AG Twin Brook Capital Income Fund

08/10/2026 | Press release | Distributed by Public on 08/10/2026 15:28

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

Management's Discussion and Analysis of Financial Condition and Results of Operations.
In this quarterly report on Form 10-Q, or this "report," we refer to TPG Twin Brook Capital Income Fund (formerly known as, "AG Twin Brook Capital Income Fund") and its consolidated subsidiaries as "we," "us," the "Company," "TCAP," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, AGTB Fund Manager, LLC, as our "Adviser," and we refer to the direct parent company of our Adviser, Angelo, Gordon & Co., L.P., as "TPG Angelo Gordon." The Adviser serves as the Company's Administrator and may also be referred to herein as "Administrator".
Forward-Looking Statements
The information contained in this section should be read in conjunction with "Item 1. Financial Statements." This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.
These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about TCAP, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," "outlook," "potential," "predicts" and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the U.S. Securities and Exchange Commission (the "SEC") including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This quarterly report on 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the "1934 Act").
Overview
We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"). Formed as a Delaware statutory trust on January 27, 2022, we are externally managed by the Adviser, an indirect wholly-owned subsidiary of TPG Inc. ("TPG") (Nasdaq: TPG), a leading global alternative investment firm. Our Adviser is registered as an investment adviser with the SEC. We have elected to be treated and intend to qualify annually as a RIC under the Code.
Pursuant to our Investment Management Agreement, subject to the overall supervision of the Board, our Adviser manages our day-to-day operations, and provides investment advisory and management services to us. Our Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments, and monitoring our investments and portfolio companies on an ongoing basis.
Under our Investment Management Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of expenses incurred by the Administrator in performing its
obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer, general counsel and their respective staffs.
Investments
We invest principally in privately originated senior secured loans to U.S. middle market companies, which we believe have consistent capital needs and have not only been underserved in recent years by traditional providers of capital such as banks and the public debt markets, but also for a variety of reasons may prefer working with experienced non-bank lenders. Our origination strategy focuses on the middle market private equity community. This financing is utilized for a variety of purposes, including to fund organic growth, acquisitions, recapitalizations, management buyouts and leveraged buyouts for companies with revenue generally under $500 million. In describing our business, we generally use the term "middle market" to refer to companies with EBITDA of between $3 million and $50 million annually; however, we typically invest in companies with EBITDA of less than $25 million. Notwithstanding the foregoing, the Adviser may determine whether companies qualify as "middle market" in its sole discretion, and we may from time to time invest in larger or smaller companies.
By investing predominantly in senior secured debt, we expect to reduce our risk of principal loss and deliver more stable returns over time as compared with investments in bonds, unsecured loans, mezzanine investments and public, private and project equity. However, we may also invest opportunistically in other parts of the capital structure, including senior secured stretch and unitranche facilities, second lien loans, mezzanine and mezzanine-related loans, and equity investments, as well as select other subordinated instruments either directly or through acquisitions in the secondary market.
The level of our investment activity depends on many factors, including the amount of debt and equity capital available to prospective portfolio companies, the level of merger, acquisition and refinancing activity for such companies, the availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make.
As a BDC, we must invest at least 70% of our assets in "eligible portfolio companies," generally, U.S. private operating companies (or small U.S. public operating companies with a market capitalization of less than $250 million). As a BDC, we may also invest up to 30% of our portfolio in non-eligible portfolio company investments, such as investments in non-U.S. companies, which may include investments in a "passive foreign investment company." Because we have elected to be regulated as a BDC, and we have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code, our portfolio will also be subject to the diversification and other requirements under the Code. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other funds within TPG's credit platform. From time to time, we co-invest with other TPG credit funds.
Revenues
We generate revenues primarily through the receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees and from dividends on direct equity investments. In addition, we may generate revenue in the form of commitment, origination, administration, amendment, and loan servicing fees. Loan origination fees, original issue discount and market discount or premium are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2026, 99.9% of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as Term SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income that we receive from our ownership of private securities is recorded pursuant to the terms of the respective investments.
Expenses
Our primary operating expenses include the payment of fees to the Adviser under the Investment Management Agreement, our allocable portion of expenses under the Administration Agreement, interest expense related to borrowings outstanding, and other operating costs described below.
We are responsible for all costs and expenses incurred in connection with the operations of the Company and locating, structuring, consummating, maintaining and disposing of investments and potential investments (whether or not the acquisition is consummated), including but not limited to legal, regulatory, accounting and other professional or third-party costs or disbursements including travel, rent or lodging, out-of-pocket expenses of the Adviser, the fees and expenses of any independent counsel engaged by the Adviser and out-of-pocket expenses related to third-party service providers (including loan servicer fees), placement agent fees and expenses, advertising expenses, litigation expenses, brokerage commissions, clearing and settlement charges and other transaction costs, custody fees, interest expenses, financing charges, initial and variation margin, broken deal expenses, compensation (which may include fees or performance-based compensation) of Advisers, consultants and finders, joint venture partners, or other professionals relating to the Company's operations and investments or potential investments (whether or not completed), which may include costs incurred to attend or sponsor networking and other similar events hosted by both for-profit and not-for-profit organizations (which may include organizations affiliated with current or prospective investors), specific expenses incurred in connection with the Company's information and data technology systems, fees of pricing and valuation services, appraisal costs and brokerage expenses. We will also bear all commitment fees and any transfer or recording taxes, registration fees and other expenses in connection with acquisitions and dispositions of investments, and all expenses relating to the ownership and operation of investments, including taxes, interest, insurance, and other fees and expenses. Travel expenses may include first-class airfare and limited use of private or charter aircraft, as well as premium accommodations, in accordance with our Adviser's policies related thereto.
In addition, we will bear all costs of the administration of the Company, including but not limited to accounting expenses (including accounting systems) and expenses relating to audit, legal and regulatory expenses (including filings with U.S. and non-U.S. regulators and compliance obligations), costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws, fees and expenses of any administrators in connection with the administration of the Company, expenses relating to the maintenance of registered offices of the Company to the extent provided by unaffiliated service providers, temporary office space of non-employee consultants or auditors, blue sky and corporate filing fees and expenses, corporate licensing expenses, indemnification expenses, costs of holding any meetings or conferences of investors or their delegates or Advisers (including meetings of the Adviser and related activities), Independent Trustees' fees and expenses, costs of any litigation or threatened litigation or costs of any investigation or legal inquiries involving Company activities (including regulatory sweeps), the cost of any liability insurance or fidelity coverage for the Company, including any trustees' and officers' liability insurance and key-person life insurance policies, maintained with respect to liabilities arising in connection with the activities of our trustees and officers conducted on behalf of the Company, costs associated with reporting and providing information to existing and prospective investors, including printing and mailing costs, wind-up and liquidation expenses, and any extraordinary expenses arising in connection with the operations of the Company.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described above.
Leverage
In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations. As market conditions permit and at the discretion of our Adviser, we currently estimate that our portfolio will be approximately 1.00-1.10x levered consistent with our target leverage profile of 0.90x - 1.25x. We may from time to time increase the size of our existing credit facilities, enter into new credit facilities or issue new debt securities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.
As of June 30, 2026, we had borrowings of $2.28 billion outstanding at an average all-in rate of 6.22%, which is included in debt on the consolidated statements of assets and liabilities. As of December 31, 2025, the Company had borrowings of $2.02 billion outstanding at an average all-in rate of 6.71%. We incurred approximately $34.0 million and $65.3 million
and $31.3 million and $62.0 million of interest and unused commitment fees for the three and six months ended June 30, 2026 and 2025, respectively, which is included in interest expense on the consolidated statements of operations. The carrying values of borrowings outstanding under the debt facilities approximate fair value. See Note 5 to the consolidated financial statements for information on the Company's debt.
Portfolio and Investment Activity
As of June 30, 2026, based on fair value, our portfolio consisted of 97.18% first lien senior secured debt investments, 2.14% investments in non-controlled, affiliated funds that hold our equity co-investments, and 0.68% investments in joint ventures. As of December 31, 2025, based on fair value, our portfolio consisted of 97.58% first lien senior secured debt investments and 2.42% investments in affiliated funds that hold our equity co-investments.
As of June 30, 2026, we had investments in 287 portfolio companies with an aggregate fair value of $4.8 billion. As of December 31, 2025, we had investments in 265 portfolio companies with an aggregate fair value of $4.3 billion.
Our investment activity for the three months ended June 30, 2026 and 2025 is presented below (information presented herein is at par value unless otherwise indicated).
(Amounts in thousands) Three Months Ended June 30, 2026 Three Months Ended June 30, 2025
Principal amount of investments committed (including add-ons):
First lien senior secured debt investments $ 562,667 $ 400,453
Investment in non-controlled, affiliated funds 2,337 4,271
Joint ventures 217,000 -
Total principal amount of investments committed $ 782,004 $ 404,724
Principal amount of investments sold or repaid:
First lien senior secured debt investments $ (678,054) $ (148,174)
Investment in non-controlled, affiliated funds (502) (1,540)
Total principal amount of investments sold or repaid $ (678,556) $ (149,714)
New debt investments(1):
New commitments $ 261,722 $ 209,360
Number of new commitments in new portfolio companies(2)
20 8
Average new commitment amount $ 13,086 $ 26,170
Weighted average term for new commitments (in years) 5.5 4.6
Percentage of new commitments at floating rates 100.0 % 100.0 %
Percentage of new commitments at fixed rates - % - %
(1)Amounts shown exclude add-on transactions to existing portfolio companies during the period.
(2)Number of new debt investment commitments represent commitments to a particular portfolio company.
As of June 30, 2026 and December 31, 2025 our investments consisted of the following:
June 30, 2026 December 31, 2025
(Amounts in thousands) Amortized Cost Fair Value Amortized Cost Fair Value
First lien senior secured debt $ 4,698,541 $ 4,685,584 $ 4,189,885 $ 4,173,995
Sponsor subordinated note 415 65 413 59
Investment in affiliated funds 88,338 103,083 87,345 103,670
Joint ventures 32,550 32,615 - -
Total investments $ 4,819,844 $ 4,821,347 $ 4,277,643 $ 4,277,724
The table below describes investments by industry composition based on fair value as of June 30, 2026 and December 31, 2025:
June 30, 2026(1)
December 31, 2025(1)
Aerospace and defense 1.8 % 2.0 %
Air freight and logistics 0.5 % 0.5 %
Auto components 2.3 % 2.7 %
Building products 0.5 % 0.5 %
Chemicals 2.1 % 2.3 %
Commercial services and supplies 3.3 % 3.3 %
Construction and engineering 3.9 % 4.3 %
Containers and packaging 2.5 % 2.5 %
Distributors - % - %
Diversified consumer services 6.4 % 6.8 %
Diversified financial services 0.3 % - %
Electrical equipment 2.0 % 1.6 %
Electronic equipment, instruments and components 0.9 % 1.0 %
Food and staples retailing 1.8 % 2.1 %
Food products 2.1 % 2.3 %
Gas utilities - % - %
Health care equipment and supplies 3.0 % 2.7 %
Health care providers and services 26.2 % 25.2 %
Health care technology 2.8 % 1.1 %
Household durables 3.0 % 3.5 %
Industrial Conglomerates 0.3 % 0.4 %
Insurance 0.8 % 0.5 %
Interactive Media & Services 0.5 % 0.5 %
Internet and direct marketing retail 0.4 % 0.5 %
IT services 3.0 % 2.9 %
Leisure equipment and products 0.4 % 0.2 %
Leisure products - % - %
Life sciences tools and services 1.6 % 1.5 %
Machinery 3.2 % 3.3 %
Media 7.5 % 7.8 %
Multiline Retail 1.1 % 1.3 %
Multisector holdings 2.8 % 2.4 %
Pharmaceuticals - % - %
June 30, 2026(1)
December 31, 2025(1)
Personal products - % - %
Professional services 1.0 % 0.9 %
Real estate management and development 0.1 % 0.1 %
Road and rail - % - %
Semiconductors and semiconductor equipment - % - %
Software 2.0 % 2.3 %
Specialty retail 1.3 % 0.6 %
Textiles, apparel and luxury goods 0.6 % 0.8 %
Trading companies and distributors 7.5 % 9.5 %
Water utilities 0.1 % 0.1 %
Total 100.0 % 100.0 %
(1)Certain industries round to less than 0.1%
As of June 30, 2026, approximately 100.0% of our investments were based in the United States and approximately 0.0% were based in Canada. As of December 31, 2025, approximately 100.0% of our investments were based in the United States and approximately 0.0% were based in Canada.
The weighted average yields and interest rates of our funded debt investments as of June 30, 2026 and December 31, 2025 were as follows:
June 30, 2026 December 31, 2025
Weighted average total yield of funded debt investments at cost (1)
9.1 % 9.1 %
Weighted average total yield of funded debt investments at fair value(1)
9.1 % 9.1 %
Weighted average spread over reference rates of all floating rate funded debt investments 5.4 % 5.3 %
(1)Calculated using actual interest rates in effect as of June 30, 2026 and December 31, 2025 based on borrower elections.
The weighted average yield of our funded debt investments is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries' fees and expenses. The weighted average yield was computed using the effective interest rates of each investment as of each respective date, including accretion of original issue discount, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
•assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
•periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
•comparisons to other companies in the portfolio company's industry; and
•review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all debt investments on a scale of A to F. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also
take into account the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
Investment Rating Description
A A loan supported by exceptional financial strength, stability and liquidity;
B As a general rule, a new transaction will be risk rated a "B" loan. Overtime, a "B" loan is supported by good financial strength, stability and liquidity;
C A loan that is exhibiting deteriorating trends, which if not corrected could jeopardize repayment of the debt. In general, a default by the borrower of one of its financial performance covenants (leverage or coverage ratios) would warrant a downgrade of a loan to a risk rating of "C";
D A loan that has a well-defined weakness that jeopardizes the repayment of the debt or the ongoing enterprise value of the borrower;
E A loan that has an uncured payment default; and
F An asset that is considered uncollectible or of such little value that its continuance as a booked asset is unwarranted.
Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated C through F, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The following table shows the composition of our debt investments on the A to F rating scale as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
Investment Rating Investments
at Fair Value 		Percentage of
Total
Debt Investments 		Investments
at Fair Value 		Percentage of
Total
Debt Investments
(Amounts in thousands)
A $ - - $ - -
B 4,563,279 97.4 % 4,035,067 96.7 %
C 100,602 2.1 % 117,907 2.8 %
D 14,724 0.3 % 12,377 0.3 %
E 7,044 0.2 % 8,703 0.2 %
F - - - -
Total $ 4,685,649 100.0 % $ 4,174,054 100.0 %
The following table shows the amortized cost of our performing and non-accrual debt investments as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
(Amounts in thousands) Amortized Cost Percentage Amortized Cost Percentage
Performing $ 4,687,289 99.8 % $ 4,269,041 99.8 %
Non-accrual 11,252 0.2 % 8,602 0.2 %
Total $ 4,698,541 100.0 % $ 4,277,643 100.0 %
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued 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 the Adviser's judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in the Adviser's judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Results of Operations
The following table represents the operating results for the three and six months ended June 30, 2026 and 2025:
(Amounts in thousands) Three Months
Ended
June 30,
2026 		Three Months
Ended
June 30,
2025 		Six Months
Ended
June 30,
2026 		Six Months
Ended
June 30,
2025
Total investment income $ 116,502 $ 95,953 $ 226,141 $ 184,808
Less: expenses and taxes 57,166 49,471 110,166 95,909
Net investment income (loss) 59,336 46,483 115,975 88,899
Net realized gain (loss) 1,007 360 4,493 800
Net change in unrealized gain (loss) (162) 2,438 1,347 3,015
Net increase (decrease) in net assets resulting from operations $ 60,181 $ 49,281 $ 121,815 $ 92,714
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.
Investment Income
Investment income for the three and six months ended June 30, 2026 and 2025, were as follows:
(Amounts in thousands) Three Months
Ended
June 30,
2026 		Three Months
Ended
June 30,
2025 		Six Months
Ended
June 30,
2026 		Six Months
Ended
June 30,
2025
Interest $ 112,064 $ 93,239 $ 218,087 $ 179,783
Payment-in-kind interest 1,582 1,277 3,030 2,244
Other 2,279 1,437 4,007 2,781
Dividends 577 - 1,017 -
Total investment income $ 116,502 $ 95,953 $ 226,141 $ 184,808
Increases in interest and other investment income were driven by deployment of capital and an increase in investment activity. Total investments as of June 30, 2026 were $4.8 billion as compared to $3.6 billion as of June 30, 2025.
Expenses
Expenses for the three and six months ended June 30, 2026, and 2025, were as follows:
(Amounts in thousands) Three Months
Ended
June 30,
2026 		Three Months
Ended
June 30,
2025 		Six Months
Ended
June 30,
2026 		Six Months
Ended
June 30,
2025
Interest $ 35,433 $ 32,605 $ 67,924 $ 64,558
Income incentive fees 8,588 6,718 16,815 12,804
Capital gains incentive fees 125 277 469 277
Management fees 8,039 5,580 15,587 10,502
Other 887 1,306 2,046 2,301
Professional fees 1,600 597 2,783 1,123
Administrative fees 424 454 873 1,098
Offering costs 454 486 932 830
Accounting fees 63 255 242 428
Insurance fees 162 77 334 265
Trustees' fees 58 58 117 116
Distribution and shareholder servicing fees:
Class S 648 374 1,257 631
Class D 2 1 5 2
Total expenses $ 56,483 $ 48,788 $ 109,384 $ 94,935
Distribution and shareholder servicing fees waived
Class S - (113) - (187)
Class D - (1) - (2)
Net expenses $ 56,483 $ 48,674 $ 109,384 $ 94,746
Increases in interest and other expenses were driven by the Company's continued deployment of capital, elevated interest rates and an increase in investment activity and leverage.
Increases in incentive fees are correlated to an increase in results from operations. For the three and six months ended June 30, 2026, there were net increases in net assets resulting from operations of $60.2 million and $121.8 million, driving the increase in incentive fees, compared to the three and six months ended June 30, 2025, there were net increases in net assets resulting from operations of $49.3 million and $92.7 million. Increases in management fees were driven by the increase in net assets during the periods presented. The increase in net assets was primarily driven by net capital activity.
Under the terms of the Administration Agreement and Investment Management Agreement, we reimburse the Administrator and Adviser, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Adviser may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Adviser for any services performed for us by such affiliate or third party.
For the three and six months ended June 30, 2026, the Administrator charged approximately $424,000 and $932,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three and six months ended June 30, 2025, the Administrator charged approximately $454,000 and $830,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.
Income Taxes, including Excise Taxes
We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To continue to qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income. For the three and six months ended June 30, 2026 and 2025, we did not accrue U.S. federal excise tax.
We conduct certain activities through our wholly-owned subsidiary, Twin Brook Equity XXXIII Corp., a Delaware corporation. It is treated as a corporation for United States federal income tax purposes and is subject to U.S. federal, state or local income tax. For the three and six months ended June 30, 2026, the Company accrued $0.1 million and $1.1 million of current federal tax. For the three and six months ended June 30, 2025, the Company accrued $76,000 and $163,000 current federal tax. For the three and six months ended June 30, 2026 the Company had an increase/(decrease) of $630,000 and $(294,000) of deferred federal tax related to the corporation. For the three and six months ended June 30, 2025, the Company had an increase/(decrease) of $720,000, and $1,000,000 respectively, of deferred federal tax related to the corporations, which is included in "deferred federal tax provision" on the consolidated statements of operations.
Net Change in Unrealized Gains (Losses) on Investment Transactions
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended June 30, 2026 and 2025, net unrealized gains (losses) on our investment transactions were as follows:
(Amounts in thousands) Three Months
Ended
June 30,
2026 		Three Months
Ended
June 30,
2025 		Six Months
Ended
June 30,
2026 		Six Months
Ended
June 30,
2025
Non-controlled, non-affiliated investments (2,522) (655) $ 2,937 $ (2,068)
Non-controlled, affiliated investments 2,641 3,210 (1,580) 4,809
Controlled, affiliated investments 65 - 65 -
Interest rate swaps and options (346) (110) (84) 326
Foreign currency forward contracts - (7) 9 (52)
Net change in unrealized gain (loss) on investment transactions $ (162) $ 2,438 $ 1,347 $ 3,015
For the three months ended June 30, 2026, the net unrealized gains from investments were primarily driven unrealized gains on equity investments held through our interest in the affiliated funds, Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC, as well as net increases in the value of the TCAP JV. The gains were partially offset by unrealized losses on non-affiliated debt investments driven by increased market volatility. The unrealized loss on interest rate swaps and options represents the unrealized losses on interest rate options from changes in SOFR.
Net Realized Gains (Losses) on Investment Transactions
The realized gains and losses on fully and partially exited portfolio companies during the three and six months ended June 30, 2026 and 2025, were as follows:
(Amounts in thousands) Three Months
Ended
June 30,
2026 		Three Months
Ended
June 30,
2025 		Six Months
Ended
June 30,
2026 		Six Months
Ended
June 30,
2025
Non-controlled, non-affiliated investments $ 1,006 $ 2 $ (299) $ 50
Non-controlled, affiliated investments 2 369 4,799 714
Foreign currency forward contracts (1) (11) (7) 36
Net realized gain (loss) on investments $ 1,007 $ 360 $ 4,493 $ 800
Financial Condition, Liquidity, and Capital Resources
Our liquidity and capital resources are generated primarily from the net proceeds of our continuous offering of common shares, cash flows from interest, dividends and fees earned from our investments and principal repayments, and credit facilities. The primary uses of our cash are (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying our Adviser and Administrator or its affiliates), (3) debt service of any borrowings and (4) cash distributions to the holders of our shares.
We may from time to time increase the size of our existing credit facilities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As market conditions permit and at the discretion of our Adviser, we currently estimate that our portfolio will be approximately 1.00-1.10x levered consistent with our target leverage profile of 0.90x - 1.25x. There were $2.3 billion outstanding borrowings as of June 30, 2026. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.
Cash and cash equivalents as of June 30, 2026, taken together with our available debt capacity of $970.4 million, is expected to be sufficient for our investing activities and to conduct our operations.
As of June 30, 2026 we had $234.7 million in cash and cash equivalents. During the six months ended June 30, 2026, we used $419.4 million in cash for operating activities, primarily as a result of funding portfolio investments of $991.2 million and partially offset by other operating activities of $571.9 million. Net cash provided by financing activities was $469.3 million during the period, primarily the result of proceeds from the issuance of common shares and debt borrowings.
Equity
As of June 30, 2026, the Company had 106,651,371 shares issued and outstanding with a par value of $0.001 per share.
The following tables summarize transactions in common shares during the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Shares Amount in Thousands Shares Amount in Thousands
Class I:
Proceeds from shares sold 6,468,705 $ 161,590 12,734,192 $ 319,468
Share transfers between classes 3,976 1,599 24,350 2,112
Distributions reinvested 575,329 14,506 1,150,997 29,008
Repurchased shares, net of early repurchase reduction (1,776,368) (44,708) (2,948,413) (74,264)
Net increase (decrease) 5,271,642 $ 132,987 10,961,126 $ 276,324
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Shares Amount in Thousands Shares Amount in Thousands
Class S:
Proceeds from shares sold 531,239 $ 13,395 1,230,342 $ 31,009
Share transfers between classes (3,976) (1,599) (24,350) (2,112)
Distributions reinvested 122,371 3,086 237,775 5,994
Repurchased shares, net of early repurchase reduction (306,906) (7,727) (358,765) (9,035)
Net increase (decrease) 342,728 $ 7,155 1,085,002 $ 25,856
Three Months Ended June 30, 2026 Six Months Ended June 30, 2026
Shares Amount in Thousands Shares Amount in Thousands
Class D:
Proceeds from shares sold 397 $ 10 8,972 $ 226
Share transfers between classes - - - -
Distributions reinvested 830 21 1,623 41
Repurchased shares, net of early repurchase reduction (5,059) (127) (5,059) (127)
Net increase (decrease) (3,832) $ (96) 5,536 $ 140
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Shares Amount in Thousands Shares Amount in Thousands
Class I:
Proceeds from shares sold 6,196,561 $ 156,731 11,631,597 $ 294,160
Share transfers between classes 6,911 175 9,899 251
Distributions reinvested 399,643 10,108 766,317 19,380
Repurchased shares, net of early repurchase reduction (1,238,312) (31,268) (1,493,833) (37,728)
Net increase (decrease) 5,364,803 $ 135,746 10,913,980 $ 276,063
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Shares Amount in Thousands Shares Amount in Thousands
Class S:
Proceeds from shares sold 1,866,111 $ 47,201 3,666,854 $ 92,732
Share transfers between classes (6,911) (175) (6,911) (175)
Distributions reinvested 81,918 2,072 147,020 3,718
Repurchased shares, net of early repurchase reduction (4,954) (120) (7,143) (175)
Net increase (decrease) 1,936,164 $ 48,978 3,799,820 $ 96,100
Three Months Ended June 30, 2025 Six Months Ended June 30, 2025
Shares Amount in Thousands Shares Amount in Thousands
Class D:
Proceeds from shares sold 12,452 $ 315 23,992 $ 607
Share transfers between classes - - (2,989) (76)
Distributions reinvested 678 17 1,284 32
Repurchased shares, net of early repurchase reduction (5,626) (142)
(7,597)
(192)
Net increase (decrease) 7,504 $ 190 14,690 $ 371
Net Asset Value per Share and Offering Price
The Company determines net asset value ("NAV") for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table presents each month-end NAV per share for the common shares during the six months ended June 30, 2026:
NAV Per Share
For the Months Ended Class I Class S Class D
January 31, 2026 $ 25.21 $ 25.21 $ 25.21
February 28, 2026 $ 25.19 $ 25.19 $ 25.19
March 31, 2026 $ 25.22 $ 25.22 $ 25.22
April 30, 2026 $ 25.21 $ 25.21 $ 25.21
May 31, 2026 $ 25.21 $ 25.21 $ 25.21
June 30, 2026 $ 25.20 $ 25.20 $ 25.20
Dividends
We plan to make monthly dividends at the Board's discretion. The following tables reflect dividends declared on common shares during the six months ended June 30, 2026.
For the Six Months Ended June 30, 2026
Class I
Date Declared Record Date Payment Date Dividend per Share Amount in Thousands
January 28, 2026 January 31, 2026 February 25, 2026 $ 0.2000 $ 17,035
February 26, 2026 February 27, 2026 March 27, 2026 $ 0.2000 $ 17,734
March 26, 2026 March 31, 2026 April 28, 2026 $ 0.2000 $ 18,081
April 27, 2026 April 30, 2026 May 29, 2026 $ 0.2000 $ 18,071
May 26, 2026 May 29, 2026 June 30, 2026 $ 0.2000 $ 18,229
June 27, 2026 June 30, 2026 July 29, 2026 $ 0.2000 $ 19,255
For the Six Months Ended June 30, 2026
Class S
Date Declared Record Date Payment Date Dividend per Share Amount in Thousands
January 28, 2026 January 31, 2026 February 25, 2026 $ 0.1818 $ 2,050
February 26, 2026 February 27, 2026 March 27, 2026 $ 0.1836 $ 2,119
March 26, 2026 March 31, 2026 April 28, 2026 $ 0.1818 $ 2,145
April 27, 2026 April 30, 2026 May 29, 2026 $ 0.1824 $ 2,176
May 26, 2026 May 29, 2026 June 30, 2026 $ 0.1818 $ 2,199
June 27, 2026 June 30, 2026 July 29, 2026 $ 0.1824 $ 2,250
For the Six Months Ended June 30, 2026
Class D
Date Declared Record Date Payment Date Dividend per Share Amount in Thousands
January 28, 2026 January 31, 2026 February 25, 2026 $ 0.1947 $ 23
February 26, 2026 February 27, 2026 March 27, 2026 $ 0.1952 $ 24
March 26, 2026 March 31, 2026 April 28, 2026 $ 0.1947 $ 25
April 27, 2026 April 30, 2026 May 29, 2026 $ 0.1948 $ 25
May 26, 2026 May 29, 2026 June 30, 2026 $ 0.1947 $ 25
June 27, 2026 June 30, 2026 July 29, 2026 $ 0.1948 $ 24
The following tables reflect dividends declared on common shares for the six months ended June 30, 2025:
For the Six Months Ended June 30, 2025
Class I
Date Declared Record Date Payment Date Dividend per Share Amount in Thousands
January 28, 2025 January 31, 2025 February 26, 2025 $ 0.2300 $ 13,438
February 25, 2025 February 28, 2025 March 27, 2025 $ 0.2200 $ 13,365
March 28, 2025 March 31, 2025 April 28, 2025 $ 0.2200 $ 13,788
April 27, 2025 April 30, 2025 May 28, 2025 $ 0.2200 $ 14,121
May 28, 2025 May 31, 2025 June 26, 2025 $ 0.2200 $ 14,580
June 27, 2025 June 30, 2025 July 29, 2025 $ 0.2200 $ 14,969
For the Six Months Ended June 30, 2025
Class S
Date Declared Record Date Payment Date Dividend per Share Amount in Thousands
January 28, 2025 January 31, 2025 February 26, 2025 $ 0.2171 $ 933
February 25, 2025 February 28, 2025 March 27, 2025 $ 0.2084 $ 969
March 28, 2025 March 31, 2025 April 28, 2025 $ 0.2071 $ 1,159
April 27, 2025 April 30, 2025 May 28, 2025 $ 0.2075 $ 1,307
May 28, 2025 May 31, 2025 June 26, 2025 $ 0.2071 $ 1,467
June 27, 2025 June 30, 2025 July 29, 2025 $ 0.2075 $ 1,563
For the Six Months Ended June 30, 2025
Class D
Date Declared Record Date Payment Date Dividend per Share Amount in Thousands
January 28, 2025 January 31, 2025 February 26, 2025 $ 0.2300 $ 16
February 25, 2025 February 28, 2025 March 27, 2025 $ 0.2200 $ 17
March 28, 2025 March 31, 2025 April 30, 2025 $ 0.2200 $ 17
April 27, 2025 April 30, 2025 May 28, 2025 $ 0.2200 $ 17
May 28, 2025 May 31, 2025 June 26, 2025 $ 0.2200 $ 19
June 27, 2025 June 30, 2025 July 29, 2025 $ 0.2200 $ 19
Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser, which is subject to recoupment, or the Administrator, if any.
All of the dividends declared for the three and six months ended June 30, 2026 and 2025 and were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company's tax return is filed.
Distribution Reinvestment Plan
The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our Company's distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder's account to three decimal places.
Share Repurchase Plan
The Company has commenced a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company's Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company's liquidity, adversely affect the Company's operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding.
The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of a tender offer will be retired and thereafter will be authorized and unissued shares.
Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, the Company expects to repurchase shares pursuant to tender offers on or around the last business day of that quarter (the "Repurchase Date") using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an "Early Repurchase Deduction"). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.
The following table presents the share repurchases completed during the six months ended June 30, 2026:
Tender Offer Expiration Date Total Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per Share Tender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
March 5, 2026 1,223,904 1.3 % $ 25.22 March 31, 2026 $ 30,801 0
June 2, 2026 2,088,333 2.1 % $ 25.20 June 30, 2026 $ 52,523 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.
The following table presents the share repurchases completed during the six months ended June 30, 2025:
Tender Offer Expiration Date Total Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per Share Tender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 29, 2025 259,680 0.4 % $ 25.30 December 31, 2024 $ 7 0
April 25, 2025 1,248,893 1.7 % $ 25.29 March 31, 2025 $ 31,530 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.
Debt
In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.
For the three and six months ended June 30, 2026 and 2025, the components of interest expense were as follows:
(Amounts in thousands) Three Months Ended
June 30, 2026 		Three Months Ended
June 30, 2025 		Six Months
Ended
June 30,
2026 		Six Months
Ended
June 30,
2025
Interest expense $ 34,021 $ 31,333 $ 65,332 $ 61,960
Amortization of deferred financing costs 1,836 1,787 3,635 3,570
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps 5,846 (5,084) 10,232 (13,695)
Hedged items (6,270) 4,569 (11,275) 12,723
Total interest expense $ 35,433 $ 32,605 $ 67,924 $ 64,558
Average interest rate 6.21 % 6.73 % 6.22 % 6.77 %
Average daily borrowings $ 2,078,510 $ 1,705,966 $ 2,014,318 $ 1,707,548
Credit Facilities
On June 17, 2022, Twin Brook Capital Funding XXXIII MSPV, LLC, as borrower (the "MSPV Borrower"), an indirect, wholly-owned subsidiary of the Company, entered into a new loan and servicing agreement (as amended, supplemented or otherwise modified from time to time, the "MSPV Credit Facility"). The MSPV Credit Facility is secured by the MSPV Borrower's investments. The obligation of the lenders to make revolving commitments under the MSPV Credit Facility will terminate on June 17, 2027 (the "Reinvestment Period") with a scheduled final maturity date of May 28, 2029. The revolving loans are subject to an interest rate, during the Reinvestment Period, of Term SOFR plus 2.20% per annum and thereafter, Term SOFR plus 2.70% per annum.
On December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the "ASPV Borrower"), an indirect, wholly-owned subsidiary of the Company, entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the "ASPV Credit Facility"). The ASPV Credit Facility is secured by the ASPV Borrower's investments. The obligation of the lenders to make revolving commitments under the ASPV Credit Facility will terminate on October 2, 2028 (the "Reinvestment Period") with a scheduled final maturity date of October 2, 2030. The revolving loans are subject to an interest rate of daily simple SOFR plus 1.90% per annum.
On November 17, 2023, the Company, as borrower, entered into a new Senior Secured Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "SMBC Truist Credit Facility"), with the lenders and issuing banks party thereto and Truist Bank, as administrative agent. On February 19, 2026, the Company entered into an Agency Transfer Agreement with Truist Bank and Sumitomo Mitsui Banking Corporation ("SMBC"), where SMBC replaced Truist as Administrative Agent and Collateral Agent. The SMBC Truist Credit Facility is guaranteed by Twin Brook Capital Funding XXXIII, LLC (the "Guarantor"), a direct and wholly owned subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The termination date of the lenders' obligation to make loans under the SMBC Truist Credit Facility is October 1, 2029 and the final scheduled maturity date is October 1, 2030. The revolving loans will be subject to an interest rate of, at the Company's option, adjusted term SOFR plus 1.875% or the alternate base rate plus 0.875%. The SMBC Truist Credit Facility is secured by all assets of the Company and the Guarantor. The Company is subject to meet financial covenants under the SMBC Truist Credit Facility agreement.
Private Placement Notes - Series A
On March 19, 2024, the Company entered into a Note Purchase Agreement, governing the issuance of $90 million aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 (the "Tranche A Notes") and $150 million aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 (the "Tranche B Notes"), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear
interest at a rate equal to 7.69% per annum and 7.78% per annum, respectively. The Tranche A Notes and the Tranche B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.
In connection with the Tranche A Notes and the Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company's liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the Tranche A Notes and the Tranche B Notes in a qualifying hedge accounting relationship.
Private Placement Notes - Series B
On October 15, 2024, the Company, entered into a First Supplement to the Master Note Purchase Agreement dated as of March 19, 2024 , governing the issuance of $400 million aggregate principal amount of Series B Notes consisting of (i) $85 million aggregate principal amount of 6.42% Series B Senior Notes, Tranche A, due October 15, 2028 (the "Tranche A Notes"), (ii) $25 million aggregate principal amount of Series B Senior Notes, Tranche B, due October 15, 2029 to be issued at a floating rate (the "Tranche B Notes"), and (iii) $290 million aggregate principal amount of 6.52% Series B Senior Notes, Tranche C, due October 15, 2029 (the "Tranche C Notes," collectively with the Tranche A Notes and Tranche B Notes, the "Series B Notes"), to qualified institutional investors in a private placement. The Tranche B Notes bear interest at a floating interest rate equal to three-month SOFR plus 3.24% per annum. The Series B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.
Private Placement Notes - Series C
On June 30, 2025, the Company entered into a Second Supplement to the Master Note Purchase Agreement dated as of March 19, 2024, governing the issuance of $100 million aggregate principal amount of Series C Notes consisting of (i) $25 million aggregate principal amount of 6.05% Series C Senior Notes, Tranche A, due June 30, 2028 (the "Series C Tranche A Notes"), and (ii) $75 million aggregate principal amount of 6.40% Series C Senior Notes, Tranche B, due June 30, 2030 (the "Series C Tranche B Notes," together with the Series C Tranche A Notes, the "Series C Notes"), to qualified institutional investors in a private placement. The Series C Tranche A Notes and the Series C Tranche B Notes bear interest at a rate equal to 6.05% per annum and 6.40% per annum, respectively. The Series C Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.
Private Placement Notes - Series D
On June 4, 2026, the Company entered into a Third Supplement to the Master Note Purchase Agreement dated as of March 19, 2024, governing the issuance of $225 million aggregate principal amount of Series D Notes consisting of (i) $50 million aggregate principal amount of 6.67% Series D Senior Notes, Tranche A, due June 4, 2029 (the "Series D Tranche A Notes"), and (ii) $175 million aggregate principal amount of 7.03% Series D Senior Notes, Tranche B, due June 4, 2031 (the "Series D Tranche B Notes," together with the Series D Tranche A Notes, the "Series D Notes"), to qualified institutional investors in a private placement. The Series D Tranche A Notes and the Series D Tranche B Notes bear interest at a rate equal to 6.67% per annum and 7.03% per annum, respectively. The Series D Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.
Total debt consisted of the following as of June 30, 2026:
As of June 30, 2026
(Amounts in thousands) Maximum Principal Amount
Committed 		Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value(2)
Assets Pledged as Collateral(3)
Fair Value Fair Value Hierarchy
ASPV Credit Facility $ 500,000 $ 254,000 $ 229,348 $ 254,000 $ 731,610 $ 254,000 Level 3
MSPV Credit Facility 500,000 390,000 110,000 390,000 881,286 390,000 Level 3
SMBC Truist Credit Facility 975,000 306,000 631,023 306,000 2,625,399 306,000 Level 3
Series A Tranche A Notes 90,000 90,000 - 90,000 - 90,266 Level 3
Series A Tranche B Notes 150,000 150,000 - 149,411 - 150,590 Level 3
Series B Tranche A Notes 85,000 85,000 - 84,661 - 83,824 Level 3
Series B Tranche B Notes 25,000 25,000 - 25,000 - 24,999 Level 3
Series B Tranche C Notes 290,000 290,000 - 288,496 - 284,354 Level 3
Series C Tranche A Notes 25,000 25,000 - 23,834 - 24,854 Level 3
Series C Tranche B Notes 75,000 75,000 - 74,757 - 74,402 Level 3
Series D Tranche A Notes 50,000 50,000 - 49,944 - 50,000 Level 3
Series D Tranche B Notes 175,000 175,000 - 175,109 - 175,000 Level 3
CLO Transaction 369,000 369,000 - 369,000 447,354 369,000 Level 3
Total $ 3,309,000 $ 2,284,000 $ 970,371 $ 2,280,212 $ 4,685,649 $ 2,277,289
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Carrying value is inclusive of adjustments for the change in fair value of the effective hedge relationship
(3)Fair market value of the assets held as collateral in the respective credit facility.
Total debt consisted of the following as of December 31, 2025:
As of December 31, 2025
(Amounts in thousands) Maximum Principal Amount
Committed 		Principal Amount Outstanding Principal Amount Available(1) Carrying Value Assets Pledged as Collateral(2) Fair Value Fair Value Hierarchy
ASPV Credit Facility $ 500,000 $ 272,600 $ 59,321 $ 272,600 $ 494,373 $ 272,600 Level 3
MSPV Credit Facility 500,000 386,400 57,296 386,400 684,938 386,400 Level 3
Truist Credit Facility 975,000 256,500 661,179 256,500 2,550,658 256,500 Level 3
Series A Tranche A Notes 90,000 90,000 - 90,406 - 90,965 Level 3
Series A Tranche B Notes 150,000 150,000 - 151,856 - 153,212 Level 3
Series B Tranche A Notes 85,000 85,000 - 86,045 - 84,981 Level 3
Series B Tranche B Notes 25,000 25,000 - 25,000 - 24,999 Level 3
Series B Tranche C Notes 290,000 290,000 - 293,911 - 289,100 Level 3
Series C Tranche A Notes 25,000 25,000 - 25,178 - 25,190 Level 3
Series C Tranche B Notes 75,000 75,000 - 75,092 - 75,786 Level 3
CLO Transaction 369,000 369,000 - 369,000 444,085 369,000 Level 3
Total $ 3,084,000 $ 2,024,500 $ 777,796 $ 2,031,988 $ 4,174,054 $ 2,028,733
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Fair market value of the assets held as collateral in the respective credit facility.
Debt Securitizations
On May 30, 2024, the Company completed an approximately $445.0 million term debt securitization (the "CLO Transaction"). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company's overall asset coverage requirements. The secured notes issued in the CLO Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by Twin Brook CLO 2024-1 LLC (the "Issuer"), an indirect, wholly-owned, consolidated subsidiary of the Company, and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.
The following table presents information on the secured notes and equity interests in the CLO Transaction:
As of June 30, 2026
(Amounts in thousands) Principal Outstanding Interest Rate Credit Rating
Class A Senior Secured Floating Rate Notes $ 161,000
SOFR + 1.90%
AAA(sf)
Class A-L Senior Secured Floating Rate Loans $ 100,000
SOFR + 1.90%
AAA(sf)
Class B Senior Secured Floating Rate Notes $ 45,000
SOFR + 2.30%
AA(sf)
Class C Senior Secured Floating Rate Notes $ 36,000
SOFR + 2.95%
A(sf)
Class D Senior Secured Floating Rate Notes $ 27,000
SOFR + 4.95%
BBB(sf)
Equity Interests1
$ 76,000 None Not Rated
Total CLO Transaction $ 445,000
(1) Equity Interests were retained by the Company as of June 30, 2026.
The secured notes are scheduled to mature on July 20, 2036, unless redeemed by the Issuer, at the direction of the Adviser, serving as collateral manager, on any business day after July 20, 2026.
The Class A Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes (collectively, the "Secured Debt") are the secured obligations of the Issuer and the Equity Interests are the unsecured obligations of Issuer. The Class A-L Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the indenture and related agreements. The indenture governing the CLO Transaction includes customary covenants and events of default.
As part of the CLO Transaction, a wholly owned subsidiary of the Company (the "Retention Holder") sold and transferred certain middle market loans to the Issuer for the purchase price and other consideration set forth in a loan sale agreement and for future sales from the Retention Holder to the Issuer on an ongoing basis. Such loans constituted the initial portfolio of assets securing the Secured Debt. In connection with such sale and transfer, the Retention Holder made customary representations, warranties and covenants to the Issuer.
The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.
The Adviser serves as collateral manager to Issuer under a collateral management agreement and is entitled to receive fees for providing the services; however, the Adviser has waived its right to receive such fees but may rescind such waiver at any time.
Short-Term Debt
In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180-days from the date it was transferred (each a "Short Term Financing Transaction"). At the expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.
As of June 30, 2026 and December 31, 2025, the Company did not have borrowings under Short-Term Financing Transactions.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
Our investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments at fair value. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and consolidated statements of operations.
As of June 30, 2026 and December 31, 2025, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $760 million and $1,152 million, respectively.
We seek to carefully manage our unfunded portfolio company commitments for purposes of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage ratio, to cover any outstanding portfolio company unfunded commitments we are required to fund.
Other Commitments and Contingencies
As of June 30, 2026, $184.4 million of capital remained uncalled from the Company at the TCAP JV.
Contractual Obligations
A summary of our contractual payment obligations under our borrowing arrangements as of June 30, 2026 is as follows:
Payment Due by Period
(Amounts in millions) Total Less than 1 year 1-3 3-5 More than 5 years
ASPV Credit Facility $ 254.0 $ - $ - $ 254.0 $ -
MSPV Credit Facility $ 390.0 $ - $ - $ 390.0 $ -
SMBC Truist Credit Facility $ 306.0 $ - $ - $ 306.0 $ -
Series A Tranche A Notes $ 90.0 $ - $ 90.0 $ - $ -
Series A Tranche B Notes $ 150.0 $ - $ 150.0 $ - $ -
CLO Transaction $ 369.0 $ - $ - $ - $ 369.0
Series B Tranche A Notes $ 85.0 $ - $ 85.0 $ - $ -
Series B Tranche B Notes $ 25.0 $ - $ - $ 25.0 $ -
Series B Tranche C Notes $ 290.0 $ - $ - $ 290.0 $ -
Series C Tranche A Notes $ 25.0 $ - $ 25.0 $ - $ -
Series C Tranche B Notes $ 75.0 $ - $ - $ 75.0 $ -
Series D Tranche A Notes $ 50.0 $ - $ 50.0 $ - $ -
Series D Tranche B Notes $ 175.0 $ - $ - $ 175.0 $ -
Total $ 2,284.0 $ - $ 400.0 $ 1,515.0 $ 369.0
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the Investment Management Agreement, the Administration Agreement, Expense Support and Conditional Reimbursement Agreement and the Resource Sharing Agreement.
In addition to the aforementioned agreements, we intend to rely on exemptive relief that has been granted to us, our Adviser, and TPG Angelo Gordon to permit us to co-invest with other funds managed by TPG Angelo Gordon in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as any regulatory requirements and other pertinent factors. See "Item 1. - Notes to Consolidated Financial Statements - Note 6. Agreements and Related Party Transactions" for further description of our related party transactions.
Critical Accounting Policies
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 policies, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026, and elsewhere in our filings with the SEC. There have been no significant changes this quarter in our critical accounting policies and practices.
AG Twin Brook Capital Income Fund published this content on August 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 10, 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]