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

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 1. Financial Statements" hereto and "Part II, Item 8-Financial Statements and Supplementary Data" of our most recent Annual Report on Form 10-K, as updated from time to time by our periodic filings with the SEC. This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of our control, including, but not limited to, those set forth in Part I, Item 1A-"Risk Factors" of our most recent Annual Report on Form 10-K, as updated from time to time by our periodic filings with the SEC.

Overview

Third Point Private Capital Partners was formed as a Delaware statutory trust under the laws of the State of Delaware on May 23, 2024. We have elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the "1940 Act"), and intend to elect to be treated as a RIC for federal income tax purposes beginning with our tax year ending December 31, 2026, and intend to qualify annually thereafter. As such, 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.

Investment Objective and Strategy

Our investment objective is to seek to generate current income and, to a lesser extent, long-term capital appreciation. We seek to achieve our investment objective by investing primarily in senior secured loans to U.S.-domiciled, middle market private companies with a focus on originated transactions sourced through the network of the Adviser and its affiliates, including the relationships of the members of Third Point's dedicated Private Credit team ("TP Private Credit Team"). We also seek to achieve our investment objective by collaborating with the Adviser and its affiliates to access broader credit capabilities and industry sector experience with a view towards sourcing and selecting a wider set of investment opportunities. We generally consider middle market companies to consist of companies with between $10 million and $100 million of annual earnings before interest expense, income tax expense, depreciation, and amortization ("EBITDA"). While we intend to target loans to middle market companies, we may invest in private credit opportunities and related investments of larger or smaller companies, as well as other structured financing solutions. Our portfolio consists primarily of directly originated senior secured term loans including first lien senior secured term loans (including unitranche loans) and second lien senior secured term loans, with the balance of our investments expected to be in higher-yielding assets such as mezzanine debt, and unsecured debt, some of which we expect will be publicly traded, as well as equity investments and other opportunistic asset purchases, including, without limitation, common stock, preferred stock, warrants and options. Under normal circumstances, such other opportunistic asset purchases will generally not exceed 25% of our portfolio, and no more than 10% of our total assets will be invested in exchange-listed and publicly traded instruments under such circumstances. We may decide to make such opportunistic investments when the TP Private Credit Team believes such investments will enable us to achieve an attractive risk-adjusted return relative to other current investment opportunities. Certain of the loans or debt investment opportunities in which we invest may be accompanied by "equity-kickers," such as warrants, through which we may acquire equity securities, or the right to acquire equity securities, in a given portfolio company. A portion of our capital may also be invested from time to time on the basis of short-term market considerations, including in more liquid assets that may have a lower yield than the directly originated debt investments we primarily intend to target. We expect most of our debt investments will either not be rated or, if rated, will carry a rating below investment grade by a nationally recognized statistical rating organization (rated lower than "Baa3" by Moody's Investors Service, Inc. ("Moody's") or lower than "BBB-" by Standard & Poor's Ratings Services ("S&P"), which classification is often referred to as "junk"), and we may at times invest in loans that are or that become non-performing, distressed or defaulted, or that are or may become involved in work-outs, liquidations, reorganizations, bankruptcies or similar transactions. While we expect the weighted average maturity of our portfolio investments to be approximately three to five years once we are fully invested, there is no limit on the maturity or duration of any security we may hold in our portfolio. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than newly issued investments.

We focus primarily on newly originated senior secured term loans in middle market companies that we obtain through privately negotiated transactions. Such companies may be, but are not required to be, non-sponsor businesses, which are businesses or companies that are not backed by a private equity firm or other professional equity investors. Notwithstanding that we focus primarily on newly originated senior secured term loans, we may additionally invest without limit in other types of loans or debt instruments, including bank loans and syndicated loans, unsecured loans, and subordinated loans. To the extent that we invest in syndicated loans, we expect that they will generally be underwritten by a commercial or investment bank, finance company, or other investment fund, which underwriter may, but is not required to, come from TP Private Credit Team's network of relationships. We may, but are not required to, acquire or originate loans or other debt instruments (or pools thereof) with the intention of syndicating to unaffiliated third parties a

portion, or potentially all, of such loans or debt instruments. Our Adviser seeks to generate investment opportunities for us through direct origination channels as well as through syndicate and club deals (i.e., investments made by a small group of investment firms). Our Adviser's investment approach involves a multi-step selection process for each potential investment opportunity, with particular emphasis on the early detection of deteriorating credit conditions at portfolio companies which may result in adverse portfolio developments, in order to maximize current income and minimize the risk of capital loss while preserving the potential for long-term capital appreciation. With respect to the servicing of such loans, to the extent that we are one of several lenders that are party to a given credit agreement with a particular borrower, we or others may serve as the servicer to loans made under such credit agreement. In circumstances where we are appointed as a loan servicer, we may appoint a third party as a sub-servicer to assist us with or to perform any such servicing functions on our behalf.

Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other proprietary funds, investment vehicles or accounts to which Third Point provides discretionary investment advisory services (collectively, the "Third Point Funds"). From time to time, we may co-invest with other Third Point Funds, subject to limitations imposed on transactions with affiliates under the 1940 Act and any exemptive relief granted by the SEC. We have received an exemptive order from the SEC permitting us to co-invest alongside other investment vehicles or accounts managed by the Adviser or its affiliates, such as the Third Point Funds, as well as alongside the Adviser or its affiliates in a principal capacity, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors, including oversight by our Board of Trustees (the "Board") in the exercise of its reasonable business judgment.

Key Components of Operations

Investments

Our level of investment activity may 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 level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we generally must invest at least 70% of our assets in "qualifying assets," which typically will include investments in "eligible portfolio companies." Under the relevant SEC rules, the term "eligible portfolio company" includes all U.S. private operating companies and small U.S. public operating companies with a market capitalization of less than $250 million.

Revenues

We generate revenues primarily through receipt of interest income from our investments. In addition, we generate income from capital gains on the sales of loans, debt and equity related securities, and various loan origination and other fees, as well as dividends on direct equity investments.

Expenses

We have entered into the Administration Agreement pursuant to which the Administrator provides the administrative services necessary for us to operate. We are utilizing the Administrator's office facilities, equipment, and recordkeeping services. The Administrator has engaged with State Street Bank and Trust Company, which is not an affiliate of us or the Adviser, to provide us with certain fund accounting and administrative services. Any sub-administrator is compensated separately for performing sub-administrative services under the terms of a sub-administration agreement. We pay no fee in connection with the services provided under the Administration Agreement. We reimburse the Administrator for any costs and expenses it may incur on our behalf in connection with providing facilities and administrative services to us, including our allocable portion of any organizational or offering-related costs and expenses incurred on our behalf, the compensation of any administrative personnel who provide services to us, plus overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement. In addition, we reimburse the Administrator for the fees and expenses associated with performing compliance functions, and our allocable portion of the compensation of certain of our officers, including our Chief Financial Officer, Chief Compliance Officer and any administrative support staff. Our allocable portion of overhead is determined by the Administrator, which uses various methodologies, including, without limitation, allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, or other applicable financial metrics, such as our assets under management or net asset value relative to those of other clients of the Administrator or Third Point, and is subject to oversight by the Board.

Our primary operating expenses include the payment of fees to the Adviser under the Investment Advisory Agreement, our allocable portion of organizational, offering-related and overhead expenses under the Administration Agreement, and all other costs and expenses relating to our operations and transactions, including, but not limited to: operational and organizational costs; calculating individual asset values and our net asset value, including the cost and expenses of any third-party valuation services; fees and expenses payable to third parties relating to evaluating, negotiating, making and disposing of investments, including the Adviser's or its affiliates' travel expenses, research costs and out-of-pocket fees and expenses associated with performing due diligence and reviews and risk analyses of prospective investments, monitoring investments and, if necessary, enforcing our rights; the fees and expenses relating to the development, licensing, implementation, installation, servicing and maintenance of, and consulting with respect to, computer software, technology and information technology systems used in connection with the management of our investments including, without limitation, costs and expenses of technology service providers and related software, hardware and subscription-based services utilized in connection with our investment and operational activities, including but not limited to, the origination and monitoring of investments; expenses related to the maintenance of registered offices and corporate licensing; direct fees and expenses associated with independent audits, agency, consulting and legal costs and other professional fees and expenses of other experts (including, without limitation, consulting fees for, and other amounts payable to, senior or special advisers, certain other advisers, operating partners and other similar professionals incurred by a client for the benefit of such client or such client's investments or portfolio companies); bank service fees; withholding and transfer fees; loan administration costs; costs incurred in connection with trademarks or other intellectual property; debt service and other costs of borrowings or other financing arrangements, including interest payable on debt and other borrowing costs, if any, incurred to finance our investments; costs of effecting sales and repurchases of our Shares and other securities; certain costs and expenses relating to distributions we pay; transfer agent and custody fees and expenses, including, without limitation, the costs, fees and expenses associated with the opening, maintaining and closing of bank accounts, custodial accounts and accounts with brokers on our behalf (including the customary fees and charges applicable to transactions in such broker accounts); the allocated costs incurred by the Adviser, in such capacity and in its capacity as the Administrator in providing managerial assistance to those portfolio companies that request it, including, without limitation, any compensation paid to individuals considered for nomination, nominated and/or appointed, and the Adviser's request, to the board or credit committee of a portfolio company, and any costs incurred in connection with recruiting directors or members to serve on the board or credit committee of a portfolio company, public relations experts, "white papers," lobbying organizations to the extent reasonably determined by the Adviser to be employed in connection with our prospective investments, and public presentations; other expenses incurred by the Administrator, the Adviser or by us in connection with administering our business, including payments made to third party providers of goods or services; brokerage fees and commissions and similar expenses necessary for us to receive, buy, sell, exchange, trade and otherwise deal in and with securities or other assets (including, where applicable, expenses relating to spreads, short dividends, negative rebates, financing charges, and currency and other hedging costs); any stock exchange listing fees and fees payable to rating agencies; sourcing or finder's fees; costs and expenses of distributing and placing interests in the Shares; federal, state and foreign registration fees (which can arise, for example, if a local jurisdiction requires a license or other registration to do business); U.S. federal, state and local taxes; fees and expenses of the Independent Trustees; costs associated with our reporting, legal, regulatory and compliance obligations, including, without limitation, under the 1940 Act and Sarbanes-Oxley Act of 2002, as amended, and applicable U.S. federal, state, local, or other laws and regulations, and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including the compensation and expenses of professionals responsible for the preparation or review of the foregoing; the costs of any reports, proxy statements or other notices or communications to shareholders, including, without limitation, printing costs, costs of technology licensing and maintenance of the website for the benefit of shareholders and any shareholder portal (including any database or other forum hosted on a website designated by us) or due diligence platform; costs and expenses in connection with monitoring (including with respect to environmental, social and governance, cybersecurity, anti-corruption and similar functions), complying with and performing any provisions in agreement with investors; anti-money laundering and sanctions monitoring expenses; costs of holding shareholder meetings and meetings of the Board, including, without limitation, legal, travel, lodging and meal expenses and compensation of investor relations personnel responsible for the preparation of the foregoing and related matters; board fees of the Board; the costs of obtaining and maintaining our fidelity bond and any other required fidelity bonding; trustees and officers' errors and omissions and other liability insurance, and any other insurance expenses; costs associated with obtaining an order for SEC co-investment exemptive relief; litigation, indemnification and other non-recurring or extraordinary expenses (whether actual, pending or threatened) or any costs arising therefrom, and any judgments, fines, remediations or settlements paid in connection therewith; fees, costs and expenses related to any governmental inquiry, investigation or proceeding directly or indirectly involving or otherwise applicable to us, the Adviser or any of our respective affiliates in connection with our activities or any investment; direct and indirect costs and expenses of administration and operation, including printing, mailing, reporting, publishing, long distance telephone, staff, accounting, audit, compliance, tax and legal costs; accounting, audit and tax advice and preparation expenses (including preparation costs of financial statements, tax returns and reports to investors); fees and expenses associated with marketing efforts (including, but not limited to, reasonable out-of-pocket expenses incurred by the Adviser and its affiliates in attending meetings with shareholders or prospective shareholders); dues, fees and charges of any trade association of which we are a member; the costs of any private or public offerings of the Shares and other securities, including registration and listing fees, if any, and any other filing and registration fees; other expenses related to the purchase, monitoring, syndication of co-investments, sale, settlement, custody or transmittal of our assets (directly or through financing alternative investment subsidiaries or trading subsidiaries

which we may from time to time establish); wind-up and liquidation expenses; and all other expenses incurred by us or the Administrator in connection with administering our business (including payments made to third-party providers of goods or services) and not required to be borne by the Adviser or another service provider pursuant to an agreement with us.

Investment-related expenses with respect to investments in which we invest together with one or more parallel funds (or co-investment vehicles) are generally allocated among all such entities on the basis of capital invested by each such entity into the relevant investment. However, if the Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Adviser may allocate such expenses among such entities in any other manner that the Adviser believes in good faith to be fair and equitable. We also benefit from certain "mixed-use" services, products and resources that are utilized by Third Point to provide investment advisory and administrative services to other clients or for proprietary purposes, including but not limited to research and information services, information technology services and software platforms, and third-party service providers. To the extent that the cost of such services may be borne in part by us as an operating expense, the Administrator may use various methodologies to determine our allocable portion of the total cost of such service, product or resource, including but not limited to allocating between us and other clients pro rata based on the number of clients receiving such services, proportionately in accordance with asset size, or on such other basis that the Administrator determines to be fair and equitable under the circumstances.

Expense Support and Conditional Reimbursement Agreement

Pursuant to the terms of the Amended and Restated Expense Support and Conditional Reimbursement Agreement (the "Expense Support Agreement") between us and the Adviser, the Adviser pays on a quarterly basis certain of our expenses on our behalf such that our Other Operating Expenses (as defined below) do not exceed 0.1875% (0.75% on an annualized basis) of our applicable quarter-end net asset value (each such payment, an "Expense Payment"). "Other Operating Expenses" means our organizational and offering expenses, professional fees, trustee fees, administration fees, and other general administrative expenses (including our allocable portion of compensation (including salaries, bonuses and benefits), 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 Management Fees and Incentive Fees we owe to the Adviser, financing fees and costs, brokerage commissions, placement agent fees, costs and expenses of distributing and placing the Shares, debt service and other costs of borrowings or other financing arrangements related to our use of leverage (including interest payable on debt and other borrowing costs incurred to finance our investments), any other interest expenses owed by us, and any litigation, indemnification and other non-recurring or extraordinary expenses (whether actual, pending or threatened) or any costs arising therefrom and any judgments, fines, remediations or settlements paid in connection therewith, all as determined in accordance with U.S. GAAP. The Adviser may also elect to pay certain additional expenses on our behalf at such times as the Adviser determines (a "Voluntary Expense Payment"), provided that no portion of a Voluntary Expense Payment will be used to pay any interest expense or distribution and/or servicing fee.

If the Adviser elects to pay certain of our expenses, the Adviser is entitled to reimbursement of such expenses from us if our Available Operating Funds (as defined below) exceed the cumulative distributions accrued to shareholders, subject to the terms of the Expense Support Agreement. For purposes of the Expense Support Agreement, "Available Operating Funds" means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) 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).

Under the Expense Support Agreement, following any calendar quarter in which our Available Operating Funds exceed the cumulative distributions accrued to our shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to herein as "Excess Operating Funds"), we will pay such Excess Operating Funds, or a portion thereof in accordance with the terms of the Expense Support Agreement, to the Adviser until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments that we are required to make under the Expense Support Agreement are referred to herein as a "Reimbursement Payment." The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three (3) years prior to the last business day of such calendar quarter that we have not previously reimbursed to the Adviser; provided that the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

Either we 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 of our expense payments paid by the Adviser that have not been reimbursed to the Adviser remain our obligation following any such termination, subject to the terms of the Expense Support Agreement.

Portfolio and Investment Activity

On April 7, 2026, immediately prior to electing to be regulated as a BDC under the 1940 Act ("BDC Election"), we completed the acquisition of a portfolio of loan investments (the "Warehouse Investments") from Macquarie Bank Limited and/or its affiliates (collectively, "Macquarie") pursuant to certain LSTA Par/Near Par trade confirmations and related agreements (the "Trade Confirmations"). The Warehouse Investments were previously acquired by Macquarie at our request prior to our BDC Election, and were identified, evaluated, and selected by the TP Private Credit Team. Pursuant to the Trade Confirmations, our obligation to purchase the Warehouse Investments was subject to certain conditions, including the receipt by us of a minimum amount of committed but uncalled capital commitments and approval by the Board. We satisfied such conditions and completed the acquisition on April 7, 2026.

The aggregate commitments/par amount of the Warehouse Investments was approximately $105.9 million, and the aggregate purchase price was approximately $85.7 million, net of accrued interest. The acquisition was funded with a combination of cash proceeds from the private offering of our Shares and borrowings under the credit facilities described above.

As of September 30, 2026, our portfolio investments had a fair value of approximately $151.4 million. The following table summarizes our portfolio composition and investment activity during the three and nine months ended September 30, 2026 and 2025:

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As of September 30, 2026 and December 31, 2025, our portfolio investments consisted of the following:

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The industry composition of our portfolio investments at amortized cost and fair value as of September 30, 2026 and December 31, 2025 was as follows:

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Results of Operations

Operating results for the three and nine months ended September 30, 2026 and 2025 were as follows:

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Investment Income

Investment income for the three and nine months ended September 30, 2026 and 2025 was as follows:

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For the three and nine months ended September 30, 2026, total investment income was $3.7 million and $6.2 million, respectively, driven primarily by our deployment of capital. As of September 30, 2026, our portfolio investments had a fair value of approximately $151.4 million, and we separately held cash equivalents of approximately $25.9 million.

Expenses

The composition of our expenses for the three and nine months ended September 30, 2026 and 2025 was as follows:

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Interest and Other Financing Expenses

Interest and other financing expenses were $1.4 million and $2.2 million for the three and nine months ended September 30, 2026, respectively, compared to none for the three and nine months ended September 30, 2025. The increase was mainly driven by borrowings under the ABL Credit Facility and the SCF Credit Facility in connection with the commencement of investment operations.

Administrative Service Expenses

Administrative expenses were $0.52 million and $1.05 million for the three and nine months ended September 30, 2026, respectively, compared to none for the three and nine months ended September 30, 2025, reflecting our allocable portion of compensation of certain of our officers incurred by the Administrator under the Administration Agreement.

Organizational Expenses

There were no organizational expenses for the three and nine months ended September 30, 2026, compared to $0.09 million and $0.66 million for the three and nine months ended September 30, 2025, respectively. The decrease reflects the substantial completion of organizational activities upon commencement of investment operations on April 7, 2026.

Amortization of Deferred Offering Costs

Amortization of deferred offering costs was $0.79 million and $1.50 million for the three and nine months ended September 30, 2026, respectively, compared to none for both the three and nine months ended September 30, 2025. Offering costs are amortized over twelve months commencing upon the start of investment operations. Offering costs are subject to expense support under the Expense Support Agreement, with potential reimbursement to the Adviser subject to the agreement's terms.

Management Fees

For the three and nine months ended September 30, 2026, management fees, net of management fee waivers, were $0.09 million and $0.16 million, respectively. No management fees were incurred for the three and nine months ended September 30, 2025 as we had not yet commenced investment operations.

Incentive Fees

Investment income incentive fees were $0.25 million and $0.44 million for the three and nine months ended September 30, 2026, respectively. Capital gains incentive fees were less than $0.01 million and $0.10 million for the three and nine months ended September 30, 2026, respectively. No incentive fees were incurred for the three and nine months ended September 30, 2025, as we had not yet commenced investment operations. See Note 4 to our consolidated financial statements for additional information.

Trustees' Fees

Trustees' fees represent compensation paid to our independent trustees for their service on our Board of trustees. For three and nine months ended September 30, 2026, Trustees' fees were $0.12 million and $0.35 million, respectively. For the three and nine months ended September 30, 2025, Trustees' fees were $0.12 million and $0.20 million, respectively.

Net Unrealized Appreciation (Depreciation) on Investments

The following table summarizes the net change in unrealized appreciation (depreciation) on our portfolio investments for both the three and nine months ended September 30, 2026 and 2025:

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For the three and nine months ended September 30, 2026, we recognized gross unrealized appreciation on investments of $0.1 million and $1.1 million, respectively, and gross unrealized depreciation of $0.1 million and $0.3 million, respectively, resulting in net unrealized appreciation of less than $0.1 million and $0.8 million, respectively.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from our continuous offering of Shares, advances from our credit facilities and cash flows from operations. The primary uses of our cash are: (i) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements; (ii) the cost of operations (including paying our Adviser and Administrator); (iii) debt service, repayment and other financing costs of our borrowings; and (iv) cash distributions to the holders of our Shares.

We may from time to time enter into additional credit facilities, increase the size of our existing credit facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions, and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%.

As of September 30, 2026, we held $32.4M in cash and cash equivalents, comprising $6.5 million of cash, $5.9 million invested in a money-market fund and $20.0 million of U.S. Treasury bills. The Treasury bills were pledged as collateral for a $20.0 million repurchase agreement borrowing and were therefore not available for general liquidity purposes while pledged. The repurchase agreement was subsequently rolled through October 5, 2026 and repaid in connection with settlement of the Treasury bill sale.

As of September 30, 2026, undrawn commitments totaled $71.9 million under the ABL Credit Facility and $15.9 million under the SCF Credit Facility. Actual borrowing availability is subject to borrowing-base limitations, covenant compliance and other contractual conditions. We also had $11.6 million of uncalled investor capital commitments. Capital calls on these commitments may reduce borrowing availability under the SCF Credit Facility.

As of September 30, 2026, we had 21 investments with aggregate unfunded commitments of $22.5 million. Funding of these commitments is subject to borrower draw requests and the terms and conditions of the underlying agreements. We expect to fund these obligations, as they become due, through a combination of cash and cash equivalents available for use, principal repayments and other portfolio cash flows, capital calls on investor commitments and borrowings available under our credit facilities. As of December 31, 2025, we had no investments and, accordingly, no unfunded investment commitments.

From inception (May 23, 2024) through September 30, 2026, we capitalized $2.9 million of offering costs as deferred offering costs, net of expense sharing, in accordance with ASC Topic 946. These costs are being amortized to expense over a twelve-month period commencing upon the start of our investment operations on April 7, 2026. Offering costs funded by the Adviser pursuant to the Expense Support Agreement are subject to potential reimbursement by us in future periods. See Notes 3 and 4 to our consolidated financial statements for additional information.

Equity Activity

The following table summarizes the total Class I Shares issued and proceeds received for the nine months ended September 30, 2026:

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Sales of Shares are made pursuant to subscription agreements entered into by us and our investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten (10) business days' prior notice to the funding date, although we may provide at least five (5) business days' prior notice if we determine that exigent circumstances necessitate a shorter notice period.

Notwithstanding the foregoing, and subject to the applicable Subscription Agreement, we may, in our sole discretion, accept investors whose entire capital commitment is drawn down and funded in full at the time we accept such investor's subscription at a closing (such investors, "Fully Drawn Subscribers"). Fully Drawn Subscribers will not be subject to our drawdown mechanics, will not receive drawdown notices, and will be deemed to have no unfunded capital commitment.

Each sale of Shares will be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Regulation D thereunder or Regulation S thereunder. We are still accepting new commitments. We have not engaged in general solicitation or advertising with regard to the issuance and sale of the Shares and have not offered securities to the public in connection with such issuance and sale. We rely, in part, upon representations from the investors in the subscription agreements that each investor is either an "accredited investor," as defined in Regulation D under the Securities Act, or is not a "U.S. person" as defined in Regulation S under the Securities Act.

Borrowings

From time to time, we may enter into credit facilities, increase the size of our existing credit facilities and/or issue debt securities, including unsecured notes. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.

As of September 30, 2026, we had $82.2 million outstanding under our credit facilities and $20.0 million outstanding under a repurchase agreement, for total outstanding borrowings of $102.1 million. Our asset coverage ratio, including the repurchase agreement borrowing, was 177.9%. As of December 31, 2025, we had no borrowings outstanding.

As of September 30, 2026, we were in compliance with the terms of our debt arrangements.

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Our outstanding credit facility borrowings as of September 30, 2026 were as follows:

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In addition to the borrowings discussed above, the Fund had an outstanding repurchase agreement borrowing as of September 30, 2026 with a balance of $20.0 million, collateralized by U.S. Treasury Bills. The repurchase agreement was subsequently rolled through October 5, 2026 and repaid on that date in connection with settlement of the sale of the underlying Treasury bills. See Note 7 to the consolidated financial statements for additional information.

ABL Credit Facility

On April 7, 2026, TP Private Capital Partners SPV I (FLCF) LLC ("SPV I"), a wholly-owned subsidiary of Third Point Private Capital Partners, entered into a senior secured credit facility (the "ABL Credit Facility") pursuant to a Credit Agreement (the "ABL Credit Agreement") with Goldman Sachs Bank USA, as administrative agent and lender. At closing, the ABL Credit Facility had an initial committed amount of $150,000,000 (the "Facility Amount"), with the ability to increase up to a specified maximum amount subject to satisfaction of certain conditions and Goldman Sachs' consent. The ABL Credit Facility has five-year maturity, consisting of a three-year reinvestment period followed by a two-year amortization period. Advances under the ABL Credit Facility bear interest at a rate per annum equal to Term SOFR plus 1.90%. SPV I is required to pay (i) an upfront fee equal to 0.75% of the Facility Amount, payable on the closing date, and (ii) a quarterly unused commitment fee equal to 0.40% per annum on the unused portion (or such other amount, to the extent applicable, based on the date of determination) of the Facility Amount, calculated on the basis of a 360-day year and the actual number of days elapsed.

As of September 30, 2026, we, and SPV I were in compliance with all covenants and other requirements of the ABL Credit Agreement.

SCF Credit Facility

On April 7, 2026, TP Private Capital Partners SPV II (SCF) LLC ("SPV II"), a wholly-owned subsidiary of ours, entered into a senior secured revolving credit facility (the "SCF Credit Facility") pursuant to a Credit Agreement (the "SCF Credit Agreement") with Goldman Sachs Bank USA, as administrative agent and lender. At closing, the SCF Credit Facility had an initial committed amount of $20,000,000 (the "SCF Facility Amount"). The SCF Credit Facility matures on the earlier of (i) the 12-month anniversary of the closing date and (ii) 30 days prior to the last date we may issue capital calls under our governing documents. Advances under the SCF Credit Facility bear interest at a rate per annum equal to Term SOFR plus 2.40%. SPV II is required to pay (i) an upfront fee equal to 0.25% of the SCF Facility Amount, payable on the closing date, and (ii) a quarterly unused commitment fee equal to 0.25% per annum on the unused portion of the SCF Facility Amount.

As of September 30, 2026, we were in compliance with all covenants and other requirements of the SCF Credit Agreement.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of September 30, 2026, management was not aware of any pending or threatened litigation.

Contractual Obligations

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

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser's affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Hedging

In connection with certain portfolio investments, we may employ hedging techniques designed to reduce the risk of adverse movements in interest rates, securities prices and currency exchange rates. While such transactions may reduce certain risks, such transactions themselves may entail certain other risks. Thus, while we may benefit from the use of these hedging mechanisms, unanticipated changes in interest rates, securities prices, currency exchange rates, and other factors may result in a poorer overall performance for us than if we had not entered into such hedging transactions. The successful utilization of hedging and risk management transactions requires skills that are separate from the skills used in selecting and monitoring investments. There were no hedging transactions through the period ending September 30, 2026.

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Critical Accounting Estimates

The valuation of investments for which market quotations are not readily available is a critical accounting estimate because it involves significant judgment and estimation uncertainty. These valuations depend on assumptions regarding portfolio company performance, expected cash flows, discount rates and other relevant market inputs.

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Changes in these assumptions could materially affect the fair value of our investments, net assets and reported unrealized appreciation or depreciation. For investments valued using discounted cash flows, an increase in the required discount rate, without a corresponding increase in expected cash flows, would generally reduce fair value. Actual amounts realized may differ materially from our estimates. See Notes 2 and 6 to our consolidated financial statements included in Part I, Item 1 of this Report for our valuation policies, methodologies and significant unobservable inputs.

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Recent Developments

On October 1, 2026, we issued approximately 42,493 Class I Shares for aggregate proceeds of $1,150,000.

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