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

Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except share amounts, per share data, percentages, and as otherwise noted)

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. Except as otherwise specified, references to "we," "us," "our," or the "Company" refer to Lord Abbett Private Credit Fund. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Item 1A. - Risk Factors" and elsewhere in this Annual Report on Form 10-K. This discussion should be read in conjunction with the "Cautionary Statement Regarding Forward-Looking Statements" in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.

OVERVIEW

We were formed on November 27, 2023, as a Delaware limited partnership named Lord Abbett Private Credit Fund 1, LP. On August 30, 2024, we converted to a Delaware statutory trust and were renamed Lord Abbett Private Credit Fund. We are a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We are externally managed by the Adviser, which manages our day-to-day operations and provides us with investment advisory services pursuant to the terms of the Advisory Agreement. The Adviser is registered as an investment adviser with the SEC. We elected to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code.

The Adviser oversees (subject to the oversight of the Board, a majority of whom are Independent Trustees) the management of our operations and is responsible for making investment decisions with respect to our portfolio pursuant to the terms of the Advisory Agreement. Under the Advisory 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 pay Lord, Abbett & Co. LLC (the "Administrator") an administration fee on a monthly basis.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation, by primarily focusing on directly originated, senior secured loans to U.S. middle market companies.

As a BDC, we may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. "Qualifying assets" are generally privately offered securities issued by U.S. private companies or thinly traded public companies. We may also invest up to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S. companies, joint ventures or other interests that are non-qualifying. The Adviser directly originates credit opportunities from a large universe of private equity sponsors, strategic sourcing relationships, intermediaries and other direct lenders, as well as internal Lord Abbett resources.

We generally intend to distribute substantially all of our available earnings annually by paying distributions on a monthly basis, as determined by our Board, in its discretion.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We plan to generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred that are not assumed by the Company.

The Company will bear the following costs and expenses of the Company's operations, administration, and transactions:

(i)

investment advisory fees, including the base management fee and incentive fee, to the Adviser, pursuant to the Advisory Agreement;

(ii)

Administration Fee to the Administrator, pursuant to the Administration Agreement;

(iii)

sub-administration fee to a sub-administrator, pursuant to a sub-administration agreement;

(iv)

organization and offering expenses associated with this offering (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including reasonable bona fide due diligence expenses of participating intermediaries supported by detailed and itemized invoices, fees and expenses of the Company's transfer agent);

(v)

all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisers (including tax advisers), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisers, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator, or its affiliates), and other professionals (except to the extent such taxes, fees, costs, and expenses are borne by the Administrator or its affiliates under the Administration Agreement or borne by the Adviser or its affiliates under the Advisory Agreement);

(vi)

the cost of effecting any sales and repurchases of the Company's common shares of beneficial interest, $0.01 par value per share (the "Common Shares") and other securities;

(vii)

fees and expenses payable under any placement agent and selected intermediary agreements, if any;

(viii)

interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, the arranging thereof and related legal expenses;

	(ix)	fees and expenses of any third-party valuation services;

(x)

all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;

(xi)

costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company's assets for tax or other purposes;

(xii)

costs of derivatives and hedging;

(xiii)

all fees, costs and expenses, if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any broken deal expenses, legal, research, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses or other expenses associated with advisers in connection with conducting due diligence or otherwise pursuing a particular non-consummated transaction, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;

(xiv)

the allocated costs incurred by the Adviser and the Administrator in providing (or arranging for the provision of) managerial assistance to those portfolio companies that request it;

(xv)

all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);

(xvi)

investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel, meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Adviser is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction), or any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company's investment activities;

(xvii)

transfer agent, dividend agent and custodial fees;

(xviii)

federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;

(xix)

fees and expenses including reasonable travel, entertainment, lodging and meal expenses of, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the Independent Trustees;

(xx)

costs of preparing financial statements, costs of Sarbanes-Oxley Act compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing (except to the extent such costs and expenses are borne by the Administrator or its affiliates under the Administration Agreement or borne by the Adviser or its affiliates under the Advisory Agreement);

(xxi)

all fees, costs and expenses associated with the preparation and issuance of the Company's periodic reports and related statements (e.g., financial statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Adviser or its affiliates in connection with such provision of services thereby) (except to the extent such costs and expenses are borne by the Administrator or its affiliates under the Administration Agreement or borne by the Adviser or its affiliates under the Advisory Agreement);

(xxii)

the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or Trustee meetings;

(xxiii)

proxy voting expenses;

(xxiv)

costs of registration rights granted to certain investors;

(xxv)

any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Adviser lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;

(xxvi)

all fees, costs and expenses of any litigation, arbitration or audit involving the Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, Trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company;

(xxvii)

fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;

(xxviii)

all fees, costs and expenses of winding up and liquidating the Company's assets; and

(xxix)

extraordinary expenses (such as litigation or indemnification).

The Adviser and/or its affiliates advanced all of our initial organization and offering expenses. Pursuant to the Expense Support and Conditional Reimbursement Agreement we have entered into with the Adviser (the "Expense Support Agreement"), the Adviser is obligated to advance all of our Other Operating Expenses (as defined below) (including organizational and offering expenses) to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company's NAV (the "Expense Cap"). We will be obligated to reimburse the Adviser for such advanced expenses only if certain conditions are met. See "- Expense Support and Conditional Reimbursement Agreement" below. Any reimbursements will not exceed actual expenses incurred by the Adviser and its affiliates.

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 and 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.

Expense Support and Conditional Reimbursement Agreement

Pursuant to the Expense Support Agreement we have entered into with the Adviser, the Adviser is obligated to advance all of our Other Operating Expenses (each, a "Required Expense Payment") to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company's NAV. Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Adviser or its affiliates. "Other Operating Expenses" means the Company's organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company's allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding the Company's base management and incentive fees owed to the Adviser, financing fees and costs (other than upfront fees on the Company's initial credit facility), brokerage commissions, placement agent fees, costs and expenses of distributing and placing the Common Shares, extraordinary expenses and any interest expenses owed by the Company, all as determined in accordance with GAAP.

The Adviser may elect to pay, at such times as the Adviser determines, certain expenses on our behalf (each, a "Voluntary Expense Payment" and together with a Required Expense Payment, the "Expense Payments"), provided that no portion of the payment will be used to pay shareholder servicing and/or distribution fees, if any, of the Company. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.

Following any month in which Other Operating Expenses are below the Expense Cap on an annualized basis, the Adviser may be reimbursed (a, "Required Reimbursement Payment") for any Required Expense Payment to the extent that (i) the Other Operating Expenses, inclusive of such Required Reimbursement Payment remain at or below the Expense Cap and (ii) the applicable Required Expense Payment was made no more than three (3) years prior to the Required Reimbursement Payment.

Following any calendar month in which Available Operating Funds exceed the cumulative distributions accrued to the Company's shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as "Excess Operating Funds"), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Voluntary Expense Payments made by the Adviser to the Company within three (3) years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company with respect to Voluntary Expense Payments shall be referred to herein as a "Voluntary Reimbursement Payment", and together with the Required Reimbursement Payments, the "Reimbursement Payments"). "Available Operating Funds" means the sum of (i) our net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

No Voluntary Reimbursement Payment for any calendar month shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such Voluntary Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, (2) the Company's Operating Expense Ratio at the time of such Voluntary Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, or (3) the Company's Other Operating Expenses at the time of such Voluntary Reimbursement Payment exceeds 0.70% of the Company's NAV. "Effective Rate of Distributions Per Share" means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The "Operating Expense Ratio" is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, if any, and interest expense, by the Company's net assets. "Operating Expenses" means all of the Company's operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

The Company's obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

The Expense Support Agreement is effective until October 4, 2026 and shall renew automatically for successive one-year terms thereafter unless either the Company or the Adviser determines to terminate it and so notifies the other party. Either the Company or the Adviser may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Adviser will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.

The following table presents a cumulative summary of the expense payments and reimbursement payments since the Company's commencement of operations:

For the Quarter Ended		Required Expense Payments by Adviser				Required Reimbursement Payments to Adviser				Unreimbursed Expense Payments				Reimbursement Eligibility Expiration
March 31, 2024			232				-				232			March 31, 2027
June 30, 2024			832				-				832			June 30, 2027
September 30, 2024			572				-				572			September 30, 2027
December 31, 2024			949				-				949			December 31, 2027
March 31, 2025			353				-				353			March 31, 2028
June 30, 2025			280				-				280			June 30, 2028
September 30, 2025			680				-				680			September 30, 2028
December 31, 2025			2,424				-				2,424			December 31, 2028
Total		$	6,322			$	-			$	6,322

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:

		As of December 31, 2025												As of December 31, 2024
		Cost				Fair Value				% of Total Investments at Fair Value				Cost				Fair Value				% of Total Investments at Fair Value
First Lien Secured Debt		$	1,219,955			$	1,217,362				93	%		$	438,194			$	439,367				93	%
Second Lien Secured Debt			29,951				30,070				2				-				-				-
Investments in Equity			890				890				-	(a)			-				-				-
Investments in Joint Venture			61,592				61,606				5				33,224				33,221				7
Total Investments at Fair value		$	1,312,388			$	1,309,928				100	%		$	471,418			$	472,588				100	%

^(a)Amount is less than 1%

Our debt portfolio displayed the following characteristics of each of our investments:

		December 31, 2025				December 31, 2024
Number of portfolio companies			45				22
Percentage of performing debt bearing a floating rate			100%				100%
Percentage of performing debt bearing a fixed rate			0%				0%
Percentage of our total portfolio on non-accrual			0%				0%

The following table presents information concerning portfolio companies to which the Company has made loans:

Portfolio Company Metrics(1):
Median 12-month EBITDA:		$76 million
Weighted average net leverage:		4.7x(2)(3)
Weighted average loan to value:		42%(2)(4)
Weighted average interest coverage:		2.2x(2)(5)
Weighted average yield on debt investments, at cost:		9.3%(6)

(1)	Amounts were derived from the most recently available financial statements provided by portfolio companies which have not been independently verified by us and may reflect a normalized or adjusted amount. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
(2)	Weighted average metrics are calculated as a percentage of funded par value of debt investments.
(3)	Net leverage is the ratio of total senior debt minus cash divided by EBITDA and taking into account leverage through the tranche to which the Company is a lender.
(4)	Calculated using total senior debt minus cash divided by total enterprise value estimated by the private equity sponsor or market comparables.
(5)	Interest coverage for a particular portfolio company is calculated by taking EBITDA and dividing by annualized latest reported interest expense.
(6)	Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, plus the annual unused fees, as applicable on debt securities divided by (b) total debt investments at par value included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

Investment Activity

Our investment activity is presented below:

		For the Year Ended December 31, 2025				For the period from February 23, 2024 (commencement of operations) to December 31, 2024
Investment Activity
Investments, beginning of period		$	472,588			$	-
New investments purchased			1,033,137				586,390
Investments sold or repaid			(195,696)				(115,560	)
Net accretion of discount on investments			3,511				312
Net realized gain (loss) on investments			18				276
Net change in unrealized appreciation/(depreciation)			(3,630	)			1,170
Investments, end of period		$	1,309,928			$	472,588
Portfolio Companies
Portfolio companies, beginning of period			22				-
Number of new investment commitments in portfolio companies			30				25
Number of investment commitments exited or fully repaid			7				3
Number of portfolio companies at period end			45				22
Count of investments			46				23
Count of industries			22				15

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

		For the Year Ended December 31, 2025				For the period from February 23, 2024 (commencement of operations) to December 31, 2024
Total investment income		$	83,980			$	23,634
Less: Net expenses			42,785				12,854
Net investment income before taxes			41,195				10,780
Net investment income after taxes			41,195				10,780
Net change in unrealized appreciation (depreciation)			(3,822	)			1,170
Net realized gain (loss)			18				276
Net increase (decrease) in net assets resulting from operations		$	37,391			$	12,226

Investment Income

Increase in investment income for the year ended December 31, 2025 was driven by deployment of capital, interest income from our investments, and change in invested balance. The composition of our investment income for the year ended December 31, 2025 and for the period from February 23, 2024 (commencement of operations) to December 31, 2024 was as follows (dollars in thousands):

		For the Year Ended December 31, 2025				For the period from February 23, 2024 (commencement of operations) to December 31, 2024
Investment income:
Non-controlled/non-affiliated investments:
Interest income		$	75,575			$	22,719
Fee income			2,499				637
Controlled/affiliated investments:
Dividend income			5,906				278
Total Investment Income		$	83,980			$	23,634

Expenses

Expenses were as follows:

		For the Year Ended December 31, 2025				For the period from February 23, 2024 (commencement of operations) to December 31, 2024
Expenses:
Interest expense		$	31,055			$	12,139
Income incentive fees			5,880				713
Professional fees			4,673				1,432
Management fees			3,582				422
Other general & administrative			579				246
Organizational costs			-				705
Administration fees			895				106
Amortization of offering costs			62				62
Capital gains incentive fees			(34	)			36
Total expenses		$	46,692			$	15,861
Expense reimbursement			(3,737	)			(2,585	)
Management fees waived			(170	)			(422	)
Net expenses		$	42,785			$	12,854

Total expenses before expense support as of December 31, 2025, consisted primarily of interest and debt financing expenses incurred in connection with our borrowings, accounting and reporting fees, and legal. We anticipate expenses to continue to grow consistent with capital deployment and borrowings over time.

Interest and Other Financing Expenses

Interest expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs for the year ended December 31, 2025 and for the period from February 23, 2024 (commencement of operations) to December 31, 2024, were $31,055 and $12,139, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the year ended December 31, 2025 and for the period from February 23, 2024 (commencement of operations) to December 31, 2024 was 6.22% and 7.52%, respectively. For the year ended December 31, 2025, interest and other debt expenses increased, primarily driven by the increase in the size of our portfolio and corresponding increase in our debt facility usage.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments

Net realized gain (loss) and unrealized gain (loss) on investments were as follows:

		For the Year Ended December 31, 2025				For the period from February 23, 2024 (commencement of operations) to December 31, 2024
Net realized and unrealized gain (loss)
Net realized gain (loss):
Non-controlled/non-affiliated investments		$	18			$	276
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments			(3,839	)			1,173
Controlled/affiliated investments			17				(3	)
Net realized and unrealized gain (loss)		$	(3,804	)		$	1,446

For the year ended December 31, 2025 and for the period from February 23, 2024 (commencement of operations) to December 31, 2024, net change in unrealized appreciation/(depreciation) on our investments was ($3,822) and $1,170, respectively, which was primarily the result of the changes in spreads in the primary and secondary markets.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our common shares (the "Common Shares"), net borrowings from our credit facilities and unsecured debt, and cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Common Shares.

Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our share repurchase program and payment of cash distributions to our shareholders. Details of our credit facilities are described in "Note 5 - Debt" to the Consolidated Financial Statements. The average debt-to-equity leverage ratio during the period 9/30/2025-12/31/2025 was approximately 1.26x. We may also, from time to time, enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Unregistered Sales of Equity Securities

The following table summarizes the total Common Shares issued and proceeds received from the closings of the Company's continuous private offerings that occurred for the year ended December 31, 2025:

Date		Shares Issued				Proceeds Received
February 3, 2025			1,782,884			$	45,000
March 3, 2025			849,604				21,410
April 1, 2025			513,669				12,965
May 1, 2025			800,756				20,131
June 2, 2025			1,204,565				30,282
July 1, 2025			2,073,082				52,138
August 1, 2025			602,622				15,168
September 2, 2025			674,414				16,976
October 1, 2025			1,345,224				33,940
November 3, 2025			686,881				17,330
December 1, 2025			2,303,214				58,041
Total			12,836,915			$	323,381

The following table summarizes the total net proceeds received from capital contributions/Common Shares sold for the period from February 23, 2024 (commencement of operations) to December 31, 2024:

Date		Net Proceeds Received
February 23, 2024		$	17,000
March 4, 2024			(1,968	)
March 25, 2024			10,610
May 21, 2024			46,200
June 27, 2024			8,158
August 16, 2024			17,886
August 29, 2024			15,375
September 27, 2024			13,750
October 3, 2024			16,000
October 31, 2024			28,250
November 29, 2024			31,130
Total		$	202,391

The following table summarizes the Company's distributions declared and payable for the year ended December 31, 2025:

Date Declared		Record Date		Payment Date		Per Share				Total Amount
January 29, 2025		January 29, 2025		February 25, 2025		$	0.25			$	2,017
February 26, 2025		February 26, 2025		March 27, 2025			0.24				2,365
March 27, 2025		March 27, 2025		April 28, 2025			0.24				2,569
April 24, 2025		April 30, 2025		May 27, 2025			0.24				2,692
May 22, 2025		May 30, 2025		June 27, 2025			0.24				2,885
June 24, 2025		June 30, 2025		July 28, 2025			0.23				3,044
July 24, 2025		July 31, 2025		August 27, 2025			0.23				3,524
August 25, 2025		August 31, 2025		September 26, 2025			0.23				3,665
September 22, 2025		September 30, 2025		October 28, 2025			0.22				3,658
October 22, 2025		October 31, 2025		November 26, 2025			0.22				3,957
November 21, 2025		November 30, 2025		December 23, 2025			0.22				4,113
December 19, 2025		December 31, 2025		January 28, 2026			0.22				4,625
Total										$	39,114

The following table summarizes the Company's distributions declared and payable for the period from February 23, 2024 (commencement of operations) to December 31, 2024:

Date Declared

Record Date

Payment Date

Per Share

Total Amount

June 30, 2024

June 30, 2024

July 24, 2024

N/A

(1)

$

1,935

September 30, 2024

September 30, 2024

September 30, 2024

N/A

(1)

3,574

December 26, 2024

December 26, 2024

December 26, 2024

0.69

5,569

Total Distributions

$

11,078

(1)	Prior to the Conversion Date, the Company had no shares outstanding.

Dividend Reinvestment Plan

Shareholders of Common Shares, whose Common Shares are registered with State Street Bank and Trust Company (the "Agent"), will automatically be enrolled (the "Participants") in the Company's Dividend Reinvestment Plan (the "DRIP"). The Company will declare its income dividends or capital gains or other distributions ("Distributions") payable in Common Shares, or, at the option of shareholders, in cash. Therefore, each Participant will have all Distributions, net of any applicable U.S. withholding taxes, on his or her Common Shares automatically reinvested (net of applicable withholding tax) in additional Shares, unless such Participant elects to receive such Distributions in cash by contacting the Agent. An election to receive cash may be revoked or reinstated at the election of the shareholder. On the payment date for a Distribution, the Agent shall receive newly issued Common Shares ("Additional Shares"), including fractions, from the Company for each Participant's account. The number of Additional Common Shares to be credited shall be determined by dividing the dollar amount of the Distribution by the net asset value per Share on the payment date. The net asset value per Share on a particular date shall be the amount calculated on that date (or if not calculated on such date, the amount most recently calculated) by or on behalf of the Company in accordance with the Company's current private placement memorandum. It is contemplated that the Company will pay dividends at least quarterly. If, for any reason beyond the control of the Agent, reinvestment of the Distributions cannot be completed within thirty (30) days after the applicable payment date for such Distribution, funds held by the Agent on behalf of a Participant will be distributed to that Participant.

The following table summarizes the amounts received and Common Shares issued to shareholders who have participated in the DRIP for the year ended December 31, 2025:

		Payment Date				DRIP Shares Issued				Amount per share				DRIP Shares Value
April 28, 2025							343			$	25.24			$	9
May 27, 2025							1,195				25.14				30
June 27, 2025							8,726				25.14				219
July 28, 2025							13,997				25.15				352
August 27, 2025							14,065				25.17				354
September 26, 2025							16,068				25.17				404
October 28, 2025							16,487				25.23				416
November 26, 2025							19,939				25.23				503
December 23, 2025							22,343				25.20				563
							113,163							$	2,850

Share Repurchase Program

The Company commenced a share repurchase program in which it intends to repurchase up to 5% of the Common Shares outstanding as of the close of the previous calendar quarter, at the discretion of the Board. The Board may amend, suspend or terminate the share repurchase program if in its reasonable judgment it deems such action to be in the Company's best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and its shareholders on a quarterly basis. However, the Board is not required to authorize the recommencement of the share repurchase program within any specified period of time. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

On August 1, 2025, under the Company's share repurchase program, the Company made a tender offer to purchase up to 600,977.8516 Common Shares, which represents approximately 5% of the Company's outstanding shares as of May 31, 2025. The tender offer was for cash at a price equal to the net asset value per share as of September 30, 2025. The offer expired at 11:59 P.M., Eastern Time, on August 29, 2025. No shares were validly tendered prior to the expiration of the offer.

On October 29, 2025, under the Company's share repurchase program, the Company made a tender offer to purchase up to 796,830.71 Common Shares, which represents approximately 5% of the Company's outstanding shares as of August 31, 2025. The tender offer was for cash at a price equal to the net asset value per share as of December 31, 2025. The offer expired at 11:59 P.M., Eastern Time, on November 28, 2025. No shares were validly tendered prior to the expiration of the offer.

Debt

The Company's outstanding debt obligations were as follows:

		As of December 31, 2025
		Aggregate Principal Committed				Outstanding Principal				Less Unamortized Deferred Financing Cost				Carrying Value per Consolidated Statement of Assets and Liabilities
SMBC Revolving Credit Facility		$	325,000			$	226,248	(1)		$	2,879			$	223,369
BofA ABL Credit Facility			450,000				406,300				2,298				404,002
RBC ABL Credit Facility			300,000				170,402	(2)			723				169,679
Total		$	1,075,000			$	802,950			$	5,900			$	797,050

(1)	Net of ($71) in unrealized depreciation related to foreign currency translations
(2)	Net of ($123) in unrealized depreciation related to foreign currency translations

		As of December 31, 2024
		Aggregate Principal Committed				Outstanding Principal				Less Unamortized Deferred Financing Cost				Carrying Value per Consolidated Statement of Assets and Liabilities
BofA ABL Credit Facility		$	300,000			$	235,882			$	309			$	235,573
SMBC Revolving Credit Facility			300,000				150,000				3,343				146,657
Total		$	600,000			$	385,882			$	3,652			$	382,230

For further details, see "Note 5 - Debt" to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

RECENT DEVELOPMENTS

Refer to Item 8. Consolidated Financial Statements "Note 10 - Subsequent Events" to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities. We will engage in certain transactions that may receive off-balance sheet accounting treatment, including joint venture transactions. On April 23, 2024, we entered into a limited liability company agreement with Stifel Bank & Trust ("Stifel") to establish a joint venture to make certain loans consisting of primarily middle market club loans and direct lending loans to U.S. issuers. The joint venture is called SBLA Private Credit LLC ("SBLA JV"). All portfolio decisions and generally all other decisions in respect of SBLA JV must be approved by the board of SBLA JV consisting of representatives of the Company and Stifel (generally with approval from a representative of each required). We and Stifel have equal voting rights with respect to the joint venture. The Company does not consolidate the SBLA JV. We may enter into additional joint venture agreements in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the 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 should be read in connection with our risk factors described in "Item 1A. Risk Factors." See "Item 8. Consolidated Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note 2. Significant Accounting Policies" of our Annual Report on Form 10-K for the year ended December 31, 2025.

Valuation of Portfolio investments

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with Rule 2a-5 under the 1940 Act and FASB ASC 820, Fair Value Measurement ("ASC 820"), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

We expect to determine our NAV for our Common Shares each month as of the last day of each calendar month. The NAV per share of our Common Shares is determined by dividing the value of total assets minus liabilities by the total number of Common Shares outstanding at the date as of which the determination is made.

The Company values its investments, upon which its NAV is based, in accordance with ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value and prescribes disclosure requirements for fair value measurements.

Pursuant to Rule 2a-5, the Board has designated the Adviser as the valuation designee responsible for valuing all of the Company's investments, including making fair valuation determinations as needed. The Adviser has established a fair value committee (the "Fair Value Committee") to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value Committee and the performance of functions required to determine the fair value of a fund's investments in good faith.

These functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing and evaluating pricing services used.

In accordance with the Adviser's policies and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment. Investments that are not publicly traded or whose current market prices or quotations are not readily available, as will be the case for a substantial portion of the Company's investments, are valued at fair value as determined by the Adviser in good faith pursuant to the Adviser's Board-approved policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. In determining fair value of the Company's loan investments, the types of factors that the Fair Value Committee may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business and other relevant factors.

The Company has engaged an independent valuation firm to prepare month-end valuation recommendations for which market quotations are not readily available as of the last calendar day of each month. The independent valuation firm undertakes a full analysis of the investments and provides estimated fair values for such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations. The Adviser's Fair Value Committee reviews and approves each valuation recommendation and confirms it has been calculated in accordance with the Board-approved policies and procedures. The Fair Value Committee manages the Company's fair valuation practices and maintains the fair valuation policies and procedures. The Adviser reports to the Board information regarding the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Company investments, at any time.

Valuation techniques used to value the Company's investments by major category are as follows:

•

Equity securities and other investments, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) as reported by a third-party pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used.

•

Debt securities that are publicly traded, including restricted securities, are valued based on evaluated prices received from third party pricing services or from brokers who make markets in such securities. Preferred securities are valued by pricing services who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing services.

•

Investments in open-end investment companies are valued at their closing NAV.

•

Investments, including private placements, for which observable inputs are not available are generally valued using one or more valuation methods including the market approach, the income approach and cost approach. The market approach considers factors including the price of recent investments in the same or a similar security or financial metrics of comparable securities. The income approach considers factors including expected future cash flows, security specific risks and corresponding discount rates. The cost approach considers factors including the value of the security's underlying assets and liabilities.

CONTRACTUAL OBLIGATIONS

We have entered into the Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. Payments for investment advisory services under the Advisory Agreements and payment for administration services under the Administration Agreement are described in "Item 1. Business - Management Agreements."

We currently have one facility, and each of our wholly-owned subsidiaries, PCF Financing LLC and PCF Financing 2 LLC, has a credit facility. We or our wholly-owned subsidiaries may establish more credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over SOFR (or other applicable reference rate). We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with affirmative or negative covenants that could have an effect on our operations.

RELATED PARTY TRANSACTIONS

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

	•	the Advisory Agreement
	•	the Administration Agreement; and
	•	the Expense Support Agreement

In addition to the aforementioned agreements, the SEC has granted an exemptive order (the "Order") that permits the Adviser, among other things, to co-invest our assets with the assets of certain other persons in negotiated transactions, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates. Co-investment under the Order is subject to certain conditions therein, including the condition that, in the case of each co-investment transaction, the Board of Trustees determines that it would be in the Company's best interest to participate in the transaction. Neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.

See Item 8. Consolidated Financial Statements "Note 3 - Related Party Transactions" to the consolidated financial statements for information on the Company's related party transactions.