TCW Star Direct Lending LLC

03/26/2026 | Press release | Distributed by Public on 03/26/2026 15:27

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

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

The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This discussion also should be read in conjunction with the "Cautionary Statement Regarding Forward Looking Statements" set forth on page ii of this annual report.

Overview

We were formed on March 7, 2022 as a limited liability company under the laws of the State of Delaware. We have conducted a private offering of our common limited liability company units (the "Units") to investors in reliance on exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act").

We are an externally managed, closed-end, non-diversified management investment company. On September 1, 2022, we filed an election to be regulated as a BDC under the 1940 Act. On October 16, 2023 we filed an election to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code and have made such an election beginning with the taxable year ending December 31, 2022. As a BDC and a RIC, we are required to comply with certain 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.

On the Initial Closing Date, we began accepting Subscription Agreements from investors for the private sale of our Units. As of December 31, 2025, we have sold 3,753,190 Units for an aggregate offering price of $375.3 million. Each Unitholder is obligated to contribute capital equal to their Commitment and each Unit's Commitment obligation is $100.00 per unit. The sale of the Units was made pursuant to Subscription Agreements entered into by us and each investor. Under the terms of the Subscription Agreements, we may draw down all or any portion of the undrawn commitment with respect to each Unit generally upon at least ten business days' prior written notice to the unitholders. The amount of capital that remains to be drawn down and contributed is referred to as an "Undrawn Commitment."

Our Commitment Period commenced on the Closing Date and will end on December 21, 2026, which is the later of (a) September 15, 2026, four years from the Closing Date and (b) December 21, 2026, four years from the date in which the Company first completed an investment. Our Commitment Period automatically extends for successive one-year periods beginning December 21, 2025, so that immediately following such extension, our Commitment Period will expire two years from the extension date. However, the Commitment Period is subject to termination upon the occurrence of Key Person Event defined as follows: A "Key Person Event" will occur if, during the Commitment Period, (i) Mr. Miller and one or more Ms. Grosso, Mr. Gertzof and Mr. Wang (each of such four Persons, a "Key Person" and collectively, the "Key Persons") fail to devote substantially all (i.e. more than 85%) of his or her business time to the investment activities of the Company, the prior funds, any successor funds and any fund(s) managed by the Adviser or an affiliate of the Adviser that are managed within the Private Credit Group (together, the "Related Entities"); or (ii) Ms. Grosso, Mr. Gertzof and Mr. Wang all fail to devote substantially all of their business time to the investment activities of the Company and the Related Entities, in each case other than as a result of a temporary disability; provided that if a replacement has been approved as described in the paragraphs below, such replacement shall be specifically designated to take the place of one of the above-named individuals and the definition "Key Person Event" will be amended to take into account such successor.

Upon the occurrence of a Key Person Event, and in the event that the Adviser fails to replace the above-referenced individuals in the manner contemplated by the last sentence of this paragraph, the Commitment Period shall be automatically terminated. The Commitment Period will be re-instated upon the vote or written consent of 66 2/3% in interest of the Unitholders. The Adviser is permitted at any time to replace any person designated above with a senior professional (including a Key Person) selected by the Adviser, provided that such replacement has been approved by a majority of the Unitholders (in which case, the approved substitute will be a Key Person in lieu of the person replaced). The determination of whether a Key Person Event has occurred will be made by the Company in accordance with the criteria set out above. The Company shall provide written notice to Unitholders of such Key Person Event within 30 days of the date of such Key Person Departure. If the Company fails to obtain approval of a replacement of a Key Person following a Key Person Departure as provided herein, then notwithstanding anything herein, the Key Person Departure shall be permanent and the Adviser shall not be permitted to replace such Key Person. Notwithstanding the foregoing, the Adviser is permitted at any time to replace any Person designated above with a senior professional (including a Key Person) selected by the Adviser, with the approval of the majority of the Unitholders (in which case, the approved substitute shall be a Key Person in lieu of the Person replaced) no later than 90 days after the date that the Adviser informs the Company of its proposed replacement of the Key Person. If such replacement(s) end the occurrence of a Key Person Event, the Commitment Period will automatically be re-instated.

In accordance with the Company's Amended and Restated Limited Liability Company Agreement, the Company may complete investment transactions that were significantly in process as of the end of the Commitment Period and which the Company reasonably expects to be consummated prior to 90 days subsequent to the expiration date of the Commitment Period. The Company may also

effect follow-on investments in existing portfolio companies up to an aggregate maximum of 10% of aggregate cumulative invested amounts.

We commenced operations during the third quarter of fiscal year 2022.

On July 17, 2025 we formed a wholly-owned subsidiary - TCW DL CL-S LLC, a Delaware limited liability company designed to hold equity investments of ours. As of December 31, 2025, we have five wholly-owned subsidiaries, each a Delaware limited liability company.

Revenues

We generate revenues in the form of interest income and capital appreciation by providing private capital to middle market companies operating in a broad range of industries primarily in the United States. Our highly negotiated private investments include senior secured loans, unsecured senior loans, subordinated and mezzanine loans, convertible securities, notes and other non-convertible debt securities, equity securities, and equity-linked securities such as options and warrants. However, our investment bias is towards adjustable-rate, senior secured loans. We do not anticipate a secondary market developing for our private investments. Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of PIK interest features, which represents contractual interest accrued and added to the loan balance that generally becomes due at maturity, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination.

We are primarily focused on investing in senior secured debt obligations, although there may be occasions where the investment may be unsecured. We also consider an equity investment as the primary security, in combination with a debt obligation, or as a part of total return strategy. Our investments are mostly in corporations, partnerships or other business entities. Additionally, in certain circumstances, we may co-invest with other investors and/or strategic partners indirectly in a company through an Investment Vehicle. While we invest primarily in U.S. companies, there may be certain instances where we will invest in companies domiciled elsewhere.

Expenses

We do not currently have any employees and do not expect to have any employees. Services necessary for our business will be provided through the Administration Agreement and the Advisory Agreement.

We, and indirectly our Unitholders, will bear all costs, expenses and liabilities in connection with our operations, administration and transactions, including, without limitation: (a) organizational expenses and expenses associated with the issuance of the Units and issuance of interests in a Related Entity organized and managed by TCW as a feeder fund for the Company; (b) expenses of calculating our net asset value (including the cost and expenses of any independent valuation firm); (c) fees payable to third parties, including agents, consultants, attorneys or other advisors, relating to, or associated with, evaluating and making investments; (d) expenses incurred by the Adviser or the Administrator payable to third parties, including agents, consultants, attorneys or other advisors, relating to or associated with monitoring our financial and legal affairs, providing administrative services, monitoring or administering our investments and performing due diligence reviews of prospective investments and the corresponding portfolio companies; (e) costs associated with our reporting and compliance obligations under the 1940 Act, the 1934 Act and other applicable federal or state securities laws; (f) fees and expenses incurred in connection with debt incurred to finance our investments or operations, and payment of interest and repayment of principal on such debt; (g) expenses related to sales and purchases of Units and other securities; (h) Management Fees and Incentive Fees; (i) Administrator fees and expenses payable under the Administration Agreement, provided that any such fees payable to the Administrator shall be limited to what a qualified third party would charge to perform substantially similar services; (j) transfer agent, sub-administration and custodial fees; (k) expenses relating to the issue, repurchase and transfer of Units to the extent not borne by the relevant transferring Unitholders and/or assignees; (l) federal and state registration fees; (m) federal, state and local taxes or other governmental charges assessed against us; (n) independent directors' fees and expenses and the costs associated with convening a meeting of our board of directors or any committee thereof; (o) fees and expenses and the costs associated with convening a meeting of the Unitholders or holders of any Preferred Units; (p) costs of any reports, proxy statements or other notices to Unitholders, including printing and mailing costs; (q) costs and expenses related to the preparation of our consolidated financial statements and tax returns; (r) our allocable portion of the fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums; (s) direct costs and expenses of administration, including printing, mailing, long distance telephone, and copying; (t) independent auditors and outside legal costs, including legal costs associated with any requests for exemptive relief, "no-action" positions or other guidance sought from a regulator, pertaining to us; (u) compensation of other personnel (including employees and secretarial and other staff of the Administrator) to the extent they are devoted to preparing our consolidated financial statements or tax returns or providing similar "back office" financial services to us; (v) Adviser costs and expenses (excluding travel) in connection with identifying and investigating investment opportunities for us, monitoring our investments and disposing of any such investments; (w) portfolio risk management costs; (x) commissions or

brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including merger fees); (y) costs and expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, valuation, administrative agent activities, custodial and registration services provided to us, including in each case services with respect to the proposed purchase or sale of securities by us that are not reimbursed by the issuer of such securities or others (whether or not such purchase or sale is consummated); (z) costs of amending, restating or modifying the LLC Agreement or Advisory Agreement or related documents of us or related entities; (aa) fees, costs, and expenses incurred in connection with our termination, liquidation or dissolution or related entities; and (bb) all other properly and reasonably chargeable expenses incurred by the Company or the Administrator in connection with administering our business.

However, we will not bear more than (a) an amount equal to 10 basis points of our aggregate Commitments for organizational expenses and offering expenses in connection with the offering of Units.

"Adviser Operating Expenses" means overhead and operating and administrative expenses incurred by or on behalf of the Adviser or any of its affiliates, including us, in connection with maintaining and operating the Adviser's office, including salaries and other compensation (including compensation due to its officers), rent, routine office equipment expense and liability and insurance premiums (other than (i) those incurred in maintaining fidelity bonds and Indemnitee insurance policies and (ii) the allocable portion of the Administrator's overhead in performing its obligations), in furtherance of providing supervisory investment management services for us. For the avoidance of doubt, Adviser Operating Expenses include any expenses incurred by the Adviser or its affiliates in connection with the Adviser's registration as an investment adviser under the Advisers Act, or with its compliance as a registered investment adviser thereunder.

All Adviser Operating Expenses and all our expenses that we will not bear, as set forth above, will be borne by the Adviser or its affiliates.

Costs incurred to organize the Company are expensed as incurred. Offering costs are accumulated and will be charged directly to Members' Capital during the same period in which an initial capital call is made. We will not bear more than an amount equal to 10 basis points of the aggregate capital commitments to the Company through the Commitments of the Company for organization and offering costs in connection with the offering of the Units through the Closing Period. As of December 31, 2025, we have incurred $0.1 million in organizational costs, of which $0 was expensed during the year ended December 31, 2025. Since inception, we have incurred $5.2 thousand in offering costs, all of which were charged to Members' Capital during the fourth quarter of the period ended December 31, 2022.

Critical Accounting Policies and Estimates

Investments at Fair Value

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in "Part I Item 1A. Risk Factors." See Note 2 to our consolidated financial statements for more information on our critical accounting policies.

Investments which we hold for which market quotes are not readily available or are not considered reliable are valued at fair value according to procedures approved by the Board based on similar instruments, internal assumptions and the weighting of the available pricing inputs. On May 11, 2022, pursuant to Rule 2a-5 under the 1940 Act, the Board designated the Adviser as the "valuation designee" with respect to the fair valuation of our portfolio securities, subject to oversight by and periodic reporting to the Board. Prior to this date, fair valuations were approved by the Board in accordance with our valuation policy.

Fair Value Hierarchy: Assets and liabilities are classified by us into three levels based on valuation inputs used to determine fair value:

Level 1 values are based on unadjusted quoted market prices in active markets for identical assets.

Level 2 values are based on significant observable market inputs, such as quoted prices for similar assets and quoted prices in inactive markets or other market observable inputs.

Level 3 values are based on significant unobservable inputs that reflect our determination of assumptions that market participants might reasonably use in valuing the assets.

Categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation levels are not necessarily an indication of the risk associated with investing in those securities.

Level 1 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 1), generally includes common stock valued at the closing price on the primary exchange in which the security trades.

Level 2 Assets (Investments): The valuation techniques and significant inputs used to determine fair value are as follows:

Equity, (Level 2), generally includes warrants valued using quotes for comparable investments.

Level 3 Assets (Investments): The following valuation techniques and significant inputs are used to determine the fair value of investments in private debt and equity for which reliable market quotations are not available. Some of the inputs are independently observable however, a significant portion of the inputs and the internal assumptions applied are unobservable.

Debt, (Level 3), includes investments in privately originated senior secured debt. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the available pricing inputs. A discounted cash flow approach incorporating a weighted average cost of capital is generally used to determine fair value or, in some cases, an enterprise value waterfall method. Valuation may also include a shadow rating method. Standard pricing inputs include but are not limited to the financial health of the issuer, place in the capital structure, value of other issuer debt, credit, industry, and market risk and events.

Equity, (Level 3), generally includes common stock, preferred stock and warrants. Such securities are valued based on specific pricing models, internal assumptions and the weighting of the available pricing inputs. A market approach is generally used to determine fair value. Pricing inputs include, but are not limited to, financial health and relevant business developments of the issuer; EBITDA; market multiples of comparable companies; comparable market transactions and recent trades or transactions; issuer, industry and market events; and contractual or legal restrictions on the sale of the security. When a Black-Scholes pricing model is used it follows the income approach. The pricing model takes into account the contract terms as well as multiple inputs, including: time value, implied volatility, equity prices and interest rates. A liquidity discount based on current market expectations, future events, minority ownership position and the period management reasonably expects to hold the investment may be applied.

Pricing inputs and weightings applied to determine value require subjective determination. Accordingly, valuations do not necessarily represent the amounts that may eventually be realized from sales or other dispositions of investments.

Income Recognition

Interest income and interest income paid-in-kind are recorded on an accrual basis unless doubtful of collection or the related investment is in default.

Although we do not currently expect the Private Credit Group to originate a significant amount of investments for us with the use of PIK interest features, from time to time we may make investments that contain such features or that subsequently incorporate such features after origination. PIK interest represents accrued interest that is added to the principal amount of the investment on the respective interest payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. To maintain our tax status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though we have not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the twelve months ended December 31, 2025, 2024, and 2023, PIK interest income earned was $2.2 million, $1.0 million, and $0.2 million, respectively, representing 7.8%, 4.7%, and 1.8%, respectively, of investment income.

Realized gains and losses on investments are recorded on a specific identification basis. We typically receive a fee in the form of a discount to the purchase price at the time it funds an investment in a loan. The discount is accreted to interest income over the life of the respective loan, using the effective-interest method assuming there are no questions as to collectability, and reflected in the amortized cost basis of the investment. Ongoing facility, commitment or other additional fees including prepayment fees, consent fees and forbearance fees are recognized immediately when earned as income.

We may enter into certain intercreditor agreements or loan agreements that entitle us to the "last out" tranche of first lien secured loans, whereby the "first out" tranche will receive priority as to the "last out" tranche with respect to payments of principal, interest, and any other amounts due thereunder. In certain cases, we may receive a higher interest rate than the contractual stated interest rate as disclosed on our Consolidated Schedule of Investments.

Certain investments have an unfunded loan commitment for a delayed draw term loan or revolving credit. We earn an unused commitment fee on the unfunded commitment during the commitment period. The expiration date of the commitment period may be earlier than the maturity date of the investment stated above. See Note 5-Commitments and Contingencies.

Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when there is reasonable doubt that principal or interest will be collected in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management's judgment regarding collectability. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest is generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current. We may make exceptions to this policy if the loan has sufficient collateral value and is in the process of collection.

Investment Activity

As of December 31, 2025, our portfolio consisted of 48 debt investments and four equity investments. Based on fair values as of December 31, 2025, our portfolio was 96.5% invested in debt investments which were all senior secured term and revolving loans and 3.5% invested in equity investments which were warrants and common units.

As of December 31, 2024, our portfolio consisted of 38 debt investments and one equity investment. Based on fair values as of December 31, 2024, our portfolio was 100.0% invested in debt investments which were all senior secured term loans and revolving loans and 0.0% invested in an equity investment which was a warrant.

The table below describes our debt and equity investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets by industry as of December 31, 2025:

Industry

Percent of Total Investments

Hotels, Restaurants & Leisure

12

%

Food Products

11

%

Commercial Services & Supplies

10

%

Energy Equipment & Services

8

%

Containers & Packaging

8

%

Specialty Retail

5

%

Leisure Products

5

%

Professional Services

5

%

Automobile Components

4

%

Personal Care Products

4

%

Metals & Mining

4

%

Health Care Equipment & Supplies

4

%

Ground Transportation

4

%

Construction & Engineering

3

%

Software

3

%

Machinery

3

%

Transportation Infrastructure

3

%

Paper & Forest Products

2

%

Trading Companies & Distributors

1

%

Consumer Discretionary Textiles, Apparel & Luxury Goods

1

%

Total

100

%

Results of Operations

Our operating results for the years ended December 31, 2025, 2024, and 2023 were as follows (dollar amounts in thousands):

For the year ended December 31,

2025

2024

2023

Total investment income

$

27,758

$

21,175

$

10,707

Total expenses

7,690

6,262

4,864

Net investment income

20,068

14,913

5,843

Net realized (loss) gain on investments

(3

)

27

94

Net change in unrealized appreciation/(depreciation) on investments

(484

)

(1,437

)

722

Net realized gain on short-term investments

-

204

400

Net increase in Members' Capital from operations

$

19,581

$

13,707

$

7,059

Total investment income

Total investment income for the years ended December 31, 2025, 2024, and 2023 was $27.8 million, $21.2 million, and $10.7 million, respectively, and was comprised of the following (dollar amounts in thousands):

For the Year Ended December 31,

2025

2024

2023

Interest income

$

25,521

$

20,139

$

10,498

Interest income paid-in-kind

2,169

996

196

Other fee income

68

40

13

Total investment income

$

27,758

$

21,175

$

10,707

The increase in total investment income during the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily attributable to the increase in our portfolio of debt investments which increased from 38 as of December 31, 2024 to 48 as of December 31, 2025.

The increase in total investment income during the year ended December 31, 2024 compared to the year ended December 31, 2023 is primarily attributable to the increase in our portfolio of debt investments which increased from 19 as of December 31, 2023 to 38 as of December 31, 2024.

Expenses

Expenses for the years ended December 31, 2025, 2024, and 2023 were as follows (dollar amounts in thousands):

For the year ended December 31,

2025

2024

2023

Expenses

Incentive fees

$

3,456

$

2,419

$

1,169

Management fees

2,448

1,747

956

Interest expense on repurchase transactions

568

968

1,614

Administrative fees

492

484

483

Professional fees

382

314

313

Directors' fees

248

255

298

Other expenses

96

75

31

Total expenses

$

7,690

$

6,262

$

4,864

Our total operating expenses for the years ended December 31, 2025, 2024, and 2023 were $7.7 million, $6.3 million, and $4.9 million, respectively. Our operating expenses for the years ended December 31, 2025, 2024, and 2023 include management fees attributed to the Adviser of $2.4 million, $1.7 million, and $1.0 million, respectively, and incentive fees attributed to the Adviser of $3.5 million, $2.4 million, and $1.2 million, respectively.Our expenses also include interest expense incurred on repurchase transactions of $0.6 million, $1.0 million, and $1.6 million, respectively, for the years ended December 31, 2025, 2024, and 2023.

The total increase in our expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily due to an increase in incentive fees due to higher net income before incentive fees during the twelve months ended December 31, 2025 as compared to the year ended December 31, 2024. Management fees also increased for the year ended

December 31, 2025 compared to the year ended December 31, 2024 due to increases in our investment cost basis for which management fees are based. The increases in incentive and management fees were partially offset by a decrease in interest expense incurred on repurchase transactions. Interest expense incurred on repurchase transactions decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024 as we did not enter into any repurchase agreements with Barclays Bank Plc during the year ended December 31, 2025. Additionally, the weighted average interest rate of repurchase agreements entered into with Macquarie US Trading LLC decreased during the year ended December 31, 2025 compared to the year ended December 31, 2024.

The total increase in our expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 is primarily due to an increase in incentive fees as the Adviser was eligible to earn incentive fees during the entire twelve months ended December 31, 2024 but was only eligible to earn incentive fees during the second half of the year ended December 31, 2023 which was when the Adviser surpassed the 6.5% hurdle rate. Management fees also increased for the year ended December 31, 2024 compared to the year ended December 31, 2023 due to increases in our investment cost basis for which management fees are based. The increases in incentive and management fees were partially offset by a decrease in interest expense incurred on repurchase transactions. Interest expense incurred on repurchase transactions decreased for the year ended December 31, 2024 compared to the year ended December 31, 2023 as the amount of repurchase agreements entered into with Barclays Bank Plc decreased during the year ended December 31, 2024 compared to the year ended December 31, 2023. Additionally, the weighted average interest rate of repurchase agreements entered into with Macquarie US Trading LLC decreased during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Net investment income

Net investment income for the years ended December 31, 2025, 2024, and 2023 was $20.1 million, $14.9 million, and $5.8 million, respectively. The increase in net investment income during the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily attributable to the increase in total investment income as described above partially offset by an increase in expenses.

The increase in net investment income during the year ended December 31, 2024 compared to the year ended December 31, 2023 is primarily attributable to the increase in total investment income as described above partially offset by an increase in expenses.

Net realized (loss) gain on non-controlled/non-affiliated investments

We recognized $(3.0) thousand, $27.0 thousand, and $0.1 million in realized (losses) gains on non-controlled/non-affiliated investments during the years ended December 31, 2025, 2024, and 2023, respectively. Our net realized loss on investments for the year ended December 31, 2025 was primarily attributable to the partial disposition of the CEC Entertainment, LLC term loan as well as the partial disposition of the HydroSource Logistics, LLC 3rd amendment term loan.

Our net realized gain on investments for the year ended December 31, 2024 was primarily attributable to the full disposition of the Florida Marine Transporters, LLC term loan as well as the partial dispositions of the Great Kitchens LLC and ConnectAmerica.com LLC term loans.

Our net realized gain on investments for the year ended December 31, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Realized Gain

Jones Industrial Holdings, Inc.

Term Loan

$

32

Signature Brands, LLC

Term Loan

18

CSAT Holdings LLC

Term Loan

16

The HC Companies, Inc.

Term Loan

15

All others

Various

13

Net realized gain

$

94

Net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments

Our net change in unrealized appreciation/(depreciation) on non-controlled/non-affiliated investments for the years ended December 31, 2025, 2024, and 2023 was ($0.5) million, ($1.4) million and $0.7 million. Our net change in unrealized appreciation/depreciation for the year ended December 31, 2025 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

HydroSource Logistics, LLC

Warrant, expires 4/4/34

$

5,118

The HC Companies, Inc.

Term Loan

(312

)

Mark Andy, Inc.

Term Loan

(501

)

SUP Parent Holdings, LLC

Common Units

(1,279

)

Signature Brands, LLC

Term Loan

(3,036

)

All others

Various

(474

)

Net change in unrealized appreciation/depreciation

$

(484

)

Our net change in unrealized appreciation/depreciation for the year ended December 31, 2024 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Baxters North America, Inc.

Term Loan

$

270

RPM Purchaser, Inc.

Term Loan B

162

VoltaGrid, LLC

Term Loan

159

HydroSource Logistics, LLC

Term Loan

134

CG Buyer, LLC

Term Loan

118

Hoffmaster Group, Inc.

Term Loan

(198

)

Del Real, LLC

Term Loan

(252

)

The HC Companies, Inc.

Term Loan

(313

)

Signature Brands, LLC

Term Loan

(582

)

Mark Andy, Inc.

Term Loan

(841

)

All others

Various

(94

)

Net change in unrealized appreciation/depreciation

$

(1,437

)

Our net change in unrealized appreciation/depreciation for the year ended December 31, 2023 was primarily attributable to the following investments (dollar amounts in thousands):

Issuer

Investment

Change in
Unrealized
Appreciation/
(Depreciation)

Del Real, LLC

Term Loan

$

252

*

Jones Industrial Holdings, Inc.

Term Loan

249

*

Hoffmaster Group, Inc.

Term Loan

223

Sunland Asphalt & Construction, LLC

Term Loan B

151

Florida Marine Transporters, LLC

Term Loan B

144

CSAT Holdings LLC

Term Loan

127

*

RPM Purchaser, Inc.

Term Loan B

85

*

Alorica Inc.

Term Loan

(71

)

Signature Brands, LLC

Term Loan

(96

)

*

Baxters North America, Inc.

Term Loan

(248

)

All others

Various

(94

)

Net change in unrealized appreciation/depreciation

$

722

*Includes reversal of previously recognized unrealized (depreciation)/appreciation recognized during the year ended December 31, 2023 as realized gains/(losses) and/or accelerated original issue discount.

Net realized gain on short-term investments

During the years ended December 31, 2025, 2024, and 2023, we recognized $0, $0.2 million, and $0.4 million, respectively, in realized gains from our short-term investments in government treasuries.

Net Increase in Members' Capital from Operations

Our Net increase in Members' Capital from Operations during the years ended December 31, 2025, 2024, and 2023 was $19.6 million, $13.7 million, and $7.1 million, respectively. The increase during the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily attributable to the increases in net investment income described above coupled with net realized and unrealized losses of $0.5 million compared to net realized and unrealized losses of $1.2 million.

The increase during the year ended December 31, 2024 compared to the year ended December 31, 2023 is primarily attributable to the increases in net investment income described above, partially offset by net realized and unrealized losses of $1.2 million compared to net realized and unrealized gains of $1.2 million.

Financial Condition, Liquidity and Capital Resources

On September 15, 2022, we completed the first closing of the sale of our Common Units pursuant to which we sold 3,753,190 Common Units at an aggregate purchase price of $375.3 million. We also commenced operations during the period from July 21, 2022 (Inception) to December 31, 2022. We generate cash from (1) drawing down capital in respect of Units and (2) cash flows from investments and operations.

Our primary use of cash is for (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including expenses, the Management Fee, the Incentive Fee, and any indemnification obligations), and (3) cash distributions to the Unitholders.

As of December 31, 2025 and 2024, aggregate Commitments, Undrawn Commitments and subscribed for Units of the Company were as follows (dollar amounts in thousands):

December 31, 2025

December 31, 2024

Commitments

$

375,319

$

375,319

Undrawn commitments

$

137,319

$

207,819

Percentage of commitments funded

63.4

%

44.6

%

Units

3,753,190

3,753,190

In order to finance certain investment transactions, we may, from time to time, enter into repurchase agreements with Macquarie US Trading LLC ("Macquarie"), whereby we sell to Macquarie an investment that we hold and concurrently enter into an agreement to repurchase the same investment at an agreed-upon price at a future date, not to exceed 90-days from the date it was sold (each, a "Macquarie Transaction").

Additionally, we may, from time to time, enter into repurchase agreements with Barclays Bank PLC ("Barclays"), whereby we sell to Barclays our short-term investments and concurrently enter into an agreement to repurchase the same investments at an agreed-upon price at a future date, generally within 30-days (each, a "Barclays Transaction" and together with the Macquarie Transactions, the "Repurchase Transactions").

These Repurchase Transactions are accounted for as secured borrowings. Accordingly, the investments financed by these Repurchase Transactions remain on our Consolidated Statements of Assets and Liabilities as an asset, and we record a liability to reflect our repurchase obligation to Macquarie and Barclays (the "Repurchase Obligations"). The Repurchase Obligations are presented on our Consolidated Statements of Assets and Liabilities as Repurchase obligations. The Repurchase Obligations are secured by the respective investment or short-term investment that is the subject of the repurchase agreement. Interest expense associated with the Repurchase Obligations is reported on our Consolidated Statements of Operations within Interest expense on repurchase transactions.

We did not enter into any Barclays Transactions during the year ended December 31, 2025. The Barclays Transactions entered into during the years ended December 31, 2024 and 2023 had an average principal balance of $32.0 million and $47.6 million, respectively and a weighted average annual interest rate of 5.57%, and 5.11%, respectively. As of December 31, 2025 and December 31, 2024 we had no outstanding Repurchase Obligations with Barclays.

The net proceeds we received from the Barclays Transactions during the years ended December 31, 2024 and 2023 was a net loss of $25.0 thousand (comprised of interest expense of $0.2 million net of realized gains on short-term investments of $0.2 million) and $0.2 million (comprised of interest expense of $0.6 million net of realized gains on short-term investments of $0.4 million), respectively.

The Macquarie Transactions entered into by us during the years ended December 31, 2025, 2024, and 2023 had an average principal balance of $12.0 million, $11.3 million, and $16.8 million, respectively, and a weighted average annual interest rate of 7.91%, 8.22%, and 8.63%, respectively. Interest expense under these Repurchase Obligations is calculated as the product of (i) the difference in days between the trade date and the settlement date of the respective Macquarie Transaction and (ii) the interest rates, as stipulated in the respective repurchase agreements.

As of December 31, 2025 and December 31, 2024, we had $0 and $6.6 million, respectively, in outstanding Repurchase Obligations with Macquarie.

The net proceeds we received from Macquarie Transactions during the years ended December 31, 2025, 2024, and 2023 was a net loss of $0.6 million, $0.7 million, and $1.0 million, respectively, comprised entirely of interest expense.

Interest expense incurred on the Repurchase Obligations during the years ended December 31, 2025, 2024, and 2023 was as follows (dollar amounts in thousands):

For the year ended December 31,

2025

2024

2023

Barclays Transactions

$

-

$

229

$

580

Macquarie Transactions

568

739

1,034

Total Interest expense on repurchase transactions

$

568

$

968

$

1,614

We had the following unfunded commitments and unrealized depreciation by investment as of December 31, 2025 and 2024 (dollar amounts in thousands):

December 31, 2025

December 31, 2024

Unfunded Commitments

Investment

Maturity/
Expiration

Amount

Unrealized
Depreciation

Amount

Unrealized
Depreciation

ADAN-B LLC (24 Hour Fitness)

Revolver

December 2030

$

1,074

$

8

$

-

$

-

CF Newco, Inc.

Revolver

December 2029

488

-

91

1

CG Buyer, LLC

Delayed Draw Term Loan

July 2025

-

-

856

2

Cinelease, LLC

ABL Term Loan

July 2030

1,066

32

-

-

Comprehensive Logistics Co., LLC

Revolver

March 2026

879

11

513

11

CSAT Holdings LLC

Revolver

June 2028

345

-

759

14

D&D Buyer, LLC

Delayed Draw Term Loan

October 2025

-

-

488

-

D&D Buyer, LLC

Revolver

October 2028

352

-

382

-

Fenix Intermediate LLC

Delayed Draw Term Loan B-2

March 2027

2,393

89

2,393

81

Five Star Buyer, Inc.

Revolver

February 2028

455

30

455

14

Great Kitchens Food Company, Inc.

Revolver

May 2029

1,196

-

1,196

10

Helix Sleep, Inc.

Revolver

November 2030

330

4

-

-

Hoffmaster Group, Inc.

Revolver

February 2028

628

5

628

2

HydroSource Logistics, LLC

Revolver

April 2029

37

-

256

-

Pallet Logistics of America, LLC

Delayed Draw Term Loan

November 2026

-

-

262

5

Pallet Logistics of America, LLC

Revolver

November 2029

275

9

524

10

RPM Purchaser, Inc.

Delayed Draw Term Loan B

September 2028

701

-

847

-

Signature Brands, LLC

Delayed Draw Term Loan B

March 2025

-

-

964

92

Signature Brands, LLC

9th Amendment Delayed Draw Term Loan A

November 2026

1,044

-

-

-

Viva 5 Group, LLC

Revolver

May 2030

939

15

-

-

VoltaGrid, LLC

Delayed Draw Term Loan

September 2025

-

-

578

5

Total

$

12,202

$

203

$

11,192

$

247

TCW Star Direct Lending LLC published this content on March 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 26, 2026 at 21:28 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]