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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this section should be read in conjunction with "Item 8. Consolidated Financial Statements and Supplementary Data". This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Vista Credit Strategic Lending Corp. and involves numerous risks and uncertainties, including, but not limited to, those described in "Item 1A. Risk Factors". This discussion also should be read in conjunction with the section titled "Forward-Looking Statements" appearing elsewhere 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 March 15, 2022 as a corporation under the laws of the State of Maryland. We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of Code for U.S. federal income tax purposes. As a BDC, we are required to comply with various regulatory requirements, such as the requirement to invest at least 70% of our assets in "qualifying" assets, source of income limitations, asset diversification requirements and the requirement to distribute annually at least 90% of our taxable income and tax-exempt interest.

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

We invest in "middle-market companies," which we define to generally mean companies with EBITDA of less than $250 million annually, and/or annual revenue of $25 million to $2.5 billion at the time of investment, in the enterprise software, data and technology-enabled business sectors, which focus on designing and implementing software solutions specifically to meet the needs of large, complex organizations. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when we believe that there are dislocations in the capital markets such that assets are mispriced on an absolute or relative basis, including the high yield and syndicated loan markets. We generally invest in companies with a low loan-to-value ratio, which we consider to be 50% or below. The loan-to-value ratio measures the relationship between our investment and the enterprise value of the related borrower/issuer (i.e., the aggregate assets securing the investment). The enterprise value of our borrowers typically ranges from $500 million to over $5 billion. Our target credit investments typically have maturities between three and seven years with an average duration between three and five years and generally range in size between $10 million and $75 million. The investment size varies based on numerous factors, including the size of our capital base.

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

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

On September 8, 2023 and September 22, 2023, we held our initial closings and entered into subscription agreements with investors providing for the private placement of our shares of Common Stock. As of December 31, 2025, we had received capital commitments totaling $1,178.8 million. As of December 31, 2025, we have issued 47,957,156.260 shares of our Common Stock, for gross proceeds of $944.4 million.

Total capital commitments as of December 31, 2025, include a $50.0 million capital commitment from VHG Capital, L.P., an entity affiliated with us and the Adviser. As of December 31, 2025, VHG Capital, L.P. had purchased 1,280,585.548 shares of Common Stock for a total purchase price of $25.2 million.

Investments

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

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

Revenues

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

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

Dividend income on preferred equity is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. To the extent a preferred equity contains PIK provisions, PIK dividends, computed at the contractual rates, are accrued and recorded as dividend income and added to the principal balance of the preferred equity. PIK dividends added to the principal balance are generally collected upon redemption of the equity.

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

Expenses

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

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

Allocation of Income, Expenses, Gains and Losses

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

Distributions

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

Portfolio and Investment Activity

Portfolio Composition

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

As of December 31, 2025 and 2024, our portfolio by investment strategy at fair value was comprised
of the following:

Below is a summary of certain characteristics of our investment portfolio as of December 31, 2025 and 2024. These calculations include all debt investments, as applicable, for which fair value is determined by the Adviser, in conjunction with third-party valuation firms, and excludes non-accrual assets. Amounts are weighted based on fair market value of each respective investment. Portfolio company information utilized in certain calculations was derived from the most recently available portfolio company financial statements, which has not been independently reviewed by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information. Revenues, EBITDA, gross margins, and EBITDA margins reported by our portfolio companies and used in the calculations below are generally for the trailing twelve-month period.

Our investment activity for the years ended December 31, 2025 and 2024 is presented below (information presented herein is at amortized cost unless otherwise indicated):

The industry compositions of the portfolio at amortized cost and fair value as of December 31, 2025 and 2024 were as follows:

As of December 31, 2025 and 2024 investments consisted of the following:

The weighted average investment income yields(1)for the years ended December 31, 2025 and 2024 for our first-lien debt, based on the amortized cost and fair value were as follows:

As of December 31, 2025 and 2024, all of our first-lien debt investments were performing and current on their interest payments. See the Schedule of Investments as of December 31, 2025 and 2024 in our consolidated financial statements in Part II, Item 8, of this Annual Report on Form 10-K for more information on our investments, including a list of companies and type and amount of investments.

As part of the monitoring process, our Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our debt investments and rates each of them based on the following categories, which we refer to as "Internal Risk Ratings." Pursuant to these risk policies, an Internal Risk Rating of 1 to 4, which ratings are defined below, is assigned to each debt investment in our portfolio. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage.

Internal Risk Ratings Definitions

Our Adviser monitors and, when appropriate, changes the risk ratings assigned to each debt investment in our portfolio. Our Adviser reviews our investment ratings in connection with our regular valuation process. The below table summarizes the Internal Risk Ratings assigned as of December 31, 2025 and 2024.

As of December 31, 2025 and 2024, the weighted average Internal Risk Rating of our investment portfolio was 1.99 and 1.93, respectively.

Consolidated Results of Operations

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

Investment Income

Investment income for the years ended December 31, 2025 and 2024 was as follows:

Interest income on our debt investments is dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan's credit agreement. As of December 31, 2025 and 2024, there were no debt investments on non-accrual status.

Total investment income increased from $29.9 million for the year ended December 31, 2024 to $92.1 million for the year ended December 31, 2025 due to the increase in our investment portfolio from $506.6 million at December 31, 2024 to $1.5 billion as of December 31, 2025. Our weighted average investment income yield on total investments at fair value was 10.5% for the year ended December 31, 2025, as compared to 11.0% for the year ended December 31, 2024. The decrease in the weighted average yield on total investments was primarily due to a decline in the underlying benchmark interest rate that is utilized to set the interest rate on our variable rate loans.

Net investment income after giving effect to any expense support and waivers of expenses for the years ended December 31, 2025 and 2024 was as follows:

Waivers and reimbursements of expenses for the year ended December 31, 2025 are due to voluntarily waived costs and expenses of $0.2 million due to the Adviser under the Administration Agreement and $0.6 million of costs reimbursed by the Adviser pursuant to the Expense Support Agreement. Waivers and reimbursement of expenses for the year ended December 31, 2024 are due to voluntarily waived costs and expenses of $0.4 million due to the Adviser under the Administration Agreement and $1.0 million of costs reimbursed by the Adviser pursuant to the Expense Support Agreement. See Note 5 - Related-Party Transactions, to the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K for more information on the expense waivers and reimbursement of expenses.

Expenses

Expenses for the years ended December 31, 2025 and 2024 were as follows:

Interest expense and credit facility fees represents interest and fees incurred under the credit facilities described below. Total interest expense increased from $12.4 million for the year ended December 31, 2024 to $31.2 million for the year ended December 31, 2025 due to the significant increase in our total borrowings outstanding over this twelve month period from $227.2 million at December 31, 2024 to $544.8 million at December 31, 2025. For more information about our outstanding borrowings, including the terms thereof, see Note 6. Borrowings in the notes to our consolidated financial statements and in the Liquidity and Capital Resources section below.

Management fees increased as a result of an increase in average gross assets for the year ended December 31, 2024 to the year ended December 31, 2025. Incentive fees increased as a result of an increase in pre-incentive fee net investment income for the year ended December 31, 2024 to the year ended December 31, 2025.

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

Waivers and reimbursements of expenses include expenses the Adviser has voluntarily agreed to waive pursuant to the Administration Agreement and expenses reimbursed by the Adviser pursuant to the Expense Support Agreement. Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. Beginning with the three months ended September 30, 2024, the Adviser agreed to voluntarily waive costs and expenses reimbursable by the Company to the Adviser under the Administration Agreement to the extent such costs and expenses exceed an amount equal to 15 basis points (annualized) of the weighted average fair value of the Company's total investments for such period. For the year ended

December 31, 2025, the Adviser agreed to waive $212 thousand in administrative service fees under the Administration Agreement. For the year ended December 31, 2024, the Adviser agreed to waive $394 thousand in administrative service fees under the Administration Agreement. The waived amount continues to decline on a quarterly basis due to the continued growth in the investment portfolio.

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

The following table presents a summary of the Expense Payments and reimbursements of Expense Payments as of December 31, 2025 and 2024:

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

Net realized gain (loss) and net change in unrealized appreciation (depreciation) for the years ended December 31, 2025 and 2024 were as follows:

During the year ended December 31, 2025, we recorded a net realized loss of $(2) thousand primarily from the sale of nine liquid investments. During the year ended December 31, 2024, there was no realized gain or loss recorded. During the years ended December 31, 2025 and 2024, we recorded unrealized appreciation on 84 and 48 investments totaling approximately $12.7 million and $2.3 million, respectively, and unrealized depreciation on 56 and 24 investments totaling approximately $(7.1) million and $(67) thousand, respectively.

Income Taxes, Including Excise Taxes

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

If we fail to distribute in a timely manner an amount at least equal to the sum of (1) 98% of our ordinary income for the calendar year, (2) 98.2% of our capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding year (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years (together, the "Excise Tax Distribution Requirements"), we will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements. We intend to address these and other issues to the extent necessary in order to seek to ensure that we distribute sufficient income to avoid any material amount of either U.S. federal income tax or the 4% nondeductible U.S. federal excise tax. Although we generally

intend to operate so as to meet the Excise Tax Distribution Requirements, no assurances can be provided in this regard and we may be required to pay the excise tax on a portion of our income.

We did not incur an excise tax for the year ended December 31, 2025 and we incurred an estimated excise tax of $8,000 for the year ended December 31, 2024, which is included in Other General and Administrative Expenses in the Consolidated Statement of Operations.

Liquidity and Capital Resources

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

As of December 31, 2025 and December 31, 2024, we had $42.9 million and $33.3 million, respectively, in cash, cash equivalents and restricted cash. During the year ended December 31, 2025, our cash, cash equivalents and restricted cash balance increased by $16.3 million. During that period, $930.2 million was used in operating activities, primarily due to investment purchases of $1,060.6 million, partially offset by $85.0 million in repayments of investments in portfolio companies. During the same period, $946.5 million was provided by financing activities, consisting primarily of proceeds from issuances of shares of Common Stock of $672.2 million and net proceeds from borrowings of $317.7 million.

We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to the Common Stock if our asset coverage, as defined in the 1940 Act, would be at least equal to 200% immediately after each such issuance. However, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. On June 16, 2023, our stockholders approved a proposal that allows us to reduce our asset coverage ratio to 150%, which proposal was effective as of June 17, 2023. This means that generally, we can borrow up to $2 for every $1 of investor equity. Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness. As of December 31, 2025, asset coverage was 273.8%, and the asset coverage per unit was $2,738.

Borrowings

SMBC Credit Facility

On November 14, 2023, we entered into a revolving credit facility (as amended, the "SMBC Credit Facility") with Sumitomo Mitsui Banking Corporation ("SMBC"). Effective October 4, 2024, we decreased the maximum borrowing capacity under the SMBC Credit Facility from $200.0 million to $100.0 million. On November 14, 2025, the Company repaid and terminated the SMBC Credit Facility. Following termination, the Company has no remaining obligations, commitments, covenants, or guarantees under the SMBC Credit Facility.

DB Credit Facility

On June 26, 2024 (the "Effective Date") we entered into a loan financing and servicing agreement (as amended, the "DB Credit Facility") with Deutsche Bank AG through our wholly owned and consolidated subsidiary, VCSL Funding 1 LLC ("VCSL Funding 1"). As of December 31, 2025 and December 31, 2024, the maximum commitment was $450.0 million and $275.0 million, respectively. The period during which VCSL Funding 1 may request drawdowns under the DB Credit Facility (the "Revolving Period") commenced on the Effective Date and will continue through June 26, 2027 unless there is an earlier termination or event of default. The DB Credit Facility will mature on the earliest of (i) two years from the last day of the Revolving Period, (ii) the date on which the Company ceases to exist or (iii) the occurrence of an event of default.

On April 7, 2025, we amended the DB Credit Facility to provide that borrowings under the DB Credit Facility will bear interest at a floating rate equal to the base rate plus (i) 2.15% per annum (reduced from 2.40% per annum) during the Revolving

Period, and (ii) 2.30% per annum (reduced from 2.90% per annum) following expiration of the Revolving Period for the remaining term of the DB Credit Facility. The base rate under the DB Credit Facility is three-month SOFR. A facility agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day.

On July 18, 2025, we amendedthe DB Credit Facility to increase the maximum commitment under the DB Credit Facility from $350.0 million to $450.0 million and to allow us to further increase the maximum commitmentto $500.0 million, subject to satisfaction of customary conditions precedent. As of December 31, 2025, the $50.0 million increase was set to expire on January 18, 2026 but was subsequently extended to April 18, 2026.

The DB Credit Facility is secured by all of the assets held by VCSL Funding 1. VCSL Funding 1 has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. Our borrowings, including those under the DB Credit Facility, are subject to the leverage restrictions contained in the 1940 Act. As of December 31, 2025 and December 31, 2024, we were in compliance in all material respects with the terms of the DB Credit Facility.

ING Credit Facility

On September 5, 2025, we entered into a senior secured revolving credit agreement (the "ING Credit Facility") by and among the Company, as Borrower, ING Capital LLC, as Administrative Agent, Sole Bookrunner and Arranger, and the other lenders and issuing banks from time to time party thereto.

The ING Credit Facility provides for a revolving credit facility in an initial amount of up to $150.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the ING Credit Facility may be increased to $500.0 million if we exercise the uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The commitment under the ING Credit Facility will terminate on September 5, 2029 and the facility will mature on September 5, 2030.

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

2025 Notes

On October 2, 2025, we entered into a Master Note Purchase Agreement (the "Note Purchase Agreement") governing the issuance of $200.0 million in aggregate principal amount of its: (i) 5.85% Series 2025 Senior Notes, Tranche A, due October 2, 2028, in the aggregate principal amount of $62.5 million (the "Tranche A Notes"), (ii) 6.22% Series 2025 Senior Notes, Tranche B, due October 2, 2030, in the aggregate principal amount of $37.5 million (the "Tranche B Notes"), (iii) 5.85% Series 2025 Senior Notes, Tranche C, due October 2, 2028, in the aggregate principal amount of $62.5 million (the "Tranche C Notes") and (iv) 6.22% Series 2025 Senior Notes, Tranche D, due October 2, 2030, in the aggregate principal amount of $37.5 million (the "Tranche D Notes" and, together with the Tranche A Notes, the Tranche B Notes and the Tranche C Notes, the "2025 Notes") to institutional investors in a private placement. Interest on the 2025 Notes will be due semiannually. The interest rates applicable to the 2025 Notes are subject to increase (up to a maximum increase of 2.00% above the stated rate for each of the 2025 Notes) in the event that, subject to certain exceptions, the 2025 Notes cease to have an investment grade rating and our secured debt ratio exceeds certain thresholds. In addition, we are obligated to offer to repay the 2025 Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest if certain change in control events occur. The Notes are general unsecured obligations that rank pari passu with all outstanding and future unsecured, unsubordinated indebtedness issued by us.

The closing of the Tranche A Notes and Tranche B Notes occurred on October 2, 2025. The closing of the Tranche C Notes and the Tranche D Notes occurred on December 1, 2025.

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

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

Our debt obligations consisted of the following as of December 31, 2025 and 2024:

For more information on our debt obligations, see Note 6. Borrowings, to the consolidated financial statements in Part II, Item 8, of this Annual Report on Form 10-K.

Equity

As of December 31, 2025, we had $241.1 million of uncalled capital commitments from Stockholders, including $16.6 million from entities affiliated with or related to our Adviser.

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

Subscriptions and Drawdowns

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

Total shares issued as of December 31, 2025 were 47,925,459.905. The following table summarizes activity in the number of shares issued (excluding shares issued via our dividend reinvestment plan) during the year ended December 31, 2025:

Dividends and Distributions

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

We have adopted a dividend reinvestment plan under which Stockholders will automatically receive dividends and other distributions in cash unless they elect to have their dividends and other distributions reinvested in additional shares. As a result of the foregoing, if our Board authorizes, and we declare a cash dividend or distribution, stockholders that have "opted in" to our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares rather than receiving cash.

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

The following table reflects the shares issued pursuant to the distribution reinvestment plan during the year ended December 31, 2025:

Share Repurchases

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

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

The following table presents share repurchases completed under the share repurchase program during the year ended December 31, 2025. There were no share repurchases in 2024.

Contractual Obligations

We have entered into an Investment Advisory Agreement with the Adviser pursuant to the 1940 Act to provide us with investment advisory services, and an Administration Agreement with the Administrator to provide us with administrative services. For more information about payments for services provided under these agreements, see "Item 1. Consolidated Financial Statements-Notes to Consolidated Financial Statements-Note 5. Related-Party Transactions."

The following table shows the contractual maturities of our debt obligations as of December 31, 2025:

Off-Balance Sheet Arrangements

In the ordinary course of our business, we enter into contracts or agreements that contain indemnification provisions or warranties. Future events could occur that lead to the execution of these provisions against us. We believe that the likelihood of such an event is remote; however, the maximum potential exposure is unknown. No accrual has been made in the consolidated financial statements as of December 31, 2025 or December 31, 2024, for any such exposure.

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

We had the following unfunded commitments to fund delayed draw, revolving senior secured loans, and other equity as of December 31, 2025 and 2024:

Related-Party Transactions

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

In addition to the aforementioned agreements, we rely on exemptive relief that has been granted to us and certain of its affiliates to permit us to co-invest with other funds managed by the Adviser or certain affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See "Item 8. Notes to Consolidated Financial Statements - Note 5. Related-Party Transactions" for further details.

Finally, the Adviser sponsored a program whereby investors who purchased shares of Common Stock from the Company between November 4, 2024 and December 31, 2025 were granted additional shares of Common Stock. Based on purchases of shares of Common Stock during that time period, investors received 557,525.581 shares on August 1, 2025 and 1,099,405.491 shares on February 2, 2026. Shares were transferred from VHG Capital, L.P., an affiliate of the Adviser. See Note 5. Related Party Transactions, to the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K.

Critical Accounting Policies

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

Fair Value Measurements

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

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

In addition to using the above inputs in investment valuations, the Adviser will apply a valuation policy approved by our Board of Directors that is consistent with ASC 820. Consistent with the valuation policy, we will evaluate the source of the inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are

trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we will subject those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we, or the independent valuation firm(s), will review pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize amounts that are different from the amounts presented and such differences could be material.

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

Revenue Recognition

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

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

Investment Transactions

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

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

Income Taxes

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

If we fail to comply with the Excise Tax Distribution Requirements, we will be liable for a 4% nondeductible excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any net ordinary income or capital gain net income retained by us that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed

by year end (or earlier if estimated taxes are paid). We currently intend to make sufficient distributions each taxable year to satisfy the Excise Tax Distribution Requirements. Although we generally intend to operate so as to meet the Excise Tax Avoidance Requirement, no assurances can be provided in this regard and we may be required to pay the excise tax on a portion of our income.

Recent Developments

As of January 2, 2026, we sold 1,143,056.311 shares Common Stock with the final number of shares determined on January 23, 2026. The sale of shares was pursuant to $22.6 million of subscription agreements entered into by us and our investors.

On January 18, 2026, the $100.0 million temporary commitment increase under the DB Credit Facility, which was previously scheduled to expire on January 18, 2026, was extended for an additional three months and will now expire on April 18, 2026.

On January 29, 2026, we redeemed 777,849.792 shares of Class I common stock, par value $0.01 per share, for total proceeds of $15.4 million subject to a tender offer filed with the SEC on December 23, 2025.

On January 30, 2026, we entered into an amendment to the ING Credit Facility. The amendment, among other things, increased the total amount available to be borrowed under the ING Credit Facility from $150.0 million to $200.0 million.

On January 30, 2026, we declared a distribution for our Common Stock of $0.1600 per share, payable on February 10, 2026 to stockholders of record as of January 30, 2026.

As of February 2, 2026, we sold shares of our Common Stock with the final number of shares being determined within 20 business days. The sale of shares was pursuant to $6.5 million of subscription agreements entered into by us and our investors.