolio and excludes common equity investments.
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(2) The interest rate by type information is calculated using the Company's debt and preferred equity portfolio and excludes structured subordinated notes.
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(3) The interest rate by type information is calculated excluding the Company's common equity investments.
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(4) The interest rate by type information is calculated using the Company's debt portfolio and excludes all equity investments.
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(5) The interest rate by type information is calculated using the Company's debt portfolio and excludes structured subordinated notes.
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(6) The interest rate by type information is calculated excluding the Company's entire equity investments.
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The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of June 30, 2026 and June 30, 2025:
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June 30, 2026
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Industry
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Investments at Amortized Cost
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Percentage of Portfolio
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Investments at Fair Value
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Percentage of Portfolio
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Healthcare & Pharmaceuticals
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$
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24,547,271
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31
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%
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$
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26,221,780
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36
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%
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Wholesale
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5,922,624
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7
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%
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5,915,163
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8
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%
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Services: Business
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5,961,884
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8
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%
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5,537,348
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8
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%
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Consumer Goods: Non-Durable
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5,938,081
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7
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%
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5,214,711
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7
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%
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Telecommunications
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4,984,149
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6
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%
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5,057,206
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7
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%
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Services: Consumer
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4,495,447
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6
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%
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4,505,693
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6
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%
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High Tech Industries
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3,361,012
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4
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%
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3,403,710
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5
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%
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Construction & Building
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3,093,815
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4
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%
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3,093,803
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4
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%
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Beverage, Food & Tobacco
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2,900,479
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4
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%
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2,992,727
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4
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%
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Transportation: Cargo
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2,894,830
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4
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%
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2,936,363
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4
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%
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Automotive
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9,748,725
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12
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%
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2,933,950
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4
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%
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FIRE: Finance
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2,828,926
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4
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%
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2,900,776
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4
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%
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Media: Advertising, Printing & Publishing
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2,324,162
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3
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%
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2,390,996
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3
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%
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Retail
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198,026
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-
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%
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-
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-
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%
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Structured Finance
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42,964
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-
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%
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40,329
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-
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%
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Total
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$
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79,242,395
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100
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%
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$
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73,144,555
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|
100
|
%
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|
June 30, 2025
|
|
Industry
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Investments at Amortized Cost
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Percentage of Portfolio
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Investments at Fair Value
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|
Percentage of Portfolio
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Healthcare & Pharmaceuticals
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|
$
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22,729,225
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|
|
26
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%
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|
$
|
22,902,129
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|
|
27
|
%
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|
Automotive
|
|
8,691,552
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|
|
10
|
%
|
|
8,145,766
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|
|
9
|
%
|
|
Telecommunications
|
|
8,197,147
|
|
|
9
|
%
|
|
7,355,550
|
|
|
9
|
%
|
|
Consumer Goods: Non-Durable
|
|
5,975,572
|
|
|
7
|
%
|
|
5,069,461
|
|
|
6
|
%
|
|
Beverage, Food & Tobacco
|
|
4,820,318
|
|
|
5
|
%
|
|
4,954,278
|
|
|
6
|
%
|
|
High Tech Industries
|
|
4,867,983
|
|
|
6
|
%
|
|
4,915,366
|
|
|
6
|
%
|
|
Services: Consumer
|
|
5,340,440
|
|
|
6
|
%
|
|
4,655,664
|
|
|
5
|
%
|
|
Transportation: Cargo
|
|
4,386,823
|
|
|
5
|
%
|
|
4,466,250
|
|
|
5
|
%
|
|
Consumer Goods: Durable
|
|
4,222,652
|
|
|
5
|
%
|
|
4,296,202
|
|
|
5
|
%
|
|
Services: Business
|
|
4,492,864
|
|
|
5
|
%
|
|
4,184,835
|
|
|
5
|
%
|
|
Media: Advertising, Printing & Publishing
|
|
3,293,835
|
|
|
4
|
%
|
|
3,413,576
|
|
|
4
|
%
|
|
Wholesale
|
|
2,957,298
|
|
|
3
|
%
|
|
2,916,144
|
|
|
3
|
%
|
|
Banking
|
|
2,926,825
|
|
|
3
|
%
|
|
2,682,544
|
|
|
3
|
%
|
|
Finance
|
|
2,600,000
|
|
|
3
|
%
|
|
2,600,000
|
|
|
3
|
%
|
|
Media: Diversified and Production
|
|
1,839,325
|
|
|
2
|
%
|
|
1,749,570
|
|
|
2
|
%
|
|
Structured Finance
|
|
864,921
|
|
|
1
|
%
|
|
709,261
|
|
|
1
|
%
|
|
Retail
|
|
198,026
|
|
|
-
|
%
|
|
-
|
|
|
-
|
%
|
|
Total
|
|
$
|
88,404,806
|
|
|
100
|
%
|
|
$
|
85,016,596
|
|
|
100
|
%
|
As of June 30, 2026 and June 30, 2025, we did not "control" any of our portfolio companies, as defined in the 1940 Act.
The following table shows the composition of our investment portfolio by level of control as of June 30, 2026 and June 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026
|
|
June 30, 2025
|
|
Level of Control
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Cost
|
% of Portfolio
|
Fair Value
|
% of Portfolio
|
|
Non-Control/Non-Affiliate
|
|
$
|
79,242,395
|
|
100
|
%
|
$
|
73,144,555
|
|
100
|
%
|
|
$
|
88,404,806
|
|
100
|
%
|
$
|
85,016,596
|
|
100
|
%
|
Total
Investments
|
|
$
|
79,242,395
|
|
100
|
%
|
$
|
73,144,555
|
|
100
|
%
|
|
$
|
88,404,806
|
|
100
|
%
|
$
|
85,016,596
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value
During the year ended June 30, 2026, our net asset value decreased by $2,886,174 and our net asset value per share decreased by $0.61.
For the year ended June 30, 2026, the decrease in net asset value per share was primarily attributable to an increase in net realized and net change in unrealized losses on investments of $5,880,532, or $0.65 per weighted average share and a realized loss on the extinguishment of debt of $495,849, or $0.05 per weighted average share. The decrease in net asset value per share was partially offset by net investment income exceeding distributions by $881,473 or $0.10 per weighted average share.
The following table shows the calculation of net asset value per share as of June 30, 2026 and June 30, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSET VALUE PER SHARE
|
|
June 30, 2026
|
|
June 30, 2025
|
|
Class A Shares:
|
|
|
|
|
|
Net assets
|
|
$
|
37,093,253
|
|
|
$
|
39,978,083
|
|
|
Common Shares outstanding ($0.001 par value, 37,500,000 authorized)
|
|
9,525,180
|
|
|
8,893,696
|
|
|
Net asset value per share
|
|
$
|
3.89
|
|
|
$
|
4.50
|
|
|
|
|
|
|
|
|
Class I Shares:
|
|
|
|
|
|
Net assets
|
|
$
|
8,710
|
|
|
$
|
10,054
|
|
|
Common Shares outstanding ($0.001 par value, 12,500,000 authorized)
|
|
2,237
|
|
|
2,237
|
|
|
Net asset value per share
|
|
$
|
3.89
|
|
|
$
|
4.50
|
|
Results of Operations
Investment Income
For the years ended June 30, 2026, 2025, and 2024, we generated $8,127,626, $9,397,546, and $3,020,157, respectively, in investment income in the form of interest earned on our debt portfolio.
Such revenues were primarily cash income and non-cash portions related to the accretion of discounts and PIK. Investment income was lower for the year ended June 30, 2026 compared to the years ended June 30, 2025 and 2024, due to decreases in SOFR, as most of the portfolio consists of floating rate investments, as well as a reduction in the portfolio size from repayments and a portfolio company placed on non-accrual status.
For the year ended June 30, 2026, our income from our structured subordinated notes decreased due to 18 investments with an effective yield estimated to be 0%, as expected future cash flows are anticipated to not be sufficient to repay these investments at cost as well as many investments exiting the reinvestment period.
For the years ended June 30, 2026, 2025 and 2024, PIK interest included in interest income totaled $179,984, $498,497, and $153,085, respectively.
For the year ended June 30, 2026, PIK interest included in interest income in aggregate was lower due to a higher number of investments paying cash interest and a portfolio company placed on non-accrual status.
Operating Expenses
Total operating expenses before expense limitation support totaled $5,722,130, $7,356,881, and $3,682,527 for the years ended June 30, 2026, 2025, and 2024, respectively. These operating expenses consisted primarily of interest and credit facility expense, offering costs, base management fees, administrator costs, legal expense, valuation services and audit and tax expense.
The base management fees for the years ended June 30, 2026, 2025, and 2024, respectively, were $1,120,275, $1,228,769, and $447,554. Base management fees were higher for the years ended June 30, 2026 and 2025 compared to the year ended June 30, 2024 due to the increase in assets. Management fees for the year ended June 30, 2026 and 2025 were waived.
The interest and credit facility expense for the years ended June 30, 2026, 2025, and 2024, respectively, were $2,897,739, $3,745,639, and $1,243,672. The interest and credit facility expenses were lower for the year ended June 30, 2024 compared to the years ended June 30, 2026 and 2025, due to an increase in the average outstanding borrowings.
For the year ended June 30, 2026, the average stated interest rate (i.e., rate in effect plus the spread) was 6.42% under the OZK Credit Facility and the Senior Secured Revolving Credit Facility.
For the years ended June 30, 2025 and 2024, the average stated interest rate (i.e., rate in effect plus the spread) was 7.30% and 7.80%, respectively, under the Senior Secured Revolving Credit Facility.
For the year ended June 30, 2026, average outstanding borrowings under the OZK Credit Facility and Senior Secured Revolving Credit Facility were $38,394,610.
For the years ended June 30, 2025 and 2024, average outstanding borrowings under the Senior Secured Revolving Credit Facility was $44,141,918 and $8,199,454, respectively.
The offering costs for the years ended June 30, 2026, 2025, and 2024, respectively, were $135,667, $521,345, and $82,489. The offering costs for the year ended June 30, 2025 were higher compared to the years ended June 30, 2026 and 2024 due to additional costs of our Multi-Class Offering and the amortization of the initial costs associated with our registration statement that was declared effective by the SEC on May 10, 2024.
The legal expenses for the years ended June 30, 2026, 2025, and 2024, respectively, were $133,603, $188,284, and $90,036. The legal expenses for the year ended June 30, 2025 were higher in aggregate compared to the years ended June 30, 2026 and 2024 due to additional costs associated with launching our Multi-Class Offering.
The valuation services for the years ended June 30, 2026, 2025, and 2024, respectively, were $36,657, $57,043, and $35,491. The valuation costs for the years ended June 30, 2026 and 2024 were lower compared to the year ended June 30, 2025 due to a decrease in investments requiring valuation by a third party service.
The audit and tax expenses for the years ended June 30, 2026, 2025, and 2024, respectively, were $296,093, $375,750, and $208,624. The audit costs for the year ended June 30, 2025 were higher compared to the years ended June 30, 2026 and 2024 due to the additional procedures related to the re-issuance of the prior year audit opinions from the previous auditor.
The general and administrative expense for the years ended June 30, 2026, 2025, and 2024, respectively, were $174,331, $98,933, and $177,599. The general and administrative expenses increased for the year ended June 30, 2026 compared to June 30, 2025 due to additional expenses incurred in relation to the new OZK Credit Facility. The general and administrative expense for the year ended June 30, 2024 were higher compared to the year ended June 30, 2025 due to costs associated with proxy and other SEC filings.
Pursuant to the expense limitation support payment (discussed below), the Adviser reimbursed the Company $2,824,396, $1,160,344, and $447,555 for the years ended June 30, 2026, 2025, and 2024, respectively. Separately, the Administrator waived additional amounts owed to it for past overhead fees, as further discussed in Note 4.
Net Investment Income (Loss)
Our net investment income (loss) totaled $5,503,564, $3,634,434, and $(214,815) for the years ended June 30, 2026, 2025, and 2024, respectively. The net investment income for the year ended June 30, 2026 was higher due to the Adviser covering a larger percentage of the Company's expense pursuant to an Amended and Restated ELA.
Net Realized Gains/Losses from Investments
We measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized.
For the years ended June 30, 2026, 2025, and 2024, we received proceeds from sales and repayments on unaffiliated investments of $22,951,477, $20,414,660, and $7,966,315, respectively, from which we realized losses of $3,170,902, $2,100,215, and $2,087,522, respectively.
During the year ended June 30, 2026, we recognized a realized loss from debt extinguishment of $495,849 related to the termination of the Senior Secured Revolving Credit Facility.
During the year ended June 30, 2025, we did not recognize a realized loss from debt extinguishment.
During the year ended June 30, 2024, we recognized a realized loss from debt extinguishment of $66,844 related to the termination of the Credit Facility.
During the year ended June 30, 2025, our Research Now Group, LLC and Dynata, LLC First Lien Term Loan was restructured to new First Lien Debt and Common Stock of New Insight Holdings, Inc. A portion of the cost basis exchanged was written-off for tax purposes and we recorded a realized loss of $297,076 to our investment in Research Now Group, LLC and Dynata, LLC.
During the year ended June 30, 2026, our CareerBuilder, LLC First Lien Term Loan was written off following the Chapter 11 liquidation and we recorded a realized loss of $649,548.
During the years ended June 30, 2026, 2025, and 2024, we recognized a realized loss of $502,949, $1,850,522, and $0, respectively, on our Structured Subordinated Notes.
Net Unrealized Gains/Losses on Investments
For the years ended June 30, 2026, 2025, and 2024, net change in unrealized gains (losses) totaled $(2,709,630), $(295,330), and $9,960, respectively. The net realized loss for the year ended June 30, 2026, was driven by our investment in First Brands Group which, together with and certain of its affiliates filed voluntary petitions for Chapter 11 bankruptcy protection during the year. The fair value of our investment in First Brands declined as a result of lower quoted prices, resulting in a net change in unrealized loss of $6,442,145 for the year ended June 30, 2026.
Financial Condition, Liquidity and Capital Resources
We generate cash primarily from cash flows from fees (such as management fees), interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use of funds is investments in companies, payments of our expenses and distributions to holders of our common stock.
Because many of our operating costs are not proportional to our size, including accounting/auditing, legal, insurance and administrative costs (which includes the reimbursement of the compensation of the chief financial officer, CCO, treasurer, secretary and other administrative personnel of our Administrator), we must raise sufficient capital in order to build a portfolio that generates sufficient revenue to cover our expenses. As of June 30, 2026, we have not raised sufficient capital to build a large enough portfolio to generate sufficient revenue to cover our operating expenses. We have entered into an Expense Limitation Agreement ("ELA") with our Adviser, which, as a result of our Adviser waiving fees that we would otherwise be required to pay to it, has allowed us to make distributions to shareholders and pay some expenses. However, after December 31, 2026, our Adviser will no longer be contractually obligated to waive fees. Our Adviser, in its capacity as an affiliate of our former adviser, has in the past agreed to voluntarily waive fees, but there is no guarantee that it will do so and, if it does not, we will be required to sell our investments to cover our expenses.
We are conducting our continuous Multi-Class Offering of our Class S shares, Class D shares, and Class I shares, in a maximum aggregate amount of $300,000,000. Because the Multi-Class Offering is a "best efforts" offering, Ultimus Fund Distributors, LLC, our distributor in our Multi-Class Offering (the "Distributor"), is only required to use its best efforts to sell the shares, which means that no underwriter, broker or other person will be obligated to purchase any shares.
We may borrow funds to make investments at any time, including before we have fully invested the proceeds of any offering, to the extent we determine that additional capital would allow us to take advantage of investment opportunities, or if our Board of Directors determines that leveraging our portfolio would be in our best interests and the best interests of our stockholders. We have not yet decided, however, whether, and to what extent, we will finance portfolio investments using debt. We do not currently anticipate issuing any preferred stock.
The North American Securities Administrators Association, in its Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time, requires that our sponsor and its affiliates have an aggregate financial net worth, exclusive of home, automobile and home furnishings, of 5% of the first $20,000,000 of both the gross amount of securities currently being offered and the gross amount of any originally issued direct participation program sold by our sponsor and its affiliates within the last 12 months, plus 1% of all amounts in excess of the first $20,000,000. Based on these requirements, our sponsor and its affiliates have an aggregate net worth in excess of those amounts required by the Omnibus Guidelines Statement of Policy.
For the years ended June 30, 2026, 2025, and 2024, our operating activities (used) provided $11,691,220, $(24,044,909), and $(27,411,792), respectively. The change is primarily driven by an increase in repayment and sales of portfolio investments, a decrease in purchases and a decrease in interest receivable.
For the years ended June 30, 2026, 2025, and 2024, operating activities included the purchases of investments of $16,772,387, $48,155,370, and $48,266,763 respectively.
For the years ended June 30, 2026, 2025, and 2024, operating activities included the repayments and sales of portfolio investments of $22,951,477, $20,414,660, and $7,966,315, respectively.
Financing activities provided/(used) $(4,278,264), $25,137,688, and $37,025,657 of cash during the years ended June 30, 2026, 2025, and 2024, respectively. During the years ended June 30, 2026, 2025, and 2024 respectively, these included dividend payments of $458,433, $472,923, and $538,291; and borrowings under the Secured Revolving Credit Facility of $3,400,000, $46,100,000, and $44,000,000, respectively. During the year ended June 30, 2026, financing activities also included borrowings under the OZK Credit Facility of $62,675,000.
For the years ended June 30, 2026, 2025, and 2024, respectively, we repaid, in aggregate, $67,956,716, $28,400,000, and $16,200,000 under the OZK Credit Facility and the Secured Revolving Credit Facility.
Senior Secured Revolving Credit Facility
On September 21, 2023, the Company entered into a senior secured revolving credit agreement (the "Senior Secured Revolving Credit Facility"), by and among the Company, as borrower, the lenders party thereto, and SMBC, as administrative agent. In conjunction with the closing of the Senior Secured Revolving Credit Facility, we terminated the previous credit facility.
The Senior Secured Revolving Credit Facility provided for borrowings in U.S. dollars and certain agreed upon foreign currencies in an initial aggregate amount of up to $20,000,000 with an option for the Company to request, at one or more times, that existing and/or new lenders, at their election, provide up to $150,000,000 in aggregate. The Senior Secured Revolving Credit Facility provided for swingline loans in an aggregate principal amount at any time outstanding that will not exceed $5,000,000. On January 30, 2024, the Company entered into the first amendment (the "First Amendment") to the Senior Secured Revolving Credit Facility. Among other changes, the First Amendment amended the original Senior Secured Revolving Credit Facility to provide for an increase in the aggregate commitment from $20,000,000 to $65,000,000. On February 1, 2024, there was an automatic commitment increase which increased the aggregate commitment from $65,000,000 to $75,000,000. Availability under the Senior Secured Revolving Credit Facility will terminate on the earlier of the commitment termination date of September 19, 2025 ("Commitment Termination Date") or the date of termination of the revolving commitments thereunder, and the outstanding loans under the Senior Secured Revolving Credit Facility will mature on September 21, 2026. The Senior Secured Revolving Credit Facility also required mandatory prepayment of interest and principal upon certain events, including after the date of termination of the revolving commitments thereunder from asset sales, extraordinary receipts, returns of capital, equity issuances, and incurrence of indebtedness, with certain exceptions and minimum amount thresholds.
Borrowings under the Senior Secured Revolving Credit Facility were subject to compliance with a borrowing base test. Amounts drawn under the Senior Secured Revolving Credit Facility in U.S. dollars would bear interest at either term SOFR plus a credit spread adjustment of 0.10% plus 2.5%, or the prime rate plus 1.5%. The Company could elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars could be converted from one rate to another at any time at the Company's option, subject to certain conditions. Amounts drawn under the Senior Secured Revolving Credit Facility in other permitted currencies bore interest at the relevant rate specified therein plus 2.5%.
During the period commencing on September 21, 2023 and ending on the earlier of the Commitment Termination Date or the date of termination of the revolving commitments under the Senior Secured Revolving Credit Facility, the Company paid a commitment fee of 0.375% per annum (based on the immediately preceding quarter's average usage) on the daily unused amount of the commitments then available thereunder.
In connection with the Senior Secured Revolving Credit Facility, the Company had made certain representations and warranties and must comply with various covenants and reporting requirements customary for facilities of this type. In addition, the Company complied with the following financial covenants with respect to the Company and its consolidated subsidiaries: (a) the Company maintained a minimum shareholders' equity, measured as of each fiscal quarter end; and (b) the Company must maintain at all times an asset coverage ratio not less than 150%.
The Senior Secured Revolving Credit Facility contained events of default customary for facilities of this type. Upon the occurrence of an event of default, the administrative agent, at the request of the required lenders, may terminate the commitments and declare the outstanding advances and all other obligations under the Senior Secured Revolving Credit Facility immediately due and payable.
The Company's obligations under the Senior Secured Revolving Credit Facility were guaranteed by Prospect Flexible Funding, LLC, a subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The Company's obligations under the Senior Secured Revolving Credit Facility were secured by a first priority security interest in substantially all of the assets of the Company and certain of the Company's subsidiaries.
During the years ended June 30, 2026, 2025, and 2024, we realized a loss on the extinguishment of debt in the amount of $495,849, $0 and $66,844, respectively related to the Senior Secured Revolving Credit Facility.
OZK Credit Facility
On August 12, 2025, the Company, as servicer, entered into a $75 million senior secured revolving credit facility (the "OZK Credit Facility") with Bank OZK acting as facility agent. In connection with the OZK Credit Facility, the Company's wholly-owned financing subsidiary, Prospect Flexible Funding, LLC (the "Borrower"), as borrower, and each of the other parties thereto entered into a Loan and Servicing Agreement, dated as of August 12, 2025 (the "Loan Agreement"). In conjunction with the closing of the OZK Credit Facility, we terminated and fully paid down the Senior Secured Revolving Credit Facility.
The OZK Credit Facility is scheduled to mature on August 10, 2029 and generally bears interest at a rate of one-month SOFR + 2.50%. The OZK Credit Facility is secured by assets of the Borrower. Under the Loan Agreement, the Borrower has made certain customary representations and warranties and is required to comply with various covenants, including borrowing restrictions, reporting requirements and other customary requirements for similar credit facilities. The Loan Agreement includes usual and customary events of default for credit facilities of this nature.
The OZK Credit Facility requires the Borrower to pledge assets as collateral in order to borrow under the OZK Credit Facility. The OZK Credit Facility contains restrictions pertaining to the geographic and industry concentrations of funded loans, maximum size of funded loans, interest rate payment frequency of funded loans, maturity dates of funded loans and minimum equity requirements, among other items. The OZK Credit Facility also contains certain requirements relating to portfolio performance, including limitations on delinquencies and charge-offs, a violation of which could result in the early termination of the OZK Credit Facility. As of June 30, 2026, we were in compliance with the applicable covenants of the OZK Credit Facility.
As of June 30, 2026, we had $43,618,284 outstanding on our OZK Credit Facility. As of June 30, 2026, the investments used as collateral for the OZK Credit Facility had an aggregate fair value of $61,214,804, which represents 83% of our total investments for the period. As of June 30, 2026, cash balances of $8,255,702 were used as collateral for the OZK Credit Facility. The fair value of the OZK Credit Facility was $43,618,284 and is categorized as Level 3 under ASC 820 as of June 30, 2026. The fair value of the OZK Credit Facility approximates its carrying value as the OZK Credit Facility is repriced to a market rate of interest frequently.
In connection with the origination of the OZK Credit Facility, we incurred $959,106 in fees, all of which are being amortized over the term of the OZK Credit Facility. As of June 30, 2026, $747,722 remains to be amortized and is reflected as deferred financing costs on the Consolidated Statements of Assets and Liabilities.
During the years ended June 30, 2026, 2025, and 2024, we recorded $2,480,590, $0 and $0, respectively, of interest costs and amortization of financing costs on the OZK Credit Facility as interest expense.
For the year ended June 30, 2026, the average stated interest rate (i.e., rate in effect plus the spread) was 6.42% under the OZK Credit Facility and the Senior Secured Revolving Credit Facility.
For the years ended June 30, 2025 and 2024, the average stated interest rate (i.e., rate in effect plus the spread) was 7.30%, and 7.80%, respectively, under the Senior Secured Revolving Credit Facility.
For the year ended June 30, 2026, average outstanding borrowings under the OZK Credit Facility and Senior Secured Revolving Credit Facility were $38,394,610.
For the years ended June 30, 2025 and 2024, average outstanding borrowings under the Senior Secured Revolving Credit Facility was $44,141,918 and $8,199,454, respectively.
Recent Developments
Management has evaluated all known subsequent events through the date of issuance of these consolidated financial statements and notes the following:
Distributions:
On July 17, 2026, our Board of Directors declared a distribution for the month of July 2026, which reflects a targeted annualized distribution rate of 10.0% based on the net asset value per share as of March 31, 2026. The distribution will be payable to stockholders of record as of the monthly record date set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
PFLOAT Class A Common Stock, per share
|
|
PFLOAT Class I Common Stock, per share
|
|
July 31, 2026
|
|
August 7, 2026
|
|
$0.03655
|
|
$0.03655
|
On August 21, 2026, our Board of Directors declared a distribution for the month of August 2026, which reflects a targeted annualized distribution rate of 10.0% based on the net asset value per share as of June 30, 2026. The distribution will be payable to stockholders of record as of the monthly record date set forth below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date
|
|
Payment Date
|
|
PFLOAT Class A Common Stock, per share
|
|
PFLOAT Class I Common Stock, per share
|
|
August 31, 2026
|
|
September 8, 2026
|
|
$0.03242
|
|
$0.03242
|
On September 22, 2026, our Board of Directors declared a distribution for the month of September 2026, which reflects a targeted annualized distribution rate of 10.0% based on the net asset value per share as of June 30, 2026. The Board of Directors also declared a quarterly cash "bonus" distribution, which, together with the base cash distribution reflects a total annualized cash distribution of 14.46% on the same basis. The distribution will be payable to stockholders of record as of the monthly record date set forth below.
|
|
|
|
|
|
|
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Record Date
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Payment Date
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PFLOAT Class A Common Stock, per share
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PFLOAT Class I Common Stock, per share
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September 30, 2026
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October 7, 2026
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$0.07575
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$0.07575
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Issuance of Common Stock
For the period beginning July 1, 2026 and ending September 28, 2026, the Company issued 325,824 shares of its Class A and Class I common stock pursuant to its distribution reinvestment plan in the amount of $1,256,491, and issued 13,054 shares of its Class I common stock pursuant to the continuous multi-class offering in the amount of $50,000.
Repurchase Offer
On June 26, 2026, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A and Class I common stock we could repurchase with the cash we retained during the quarter ended March 31, 2026 as a result of issuing shares through our distribution reinvestment plan to those shareholders who elected to receive their distributions in the form of additional shares rather than in cash. The total cash retained during the quarter ended March 31, 2026 as a result of issuing shares through our distribution reinvestment plan prior to this tender offer was approximately $1,160,560. The tender offer was for cash at a price equal to the net asset value per share as of July 31, 2026. The offer expired at 4:00 P.M., Eastern Time, on July 29, 2026 and a total of 58,090 Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. In accordance with the terms of the Offer, the Company purchased all 58,090 Shares validly tendered and not withdrawn at a price equal to $3.88 per Share for an aggregate purchase price of approximately $225,389.
On September 18, 2026, under our share repurchase program, we made a tender offer to purchase up to the number of shares of our issued and outstanding Class A and Class I common stock we could repurchase with the cash we retained during the quarter ended June 30, 2026 as a result of issuing shares through our distribution reinvestment plan to those shareholders who elected to receive their distributions in the form of additional shares rather than in cash. In addition, we further limit the number of Shares to be repurchased in any calendar year to 10% of the weighted average number of Shares outstanding in the prior calendar year, or 2.5% in each quarter. The tender offer is for cash at a price equal to the net asset value per share as of October 31, 2026. The total cost to us of purchasing the estimated maximum number of Shares pursuant to the Offer, assuming a Purchase Price of $3.88 (based upon the most recently publicly disclosed NAV per share for both Class A and Class I shares as of July 31, 2026). would be approximately $869,512. The offer will expire at 4:00 P.M., Eastern Time, on October 30, 2026, unless extended.
OZK Credit Facility
On July 15, 2026, August 17, 2026, August 21, 2026 and September 22, 2026 the Company repaid $223,922, $61,039, $900,000 and $3,000,000, respectively, on the OZK Credit Facility. As of September 28, 2026, the outstanding balance on the OZK Credit Facility was $39,433,323.
Investment Activity
During the period beginning July 1, 2026 and ending September 28, 2026, the Company made two investments in portfolio companies totaling $132,461.
During the period beginning July 1, 2026 and ending September 28, 2026, the Company partially sold three investments in portfolio companies totalling $4,000,000 of par for net proceeds of $4,018,545.