Vista Credit Strategic Lending Corp.

08/07/2026 | Press release | Distributed by Public on 08/07/2026 09:51

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with "ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS". This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Vista Credit Strategic Lending Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in "ITEM 1A. RISK FACTORS" in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 11, 2026. This discussion also should be read in conjunction with the "Forward-Looking Statements" appearing elsewhere in this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements. In this report, "we", "us", and "our" refer to Vista Credit Strategic Lending Corp. and its wholly owned subsidiaries.

Overview

We were formed on March 15, 2022 as a corporation under the laws of the State of Maryland. We have elected to be treated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). We have also elected to be treated, and intend to qualify annually, as a regulated investment company (a "RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") for U.S. federal income tax purposes. As a BDC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying" assets, source of income limitations, asset diversification requirements and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation by investing in a portfolio of investments that primarily consist of senior or subordinated debt, preferred stock or other interests senior to common equity as well as equity securities (or rights to acquire equity securities) acquired in connection with debt financing transactions in management buyouts, recapitalizations and other opportunities. Our investment strategy is intended to generate favorable returns across credit cycles with an emphasis on preserving capital. To achieve our investment objective, we leverage an extensive network of relationships with other sophisticated institutions to source, evaluate and, as appropriate, partner with on transactions. There are no assurances that we will achieve our investment objective.

We invest in "middle-market companies," which we define to generally mean companies with earnings before interest, taxes, depreciation, and amortization ("EBITDA") of less than $250 million annually, and/or annual revenue of $25 million to $2.5 billion at the time of investment, in the enterprise software, data and technology-enabled business sectors, which focus on designing and implementing software solutions specifically to meet the needs of large, complex organizations. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when we believe that there are dislocations in the capital markets such that assets are mispriced on an absolute or relative basis, including the high yield and syndicated loan markets. We generally invest in companies with a low loan-to-value ratio, which we consider to be 50% or below. The loan-to-value ratio measures the relationship between our investment and the enterprise value of the related borrower/issuer (i.e., the aggregate assets securing the investment). The enterprise value of our borrowers typically ranges from $500 million to over $5.0 billion. Our target credit investments typically have maturities between three and seven years with an average duration between three and five years and generally range in size between $10 million and $75 million. The investment size varies based on numerous factors, including the size of our capital base.

We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These 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. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically will not fully pay down principal prior to maturity, which could increase our risk of losing part or all of our investment. Under normal circumstances, we invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit investments (loans, bonds and other credit instruments). Our credit investments typically consist of first-lien, unitranche, and second-lien debt facilities, and may include mezzanine debt, any of which may be "covenant-lite" (i.e., loans that do not have a complete set of financial maintenance covenants).

On June 16, 2023, Vista Credit BDC Management, L.P. (our "Adviser"), purchased 1,250.000 shares of our Common Stock at $20.00 per share, which represented the initial public offering price of such shares.

On September 8, 2023 and September 22, 2023, we held our initial closings and entered into subscription agreements with investors providing for the private placement of our shares of common stock. As of June 30, 2026, we had received capital commitments totaling $1,181.7 million. As of June 30, 2026, we have issued 48,235,962.032 shares of our common stock, for gross proceeds of $1,013.2 million.

Total capital commitments as of June 30, 2026, include a $50.0 million capital commitment from VHG Capital, L.P., an entity affiliated with us and the Adviser. As of June 30, 2026, VHG Capital, L.P. had purchased 1,688,668.335 shares of common stock for a total purchase price of $33.4 million.

Investments

Our level of investment activity (both the number of investments and the size of each investment) can and will 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 general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.

Revenues

We generate revenues primarily in the form of interest income from the debt securities we hold and dividends and capital appreciation on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. To the extent loans contain payment-in-kind ("PIK") provisions, PIK interest, computed at the contractual rates is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. In addition, we may also generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees. Certain of these fees may be capitalized and amortized as additional interest income over the life of the related loan. Our target credit investments will typically have maturities between three and seven years.

Many of our debt investments typically do not fully pay down principal prior to maturity and have floating interest rates that reset on a periodic basis, usually determined on the basis of a benchmark such as the Secured Overnight Financing Rate ("SOFR") or an alternative reference rate which may affect our net investment income over the long term and increase the risk of losing part or all of the investment.

Dividend income on preferred equity 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 is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. To the extent a preferred equity investment contains PIK provisions, PIK dividends, computed at the contractual rates, are accrued and recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity.

Our investment transactions also reflect the proceeds from repayment or sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Expenses

Our primary operating expenses include the payment of the management fee, incentive fee, expenses reimbursable under the agreements between us and our Adviser, including an administration agreement (the "Administration Agreement") and an investment advisory agreement (the "Investment Advisory Agreement"), legal and professional fees, interest and other debt expenses, offering and organization expenses, and other operating expenses.

We expect, but cannot ensure, that our general and administrative expenses will increase in dollar terms during periods of asset growth but will decline as a percentage of total assets during such periods.

Allocation of Income, Expenses, Gains and Losses

Income, expenses (other than those attributable to a specific class of common stock), gains and losses are allocated to each class of common stock based on the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class of common stock are charged against the operations of that class.

Distributions

Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on the Company's earnings, financial condition, maintenance of the Company's tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. Although the gross distribution per share is generally equivalent for each class of common stock, the net distribution for each class of common stock is reduced for any class-specific expenses, including distribution and shareholder servicing fees, if any.

Portfolio and Investment Activity

Portfolio Composition

Vista Credit Partners invests across three primary strategies. FounderDirect refers to directly originated credit investments in non-sponsored enterprise software companies where there is no single financial institution that owns more than 50% economic ownership or governance control. These are typically senior secured loans made to companies that have matured beyond the early stage and are seeking less dilutive capital to support continued growth, acquisitions, or stockholder liquidity. Sponsor Credit focuses on senior secured loans to sponsor-backed software businesses, leveraging Vista's domain expertise and sponsor relationships to structure deals with strong protections. Syndicated Credit includes select participations in broadly syndicated first-lien loans to larger software companies, providing diversification and liquidity across the portfolio.

As of June 30, 2026 and December 31, 2025, our portfolio by investment strategy at fair value was comprised of the following:

As of June 30, 2026

As of December 31, 2025

(In thousands)

Fair
Value

% of Total
Value

Fair
Value

% of Total
Value

Sponsor Credit

$

1,300,786

69.8

%

$

927,884

63.2

%

Founder Direct

355,589

19.1

348,766

23.8

Syndicated Credit

207,269

11.1

191,578

13.0

Total

$

1,863,644

100.0

%

$

1,468,228

100.0

%

Below is a summary of certain characteristics of our investment portfolio as of June 30, 2026 and December 31, 2025. These calculations include all debt investments, as applicable, for which fair value is determined by the Adviser, in conjunction with third-party valuation firms, and excludes non-accrual assets. Amounts are weighted based on fair market value of each respective investment. Portfolio company information utilized in certain calculations was derived from the most recently available portfolio company financial statements, which has not been independently reviewed by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information. Revenues, EBITDA, gross margins, and EBITDA margins reported by our portfolio companies and used in the calculations below are generally for the trailing twelve-month period.

Portfolio Characteristics:

As of
June 30, 2026

As of
December 31, 2025

Number of investments

136

115

Number of portfolio companies

62

49

Weighted average loan-to-value ("LTV")(1)

38.6

%

37.2

%

Weighted average gross margin(2)

67.5

%

65.5

%

Weighted average EBITDA margin(3)

37.5

%

36.6

%

Percentage of total investments at fair value

First-lien debt

95.1

%

97.2

%

Preferred and Other Equity

4.9

%

2.8

%

Percentage of debt investments at fair value

Floating rate(4)

100.0

%

99.3

%

Fixed interest rate

0.0

%

0.7

%

(1)
LTV is the ratio of total debt minus cash, divided by the estimated enterprise value or value of the underlying collateral of the portfolio company. Total debt only includes the debt issued through the tranche in which we are a lender and excludes any debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration the contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. "Value" represents an estimate of enterprise value of each portfolio company, a calculation that will vary by portfolio company.
(2)
Gross margin is calculated as gross profit divided by total revenue of the portfolio company. As of each June 30, 2026 and December 31, 2025, excludes four portfolio company investments where gross margin is not reported by the portfolio company.
(3)
EBITDA margin is calculated as EBITDA divided by total revenue of the portfolio company. Excludes sixteen and thirteen portfolio company investments as of June 30, 2026 and December 31, 2025, respectively, where EBITDA margin may not be the appropriate measure of credit risk as the investments were underwritten and covenanted based on recurring revenue as opposed to EBITDA.
(4)
Primarily subject to interest rate floors.

Our investment activity for the three and six months ended June 30, 2026 and 2025 is presented below (information presented herein is at amortized cost unless otherwise indicated):

(In thousands)

For the Three Months
Ended June 30, 2026

For the Three Months
Ended June 30, 2025

For the Six Months
Ended June 30, 2026

For the Six Months
Ended June 30, 2025

Investments:

Total investments at amortized cost, beginning of period

$

1,614,726

$

597,969

$

1,460,156

$

504,119

New investments purchased

298,904

138,614

602,918

257,185

Net accretion of discount on investments

1,624

442

5,197

798

PIK interest capitalized

-

241

2,777

292

Investments sold or repaid

(29,141

)

(3,033

)

(184,935

)

(28,161

)

Total investments at amortized cost, end of period

$

1,886,113

$

734,233

$

1,886,113

$

734,233

The industry(1) compositions of the portfolio at amortized cost and fair value as of June 30, 2026 and December 31, 2025 were as follows:

As of June 30, 2026

As of December 31, 2025

Industry Composition:

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

Architecture, Construction & Engineering

1.5

%

1.6

%

2.1

%

2.0

%

Automobiles & Automobile Parts

4.5

4.3

4.2

4.1

Data & Analytics

4.7

4.6

6.0

6.0

Diversified Business Services

5.7

5.8

6.8

6.9

Diversified Consumer Services

-

-

1.0

1.0

Diversified Financial Institutions & Services

9.5

9.8

7.8

8.0

Diversified Software

9.3

9.4

7.3

7.4

Education

1.0

0.9

1.3

1.3

Financials

0.3

0.3

0.1

0.1

Government & Public Service

2.4

2.4

3.1

3.1

Government, Risk & Compliance

4.0

4.0

5.1

5.1

Healthcare IT & Technology

8.7

8.9

10.4

10.4

Hotels, Restaurants & Leisure

1.1

1.2

1.3

1.4

Infrastructure Software & DevOps

4.2

3.5

4.1

3.9

Insurance

5.7

5.8

5.0

5.0

IT Security

2.7

2.8

5.7

5.7

IT Services & IT Systems Management (Ex-Security)

12.9

12.5

11.7

11.7

Life Sciences, Biotechnology, and Pharmaceuticals

2.9

3.0

-

-

Media, Entertainment & Publishing

1.2

1.2

2.3

2.2

Real Estate

2.5

2.5

3.2

3.2

Retail - Consumer Staples

2.8

2.8

-

-

Telecom Services & IT Hardware

5.0

5.1

1.7

1.7

Transportation, Logistics & Supply Chain

5.5

5.6

7.9

7.9

Utilities & Utility Equipment and Services

1.9

2.0

1.9

1.9

Total

100.0

%

100.0

%

100.0

%

100.0

%

(1)
We use an internally developed industry classification system which was developed using the Global Industry Classification Standard (GICS®) as a reference. All investments are ultimately focused in enterprise software, data and technology-enabled business sectors.

As of June 30, 2026 and December 31, 2025, investments consisted of the following:

As of June 30, 2026

As of December 31, 2025

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

First-Lien Term Loans

$

1,796,184

$

1,771,640

$

1,421,188

$

1,427,843

Other Equity

54,659

56,706

38,157

39,543

Preferred Equity

35,270

35,298

811

842

Total

$

1,886,113

$

1,863,644

$

1,460,156

$

1,468,228

The weighted average investment income yields(1) for our first-lien debt, based on the amortized cost and fair value were as follows:

For the Six Months Ended June 30, 2026

For the Year Ended
December 31, 2025

Amortized
Cost

Fair
Value

Amortized
Cost

Fair
Value

First-Lien debt

9.9

%

9.9

%

10.5

%

10.5

%

(1)
The investment income yield is calculated as (a) the actual amount earned on earning debt investments, including interest and fee income and amortization of capitalized fees and discounts, divided by the weighted average of total earning debt investments.

As of June 30, 2026, all of our first-lien debt investments were performing and current on their interest payments.

As part of the monitoring process, our Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as "Internal Risk Ratings." Pursuant to these risk policies, an Internal Risk Rating of 1 to 4, which ratings are

defined below, is assigned to each debt investment in our portfolio. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage.

Internal Risk Ratings Definitions

Rating

Description

Investments with a grade of 1 involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit.

Investments with a grade of 2 involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and/or unchanged; and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. There is no concern about repayment of both interest and our costs basis. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2.

Investments with a grade of 3 indicate that the portfolio company is performing materially below expectations and the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of other factors such as non-compliance with debt covenants; however, payments are generally not more than 120 days past due.

Investments with a grade of 4 indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Adviser monitors and, when appropriate, changes the risk ratings assigned to each debt investment in our portfolio. Our Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings assigned as of June 30, 2026 and December 31, 2025.

As of June 30, 2026

As of December 31, 2025

(In thousands)

Fair
Value

% of Fair
Value

Fair
Value

% of Fair
Value

Internal Risk Rating 1

$

27,329

1.5

%

$

20,361

1.4

%

Internal Risk Rating 2

1,836,315

98.5

1,447,867

98.6

Internal Risk Rating 3

-

-

-

-

Internal Risk Rating 4

-

-

-

-

Total

$

1,863,644

100.0

%

$

1,468,228

100.0

%

As of June 30, 2026 and December 31, 2025, the weighted average Internal Risk Rating of our investment portfolio was 1.99 and 1.99, respectively.

Consolidated Results of Operations

For the three and six months ended June 30, 2026 and 2025

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. In addition, as we have continued to raise and deploy capital, we have experienced significant growth in total assets, total liabilities and net assets since commencing operations in the fourth quarter of 2023. As a result, year-over-year comparisons of operating results may not be meaningful.

Investment Income

Investment income for the three and six months ended June 30, 2026 and 2025 was as follows:

(In thousands)

For the Three Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

For the Six Months Ended June 30, 2026

For the Six Months Ended June 30, 2025

First-lien debt

$

40,334

$

17,118

$

82,145

$

30,889

Dividend income

1,066

193

2,070

384

Total Investment Income

$

41,400

$

17,311

$

84,215

$

31,273

Interest income on our debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan's credit agreement. As of June 30, 2026, there were no debt investments on non-accrual status.

Total investment income increased from $17.3 million for the three months ended June 30, 2025 to $41.4 million for the three months ended June 30, 2026 due to the increase in our investment portfolio from $737.2 million at June 30, 2025 to $1.8 billion at June 30, 2026. Total investment income increased from $31.3 million for the six months ended June 30, 2025 to $84.2 million for the six months ended June 30, 2026 also due to the significant increase in our investment portfolio over this twelve month time period.

Our weighted-average investment income yield on total investments, calculated based on the fair value of our income-producing investments, was 9.9% and 10.4% for the three and six months ended June 30, 2026, respectively, compared with 10.3% for both the three and six months ended June 30, 2025. The decline in yield for the three-month period primarily reflected lower SOFR rates, to which substantially all of our variable-rate loans are indexed. The impact of lower SOFR rates on the six-month period was more than offset by higher other fee income earned during the first quarter of 2026, which was non-recurring in nature.

Net investment income after giving effect to any expense support and waivers of expenses for the three and six months ended June 30, 2026 and 2025 was as follows:

(In thousands)

For the Three Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

For the Six Months Ended June 30, 2026

For the Six Months Ended June 30, 2025

Total investment income

$

41,400

$

17,311

$

84,215

$

31,273

Total expenses

21,772

10,189

40,280

18,335

Expense support and waivers

-

(79

)

-

(188

)

Net expenses after expense support and waivers

21,772

10,110

40,280

18,147

Net investment income

$

19,628

$

7,201

$

43,935

$

13,126

Net investment income increased from $7.2 million for the three months ended June 30, 2025 to $19.6 million for the three months ended June 30, 2026 due to the increase in our investment portfolio from $737.2 million at June 30, 2025 to $1.8 billion at June 30, 2026. Net investment income increased from $13.1 million for the six months ended June 30, 2025 to $43.9 million for the six months ended June 30, 2026 also due to the significant increase in our investment portfolio over this twelve month time period. Waivers and reimbursement of expenses for the three months ended June 30, 2025 are due to voluntarily waived costs and expenses due to the Adviser under the Administration Agreement as the Adviser was voluntarily capping expenses under the Administration Agreement at 15 basis points per annum of total weighted average investments. The voluntary waiver was not applicable for the three months ended June 30, 2026 and is no longer being provided by the Adviser as our costs pursuant to the Administration Agreement are now below the 15 basis points cap. See Note 5. Related-Party Transactions, to the consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q for more information on the expense waivers and reimbursement of expenses.

Expenses

Expenses for the three and six months ended June 30, 2026 and 2025 were as follows:

(In thousands)

For the Three Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

For the Six Months Ended June 30, 2026

For the Six Months Ended June 30, 2025

Expenses:

Interest expense and credit facility fees

$

13,658

$

5,978

$

24,624

$

11,283

Management fees

2,918

1,053

5,907

1,907

Incentive fees

2,804

1,375

5,123

1,922

Distribution and shareholder servicing fees

Class S

217

-

432

-

Professional fees

660

555

1,099

1,011

Other general and administrative expenses

812

671

1,525

1,193

Administrative service fees

416

329

976

648

Offering costs

138

86

312

107

Directors fees

90

84

167

150

Insurance costs

59

58

115

114

Total expenses before expense support and waivers

21,772

10,189

40,280

18,335

Expense support and waivers

-

(79

)

-

(188

)

Net expenses after expense support and waivers

$

21,772

$

10,110

$

40,280

$

18,147

Interest expense and credit facility fees represents interest and fees incurred under the Credit Facilities (defined below). Total interest expense increased from $6.0 million for the three months ended June 30, 2025 to $13.7 million for the three months ended June 30, 2026 due to the increase in our total borrowings outstanding from $266.1 million at June 30, 2025 to $959.4 million at June 30, 2026. Total interest expense increased from $11.3 million for the six months ended June 30, 2025 to $24.6 million for the six months ended June 30, 2026 also due to the significant increase in our total borrowings outstanding over this twelve month time period. For more information about our outstanding borrowings, including the terms thereof, see Note 6. Borrowings in the notes to our consolidated financial statements and in the Liquidity and Capital Resources section below.

Management fees increased as a result of an increase in average gross assets for the three months ended June 30, 2025 to the three months ended June 30, 2026 and for the six months ended June 30, 2025 to the six months ended June 30, 2026.

Incentive fees (includes both the Investment Income Incentive Fee and Capital Gains Incentive Fee as defined in Note 5. Related Party Transactions) increased due to an increase in the Investment Income Incentive Fee as a result of an increase in pre-incentive fee net investment income for the three months ended June 30, 2025 to the three months ended June 30, 2026 and for the six months ended June 30, 2025 to the six months ended June 30, 2026. For the three and six months ended June 30, 2026 and 2025, we exceeded the 5.0% hurdle rate and the Adviser earned 12.5% of pre-incentive fee net investment income. For the three and six months ended June 30, 2026, the Company recorded Capital Gains Incentive Fee expense of $0 thousand and a reversal of $(1,009) thousand, respectively. For the three and six months ended June 30, 2025, the Company recorded Capital Gains Incentive Fee expense of $303 thousand and $41 thousand, respectively. The changes in the Capital Gains Incentive Fee were primarily attributable to changes in unrealized appreciation and depreciation during the respective periods.

Professional fees include legal, rating agencies, tax, valuation, technology and other professional fees incurred relating to the management of us. Other general and administrative expenses include sub-administrative service fees, filing, research, subscriptions, and other costs. Sub-administrative service fees represent fees paid to State Street Bank and Trust Company pursuant to the State Street Sub-Administration Agreement. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our executive officers and their respective staff. Offering costs include expenses incurred in our initial formation and in the offering of our common stock. In total, the majority of our operating expense categories have increased primarily due to the costs associated with servicing a growing portfolio.

Waivers and reimbursements of expenses include expenses the Adviser has voluntarily agreed to waive pursuant to the Administration Agreement and expenses reimbursed by the Adviser pursuant to the Expense Support Agreement. Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. Beginning with the three months ended September 30, 2024, the Adviser agreed to voluntarily waive costs and expenses reimbursable by us to the Adviser under the Administration Agreement to the extent such costs and expenses exceed an amount equal to 15 basis points (annualized) of the weighted average fair value of our total investments for such period. For the three and six months ended June 30, 2026, the Adviser did not waive any administrative service fees under the Administration Agreement, as such expenses were below 15 basis points (annualized) of the weighted average fair value of our total investments for the respective periods. For the three and six months ended June 30, 2025, the Adviser waived administrative service fees of $79 thousand and $188 thousand, respectively, under the Administration Agreement.

We have entered into an expense support agreement with the Adviser. The Adviser may elect to pay the certain expenses on our behalf (the "Expense Payments"), provided that no portion of the payment will be used to pay any interest expense or distribution and/or servicing fees incurred by us. Any Expense Payment that the Adviser has elected to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than 45 days after such election was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.

The following table presents a summary of the Expense Payments and reimbursements of Expense Payments since our inception:

As of (In thousands)

Expense Payments
Incurred by Adviser

Reimbursement
Payments to Adviser

Unreimbursed
Expense Payments

June 30, 2026

$

3,600

$

-

$

3,600

December 31, 2025

3,600

-

3,600

Net Realized Gains (Losses) and Net Change in Unrealized Appreciation (Depreciation) on Investments

Net realized gain (loss) and net change in unrealized appreciation (depreciation) for the three and six months ended June 30, 2026 and 2025 were as follows:

(In thousands)

For the Three Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

For the Six Months Ended June 30, 2026

For the Six Months Ended June 30, 2025

Net realized gain (loss) on investments

$

(712

)

$

(18

)

$

605

$

(154

)

Net change in unrealized appreciation (depreciation) on investments

(5,720

)

2,441

(30,541

)

478

Net realized and unrealized gain (loss) on investments

$

(6,432

)

$

2,423

$

(29,936

)

$

324

During the three months ended June 30, 2026, we recorded a net loss primarily attributable to the sale of one Level II investment. For the six months ended June 30, 2026, the Company recorded a net gain of $605 thousand, as the second-quarter loss was more than offset by an approximately $1.3 million realized gain on the sale of a Level II investment during the first quarter of 2026. For the three and six months ended June 30, 2025, we recorded net realized losses of $(18) thousand and $(154) thousand, respectively, including a realized loss of $(136) thousand on the sale of one Level II investment.

During the three and six months ended June 30, 2026, we recorded unrealized appreciation on 106 and 63 investments totaling approximately $8.6 million and $6.0 million, respectively, and unrealized depreciation on 52 and 103 investments of approximately $(14.3) million and $(36.5) million, respectively. During the three and six months ended June 30, 2025, we recorded unrealized appreciation on 77 and 74 investments totaling approximately $2.8 million and $3.5 million, respectively,and unrealized depreciation on 32 and 37 investments of approximately $(0.3) million and $(3.0) million, respectively. The net change in unrealized depreciation for the three and six months ended June 30, 2026 was due to the private credit markets experiencing notable volatility, driven primarily by widening credit spreads and a shift in investor risk appetite. This has had a direct impact on debt and equity valuations across our portfolio, particularly as we are focused on software and technology borrowers and increased scrutiny around the potential disruptive effects of artificial intelligence on certain software business models.

Income Taxes, Including Excise Taxes

We have elected to be treated and intend to operate in a manner so as to continuously qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our investment company taxable income, determined without regard to any deduction for dividends paid.

If we fail to distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years (together, the "Excise Tax Distribution Requirements"), we will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements. We intend to address these and other issues to the extent necessary in order to seek to ensure that we distribute sufficient income to avoid any material amount of either U.S. federal income tax or the 4% nondeductible U.S. federal excise tax. Although we generally intend to operate so as to meet the Excise Tax Distribution Requirements, no assurances can be provided in this regard and we may be required to pay the excise tax on a portion of our income.

We did not incur any excise tax expense for any of the periods presented.

Liquidity and Capital Resources

We generate cash primarily from (i) the net proceeds of capital drawdowns of our privately placed capital commitments, (ii) cash flows from our operations, (iii) our existing financing arrangements and any additional financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks and issuances of senior securities. Our primary use of cash is for (a) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (b) the cost of operations (including paying the Adviser), (c) debt service of any borrowings, (d) cash distributions to the holders of our common stock and (e) repurchases of our common stock. We believe our current cash position and net cash provided by operating activities, along with capital drawdowns from the private offering of our common stock and borrowings from financial institutions, will provide us with sufficient resources to meet our obligations and continue to support our investment objectives, including reserving for the capital needs that may arise at our portfolio companies, for the next 12 months and beyond.

As of June 30, 2026 and December 31, 2025, we had $41.0 million and $49.6 million, respectively, in cash, cash equivalents and restricted cash. For the six months ended June 30, 2026, our cash and cash equivalents balance decreased by $8.6 million. During that period, $386.2 million was used in operating activities, primarily due to investment purchases of $618.4 million, offset by $185.5 million in repayments of investments in portfolio companies. During the same period, $377.6 million was provided by financing activities, consisting primarily of proceeds from issuances of shares of common stock of $61.0 million and net proceeds from secured borrowings of $414.6 million.

We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the common stock if our asset coverage, as defined in the 1940 Act, would be at least equal to 200% immediately after each such issuance. However, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. On June 16, 2023, our stockholders approved a proposal that allows us to reduce our asset coverage ratio to 150%, which proposal was effective as of June 17, 2023. This means that generally, we can borrow up to $2 for every $1 of investor equity. Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. As of June 30, 2026, asset coverage was 196.2% and the asset coverage per unit was $2,528.

On June 26, 2024 (the "Effective Date") we entered into a loan financing and servicing agreement (as amended, the "DB Credit Facility") with Deutsche Bank AG through our wholly owned and consolidated subsidiary, VCSL Funding 1 LLC ("VCSL Funding 1"). As of June 30, 2026 and December 31, 2025, the maximum commitment was $450.0 million

and $450.0 million, respectively. The period during which VCSL Funding 1 may request drawdowns under the DB Credit Facility (the "Revolving Period") commenced on the Effective Date and will continue through June 26, 2027 unless there is an earlier termination or event of default. The DB Credit Facility will mature on the earliest of (i) two years from the last day of the Revolving Period, (ii) the date on we cease to exist or (iii) the occurrence of an event of default.

On April 7, 2025, we amended the DB Credit Facility to provide that borrowings under the DB Credit Facility will bear interest at a floating rate equal to the base rate plus (i) 2.15% per annum (reduced from 2.40% per annum) during the Revolving Period, and (ii) 2.30% per annum (reduced from 2.90% per annum) following expiration of the Revolving Period for the remaining term of the DB Credit Facility. The base rate under the DB Credit Facility is three-month SOFR. A facility agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day.

On July 18, 2025, we amended the DB Credit Facility to increase the maximum commitment under the DB Credit Facility from $350.0 million to $450.0 million.

The DB Credit Facility is secured by all of the assets held by VCSL Funding 1. VCSL Funding 1 has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. As of June 30, 2026 and December 31, 2025, we were in compliance in all material respects with the terms of the DB Credit Facility.

On September 5, 2025, we entered into a senior secured revolving credit agreement (the "ING Credit Facility") by and among the Company, as Borrower, ING Capital LLC, as Administrative Agent, Sole Bookrunner and Arranger, and the other lenders and issuing banks from time to time party thereto. Capitalized terms used but not defined in the next four paragraphs shall have the meanings set forth in the ING Credit Facility.

The ING Credit Facility provides for a revolving credit facility in an initial amount of up to $150.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Credit Facility may be increased to $500.0 million if we exercise the uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing.

The Revolving Period under the ING Credit Facility will terminate on September 5, 2029 and the facility will mature on September 5, 2030.

Interest under the ING Credit Facility is payable, at our election, at either Daily Simple RFR, Term SOFR (or other term benchmark rate) or the Alternate Base Rate (defined as the greater of (i) the prime rate as last quoted by The Wall Street Journal, (ii) the federal funds effective rate for such day plus 0.5%, (iii) Term SOFR for a period of one month plus the applicable credit adjustment spread plus 1.0% and (iv) 1.0% plus an applicable margin equal to (I) (a) during any period in which we fail to maintain a credit rating of at least BBB-/Baa3 (or equivalent) from at least one of S&P, Moody's or Fitch, (i) with respect to any ABR Loan, 1.25% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 2.25% per annum; or (b) during any period in which we maintain a credit rating of at least BBB-/Baa3 (or equivalent) from at least one of S&P, Moody's or Fitch, (i) with respect to any ABR Loan, 1.00% per annum; and (ii) with respect to any Term Benchmark Loan or RFR Loan, 2.00% per annum plus (II) an applicable credit adjustment spread of (a) with respect to any Term Benchmark Loan denominated in Dollars, 0.10%, (b) with respect to any RFR Loan denominated in GBP, 0.0326% and (c) with respect to Term Benchmark Loans denominated in CAD, 0.29547% for Loans with an interest period of one month and 0.32138% for Loans with an interest period of three months. We will also pay a fee of 0.375% on daily undrawn amounts under the ING Credit Facility.

As of June 30, 2026 and December 31, 2025, we were in compliance in all material respects with the terms of the ING Credit Facility.

On October 2, 2025, we entered into a Master Note Purchase Agreement (the "Note Purchase Agreement") governing the issuance of $200.0 million in aggregate principal amount of our: (i) 5.85% Series 2025 Senior Notes, Tranche A, due October 2, 2028, in the aggregate principal amount of $62.5 million (the "Tranche A Notes"), (ii) 6.22% Series 2025 Senior Notes, Tranche B, due October 2, 2030, in the aggregate principal amount of $37.5 million (the "Tranche B Notes"), (iii) 5.85% Series 2025 Senior Notes, Tranche C, due October 2, 2028, in the aggregate principal amount of $62.5 million (the "Tranche C Notes") and (iv) 6.22% Series 2025 Senior Notes, Tranche D, due October 2, 2030, in the aggregate principal amount of $37.5 million (the "Tranche D Notes" and, together with the Tranche A Notes, the Tranche B Notes and the Tranche C Notes, the "2025 Notes") to institutional investors in a private placement. Interest

on the 2025 Notes will be due semiannually. The interest rates applicable to the 2025 Notes are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the 2025 Notes) in the event that, subject to certain exceptions, the 2025 Notes cease to have an investment grade rating and our secured debt ratio exceeds certain thresholds. In addition, we are obligated to offer to repay the 2025 Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest if certain change in control events occur. The Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by us.

The closing of the Tranche A Notes and Tranche B Notes occurred on October 2, 2025. The closing of the Tranche C Notes and the Tranche D Notes occurred on December 1, 2025. As of June 30, 2026 and December 31, 2025, we were in compliance in all material respects with the terms of the Note Purchase Agreement and the 2025 Notes.

On November 4, 2025, we entered into forward-starting interest rate swaps. The forward-starting interest rate swaps have an effective date of January 2, 2026. Under the forward-starting interest rate swap agreement related to the Tranche A Notes, we receive a fixed interest rate of 5.85% per annum and pay a floating interest rate of SOFR + 2.51% per annum on the $62.5 million of the Tranche A Notes. Under the forward-starting interest rate swap agreement related to the Tranche B Notes, we receive a fixed interest rate of 6.22% per annum and pay a floating interest rate of SOFR + 2.82% per annum on the $37.5 million of the Tranche B Notes. We designate each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

On December 8, 2025, we entered into forward-starting interest rate swaps. The forward-starting interest rate swaps have an effective date of January 2, 2026. Under the forward-starting interest rate swap agreement related to the Tranche C Notes, we receive a fixed interest rate of 5.85% per annum and pay a floating interest rate of SOFR + 2.45% per annum on the $62.5 million of the Tranche C Notes. Under the forward-starting interest rate swap agreement related to the Tranche D Notes, we receive a fixed interest rate of 6.22% per annum and pay a floating interest rate of SOFR + 2.74% per annum on the $37.5 million of the Tranche D Notes. We designate each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

On February 26, 2026 (the "Closing Date"), we completed a $517,188 asset backed securitization ("ABS V Securitization"). The debt issued in the ABS V Securitization was issued by VCP RRL ABS V (the "Issuer"), a wholly owned subsidiary of ABS V Investor (itself fully owned by the Company), pursuant to the Indenture, dated as of the Closing Date (the "Indenture"), by and between the Issuer and State Street Bank and Trust Company, as Trustee, and the Class A-L Credit Agreement, dated as of the Closing Date, by and among the Issuer, as borrower, EverBank N.A., as lender, and State Street Bank and Trust Company, as Trustee and as Loan Agent.

The debt issued by VCP RRL ABS V consists of (i) the Class A-L Floating Rate Loans, Class A-1 Floating Rate Term Notes, Class A-VF Variable Funding Notes, Class A-2 Fixed Rate Term Notes, Class B-1 Floating Rate Term Notes, Class B-2 Fixed Rate Term Notes (collectively, the "Securitization Debt"), Class C Floating Rate Term Notes, and the subordinated notes (the "Subordinated Notes" and, together with the Securitization Debt, the "Debt"). The Company indirectly retained the Class C and Subordinated Notes which are eliminated in consolidation. The terms of the Debt are summarized in the table below:

Class

Par Size ($)

Ratings (S&P)

Coupon

Class A-L Loans

80,000

A(sf)

SOFR + 2.15%

Class A-1 Notes

7,000

A(sf)

SOFR + 2.15%

Class A-VF Notes

75,000

A(sf)

(1)

Class A-2 Notes

179,350

A(sf)

5.49%

Class B-1 Notes

25,000

BBB(sf)

SOFR + 3.90%

Class B-2 Notes

21,541

BBB(sf)

7.24%

Class C Notes

36,203

BB(sf)

SOFR + 7.00%

Subordinated Notes

93,094

N/A

N/A

(1)
The coupon for the Class A-VF Notes will be a per annum rate equal to (a) with respect to a conduit investor, to the extent funded through asset-backed commercial paper, the CP Rate or (b) in any other case, the benchmark, in each case, plus 2.15%. The benchmark with respect to the Class A-VF Notes will be determined as set forth in the Class A-VF Purchase Agreement (as defined below).

The Class A-VF Notes were sold by the Issuer pursuant to the Class A-VF Purchase Agreement, dated as of the Closing Date (the "Class A-VF Purchase Agreement"), by and among the Issuer, as issuer, MUFG Bank Ltd., as committed note purchaser, funding agent and administrative agent, Gotham Funding Corporation and Victory Receivables Corporation, as conduit investors, and the Company, as collateral manager. The Class A-1 Notes, the Class A-2 Notes, the

Class B-1 Notes and the Class B-2 Notes (collectively, the "Offered Notes") were sold by the Issuer pursuant to the ABS V Note Purchase Agreement, dated as of the Closing Date, by and among the Issuer, and Deutsche Bank Securities Inc. and MUFG Securities Americas Inc., as initial purchasers of the Offered Notes.

The reinvestment period, during which the Issuer may acquire additional collateral obligations, ends on January 20, 2028. Subject to certain conditions as specified in the Indenture, the reinvestment period end date may be extended to January 20, 2029. Following the end of the reinvestment period, principal collections will be applied to repay the Securitization Debt in accordance with the priority of payments set forth in the Indenture. The Securitization Debt matures on January 20, 2038; however, it may be redeemed or repaid on any business day after August 26, 2027. The Securitization Debt is backed by a diversified portfolio of senior secured loans and is subject to our overall asset coverage requirement.

On March 13, 2026, we entered into forward-starting interest rate swaps related to the Class A-2 Notes and Class B-2 Notes. The forward-starting interest rate swaps have an effective date of March 17, 2026. Under the forward-starting interest rate swap agreement related to the Class A-2 Notes, we receive a fixed interest rate of 5.49% per annum and pay a floating interest rate of SOFR + 1.974% per annum on the $179,350 of the Class A-2 Notes. Under the forward-starting interest rate swap agreement related to the Class B-2 Notes, we receive a fixed interest rate of 7.24% per annum and pay a floating interest rate of SOFR + 3.692% per annum on the $21,541 of the Class B-2 Notes. We designate each forward-starting interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.

Although we believe that we will remain in compliance, there are no assurances that we will continue to comply with the covenants in the DB Credit Facility, the ING Credit Facility, the Note Purchase Agreement, the 2025 Notes or the Indenture (collectively the "Credit Facilities"), as applicable. Failure to comply with these covenants could result in a default under one or both of the Credit Facilities that, if we were unable to obtain a waiver from the applicable lenders, could result in the immediate acceleration of the amounts due under any or all of the Credit Facilities, and thereby have a material adverse impact on our business, financial condition and results of operations. Moreover, to the extent that we cannot meet our financing obligations, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.

As of June 30, 2026, we were in compliance in all material respects with the terms of our Credit Facilities. For more information on the Credit Facilities, see Note 6. Borrowings, to the consolidated financial statements in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Our debt obligations consisted of the following as of June 30, 2026 and December 31, 2025:

As of June 30, 2026

(In thousands)

Total
Facility

Borrowings
Outstanding

Unused
Portion
(1)

Amount
Available
(2)

ING Credit Facility

$

200,000

$

87,000

$

113,000

$

113,000

DB Credit Facility

450,000

365,500

84,500

6,754

Securitization Debt

387,891

312,891

75,000

75,000

2025 Notes

200,000

200,000

-

-

As of December 31, 2025

(In thousands)

Total
Facility

Borrowings
Outstanding

Unused
Portion
(1)

Amount
Available
(2)

ING Credit Facility

$

150,000

$

-

$

150,000

$

150,000

DB Credit Facility

450,000

345,000

105,000

105,000

2025 Notes

200,000

200,000

-

-

(1)
The unused portion is the amount upon which commitment fees are based.
(2)
Available for borrowing based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

Equity

As of June 30, 2026, we had $241.1 million of uncalled capital commitments from stockholders, including $16.6 million from entities affiliated with or related to our Adviser.

As of June 30, 2026

As of December 31, 2025

(In thousands)

Capital
Commitments

Unfunded
Capital
Commitments

% of
Capital
Commitments
Funded

Capital
Commitments

Unfunded
Capital
Commitments

% of
Capital
Commitments
Funded

Common Stock

$

1,181,717

$

241,126

79.6

%

$

1,178,814

$

231,126

80.4

%

Borrowings with original maturities of less than one year are classified as short-term. Our short-term borrowings are the result of investments that were sold under repurchase agreements. Investments sold under repurchase agreements are accounted for as collateralized borrowings as the sale of the investment does not qualify for sale accounting under Accounting Standards Codification ("ASC") Topic 860 and remains as an investment on the Consolidated Statements of Assets and Liabilities. We include other short-term borrowings in the balance of outstanding indebtedness in the calculation of our asset coverage requirement under the 1940 Act.

As of June 30, 2026, we had no short-term borrowings.

Subscriptions and Drawdowns

We have the authority to issue 400,000,000 shares of Class I common stock, 50,000,000 shares of Class S common stock and 50,000,000 shares of Class D common stock, each with a par value of $0.01 per share.

Total shares issued as of June 30, 2026 were 48,235,962.032. The following table summarizes activity in the number of shares issued (excluding shares issued via our distribution reinvestment plan) during the six months ended June 30, 2026:

Class I

Date

Shares
Issued

Proceeds
Received
(In thousands)

Issuance
Price per
Share

1/2/2026

1,143,056.311

$

22,580

$

19.75

2/2/2026

315,896.044

6,207

19.65

3/2/2026

1,026,690.050

19,889

19.37

4/1/2026

170,417.733

3,288

19.29

5/1/2026

254,970.884

4,896

19.21

6/1/2026

79,052.314

1,508

19.08

Class S

Date

Shares
Issued

Proceeds
Received
(In thousands)

Issuance
Price per
Share

2/2/2026

712.560

$

14

$

19.65

3/2/2026

19,358.196

375

19.37

5/1/2026

7,810.206

150

19.21

6/1/2026

68,125.960

1,300

19.08

Pursuant to our share repurchase program, $5,049 of Class I Common Stock, representing 256,971.145 shares, was transferred to Class S Common Stock during the six months ended June 30, 2026.

Dividends and Distributions

To the extent that we have taxable income available, we intend to make quarterly distributions to our stockholders. Dividends and distributions to stockholders are recorded on the applicable record date. The amount to be distributed to stockholders is determined by us each quarter and is generally based upon the taxable earnings estimated by management and available cash. Net realized capital gains, if any, will generally be distributed at least annually, although we may decide to retain such capital gains for investment.

We have adopted a distribution reinvestment plan under which shareholders will automatically receive dividends and other distributions in cash unless they elect to have their dividends and other distributions reinvested in additional shares. As a result of the foregoing, if our Board authorizes, and we declare a cash dividend or distribution, stockholders that have not "opted out" of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares rather than receiving cash.

The following table summarizes our distributions declared during the six months ended June 30, 2026:

Class I

Declared Date

Record Date

Payment Date

Net Distributions per Share

1/30/2026

1/30/2026

2/10/2026

$

0.16000

2/27/2026

2/27/2026

3/11/2026

0.16000

3/30/2026

3/31/2026

4/9/2026

0.16000

4/30/2026

4/30/2026

5/27/2026

0.16000

5/29/2026

5/29/2026

6/25/2026

0.15000

6/30/2026

6/30/2026

7/27/2026

0.15000

Class S

Declared Date

Record Date

Payment Date

Net Distributions per Share

1/30/2026

1/30/2026

2/10/2026

$

0.14574

2/27/2026

2/27/2026

3/11/2026

0.14719

3/30/2026

3/31/2026

4/9/2026

0.14602

4/30/2026

4/30/2026

5/27/2026

0.14652

5/29/2026

5/29/2026

6/25/2026

0.13614

6/30/2026

6/30/2026

7/27/2026

0.13667

The following table reflects the shares issued pursuant to the distribution reinvestment plan during the six months ended June 30, 2026:

Class I

Declared Date

Record Date

Payment Date

Shares Issued

Proceeds Received (In thousands)

Issuance Price per Share

12/22/2025

12/29/2025

1/13/2026

57,143.660

$

1,129

$

19.75

1/30/2026

1/30/2026

2/10/2026

84,558.136

1,661

19.65

2/27/2026

2/27/2026

3/11/2026

87,223.900

1,690

19.37

3/30/2026

3/31/2026

4/9/2026

85,215.101

1,644

19.29

4/30/2026

4/30/2026

5/27/2026

71,969.723

1,382

19.21

5/29/2026

5/29/2026

6/25/2026

57,647.171

1,100

19.08

Class S

Declared Date

Record Date

Payment Date

Shares Issued

Proceeds Received (In thousands)

Issuance Price per Share

12/22/2025

12/29/2025

1/13/2026

146.603

$

3

$

19.75

1/30/2026

1/30/2026

2/10/2026

148.331

3

19.65

2/27/2026

2/27/2026

3/11/2026

165.966

3

19.37

3/30/2026

3/31/2026

4/9/2026

274.014

5

19.29

4/30/2026

4/30/2026

5/27/2026

278.296

5

19.21

5/29/2026

5/29/2026

6/25/2026

318.987

6

19.08

Share Repurchases

At the discretion of the Board, we have commenced a share repurchase program in which we may repurchase, in each quarter, up to 5% of the NAV of our common stock outstanding as of the close of the calendar quarter prior to the applicable valuation date. The Board may amend, suspend or terminate the share repurchase program if it deems such action to be in the best interest of stockholders. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase program, to the extent we offer to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers on or around the last business day of the first month of such quarter using a purchase price equal to the NAV per share as of the last calendar day of the prior quarter.

The following table presents share repurchases completed under the share repurchase program during the six months ended June 30, 2026 and 2025.

Repurchase Deadline Request

Total Number of Shares Repurchased

Percentage of Outstanding Shares Repurchased (1)

Price Paid per Share

Repurchase Pricing Date

Amount Repurchased (In thousands) (2)

1/22/2026

777,849.792

1.62

%

$

19.75

12/31/2025

$

15,365

4/21/2026

2,437,463.588

5.00

%

$

19.29

3/31/2026

$

46,128

Repurchase Deadline Request

Total Number of Shares Repurchased

Percentage of Outstanding Shares Repurchased (1)

Price Paid per Share

Repurchase Pricing Date

Amount Repurchased (In thousands) (2)

4/21/2025

19,735.281

0.12

%

$

19.59

3/31/2025

$

383

(1)
Percentage is based on total shares as of the close of the previous calendar quarter.
(2)
Amount repurchased is net of any early redemption fees.

Contractual Obligations

We have entered into an Investment Advisory Agreement with the Adviser pursuant to the 1940 Act to provide us with investment advisory services, and an Administration Agreement with the Administrator to provide us with administrative services. For more information about payments for services provided under these agreements, see Note 5. Related Party Transactions, to the consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

The following table shows the contractual maturities of our debt obligations as of June 30, 2026:

Payments Due by Period as of June 30, 2026

(in thousands)

Total

Less Than
1 Year

1 to 3
Years

3 to 5
Years

More Than
5 Years

ING Credit Facility

$

87,000

$

-

$

-

$

87,000

$

-

DB Credit Facility

365,500

-

-

365,500

-

Securitization Debt

312,891

-

-

312,891

-

2025 Notes

200,000

-

125,000

75,000

-

Off-Balance Sheet Arrangements

Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction,such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief,at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as they become due. Unfunded commitment agreements entered into by a BDC in compliance with this condition will not be considered for purposes of computing asset coverage for purposes of compliance with the 1940 Act with respect to our use of leverage as well as derivatives and/or other financial contracts.

In the ordinary course of our business, we enter into contracts or agreements that contain indemnification provisions or warranties. Future events could occur that lead to the execution of these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of June 30, 2026 or December 31, 2025, for any such exposure.

We currently are and may in the future become obligated to fund commitments such as revolving credit facilities, bridge financing commitments, or delayed draw commitments.

We had the following unfunded commitments to fund delayed draw, revolving senior secured loans, and other equity as of June 30, 2026 and December 31, 2025:

Par Value as of

(In thousands)

June 30, 2026

December 31, 2025

Unfunded delayed draw commitments

$

175,119

$

100,480

Unfunded revolving commitments

85,874

69,996

Other equity commitments

62,862

8,919

Total unfunded commitments

$

323,855

$

179,395

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

the Investment Advisory Agreement;
the Administration Agreement;
the Expense Support Agreement; and
a license agreement (the "License Agreement") with Vista Equity Partners Management LLC (and any other
relevant entities), pursuant to which we have been granted a non-exclusive license to use the name "Vista."
Under the License Agreement, we have a right to use the Vista name for so long as the Adviser or one of its
affiliates remains our investment adviser.

In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to us and certain of our affiliates to permit us to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Finally, the Adviser sponsored a program whereby investors who purchased shares of Common Stock from us between November 4, 2024 and December 31, 2025 were granted additional shares of Common Stock. Based on purchases of shares of common stock during that time period, investors received 557,525.581 shares on August 1, 2025 and 1,099,405.491 shares on February 2, 2026. Shares were transferred from VHG Capital, L.P., an affiliate of the Adviser. See Note 5. Related Party Transactions, to the consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows.

Fair Value Measurements

One of the critical accounting estimates inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. Financial Accounting Standards Board ASC 820, Fair Value Measurements ("ASC 820"), as amended, establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:

Level 1-Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
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 overall fair value measurement.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. For certain investments structured as interests in limited partnerships, we apply the practical expedient, or net asset value method, to determine the fair value of such investments.

In addition to using the above inputs in investment valuations, the Adviser will apply a valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, we will evaluate the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we will subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we, or the independent valuation firm(s), will review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

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 fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Revenue Recognition

Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and PIK interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rates, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal.

Loans are generally placed on non-accrual status when interest and/or principal payments become materially past due and there is reasonable doubt that principal or interest will be collected in full. Recognition of interest income of that loan will be ceased until all principal and interest is current through payment or until a restructuring occurs, such that the interest income is deemed to be collectible. However, we remain contractually entitled to this interest. Accrued but unpaid interest is generally reversed when a loan is placed on non-accrual status, cash receipts on non-accrual loans are recognized as interest income only when collection of principal is reasonably assured and otherwise are applied as a reduction of the loan's recorded investment, and accrued interest receivable is generally not carried as an asset once a loan is placed on non-accrual status unless collection is considered probable under the applicable U.S. GAAP guidance. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon our judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer any reasonable doubt that such principal or interest will be collected in full and, in our judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value or is in the process of collection. Accrued interest is written off when it becomes probable that the interest will not be collected, and the amount of uncollectible interest can be reasonably estimated.

Investment Transactions

Investment transactions are recorded on the trade date. Realized gains or losses are measured 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 without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. Unrealized gains or losses primarily reflect the change in investment values, including the reversal of previously recorded unrealized gains or losses when gains or losses are realized.

Other income may include income such as consent, waiver, amendment, unused, and prepayment fees associated with our investment activities, as well as any fees for managerial assistance services rendered by us to our portfolio companies. Such fees are recognized as income when earned or the services are rendered.

Income Taxes

We have elected to be treated, and intend to operate in a manner so as to continuously qualify annually to maintain our election to be treated, as a RIC under Subchapter M of the Code. To maintain our RIC tax election, we must, among other requirements, meet certain annual source-of-income and quarterly asset diversification requirements. We also must annually distribute dividends for U.S. federal income tax purposes to our stockholders out of the assets legally available for distribution of an amount generally at least equal to 90% of the sum of our investment company taxable income, determined without regard to any deduction for dividends paid.

If we fail to comply with the Excise Tax Distribution Requirements, we will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements. Although we generally intend to operate so as to meet the Excise Tax Avoidance Requirement, no assurances can be provided in this regard and we may be required to pay the excise tax on a portion of our income.

Recent Developments

On June 17, 2026, we delivered a drawdown notice to Class I stockholders relating to the issuance of 3,659,047.830
shares of Class I Common Stock for an aggregate offering price of $70.0 million. The shares were issued on July 1, 2026.

On July 29, 2026, we redeemed 744,011.166 and 128,777.708 shares of Class I Common Stock and Class S Common Stock, respectively, for total proceeds disbursed of $14.0 million and $2.4 million, respectively, subject to a tender offer filed with the SEC on June 24, 2026.

On July 30, 2026, we declared a distribution for our Common Stock of $0.1500 per share, payable on August 27, 2026 to shareholders of record as of July 30, 2026.

As of August 3, 2026, we sold shares of our Common Stock with the final number of shares being determined within 20 business days. The sale of shares was pursuant to $2.0 million of subscription agreements entered into by us and our investors.

Vista Credit Strategic Lending Corp. published this content on August 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 07, 2026 at 15:52 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]