← Back to FSK filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Fs Kkr Capital Corp · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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(dollar amounts in millions, except per share amounts)
All dollar amounts (except per share amounts) in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are presented in millions unless otherwise noted.
The information contained in this section should be read in conjunction with our unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. In this report, “we,” “us,” “our” and the “Company” refer to FS KKR Capital Corp. and the “Adviser” refers to FS/KKR Advisor, LLC.
Forward-Looking Statements
Some of the statements in this quarterly report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q may include statements as to:
•our future operating results;
•our business prospects and the prospects of the companies in which we may invest;
•the impact of the investments that we expect to make;
•the ability of our portfolio companies to achieve their objectives;
•our current and expected financings and investments;
•receiving and maintaining corporate credit ratings;
•the impact of changing interest rate and inflation levels, and their impact on our portfolio companies and on the industries in which we invest;
•the adequacy of our cash resources, financing sources and working capital;
•the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with the other funds managed by the Adviser, Future Standard, KKR Credit or any of their respective affiliates;
•purchase activity in respect of the Company’s shares of common stock, including with respect to the Company’s publicly announced purchase programs;
•the dependence of our future success on the general economy and its effect on the industries in which we may invest;
•general economic, political and industry trends and other external factors, including uncertainty surrounding the financial and political stability of the United States and other countries;
•our use of financial leverage;
•the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
•our ability to maintain our qualification as a RIC and as a BDC;
•the impact on our business of U.S. and international financial reform legislation, rules and regulations;
•the effect of changes to tax legislation on us and the portfolio companies in which we may invest and our and their tax position; and
•the tax status of the enterprises in which we may invest.
Words such as “anticipate,” “believe,” “expect,” “intend,” “project” and “future” or similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this quarterly report on Form 10-Q are not guarantees of future performance or events and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause our actual results or future events to differ
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materially from those expressed or forecasted in the forward-looking statements for any reason, including those factors set forth in “Item 1A. Risk Factors,” in the Company’s annual report on Form 10-K and subsequent filings. Factors that could cause actual results or future events to differ materially include changes relating to those set forth above and the following, among others:
•changes in the economy;
•geo-political risks;
•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters or pandemics;
•the Company Share Repurchase Authorization does not require the Company to repurchase any specific number of shares; there is no assurance that the Company or any of its affiliates will purchase shares of the Company’s common stock at any specific discount levels or in any specific amounts; and there is no assurance that the market price of the Company’s shares of common stock, either absolutely or relative to net asset value, will increase as a result of any share purchase activity, or that any purchase program or plan will enhance stockholder value over the long term;
•future changes in laws or regulations and conditions in our operating areas; and
•the price at which shares of our common stock may trade on the NYSE.
We have based the forward-looking statements included in this quarterly report on Form 10-Q on information available to us on the date of this quarterly report on Form 10-Q. You should not place undue reliance on these forward-looking statements. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any additional disclosures that we may make directly to stockholders or through reports that we may file in the future with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The forward-looking statements and projections contained in this quarterly report on Form 10-Q are excluded from the safe harbor protection provided by Section 27A of the Securities Act and Section 21E of the Exchange Act.
Overview
We were incorporated under the general corporation laws of the State of Maryland on December 21, 2007 and formally commenced investment operations on January 2, 2009. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code.
We are externally managed by the Adviser pursuant to the investment advisory agreement dated as of June 16, 2021, or the Advisory Agreement, and supervised by our board of directors, or the Board or the Board of Directors, a majority of whom are independent.
Our investment objectives are to generate current income and, to a lesser extent, long-term capital appreciation. We seek to meet our investment objectives by:
•utilizing the experience and expertise of the management team of the Adviser;
•employing a defensive investment approach focused on long-term credit performance and preservation of principal;
•focusing primarily on debt investments in a broad array of private U.S. companies, including middle-market companies, which we define as companies with annual EBITDA of $50 million to $150 million at the time of investment;
•investing primarily in established, stable enterprises with positive cash flows; and
•maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within our portfolio, such as an event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company.
We pursue our investment objective by investing primarily in the debt of middle market U.S. companies with a focus on originated transactions sourced through the network of the Adviser and its affiliates. We define direct originations as any investment where the Company’s investment adviser, sub-adviser or their affiliates had negotiated the terms of the transaction beyond just the price, which, for example, may include negotiating financial covenants, maturity dates or interest rate terms. These directly originated transactions include participation in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions.
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Our portfolio is comprised primarily of investments in senior secured loans and second lien secured loans of private middle market U.S. companies and, to a lesser extent, subordinated loans and certain asset-based financing loans of private U.S. companies. Although we do not expect a significant portion of our portfolio to be comprised of subordinated loans, there is no limit on the amount of such loans in which we may invest. We may purchase interests in loans or make other debt investments, including investments in senior secured bonds, through secondary market transactions in the “over-the-counter” market or directly from our target companies as primary market or directly originated investments. In connection with our debt investments, we may on occasion receive equity interests such as warrants or options as additional consideration. We may also purchase or otherwise acquire interests in the form of common or preferred equity or equity-related securities, such as rights and warrants that may be converted into or exchanged for common stock or other equity or the cash value of common stock or other equity, including through a co-investment with a financial sponsor or possibly the restructuring of an investment. In addition, a portion of our portfolio may be comprised of corporate bonds, structured products, other debt securities and derivatives, including total return swaps and credit default swaps. The Adviser will seek to tailor our investment focus as market conditions evolve. Depending on market conditions, we may increase or decrease our exposure to less senior portions of the capital structures of our portfolio companies or otherwise make opportunistic investments, such as where the market price of loans, bonds or other securities reflects a lower value than deemed warranted by the Adviser’s fundamental analysis. Such investment opportunities may occur due to general dislocations in the markets, a misunderstanding by the market of a particular company or an industry being out of favor with the broader investment community and may include event driven investments, anchor orders and structured products.
The senior secured loans, second lien secured loans and senior secured bonds in which we invest generally have stated terms of three to seven years and subordinated debt investments that we make generally have stated terms of up to ten years, but the expected average life of such securities is generally three to four years. However, we may invest in loans and securities with any maturity or duration. Our debt investments may be rated by a NRSRO and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s or lower than “BBB-” by S&P). We may invest without limit in debt or other securities of any rating, as well as debt or other securities that have not been rated by a NRSRO.
Revenues
The principal measure of our financial performance is net increase in net assets resulting from operations, which includes net investment income, net realized gain or loss on investments, net realized gain or loss on foreign currency, net unrealized appreciation or depreciation on investments and net unrealized gain or loss on foreign currency. Net investment income is the difference between our income from interest, dividends, fees and other investment income and our operating and other expenses. Net realized gain or loss on investments is the difference between the proceeds received from dispositions of portfolio investments and their amortized cost, including the respective realized gain or loss on foreign currency for those foreign denominated investment transactions. Net realized gain or loss on foreign currency is the portion of realized gain or loss attributable to foreign currency fluctuations. Net unrealized appreciation or depreciation on investments is the net change in the fair value of our investment portfolio, including the respective unrealized gain or loss on foreign currency for those foreign denominated investments. Net unrealized gain or loss on foreign currency is the net change in the value of receivables or accruals due to the impact of foreign currency fluctuations.
We principally generate revenues in the form of interest income on the debt investments we hold. In addition, we generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. We may also generate revenues in the form of dividends and other distributions on the equity or other securities we hold.
Expenses
Our primary operating expenses include the payment of management and incentive fees and other expenses under the Advisory Agreement and the administration agreement dated as of April 9, 2018 between us and our Adviser, or the Administration Agreement, interest expense from financing arrangements and other indebtedness, and other expenses necessary for our operations. The management and incentive fees compensate the Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and servicing our investments.
The Adviser oversees our day-to-day operations, including the provision of general ledger accounting, fund accounting, legal services, investor relations, certain government and regulatory affairs activities, and other administrative services. The Adviser also performs, or oversees the performance of, our corporate operations and required administrative services, which includes being responsible for the financial records that we are required to maintain and preparing reports for our stockholders and reports filed with the SEC. In addition, the Adviser assists us in calculating our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others.
Pursuant to the Administration Agreement, we reimburse the Adviser for expenses necessary to perform services related to our administration and operations, including the Adviser’s allocable portion of the compensation and related expenses of certain personnel of Future Standard and KKR Credit providing administrative services to us on behalf of the Adviser. We reimburse the Adviser no
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less than quarterly for all costs and expenses incurred by the Adviser in performing its obligations and providing personnel and facilities under the Administration Agreement. The Adviser allocates the cost of such services to us based on factors such as total assets, revenues, time allocations and/or other reasonable metrics. Our Board reviews the methodology employed in determining how the expenses are allocated to us and the proposed allocation of administrative expenses among us and certain affiliates of the Adviser. Our Board then assesses the reasonableness of such reimbursements for expenses allocated to us based on the breadth, depth and quality of such services as compared to the estimated cost to us of obtaining similar services from third-party service providers known to be available. In addition, our Board considers whether any single third-party service provider would be capable of providing all such services at comparable cost and quality. Finally, our Board compares the total amount paid to the Adviser for such services as a percentage of our net assets to the same ratio as reported by other comparable BDCs.
We bear all other expenses of our operations and transactions, including all other expenses incurred by the Adviser or us in connection with administering our business, including expenses incurred by the Adviser in performing administrative services for us and administrative personnel paid by the Adviser, to the extent they are not controlling persons of the Adviser or any of its affiliates, subject to the limitations included in the Advisory Agreement and the Administration Agreement. See Note 4 to our unaudited consolidated financial statements included herein for more information regarding the expenses borne by us and, thus, our stockholders.
In addition, we have contracted with State Street Bank and Trust Company to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by the Adviser, preparing and monitoring expense budgets, maintaining accounting and corporate books and records, processing trade information provided by us and performing testing with respect to RIC compliance.
Portfolio Investment Activity for the Three and Six Months Ended June 30, 2026 and for the Year Ended December 31, 2025
Total Portfolio Activity
The following tables present certain selected information regarding our portfolio investment activity for the three and six months ended June 30, 2026 and the year ended December 31, 2025:
For the Three Months Ended For the Six Months Ended
Net Investment Activity June 30, 2026 June 30, 2026
Purchases $ 590 $ 1,089
Sales and Repayments (1,334) (2,044)
Net Portfolio Activity $ (744) $ (955)
For the Three Months Ended For the Six Months Ended
June 30, 2026 June 30, 2026
New Investment Activity by Asset Class Purchases Percentage Sales and Repayments Percentage Purchases Percentage Sales and Repayments Percentage
Senior Secured Loans—First Lien $ 373 63 % $ (864) 65 % $ 716 66 % $ (1,154) 56 %
Senior Secured Loans—Second Lien — — — — — — (5) 0 %
Other Senior Secured Debt 7 1 % — — 7 1 % — —
Subordinated Debt — — (7) 1 % 29 3 % (59) 3 %
Asset Based Finance 209 36 % (433) 32 % 332 30 % (566) 28 %
Credit Opportunities Partners JV, LLC — — — — — — (189) 9 %
Equity/Other(1) 1 0 % (30) 2 % 5 0 % (71) 4 %
Total $ 590 100 % $ (1,334) 100 % $ 1,089 100 % $ (2,044) 100 %
(1) Equity/Other includes investments in preferred equity investments. During the three and six months ended June 30, 2026, purchases of preferred equity investments were $0 and $0, respectively, and sales and repayments of preferred equity investments were $0 and $16, respectively.
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The following table summarizes the composition of our investment portfolio at cost and fair value as of June 30, 2026 and December 31, 2025:
June 30, 2026
(Unaudited) December 31, 2025
Amortized Cost(1) Fair Value Percentage of Portfolio Amortized Cost(1) Fair Value Percentage of Portfolio
Senior Secured Loans—First Lien $ 7,184 $ 6,707 58.7 % $ 7,819 $ 7,523 57.8 %
Senior Secured Loans—Second Lien 594 440 3.9 % 598 539 4.2 %
Other Senior Secured Debt 43 44 0.4 % 65 55 0.4 %
Subordinated Debt 107 100 0.9 % 122 126 1.0 %
Asset Based Finance 1,626 1,436 12.6 % 1,831 1,694 13.0 %
Credit Opportunities Partners JV, LLC 1,984 1,649 14.4 % 2,202 1,968 15.1 %
Equity/Other(2) 1,067 1,042 9.1 % 1,104 1,104 8.5 %
Total $ 12,605 $ 11,418 100.0 % $ 13,741 $ 13,009 100.0 %
(1) Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts and PIK interest or dividends, as applicable, on investments.
(2) As of June 30, 2026, Equity/Other included $764 of preferred equity investments at fair value.
The following table presents certain selected information regarding the composition of our investment portfolio as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
Number of Portfolio Companies 232 232
% Variable Rate Debt Investments (based on fair value)(1)(2) 59.4% 60.9%
% Fixed Rate Debt Investments (based on fair value)(1)(2) 9.1% 8.2%
% Other Income Producing Investments (based on fair value)(3) 21.1% 21.4%
% Non-Income Producing Investments (based on fair value)(2) 6.6% 6.1%
% of Investments on Non-Accrual (based on fair value) 3.8% 3.4%
Weighted Average Annual Yield on Accruing Debt Investments(2)(4) 9.8% 10.1%
Weighted Average Annual Yield on All Debt Investments(5) 8.8% 9.3%
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(1)“Debt Investments” means investments that pay or are expected to pay a stated interest rate, stated dividend rate or other similar stated return.
(2)Does not include investments on non-accrual status.
(3)“Other Income Producing Investments” means investments that pay or are expected to pay interest, dividends or other income to the Company on an ongoing basis but do not have a stated interest rate, stated dividend rate or other similar stated return.
(4)The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of June 30, 2026, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of June 30, 2026.
(5)The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of June 30, 2026, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of June 30, 2026.
For the six months ended June 30, 2026, our total return based on net asset value was (8.09)% and our total return based on market value was (22.98)%. For the year ended December 31, 2025, our total return based on net asset value was 0.21% and our total return based on market value was (20.31)%. See footnotes 5 and 6 to the table included in Note 11 to our unaudited consolidated financial statements included herein for information regarding the calculation of our total return based on net asset value and total return based on market value, respectively.
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Direct Originations
We define Direct Originations as any investment where the Adviser or its affiliates negotiates the terms of the transaction beyond just the price, which, for example, may include negotiating financial covenants, maturity dates or interest rate terms. These Direct Originations include participation in other originated transactions where there may be third parties involved, or a bank acting as an intermediary, for a closely held club, or similar transactions. The following table presents certain selected information regarding our Direct Originations as of June 30, 2026 and December 31, 2025:
Characteristics of All Direct Originations held in Portfolio June 30, 2026 December 31, 2025
Number of Portfolio Companies 223 220
% of Investments on Non-Accrual (based on fair value) 3.3% 3.4%
Total Cost of Direct Originations $12,242.5 $13,350.0
Total Fair Value of Direct Originations $11,038.5 $12,636.0
% of Total Investments, at Fair Value 96.7% 97.1%
Weighted Average Annual Yield on Accruing Debt Investments(1) 9.8% 10.1%
Weighted Average Annual Yield on All Debt Investments(2) 8.9% 9.3%
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(1)The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. Does not include Debt Investments on non-accrual status. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of June 30, 2026, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of June 30, 2026.
(2)The Weighted Average Annual Yield on All Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of June 30, 2026, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of June 30, 2026.
Credit Opportunities Partners JV, LLC
COPJV is a joint venture between the Company and SCRS. COPJV’s second amended and restated limited liability company agreement, or the COPJV Agreement, requires the Company and SCRS to provide capital to COPJV of up to $2,975 in the aggregate where the Company and SCRS would provide approximately 79% and 21%, respectively, of the committed capital. Pursuant to the terms of the COPJV Agreement, the Company and SCRS each have 50% voting control of COPJV and are required to agree on all investment decisions as well as certain other significant actions for COPJV. COPJV invests its capital in a range of investments, including senior secured loans (both first lien and second lien) to middle market companies, broadly syndicated loans, equity, warrants and other investments. As administrative agent of COPJV, the Company performs certain day-to-day management responsibilities on behalf of COPJV and is entitled to a fee of 0.25% of COPJV’s assets under administration, calculated and payable quarterly in arrears. As of June 30, 2026, the Company and SCRS have funded $2,520.0 to COPJV, of which $2,016.0 was from the Company.
Below is a summary of COPJV’s portfolio as of June 30, 2026 and December 31, 2025:
As of
June 30, 2026 December 31, 2025
Total debt investments(1) $ 4,020.0 $ 4,530.1
Weighted average annual yield on accruing debt investments(2) 9.4 % 9.5 %
Number of portfolio companies in COPJV 146 158
Largest investment in a single portfolio company $ 108.1 $ 107.3
Unfunded commitments $ 43.0 $ 111.9
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(1)“Debt Investments” means investments that pay or are expected to pay a stated interest rate, stated dividend rate or other similar stated return.
(2)The Weighted Average Annual Yield on Accruing Debt Investments is computed as (i) the sum of (a) the stated annual interest rate, dividend rate or other similar stated return of each accruing Debt Investment, multiplied by its par amount, adjusted to U.S. dollars and for
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any partial income accrual when necessary, as of the end of the applicable reporting period, plus (b) the annual amortization of the purchase or original issue discount or premium of each accruing Debt Investment; divided by (ii) the total amortized cost of Debt Investments included in the calculated group as of the end of the applicable reporting period. Stated annual interest rate for floating rate Debt Investments assumes the greater of (a) the respective base rate in effect as of June 30, 2026, and (b) the stated base rate floor. The base rate utilized in this calculation may not be indicative of the base rates for specific contracts as of June 30, 2026.
Portfolio Composition by Industry Classification
The table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio assets in such industries as of June 30, 2026 and December 31, 2025:
June 30, 2026
(Unaudited) December 31, 2025
Industry Classification(1) Fair Value Percentage ofPortfolio Fair Value Percentage ofPortfolio
Capital Goods $ 1,358 11.9 % $ 1,542 11.9 %
Commercial & Professional Services 1,344 11.8 % 1,726 13.3 %
Consumer Discretionary Distribution & Retail 37 0.3 % 60 0.5 %
Consumer Durables & Apparel 313 2.7 % 306 2.4 %
Consumer Services 226 2.0 % 263 2.0 %
Consumer Staples Distribution & Retail 33 0.3 % 99 0.8 %
Credit Opportunities Partners JV, LLC 1,649 14.4 % 1,968 15.1 %
Energy 2 0.0 % 24 0.2 %
Equity Real Estate Investment Trusts (REITs) 240 2.1 % 264 2.0 %
Financial Services 742 6.5 % 836 6.4 %
Food, Beverage & Tobacco 23 0.2 % 56 0.4 %
Health Care Equipment & Services 1,606 14.1 % 1,668 12.8 %
Household & Personal Products 10 0.1 % 112 0.9 %
Insurance 500 4.4 % 547 4.2 %
Materials 270 2.4 % 276 2.1 %
Media & Entertainment 469 4.1 % 508 3.9 %
Pharmaceuticals, Biotechnology & Life Sciences 220 1.9 % 217 1.7 %
Real Estate Management & Development — — 1 0.0 %
Software & Services 2,020 17.7 % 2,134 16.4 %
Technology Hardware & Equipment 22 0.2 % 2 0.0 %
Telecommunication Services 63 0.5 % 109 0.8 %
Transportation 271 2.4 % 291 2.2 %
Total $ 11,418 100.0 % $ 13,009 100.0 %
Portfolio Asset Quality
In addition to various risk management and monitoring tools, the Adviser uses an investment rating system to characterize and monitor the expected level of returns on each investment in our portfolio. The Adviser uses an investment rating scale of 1 to 4. The following is a description of the conditions associated with each investment rating:
Investment Rating Summary Description
1 Performing investment—generally executing in accordance with plan and there are no concerns about the portfolio company’s performance or ability to meet covenant requirements.
2 Performing investment—no concern about repayment of both interest and our cost basis but company’s recent performance or trends in the industry require closer monitoring.
3 Underperforming investment—some loss of interest or dividend possible, but still expecting a positive return on investment.
4 Underperforming investment—concerns about the recoverability of principal or interest.
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The following table shows the distribution of our investments on the 1 to 4 investment rating scale at fair value as of June 30, 2026 and December 31, 2025:
June 30, 2026 December 31, 2025
Investment Rating Fair Value Percentage of Portfolio Fair Value Percentage of Portfolio
1 $ 7,686 67 % $ 8,774 67 %
2 2,623 23 % 3,212 25 %
3 888 8 % 760 6 %
4 221 2 % 263 2 %
Total $ 11,418 100 % $ 13,009 100 %
The amount of the portfolio in each grading category may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new investment, repayment and exit activities. In addition, changes in the grade of investments may be made to reflect our expectation of performance and changes in investment values.
Results of Operations
Comparison of the Three and Six Months Ended June 30, 2026 and June 30, 2025
Revenues
Our investment income for the three and six months ended June 30, 2026 and 2025 was as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Amount Percentage of Total Income Amount Percentage of Total Income Amount Percentage of Total Income Amount Percentage of Total Income
Interest income $ 175 60.3 % $ 245 61.6 % $ 361 60.8 % $ 485 60.7 %
Paid-in-kind interest income 42 14.5 % 53 13.3 % 80 13.5 % 115 14.4 %
Fee income 5 1.7 % 9 2.2 % 7 1.2 % 26 3.3 %
Dividend and other income 68 23.5 % 91 22.9 % 146 24.5 % 172 21.6 %
Total investment income(1) $ 290 100.0 % $ 398 100.0 % $ 594 100.0 % $ 798 100.0 %
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(1)Such revenues represent $244 and $337 of cash income earned as well as $46 and $61 in non-cash portions relating to accretion of discount and PIK interest for the three months ended June 30, 2026 and 2025, respectively, and $506 and $667 of cash income earned as well as $88 and $131 in non-cash portions relating to accretion of discount and PIK interest for the six months ended June 30, 2026 and 2025, respectively. Cash flows related to such non-cash revenues may not occur for a number of reporting periods or years after such revenues are recognized.
The level of interest income we receive is generally related to the balance of income-producing investments, multiplied by the weighted average yield of our investments. Fee income is transaction based, and typically consists of amendment and consent fees, prepayment fees, structuring fees and other non-recurring fees. As such, fee income is generally dependent on new direct origination investments and the occurrence of events at existing portfolio companies resulting in such fees.
The decrease in interest and PIK income during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 is primarily attributable to a reduction in the size of our investment portfolio, in addition to the Company placing certain assets on non-accrual status during the three and six months ended June 30, 2026.
The decrease in dividend income during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 is primarily attributable to the decrease in dividends paid in respect to certain equity and asset based finance investments, and the decrease in dividends on our investment in COPJV during the three months ended June 30, 2026. The decrease in dividend income during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is primarily attributable to the decrease in dividends paid in respect to certain equity and asset based finance investments during the six months ended June 30, 2026. On February 23, 2026, we reduced our equity interests in COPJV to approximately 79% from 87.5%.
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Expenses
Our operating expenses for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Management fees $ 44 $ 53 $ 92 $ 105
Subordinated income incentive fees 23 36 48 75
Administrative services expenses 3 2 5 5
Accounting and administrative fees 1 1 2 2
Interest expense 101 125 206 238
Other expenses 7 8 13 13
Total operating expenses 179 225 366 438
Subordinated income incentive fee waiver (11) — (11) —
Net operating expenses $ 168 $ 225 $ 355 $ 438
The decrease in expenses during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 can primarily be attributed to a decrease in management fees and interest expense as a result of the lower asset base and leverage during the three and six months ended June 30, 2026, in addition to the reduction in subordinated income incentive fees as a result of lower investment income as discussed above and the partial waiver of such subordinated income incentive fee during the three months ended June 30, 2026.
The following table reflects selected expense ratios as a percent of average net assets for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Ratio of operating expenses to average net assets 3.38 % 3.43 % 6.59 % 6.62 %
Ratio of subordinated income incentive fee waiver to average net assets(1) (0.20) % — (0.20) % —
Ratio of net operating expenses to average net assets 3.18 % 3.43 % 6.39 % 6.62 %
Ratio of net incentive fees, interest expense and excise taxes to average net assets(1)(2) 2.14 % 2.45 % 4.37 % 4.73 %
Ratio of net operating expenses, excluding certain expenses, to average net assets(3) 1.04 % 0.98 % 2.02 % 1.89 %
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(1)Ratio data may be rounded in order to recompute the ending ratio of net operating expenses to average net assets or net operating expenses, excluding certain expenses, to average net assets.
(2)Ratio of incentive fees, interest expense and excise taxes to average net assets, excluding the effect of incentive fee waivers, was 2.34% and 4.57% for the three and six months ended June 30, 2026, respectively. There was no incentive fee waiver in effect for the three and six months ended June 30, 2025.
(3)Ratio of net operating expenses, excluding certain expenses, to average net assets, excluding the effect of incentive fee waivers, was 1.24% and 2.22% for the three and six months ended June 30, 2026, respectively.
Incentive fees and interest expense, among other things, may increase or decrease our expense ratios relative to comparative periods depending on portfolio performance and changes in amounts outstanding under our financing arrangements and benchmark interest rates such as SOFR, among other factors.
Net Investment Income
Our net investment income totaled $122 ($0.44 per share) and $173 ($0.62 per share) for the three months ended June 30, 2026 and 2025, respectively. Our net investment income totaled $239 ($0.85 per share) and $360 ($1.29 per share) for the six months ended June 30, 2026 and 2025, respectively.
The decrease in net investment income during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 can primarily be attributed to lower investment income during the three and six months ended June 30, 2026 as discussed above.
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Net Realized Gains or Losses
Our net realized gains (losses) on investments, foreign currency forward contracts and foreign currency for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net realized gain (loss) on investments(1) $ (77) $ (135) $ (272) $ (153)
Net realized gain (loss) on foreign currency forward contracts 0 (3) (4) (3)
Net realized gain (loss) on foreign currency (4) (6) (9) (5)
Total net realized gain (loss) $ (81) $ (144) $ (285) $ (161)
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(1)We sold investments and received principal repayments, respectively, of $755 and $579 during the three months ended June 30, 2026 and $498 and $858 during the three months ended June 30, 2025. We sold investments and received principal repayments, respectively, of $1,340 and $704 during the six months ended June 30, 2026 and $1,379 and $1,384 during the six months ended June 30, 2025.
Net Change in Unrealized Appreciation (Depreciation)
Our net change in unrealized appreciation (depreciation) on investments, foreign forward currency forward contracts and unrealized gain (loss) on foreign currency for the three and six months ended June 30, 2026 and 2025 were as follows:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Net change in unrealized appreciation (depreciation) on investments $ (78) $ (155) $ (455) $ (169)
Net change in unrealized appreciation (depreciation) on foreign currency forward contracts (1) (10) 8 (20)
Net change in unrealized gain (loss) on foreign currency 6 (59) 20 (85)
Total net change in unrealized appreciation (depreciation) $ (73) $ (224) $ (427) $ (274)
The net change in unrealized appreciation (depreciation) on investments during the three months ended June 30, 2026 was driven primarily by reduced valuations of certain portfolio companies during the three months ended June 30, 2026, including COPJV and Production Resources Group. The net change in unrealized appreciation (depreciation) on investments during the six months ended June 30, 2026 was driven primarily by reduced valuations of certain portfolio companies during the six months ended June 30, 2026, including COPJV, Production Resources Group and Medallia Inc. The net change in unrealized appreciation (depreciation) on investments during the three and six months ended June 30, 2025 was driven primarily by reduced valuations of certain portfolio companies during the year, including Production Resources Group, 48Forty Solutions and Kellermeyer Bergensons Services LLC.
Provision for Taxes on Realized Gains on Investments
During the three and six months ended June 30, 2026 and 2025, we recorded a provision for taxes on realized gains with respect to one of our equity investments of $0 and $(11), respectively.
Realized Losses from Extinguishment of Debt
During the three and six months ended June 30, 2026 and 2025, we recorded a net realized loss from the extinguishment of debt of $(2) and $(3), respectively.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended June 30, 2026, the net decrease in net assets resulting from operations was $(34) ($(0.13) per share) compared to a net increase in net assets resulting from operations of $(209) ($(0.75) per share) during the three months ended June 30, 2025.
For the six months ended June 30, 2026, the net decrease in net assets resulting from operations was $(475) ($(1.70) per share) compared to a net increase in net assets resulting from operations of $(89) ($(0.32) per share) during the six months ended June 30, 2025.
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Financial Condition, Liquidity and Capital Resources
Overview
As of June 30, 2026, we had $109 in cash, cash equivalents, including money market funds, restricted cash and foreign currency, which we or our wholly-owned financing subsidiaries held in custodial accounts, and $3,052 in borrowings available under our financing arrangements, subject to borrowing base and other limitations. As of June 30, 2026, we also had broadly syndicated investments and opportunistic investments that could be sold to create additional liquidity. As of June 30, 2026, we had unfunded debt investments with aggregate unfunded commitments of $1,110.5, unfunded equity/other commitments of $70.7 and unfunded commitments of $434.0 to COPJV. We maintain sufficient cash on hand, available borrowings and liquid securities to fund such unfunded commitments should the need arise.
We currently generate cash primarily from cash flows from fees, interest and dividends earned from our investments, as well as 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 preferred stock, or other financing transactions. Our primary use of cash is investments in portfolio companies, payments of our expenses, including management fees, incentive fees and cost of any borrowings or other financing arrangements, including interest expenses, and the payment of cash distributions or dividends to holders of our common stock and/or preferred stock.
On June 18, 2026, our stockholders approved a proposal to authorize us, with the approval of the Board, to issue warrants, options or rights to subscribe for, convert to, or purchase shares of our common stock in one or more public or private offerings, which may include convertible preferred stock and convertible debentures. In connection with seeking stockholder approval, our management and the Board determined that it would be advantageous for us to have the ability to issue warrants, options or rights to subscribe for, convert to or purchase shares of our common stock in connection with our financing and capital-raising activities. Each issuance of warrants, options or rights to subscribe for, convert to or purchase shares of our common stock pursuant to the stockholder authorization, which has no expiration, will comply with Section 61(a)(4) of the 1940 Act. We do not currently have any plans to issue warrants, options or rights to subscribe for, convert to, or purchase shares of our common stock pursuant to Section 61(a)(4) of the 1940 Act.
Asset Coverage
To seek to enhance our returns, we also employ leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the maximum amount permitted by the 1940 Act. Prior to June 14, 2019, in accordance with the 1940 Act, we were allowed to borrow amounts such that our asset coverage, calculated pursuant to the 1940 Act, was at least 200% after such borrowing. Effective June 15, 2019, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. For purposes of the 1940 Act, “asset coverage” means the ratio of (1) the total assets of a BDC, less all liabilities and indebtedness not represented by senior securities, to (2) the aggregate amount of senior securities representing indebtedness (plus, in the case of senior securities represented by preferred stock, the aggregate involuntary liquidation preference of such BDC’s preferred stock). Under the 1940 Act, any preferred shares we issue, including the Convertible Preferred Stock, will constitute a “senior security” for purposes of the 150% asset coverage test.
In addition, our ability to pay dividends or distributions (other than dividends payable in our common stock) to holders of any class of our capital stock, or to purchase any such capital stock, would be restricted if our “senior securities representing indebtedness” fail to have an asset coverage of at least 150% (measured at the time of declaration of such distribution or at the time of any such purchase, and accounting for such distribution or purchase price). The 1940 Act does not apply this limitation to privately arranged debt that is not intended to be publicly distributed, unless this limitation is specifically negotiated by the lender. In addition, our ability to pay dividends or distributions (other than dividends payable in our common stock) to our common stockholders, or to purchase any shares of our common stock, would be restricted if our “senior securities that are stock” fail to have an asset coverage of at least 150% (measured at the time of declaration of such distribution, or at the time of any such purchase, and accounting for such distribution or purchase price). If the value of our assets declines, we might be unable to satisfy these asset coverage requirements. To satisfy the 150% asset coverage requirement in the event that we are seeking to pay a distribution, for example, we might either have to (i) liquidate a portion of our portfolio to repay a portion of our indebtedness or (ii) issue common stock. This may occur at a time when a sale of a portfolio asset may be disadvantageous, or when we have limited access to capital markets on agreeable terms. In addition, any amounts that we use to service our indebtedness or outstanding preferred stock, or for offering costs, will not be available for distributions to our stockholders. If we are unable to regain the requisite asset coverage through these methods, we may be forced to suspend the payment of such dividends or distributions. As of June 30, 2026, the aggregate amount outstanding of the senior securities issued by us was $6.6 billion. As of June 30, 2026, our asset coverage on our “senior securities representing indebtedness” was 179% and our asset coverage on our “senior securities that are stock” was 177%. See Note 9 for a discussion of the Company’s financing arrangements.
Prior to investing in securities of portfolio companies, we invest the cash received from fees, interest and dividends earned from our investments and principal repayments and proceeds from sales of our investments primarily in cash, cash equivalents, including
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money market funds, U.S. government securities, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment, consistent with our BDC election and our election to be taxed as a RIC.
Financing Arrangements
The following table presents summary information with respect to our outstanding financing arrangements as of June 30, 2026:
As of June 30, 2026(Unaudited)
Arrangement Type of Arrangement Rate Amount Outstanding Amount Available Maturity Date
Callowhill Credit Facility(2) Revolving Credit Facility SOFR+1.75%(1) $ 365 $ 35 June 2, 2030
Senior Secured Revolving Credit Facility(2) Revolving Credit Facility SOFR+1.78% - 1.90%(1)(3) 733(4) 3,017(5) July 16, 2030
2.625% Notes due 2027(6) Unsecured Notes 2.63% 400 — January 15, 2027
3.250% Notes due 2027(6) Unsecured Notes 3.25% 500 — July 15, 2027
3.125% Notes due 2028(6) Unsecured Notes 3.13% 750 — October 12, 2028
7.875% Notes due 2029(6) Unsecured Notes 7.88% 400 — January 15, 2029
6.875% Notes due 2029(6)(7) Unsecured Notes 6.88% 600 — August 15, 2029
6.125% Notes due 2030(6)(7) Unsecured Notes 6.13% 700 — January 15, 2030
6.125% Notes due 2031(6)(7) Unsecured Notes 6.13% 400 — January 15, 2031
7.500% Notes due 2031(6)(7) Unsecured Notes 7.50% 900 — August 1, 2031
CLO-2 Notes(2)(8) Collateralized Loan Obligation 2.15% - SOFR+1.480%(1) 380 — April 15, 2037
CLO-3 Notes(2)(9) Collateralized Loan Obligation 2.10% - SOFR+1.47%(1) 363 — January 15, 2038
Convertible Preferred Stock(10) Preferred Stock 5.00% 150 —
Total $ 6,641 $ 3,052
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(1)The benchmark rate is subject to a 0% floor.
(2)The carrying amount outstanding under the facility approximates its fair value.
(3)The spread over the benchmark rate is determined by reference to the ratio of the value of the borrowing base to the aggregate amount of certain outstanding indebtedness of the Company. In addition to the spread over the benchmark rate, a credit spread adjustment of 0.10% and 0.0326% is applicable to borrowings in U.S. dollars and pounds sterling, respectively.
(4)Amount includes borrowing in Euros, pounds sterling and Australian dollars. Euro balance outstanding of €348 has been converted to U.S. dollars at an exchange rate of €1.00 to $1.14 as of June 30, 2026 to reflect total amount outstanding in U.S. dollars. Pounds sterling balance outstanding of £73 has been converted to U.S dollars at an exchange rate of £1.00 to $1.33 as of June 30, 2026 to reflect total amount outstanding in U.S. dollars. Australian dollar balance outstanding of AUD6 has been converted to U.S dollars at an exchange rate of AUD1.00 to $0.69 as of June 30, 2026 to reflect total amount outstanding in U.S. dollars.
(5)The amount available for borrowing under the Senior Secured Revolving Credit Facility is reduced by any standby letters of credit issued under the Senior Secured Revolving Credit Facility. As of June 30, 2026, $51 of such letters of credit have been issued.
(6)As of June 30, 2026, the fair value of the 2.625% Notes due 2027, the 3.250% Notes due 2027, the 3.125% Notes due 2028, the 7.875% Notes due 2029, the 6.875% Notes due 2029, the 6.125% Notes due 2030, the 6.125% Notes due 2031 and the 7.500% Notes due 2031 was approximately $393, $487, $706, $411, $612, $718, $400 and $900, respectively. These valuations are considered Level 2 valuations within the fair value hierarchy.
(7)As of June 30, 2026, the carrying values of the 6.875% Notes due 2029, the 6.125% Notes due 2030, the 6.125% Notes due 2031 and the 7.500% Notes due 2031 include a $12, $18, $0 and $0 increase (decrease), respectively, as a result of an effective hedge accounting relationship. See Note 7 for additional information.
(8)As of June 30, 2026, there were $160.0 of Class A-1 Notes outstanding at SOFR+1.48%, $100.0 of Class A-1L Notes outstanding at SOFR+1.48%, $30.0 of Class A-1W Notes outstanding at SOFR+1.48%, $20.0 of Class A-2L Notes outstanding at SOFR+1.60%, $30.0 of Class B Notes outstanding at SOFR+1.75% and $40.0 of Class C Notes outstanding at SOFR+2.15%.
(9)As of June 30, 2026, there were $125.5 of Class A-1 Notes outstanding at SOFR+1.47%, $150.0 of Class A-1 Senior Floating Rate Loans outstanding at SOFR+1.47%, $19.0 of Class A-2 Notes outstanding at SOFR+1.65%, $35.6 of Class B Notes outstanding at SOFR+1.80% and $33.2 of Class C Notes outstanding at SOFR+2.10%.
(10)The Convertible Preferred Stock will pay dividends of 5.00% cash or 7.00% PIK, at the Company’s option, in either case increasing annually by 1.00% per annum beginning on the 5.5-year anniversary of the issue date. See “Note 4. Related Party Transactions” for more information.
See Note 9 to our unaudited consolidated financial statements included herein for additional information regarding our financing arrangements.
Equity Issuances
On May 9, 2025, we entered into separate equity distribution agreements, or the Equity Distribution Agreements, with each of Truist Securities, Inc., RBC Capital Markets, LLC, KKR Capital Markets LLC, and SMBC Nikko Securities America, Inc., pursuant to which we may, from time to time, issue and sell up to an aggregate gross amount of $750 million in shares of our common stock through public or at-the-market offerings, or the ATM Program. During the six months ended June 30, 2026, the Company did not
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issue or sell shares of its common stock under the ATM Program. For further details regarding the ATM Program and the Equity Distribution Agreements, see “At the Market” Offering” in Note 3 to our unaudited consolidated financial statements included herein.
Convertible Preferred Stock
On June 29, 2026, we issued and sold 6,000,000 shares of the Convertible Preferred Stock to the Purchaser pursuant to the Purchase Agreement, at a price of $25.00 per share. We intend to use the gross proceeds of $150.0 million from the sale of Convertible Preferred Stock for general corporate purposes including, without limitation, funding any repurchase program relating to shares of the our common stock or debt repayment. See “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds” in Part II of this Quarterly Report on Form 10-Q for more information.
RIC Status and Distributions
We have elected to be subject to tax as a RIC under Subchapter M of the Code. In order to qualify for RIC tax treatment, we must, among other things, make timely distributions of an amount at least equal to 90% of our investment company taxable income, determined without regard to any deduction for distributions paid, each tax year. As long as the distributions are declared by the later of the fifteenth day of the tenth month following the close of a tax year or the due date of the tax return for such tax year, including extensions, distributions paid up to twelve months after the current tax year can be carried back to the prior tax year for determining the distributions paid in such tax year. We intend to make sufficient distributions to our stockholders to qualify for and maintain our RIC tax status each tax year. We are also subject to a 4% nondeductible federal excise tax on certain undistributed income unless we make distributions in a timely manner to our stockholders generally of an amount at least equal to the sum of (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (2) 98.2% of our capital gain net income, which is the excess of capital gains in excess of capital losses, or “capital gain net income” (adjusted for certain ordinary losses), for the one-year period ending October 31 of that calendar year and (3) any net ordinary income and capital gain net income for the preceding years that were not distributed during such years and on which we paid no U.S. federal income tax. Any distribution declared by us during October, November or December of any calendar year, payable to stockholders of record on a specified date in such a month and actually paid during January of the following calendar year, will be treated as if it had been paid by us, as well as received by our stockholders, on December 31 of the calendar year in which the distribution was declared. We can offer no assurance that we will achieve results that will permit us to pay any cash distributions. If we issue senior securities, we may be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings.
Subject to applicable legal restrictions and the sole discretion of our Board, we intend to authorize, declare and pay regular cash distributions to our common stockholders on a quarterly basis. We will calculate each stockholder’s specific distribution amount for the period using record and declaration dates and each stockholder’s distributions will begin to accrue on the date that shares of our common stock are issued to such stockholder. From time to time, we may also pay to our common stockholders special interim distributions in the form of cash or shares of our common stock at the discretion of our Board.
Holders of the Convertible Preferred Stock are entitled to receive cumulative dividends at an annual rate of 5.00% of the Liquidation Preference per share, computed on the basis of a 360-day year consisting of twelve 30-day months, payable in cash. At the Company’s option, dividends may instead be paid at an annual rate of 7.00% of the Liquidation Preference per share in additional shares of Convertible Preferred Stock, or a PIK Dividend, valued at the Liquidation Preference per share; provided that the Company is prohibited from paying dividends in additional shares if the conversion feature at the time of issuance of such additional shares is equal to or greater than 10.00% of the value of the Convertible Preferred Stock. After the 5.5-year anniversary of the issue date, both the cash dividend rate and the PIK Dividend rate will each increase by 1.00% per annum on each annual anniversary thereafter.
Dividends are payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year, each, a Dividend Payment Date, or, if such date is not a business day, on the next succeeding business day. Dividends accumulate from the date of issuance, June 29, 2026. The first Dividend Payment Date is September 30, 2026, covering the period from June 29, 2026 through September 30, 2026. Dividends are paid to holders of record as of the close of business on the record date designated by the Board for the applicable Dividend Payment Date. Each dividend period begins on and includes a Dividend Payment Date (or, for the initial period, the issue date) and ends on, but excludes, the next succeeding Dividend Payment Date.
The IRS currently requires that a RIC that has two or more classes of stock allocate to each such class proportionate amounts of each type of its income (such as ordinary income and capital gains) based upon the percentage of total dividends paid to each class for the tax year. Accordingly, while the Convertible Preferred Stock is outstanding, we intend to allocate capital gain dividends, if any, between shares of our common stock and preferred stock in proportion to the total dividends paid to each class with respect to such tax year.
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a stockholder’s investment rather than a return of
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earnings or gains derived from our investment activities. Each year a statement on Form 1099-DIV identifying the sources of the distributions will be mailed to our stockholders. No portion of the distributions paid during the six months ended June 30, 2026 or 2025 represented a return of capital.
We intend to make our regular distributions on common stock in the form of cash, out of assets legally available for distribution, except for those stockholders who receive their distributions in the form of shares of our common stock under the DRP. Any distributions reinvested under the plan will nevertheless remain taxable to a stockholder.
The following tables reflect the distributions per share that we have declared on our common stock during the six months ended June 30, 2026 and 2025:
For the Six Months EndedJune 30, 2026
Date Declared Record Date Payment Date Dividend per Share
February 19, 2026 March 18, 2026 April 2, 2026 $ 0.48
May 6, 2026 June 17, 2026 July 2, 2026 0.42
Total Dividends Declared $ 0.90
For the Six Months EndedJune 30, 2025
Date Declared Record Date Payment Date Dividend per Share
February 25, 2025 March 19, 2025 April 2, 2025 $ 0.70
May 5, 2025 June 18, 2025 July 2, 2025 0.70
Total Dividends Declared $ 1.40
See Note 5 to our unaudited consolidated financial statements included herein for additional information regarding our distributions.
Recent Developments
Common Stock Distribution
On August 5, 2026, our Board of Directors declared a regular quarterly distribution of $0.44 per share which will be paid on or about October 2, 2026 to common stockholders of record as of the close of business on September 16, 2026. The timing and amount of any future distributions to common stockholders are subject to applicable legal restrictions and the sole discretion of our Board of Directors.
Convertible Preferred Stock Distribution
On July 30, 2026, our Board of Directors declared a cash dividend on the Convertible Preferred Stock for the period from June 29, 2026 through September 30, 2026 in the amount of $0.315972 per preferred share, which will be paid on or about September 30, 2026 to the holder of record as of the close of business on September 15, 2026.
Issuer Share Repurchases
During the period from July 1, 2026 to August 5, 2026, 2026, the Company repurchased 3,348,353 shares of common stock pursuant to the Company Share Repurchase Authorization at an average price per share (inclusive of commissions paid) of $10.75 (totaling $36). All such repurchases were made on the Company’s behalf by a third-party agent on the open market at prices below net asset value per share in transactions intended to qualify for the safe harbors provided by Rules 10b5-1 and 10b-18 under the Exchange Act.
Critical Accounting Policies and Estimates
Our financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management utilizes available information, including our past history, industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in “Note 2. Summary of Significant Accounting Policies” in
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our consolidated financial statements. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. We have identified one of our accounting policies, valuation of portfolio investments, specifically the valuation of Level 3 investments, as critical because it involves significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition. As we execute our operating plans, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below and in the notes to our consolidated financial statements included herein.
As of June 30, 2026, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented 95.20% of our total assets, as compared to 94.76% of our total assets as of December 31, 2025.
Valuation of Portfolio Investments
Our Board is responsible for overseeing the valuation of our portfolio investments at fair value as determined in good faith pursuant to the Adviser’s valuation policy. As permitted by Rule 2a-5 of the 1940 Act, our Board has designated the Adviser as our valuation designee with day-to-day responsibility for implementing the portfolio valuation process set forth in the Adviser’s valuation policy.
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the FASB clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical securities; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The Adviser determines the fair value of our investment portfolio each quarter. Securities that are publicly-traded with readily available market prices will be valued at the reported closing price on the valuation date. Securities that are not publicly-traded with readily available market prices will be valued at fair value as determined in good faith by the Adviser, in accordance with valuation policies approved by our Board. In connection with that determination, the Adviser will prepare portfolio company valuations which are based on relevant inputs, including, but not limited to, indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts, and valuations prepared by independent third-party pricing and valuation services.
With respect to investments for which market quotations are not readily available, we undertake a multi-step valuation process each quarter, as described below:
•our quarterly fair valuation process begins by the Adviser facilitating the delivery of updated quarterly financial and other information relating to each investment to an independent third-party pricing or valuation service;
•the independent third-party pricing or valuation service then reviews and analyzes the information, along with relevant market and economic data, and determines proposed valuations for each portfolio company or investment according to the valuation methodologies in the Adviser’s valuation policy and communicates the information to the Adviser in the form of a valuation range for Level 3 assets;
•the Adviser then reviews the preliminary valuation information for each portfolio company or investment and provides feedback about the accuracy, completeness and timeliness of the valuation-related inputs considered by the independent third-party pricing or valuation service and any suggested revisions thereto prior to the independent third-party pricing or valuation service finalizing its valuation range;
•the Adviser then provides the Board’s valuation committee with its valuation determinations and valuation-related information for each portfolio company or investment, along with any applicable supporting materials; and other information that is relevant to the fair valuation process as required by the Adviser’s board reporting obligations;
•the Board’s valuation committee meets with the Adviser to receive the relevant quarterly reporting from the Adviser and to discuss any questions from the valuation committee in connection with the valuation committee’s role in overseeing the fair valuation process; and
•following the completion of its fair value oversight activities, the valuation committee (with the assistance of the Adviser) provides our Board with a report regarding the quarterly valuation process.
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In circumstances where the Adviser deems appropriate, the Adviser’s internal valuation team values certain investments. When performing the internal valuations, the Adviser utilizes similar valuation techniques as an independent third-party pricing service would use. Such valuations are approved by an internal valuation committee of the Adviser, with oversight from the valuation committee of the Board, as described above.
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on our consolidated financial statements. In making its determination of fair value, the Adviser may use any independent third-party pricing or valuation services for which it has performed the appropriate level of due diligence. However, the Adviser is not required to determine fair value in accordance with the valuation provided by any single source, and may use any relevant data, including information sourced by the Adviser or provided by any independent third-party valuation or pricing service that the Adviser deems to be reliable in determining fair value under the circumstances. Below is a description of factors that the Adviser and any independent third-party valuation services may consider when determining the fair value of our investments.
The valuation methods utilized for each portfolio company may vary depending on industry and company-specific considerations. Typically, the first step is to make an assessment as to the enterprise value of the portfolio company’s business in order to establish whether the portfolio company’s enterprise value is greater than the amount of its debt as of the valuation date. This analysis helps to determine a risk profile for the applicable portfolio company and its related investments, and the appropriate valuation methodology to utilize as part of the security valuation analysis. The enterprise valuation may be determined using a market or income approach.
Valuation of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms of the debt. For investments without readily available market prices, the Adviser may incorporate these factors into discounted cash flow models to arrive at fair value. Various methods may be used to determine the appropriate discount rate in a discounted cash flow model.
Domestic and foreign fixed-income instruments and non-exchange traded derivatives are normally valued on the basis of quotes obtained from brokers and dealers or pricing services using data reflecting the earlier closing of the principal markets for those securities. Bank loans, including senior secured floating rate and fixed-rate loans, are valued by using readily available market quotations or another commercially reasonable method selected by an independent, third-party pricing service that has been engaged by the Adviser, or, if such independent, third-party valuations are not available, by using broker quotations. Senior secured adjustable, variable or floating rate loans for which an active secondary market exists to a reliable degree will be valued at the bid price in the market for such loans, as provided by a loan pricing service. Directly originated loans are valued on an individual loan level. In doing so, the Adviser may engage an independent, third-party valuation agent, and fair valuation of such loans will be performed using inputs that incorporate borrower level data, including significant events affecting the issuer or collateral and market developments. Prices obtained from independent pricing services use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Exchange traded options, futures and options on futures are valued at the settlement price determined by the relevant exchange. The value of swaps, including credit default swaps, total return swaps and interest rate swaps will be determined by obtaining at least one dealer quotation (including information from counterparties) or valuations from third-party pricing services. If no quotations or valuations are available, or if such quotations or valuations are believed to be unreliable, swaps will be fair valued pursuant to procedures adopted by the Adviser and overseen by the Board.
Other factors that may be considered include the borrower’s ability to adequately service its debt, the fair market value of the borrower in relation to the face amount of its outstanding debt and the quality of collateral securing the debt investments.
For convertible debt securities, fair value generally approximates the fair value of the debt plus the fair value of an option to purchase the underlying security (i.e., the security into which the debt may convert) at the conversion price. To value such an option, a standard option pricing model may be used.
Our equity interests in portfolio companies for which there is no liquid public market are valued at fair value. Generally, the value of our equity interests in public companies for which market quotations are readily available is based upon the most recent closing public market price. Portfolio securities that carry certain restrictions on sale are typically valued at a discount from the public market value of the security. The Adviser will normally use pricing data for domestic or foreign equity securities received shortly after the close of the primary securities exchange on which such securities trade and does not normally take into account trading, clearances or settlements that take place after the close of the exchange.
When we receive warrants or other equity securities at nominal or no additional cost in connection with an investment in a debt security, the cost basis in the investment will be allocated between the debt securities and any such warrants or other equity securities received at the time of origination. The Adviser subsequently values these warrants or other equity securities received at their fair value.
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See Note 8 to our unaudited consolidated financial statements included herein for additional information regarding the fair value of our financial instruments.
Other Contractual Obligations
We have entered into agreements with the Adviser to provide us with investment advisory and administrative services. Payments for investment advisory services under the Advisory Agreement are equal to (a) an annual base management fee based on the average weekly value of our gross assets (excluding cash and cash equivalents) and (b) an incentive fee based on our performance. The Adviser is reimbursed for administrative expenses incurred on our behalf. See Note 4 to our unaudited consolidated financial statements included herein for a discussion of these agreements and for the amount of fees and expenses accrued under these agreements during the six months ended June 30, 2026 and 2025.