Tender Offer Statement (Form SC TO-I)

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form of Schedule and the date of its filing.

Amount Previously Paid:

Filing Parties:

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:

The name of the issuer is TPG Twin Brook Capital Income Fund (the "Fund"). The Fund is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund is organized as a Delaware statutory trust. The principal executive office of the Fund is located at 245 Park Avenue, 26th Floor, New York, New York 10167 and the telephone number is (212) 692-2000.

The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal ("Offer to Purchase" and the tender offer made thereby, the "Offer") are Class I common shares of beneficial interest (the "Class I Shares"), Class D common shares of beneficial interest (the "Class D Shares") and Class S common shares of beneficial interest (the "Class S Shares" and together with Class I Shares and Class D Shares, the "Shares") or portions thereof. As of the close of business on December 31, 2025, there were 83,536,233 Class I Shares outstanding, 11,005,998 Class S Shares outstanding and 116,955 Class D Shares outstanding. Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 4,732,959 Shares that are tendered by holders of the Shares ("Shareholders") and not withdrawn as described in the Offer to Purchase (the "Offer Amount"). The Shares subject to the Offer represent approximately 5% of the Fund's Shares outstanding as of December 31, 2025.

Shares are not traded in any market.

The Fund is tendering for its own Shares. The information required by this Item is set forth in Item 2(a) above. AGTB Fund Manager, LLC (the "Adviser") serves as the investment manager for the Fund. The Adviser is located at 245 Park Avenue, 26th Floor, New York, New York 10167 and its telephone number is (212) 692-2000. The members of the Fund's Board of Trustees (the "Board") are Trevor Clark, James E. Bowers, James N. Hallene and Lance A. Ludwick (each, a "Trustee"). The Chief Executive Officer and President is Trevor Clark, the Chief Financial Officer and Treasurer is Terrence Walters, the General Counsel and Secretary is Jenny B. Neslin, and the Chief Compliance Officer is Kristin Swon. The Trustees and the executive officers of the Fund may be reached at the Fund's business address and phone number set forth in Item 2(a) above.

(b)-(c)

Not applicable.

Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 4,732,959 Shares that are tendered by Shareholders by 11:59 p.m., Eastern Time, on March 5, 2026 and not withdrawn as described in Item 4(a)(1)(vi).

The purchase price of a Share (or portion thereof) tendered will be its net asset value as of March 31, 2026 or a later date determined by the Fund if the Offer is extended (in each case, the "Valuation Date"), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 "Offer to Purchase and Price" and Section 6 "Purchases and Payment" of the Offer to Purchase, which are incorporated herein by reference.

Each Shareholder that tenders Shares that are accepted for purchase will be sent a letter (the "Acceptance Letter") notifying the Shareholder that the Fund has received and accepted their tender. Such Shareholder will be issued a non-interest bearing, non-transferable promissory note (the "Note") entitling the Shareholder to receive an amount equal to the value of the Shareholder's Shares accepted for purchase by the Fund determined as of the Valuation Date. The Note will be held for the Shareholder by SS&C Technologies, Inc., the Fund's transfer agent (the "Transfer Agent"). Forms of the Acceptance Letter and the Note are attached hereto as Exhibits (a)(1)(iv) and (a)(1)(v), respectively, and incorporated herein by reference.

The Offer is scheduled to expire on March 5, 2026 unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 "Offer to Purchase and Price" and Section 5 "Withdrawal Rights" of the Offer to Purchase, which are incorporated herein by reference.

Not applicable.

Reference is made to the Cover Page, Summary Term Sheet and Section 7 "Certain Conditions of the Offer" of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 5 "Withdrawal Rights" of the Offer to Purchase, which is incorporated herein by reference.

Reference is made to the Cover Page, Section 4 "Procedure for Tenders" and Section 5 "Withdrawal Rights" of the Offer to Purchase, which are incorporated herein by reference. Note that certain Shareholders may be required to deliver their Letter of Transmittal to their Financial Advisor (instead of directly to SS&C Technologies, Inc.). All Shareholders tendering Shares should carefully review their Letter of Transmittal and follow the delivery instructions therein.

Reference is made to Section 4 "Procedure for Tenders" and Section 6 "Purchases and Payment" of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to the Cover Page, Section 3 "Amount of Tender," and Section 6 "Purchases and Payment" of the Offer to Purchase, which are incorporated herein by reference.

Reference is made to Section 2 "Offer to Purchase and Price," which is incorporated herein by reference.

Not applicable.

Reference is made to Section 10 "Certain Federal Income Tax Consequences" of the Offer to Purchase, which is incorporated herein by reference.

Not applicable.

Any Shares to be purchased from any officer, Trustee or affiliate of the Fund will be on the same terms and conditions as any other purchase of Shares. To the Fund's knowledge, none of the officers, Trustees, or affiliates of the Fund intends to tender Shares in the Offer.

(a)-(d)

Not applicable.

(e)

The Fund's Prospectus dated April 30, 2025, as amended and/or supplemented from time to time (the "Prospectus"), provides that the Board has the discretion to determine whether the Fund will purchase Shares from Shareholders from time to time pursuant to written tenders. The Adviser expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly. However, the Fund is not required to conduct tender offers. The Fund does not know of any other contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not legally enforceable, between the (i) Fund, any of the Fund's executive officers or Trustees, any person controlling the Fund, or any executive officer or director of any corporation ultimately in control of the Fund and (ii) any other person with respect to any securities of the Fund (including any contract, agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).

(a)-(b)

Reference is made to Section 1 "Background and Purpose of the Offer" of the Offer to Purchase, which is incorporated herein by reference.

(c)

Reference is made to Section 8 "Certain Information About the Fund" of the Offer to Purchase, which is incorporated herein by reference. Because Shares are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Fund.

(a)-(b)

Reference is made to Section 6 "Purchases and Payment" of the Offer to Purchase, which is incorporated herein by reference.

(c)

Not applicable.

The Fund expects that the purchase price for Shares acquired pursuant to the Offer to Purchase will be derived from cash on hand (including cash received from investments in the Fund) and/or borrowings.

(a)

Based on the number of Shares outstanding as of December 31, 2025, the following persons own the number of Shares indicated in the below table.

Interested Trustees(1)

Trevor Clark

Independent Trustees(1)

James E. Bowers

James N. Hallene

Lance A. Ludwick

Executive Officers who are not Trustees(1)

Terrence Walters

Jenny B. Neslin

All officers and Trustees as a group (6 persons)

5% Shareholders

AGTB BDC Holdings, L.P.(2)

16,899,570.760

17.9%

Nomura Asset Management Co., Ltd.(3)

6,503,750.000

6.9%

The address for all of the Fund's officers and Trustees is c/o TPG Twin Brook Capital Income Fund, 245 Park Avenue, 26th Floor, New York, New York 10167.

Information obtained solely by reference to the Schedule 13G/A filed with the SEC on December 5, 2025 by Nomura Asset Management Co., Ltd. ("Nomura"). Of the reported shares, Nomura reported that it has sole voting power for 6,503,750 shares, shared voting power for 0 shares, sole dispositive power for 6,503,750 shares and shared dispositive power for 0 shares. The Nomura Angelo Gordon BDC Fund, which is managed on a discretionary basis by Nomura, has the right or the power to direct the receipt of dividends, or the proceeds from the sale of, the Common Shares. The address for Nomura is Toyosu Bayside Cross Tower, 2-2-1, Toyosu, Koto-Ku, Tokyo, 135-0061, Japan.

(b)

(a)

No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase.

(a)

Not applicable.

None.

None.

Not applicable.

The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.

Cover Letter to Offer to Purchase and Letter of Transmittal.

Offer to Purchase.

Forms of Letter of Transmittal.

General Counsel and Secretary

Exhibit

(a)(1)(i)

Cover Letter to Offer to Purchase and Letter of Transmittal.

(a)(1)(ii)

Offer to Purchase.

(a)(1)(iii)

Forms of Letter of Transmittal.

(a)(1)(iv)

Form of Letter from the Fund to Shareholders in Connection with the Fund's Acceptance of Shares.

(a)(1)(v)

Form of Promissory Note.

(a)(1)(vi)

Forms of Notice of Withdrawal of Tender.

107

Calculation of Filing Fee Table.