AGL Private Credit Income Fund LP

03/12/2026 | Press release | Distributed by Public on 03/12/2026 13:16

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 our consolidated financial statements and related notes

thereto appearing elsewhere in this annual report on Form 10-K (in thousands, except shares, per share data, percentages and as

otherwise noted).

Overview

AGL Private Credit Income Fund, which was originally established as a Delaware limited partnership named AGL Private Credit Income Fund LP on January 18, 2024, was converted to a Delaware statutory trust on September 12, 2024. On October 11, 2024, we elected to be regulated as a BDC. The Board approved our purchase of the assets that were subject to the Launch Transactions, which approval included a waiver by us of any conditions precedent to such purchase. As a result, on October 21, 2024, we purchased $176.0 million of assets pursuant to purchase agreements with each of the Financing Providers and commenced operations ("Commencement of Operations"). We intend to be a perpetual-life BDC, which is a BDC whose common shares are not listed for trading on a stock exchange or other securities market. We are an investment vehicle of indefinite duration whose Common Shares are intended to be sold by us on a continuous basis at a price generally equal to our NAV per Common Share.

Our investment objective is to generate attractive risk-adjusted returns, primarily through current investment income and, to a lesser extent, capital appreciation, while limiting volatility. We intend to deploy sophisticated investment and risk management techniques to minimize interest rate, macroeconomic, concentration and other risks, while generating predictable yield and consistent credit performance across economic cycles.

Our principal investment strategy focuses on creating well-balanced portfolios of directly originated, floating rate senior secured investments in U.S. companies, including primarily first lien senior secured and unitranche loans. As deemed appropriate by our Adviser, we may also invest in second lien loans, unsecured debt, subordinated debt and other investments (which may include certain equity investments or investments in more liquid instruments). We believe the Private Credit markets offer a sound backdrop for investing success, with secular growth in demand from borrowers, a structural illiquidity premium benefiting lenders and sufficient market depth to permit effective selection of assets across economic cycles. Generally, we expect to originate our investments to large borrowers, where we consider the balance of investment opportunities and risk-adjusted returns to be most favorable over time.

AGL has entered into the Barclays Cooperation Agreement. Under the Barclays Cooperation Agreement, AGL, the Adviser and Barclays have agreed to make available to Barclays' existing and prospective client base AGL's Private Credit solutions, through our and Other AGL Accounts, alongside Barclays' large and highly capable investment banking platform offerings.

Through the Adviser, we have access to the extensive resources, expertise and investment capabilities in senior secured credit investing of the AGL platform, including AGL's dedicated Private Credit team. In addition, we and the Other AGL Accounts benefit from the market access and deep relationships of Barclays' network through the Barclays Cooperation Agreement.

We deploy a rigorous, systematic and consistent investment process when evaluating potential Private Credit opportunities. We utilize a number of frameworks and methods throughout the underwriting and portfolio construction processes. AGL's proprietary 10-D Portfolio Construction Framework is used to build competitively advantaged investment portfolios. In addition, we utilize highly sophisticated risk management approaches, focused on creating portfolios that are well-balanced across a variety of standard and non-standard risk factors. Our investment process and risk management approaches are informed by the decades of collective credit investing experience of our senior management, which we believe differentiate the AGL platform from its competitors.

Investments

We focus our investing primarily on senior secured first lien loans of private U.S. companies. 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 expected return on new investments, the amount of debt and equity capital available to private 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.

Revenues

We generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally become due at the maturity date. In addition, we may generate revenue from various fees in the ordinary course of business such as in the form of structuring, consent, waiver, amendment, syndication and other miscellaneous fees. Original issue discounts and market discounts or premiums are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans and

debt securities as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses

Prior to our Commencement of Operations on October 21, 2024, our Adviser or its affiliates bore all organization and offering expenses in connection with the formation of us and the initial closing of the private offering. Since we commenced operations, we have agreed to reimburse the Adviser or its affiliates for all such expenses that it incurs on our behalf up to a maximum aggregate amount of $5.0 million in connection with our formation and the initial closing of the private offering. The Adviser bears all such organization and offering expenses that were incurred prior to our Commencement of Operations in excess of $5.0 million.

Our day-to-day investment operations are managed by the Adviser, pursuant to the terms of the Investment Advisory Agreement. The services necessary for our business, including the origination and administration of our investment portfolio, are provided by individuals who are employees of AGL, pursuant to the terms of the Administration Agreement. All investment professionals of the Adviser, when and to the extent engaged in providing investment advisory and management services under the Investment Advisory Agreement, and the compensation and routine compensation-related overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser and not by us. We bear all other costs and expenses of our operations and transactions, including those listed in the Registration Statement. Following the Commencement of Operations, we are responsible for all organization and offering expenses. Organization and offering costs incurred prior to the Commencement of Operations totaled $3.7 million.

Upon Commencement of Operations, organization expenses incurred totaled $2.7 million, and our initial offering costs (other than the organization expenses) are fully amortized by October 2025 over a twelve-month period beginning with the Commencement of Operations.

We have entered into the "Expense Support Agreement" with the Adviser, under which the Adviser has contractually agreed to pay, on a quarterly basis, certain operating expenses of the Company on the Company's behalf, such that these expenses do not exceed 1.50% (on an annualized basis) of the Company's net asset value as described in "Item 1. Financial Statements-Notes to Financial Statements-Note 3. Agreements and Related Party Transactions."

Our primary operating expenses include the payment of the Base Management Fee and the Incentive Fee (each of which is described below) to our Adviser, legal and professional fees, interest, fees and other expenses of financings and other operating and overhead related expenses. The Base Management Fee and Incentive Fee compensate our Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other costs and expenses relating to our operations and transactions, including:

(i)
the Company's initial organizational costs and operating costs incurred prior to the filing of its election to be regulated as a BDC;
(ii)
the costs associated with any offerings of the Company's securities;
(iii)
out-of-pocket expenses, including travel, lodging and meal expenses incurred by the Adviser, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including any investments that are not ultimately made (including, without limitation, any reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments) and monitoring actual portfolio companies and, if necessary, enforcing the Company's rights;
(iv)
certain costs and expenses relating to distributions paid by the Company;
(v)
administration fees payable under the Administration Agreement and any sub-administration agreements, including related expenses;
(vi)
arrangement, debt service and other costs of borrowings, senior securities or other financing arrangements;
(vii)
the allocated costs incurred by the Adviser or the Administrator in providing managerial assistance to those portfolio companies that request it;
(viii)
amounts payable to third parties relating to, or associated with, sourcing, evaluating, making, settling, clearing, monitoring, holding or disposing of prospective or actual investments;
(ix)
the costs associated with subscriptions to data service, research-related subscriptions and expenses and quotation equipment and services used in making or holding investments and dues and expenses incurred in connection with membership in industry or trade organizations;
(x)
fees and expenses payable under any dealer manager agreements;
(xi)
escrow agent, distribution agent, transfer agent and custodial fees and expenses;
(xii)
costs of derivatives and hedging;
(xiii)
commissions and other compensation payable to brokers or dealers;
(xiv)
federal, state and local registration fees;
(xv)
any fees payable to rating agencies;
(xvi)
the cost of effecting any sales and repurchases of the Company's Common Shares and other securities, including servicing fees;
(xvii)
U.S. federal, state and local taxes;
(xviii)
costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company's assets for tax or other purposes;
(xix)
Independent Trustees' fees and expenses;
(xx)
costs of preparing consolidated financial statements and maintaining books and records, costs of preparing tax returns, costs of compliance with the 1940 Act, the Sarbanes-Oxley Act of 2002, as amended, and applicable federal and state securities laws, and attestation and costs of filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including the compensation of professionals responsible for the preparation or review of the foregoing;
(xxi)
the costs of any reports, proxy statements or other notices to the Company's shareholders (including printing and mailing costs), the costs of any shareholders' meetings and the costs and expenses of preparations for the foregoing and related matters;
(xxii)
the costs of specialty and custom software expense for monitoring risk, compliance and overall investments;
(xxiii)
fees and expenses associated with marketing efforts;
(xxiv)
the Company's fidelity bond;
(xxv)
any necessary insurance premiums;
(xxvi)
extraordinary expenses (such as litigation or indemnification payments or amounts payable pursuant to any agreement to provide indemnification entered into by the Company);
(xxvii)
direct fees and expenses associated with independent audits, agency, consulting and legal costs;
(xxviii)
costs of winding up; and
(xxix)
all other expenses incurred by either the Administrator or the Company in connection with administering the Company's business, including payments under the Administration Agreement based upon the Company's allocable portion of compensation (including salaries, bonuses and benefits), overhead (including rent, office equipment and utilities) and reimbursing third-party expenses incurred by the Administrator in carrying out its administrative services under the Administration Agreement, including, but not limited to, the fees and expenses associated with performing compliance functions.

In addition, we bear the fees and expenses related to the preparation and maintaining of any necessary registrations with regulators in order to market the Common Shares of the Company in certain jurisdictions and fees and expenses associated with preparation and maintenance of any key information document or similar document required by law or regulation.

From time to time, our Adviser, our Administrator (as defined below), or their affiliates may pay third-party providers of goods or services. We reimburse our Adviser, our Administrator or such affiliates thereof for any such amounts paid on our behalf, subject to the provisions of the Expense Support Agreement. All of these expenses are ultimately borne by our shareholders.

Administration Agreement

We entered into the Administration Agreement with AGL US DL Administrator LLC, a Delaware limited liability company (the "Administrator"). Under the Administration Agreement, the Administrator provides us with certain administrative services necessary for us to conduct its business. We have agreed to reimburse the Administrator for all reasonable costs and expenses and our allocable portion of compensation of certain non-advisory personnel of the Administrator and the Administrator's related overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in providing non-advisory services, facilities and

personnel and performing its administrative obligations, as provided by the Administration Agreement. In addition, subject to the approval of the Board, the Administrator may delegate its duties under the Administration Agreement to affiliates or third parties, and we will reimburse the expenses of these parties incurred directly and/or reimburse such expenses if paid by the Administrator on our behalf.

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, we incurred $3.8 million and $0.8 million, respectively, for allocated shared services under the Administration Agreement which are reflected in Administrative service fees.

As of December 31, 2025 and December 31, 2024, included in Payable to Affiliates are $4.6 million and $0.8 million, respectively, for accrued allocated shared services under the Administration Agreement.

Expense Support and Conditional Reimbursement Agreement

The Company has entered into the Expense Support Agreement with the Adviser, pursuant to which the Adviser will pay, on a quarterly basis Other Operating Expenses (as defined below) of the Company on the Company's behalf (each such payment, a "Required Expense Payment" such that Other Operating Expenses of the Company do not exceed 1.50% on annualized basis of the Company's net asset value). "Other Operating Expenses" means the Company's organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company's allocable portion of compensation, overhead (including rent, office equipment and utilities)) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding the Company's Base Management Fees and Incentive Fees owed to the Adviser, financing fees and costs, brokerage commissions, extraordinary expenses and any interest expenses owed by the Company, all as determined in accordance with U.S. GAAP.

The Adviser may elect to pay certain additional expenses of the Company on the Company's behalf. In making a Voluntary Expense Payment, the Adviser will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses). However, no portion of a Voluntary Expense Payment will be used to pay any interest expense or shareholder servicing and/or distribution fees of the Company.

Following any fiscal quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company's shareholders based on distributions declared with respect to record dates occurring in such fiscal quarter, the Company will pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such fiscal quarter have been reimbursed. As a result, no waived amounts may be reimbursed after three years from the date of the respective waiver. Any payments required to be made by the Company are referred to as a "Reimbursement Payment." "Available Operating Funds" means the sum of (i) the Company's net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company's 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 the Company 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).

The amount of the Reimbursement Payment for any fiscal quarter 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 the Company within three years prior to the last business day of such fiscal quarter that have not been previously reimbursed by the Company to the Adviser. However, the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular fiscal 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.

No Reimbursement Payment for any quarter will be made if: (i) the Effective Rate of Distributions Per Share declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, (ii) the Company's Operating Expense Ratio at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relate, or (iii) the Company's Other Operating Expenses at the time of such Reimbursement Payment exceeds 1.50% of the Company's net asset value. For purposes of the Expense Support Agreement, "Effective Rate of Distributions Per Share" means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder servicing fees, and declared special dividends or special distributions, if any. The "Operating Expense Ratio" is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, and interest expense, by the Company's net assets. "Operating Expenses" means all of the Company's operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.

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

Resource Sharing Agreement

The Adviser has entered into a Resource Sharing Agreement with AGL, pursuant to which AGL provides the Adviser with experienced investment professionals and access to the resources of AGL so as to enable the Adviser to fulfill its obligations under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Adviser is able to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of AGL's investment professionals.

Portfolio and Investment Activity

As of December 31, 2025 and 2024, our portfolio had a fair value of approximately $1,355.6 million and $473.1 million, respectively. The following table summarizes our portfolio and investment activity during the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024:

Year ended December 31, 2025

Period from January 18, 2024
(Date of Inception) to December 31, 2024

Total investments, beginning of period

$

473,126

$

-

New investments purchased

1,022,366

474,478

Payment-in-kind interest capitalized

1,135

-

Proceeds from sale of investments and principal repayments

(110,770

)

(2,231

)

Net accretion of discount on investments

2,427

164

Net realized gain (loss) on investment transactions

(36,748

)

-

Net unrealized appreciation (depreciation) from investments

4,105

715

Total investments, end of period

$

1,355,641

$

473,126

Number of portfolio companies at beginning of period

17

-

Number of new portfolio companies

26

17

Number of realized portfolio companies

(3

)

-

Number of portfolio companies at end of period

40

17

The following table is a summary of certain characteristics of our investment portfolio as of December 31, 2025. Weightings are based on the funded par value of each respective investment as of December 31, 2025. All portfolio company information is presented as of the initial origination date of each investment.

As of December 31, 2025

Weighted average net leverage

5.6

x

Weighted average loan-to-value

41.9

%

Weighted average interest coverage

2.0

x

Financial sponsor backed

93.4

%

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from these estimates. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies are integral to understanding our consolidated financial statements. We have identified investment valuation, revenue recognition and income taxes as our most critical accounting estimates.

In addition to the discussion below, our critical accounting policies are further described in the notes to the consolidated financial statements.

Fair Value Measurements

We apply Fair Value Measurements ("ASC 820"), which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement, not an entity-specific measurement. For some assets and liabilities, observable market transactions or market information might be available. For other assets and liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement in both cases is the same-to estimate the price when an orderly transaction to sell the asset or transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instruments and their specific characteristics. Financial instruments with readily available quoted prices, or for which fair value can be measured from quoted prices in active markets, generally will have a higher degree of market price observability and a lesser degree of judgment applied in determining fair value. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these securities.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1-inputs to the valuation methodology are quoted prices available in active markets for identical instruments as of the reporting date. The types of financial instruments included in Level 1 include unrestricted securities, including equities and derivatives, listed in active markets.

Level 2-inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. The type of financial instruments in this category includes less liquid and restricted securities listed in active markets, securities traded in other than active markets, government and agency securities, and certain over-the-counter derivatives where the fair value is based on observable inputs.

Level 3-inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities and certain over-the-counter derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and considers factors specific to the financial instrument.

The majority of our investments are expected to fall within Level 3 of the fair value hierarchy. We do not expect that there will be readily available market values for most of the investments which will be in its portfolio, and we will value such investments at fair value as determined in good faith by the Valuation Designee under the direction of the Board of Trustees using a documented valuation policy, described below, and a consistently applied valuation process. The factors that may be taken into account in pricing the investments at fair value include, as relevant, the nature and realizable value of any collateral, the Portfolio Company's ability to make payments and its earnings and discounted cash flow, and the markets in which the Portfolio Company does business, comparison to publicly traded securities and other relevant factors. Available current market data are considered such as applicable market yields and multiples of publicly traded securities, comparison of financial ratios of peer companies, and changes in the interest rate environment and the credit markets that may affect the price at which similar investments would trade in their principal market, and other relevant factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Valuation Designee will consider the pricing indicated by the external event to corroborate or revise its valuation.

With respect to investments for which market quotations are not readily available, or for which market quotations are deemed not reflective of the fair value, the valuation procedures adopted by our Board of Trustees contemplates a multi-step valuation process each quarter, as described below:

(1)
Our quarterly valuation process begins with each Portfolio Company or investment being initially valued by the professionals of our Adviser, the Valuation Designee;
(2)
From time-to-time we engage a third-party valuation agent to provide independent valuations of the investments for which market quotations are not readily available, or are readily available but deemed not reflective of the fair value of an investment. The third-party valuation agent independently values such investments using quantitative and qualitative information provided by the investment professionals of our Adviser as well as any market quotations obtained from independent pricing services, brokers, dealers or market dealers. The third-party valuation agent also provides analyses to support their valuation methodology and calculations. The third-party valuation agent provides an opinion on a final range of values on such investments to the Valuation Designee. The third-party valuation agent defines fair value in accordance with ASC 820 and utilizes valuation techniques including the market approach, the income approach or both;
(3)
The third-party valuation agent's preliminary valuations are reviewed by our Adviser, in its capacity as the Valuation Designee. The third-party valuation agent's ranges are compared to our Adviser's valuations to ensure our Adviser's valuations are reasonable;
(4)
The Valuation Designee determines the valuations of our investments in good faith within the meaning of the 1940 Act, including consideration of the input from the third-party valuation agent, and provides the valuation determinations to the Audit Committee of our Board of Trustees;
(5)
The Audit Committee of our Board of Trustees reviews valuation information provided by the Valuation Designee. The Audit Committee then discusses such valuation determinations; and
(6)
Our Board of Trustees discusses the valuation determinations of the Valuation Designee and determines whether such fair values have been arrived at in conformity with our valuation policy and procedure.

In connection with issuances of Common Shares on dates occurring mid-quarter, our NAV is determined by our Adviser, acting under delegated authority from, and subject to the supervision of, our Board of Trustees and in accordance with procedures adopted by our Board of Trustees.

Investments

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

As of December 31, 2025

As of December 31, 2024

Cost/Amortized
Cost

Fair Value

% of Investments at Fair Value

Cost/Amortized
Cost

Fair Value

% of Investments at Fair Value

Aerospace & Defense

$

101,363

$

102,013

7.6

%

$

59,161

$

59,161

12.5

%

Automobile Components

24,781

25,000

1.8

24,754

24,754

5.2

Commercial Services & Supplies

59,726

60,572

4.5

-

-

-

Containers & Packaging

23,670

23,760

1.8

-

-

-

Diversified Consumer Services

102,751

103,133

7.6

-

-

-

Diversified Financial Services

58,435

58,435

4.3

-

-

-

Electrical Equipment

63,412

64,025

4.7

-

-

-

Energy Equipment & Services

27,653

27,653

2.0

-

-

-

Health Care Equipment & Supplies

44,927

43,750

3.2

-

-

-

Health Care Providers & Services

111,125

111,598

8.2

13,580

13,580

2.9

Health Care Technology

157,982

158,976

11.7

99,402

99,402

21.0

Hotels, Restaurants & Leisure

20,213

20,236

1.5

-

-

-

Insurance

76,743

77,108

5.7

32,194

32,194

6.8

IT Services

63,241

63,363

4.7

-

-

-

Machinery

68,320

68,606

5.1

19,656

19,656

4.2

Paper & Forest Products

-

-

-

22,810

23,525

5.0

Personal Care Products

24,797

24,688

1.8

-

-

-

Professional Services

15,450

15,576

1.1

15,565

15,565

3.3

Semiconductors & Semiconductor Equipment

42,786

43,323

3.2

44,582

44,582

9.4

Software

211,348

211,518

15.6

114,464

114,464

24.2

Specialty Retail

52,065

52,308

3.9

26,243

26,243

5.5

Total

$

1,350,788

$

1,355,641

100.0

%

$

472,411

$

473,126

100.0

%

The following table shows the portfolio composition by geographic region at cost/amortized cost and fair value as a percentage of total investments in portfolio companies as of December 31, 2025 and December 31, 2024. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which may not be indicative of the primary source of the portfolio company's business.

As of December 31, 2025

As of December 31, 2024

Cost/Amortized
Cost

Fair Value

% of Investments at Fair Value

Cost/Amortized
Cost

Fair Value

% of Investments at Fair Value

United States

$

1,291,499

$

1,295,805

95.6

%

$

413,250

$

413,965

87.5

%

United Kingdom

59,289

59,836

4.4

59,161

59,161

12.5

Total

$

1,350,788

$

1,355,641

100.0

%

$

472,411

$

473,126

100.0

%

Results of Operations

Operating results for the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024 were as follows:

Year ended December 31, 2025

Period from January 18, 2024
(Date of Inception) to December 31, 2024

Total investment income

$

86,495

$

7,388

Net expenses

49,372

4,830

Net investment income

37,123

2,558

Net realized gain (loss) on investment transactions

(36,691

)

-

Net realized gain (loss) on extinguishment of debt

(211

)

-

Net change in unrealized appreciation (depreciation) on investment transactions

4,047

715

Net increase (decrease) in net assets resulting from operations

$

4,268

$

3,273

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, and changes in unrealized appreciation on the investment portfolio. During the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, we recorded a realized loss of $211 and $0, respectively, related to the early extinguishment of debt following a reduction in the maximum borrowing amount under the SocGen Subline Facility. This reduction, effective July 7, 2025, represented a pro rata portion of the unamortized deferred financing costs and contributed to the net increase (decrease) in assets for the period. We completed our acquisition of initial loans and commitments and commenced operations on October 21, 2024.

Investment Income

Investment income for the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, was as follows:

Year ended December 31, 2025

Period from January 18, 2024
(Date of Inception) to December 31, 2024

Interest income

$

84,482

$

7,388

Payment-in-kind interest income

1,398

-

Fee income

615

-

Total investment income

$

86,495

$

7,388

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, total investment income was $86.5 million and $7.4 million, respectively, driven primarily by increased deployment of capital. The size of our investment portfolio at fair value was $1,355.6 million as of December 31, 2025 compared with $473.1 million as of December 31, 2024. As of December 31, 2025 and 2024, the weighted average contractual interest rates on our performing debt investments were approximately 8.7% and 9.0%, respectively.

Expenses

Expenses for the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, were as follows:

Year ended December 31, 2025

Period from January 18, 2024
(Date of Inception) to December 31, 2024

Interest and other financing expenses

$

38,848

$

3,887

Base management fees

4,344

263

Incentive Fee on income

5,303

365

Capital gain incentive fees

30

89

Organizational costs

-

2,727

Offering costs

765

188

Administrative service fees

3,751

829

Professional fees

3,170

1,332

Board of trustee fees

474

284

Other general expenses

2,637

1,200

Total expenses before fee waiver and expense reimbursement

59,322

11,164

Capital gain incentive fee waived

(30

)

(89

)

Expense reimbursement

(9,920

)

(6,245

)

Net expenses

$

49,372

$

4,830

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, net expenses were $49.4 million and $4.8 million, respectively, primarily attributable to interest and other financing expenses and management, incentive and administrative service fees, partially offset by expense reimbursement from our Adviser.

Interest and other financing expenses

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, total interest expense (including unused fees, and amortization of deferred financing costs) was $38.8 million and $3.9 million, respectively. The increase in total interest expense was driven by a higher weighted average debt outstanding of $551.3 million and $253.2 million, respectively.

Base Management Fees

The Base Management Fee is calculated at an annual rate of 1.25% of the average value of our net assets at the end of the two most recently completed calendar quarters. The Adviser may, in its discretion, defer payment of the Base Management Fee, without interest, to any subsequent quarter. Base Management Fees for any partial quarter are prorated based on the number of days in the quarter.

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, Base Management Fees were $4.3 million and $0.3 million, respectively.

Incentive Fee on Income

The Incentive Fee on income is calculated and payable quarterly in arrears based on our "Pre-Incentive Fee Net Investment Income" for the immediately preceding quarter.

"Pre-Incentive Fee Net Investment Income" defined as interest income, dividend income and any other income (including any other fees, other than fees for providing managerial assistance, such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses for the quarter (including the Base Management Fee, expenses payable to the Administrator under the Administration Agreement and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee and any servicing fees and/or distribution fees paid to broker dealers). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount debt instruments with PIK interest and zero coupon securities), accrued income that we have not yet received in cash. Pre-incentive fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. For purposes of computing our pre incentive fee net investment income, the calculation

methodology will look through total return swaps as if we owned the referenced assets directly. The Adviser is not obligated to return to us the Incentive Fee it receives on PIK interest that is later determined to be uncollectable in cash.

The Incentive Fee on income for each quarter is calculated as follows:

No Incentive Fee on income in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed 1.75%, or 7.00% annualized, on net assets (the "Hurdle Rate");
100% of Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than or equal to 2.00% in any calendar quarter (8.00% annualized), which portion of the Incentive Fee on income is referred to as the "catch up" and is intended to provide the Adviser with an incentive fee of 12.50% on all of Pre-Incentive Fee Net Investment Income when Pre-Incentive Fee Net Investment Income reaches 2.00% (8.00% annualized) in any calendar quarter; and
For any quarter in which Pre-Incentive Fee Net Investment Income exceeds 2.00% (8.00% annualized), the Incentive Fee on income equals 12.50% of the amount of Pre-Incentive Fee Net Investment Income, as the hurdle rate and catch-up will have been achieved.

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, the Incentive Fee on income incurred by us was $5.3 million and $0.4 million, respectively.

Incentive Fee on Capital Gains

We will pay the Adviser an Incentive Fee on Capital Gains calculated and payable in arrears in cash as of the end of each calendar year or upon the termination of the Investment Advisory Agreement in an amount equal to 12.50% of our realized capital gains, if any, on a cumulative basis from the date of its election to be regulated as a BDC through the end of a given calendar year or upon the termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains.

The Capital Gain Incentive Fees is calculated on a cumulative basis through the end of each calendar year or the termination of the Investment Advisory Agreement. However, in accordance with U.S. GAAP, we are required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis, as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. If the Capital Gain Incentive Fee Base, adjusted as required by U.S. GAAP to include unrealized capital appreciation, is positive at the end of a period, then U.S.GAAP requires us to accrue a capital gain incentive fee equal to 12.5% of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid and capital gain incentive fees accrued under U.S. GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under U.S. GAAP in a given period results in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period.

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, Capital Gain Incentive fees were approximately $30 thousand and $89 thousand, respectively. The Adviser has agreed to partially waive certain capital gain incentive fees, and for the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, Capital Gain Incentive fees waived were approximately $30 thousand and $89 thousand, respectively.

Organization and Offering costs

Organization costs include expenses incurred in our initial formation. For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, organization costs were $0 and $2,727, respectively. Offering costs of $0.8 million and $0.2 million, respectively, were expensed during the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024.

Expense support

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, we recognized $9.9 million and $6.2 million, respectively, in expense support from the Adviser pursuant to the Expense Support Agreement. Such expenses may be subject to reimbursement from us to the Adviser in the future in accordance with the Expense Support Agreement. As of December 31, 2025, the Advisor has elected to permanently waive its right to reimbursement of $3.5 million under the Expense Support Agreement.

Net Realized Gain (Loss) and Unrealized Appreciation (Depreciation)

Net realized gain (loss) and unrealized appreciation (depreciation) for the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024 was comprised of the following:

Year ended December 31, 2025

Period from January 18, 2024
(Date of Inception) to December 31, 2024

Net realized gain (loss) on investments

$

(36,748

)

$

-

Net realized gain (loss) on foreign currency transactions

57

-

Net realized gain (loss) on investment transactions

$

(36,691

)

$

-

Net unrealized appreciation on investments

$

5,510

$

715

Net unrealized (depreciation) on investments

(1,405

)

-

Net unrealized appreciation (depreciation) foreign currency translation

(58

)

-

Net unrealized gain (loss) on investment transactions

$

4,047

$

715

Net realized gain (loss) on extinguishment of debt

$

(211

)

$

-

For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, we had net realized loss of $(36.7) million and $0, respectively. For the year ended December 31, 2025 and for the period from January 18, 2024 (Date of Inception) to December 31, 2024, we had net realized gain on foreign currency translation of $57 thousand and $0, respectively.

For the year ended December 31, 2025, we recognized gross unrealized appreciation on investments of $5.5 million and a gross unrealized depreciation of $(1.4) million on investments. For the year ended December 31, 2025, we had net unrealized depreciation on foreign currency translation of $58 thousand.

For the period from January 18, 2024 (Date of Inception) to December 31, 2024, we recognized gross unrealized appreciation on
investments of $715 thousand, with no gross unrealized depreciation.

For the year ended December 31, 2025, we recognized a realized loss on extinguishment of debt of $(211) thousand, while there were none for the period from January 18, 2024 (Date of Inception) to December 31, 2024.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from (i) the net proceeds of the Offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. Our primary uses of cash are for (i) investments in accordance with our investment objective and strategy; (ii) general corporate purposes; and (iii) payment of operating expenses, including management and administrative services fees and other expenses such as due diligence expenses relating to potential new investments.

Our liquidity and capital resources are generated and generally available through our continuous offering of Common Shares, our Borrowings (as defined in Note 6 to the consolidated financial statements), as well as from cash flows from operations, investment sales and receipt of investment principal and interest payments.

Debt

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. As of December 31, 2025, the maximum aggregate capacity on all of our facilities was $1.3 billion, with total borrowings outstanding of $863.2 million. As of December 31, 2024, the maximum aggregate capacity on all of our facilities was $850.0 million, with total borrowings outstanding of $391.2 million. Future borrowings under these facilities are subject to various covenants, including, but not limited to, leverage and borrowing base restrictions. 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 shares, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred shares, is at least 150%. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage.

As of December 31, 2025 and December 31, 2024, we were in compliance with the terms of our debt arrangements.

As of December 31, 2025 and December 31, 2024, we had an aggregate principal amount of $863.2 million and $391.2 million, respectively, of debt outstanding under all of our borrowing facilities. We believe that our current cash and cash equivalents on hand, our available borrowing capacity under all of our borrowing facilities and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations in the near term.

SocGen ABL Facility: On October 18, 2024, PCIF Vigilant Funding LLC ("PCIF Vigilant"), our direct wholly-owned subsidiary, as borrower, and we, as equity holder and servicer, entered into a credit facility (the "SocGen ABL Facility") for revolving and term loans pursuant to a Loan and Servicing Agreement (the "Loan Agreement"), with the lenders from time to time party thereto, Société Générale, as administrative agent, and U.S. Bank, National Association, as collateral agent, collateral administrator, and document custodian. The SocGen ABL Facility allowed us to borrow in an aggregate amount of up to $300.0 million, subject to leverage and borrowing base restrictions, with a stated maturity date of October 18, 2029. All capitalized terms used herein are as defined under the SocGen ABL Facility.

Loans under the SocGen ABL Facility initially bear interest at the applicable base rate plus 2.15% during the revolving period and thereafter, 2.50%, subject to a step-up of 2.00% following the occurrence of an Event of Default. The base rate under the Loan Agreement is (i) term CORRA plus 0.32138% with respect to any advances denominated in Canadian dollars, (ii) the Euro Interbank Offered Rate with respect to any advances denominated in Euros, (iii) daily simple Sterling Overnight Index Average with respect to any other advances denominated in U.K. pound sterling, and (viii) term SOFR with respect to advances denominated in U.S. dollars.

From the date of execution of the SocGen ABL Facility until the nine-month anniversary thereof, no daily commitment fee was incurred. During the remaining life of the SocGen ABL Facility, we will pay an annual non-use fee of 1.00%, accruing on the portion of the undrawn commitment that is greater than 65.00% of the total commitment under the SocGen ABL Facility and 0.50% per annum, accruing on the portion of the undrawn commitment that is less than or equal to 65.00% of the total commitment under the SocGen ABL Facility.

The Loan Agreement includes an accordion provision to permit increases to the total facility amount up to a maximum of $500.0 million, subject to the satisfaction of certain conditions to borrow. Proceeds from loans made under the SocGen ABL Facility may be used for PCIF Vigilant's general corporate purposes, to fund collateral obligations acquired by PCIF Vigilant, to pay certain fees and expenses and to make distributions to us, subject to certain conditions set forth in the Loan Agreement.

On February 26, 2025, we entered into Amendment No. 3 to the SocGen ABL Facility (the "Amendment No. 3 to SocGen ABL Facility"). The Amendment No. 3 to SocGen ABL Facility provided for, among other things, an increase in the aggregate commitments of the lenders under the SocGen ABL Facility from $300.0 million to $400.0 million and revised the margin applicable to borrowings under the facility during the revolving period from 2.15% to 2.05%, subject to a step-up of 2.00% following the occurrence of an event of default.

On May 1, 2025, we entered into Amendment No. 4 to the SocGen ABL Facility (the "Amendment No. 4 to SocGen ABL Facility"). The Amendment No. 4 to SocGen ABL Facility provided for, among other things, an extension of the Facility Termination Date of the SocGen ABL Facility from October 18, 2029 to October 18, 2032 and revises the margin applicable to borrowings under the SocGen ABL Facility from 2.50% after the expiration of the revolving period to 2.50% after the expiration of the revolving period until October 18, 2029, and 3.0% thereafter.

On October 23, 2025, we entered into that certain Amendment No. 5 to the SocGen ABL Facility (the "Amendment No. 5 to SocGen ABL Facility"). The Amendment No. 5 to SocGen ABL Facility provides for, among other things, an increase in the aggregate commitments of the lenders under the SocGen ABL Facility from $400.0 million to $500.0 million, a revision of the margin applicable to borrowings under the facility from 2.05% to 1.90% during the revolving period, and from 2.50% to 2.25% after the revolving period, and an extension of each of the revolving period and the facility maturity date by one year.

The SocGen ABL Facility is secured by all of the assets held by PCIF Vigilant. The SocGen ABL Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for loan facilities of this nature.

We may borrow amounts in U.S. dollars or certain other currencies. As of December 31, 2025, we had outstanding debt denominated in Euros (EUR) $10.6 million on the SocGen ABL Facility, included in the outstanding principal amount in the table below. As of December 31, 2024, we had no outstanding debt denominated in foreign currencies on the SocGen ABL Facility, included in the outstanding principal amount in the table below.

As of December 31, 2025 and December 31, 2024, we had outstanding debt of $454.3 million and $208.6 million, respectively, under the SocGen ABL Facility.

SocGen Subline Facility: On October 18, 2024, we entered into a revolving credit facility (the "SocGen Subline Facility"), among us, as borrower, the lenders from time to time party thereto and Société Générale, as administrative agent, sole lead arranger and letter of credit issuer. All capitalized terms used herein are as defined under the SocGen Subline Facility.

The SocGen Subline Facility provides for borrowings in U.S. dollars, Euro, Sterling, Canadian dollars and such other currencies to be mutually agreed in an initial aggregate amount of up to $250.0 million with an option for us to request, at one or more times, that existing and/or new lenders, at their election, provide up to $500.0 million.

Availability under the SocGen Subline Facility will terminate on the earlier of October 17, 2025 (the "Stated Maturity Date"), which may be extended for an additional period of up to 364 days, subject to the consent of the administrative agent and extending lenders, and the date of termination of the revolving commitments thereunder.

Borrowings under the SocGen Subline Facility are subject to compliance with a borrowing base test. Amounts drawn under the SocGen Subline Facility in (a) U.S. dollars bear interest at a rate per annum equal to: (i) with respect to Daily Simple SOFR loans, Daily Simple SOFR plus 2.45%, (ii) with respect to Term SOFR loans, Term SOFR plus 2.45% and (iii) with respect to reference rate loans, reference rate plus 1.45%, (b) Euros bear interest at a rate per annum equal to EURIBOR plus 2.45%, (c) Sterling bear interest at a rate per annum equal to Daily Simple SONIA plus 0.0326% plus 2.45%, and (d) Canadian dollars bear interest at a rate per annum equal to (i) with respect to Term CORRA loans with a 1-month interest period, Term CORRA plus 0.29547% plus 2.45% and (ii) with respect to Term CORRA loans with a 3-month interest period, Term CORRA plus 0.32138% plus 2.45%, in each case subject to a floor of 0.0%. However, at any time no single investor accounts for greater than 50% of the borrowing base, the applicable margin will be reduced to: (b)(i) with respect to any loan (other than a reference rate loan), 2.30% per annum and (ii) with respect to any reference rate loan, 1.30% per annum.

Our obligations under the SocGen Subline Facility are secured by our ability to call capital from certain of its investors, the capital commitments and capital contributions of such investors and the bank accounts into which such capital contributions are funded.

During the period commencing on the Effective Date and ending on the earlier of the Stated Maturity Date and the date of termination of the revolving commitments under the SocGen Subline Facility, we will pay a non-use fee of 30 basis points (0.30%) per annum, payable quarterly in arrears based on the average daily unused amount of the commitments then available thereunder.

On July 3, 2025, we requested a reduction of the maximum borrowing amount under the SocGen Subline Facility from $250.0 million to $150.0 million. The effective date of such reduction was July 7, 2025. The reduction resulted in a realized loss on the early extinguishment of debt of $0.2 million for the year ended December 31, 2025, such amount representing a pro rata portion of the unamortized deferred financing costs on the effective date of the reduction.

On September 17, 2025, we entered into an amendment to the SocGen Subline Facility (the "Amendment to SocGen Subline Facility"). Among other things, the parties have agreed in the Amendment to SocGen Subline Facility to extend the stated maturity date of the SocGen Subline Facility from October 17, 2025, to September 16, 2026 and to reduce the pricing on the SocGen Subline Facility to (a) at any time when the dollar equivalent of the principal obligations is less than 50% of the maximum commitment amount as of such date (i) with respect to any loan (other than a reference rate loan), an annual rate of 2.20% and (ii) with respect to any reference rate loan, an annual rate of 1.20%, and (b) at any time when the dollar equivalent of the principal obligations is greater than or equal to 50% of the maximum commitment amount as of such date (i) with respect to any loan (other than a reference rate loan), an annual rate of 2.05% and (ii) with respect to any reference rate loan, an annual rate of 1.05%. By its terms, the Amendment also obligates the Fund to pay an annual extension fee equal to 0.25% of the commitment amount of each extending lender, with such extension fee to be pro-rated for the period from October 17, 2025, through the new stated maturity date.

As of December 31, 2025 and December 31, 2024, we had outstanding debt of $0 and $120.6 million, respectively, under the SocGen Subline Facility.

Natixis Revolving Credit Facility: On December 20, 2024, we entered into a revolving credit facility (the "Natixis Revolving Credit Facility"), with the lenders party thereto, Natixis, New York Branch, as administrative agent, and U.S. Bank Trust Company, National Association, as custodian. The Natixis Revolving Credit Facility will mature on December 20, 2029, unless terminated earlier in accordance with the Natixis Revolving Credit Facility. The Natixis Revolving Credit Facility allows us to borrow in an aggregate amount of up to $300.0 million, subject to leverage and borrowing base restrictions. All capitalized terms used herein are as defined under the Natixis Revolving Credit Facility.

Loans under the Natixis Revolving Credit Facility bore interest at (i) for Alternate Base Rate Loans, the greatest of (a) Prime, (b) NYFRB Rate plus 0.50%, and (c) Term SOFR plus 1.00% (however, in no case less than 1.00%), each adjusted by a further 0.90% credit spread, (ii) for Risk Free Rate Loans, the greater of (a) SONIA plus 0.1193% and (b) 0.00%, each adjusted by a further 1.90% credit spread, (iii) for Term Benchmark Loans denominated in Euros, the EURIBOR Screen Rate multiplied by the Statutory Reserve Rate, plus 1.90%, (iv) for Term Benchmark Loans denominated in United States dollars, Term SOFR, plus 1.90%, and (v) for Term Benchmark Loans denominated in Canadian dollars, Term CORRA, plus 1.90%. We will pay a non-use fee of 0.375% per annum, accruing on the portion of the undrawn commitment accruing on the portion of the undrawn commitment of the total commitment under the Natixis Revolving Credit Facility.

The Natixis Revolving Credit Facility is secured by all of the principal amount of investments we hold that are not otherwise pledged under any of our other credit facilities. The Natixis Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for credit facilities of this nature.

As of December 31, 2025 and December 31, 2024, we had outstanding debt of $217.7 million and $62.0 million, respectively, under the Natixis Revolving Credit Facility.

Natixis ABL Facility: On June 20, 2025, PCIF Defender, entered into a credit facility (the "Natixis ABL Facility") for revolving and term loans pursuant to a credit agreement, by and among PCIF Defender, as borrower, the lenders from time to time party thereto, Natixis, New York Branch, as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent, collateral administrator and information agent and U.S. Bank National Association, as collateral custodian and custodian (the "Credit Agreement"). All capitalized terms used herein are as defined under the Natixis ABL Facility.

Borrowings under the Natixis ABL Facility initially bear interest at the applicable base rate plus 1.95%, subject to a step-up of 2.00% following the occurrence of an Event of Default. The base rate under the Natixis ABL Facility is (a) for certain loans financed through the issuance of commercial paper, the Cost of Funds Rate and (b) for all other loans, the applicable Term SOFR rate; provided that, with respect to clause (a), no lender will utilize the Cost of Funds Rate without the prior consent of PCIF Defender.

The initial maximum principal amount under the Natixis ABL Facility is $250.0 million, and the Natixis ABL Facility includes an accordion provision to permit increases to the total facility amount, subject in each case to the satisfaction of certain conditions. Proceeds from loans made under the Natixis ABL Facility may be used for PCIF Defender's general corporate purposes, to fund collateral obligations acquired by PCIF Defender, to pay certain fees and expenses and to make distributions to us, subject to certain conditions set forth in the Natixis ABL Facility.

On December 8, 2025, we entered into Amendment No. 1 to the Natixis ABL Facility (the "Amendment No. 1 to Natixis ABL Facility"). The Amendment No. 1 to Natixis ABL Facility provides for, among other things, an increase in the aggregate commitments of the lenders under the Credit Agreement from $250.0 million to $350.0 million, and a revision of the margin applicable to borrowings in excess of the initial $250.0 million commitment under the Credit Agreement from 1.95% per annum to 1.90% per annum.

Loans made under the Natixis ABL Facility mature on June 20, 2035.

The Natixis ABL Facility is secured by all of the assets held by PCIF Defender. The Natixis ABL Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for loan facilities of this nature.

As of December 31, 2025 and December 31, 2024, we had outstanding debt of $191.3 million and $0, respectively, under the Natixis ABL Facility.

For further details, see Note 6 "Borrowings" to our consolidated financial statements for information on our debt.

Cash Equivalents

Cash equivalents include highly liquid investments, including money market funds, not held for resale with original maturities of three months or less.

Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents includes amounts in reserve to fund draws on our credit borrowing facilities.

Net Assets

As of December 31, 2025 and December 31, 2024, our total net assets were $533.0 million and $220.8 million, respectively, and the net asset value per share was $23.40 and $25.21, respectively.

For further details, see Note 8 "Net Assets" to our consolidated financial statements for information on our Net Assets.

Equity Activity

On May 29, 2024, AGL contributed $10 thousand ($25 per share) of capital to us in exchange for 400 Common Shares. As of December 31, 2025 and December 31, 2024, we had aggregate capital commitments with third-party investors of $1.3 billion and $1.0 billion, respectively.

The following table summarizes equity activity for the year ended December 31, 2025:

Activity

Share Issuance Date

Common Shares Issued

NAV per share

Proceeds

Dividend Reinvestment

1/28/2025

159

$

25.39

$

4

Capital Contribution

3/27/2025

1,991,239

25.11

50,000

Dividend Reinvestment

4/30/2025

404

25.07

10

Capital Contribution

6/17/2025

3,998,401

25.01

100,000

Dividend Reinvestment

7/30/2025

451

25.32

12

Capital Contribution

9/24/2025

5,889,520

24.62

145,000

Dividend Reinvestment

10/30/2025

673

24.40

16

Capital Contribution

12/29/2025

2,139,495

23.37

50,000

Total

14,020,342

$

345,042

Share Repurchase Program

We are a non-exchange traded, perpetual-life BDC, which is a BDC whose shares of beneficial interest are not listed - and are not expected in the future to be listed - on a stock exchange or other securities market. In addition, our strategy does not contemplate the future winding up or liquidation of the Company. As such, we use the term "perpetual-life BDC" to describe an investment vehicle of indefinite duration, whose shares of beneficial interest are intended to be sold by the BDC on a continuous basis at a price equal to the BDC's NAV per share. In our perpetual-life structure, we may offer investors an opportunity to repurchase their Common Shares on a quarterly basis at NAV, but we are not obligated to offer to repurchase any Common Shares in any particular quarter in our discretion. We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce the risk of us being a forced seller of assets in market downturns compared to non-perpetual funds.

As noted above, we do not intend to pursue a liquidity event. In the event the Board does elect to pursue a liquidity event, each investor will be required to agree to cooperate with the Company and take all actions, execute all documents and provide all consents as may be reasonably necessary or appropriate to consummate an IPO or exchange listing, it being understood that the Company may, without obtaining the consent of any investors, make modifications to the Company's constitutive documents, capital structure and governance arrangements so long as, in the reasonable opinion of the Board, (x) the economic interests of the investors are not materially diminished or materially impaired, (y) such modifications are consistent with the requirements applicable to BDCs under the 1940 Act and (z) such modifications are not inconsistent with the provisions set forth in this Memorandum.

Beginning no later than October 21, 2028, and at the discretion of the Board, we intend to commence the Share Repurchase Program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (either by number of shares or aggregate NAV, as determined by the Board) as of the close of the previous calendar quarter. The Board may amend or suspend the Share Repurchase Program at any time if in its reasonable judgment it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each repurchase 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 expect to repurchase shares pursuant to quarterly share repurchases using a purchase price equal to the NAV per share as of the Valuation Date. Shareholders should keep in mind that if they tender Common Shares in a repurchase offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered Common Shares, we may repurchase such Common Shares subject to the Early Repurchase Deduction. The Early Repurchase Deduction will be retained by us for the benefit of remaining holders of Common Shares. This Early Repurchase Deduction will also generally apply to minimum account repurchases, discussed above in "Share Repurchase Program."

In the event the amount of Common Shares tendered for repurchase exceeds the repurchase offer amount, Common Shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly repurchase offer, or upon the recommencement of the Share Repurchase Program, as applicable.

The majority of our assets will consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. In order to provide liquidity for Share repurchases, we intend to generally maintain under normal circumstances an allocation to syndicated loans, which will generally be liquid. We may fund repurchase requests from sources other than cash flow from operations, including the sale of assets, borrowings, return of capital or offering proceeds, and although we generally expect to fund distributions from cash flow from operations, we have not established limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our Common Shares is in the best interests of us as a whole, then we may choose to offer to repurchase fewer Common Shares than described above, or none at all.

Following the fourth (4th) anniversary of the Initial Closing, if for a period of eight consecutive quarters we do not conduct Common Shares repurchases pursuant to the Share Repurchase Program in which we satisfy the lesser of: (i) 100% of share repurchase requests and (ii) share repurchase requests amounting to 5% of our Common Shares outstanding, we will commence a Reinvestment Pause Period during which we will not reinvest loan repayment proceeds and we will cause excess capital in the Company to be returned to investors quarterly on a pro rata basis. Such Reinvestment Pause Period will continue until we have satisfied the lesser of: (i) 100% of share repurchase requests and (ii) share repurchase requests amounting to 5% of our Common Shares outstanding, in a subsequent quarter, after which we will return to reinvesting loan repayment proceeds and the retention of excess capital.

If we undergo a listing or merge into a listed company, in accordance with the terms of the Subscription Agreement pertaining to the private placement, investors will be required to agree to certain lockup and manner-of-sale restrictions with respect to their Common

Shares. In particular, shareholders would be restricted from transferring any Common Shares for 180 days. The lock-up would apply to all Common Shares acquired prior to such listing or merger but would not apply to any shares acquired after and pursuant to the Company's "opt out" DRIP. If the Company undergoes a listing, no failure to repurchase Common Shares pursuant to the Share Repurchase Program will trigger a Reinvestment Pause Period.

Distributions

Our Board intends to declare and pay distributions on a quarterly basis.

Distribution Reinvestment Plan

We have adopted an "opt out" DRIP pursuant to which shareholders can elect to "opt out" in their Subscription Agreements. The details of the DRIP are discussed under "Item 1. Financial Statements-Notes to Financial Statements-Note 8. Net Assets."

Investment Advisory Agreement

We are externally managed by the Adviser pursuant to an Investment Advisory Agreement between us and the Adviser. Subject to the overall supervision of the Board, the Adviser is responsible for our overall management and affairs and has full discretion to invest our assets in a manner consistent with our investment objectives.

Under the Investment Advisory Agreement, we pay the Adviser (i) a Base Management Fee and (ii) an Incentive Fee as compensation for the investment advisory and management services the Adviser provides to us. The fees that are payable under the Investment Advisory Agreement for any partial period are appropriately prorated.

Base Management Fee

The Base Management Fee is calculated at an annual rate of 1.25% of the average value of our net assets at the end of the two most recently completed calendar quarters. The Adviser may, in its discretion, defer payment of the Base Management Fee, without interest, to any subsequent quarter. Base Management Fees for any partial quarter are prorated based on the number of days in the quarter.

Incentive Fee

We will pay the Adviser an Incentive Fee consisting of two parts. The details of the Incentive Fee are discussed under "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations-Expenses-Incentive Fee on Income" and "-Incentive Fee on Capital Gains."

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the Investment Advisory Agreement, Administration Agreement, Expense Support Agreement and Resource Sharing Agreement.

In addition to these agreements, we and the Adviser have been granted the Order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. We have filed an application for a new exemptive relief to apply for more flexible co-investment conditions which, if granted, would supersede the Order with respect to negotiated co-investment transactions alongside certain regulated funds and Affiliated Funds. There can be no assurance that we will obtain such new exemptive relief from the SEC. Additionally, affiliates of the Abu Dhabi Investment Authority ("ADIA") have investments in us and the Adviser. As such, ADIA has an indirect interest in a portion of the fees paid by us to the Adviser.

Recent Developments

Distributions

On January 29, 2026, we paid a distribution from taxable earnings, which may include a return of capital and/or capital gains, in an amount equal to $0.62 per share. The distribution was declared on December 22, 2025, to shareholders of record on December 22, 2025.

Additional Investments

Subsequent to December 31, 2025, we committed to the following additional investment transactions, representing aggregate commitments of approximately $77.0 million. These investments carry a weighted average spread of 4.7% and a weighted average loan-to-value ratio of 43.4%, based upon portfolio company financial statements.

Investments

Reference Rate and Spread

Acquisition
Date

Maturity
Date

Commitment ($)

Initial Funded Par ($)

Non-controlled/Non-affiliated

Debt investments

Insurance

Galway Borrower LLC

SOFR + 4.50%

2/23/2026

9/29/2028

$

1,241

$

-

Trading Companies & Distributors

Radwell Parent, LLC

SOFR + 4.75%

3/2/2026

4/1/2030

50,000

-

Software

Apple BidCo Holdings, Inc.

SOFR + 4.50%

1/22/2026

1/22/2033

25,750

18,040

Total debt investments

$

76,991

$

18,040

AGL Enhanced PC Income I LLC ("AGL EPCI I")

On March 9, 2026, we and certain vehicles managed by Vintage Strategies at Goldman Sachs Alternatives ("Vintage Strategies") entered into an amended and restated limited liability company agreement for AGL EPCI I (the "LLC Agreement"), an unconsolidated entity. We and Vintage Strategies will invest up to $300 million in the aggregate in AGL EPCI I, with us investing up to $75 million and Vintage Strategies investing up to $225 million. In addition, the AGL EPCI I has secured $250 million in third-party debt financing, which it expects to execute on March 23, 2026. It is expected that AGL EPCI I will be principally focused on U.S. senior secured, corporate direct lending, consistent with our core origination strategy.

Critical Accounting Policies

There have been no material changes to our critical accounting policies discussed in the Registration Statement. Our critical accounting policies should be read in connection with the risk factors described in the Registration Statement.

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in "Item 1A. - Risk Factors" of the Registration Statement.

Contractual Obligations

On October 11, 2024, we entered into the Investment Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. We have entered into the Expense Support Agreement with the Adviser to provide us with support with respect to certain expenses and subject to reimbursement. Payments for investment advisory services under the Investment Advisory Agreements and reimbursements under the Administration Agreement are described in Item 1. Financial Statements-Notes to Financial Statements-Note 3. Agreements and Related Party Transactions."

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

Off-Balance Sheet Arrangements

Other than contractual commitments to make loans in the future, as noted below, and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financing or liabilities.

Commitments

We have commitments to fund various first lien senior secured revolving and delayed draw loans. See Note 7 to the consolidated financial statements for information on Commitments and Contingencies.

AGL Private Credit Income Fund LP published this content on March 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 12, 2026 at 19:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]