Skip to main content

Blackstone Secured Lending Fund

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

BXSL$24.09-0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-26.

0001736035-25-000008

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-25.

0001736035-26-000004

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 125 previous paragraphs and 128 current paragraphs.

63 unchanged; 53 reworded; 9 added; 9 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 8 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

See “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements —Note 3. Agreements and Related Party Transactions” for further information on the Advisory Agreements.

Current report

Total other expenses increased to $14.6 million for the year ended December 31, 2025, an increase of $2.7 million or 22% compared to the year ended December 31, 2024. This was primarily due to an increase in Other general and administrative expenses, Administrative service expenses and Professional fees.

Current report

For the year ended December 31, 2025, BGSL Investments recorded a current tax expense of $0.6 million, which was substantially related to realized gains associated with the sale of an investment in a partnership interest. For the year ended December 31, 2024, BGSL Investments recorded no current tax expense.

Current report

For the year ended December 31, 2025, the net change in unrealized losses, net of income tax provision, was $153.7 million, as compared to $13.5 million for the same period in the prior year. The increase was primarily driven by unrealized losses on investments of $149.1 million, which were mainly attributable to declines in the fair value of certain debt investments. The fair value of our debt investments, as a percentage of principal, decreased by 0.8% for the year ended December 31, 2025, driven primarily by changes in certain portfolio company fundamentals and broader economic conditions.

Current report

In addition, we recognized unrealized losses of $3.1 million on derivative instruments, primarily resulting from fluctuations in the CAD, EUR, and GBP exchange rates vs. USD.

Current report

Partially offsetting these losses for the year ended December 31, 2025 were unrealized gains of $0.9 million on translation of assets and liabilities in foreign currencies, primarily attributable to fluctuations in the EUR, CAD, and GBP exchange rates vs. USD.

Current report

For additional information on our share repurchase plan, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements —Note 9. Net Assets.”
Removed paragraphs (9)

Previous report

In order to maintain the same management fee arrangement the Company had in place prior to the IPO for a period of time following the IPO, the Adviser voluntarily waived management fees following the IPO such that the management fee remained at 0.75% for a period of two years following the IPO (the“Waiver Period”) (versus the contractual rate of 1.00%), which resulted in a waiver of $20.2 million for the year ended December 31, 2023 . The Waiver Period ended on October 28, 2023.

Previous report

The Adviser voluntarily waived incentive fees following the IPO such that the fee remained at 15.0% for a period of two years following the IPO (versus the contractual rate of 17.5%), which resulted in a waiver of $15.6 million for the year ended December 31, 2023. The Waiver Period ended on October 28, 2023.

Previous report

Total other expenses decreased to $11.9 million for the year ended December 31, 2024 from $15.3 million for the prior year, primarily due to a decrease in Other general and administrative expenses.

Previous report

For the year ended December 31, 2024, the net change in unrealized losses of $13.5 million was primarily driven by the decrease in the fair value of certain investments. The fair value of these investments decreased due to changes in portfolio company fundamentals and the economic outlook.

Previous report

The net unrealized losses for the year ended December 31, 2024, were partially offset by the net change in unrealized gains on foreign currency derivative instruments of $2.4 million. These were primarily as a result of fluctuations in the EUR and CAD exchange rates vs. USD.

Previous report

For the year ended December 31, 2024, we recognized realized losses on investments of $21.1 million partially offset by realized gains on investments of $2.1 million primarily from losses realized on the restructures of certain debt investments and from full or partial sales of investments.

Previous report

We did not repurchase any of our shares under the 10b-18 Plan for the year ended December 31, 2024.

Previous report

For additional information on our share repurchases see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 9. Net Assets.”
Reworded paragraphs (53)

Previous wording

This section of this Form 10-K generally discusses 2024 and 2023 items and year to year comparisons between 2024 and 2023. For the discussion of 2023 compared to 2022 see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023, which specific discussion is incorporated herein by reference. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K “Consolidated Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks, uncertainties and other factors outside of the Company’s control, including, but not limited to those described in Part I, Item 1A of this Form 10-K “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.

Current wording

This section of this Form 10-K generally discusses 2025 and 2024 items and year to year comparisons between 2025 and 2024. For the discussion of 2024 compared to 2023 see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2024, which specific discussion is incorporated herein by reference. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K “Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of the Company’s control, including, but not limited to, those described in Part I, Item 1A of this Form 10-K “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.

Previous wording

We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we elected to be treated as a RIC under the Code. We are managed by our Adviser. The Administrator will provide the administrative services necessary for us to operate.

Current wording

We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we elected to be treated as a RIC under the Code. We are managed by our Advisers. The Administrators will provide the administrative services necessary for us to operate.

Previous wording

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Current wording

Our level of investment activity (both the number of investments and the size of each investment) varies substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Previous wording

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals (including information technology professionals) at the Administrator that perform duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

Current wording

Except as specifically provided below, all investment professionals and staff of the Advisers, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Advisers. We bear all other costs and expenses of our operations, administration and transactions, including (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrators in performing their administrative obligations under the Administration Agreements, including: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals (including information technology professionals) at the Administrators that perform duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

Previous wording

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed. Pursuant to the Administration Agreement, the Company’s allocable portion of the Administrator’s rent and other occupancy costs are expenses of the Company. However, the Administrator has not historically, and does not currently, calculate the amount of rent and other occupancy costs allocable to the Company and has not indicated an intention to seek reimbursement from the Company for such costs. Thus, the Administrator has waived its right to any reimbursement for rent and other occupancy costs for prior periods, including the years ended December 31, 2024, 2023 and 2022. The Administrator cannot recoup any expenses that the Administrator has previously waived. However, in future periods, the Administrator may choose to establish an allocation methodology to calculate these costs and seek reimbursement from the Company, in which case the Company will accrue and reimburse the Administrator for such costs for that period. All of the foregoing expenses will ultimately be borne by our shareholders.

Current wording

From time to time, the Advisers, the Administrators or their respective affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, the Administrator or such affiliates thereof, the Adviser will reimburse the Sub-Adviser, the Administrator or such affiliates thereof, and the Administrator will reimburse the Sub-Administrator or such affiliates thereof, in each case, for any such amounts. From time to time, the Advisers or the Administrators may defer or waive fees or rights to be reimbursed. Pursuant to the Administration Agreement, the Company’s allocable portion of the Administrator’s rent and other occupancy costs are expenses of the Company. However, the Administrator and the Prior Administrator have not historically, and the Administrator does not currently, calculate the amount of rent and other occupancy costs allocable to the Company and the Administrator and Prior Administrator have not indicated an intention to seek reimbursement from the Company for such costs. Thus, the Company, the Administrator and the Prior Administrator, as applicable, treat any such rights to any reimbursement for rent and other occupancy costs for prior periods as having been waived pursuant to the terms of the Administration Agreement and the Prior Administration Agreement, as applicable, including for the years ended December 31, 2025, 2024 and 2023. Additionally, since the Company, the Administrator and the Prior Administrator treat any such right to reimbursement for rent and occupancy costs as having been waived pursuant to the terms of the Administration Agreement and the Prior Administration Agreement, as applicable, the Administrator and the Prior Administrator cannot recoup any such expenses. However, in future periods, the Administrator may choose to establish an allocation methodology to calculate these costs and seek reimbursement from the Company, in which case the Company will accrue and reimburse the Administrator for such costs for that period. All of the foregoing expenses will ultimately be borne by our shareholders.

Previous wording

Costs and expenses of the Administrator and the Adviser that are eligible for reimbursement by us will be reasonably allocated on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board.

Current wording

Costs and expenses of the Administrators and the Advisers that are eligible for reimbursement by us will be reasonably allocated on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board.

Previous wording

For the year ended December 31, 2024, we made $4,806.5 million aggregate principal amount of new investment commitments (including $1,268.3 million of which remained unfunded as of December 31, 2024), $4,695.9 million of which was first lien debt, $74.0 million of which was second lien debt, $26.5 million of which was unsecured debt and $10.1 million of which was equity.

Current wording

For the year ended December 31, 2025, we made $3,583.3 million aggregate principal amount of new investment commitments (including $966.7 million of which remained unfunded as of December 31, 2025), $3,471.9 million of which was first lien debt, $106.5 million of which was second lien debt, and $4.9 million of which was equity.

Previous wording

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

Current wording

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or amortized cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

Previous wording

(2)As of December 31, 2024, 2023 and 2022, the weighted average total portfolio yield at cost was 10.2%, 11.8% and 10.5%, respectively. As of December 31, 2024, 2023 and 2022, the weighted average total portfolio yield at fair value was 10.3%, 11.8% and 10.6%, respectively.

Current wording

(2)As of December 31, 2025, 2024 and 2023, the weighted average total portfolio yield at amortized cost was 9.4%, 10.2% and 11.8%, respectively. As of December 31, 2025, 2024 and 2023, the weighted average total portfolio yield at fair value was 9.5%, 10.3% and 11.8%, respectively.

Previous wording

(6)As a percentage of total fair value of debt investments. As of December 31, 2024, 2023 and 2022, performing debt investments bearing a floating rate represented 98.8%, 98.9% and 98.3%, respectively, of total investment at fair value.

Current wording

(5)As a percentage of total fair value of performing debt investments. As of December 31, 2025, 2024 and 2023, performing debt investments bearing a floating rate represented 98.4%, 98.8% and 98.9%, respectively, of total investments at fair value.

Previous wording

(5)As a percentage of total amortized cost of investments. Assets on non-accrual represented 0.2%, less than 0.1% and 0.0% of total fair value of investments as of December 31, 2024, 2023 and 2022, respectively.

Current wording

(6)As a percentage of total amortized cost of investments. Investments on non-accrual represented 0.5%, 0.2% and less than 0.1% of total investments at fair value as of December 31, 2025, 2024 and 2023, respectively.

Previous wording

As of December 31, 2024 and 2023, our portfolio companies had a weighted average annual revenue of $786 million and $774 million, respectively, and weighted average annual EBITDA of $198 million and $192 million, respectively. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets. Amounts are weighted based on the fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

Current wording

As of December 31, 2025 and 2024, our portfolio companies had a weighted average annual revenue of $829 million and $786 million, respectively, and weighted average annual EBITDA of $219 million and $198 million, respectively. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted investments and asset-backed investments. Amounts are weighted based on the fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

Previous wording

Total investment income increased to $1.3 billion for the year ended December 31, 2024, an increase of $183.4 million, or 16%, compared to the year ended December 31, 2023. This was primarily attributable to an increase in the average investments. Average investments at fair value increased by 18% to $11,334.5 million during the year ended December 31, 2024 compared to $9,580.1 million during the year ended December 31, 2023.

Current wording

Total investment income increased to $1.4 billion for the year ended December 31, 2025, an increase of $92.1 million, or 7%, compared to the year ended December 31, 2024. This was primarily attributable to an increase in the average investments, partially offset by lower weighted average yield on the portfolio compared to the year ended December 31, 2024. Average investments at fair value increased by 19% to $13,439.3 million for the year ended December 31, 2025, compared to $11,334.5 million for the year ended December 31, 2024.

Previous wording

Additionally, for the year ended December 31, 2024, we recorded $4.7 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $19.3 million in the prior year, primarily as a result of decreased prepayments.

Current wording

Additionally, for the year ended December 31, 2025, we recorded $24.4 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $4.7 million in the prior year, primarily as a result of increased prepayments.

Previous wording

For the years ended December 31, 2024 and 2023, Payment-in-kind interest income represented 6.2% and 4.1% of total investment income, respectively, and represented 11.7% and 7.2% of net investment income, respectively. We expect that Payment-in-kind interest income will vary based on the elections of certain borrowers.

Current wording

For the years ended December 31, 2025 and 2024, Payment-in-kind (“PIK”) interest income represented 7.3% and 6.2% of total investment income, respectively, and represented 13.9% and 11.7% of net investment income, respectively. We expect that PIK interest income will vary based on the elections of certain borrowers.

Previous wording

While elevated interest rates continued to favorably impact our investment income during the year ended December 31, 2024, there were three Federal Reserve interest rate reductions in the latter part of 2024. Future decreases in benchmark interest rates may adversely impact our investment income. Conversely, future increases in benchmark interest rates and the resulting impacts to cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate fluctuations occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

Current wording

Elevated interest rates continued to favorably impact our investment income for the year ended December 31, 2025. Despite gradual decreases in interest rates during 2025, inflation has remained above the U.S. Federal Reserve’s target level, and interest rates remain elevated. Following three consecutive rate cuts, the U.S. Federal Reserve held interest rates steady in January 2026 and noted, among other matters, that it would continue to assess and monitor incoming information in considering additional adjustments. Future decreases in benchmark interest rates may adversely impact our investment income. Conversely, future increases in benchmark interest rates and the resulting impacts to cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate fluctuations occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

Previous wording

Total interest expense was $326.1 million for the year ended December 31, 2024, an increase of $59.7 million or 22%, compared to the same period in the prior year. This was primarily driven by an increase in our average principal of debt outstanding and an increase in our weighted average interest rate on our borrowings relative to the prior year. The average principal of debt outstanding increased to $6,014.3 million for the year ended December 31, 2024, from $5,275.4 million in the prior year. Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting and excluding amortization of deferred financing costs) increased to 5.32% for the year ended December 31, 2024, from 4.93% in the prior year.

Current wording

The average principal of debt outstanding increased to $7,475.1 million for the year ended December 31, 2025 from $6,014.3 million in the prior year. Our weighted average interest rate (including unused fees, amortization of debt issuance costs (including premiums and discounts), and the impact of the application of hedge accounting and excluding amortization of deferred financing costs) decreased to 5.03% for the year ended December 31, 2025, from 5.32% for the prior year. Our weighted average all-in cost of debt (including unused fees, amortization of debt issuance costs (including premiums and discounts), amortization of deferred financing costs, and the impact of the application of hedge accounting) decreased to 5.11% for the year ended December 31, 2025 from 5.42% for the prior year.

Previous wording

Management fees increased to $116.6 million for the year ended December 31, 2024, an increase of $18.5 million, or 19%, compared to the year ended December 31, 2023, due to an increase in average quarter-end gross assets. For the year ended December 31, 2024, our average quarter-end gross assets increased to $11,690.8 million, from $9,839.3 million for the year ended December 31, 2023.

Current wording

Management fees increased to $140.0 million for the year ended December 31, 2025, an increase of $23.4 million, or 20%, compared to the year ended December 31, 2024, primarily due to an increase in average quarter-end gross assets. For the year ended December 31, 2025, our average quarter-end gross assets increased to $14,012.9 million, from $11,690.8 million for the year ended December 31, 2024.

Previous wording

Income based incentive fees increased to $150.1 million for the year ended December 31, 2024 compared to $134.2 million for the year ended December 31, 2023, primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased to $857.7 million for the year ended December 31, 2024, compared to $767.0 million for the year ended December 31, 2023.

Current wording

Income based incentive fees decreased to $126.7 million for the year ended December 31, 2025 a decrease of $23.4 million, or 16%, compared to the year ended December 31, 2024, primarily due to the Incentive Fee Cap, which limits the total incentive fee payable to the Adviser for the year ended December 31, 2025. Pre-incentive fee net investment income increased to $866.6 million for the year ended December 31, 2025 from $857.7 million for the year ended December 31, 2024.

Previous wording

We accrued no capital gains based incentive fees for the year ended December 31, 2024. We reversed previously accrued capital gains based incentive fees of $5.5 million for the year ended December 31, 2023, which was primarily due to a net change in unrealized losses for the year ended December 31, 2023.

Current wording

We accrued no capital gains based incentive fees for the years ended December 31, 2025 and 2024.

Previous wording

Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, the State Street Sub-Administrator, subscriptions and other costs.

Current wording

Professional fees include legal, rating agencies, audit, tax, valuation, technology and other professional fees incurred related to the management of us. Administrative service fees represent fees paid to the Administrator for our allocable portion of overhead and other expenses incurred by the Administrators in performing their obligations under the Administration Agreements, including our allocable portion of the cost of certain of our executive officers, their respective staff and other non-investment professionals that perform duties for us. Other general and administrative expenses include insurance, filing, research, expenses payable to the State Street Sub-Administrator, subscriptions and other costs.

Previous wording

For the years ended December 31, 2024, 2023 and 2022, we accrued $14.5 million, $16.8 million and $1.4 million, respectively, of U.S. federal excise tax.

Current wording

For the years ended December 31, 2025 and 2024, we accrued $16.1 million and $14.5 million, respectively, of U.S. federal excise tax.

Previous wording

BGSL Investments (“BGSL Investments”), a wholly-owned and consolidated subsidiary that was formed in 2019, is a Delaware LLC which has elected to be treated as a corporation for U.S. tax purposes. As such, BGSL Investments is subject to certain U.S. Federal, state and local taxes. For the years ended December 31, 2024, 2023, and 2022, BGSL Investment LLC recorded an income tax provision of $1.7 million, $0.0 million, and $0.0 million, respectively. For the years ended December 31, 2024 and 2023, BGSL Investment LLC recorded a deferred tax liability of $1.7 million and $0.0 million, respectively, which is included within Accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.

Current wording

BGSL Investments LLC (“BGSL Investments”), a wholly-owned and consolidated subsidiary that was formed in 2019, is a Delaware limited liability company which has elected to be treated as a corporation for U.S. tax purposes. As such, BGSL Investments is subject to certain U.S. federal, state and local taxes. For the years ended December 31, 2025 and 2024, BGSL Investments recorded an income tax provision of $2.3 million and $1.7 million, respectively.

Previous wording

The net realized losses for the year ended December 31, 2024, were partially offset by net realized gains of $10.2 million on foreign currency transactions, primarily as a result of fluctuations in the GBP and CAD exchange rates vs. USD.

Current wording

For the year ended December 31, 2025, the net realized loss, net of tax expense, was $22.8 million, as compared to less than $0.1 million for the same period in the prior year. The increase was primarily driven by realized losses of $13.4 million on foreign currency transactions, which were mainly attributable to fluctuations in the GBP, EUR, and SEK exchange rates vs. USD.

Previous wording

For the year ended December 31, 2024, we generated realized gains of $8.8 million on derivative assets and derivative liabilities as a result of the settlement of our foreign currency derivative transactions.

Current wording

In addition, we recognized losses of $8.8 million on derivative instruments, primarily resulting from the settlement of our foreign currency derivative transactions, mainly USD vs. GBP and EUR forwards.

Previous wording

Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, debt securitization transactions, and other secured and unsecured debt. We may also generate cash flow from operations, future borrowings and future offerings of securities including public and/or private issuances of debt and/or equity securities through both registered offerings and private offerings. The primary uses of our cash and cash equivalents are for (i) originating loans and purchasing senior secured debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our shares.

Current wording

Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, debt securitization transactions, and other secured and unsecured debt. We may also generate cash flow from operations, future borrowings and future offerings of securities including public or private issuances of debt or equity securities through both registered offerings and private offerings. The primary uses of our cash and cash equivalents are for (i) originating loans and purchasing senior secured debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our Common Shares.

Previous wording

To facilitate public issuances of debt and/or equity securities, in July 2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025. The amount of securities to be issued pursuant to the shelf registration statement filed in July 2022 was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by the registration statement filed in July 2022 include: (i) Common Shares; (ii) preferred shares; (iii) debt securities; (iv) subscription rights; and (v) warrants. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Current wording

To facilitate public issuances of debt or equity securities, in July 2022, we filed a shelf registration statement with the SEC that was effective for a term of three years. In July 2025, we filed a new shelf registration statement with the SEC that is effective for a term of three years and expires in July 2028. The amount of securities to be issued pursuant to the shelf registration statement filed in July 2025 was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by the registration statement filed in July 2025 include: (i) Common Shares; (ii) preferred shares; (iii) debt securities; (iv) subscription rights; and (v) warrants. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Previous wording

As of December 31, 2024 and December 31, 2023, our debt consisted of asset based leverage facilities, a revolving credit facility, unsecured note issuances and debt securitizations. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of December 31, 2024 and December 31, 2023, we had an aggregate amount of $7.1 billion and $4.9 billion of senior securities outstanding, respectively, and our asset coverage ratio was 185.7% and 200.3%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund. From time to time we may also repurchase our outstanding debt. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

Current wording

As of December 31, 2025 and December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, unsecured note issuances and debt securitizations. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of December 31, 2025 and December 31, 2024, we had an aggregate amount of $8.1 billion and $7.1 billion of senior securities outstanding, respectively, and our asset coverage ratio was 177.1% and 185.7%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we expect to be required to fund. From time to time we may also repurchase our outstanding debt. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

Previous wording

Cash and cash equivalents as of December 31, 2024, taken together with our $2.2 billion of unused capacity under our credit facilities (subject to borrowing base availability, $2.2 billion is available to borrow) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $115.8 million of Level 2 debt investments as of December 31, 2024, which could provide additional liquidity if necessary.

Current wording

Cash and cash equivalents (excluding restricted cash) as of December 31, 2025, taken together with our $2.4 billion of unused capacity under our credit facilities (subject to borrowing base availability, $2.3 billion is available to borrow) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $107.1 million of Level 1 and Level 2 investments as of December 31, 2025.

Previous wording

As of December 31, 2024, we had $229.6 million in cash and cash equivalents. During the year ended December 31, 2024, cash used in operating activities was $2.5 billion, primarily due to purchases of investments of $3.9 billion partially offset by sales of investments and principal repayments of $787.5 million and receipt of interest payments from our investments. Cash provided by financing activities was $2.6 billion during the year, which was primarily as a result of net borrowing on our credit facilities and Unsecured Notes (as defined in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 7. Borrowings”) of $2.2 billion and $1.0 billion of proceeds from the issuance of our Common Shares partially offset by dividends paid in cash of $583.4 million.

Current wording

As of December 31, 2025, we had $289.6 million in cash and cash equivalents (including restricted cash). For the year ended December 31, 2025, cash used in operating activities was $458.7 million, primarily due to purchases of investments of $3.3 billion partially offset by sales of investments and principal repayments of $2.2 billion and an increase in net assets resulting from operations of $563.5 million. Cash provided by financing activities was $530.6 million during the year, which was primarily as a result of net borrowings on debt of $920.5 million and proceeds from the issuance of our Common Shares of $295.4 million partially offset by dividends paid in cash of $678.0 million.

Previous wording

We also access liquidity through our “at-the-market” offering program (the “ATM Program”), pursuant to which we may sell, from time to time, additional Common Shares. During the year ended December 31, 2024, we sold Common Shares for net proceeds of $1.0 billion through our ATM Program. As of December 31, 2024, $112.0 million of Common Shares were available for issuance under the ATM Program.

Current wording

We also access liquidity through our “at-the-market” offering program (the “ATM Program”), pursuant to which we may sell, from time to time, additional Common Shares. During the year ended December 31, 2025, we sold Common Shares for net proceeds of $291.0 million through our ATM Program. As of December 31, 2025, $557.4 million of Common Shares were available for issuance under the ATM Program.

Previous wording

For the years ended December 31, 2024, 2023, and 2022, interest-related dividends represented 90.6%, 87.6% and 86.4%, of total dividends paid by the Company, respectively.

Current wording

For the years ended December 31, 2025, 2024, and 2023, interest-related dividends represented 94.5%, 90.6% and 87.6%, of total dividends paid by the Company, respectively.

Previous wording

For the years ended December 31, 2024, 2023 and 2022, short-term capital gain dividends represented 0.0%, 0.0% and 1.8%, of total dividends paid by the Company, respectively.

Current wording

For the years ended December 31, 2025, 2024 and 2023, short-term capital gain dividends represented 0.0%, 0.0% and 0.0%, of total dividends paid by the Company, respectively.

Previous wording

For the years ended December 31, 2024, 2023, and 2022, capital gain dividends represented 3.8%, 9.3%, and 2.6%, of total dividends paid by the Company, respectively.

Current wording

For the years ended December 31, 2025, 2024, and 2023, capital gain dividends represented 0.0%, 3.8%, and 9.3%, of total dividends paid by the Company, respectively.

Previous wording

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Current wording

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan (the“DRIP”) for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the DRIP will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Previous wording

For additional information on our distributions and dividend reinvestment plan, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 9. Net Assets.”

Current wording

For additional information on our distributions and DRIP, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements —Note 9. Net Assets.”

Previous wording

In February 2023, our Board approved a share repurchase plan, under which we were authorized to repurchase up to $250 million in the aggregate of our outstanding Common Shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the“10b-18 Plan”). The 10b-18 Plan was not renewed and terminated by its terms on February 22, 2024.

Current wording

In February 2023, our Board authorized a share repurchase plan, under which we were authorized to repurchase up to $250 million in the aggregate of our outstanding Common Shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the“2023 10b-18 Plan”). The 2023 10b-18 Plan was not renewed and terminated by its terms on February 22, 2024.

Previous wording

As of December 31, 2024 and December 31, 2023, we had an aggregate principal amount of $7.1 billion and $4.9 billion, respectively, of debt outstanding.

Current wording

As of December 31, 2025 and December 31, 2024, we had an aggregate principal amount of $8.1 billion and $7.1 billion, respectively, of debt outstanding.

Previous wording

See “Item 8. Financial Statements—Notes to Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies—Derivative Instruments” and “Item 8. Financial Statements—Notes to Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements— Note 6. Derivatives” for additional disclosure regarding our derivative instruments designated in a hedge accounting relationship.

Current wording

See “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies—Derivative Instruments” and “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements— Note 6. Derivatives” for additional disclosure regarding our derivative instruments designated in a hedge accounting relationship.

Previous wording

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2024, and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $1.7 billion and $985.9 million, respectively.

Current wording

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2025, and December 31, 2024, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $1.8 billion and $1.7 billion, respectively.

Showing the first 40 of 53 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Total interest expense increased to $381.6 million for the year ended December 31, 2025, an increase of $55.5 million or 17%, compared to the year ended December 31, 2024. This was primarily driven by an increase in our average principal of debt outstanding, partially offset by a decrease in our weighted average interest rate on our borrowings relative to the prior year.

Current report — wording carried from elsewhere

As of December 31, 2025 and 2024, BGSL Investments recorded a deferred tax liability of $4.0 million and $1.7 million, respectively, which is included within Accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.

Current report — wording carried from elsewhere

In February 2026, our Board authorized a new share repurchase plan, under which we were authorized to repurchase up to $250 million in the aggregate of our outstanding Common Shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the“2026 10b-18 Plan”). The timing, manner, price and amount of any share repurchases under the 2026 10b-18 Plan will be determined by us, in our sole discretion, based upon the evaluation of economic and market conditions, stock price, applicable legal and regulatory requirements and other factors.