Kayne Anderson BDC, Inc.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
Organization
Kayne Anderson BDC, Inc. (the “Company”) is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, the Company intends to qualify as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company is a Delaware corporation formed to make investments in middle-market companies and commenced operations on February 5, 2021. Following its initial public offering, the Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KBDC” on May 22, 2024.
The Company is managed by KA Credit Advisors, LLC (the “Advisor”), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”), a prominent alternative investment management firm. The Advisor operates within Kayne Anderson’s middle market private credit platform (“KAPC” or “Kayne Anderson Private Credit”). The Advisor is registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Advisory Act of 1940, as amended. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments, determining the value of the investments and monitoring its investments and portfolio companies on an ongoing basis. The Board consists of six directors, four of whom are independent.
The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through debt investments in middle-market companies.
Note 2. Significant Accounting Policies
A. Basis of Presentation — the accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company is an investment company and follows accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946 – “Financial Services – Investment Companies.” In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair statement of the consolidated financial statements for the periods presented, have been included. Certain prior period information has been reclassified or conformed to the current period presentation and has no effect on the Company’s consolidated statements of assets and liabilities or consolidated statement of operations as previously reported.
B. Consolidation— as provided under Regulation S-X and ASC Topic 946 – “Financial Services – Investment Companies”, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company.
Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries, Kayne Anderson BDC Financing, LLC, (“KABDCF”); Kayne Anderson BDC Financing II, LLC (“KABDCF II”), and KABDC Corp, LLC in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. KABDC Corp, LLC is a Delaware LLC that has elected to be treated as a corporation for U.S. tax purposes and was formed to facilitate compliance with the requirements to be treated as a RIC under the Code by holding (directly or indirectly through a subsidiary) equity or equity related investments in portfolio companies organized as limited liability companies or limited partnerships.
C. Use of Estimates— the preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ materially from those estimates.
D. Cash and Cash Equivalents— cash and cash equivalents include short-term, liquid investments with an original maturity of three months or less and include money market fund accounts. Cash equivalents, which are the Company’s investments in money market fund accounts, are presented on the Company’s consolidated schedule of investments, and as investments in money market funds on the Company’s consolidated statement of assets and liabilities.
E. Investment Valuation, Fair Value— the Company conducts the valuation of its investments consistent with GAAP and the 1940 Act. The Company’s investments will be valued no less frequently than quarterly, in accordance with the terms of Topic 820 of the Financial Accounting Standards Board’s Accounting Standards Codification, Fair Value Measurement and Disclosures(“ASC 820”).
Pursuant to Rule 2a-5 under the 1940 Act, the Board of Directors has designated the Advisor as the “valuation designee” to perform fair value determinations of the Company’s portfolio holdings, subject to oversight by and periodic reporting to the Board. The valuation designee performs fair valuation of the Company’s portfolio holdings in accordance with the Advisor’s Valuation Program, as approved by the Board.
Traded Investments (Level 1 or Level 2)
Investments for which market quotations are readily available will typically be valued at those market quotations. Traded investments such as corporate bonds, preferred stock, bank notes, broadly syndicated loans or loan participations are valued by using the bid price provided by an independent pricing service, by an independent broker, the agent bank, syndicate bank or principal market maker. When price quotes for investments are not available, or such prices are stale or do not represent fair value in the judgment of the Company’s Advisor, fair market value will be determined using the Advisor’s valuation process for investments that are privately issued or otherwise restricted as to resale.
The Company may also invest, to a lesser extent, in equity securities purchased in conjunction with debt investments. While the Company anticipates these equity securities to be issued by privately held companies, the Company may hold equity securities that are publicly traded. Equity securities listed on any exchange other than the NASDAQ Stock Market, Inc. (“NASDAQ”) are valued, except as indicated below, at the last sale price on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the most recent bid and ask prices on such day. Securities admitted to trade on the NASDAQ are valued at the NASDAQ official closing price. Equity securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined at the close of the exchange representing the principal market for such securities. Equity securities traded in the over-the-counter market, but excluding securities admitted to trading on the NASDAQ, are valued at the closing bid prices.
Non-Traded Investments (Level 3)
Investments that are privately issued or otherwise restricted as to resale, as well as any security for which (a) reliable market quotations are not available in the judgment of the Company’s Advisor, or (b) the independent pricing service or independent broker does not provide prices or provides a price that in the judgment of the Company’s Advisor is stale or does not represent fair value, shall each be valued in a manner that most fairly reflects fair value of the security on the valuation date. The Company expects that a significant majority of its investments will be Level 3 investments. Unless otherwise determined by the Advisor, the following valuation process is used for the Company’s Level 3 investments:
Valuation Designee. The applicable investments will be valued no less frequently than quarterly by the Advisor, with new investments valued at the time such investment was made. The value of each Level 3 investment will be initially reviewed by the persons responsible for such portfolio company or investment. The Advisor will use a standardized template designed to approximate fair market value based on observable market inputs, updated credit statistics and unobservable inputs to determine a preliminary value. The Advisor will specify the titles of the persons responsible for determining the fair value of Company investments, including by specifying the particular functions for which they are responsible, and will reasonably segregate fair value determinations from the portfolio management of the Company such that the portfolio manager(s) may not determine, or effectively determine by exerting substantial influence on, the fair values ascribed to portfolio investments.
Valuation Firm. Quarterly, a third-party valuation firm engaged by the Advisor reviews the valuation methodologies and calculations employed for each of the Company’s investments that the Advisor has placed on the “watch list” and approximately 25% of the Company’s remaining investments. The third-party valuation firm will review and independently value all of the Level 3 investments at least once per year, on a rolling twelve-month basis. The quarterly report issued by the third-party valuation firm will provide positive assurance on the fair values of the investments reviewed.
Oversight. The Board has appointed the Advisor as the valuation designee for the Company for purposes of making determinations of fair value as permitted by Rule 2a-5 under the 1940 Act. The Audit Committee shall aid the Board in overseeing the Advisor’s fair valuation of securities that are not publicly traded or for which current market values are not readily available. The Audit Committee shall meet quarterly to review the fair value determinations, processes and written reports of the Advisor as part of the Board’s oversight responsibilities.
Determination of fair value involves subjective judgments and estimates. Accordingly, the notes to the Company’s financial statements express the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on the Company’s financial statements.
F. Interest Income Recognition — Interest income is recorded on an accrual basis and includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest. Discounts from and premiums to par value on investments purchased are accreted/amortized into interest income over the life of the respective security using the effective yield method. To the extent loans contain PIK provisions, PIK interest, computed at the contractual rate specified in each applicable agreement, is accrued and recorded as interest income and added to the principal balance of the loan. PIK interest income added to the principal balance is generally collected upon repayment of the outstanding principal. The Company does not accrue PIK interest if, in the opinion of the Advisor, PIK interest is not likely to be collectible. If the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status. Previously capitalized PIK interest is not reversed when an investment is placed on non-accrual status. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders in the form of dividends for the year the income was earned, even though the Company has not yet collected the cash. The amortized cost of investments represents the original cost adjusted for any accretion of discounts, amortization of premiums and PIK interest. For the nine months ended September 30, 2026 and 2025, the Company had$9,644 and$4,515, respectively, of PIK interest income included in interest income, which represents 5.6% and 2.6%, respectively, of aggregate interest income.
Loans are generally placed on non-accrual status when it has been determined that a significant impairment in the financial condition and ability of the borrower to repay principal and interest has occurred and is expected to continue such that it is probable that the collectability of the full amount of the loan (principal and interest) is doubtful. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. If cash payments are received subsequent to a loan being placed on non-accrual status, these payments will first be applied to previously accrued but uncollected interest, then to recover the principal. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Non-accrual loans are restored to accrual status when past due principal and interest are paid or there is no longer a reasonable doubt that such principal or interest will be collected in full and, in the Company’s judgment, principal and interest are likely to remain current. The Company may make exceptions to this policy if the loan has sufficient collateral value (i.e., typically measured as enterprise value of the portfolio company) or is in the process of collection. As of September 30, 2026, the Company's debt investments on non-accrual status comprised 5.4% and 3.6%, respectively, of total debt investments at cost and fair value. As of September 30, 2025, the Company's debt investments on non-accrual status comprised 2.5% and 1.4%, respectively, of total debt investments at cost and fair value.
G. Debt Issuance Costs— Costs incurred by the Company related to the issuance of its debt (credit facilities) are capitalized and amortized over the period the debt is outstanding. The Company has classified the costs incurred to issue its credit facilities as a deduction from the carrying value of the credit facilities on the Statement of Assets and Liabilities. For the purpose of calculating the Company’s asset coverage ratios pursuant to the 1940 Act, deferred issuance costs are not deducted from the carrying value of debt or preferred stock.
H. Dividends to Common Stockholders— Dividends to common stockholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Company’s board of directors each quarter and is generally based upon the earnings estimated by management and considers the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized capital gains, if any, are generally distributed, although the Company may decide to retain such capital gains for investment.
I. Income Taxes— it is the Company’s intention to continue to be treated as and to qualify each year for special tax treatment afforded a RIC under the Code. As long as the Company meets certain requirements that govern its sources of income, diversification of assets and timely distribution of earnings to stockholders, the Company will not be subject to U.S. federal income tax.
The Company must pay distributions equal to 90% of its investment company taxable income (ordinary income and short-term capital gains) to qualify as a RIC and it must distribute all of its taxable income (ordinary income, short-term capital gains and long-term capital gains) to avoid federal income taxes. The Company will be subject to federal income tax on any undistributed portion of income. For purposes of the distribution test, the Company may elect to treat as paid on the last day of its taxable year all or part of any distributions that are declared after the end of its taxable year if such distributions are declared before the due date of its tax return, including any extensions.
All RICs are subject to a non-deductible 4% excise tax on income that is not distributed on a timely basis in accordance with the calendar year distribution requirements. To avoid the tax, the Company must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of its net capital gains for the one-year period ending on December 31, the last day of our taxable year, and (iii) undistributed amounts from previous years on which the Company paid no U.S. federal income tax. A distribution will be treated as paid during the calendar year if it is paid during the calendar year or declared by the Company in October, November or December of such year, payable to stockholders of record on a date during such months and paid by the Company no later than January of the following year. Any such distributions paid during January of the following year will be deemed to be received by stockholders on December 31 of the year the distributions are declared, rather than when the distributions are actually received.
The Company’s wholly owned subsidiary, KABDC Corp, LLC has elected to be a corporation and is obligated to pay federal and state income tax on its taxable income. KABDC Corp, LLC invests in partnerships and includes its allocable share of the taxable income or loss in computing its own taxable income. Deferred income taxes reflect (i) taxes on unrealized gains (losses), which are attributable to the difference between fair value and tax cost basis, (ii) the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and (iii) the net tax benefit of accumulated net operating and capital losses. Income tax expense, if any, is included under the income category for which it relates in the Consolidated Statements of Operations.
To the extent KABDC Corp, LLC has a deferred tax asset, consideration is given as to whether or not a valuation allowance is required. The need to establish a valuation allowance for deferred tax assets is assessed periodically based on the Income Tax Topic of the FASB Accounting Standards Codification (ASC 740), that it is more likely than not that some portion or all of the deferred tax asset will not be realized. In the assessment for a valuation allowance, consideration is given to all positive and negative evidence related to the realization of the deferred tax asset. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods and the associated risk that certain loss carryforwards may expire unused.
KABDC Corp, LLC may rely to some extent on information provided by portfolio investments, which may not necessarily be timely, to estimate taxable income allocable to the units/shares of such companies held in the portfolio and to estimate the associated current and/or deferred tax liability.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof.
J. Commitments and Contingencies— in the normal course of business, the Company may enter into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.
K. Recent Accounting Pronouncements — In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU No. 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU No. 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis and concluded that the application of this guidance did not have any material impact on its consolidated financial statements.
In September 2026, the FASB issued ASU 2026-03, Fair Value Measurement (Topic 820): Investment Companies with Equity Securities Subject to Contractual Sale Restrictions. ASU No. 2026 requires investment companies to consider the effect of contractual sale restrictions when measuring the fair value of equity securities subject to such restrictions. ASU 2026-03 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years and early adoption is permitted. The Company is currently assessing the impact of this guidance, and the Company does not expect a material impact on its consolidated financial statements.
L. Derivative Instruments — The Company follows the guidance in ASC 815 Derivatives and Hedging, when accounting for its derivative instruments. The Company designated certain interest rate swaps as hedging instruments, and as a result, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s interest rate swaps are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations.
Note 3. Agreements and Related Party Transactions
A. Controlled / Affiliated Portfolio Companies— under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated, and non-controlled, affiliated, investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.
B. Administration Agreement— on February 5, 2021, the Company entered into an Administration Agreement with its Advisor, which serves as its Administrator and provides or oversees the performance of its required administrative services and professional services rendered by others, which include (but are not limited to), accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and filing of its tax returns, and preparation of financial reports provided to its stockholders and filed with the SEC. On February 12, 2026, the Board approved an additional one-year term of the Administration Agreement through March 15, 2027.
The Company reimburses the Administrator for its costs and expenses incurred in performing its obligations under the Administration Agreement, which may include its allocable portion of office facilities, overhead, and compensation paid to or compensatory distributions received by its officers (including our Chief Compliance Officer and Chief Financial Officer) and its respective staff who provide services to the Company. As the Company reimburses the Administrator for its expenses, the Company indirectly bears such cost. The Administration Agreement may be terminated by either party with 60 days’ written notice.
C. Investment Advisory Agreement— on February 5, 2021, the Company entered into an Investment Advisory Agreement with its Advisor. Pursuant to the Investment Advisory Agreement with its Advisor, the Company pays its Advisor a fee for investment advisory and management services consisting of two components—a base management fee and an incentive fee.
The Advisor may, from time-to-time, grant waivers on the Company’s obligations, including waivers of the base management fee and/or incentive fee, under the Investment Advisory Agreement. The Investment Advisory Agreement may be terminated by either party with 60 days’ written notice.
On March 6, 2024, the Board approved an amended and restated investment advisory agreement (the “Amended Investment Advisory Agreement”) and a fee waiver agreement (the “Fee Waiver Agreement”) between the Company and the Advisor, which became effective upon the completion of the initial public offering of the Company’s shares of common stock on May 24, 2024 (the “IPO Date”).
The Amended Investment Advisory Agreement is materially the same as the Investment Advisory Agreement except, following the IPO Date, the base management fee is calculated at an annual rate of 1.00% and the incentive fee on income is subject to a twelve-quarter lookback quarterly hurdle rate of 1.50% as opposed to a single quarter measurement and is subject to an Incentive Fee Cap (as defined below) based on the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below). This lookback feature provides that the Advisor’s income incentive fee may be reduced if the Company’s portfolio experiences aggregate write-downs or net capital losses during the applicable Trailing Twelve Quarters (as defined below). Pursuant to the Fee Waiver Agreement, commencing on the IPO Date, the Advisor implemented waivers of (i) the income incentive fee for three calendar quarters commencing the quarter the initial public offering was completed and (ii) a portion of the base management fee for one year following the completion of the initial public offering. Amounts waived by the Advisor pursuant to the Fee Waiver Agreement are not subject to recoupment by the Advisor.
On February 12, 2026, the Board approved an additional one-year term of the Investment Advisory Agreement through March 15, 2027.
Base Management Fee
Commencing on the IPO Date, the base management fee is calculated at an annual rate of 1.00% of the fair market value of the Company’s investments. Since the IPO Date was on a date other than the first day of a calendar quarter, the management fee was calculated for the calendar quarter at a weighted rate based on the fee rates applicable before and after the IPO Date based on the number of days in such calendar quarter before and after the IPO Date. Pursuant to the Fee Waiver Agreement, commencing on the IPO Date, the Advisor has contractually agreed to waive the base management fee at an annual rate of 0.25% for one year following the IPO Date.
For the three months ended September 30, 2026, the Company incurred base management fees of$5,657. For the three months ended September 30, 2025, the Company incurred base management fees of$5,583.
For the nine months ended September 30, 2026, the Company incurred base management fees of$16,634. For the nine months ended September 30, 2025, the Company incurred base management fees of$14,055, net of waiver of$2,071.
Incentive Fee
The Company also pays the Advisor an incentive fee. The incentive fee consists of two parts—an incentive fee on income and an incentive fee on capital gains. Described in more detail below, these components of the incentive fee are largely independent of each other with the result that one component may be payable even if the other is not.
Incentive Fee on Income
The incentive fee based on income (the “income incentive fee”) is determined and paid quarterly in arrears in cash. The Company’s quarterly pre-incentive fee net investment income must exceed a preferred return of 1.50% of the Company’s net asset value (“NAV”) at the end of the immediately preceding calendar quarter (6.0% annualized but not compounded) (the “Hurdle Amount”) in order for the Company to receive an income incentive fee.
Commencing on the IPO Date, the Company pays the Advisor an income incentive fee based on its aggregate pre-incentive fee net investment income with respect to the then-current calendar quarter and the eleven preceding calendar quarters beginning with the quarter ended September 30, 2024 (or the appropriate portion thereof in the case of any of the Company’s first eleven calendar quarters that commence with the quarter ended September 30, 2024) (those calendar quarters, the “Trailing Twelve Quarters”).
Commencing with the quarter ended September 30, 2024, subject to the Incentive Fee Cap (described below), the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Rate” equal to the product of (i) the hurdle rate of 1.50% per quarter (6.00% annualized) and (ii) the sum of our net assets at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Rate is calculated after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances pursuant to its dividend reinvestment plan, and distributions during the applicable calendar quarter. The income incentive fee for each calendar quarter is determined as follows:
no income incentive fee is payable to the Advisor in any calendar quarter in which aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Rate;
100% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined on a quarterly basis by multiplying 1.7647% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters (after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances pursuant to its dividend reinvestment plan, and distributions during the applicable calendar quarter); and
15.0% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.
Commencing with the quarter ended September 30, 2024, each income incentive fee is subject to an “Incentive Fee Cap” that in respect of any calendar quarter is an amount equal to 15.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the Trailing Twelve Quarters less the aggregate income incentive fees that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. In the event the Incentive Fee Cap is zero or a negative value then no income incentive fee shall be payable and if the Incentive Fee Cap is less than the amount of income incentive fee that would otherwise be payable, the amount of income incentive fee shall be reduced to an amount equal to the Incentive Fee Cap.
“Cumulative Pre-Incentive Fee Net Return” means with respect to the relevant Trailing Twelve Quarters, the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters minus any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no income incentive fee to the Advisor for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the income incentive fee that is payable to the Advisor for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income incentive fee to the Advisor equal to the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the income incentive fee that is payable to the Advisor for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income incentive fee to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.
These calculations are prorated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. Amounts waived by the Advisor pursuant to the Fee Waiver Agreement are not subject to recoupment by the Advisor.
Incentive Fee on Capital Gains
Commencing on the IPO Date, the incentive fee on capital gains is calculated and payable in arrears in cash as 15.0% of the Company’s realized capital gains, if any, on a cumulative basis from formation through the end of a given calendar year or upon termination of the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. In the event that the Investment Advisory Agreement terminates as of a date that is not a fiscal year end, the termination date will be treated as though it were a fiscal year end for purposes of calculating and paying a capital gain incentive fee.
For the three months ended September 30, 2026, the Company incurred incentive fees on income of$1,203 andno incentive fees on capital gains. For thethree months ended September 30, 2025, the Company incurred incentive fees on income of$4,419 andno incentive fees on capital gains.
For the nine months ended September 30, 2026, the Company incurred incentive fees on income of$6,209 andno incentive fees on capital gains. For thenine months ended September 30, 2025, the Company incurred incentive fees on income of$13,361 andno incentive fees on capital gains.
Note 4. Investments
The following table presents the composition of the Company’s investment portfolio (excluding short-term investments in money market funds) at amortized cost and fair value as of September 30, 2026 and December 31, 2025.
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| Amortized | Fair | Amortized | Fair | |
| Cost | Value | Cost | Value | |
| First-lien senior secured debt investments | $2,201,726 | $2,176,450 | $2,163,739 | $2,157,399 |
| Equity investments | 42,117 | 46,218 | 33,761 | 41,022 |
| Total portfolio company investments | $2,243,843 | $2,222,668 | $2,197,500 | $2,198,421 |
As of September 30, 2026 and December 31, 2025,$55,748 and$49,949, respectively, of the Company’s total assets were non-qualifying assets, as defined by Section 55(a) of the 1940 Act.
The Company uses Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of its portfolio companies.
The industry composition of long-term investments based on fair value as of September 30, 2026 and December 31, 2025 was as follows:
| September 30, 2026 · December 31, 2025 | ||||
|---|---|---|---|---|
| Health care providers & services | 13.5% | 10.8% | ||
| Commercial services & supplies | 11.4% | 11.9% | ||
| Distributors (Trading companies & distributors) | 11.0% | 11.9% | ||
| Food products | 10.3% | 10.5% | ||
| Containers & packaging | 9.5% | 9.1% | ||
| Professional services | 6.3% | 6.6% | ||
| Machinery | 5.7% | 6.9% | ||
| Financial services(1) | 5.3% | 4.8% | ||
| Chemicals | 4.0% | 3.7% | ||
| Leisure products | 2.8% | 2.6% | ||
| Building products | 2.5% | 1.6% | ||
| Household products | 2.4% | 2.4% | ||
| Personal care products | 2.3% | 1.1% | ||
| IT services | 1.6% | 1.6% | ||
| Automobile components | 1.4% | 1.7% | ||
| Aerospace & defense | 1.4% | 3.8% | ||
| Wireless telecommunication services | 1.3% | 1.5% | ||
| Electrical equipment | 1.1% | - | % | |
| Health care equipment & supplies | 1.1% | 1.1% | ||
| Textiles, apparel & luxury goods | 1.0% | 1.8% | ||
| Insurance | 1.0% | 1.0% | ||
| Biotechnology | 0.9% | 0.6% | ||
| Household durables | 0.9% | 0.9% | ||
| Diversified consumer services | 0.8% | 0.8% | ||
| Consumer staples distribution & retail | 0.5% | - | % | |
| Diversified telecommunication services | - | % | 0.2% | |
| Pharmaceuticals | - | % | 0.3% | |
| Specialty retail | - | % | 0.8% | |
| 100.0% | 100.0% | |||
(1)
Includes the Company’s debt and equity investment in SGCP Partners, Inc. (SG Credit), through investments in SGCP Intermediate, Inc. and SGCP Holdings, LLC, an asset based lending platform company, where the Company has a minority investment.
Note 5. Fair Value
The Fair Value Measurement Topic of the FASB Accounting Standards Codification (ASC 820) defines fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants under current market conditions at the measurement date. As required by ASC 820, the Company has performed an analysis of all investments measured at fair value to determine the significance and character of all inputs to their fair value determination. Inputs are the assumptions, along with considerations of risk, that a market participant would use to value an asset or a liability. In general, observable inputs are based on market data that is readily available, regularly distributed and verifiable that the Company obtains from independent, third-party sources. Unobservable inputs are developed by the Company based on its own assumptions of how market participants would value an asset or a liability.
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.
Level 1 — Valuations based on quoted unadjusted prices for identical instruments in active markets traded on a national exchange to which the Company has access at the date of measurement.
Level 2 — Valuations based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.
Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Company’s own assumptions that market participants would use to price the asset or liability based on the best available information.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given financial instrument is based on the lowest level of input that is significant to the fair value measurement. Assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.
The following tables present the fair value hierarchy of investments as of September 30, 2026 and December 31, 2025. Note that the valuation levels below are not necessarily an indication of the risk associated with the underlying investment.
| Level 1 · Level 2 · Level 3 · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| First-lien senior secured debt investments | $ | - | $ | - | $2,176,450 | $2,176,450 | |||
| Equity investments | - | - | 46,218 | 46,218 | |||||
| Total portfolio company investments at fair value | $ | - | $ | - | $2,222,668 | $2,222,668 | |||
| Investments in money market funds | 22,261 | - | - | 22,261 | |||||
| Interest rate swaps | - | (6,507) | - | (6,507) | |||||
| Total | $22,261 | $(6,507) | $2,222,668 | $2,238,422 | |||||
| Level 1 · Level 2 · Level 3 · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| First-lien senior secured debt investments | $ | - | $46,678 | $2,110,721 | $2,157,399 | ||||
| Equity investments | - | - | 41,022 | 41,022 | |||||
| Total portfolio company investments at fair value | $ | - | $46,678 | $2,151,743 | $2,198,421 | ||||
| Investments in money market funds | 25,409 | - | - | 25,409 | |||||
| Interest rate swaps | - | (299) | - | (299) | |||||
| Total | $25,409 | $46,379 | $2,151,743 | $2,223,531 | |||||
The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for thethree and nine months ended September 30, 2026 and 2025.
| For the three months ended September 30, 2026 | First-liensenior secureddebt investments | Privateequityinvestments | Total |
|---|---|---|---|
| Fair value, beginning of period | $2,222,793 | $43,825 | $2,266,618 |
| Purchases of investments | 86,937 | 705 | 87,642 |
| Investment restructuring | (7,045) | 7,045 | - |
| Proceeds from sales of investments and principal repayments | (114,914) | - | (114,914) |
| Net change in unrealized gain (loss) | (3,115) | (5,357) | (8,472) |
| Net realized gain (loss) | (14,901) | - | (14,901) |
| Net accretion of discount on investments | 3,739 | - | 3,739 |
| PIK interest and dividends | 2,956 | - | 2,956 |
| Transfers into (out of) Level 3 | - | - | - |
| Fair value, end of period | $2,176,450 | $46,218 | $2,222,668 |
| For the three months ended September 30, 2025 | First-liensenior secureddebt investments | Privateequityinvestments | Total |
|---|---|---|---|
| Fair value, beginning of period | $1,970,489 | $25,439 | $1,995,928 |
| Purchases of investments | 254,531 | 12,000 | 266,531 |
| Proceeds from sales of investments and principal repayments | (73,479) | (10) | (73,489) |
| Net change in unrealized gain (loss) | (7,001) | 1,563 | (5,438) |
| Net realized gain (loss) | - | 10 | 10 |
| Net accretion of discount on investments | 3,820 | - | 3,820 |
| PIK interest | 2,149 | - | 2,149 |
| Transfers into (out of) Level 3 | - | - | - |
| Fair value, end of period | $2,150,509 | $39,002 | $2,189,511 |
| For the nine months ended September 30, 2026 | First-liensenior secureddebt investments | Privateequityinvestments | Total |
|---|---|---|---|
| Fair value, beginning of period | $2,110,721 | $41,022 | $2,151,743 |
| Purchases of investments | 313,771 | 1,311 | 315,082 |
| Investment restructuring | (7,045) | 7,045 | - |
| Proceeds from sales of investments and principal repayments | (218,197) | - | (218,197) |
| Net change in unrealized gain (loss) | (19,538) | (3,160) | (22,698) |
| Net realized gain (loss) | (27,200) | - | (27,200) |
| Net accretion of discount on investments | 10,017 | - | 10,017 |
| PIK interest and dividends | 13,921 | - | 13,921 |
| Transfers into (out of) Level 3 | - | - | - |
| Fair value, end of period | $2,176,450 | $46,218 | $2,222,668 |
| For the nine months ended September 30, 2025 | First-liensenior secureddebt investments | Privateequityinvestments | Total |
|---|---|---|---|
| Fair value, beginning of period | $1,719,182 | $22,737 | $1,741,919 |
| Purchases of investments | 666,250 | 12,665 | 678,915 |
| Proceeds from sales of investments and principal repayments | (231,782) | (856) | (232,638) |
| Net change in unrealized gain (loss) | (18,420) | 3,850 | (14,570) |
| Net realized gain (loss) | - | 606 | 606 |
| Net accretion of discount on investments | 10,637 | - | 10,637 |
| PIK interest | 4,642 | - | 4,642 |
| Transfers into (out of) Level 3 | - | - | - |
| Fair value, end of period | $2,150,509 | $39,002 | $2,189,511 |
For the three and nine months ended September 30, 2026 and 2025, the Company did not recognize any transfers to or from Level 3. The change in unrealized gain (loss) relates to investments that were held during the period. The Company includes these unrealized gains and losses on the Statement of Operations – Net Change in Unrealized Gains (Losses).
Valuation Techniques and Unobservable Inputs
Non-traded debt investments are typically valued using either a market yield analysis or an enterprise value analysis. For debt investments that are not considered to be credit impaired, the Advisor uses a market yield analysis to determine fair value. If the debt investment is considered to be credit impaired (which is determined by performing an enterprise value analysis), the Advisor will use the enterprise value analysis or a liquidation basis analysis to determine fair value.
To determine fair value using a market yield analysis, the Advisor discounts the contractual cash flows of each investment at an appropriate discount rate (the market yield). To determine the estimated market yield for its debt investments, the Advisor analyzes changes in the risk/reward (measured by yields and leverage) of middle market indices as compared to changes in risk/reward for the underlying investment and estimates the appropriate discount rate for such debt investment. In this context, the discount rate and the fair market value of the investment is impacted by the structure and pricing of the security relative to current market yields for similar investments in similar businesses as well as the financial performance of such business. In performing this analysis, the Advisor considers data sources including, but not limited to: (i) industry publications, such as S&P Global’s High-End Middle Market Lending Review; Thomson Reuter’s Refinitiv Middle Market Monthly Stats; CapitalIQ; Pitchbook News; The Lead Left, and other data sources; (ii) comparable investments reviewed or completed by affiliates of the Advisor, and (iii) information obtained and provided by the Advisor’s independent valuation managers.
To determine if a debt investment is credit impaired, the Advisor estimates the enterprise value of the business and compares such estimate to the outstanding indebtedness of such business. The Advisor utilizes the following valuation methodologies to determine the estimated enterprise value of the company: (i) analysis of valuations of publicly traded companies in a similar line of business (“public company comparable analysis”), (ii) analysis of valuations of M&A transaction valuations for companies in a similar line of business (“precedent transaction analysis”), (iii) discounted cash flows (“DCF analysis”) and (iv) other valuation methodologies.
In determining the non-traded debt investment valuations, the following factors are considered, where relevant: the nature and realizable value of any collateral; the company’s ability to make interest payments, amortization payments (if any) and other fixed charges; call features, put features and other relevant terms of the debt security; the company’s historical and projected financial results; the markets in which the company does business; changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be valued; and other relevant factors.
Equity investments in private companies are typically valued using one of or a combination of the following valuation techniques: (i) public company comparable analysis, (ii) precedent transaction analysis and (iii) DCF analysis.
Under all of these valuation techniques, the Advisor estimates operating results of the companies in which it invests, including earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) and free cash flow. These estimates utilize unobservable inputs such as historical operating results, which may be unaudited, and projected operating results, which will be based on operating assumptions for such company. Investment performance data utilized will be the most recently available as of the measurement date which in many cases may reflect up to a one quarter lag in information. These estimates will be sensitive to changes in assumptions specific to such company as well as general assumptions for the industry. Other unobservable inputs utilized in the valuation techniques outlined above include: discounts for lack of marketability, selection of publicly traded companies, selection of similar precedent transactions, selected ranges for valuation multiples and expected required rates of return (discount rates).
Quantitative Table for Valuation Techniques
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2026 and December 31, 2025. Thetables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Advisor’s determination of fair value. The Company calculates weighted average, based on the value of the unobservable input of each investment relative to the fair value of the investment compared to the total fair value of all investments. First-lien senior secured debt investments include the Company’s senior secured loan in an investment vehicle (BC CS 2, L.P.), which is considered subordinated debt since it is collateralized by a preferred stock investment in Cuisine Solutions, Inc. Additionally, first lien senior secured debt investments include the Company's senior secured debt investments in SG Credit which are structurally subordinated to senior debt (non-recourse to the Company) at the finance subsidiaries of SG Credit.
| Valuation · Unobservable · Weighted | |||||||
|---|---|---|---|---|---|---|---|
| Fair Value · Technique · Input · Range · Average | |||||||
| First-lien senior secured debt investments | $2,176,450 | Discounted cash flow analysis | Discount rate | 8.1% - 15.0% | 10.9% | ||
| Preferred equity investment | 16,504 | Discounted cash flow analysis | Discount rate | 15.0% | 15.0% | ||
| Other equity investments | 29,214 | Comparable Multiples | EV / EBITDAEV / Tangible Book Value | 3.3 - 17.2 | 6.8 | ||
| Common equity investments | 500 | Precedent Transaction Analysis | Original Cost | 1.0 | 1.0 | ||
| $2,222,668 | |||||||
| Valuation · Unobservable · Weighted | |||||
|---|---|---|---|---|---|
| Fair Value | Technique | Input | Range | Average | |
| First-lien senior secured debt investments | $2,110,721 | Discounted cash flow analysis | Discount rate | 6.4% - 15.0% | 9.5% |
| Preferred equity investment | 15,767 | Discounted cash flow analysis | Discount rate | 15.0% | 15.0% |
| Common equity investment | 14,000 | Precedent Transaction Analysis | Original cost | 1.0 | 1.0 |
| Other equity investments | 11,255 | Comparable Multiples | EV / EBITDA | 6.3 - 17.2 | 10.6 |
| $2,151,743 | |||||
Note 6. Debt
Corporate Credit Facility
As of September 30, 2026, the Company had a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $475,000 which has a commitment termination date of November 22, 2028 and a maturity date of November 22, 2029. The Corporate Credit Facility also provides for a feature that allows the Company, under certain circumstances, to increase the overall size of the Corporate Credit Facility to a maximum of $600,000. Theinterest rate on the Corporate Credit Facility is equal to Term SOFR (a forward-looking rate based on SOFR futures) plus an applicable spread of 2.10% per annum or an “alternate base rate” (as defined in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.00%. The Company is also required to pay a commitment fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.
Under the Corporate Credit Facility, the Company is required to comply with various covenants, reporting requirements and other customary requirements for similar revolving credit facilities, including, without limitation, covenants related to: (a) limitations on the incurrence of additional indebtedness and liens, (b) limitations on certain investments, (c) limitations on certain restricted payments, (d) maintaining a certain minimum stockholders’ equity, and (e) maintaining a ratio of total assets (less total liabilities not representing indebtedness) to total indebtedness of the Company and its consolidated subsidiaries of not less than 1.5:1.0. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Corporate Credit Facility. Amounts available to borrow under the Corporate Credit Facility are subject to compliance with a borrowing base that applies different advance rates to different types of assets (based on their value as determined pursuant to the Corporate Credit Facility) that are pledged as collateral. The Corporate Credit Facility is secured by certain assets in the Company’s portfolio and excludes investments held by Kayne Anderson BDC Financing LLC (“KABDCF”) under the Revolving Funding Facility and by Kayne Anderson BDC Financing II, LLC (“KABDCF II”) under the Revolving Funding Facility II (each as defined below).
For the nine months ended September 30, 2026 and 2025, the average amount of borrowings outstanding under the Corporate Credit Facility was$191,495 and$255,172, respectively, with a weighted average interest rate of 5.78% and 6.43%, respectively, for the Corporate Facility portion. As of September 30, 2026, the Company had$162,000 outstanding under the Corporate Credit Facility at a weighted average interest rate of 5.92%.
Revolving Funding Facility
As of September 30, 2026, the Company and KABDCF, a wholly-owned, special purpose financing subsidiary, had a senior secured revolving funding facility (the “Revolving Funding Facility”), that has a total commitment of $675,000. The end of the reinvestment period is February 20, 2029, and the maturity date is February 20, 2031. The interest rate on the Revolving Funding Facility is SOFR plus 1.95% per annum. The Revolving Funding Facility is secured by all of the assets held by KABDCF and the Company has agreed that it will not grant or allow a lien on the membership interest of KABDCF.
KABDCF is also required to pay a commitment fee of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility. Amounts available to borrow under the Revolving Funding Facility are subject to a borrowing base that applies different advance rates to different types of assets held by KABDCF and is subject to limitations with respect to the loans securing the Revolving Funding Facility, including restrictions on, loan size, industry concentration, payment frequency and status, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and KABDCF are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Revolving Funding Facility.
For the nine months ended September 30, 2026 and 2025, the average amount of borrowings outstanding under the Revolving Funding Facility was$526,749 and$527,610, respectively, with a weighted average interest rate of 5.63% and 6.52%, respectively. As of September 30, 2026, the Company had$583,000 outstanding under the Revolving Funding Facility at a weighted average interest rate of 5.82%.
Revolving Funding Facility II
As of September 30, 2026, the Company and KABDCF II, a wholly-owned, special purpose financing subsidiary, had a senior secured revolving credit facility (the “Revolving Funding Facility II”). The Revolving Funding Facility II has an initial commitment of $250,000 which, under certain circumstances, can be increased up to $500,000. The Revolving Funding Facility II is secured by all of the assets held by KABDCF II and the Company has agreed that it will not grant or allow a lien on the membership interest of KABDCF II. The end of the reinvestment period is December 22, 2027, and the maturity date is December 22, 2029. The interest rate on the Revolving Funding Facility II is 3-month term SOFR plus 2.25%. KABDCF II is also required to pay a commitment fee of 0.55% on the unused portion of the Revolving Funding Facility II.
Amounts available to borrow under the Revolving Funding Facility II are subject to a borrowing base that has limitations with respect to the loans securing the Revolving Funding Facility II, including limitations on, loan size, payment frequency and status, sector concentrations, as well as restrictions on portfolio company leverage, all of which may also affect the borrowing base and therefore amounts available to borrow. The Company and KABDCF II are also required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. These covenants are subject to important limitations and exceptions that are described in the agreements governing the Revolving Funding Facility II.
For the nine months ended September 30, 2026 and 2025, the average amount of borrowings outstanding under the Revolving Funding Facility II was$192,634 and$160,038, respectively, with a weighted average interest rate of 5.94% and 6.61%, respectively. As of September 30, 2026, the Company had$192,000 outstanding under the Revolving Funding Facility II at a weighted average interest rate of 5.98%.
Senior Unsecured Notes
As of September 30, 2026, the Company had$275,000 aggregate principal amount of senior unsecured notes (the “Notes”).
In connection with certain of the unsecured notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the Series D Notes, the Company receives a fixed interest rate of 5.80% per annum and pays a floating interest rate of SOFR plus 2.37%per annum on the $60,000 of the Series D Notes. Under the interest rate swap agreement related to the Series E Notes, the Company receives a fixed interest rate of 6.15% per annum and pays a floating interest rate of SOFR plus 2.6565% per annum on the $100,000 of the Series E Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
The table below sets forth a summary of the key terms of each series of Notes outstanding at September 30, 2026.
| Principal · Estimated | |||||
|---|---|---|---|---|---|
| Outstanding · Unamortized · Fair Value · Fixed | |||||
| September 30, · Issuance · September 30, · Interest | |||||
| Series | 2026 | Costs | 2026 | Rate | Maturity |
| A | $25,000 | $59 | $25,833 | 8.65% | 6/30/2027 |
| B | 50,000 | 224 | 52,531 | 8.74% | 6/30/2028 |
| C | 40,000 | 226 | 40,837 | SOFR + 2.32% | 6/30/2028 |
| D | 60,000 | 339 | 59,871 | 5.80% (1) | 6/30/2028 |
| E | 100,000 | 1,111 | 97,547 | 6.15% (2) | 10/15/2030 |
| $275,000 | $1,959 | $276,619 | |||
(1)The effective interest rate including the effects of the interest rate swap is SOFR +2.37%.
(2)The effective interest rate including the effects of the interest rate swap is SOFR +2.6565%.
Holders of the fixed rate Series A, B, D and E Notes are entitled to receive cash interest payments semi-annually (on January 30 and July 30) at the fixed rate. Holders of the floating rate Series C Notes are entitled to receive cash interest payments quarterly (on January 30, April 30, July 30 and October 30) at the floating rate. As of September 30, 2026, the weighted average interest rate on the outstanding Notes was 6.77%. After giving effect to the interest rate swap, the weighted average interest rate on the outstanding Notes was 6.99%.
As of September 30, 2026, the Notes were rated “BBB” by Kroll Bond Rating Agency (“KBRA”). The Company is required to maintain a current rating from one rating agency with respect to the Notes. In the event the Company does not maintain a current rating from a rating agency for a specified period of time or the credit rating on the Notes falls below “BBB-” (a “Below Investment Grade Event”), the interest rate per annum on the Notes will increase by 1.0% during the period the Notes are rated below “BBB-”. In the event the Company’s Secured Debt Ratio exceeds 55% (a “Secured Debt Ratio Event”), the interest rate per annum on the Notes will increase by 1.5% during the period the ratio is above the stated percentage. If a Below Investment Grade Event and a Secured Debt Ratio Event is continuing at the same time the aggregate increase in interest rate per annum will not exceed 2.0%.
The Notes were issued in private placement offerings to institutional investors and are not listed on any exchange or automated quotation system. The Notes contain various covenants related to other indebtedness, liens and limits on the Company’s overall leverage. The Company must maintain a minimum amount of shareholder equity and the Company’s asset coverage ratio must be greater than 150% as of the last business day of each fiscal quarter. The Notes are redeemable in certain circumstances at the option of the Company and may be redeemed under certain circumstances to cure the asset coverage ratio covenant.
The Notes are unsecured obligations of the Company and, upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all of the Company’s outstanding common shares; (2) on parity with any unsecured creditors of the Company and any unsecured senior securities representing indebtedness of the Company; and (3) junior to any secured creditors of the Company.
At September 30, 2026, the Company was in compliance with all covenants under the Notes agreements.
As a result of the Company’s designation of the interest rate swaps as hedging instruments in qualifying fair value hedge accounting relationships, the Company is required to fair value the hedging instruments and the related hedged items, with the changes in the fair value of each being recorded in interest expense. The net losses related to the fair value hedges were approximately zero for the nine months ended September 30, 2026, which are included in “Interest expense” in the Company’s consolidated statement of operations. The balance sheet impact of fair valuing the interest rate swaps as of September 30, 2026 is presented below. There was no interest rate swap activity for the period ended September 30, 2025.
| Description · Notional Amount · Maturity Date · Gross Amount of Recognized Assets · Gross Amount of Recognized Liabilities · Balance Sheet Location of Amounts | ||||||||
|---|---|---|---|---|---|---|---|---|
| Interest rate swap | 60,000 | 6/30/2028 | $ | - | $(1,395) | Accrued expenses and other liabilities | ||
| Interest rate swap | 100,000 | 10/15/2030 | - | (5,112) | Accrued expenses and other liabilities | |||
| $ | - | $(6,507) | ||||||
Debt obligations consisted of the following as of September 30, 2026 and December 31, 2025.
| Aggregate Principal · Outstanding · Amount · Net Carrying | |||||
|---|---|---|---|---|---|
| Committed · Principal · Available(1) · Value(2) | |||||
| Notes(3) | $275,000 | $275,000 | $ | - | $266,534 |
| Corporate Credit Facility | 475,000 | 162,000 | 313,000 | 159,296 | |
| Revolving Funding Facility | 675,000 | 583,000 | 92,000 | 577,509 | |
| Revolving Funding Facility II | 250,000 | 192,000 | 58,000 | 190,295 | |
| Total debt | $1,675,000 | $1,212,000 | $463,000 | $1,193,634 | |
(1)
The amounts available under the Company’s credit facilities do not reflect any limitations related to each borrowing base as of September 30, 2026.
(2)
The carrying value of the Notes, Corporate Credit Facility, Revolving Funding Facility and Revolving Funding Facility II are presented net of deferred financing costs totaling$11,859.
(3)
Net carrying value is inclusive of change in fair market value of effective hedges.
| Aggregate Principal · Outstanding · Amount · Net Carrying | |||||
|---|---|---|---|---|---|
| Committed · Principal · Available(1) · Value(2) | |||||
| Notes(3) | $275,000 | $275,000 | $ | - | $272,141 |
| Corporate Credit Facility | 475,000 | 135,000 | 340,000 | 131,628 | |
| Revolving Funding Facility | 675,000 | 525,000 | 150,000 | 520,329 | |
| Revolving Funding Facility II | 250,000 | 195,000 | 55,000 | 192,900 | |
| Total debt | $1,675,000 | $1,130,000 | $545,000 | $1,116,998 | |
(1)
The amounts available under the Company’s credit facilities do not reflect any limitations related to each borrowing base as of December 31, 2025.
(2)
The carrying value of the Notes, Corporate Credit Facility, Revolving Funding Facility and Revolving Funding Facility II are presented net of deferred financing costs totaling $12,703.
(3)
Net carrying value is inclusive of change in fair market value of effective hedges.
For thethree and nine months ended September 30, 2026 and 2025, the components of interest expense were as follows:
| For the three months ended | ||
|---|---|---|
| September 30, 2026 | September 30, 2025 | |
| Interest expense | $19,594 | $19,227 |
| Amortization of debt issuance costs | 1,130 | 980 |
| Total interest expense | $20,724 | $20,207 |
| Average interest rate | 6.5% | 7.1% |
| Average borrowings | $1,240,717 | $1,110,174 |
| For the nine months ended | ||
|---|---|---|
| September 30, 2026 | September 30, 2025 | |
| Interest expense | $55,826 | $52,881 |
| Amortization of debt issuance costs | 3,367 | 2,835 |
| Total interest expense | $59,193 | $55,716 |
| Average interest rate | 6.6% | 7.2% |
| Average borrowings | $1,185,877 | $1,017,821 |
Note 7. Common Stock and Share Transactions
As of September 30, 2026, the Company had 100,000,000 shares of common stock authorized and 65,950,801 shares outstanding. As of September 30, 2026, KAPC Investment Holdings, L.P., a controlled affiliate of Kayne Anderson, owned 957,217 shares of the Company. These shares were purchased on May 22, 2024 in conjunction with the Company’s IPO.
Share Repurchase Plan
On May 21, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100,000 in the aggregate of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company 10b5-1 Plan was approved by the Board of Directors on March 6, 2024. The Company 10b5-1 Plan requires Morgan Stanley Corporation as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including any distributions declared). Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions. The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock will be repurchased in any particular amount or at all. The repurchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases under certain circumstances. The Company 10b5-1 Plan commenced on July 23, 2024.
On May 5, 2026, the Board of Directors of the Company authorized an amendment to the Company's share repurchase plan to extend the expiration to May 24, 2027. Under the amended and restated plan (effective May 25, 2026), the Company may repurchase up to $100,000 of its outstanding common stock in the open market at a price per share that meets certain thresholds below its net asset value per share. The Company 10b5-1 Plan will terminate upon the earliest to occur of (i) the close of business on May 24, 2027, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100,000 and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan. See Note 12 – Subsequent Events.
For thenine months ended September 30, 2026, the agent has repurchased shares of common stock pursuant to the Company 10b5-1 Plan as follows:
| Approximate dollar · Approximate dollar | |||||
|---|---|---|---|---|---|
| Total number · value of shares that have · value of shares that may | |||||
| of shares · Average price · been purchased · yet be purchased | |||||
| Period · repurchased · paid per share · under the plan · under the plan | |||||
| January 1 - 31, 2026 | 528,149 | $14.49 | $7,651 | $52,290 | |
| February 1 - 28, 2026 | 743,792 | $13.91 | 10,350 | $41,940 | |
| March 1 - 31, 2026 | 244,320 | $13.85 | 3,384 | $38,556 | |
| April 1 - 30, 2026 | 131,921 | $14.29 | 1,885 | $36,671 | |
| May 1 - 24, 2026 | 8,488 | $14.62 | 124 | $36,547 | |
| May 25 - 31, 2026 | - | - | - | $100,000 | |
| June 1 - 30, 2026 | 124,952 | $14.07 | 1,758 | $98,242 | |
| July 1 - 31, 2026 | 157,252 | $13.66 | 2,148 | $96,094 | |
| August 1 - 31, 2026 | 70,782 | $13.75 | 973 | $95,121 | |
| September 1 - 30, 2026 | 37,727 | $13.17 | 497 | $94,624 | |
| Total stock repurchased | 2,047,383 | $28,770 | |||
Dividends and Dividend Reinvestment
The following tables summarize the dividends declared and payable by the Company for thenine months ended September 30, 2026 and 2025. For the nine months ended September 30, 2025, both the $0.10 per share dividend with a payment date of March 18, 2025 and June 24, 2025 were the final two of three special dividends declared by the Board of Directors in conjunction with the Company’s IPO in May 2024.
| For the nine months ended September 30, 2026 | |||
|---|---|---|---|
| Declaration date | Record date | Pay date | Dividend per share |
| February 12, 2026 | March 31, 2026 | April 16, 2026 | $0.40 |
| May 5, 2026 | June 30, 2026 | July 16, 2026 | 0.40 |
| August 5, 2026 | September 30, 2026 | October 16, 2026 | 0.40 |
| Total dividends declared | $1.20 | ||
| For the nine months ended September 30, 2025 | |||
|---|---|---|---|
| Declaration date | Record date | Pay date | Dividend per share |
| May 8, 2024 | March 3, 2025 | March 18, 2025 | $0.10 |
| March 3, 2025 | March 31, 2025 | April 15, 2025 | 0.40 |
| May 8, 2024 | June 9, 2025 | June 24, 2025 | 0.10 |
| May 1, 2025 | June 30, 2025 | July 16, 2025 | 0.40 |
| August 5, 2025 | September 30, 2025 | October 16, 2025 | 0.40 |
| Total dividends declared | $1.40 | ||
The following tables summarize the amounts received and shares of common stock issued to shareholders pursuant to the Company’s dividend reinvestment plan (“DRIP”) for thenine months ended September 30, 2026 and 2025.
| For the nine months ended September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Record date | Pay date | DRIP shares issued | DRIP value | |||
| December 31, 2025 | January 16, 2026 | - | $ | - | ||
| March 31, 2026 | April 16, 2026 | - | - | |||
| June 30, 2026 | July 16, 2026 | - | - | |||
| - | $ | - | ||||
For the dividends paid on January 16, 2026, April 16, 2026 and July 16, 2026 noted above, the DRIP for each of these dividends was fulfilled through open market purchases of common stock.
| For the nine months ended September 30, 2025 | |||
|---|---|---|---|
| Record date | Pay date | DRIP shares issued | DRIP value |
| December 31, 2024 | January 15, 2025 | 205,626 | $3,434 |
| March 3, 2025 | March 18, 2025 | 35,346 | 593 |
| March 31, 2025 | April 15, 2025 | - | - |
| June 9, 2025 | June 24, 2025 | - | - |
| June 30, 2025 | July 16, 2025 | - | - |
| 240,972 | $4,027 | ||
For the dividend paid on January 15, 2025, the DRIP value was $3,923. Of this amount, $3,434 was reinvested into the Company through the issuance of 205,626 shares of common stock and $489 was fulfilled through open market purchases of common stock.
For the dividends paid on April 15, 2025, June 24, 2025 and July 16, 2025, the DRIP for each of these dividends was fulfilled through open market purchases of common stock.
Note 8. Commitments and Contingencies
The Company had an aggregate of$281,189 and$287,456, respectively, of unfunded commitments, including$170,262 and$171,137, respectively, of unfunded commitments on revolvers, to provide debt financing to its portfolio companies as of September 30, 2026 and December 31, 2025. These commitments are not reflected in the Company’s consolidated statement of assets and liabilities but are generally incorporated into the Company’s determination of its liquidity. Consequently, such commitments result in an element of credit risk in excess of the amount recognized in the Company’s consolidated statement of assets and liabilities.
The Company’s unfunded revolving commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the underlying senior secured loan. The Company’s unfunded delayed draw term loan commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and certain operational metrics. The commitment period for unfunded delayed draw term loan commitments may be shorter than the maturity date if drawn or funded.
A summary of the composition of the unfunded commitments as of September 30, 2026 and December 31, 2025 is shown in the table below.
| As of | As of | |
|---|---|---|
| September 30, 2026 | December 31, 2025 | |
| Aegis Toxicology Sciences Corporation | 1,154 | 5,769 |
| AeriTek Global Holdings LLC | 803 | 645 |
| Alcami Corporation | 2,974 | 1,232 |
| Allcat Claims Service, LLC | 17,407 | 17,407 |
| Allentown, LLC | 622 | 928 |
| American Equipment Holdings LLC | 4,091 | 5,479 |
| Arborworks Acquisition, LLC | 518 | 439 |
| Aviation Concepts, LLC | 13,127 | 13,127 |
| Big Top Holdings, LLC | 3,487 | - |
| Bloomington Holdco, LLC (BW Fusion) | 7,224 | 6,421 |
| BLP Buyer, Inc. (Bishop Lifting Products) | 3,635 | 862 |
| Brightview, LLC | 2,056 | 155 |
| Carton Packaging Buyer, Inc. (Century Box) | 1,566 | 1,993 |
| CCFF Buyer, LLC (California Custom Fruits & Flavors, LLC) | 8,106 | 9,284 |
| CGI Automated Manufacturing, LLC | 2,299 | 2,717 |
| CI (MG) Group, LLC (Mariani Premier Group) | 4,698 | 5,938 |
| City Line Distributors LLC | 2,530 | 2,530 |
| CMT Intermediate Holdings, LLC (Capital Machine Technologies) | 3,803 | 3,803 |
| CREO Group Inc. (HMS Manufacturing) | 1,104 | 1,043 |
| Curio Brands, LLC | 2,605 | 2,605 |
| Del-Air Heating, Air Conditioning & Refrigeration, LLC | 1,078 | 3,137 |
| DISA Holdings Corp. | 2,366 | 1,766 |
| Diverzify Intermediate LLC | - | 3,155 |
| DRS Holdings III, Inc. (Dr. Scholl's) | 310 | 310 |
| ECS Opco 1, LLC (Spectrum Vascular) | 1,533 | 2,540 |
| Envirotech Services, LLC | 6,746 | 6,746 |
| Eppinger Technologies, LLC | 317 | 632 |
| Evaaro US Bidco, Inc. (Keg Logistics LLC) | 4,272 | - |
| Fastener Distribution Holdings, LLC | - | 4,610 |
| Foundation Consumer Brands, LLC | - | 577 |
| Fralock Buyer LLC | - | 500 |
| Gage CR Acquisition, LLC | 6,258 | 6,258 |
| Guardian Dentistry Practice Management, LLC | 773 | 618 |
| Gulf Pacific Acquisition, LLC | 1,498 | 899 |
| Gusmer Enterprises, Inc. | - | 2,941 |
| Home Brands Group Holdings, Inc. (ReBath) | 525 | 2,099 |
| I.D. Images Acquisition, LLC | 2,020 | 2,020 |
| IF&P Foods, LLC (FreshEdge) | 2,176 | 1,626 |
| Improving Acquisition, LLC | 1,504 | 1,504 |
| Integrated Dermatology, LLC | 10,240 | 11,548 |
| J&K Ingredients, LLC | 1,890 | 1,890 |
| KAMC Holdings, Inc. (Franklin Energy) | 1,575 | 1,365 |
| Krayden Holdings, Inc. | 1,136 | 1,268 |
| Lakewood Acquisition Corporation (R&B Wholesale) | 6,728 | 10,305 |
| LEM Buyer, Inc. (CFS Technologies Intermediate, Inc.) | - | 1,885 |
| Light Wave Dental Management, LLC | 3,973 | 334 |
| LSL Industries, LLC | 5,224 | 5,224 |
| MacNeill Pride Group Corp. | 1,199 | 2,397 |
| ML Buyer, LLC (Mama Lycha Foods, LLC) | 3,732 | 3,193 |
| Monza Purchaser, LLC (Smyth) | 5,345 | 6,990 |
| As of | As of | |
|---|---|---|
| September 30, 2026 | December 31, 2025 | |
| MRC Keystone Acquisition LLC (Automated Handling Solutions) | 3,864 | 3,864 |
| NMA Holdings, LLC (Neuromonitoring Associates) | 5,844 | 6,687 |
| OAO Acquisitions, Inc. (BearCom) | 2,482 | 2,482 |
| PGI Parent LLC (Prime Electric) | 1,512 | 2,840 |
| PH Beauty Holdings III, Inc. | 2,009 | 2,009 |
| Project Tahoe Acquisition Corp (Norton Packaging) | 4,613 | - |
| PMFC Holding, LLC | - | 411 |
| Quatro Parent, Inc. (S3 AeroDefense) | 10,714 | - |
| Redwood MSO, LLC (Smile Partners) | 342 | 1,283 |
| Refocus Management Services, LLC | 1,652 | 5,999 |
| Regiment Security Holdco, LLC (Regiment) | 1,055 | 776 |
| RMH Systems, LLC | 4,246 | 7,964 |
| Ruff Roofers Buyer, LLC | 10,065 | 10,065 |
| SGCP Intermediate, Inc. (SG Credit) | 39,000 | 21,000 |
| Speedstar Holding LLC | - | 666 |
| Sundance Holdings Group, LLC | - | 377 |
| Superior Intermediate LLC (Landmark Structures) | 3,168 | 10,006 |
| Tangent Technologies Holdings, LLC | 1,615 | - |
| Tapco Buyer LLC | 2,380 | 10,120 |
| Texas Coffee Holdco LLC | 7,000 | 15,000 |
| The Robinette Company | 1,609 | 1,609 |
| TL Atlas Merger Sub Corp. (Zep) | 6,335 | 4,789 |
| TG Parent Newco LLC (Trademark Global LLC) | 240 | 480 |
| TSSS Purchaser LLC (Total Safety) | 8,198 | - |
| United Titanium, LLC | 4,343 | 4,343 |
| US Masonry & Building Products Co. (f/k/a US Anchors Group, Inc.) | 2,223 | 3,335 |
| Workholding US Holdings, LLC (Forkardt Hardinge) | 93 | 277 |
| Worldwide Produce Acquisition, LLC | 360 | 360 |
| Total unfunded commitments | $281,189 | $287,456 |
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of September 30, 2026 and December 31, 2025, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Note 9. Earnings Per Share
In accordance with the provisions of ASC Topic 260, Earnings per Share(“ASC 260”), basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of September 30, 2026 and 2025, there wereno dilutive shares.
The following table sets forth the computation of basic and diluted earnings per share of common stock for thethree and nine months ended September 30, 2026 and 2025.
| For the three months ended | For the nine months ended | |||
|---|---|---|---|---|
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |
| Net increase (decrease) in net assets resulting from operations | $6,609 | $24,613 | $34,567 | $71,738 |
| Weighted average shares of common stock outstanding - basic and diluted | 66,041,019 | 70,430,331 | 66,506,862 | 70,852,621 |
| Earnings (loss) per share of common stock - basic and diluted | $0.10 | $0.35 | $0.52 | $1.01 |
Note 10. Financial Highlights
The following per share of common stock data has been derived from information provided in the unaudited financial statements. The following is a schedule of financial highlights for thenine months ended September 30, 2026 and 2025.
| For the nine months ended September 30, | ||
|---|---|---|
| (amounts in thousands, except share and per share amounts) | ||
| Per Common Share Operating Performance (1) | 2026 | 2025 |
| Net Asset Value, Beginning of Period | $16.32 | $16.70 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.