Lord Abbett Private Credit Fund 1 LP

08/13/2026 | Press release | Distributed by Public on 08/13/2026 11:47

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

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

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Except as otherwise specified, references to "we," "us," "our," or the "Company" refer to Lord Abbett Private Credit Fund.

OVERVIEW

We were formed on November 27, 2023, as a Delaware limited partnership named Lord Abbett Private Credit Fund 1, LP. On August 30, 2024, we converted to a Delaware statutory trust and were renamed Lord Abbett Private Credit Fund. We are a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We are externally managed by the Adviser, which manages our day-to-day operations and provides us with investment advisory services pursuant to the terms of the Advisory Agreement. The Adviser is registered as an investment adviser with the SEC. The Company has elected, and intends to qualify annually, to be treated for U.S. federal income tax purposes as a regulated investment company ("RIC") as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code").

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

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

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

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

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

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

Revenue

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

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. The Administrator or its affiliates will bear all fees, costs, and expenses incurred that are not assumed by the Company. We will bear the following costs and expenses of our operations, administration and transactions, including, but not limited to (1) investment advisory fees, including the Base Management Fee and Incentive Fee, to the Adviser, pursuant to the Advisory Agreement; (2) Administration fee ("Administration Fee") to the Administrator, pursuant to the Administration Agreement; and (3) other expenses of the Company's operations and transactions listed in "Item 1. Business - Expenses" in our Form 10-K filing.

Expense Support and Conditional Reimbursement Agreement

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

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

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

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

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

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

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

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

For the Quarter Ended Required Expense
Payments by
Adviser
Required
Reimbursement
Payments to Adviser
Unreimbursed
Expense Payments
Reimbursement Eligibility
Expiration
March 31, 2024 $ 232 $ - $ 232 March 31, 2027
June 30, 2024 832 - 832 June 30, 2027
September 30, 2024 572 - 572 September 30, 2027
December 31, 2024 949 - 949 December 31, 2027
March 31, 2025 353 - 353 March 31, 2028
June 30, 2025 280 - 280 June 30, 2028
September 30, 2025 680 - 680 September 30, 2028
December 31, 2025 2,424 - 2,424 December 31, 2028
March 31, 2026 135 - 135 March 31, 2029
June 30, 2026 292 - 292 June 30, 2029
Total $ 6,749 $ - $ 6,749

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:

As of
June 30, 2026
As of
December 31, 2025
Cost Fair Value % of Total
Investments at
Fair Value
Cost Fair Value % of Total
Investments at
Fair Value
First Lien Secured Debt $ 1,464,741 $ 1,460,386 93% $ 1,219,955 $ 1,217,362 93%
Second Lien Secured Debt 30,001 25,575 2 29,951 30,070 2
Equity 890 929 -(a) 890 890 -(a)
Investments in Joint Venture 77,101 76,767 5 61,592 61,606 5
Total Investments at Fair value $ 1,572,733 $ 1,563,657 100% $ 1,312,388 $ 1,309,928 100%
(a) Amount is less than 1%

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

June 30, 2026 December 31, 2025
Number of portfolio companies 63 45
Percentage of performing debt bearing a floating rate 100% 100%
Percentage of performing debt bearing a fixed rate 0% 0%
Percentage of our total portfolio on non-accrual 0% 0%

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

Portfolio Company Metrics(1):
Median 12-month EBITDA: $96 million
Weighted average net leverage: 5.0x(2)(3)
Weighted average loan to value: 44%(2)(4)
Weighted average interest coverage: 2.3x(2)(5)
Weighted average yield on debt investments, at cost: 9.4%(6)
(1) Amounts were derived from the most recently available financial statements provided by portfolio companies which have not been independently verified by us and may reflect a normalized or adjusted amount. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
(2) Weighted average metrics are calculated as a percentage of funded par value of debt investments.
(3) Net leverage is the ratio of total senior debt minus cash divided by EBITDA and taking into account leverage through the tranche to which the Company is a lender.
(4) Calculated using total senior debt minus cash divided by total enterprise value estimated by the private equity sponsor or market comparables and taking into account leverage through the tranche to which the Company is a lender.
(5) Interest coverage for a particular portfolio company is calculated by taking EBITDA and dividing by annualized latest reported interest expense.
(6) Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, plus the annual unused fees, as applicable on debt securities divided by (b) total debt investments at par value included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

Investment Activity

Our investment activity is presented below:

For the six months
ended June 30, 2026
For the six months
ended June 30, 2025
Investment Activity
Investments, beginning of period $ 1,309,928 $ 472,588
New investments purchased 613,684 424,030
Payment-in-kind interest income capitalized 499 -
Investments sold or repaid (357,038) (40,234)
Net accretion of discount on investments 3,117 1,105
Net realized gain (loss) on investments 83 -
Net change in unrealized appreciation (depreciation) (6,616) (639)
Investments, end of period $ 1,563,657 $ 856,850
Portfolio Companies
Portfolio Companies Beginning Period 45 22
Number of new investment commitments in portfolio companies 22 11
Number of investment commitments exited or fully repaid 4 2
Number of Portfolio Companies at period end 63 31
Count of investments 64 32
Count of industries 26 16

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

For the three months
ended June 30, 2026
For the three months
ended June 30, 2025
Total investment income $ 36,830 $ 18,219
Less: Net expenses 17,356 9,586
Net investment income before taxes 19,474 8,633
Net investment income after taxes 19,474 8,633
Net change in unrealized appreciation (depreciation) 2,073 (982)
Net realized gain (loss) 19 (12)
Net increase (decrease) in net assets resulting from operations $ 21,566 $ 7,639
For the six months
ended June 30, 2026
For the six months
ended June 30, 2025
Total investment income $ 69,521 $ 32,644
Less: Net expenses 33,052 17,203
Net investment income before taxes 36,469 15,441
Net investment income after taxes 36,469 15,441
Net change in unrealized appreciation (depreciation) (6,580) (639)
Net realized gain (loss) 83 -
Net increase (decrease) in net assets resulting from operations $ 29,972 $ 14,802

Investment Income

For the three months ended June 30, 2026, total investment income increased to $36.8 million from $18.2 million for the same period in the prior year, primarily driven by deployment of capital, interest income from our investments, and change in invested balance. The size of our investment portfolio at fair value increased to $1.6 billion at June 30, 2026 from $857 million at June 30, 2025. We expect that investment income will vary based on a variety of factors including the pace of our originations, repayments, and changes in interest rates. The composition of our investment income for the three and six months ended June 30, 2026 and for the three and six months ended June 30, 2025 was as follows (dollars in thousands):

For the three months
ended June 30, 2026
For the three months
ended June 30, 2025
Investment income:
Non-controlled/non-affiliated investments:
Interest income $ 33,168 $ 16,517
Payment-in-kind interest income 251 -
Fee income 1,224 649
Controlled/affiliated investments:
Dividend income 2,187 1,053
Total Investment Income $ 36,830 $ 18,219
For the six months
ended June 30, 2026
For the six months
ended June 30, 2025
Investment income:
Non-controlled/non-affiliated investments:
Interest income $ 63,123 $ 29,434
Payment-in-kind interest income 499 -
Fee income 1,896 1,246
Controlled/affiliated investments:
Dividend income 4,003 1,964
Total Investment Income $ 69,521 $ 32,644

Expenses:

Expenses were as follows:

For the three months
ended June 30, 2026
For the three months
ended June 30, 2025
Expenses:
Interest expense $ 11,554 $ 7,146
Income incentive fees 2,781 1,222
Management fees 1,808 764
Professional fees 725 523
Administration fees 452 192
Other general & administrative 328 67
Capital gains incentive fees - (79)
Amortization of offering costs - 31
Total expenses $ 17,648 $ 9,866
Expense reimbursement (292) (280)
Management fees waived - -
Net expenses $ 17,356 $ 9,586
For the six months
ended June 30, 2026
For the six months
ended June 30, 2025
Expenses:
Interest expense $ 22,066 $ 12,988
Income incentive fees 5,209 2,201
Management fees 3,437 1,366
Professional fees 1,392 944
Administration fees 859 342
Other general & administrative 516 137
Capital gains incentive fees - (35)
Amortization of offering costs - 62
Total expenses $ 33,479 $ 18,005
Expense reimbursement (427) (632)
Management fees waived - (170)
Net expenses $ 33,052 $ 17,203

Total expenses before expense support for the three and six months ended June 30, 2026, consisted primarily of interest and debt financing expenses incurred in connection with our borrowings, accounting and reporting fees, and legal. The increase in total expenses before expense support for the three and six months ended June 30, 2026, increased compared to the three and six months ended June 30, 2025, primarily as a result of increased interest and debt financing expenses incurred in connection with our borrowings, increase in management fees due to an increase in the Company's average net assets and an increase in income based incentive fees due to growth of the Company's income. We anticipate expenses to continue to grow consistent with capital deployment and borrowings over time.

Interest and Other Financing Expenses

Interest expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs for the three and six months ended June 30, 2026 were $11,554 and $22,066, respectively. Total interest expense (including unused commitment fees, amortization of debt issuance costs and deferred financing costs for the three and six months ended June 30, 2025, was approximately $7,146 and $12,988, respectively. The increase in total interest expense was primarily driven by the growth our portfolio and corresponding increase in our debt facility usage. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three and six months ended June 30, 2026, was 5.66% and 5.62%, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the three and six months ended June 30, 2025, was 6.48% and 6.44%, respectively.

Net realized gain (loss) and change in unrealized appreciation (depreciation)

Net realized gain (loss) and change in unrealized appreciation (depreciation) were as follows:

For the three months
ended June 30, 2026
For the three months
ended June 30, 2025
Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments $ 23 $ (12)
Foreign currency transactions (4) -
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments 1,991 (994)
Controlled/affiliated investments 82 12
Net realized gain (loss) and change in unrealized appreciation (depreciation) $ 2,092 $ (994)
For the six months
ended June 30, 2026
For the six months
ended June 30, 2025
Realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments $ 81 $ -
Foreign currency transactions 2 -
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments (6,232) (738)
Controlled/affiliated investments (348) 99
Net realized gain (loss) and change in unrealized appreciation (depreciation) $ (6,497) $ (639)

For the three and six months ended June 30, 2026, net realized gain (loss) and change in unrealized appreciation (depreciation) was $2,092 and $(6,497), respectively, which was primarily the result of the changes in spreads in the primary and secondary markets.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

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

Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our share repurchase program and payment of cash distributions to our shareholders. Details of our credit facilities are described in "Item 1: Consolidated Financial Statements --Notes to Consolidated Financial Statements --Note 5. Debt." The average debt-to-equity leverage ratio during the period 3/31/2026 - 06/30/2026 was approximately 1.05x. We may also, from time to time, enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Unregistered Sales of Equity Securities

The following table summarizes the total Common Shares issued and proceeds received from the closings of the Company's continuous private offerings that occurred for the six months ended June 30, 2026.

Date Received Shares Issued Proceeds Received
January 2, 2026 3,562,500 $ 89,490
February 2, 2026 1,899,681 47,644
March 2, 2026 536,078 13,348
April 1, 2026 1,752,181 43,437
May 1, 2026 379,963 9,415
June 1, 2026 231,222 5,732
Total 8,361,625 $ 209,066

The following table summarizes the total Common Shares issued and proceeds received from the closings of the Company's continuous private offerings that occurred for the six months ended June 30, 2025.

Date Received Shares Issued Proceeds Received
February 3, 2025 1,782,884 $ 45,000
March 3, 2025 849,604 21,410
April 1, 2025 513,669 12,965
May 1, 2025 800,756 20,131
June 2, 2025 1,204,565 30,282
Total 5,151,478 $ 129,788

Distributions

The following table summarizes the Company's distributions declared, paid and payable for the six months ended June 30, 2026:

Date Declared Record Date Payment Date Per Share Total Amount
January 23, 2026 January 31, 2026 February 25, 2026 $ 0.22 $ 5,413
February 24, 2026 February 28, 2026 March 26, 2026 0.22 5,838
March 23, 2026 March 31, 2026 April 29, 2026 0.22 5,966
April 20, 2026 April 30, 2026 May 29, 2026 0.22 6,358
May 26, 2026 May 31, 2026 June 26, 2026 0.22 6,450
June 23, 2026 June 30, 2026 July 28, 2026 0.22 6,509
Total $ 36,534

The following table summarizes the Company's distributions declared, paid and payable for the six months ended June 30, 2025:

Date Declared Record Date Payment Date Per Share Total Amount
January 29, 2025 January 29, 2025 February 25, 2025 $ 0.25 $ 2,017
February 26, 2025 February 26, 2025 March 27, 2025 0.24 2,365
March 27, 2025 March 27, 2025 April 28, 2025 0.24 2,569
April 24, 2025 April 30, 2025 May 27, 2025 0.24 2,692
May 22, 2025 May 30, 2025 June 27, 2025 0.24 2,885
June 24, 2025 June 30, 2025 July 28, 2025 0.23 3,044
Total $ 15,572

Dividend Reinvestment Plan

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

The following table summarizes the amounts received and Common Shares issued to shareholders who have participated in the DRIP for the six months ended June 30, 2026:

Payment Date DRIP Shares Issued Amount per share DRIP Shares Value
January 28, 2026 24,693 $ 25.12 $ 620
February 25, 2026 32,946 25.08 827
March 26, 2026 34,298 24.90 854
April 29, 2026 35,727 24.79 886
May 29, 2026 37,019 24.78 917
June 26, 2026 37,999 24.79 942
Total 202,682 $ 5,046

The following table summarizes the amounts received and Common Shares issued to shareholders who have participated in the DRIP for the six months ended June 30, 2025:

Payment Date DRIP Shares Issued Amount per share DRIP Shares Value
April 28, 2025 343 $ 25.24 $ 9
May 27, 2025 1,195 25.14 30
June 27, 2025 8,726 25.14 219
Total 10,264 $ 258

Share Repurchase Program

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

On April 30, 2026, under the Company's share repurchase program, the Company made a tender offer to purchase up to 1,327,050.25 Common Shares, which represents approximately 5% of the Company's outstanding shares as of February 28, 2026. The tender offer was for cash at a price equal to the net asset value per share as of June 30, 2026. The offer expired at 11:59 P.M., Eastern Time, on May 29, 2026. All repurchase requests validly tendered and not withdrawn were satisfied in full.

The following table summarizes the shares repurchased and consideration paid by the Company pursuant to its tender offer during the three months ended June 30, 2026.

Tender Offer
Commencement
Repurchase
Request
Deadline
Amount of /
Percentage
of Outstanding
Shares
Offered to
Repurchase
Pricing Date(2) Price
Paid
Per Share
Amount
Repurchased
in
Tender Offer
Number of
Shares
Repurchased in
Tender Offer
Percentage of
Outstanding
Shares
Repurchased in
Tender Offer
30-Apr-26 29-May-26 1,327,050 / 5.00%(1) 30-Jun-26 $24.86 $3,467,678 139,488 0.53%
(1) Reflects 5.00% of outstanding shares as of February 28, 2026.
(2) The tender offer was for cash at a price equal to the net asset value per share as of this date.

Debt

The Company's outstanding debt obligations were as follows:

As of June 30, 2026
Aggregate
Principal
Committed
Outstanding
Principal
Less
Unamortized Deferred
Financing Cost
Carrying Value per
Consolidated
Statement of
Assets
and Liabilities
SMBC Revolving Credit Facility $ 325,000 $ 144,200 (1) $ 2,523 $ 141,677
BofA ABL Credit Facility 550,000 427,860 3,661 424,199
RBC ABL Credit Facility 450,000 337,472 (2) 1,628 335,844
Total $ 1,325,000 $ 909,532 $ 7,812 $ 901,720
(1) Net of $476 in unrealized appreciation related to foreign currency translations
(2) Net of ($617) in unrealized depreciation related to foreign currency translations
As of December 31, 2025
Aggregate
Principal
Committed
Outstanding
Principal
Less
Unamortized Deferred
Financing Cost
Carrying Value per
Consolidated
Statement of
Assets
and Liabilities
SMBC Revolving Credit Facility $ 325,000 $ 226,248 (1) $ 2,879 $ 223,369
BofA ABL Credit Facility 450,000 406,300 2,298 404,002
RBC ABL Credit Facility 300,000 170,402 (2) 723 169,679
Total $ 1,075,000 $ 802,950 $ 5,900 $ 797,050
(1) Net of ($71) in unrealized depreciation related to foreign currency translations
(2) Net of ($123) in unrealized depreciation related to foreign currency translations

RECENT DEVELOPMENTS

Refer to Note 9 - Subsequent Events to our Consolidated Financial Statements included in this Report.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's discussion and analysis is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates. Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements.

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with Rule 2a-5 under the 1940 Act and ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material. See "Item 1. Business - Determination of Net Asset Value" in our Form 10-K for more information on how we value our investments.

RELATED PARTY TRANSACTIONS

See Note 3 to the Consolidated Financial Statements for information on the Company's related party transactions.

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