Bain Capital Specialty Finance, Inc.

Previous wording

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by the Advisor, a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). Since we commenced operations on October 13, 2016 through March 31, 2026, we have invested approximately $9,975.9 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

Current wording

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by the Advisor, a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). Since we commenced operations on October 13, 2016 through June 30, 2026, we have invested appr oximately $10,129.6 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

Previous wording

Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2026 and December 31, 2025, 92.6% and 92.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Current wording

Our debt investment portfolio consists of primarily floating rate loans. As of June 30, 2026 and December 31, 2025,94.5% and 92.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Previous wording

To the extent that expenses to be borne by us are paid by the Administrator, we will generally reimburse the Administrator for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Current wording

To the extent that expenses to be borne by us are paid by the Administrator, we will generally reimburse the Administrator for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board.

Previous wording

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of March 31, 2026, the Company’s asset coverage was 174.6%.

Current wording

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. The Company's sole initial shareholder adopted this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act on February 1, 2019; previously the threshold was 200%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of June 30, 2026, the Company’s asset coverage was 171.0%.

Previous wording

Portfolio construction is largely the responsibility of the portfolio managers. The portfolio managers will construct the portfolio using a set of approved investments. While the decision to buy generally requires approval from at least the Private Credit Investment Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company’s debt.

Current wording

Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company’s debt.

Previous wording

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2026, there were eleven loans from six issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2025, there were twelve loans from six issuers placed on non-accrual in the Company’s portfolio.

Current wording

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2026, there were twenty-one loans from four issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2025, there were twelve loans from six issuers placed on non-accrual in the Company’s portfolio.

Previous wording

review of monthly and quarterly financial statements and financial projections of portfolio companies.

Current wording

review of monthly and quarterly Consolidated Financial Statements and financial projections of portfolio companies.

Previous wording

As of March 31, 2026, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company has contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of March 31, 2026, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members.

Current wording

As of June 30, 2026, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company has contributed $254.3 million in capital and has no unfunded capital commitments. As of June 30, 2026, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has no unfunded capital commitments. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members.

Previous wording

As of March 31, 2026, ISLP had $711.9 million in debt and equity investments, at fair value. The following table is a summary of ISLP’s portfolio at fair value:

Current wording

As of June 30, 2026, ISLP had $705.7 million in debt and equity investments, at fair value. The following table is a summary of ISLP’s portfolio at fair value:

Previous wording

On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers.

Current wording

On February 9, 2022, the Company and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers.

Previous wording

As of March 31, 2026, the Company’s investment in SLP consisted of subordinated notes of $166.9 million, preferred equity interests of $1.8 million and equity interests of $3.6 million. As of December 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.8 million and equity interests of $5.0 million. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members.

Current wording

As of June 30, 2026, the Company’s investment in SLP consisted of subordinated notes of $163.8 million, preferred equity interests of $1.8 million and equity interests of $0.0 million. As of December 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.8 million and equity interests of $5.0 million. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members.

Previous wording

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $49.4 million for the three months ended March 31, 2026 from $50.8 million for the three months ended March 31, 2025, primarily due to a decrease in yield of the investment portfolio. Dividend income increased to $6.6 million for the three months ended March 31, 2026 from $6.5 million for the three months ended March 31, 2025, primarily due to an increase in dividend income from SLP and ISLP. PIK income increased to approximately $8.7 million for the three months ended March 31, 2026 from $6.6 million for the three months ended March 31, 2025, primarily due to an increase in the number of investments earning PIK income, including new investments underwritten with PIK income and amendments to existing investments. Other income decreased to approximately $1.5 million for the three months ended March 31, 2026 from $2.9 million for the three months ended March 31, 2025, primarily due to a decrease in commitment and upfront fees earned on certain investments. As of March 31, 2026, the weighted average yield of our investment portfolio decreased to 10.8% from 11.5% as of March 31, 2025, at amortized cost.

Current wording

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $45.2 million for the three months ended June 30, 2026 from $54.2 million for the three months ended June 30, 2025, primarily due to a decrease in yield of the investment portfolio.

Previous wording

Interest and debt financing expenses on our borrowings totaled approximately $20.3 million and $18.9 million for the three months ended March 31, 2026 and 2025, respectively. Interest and debt financing expense for the three months ended March 31, 2026 as compared to March 31, 2025 increased primarily due to an increase in debt outstanding for the period. The weighted average principal debt balance outstanding for the three months ended March 31, 2026 was $1.6 billion compared to $1.4 billion for the three months ended March 31, 2025.

Current wording

Interest and debt financing expenses on our borrowings decreased to $20.7 million from $21.8 million for the three months ended June 30, 2026 and 2025, respectively. This decrease was primarily due to a decrease in average debt outstanding. Interest and debt financing expenses on our borrowings increased to$40.9 million from$40.7 million for the six months ended June 30, 2026 and 2025, respectively. This increase was primarily due to fluctuations in base rates. The weighted average principal debt balance outstanding for the three months ended June 30, 2026 was $1.5 billion compared to $ 1.6 billion for the three months ended June 30, 2025. The weighted average principal debt balance outstanding for the six months ended June 30, 2026 was $1.5 billion compared to $1.5 billion for the six months ended June 30, 2025.

Previous wording

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and the year ended December 31, 2025 was 4.6% and 4.8%, respectively.

Current wording

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the six months ended June 30, 2026 and the year ended December 31, 2025 was 4.8% and 4.8%, respectively.

Previous wording

Management fee (net of waivers) was $9.1 million for the three months ended March 31, 2026 and $9.1 million for the three months ended March 31, 2025. Management fee (gross of waivers) was $9.1 million for the three months ended March 31, 2026 and $9.1 million for the three months ended March 31, 2025. Management fee waived for the three months ended March 31, 2026 and 2025 was $0.0 million and $0.0 million, respectively.

Current wording

Management fee (net of waivers) was $18.1 million for the six months ended June 30, 2026 and $18.3 million for the six months ended June 30, 2025. Management fee (gross of waivers) was $18.1 million for the six months ended June 30, 2026 and $18.3 million for the six months ended June 30, 2025. Management fee waived for the three and six months ended June 30, 2026 and 2025 was $0.0 million and $0.0 million, respectively.

Previous wording

Incentive fee (net of waivers) increased to $5.6 million for the three months ended March 31, 2026 from $2.2 million for the three months ended March 31, 2025. The following table summarizes the incentive fee for the three months ended March 31, 2026 and 2025 (dollars in thousands):

Current wording

Incentive fee (net of waivers) decreased to $0.8 million for the three months ended June 30, 2026 from $5.4 million for the three months ended June 30, 2025. The following table summarizes the incentive fee for the three months ended June 30, 2026 and 2025 (dollars in thousands):

Previous wording

Professional fees and other general and administrative expenses decreased to $2.8 million for the three months ended March 31, 2026 from $3.3 million for the three months ended March 31, 2025, primarily due to a decrease in costs associated with servicing our investment portfolio.

Current wording

Professional fees and other general and administrative expenses decreased to $2.4 million for the three months ended June 30, 2026 from $2.6 million for the three months ended June 30, 2025, primarily due to a decrease in costs associated with servicing our investment portfolio.

Previous wording

For the three months ended March 31, 2026, we had $28.8 million in unrealized appreciation on 50 portfolio company investments, which was offset by $46.7 million in unrealized depreciation on 160 portfolio company investments. For the three months ended March 31, 2026, the unrealized appreciation was primarily driven by the reversal of unrealized depreciation resulting from the sale of Gale Aviation (Offshore) Co. and company specific valuation adjustments on equity investments in Legacy Corporate Lending HoldCo, LLC and AXH Air Coolers. For the three months ended March 31, 2026, the unrealized depreciation was primarily driven by decreases in the fair value of the Company’s investment in ISLP and certain portfolio company investments including, Applitools, American Trailer Rental Group, Aptus 1724 Gmbh and Abracon Group Holding, LLC, reflecting a combination of company specific valuation adjustments and market driven factors including widening of credit spreads.

Current wording

For the three months ended June 30, 2026, we had $38.6 million in unrealized appreciation on 61 portfolio company investments, which was offset by $38.2 million in unrealized depreciation on 150 portfolio company investments. For the three months ended June 30, 2026, unrealized appreciation was primarily driven by the reversal of unrealized depreciation resulting from the exit of Aptus 1724 Gmbh and Music Creation Group Bidco GmbH and the restructuring of Abracon Group Holdings, LLC. and company specific valuation adjustments on equity investments in AXH Air Coolers and on debt investments in American Trailer Rental Group. For the three months ended June 30, 2026, the unrealized depreciation was primarily driven by decreases in the fair value of the Company's investment in SLP and certain portfolio company investments including Service Master, A&R Logistics, Inc, and MZR Buyer, LLC, reflecting a combination of company specific valuation adjustments and market driven factors including widening of credit spreads.

Previous wording

For the three months ended March 31, 2026, realized gains were primarily driven by the sale of the Company’s equity interest in BTX Precision. For the three months ended March 31, 2026, realized losses were primarily driven by the sale of the Company’s equity interest in Gale Aviation (Offshore) Co.

Current wording

For the six months ended June 30, 2026, realized gains were primarily driven by the sale of the Company’s equity interest in BTX Precision and FCG Acquisitions, Inc. For the six months ended June 30, 2026, realized losses were primarily driven by the sale of the Company’s equity interest in Gale Aviation (Offshore) Co, the exit of Aptus 1724 GmbH, and Music Creation Group Bidco GmbH and the restructuring of the Company's investment in Abracon Group Holdings, LLC.

Previous wording

For the three months ended March 31, 2025, realized gains were primarily driven by the sale of the Company’s investment in Elk Parent Holdings, LP. For the three months ended March 31, 2025, realized losses were primarily driven by the sale of the Company’s investment in Aimbridge Acquisition Co., Inc. and Forming Machining Industries Holdings, LLC.

Current wording

For the six months ended June 30, 2025, realized gains were primarily driven by the sale of the Company’s equity interest in Eagle Rock Capital Corporation and debt investments in Goodfellow. For the six months ended June 30, 2025, realized losses were primarily driven by the sale of the Company’s investment in Aimbridge Acquisition Co., Inc. and Forming Machining Industries Holdings, LLC.

Previous wording

For the three months ended March 31, 2025, we had $50.9 million in unrealized appreciation on 77 portfolio company investments, which was offset by $26.2 million in unrealized depreciation on 99 portfolio company investments. For the three months ended March 31, 2025, unrealized appreciation was primarily driven by the reversal of prior unrealized depreciation resulting from the sale of Aimbridge Hospitality and Forming Machining Industries Holdings, LLC and company specific valuation adjustments on Legacy Corporate Lending HoldCo, LLC, Eagle Rock Capital Corporation and Lightning Holdings B, LLC. For the three months ended March 31, 2025, unrealized depreciation was primarily due to widening of credit spreads and company specific valuation adjustments on Thrasio, LLC and Walker Edison.

Current wording

For the six months ended June 30, 2025, we had $75.3 million in unrealized appreciation on 90 portfolio company investments, which was offset by $47.3 million in unrealized depreciation on 100 portfolio company investments. For the six months ended June 30, 2025 unrealized appreciation was primarily driven by the reversal of prior unrealized depreciation resulting from the sale of Aimbridge Hospitality and Forming Machining Industries Holdings, LLC and company specific valuation adjustments on iBanFirst, Eagle Rock Capital Corporation, Legacy Corporate Lending HoldCo, LLC and Lightning Holdings B, LLC. For the six months ended June 30, 2025, unrealized depreciation was primarily due to a decrease in fair value of the Company's investment in ISLP, widening of credit spreads and company specific valuation adjustments on Walker Edison and Thrasio.

Previous wording

Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of ($2.9) million, and $4.3 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2026 and 2025, respectively. Including the total net realized and unrealized losses on forward currency exchange contracts of $3.6 million and ($4.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.7 million and ($0.2) million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of $(1.2) million and $15.2 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended June 30, 2026 and 2025, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $0.1 million and ($16.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $(1.1) million and ($1.3) million for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

For the three months ended March 31, 2026 and 2025, the increase in net assets resulting from operations was $3.4 million and $28.5 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2026 and 2025, our per share net increase in net assets resulting from operations was $0.05 and $0.44, respectively.

Current wording

For the three months ended June 30, 2026 and 2025, the increase in net assets resulting from operations was $14.1 million and $23.7 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended June 30, 2026 and 2025, our per share net increase in net assets resulting from operations was $0.22 and $0.37, respectively.

Previous wording

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of March 31, 2026 and December 31, 2025, our asset coverage ratio was 174.6% and 175.9%, respectively.

Current wording

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of June 30, 2026 and December 31, 2025, our asset coverage ratio was 171.0% and 175.9%, respectively.

Previous wording

At March 31, 2026 and December 31, 2025, we had $34.2 million and $58.9 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

Current wording

At June 30, 2026 and December 31, 2025, we had $130.6 million and $58.9 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

Previous wording

At March 31, 2026, we had approximately $660.0 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2025 we had approximately $604.0 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.

Current wording

At June 30, 2026, we had approximately $606.0 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2025 we had approximately $604.0 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.

Previous wording

For the three months ended March 31, 2026, cash, foreign cash, restricted cash, and cash equivalents decreased by $24.7 million. During the three months ended March 31, 2026, we provided $26.6 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $245.9 million and a net increase in assets resulting from operations of $3.4 million, which was offset by purchases of investments of $234.4 million. During the three months ended March 31, 2026, we used $51.3 million for financing activities, primarily on repayments of $649.0 million and distributions paid during the period of $37.0 million, partially offset by the issuance of the March 2031 Notes for $350.0 million, and borrowings under our Sumitomo Credit Facility of $293.0 million.

Current wording

For the six months ended June 30, 2026, cash, foreign cash, restricted cash, and cash equivalents increased by $71.7 million. During the six months ended June 30, 2026, we provided $97.4 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $489.0 million and a net increase in assets resulting from operations of $17.4 million, which was offset by purchases of investments of $406.4 million. During the six months ended June 30, 2026, we used $24.5 million for financing activities, primarily on repayments of $679.0 million and distributions paid during the period of $64.2 million, partially offset by the issuance of the March 2031 Notes for $350.0 million, and borrowings under our Sumitomo Credit Facility of $377.0 million.

Previous wording

For the three months ended March 31, 2025, cash, foreign cash, restricted cash, and cash equivalents decreased by $5.1 million. During the three months ended March 31, 2025, we used $7.3 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to purchases of investments of $299.4 million, which was offset by proceeds from principal payments and sales of investments of $251.3 million and a net increase in assets resulting from operations of $28.5 million. During the three months ended March 31, 2025, we provided $2.0 million for financing activities, primarily on the issuance of the March 2030 Notes for $350.0 million and borrowings under our Sumitomo Credit Facility of $109.0 million, partially offset by repayments of $395.7 million and distributions paid during the period of $58.2 million.

Current wording

For the six months ended June 30, 2025, cash, foreign cash, restricted cash, and cash equivalents increased by $75.4 million. During the six months ended June 30, 2025, we used $6.6 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to purchases of investments of $814.5 million, which was offset by proceeds from principal payments and sales of investments of $751.1 million and a net increase in assets resulting from operations of $52.3 million. During the six months ended June 30, 2025, we provided $79.8 million for financing activities, primarily on the issuance of the March 2030 Notes for $350.0 million and borrowings under our Sumitomo Credit Facility of $409.0 million, partially offset by repayments of $588.7 million and distributions paid during the period of $87.4 million.

Previous wording

The Company may from time to time issue and sell common stock through public or “at the market” offerings. No common stock was issued and sold through public or “at the market” offerings during the three months ended March 31, 2026. In connection with the issuance of common stock, the Company issued and sold common stock during the three months ended March 31, 2025 as follows:

Current wording

The Company may from time to time issue and sell common stock through public or “at the market” offerings. No common stock was issued and sold through public or “at the market” offerings during the six months ended June 30, 2026. In connection with the issuance of common stock, the Company issued and sold common stock during the six months ended June 30, 2025 as follows:

Previous wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2026 (dollars in thousands, except per share):

Current wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2026 (dollars in thousands, except per share):

Previous wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025 (dollars in thousands, except per share):

Current wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the six months ended June 30, 2025 (dollars in thousands, except per share):

Previous wording

The Company’s unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these Consolidated Financial Statements have been prepared in that currency.

Current wording

The Company’s unaudited Consolidated Financial Statements have been prepared in accordance with U.S. GAAP. The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in ASC 946. Our financial currency is U.S. dollars and these Consolidated Financial Statements have been prepared in that currency.

Previous wording

The preparation of the Consolidated Financial Statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Current wording

The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.

Previous wording

We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.

Current wording

Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.

Previous wording

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their concluded ranges.

Current wording

In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their conclusion.

Previous wording

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.

Current wording

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. The Administration Agreement was approved by our Board on October 6, 2016. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley Act internal control assessment.