Nuveen Churchill Direct Lending Corp.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001737924-25-000013
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001737924-26-000045
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 224 previous paragraphs and 224 current paragraphs.
143 unchanged; 60 reworded; 16 added; 20 removed; 1 previous and 5 current paragraphs rearranged.
Tables are not compared: 15 previous and 13 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 (16)
Current report
As of March 31, 2026, our estimated exposure to the software sector represented 2.38% of the total portfolio, at fair value. The estimate of software exposure (i) includes any borrower whose business model reflects the operating or structural characteristics of a software company, regardless of its industry classification, and (ii) excludes technology-adjacent companies, such as managed service providers and systems integrators, that may be assigned to 'High-Tech Industries' under Moody's industry classification, but do not derive revenue from the licensing or subscription of proprietary software. As a result, certain borrowers classified within 'High-Tech Industries' in the table above are excluded from the software sector estimate, while certain borrowers classified in other industries are included, based on whether they derive revenue from proprietary software licensing or subscriptions. We believe this estimate is an accurate representation of our software sector exposure. Results will differ, in some cases significantly, if an alternative industry classification methodology were applied.
Current report
Private equity mergers and acquisitions activity entered the first quarter of 2026 with early momentum before experiencing a meaningful slowdown, as market volatility stemming from global trade policy uncertainty, rising geopolitical tensions, and concerns surrounding the impact of artificial intelligence on certain industries disrupted deal flow during the period. M&A pipelines had been reopening heading into the quarter as buyer-seller valuation gaps narrowed and extended hold periods created incentives for sponsors to transact as their investment periods matured. While private equity-backed transaction volumes showed improvement earlier in the quarter, deal activity moderated in March as renewed macro risks weighed on market sentiment. Nevertheless, substantial dry powder remains available, and a stabilization of market conditions could support a resumption of deal activity. Repayment activity decreased slightly during the first quarter of 2026 compared to prior periods, as market volatility and a risk-off environment among lenders modestly constrained new transaction activity and refinancing volumes. While repayment activity may continue to offset new investment deployment, we believe that well-capitalized lenders with available liquidity, existing portfolio company relationships, and strong proprietary sponsor networks are well-positioned to benefit from a market recovery when conditions stabilize.
Current report
Total expenses before waived incentive fees decreased to $26.2 million for the three months ended March 31, 2026, from $28.4 million for the three months ended March 31, 2025.
Current report
In connection with the IPO, our Board approved an amended and restated dividend reinvestment plan (the "Amended DRIP"), which became effective on January 29, 2024, concurrent with the consummation of the IPO.
Current report
The Amended DRIP changed the dividend reinvestment plan from an “opt in” dividend reinvestment plan to an “opt out” dividend reinvestment plan. As a result of the foregoing, if our Board authorizes, and we declare, a cash dividend or distribution, shareholders that acquired their shares in the IPO and do not “opt out” of the Amended DRIP will have their cash distributions automatically reinvested in additional shares rather than receiving cash. Notwithstanding the foregoing, a shareholder’s election (or deemed election) under the dividend reinvestment plan, dated December 19, 2019, will remain in effect for such shareholder and no further action is required by such shareholder with respect to their election under the Amended DRIP.
Current report
With respect to each distribution under the Amended DRIP, our Board reserves the right to either issue new shares of common stock or purchase shares of common stock in the open market for the accounts of participants in the Amended DRIP. If newly issued shares are used to implement the Amended DRIP, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the distribution payable to such participant by the market price per share of our common stock at the close of regular trading of the NYSE on the distribution payment date, or if no sale is reported for such day, the average of the reported bid and asked prices. However, if the market price per share on the distribution payment date exceeds the most recently computed NAV per share, we will issue shares at the greater of (i) the most recently computed NAV per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share). If shares are purchased in the open market to implement the Amended DRIP, the number of shares to be issued to a participant will be determined by dividing the dollar amount of the distribution payable to such participant by the weighted average price per share for all shares of common stock purchased by the plan administrator in the open market in connection with the dividend or distribution. Although each participant may from time to time have an undivided fractional interest in a share, no certificates for a fractional share will be issued. However, dividends and distributions on fractional shares will be credited to each participant’s account.
Current report
(1) Represents a supplemental dividend.
Current report
(1) Represents a special dividend.
Current report
Prior Share Repurchase Plan
Current report
Existing Share Repurchase Plan
Current report
As of March 31, 2026, we did not repurchase any shares under the Company 10b5-1 Plan.
Current report
CLO-II Refinancing
Current report
On February 20, 2026 (the " CLO-II Refinancing Date"), the Company completed a $299.7 million refinancing of the 2023 Debt Securitization (the “CLO-II Refinancing”).
Current report
In connection with the issuance of the 2026 Notes, on the CLO-II Refinancing Date, CLO-II entered into a note purchase agreement with SG Americas Securities, LLC ("SG Americas"), as initial purchaser, pursuant to which SG Americas agreed to act as initial purchaser of the 2026 Notes, other than the Subordinated 2026 Notes.
Current report
Distributions from investments in other investment companies occur at irregular intervals and the exact timing of the distributions cannot be determined. The classification of distributions received, including return of capital, realized gains and dividend income, is based on information received from the portfolio company.
Current report
Our accounting policy on net realized gains (losses) and investment income recognition is critical because it involves the primary source of our revenue and accordingly is significant to the financial results as disclosed in our consolidated financial statements.
Removed paragraphs (20)
Previous report
Private equity mergers and acquisitions activity continued its recovery momentum through the third quarter of 2025, building on the rebound that began late in the second quarter of 2025 following earlier disruptions arising from U.S. global trade policy uncertainty. Stabilizing market conditions and renewed sponsor confidence in the macro-environment contributed to increased transaction execution. Repayment activity increased during the third quarter of 2025, driven by a combination of new transactions and selective refinancing activity, as borrowers capitalized on investor demand and favorable market conditions. While repayment activity may continue to offset new investment deployment, we believe that well-capitalized lenders with available liquidity, existing portfolio company relationships, and strong proprietary sponsor networks are well-positioned to benefit from increased market opportunities.
Previous report
Net expenses increased to $29.7 million and $86.1 million for the three and nine months ended September 30, 2025, respectively, from $28.8 million and $74.7 million for the three and nine months ended September 30, 2024, respectively.
Previous report
We recorded a net change in unrealized gain of $4.1 million for the three months ended September 30, 2024, which resulted from an increase in fair value primarily attributable to market spread tightening and net positive credit performance of our portfolio companies in the third quarter of 2024. We recorded a net change in unrealized loss of $(4.0) million for the nine months ended September 30, 2024, which resulted from a decrease in fair value of two underperforming portfolio companies in the second quarter of 2024, partially offset by unrealized gains driven primarily from a reversal of unrealized losses on certain of our underperforming debt positions that were ultimately realized in the first quarter of 2024 and the overall tightening in market spreads.
Previous report
Private Offerings
Previous report
In connection with our Private Offerings and prior to April 28, 2023 (the final closing of the Private Offering), we entered into subscription agreements with investors, pursuant to which investors were required to fund drawdowns to purchase our shares of common stock up to the amount of their respective capital commitment each time we delivered a drawdown notice. As of January 5, 2024, all capital commitments in the amount of $906.4 million had been drawn.
Previous report
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 treated for U.S. federal income tax purposes as if they received cash distributions and subsequently used such cash to purchase additional shares of the Company.
Previous report
(1) In accordance with the Company’s dividend reinvestment plan, shares were purchased in the open market.
Previous report
(1) In connection with the distributions with payment date on January 10, 2024 and April 29, 2024, 185,541, 189,256 and 205,860 shares were newly issued under the dividend reinvestment plan respectively.
Previous report
Share Repurchase Plan
Previous report
Wells Fargo Financing Facility
Previous report
On December 31, 2019, a wholly owned subsidiary of the Company entered into a credit agreement ("the “Wells Fargo Financing Facility” and the agreement relating thereto, as amended on October 28, 2020, March 31, 2022, March 14, 2024 and August 27, 2024, the “Wells Fargo Financing Facility Agreement”), with Wells Fargo Bank, N.A. as lender (“Wells Fargo”) and administrative agent. On March 14, 2024, SPV V entered into the borrower joinder agreement to become party to the Wells Fargo Financing Facility Agreement and pledged all of its assets to the collateral agent to secure their obligations under the Wells Fargo Financing Facility. The Company and SPV V made customary representations and warranties and were required to comply with various financial covenants related to liquidity and other maintenance covenants, reporting requirements and other customary requirements for similar facilities.
Previous report
On January 23, 2025, the Wells Fargo Financing Facility Agreement was terminated in full, and the Company terminated the security interest over the collateral granted to Wells Fargo and the lenders pursuant to the Wells Fargo Financing Facility Agreement. The Wells Fargo Financing Facility Agreement was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.
Previous report
The maximum facility amount available under the Wells Fargo Financing Facility was $225 million. Under the Wells Fargo Financing Facility Agreement, the Company paid a fee on daily undrawn amounts under the Wells Fargo Financing Facility of 0.25% per annum during the period ended June 14, 2024. For the six months following June 14, 2024, the Company paid a fee on daily undrawn amounts under the Wells Fargo Facility of 0.50% per annum. and, thereafter, paid 0.50% per annum on undrawn amounts of up to 40% of the maximum facility amount and 1.50% per annum on undrawn amounts in excess of 40% of the maximum facility amount.
Previous report
As of December 31, 2024, the Wells Fargo Financing Facility bore interest at a rate of SOFR, reset daily, plus 2.20% per annum.
Previous report
SMBC Financing Facility
Previous report
On November 24, 2020, a wholly owned subsidiary of the Company entered into a senior secured revolving credit facility (the “SMBC Financing Facility” and the agreement relating thereto, as amended on December 23, 2021, June 29, 2022 and November 21, 2023, the “SMBC Financing Facility Agreement”) with SMBC, as the administrative agent, the collateral agent and the lender. On October 19, 2023, SPV IV entered into the borrower joinder agreement (the “SMBC Joinder”) to become party to the SMBC Financing Facility Agreement.
Previous report
Effective December 7, 2023, following the closing of the 2023 Debt Securitization (discussed further below), the maximum facility amount available was reduced to $150 million from $300 million, subject to a subsequent increase to $250 million, in the sole discretion of the administrative agent, if so requested by the borrowers, and SPV IV began borrowing under the SMBC Financing Facility. On November 5, 2024, the Company terminated in full the SMBC Financing Facility Agreement and terminated the security interest over the collateral granted to SMBC and the lenders pursuant to the SMBC Financing Facility Agreement. The SMBC Financing Facility was terminated concurrent with the satisfaction of all obligations and liabilities of the Company to the lenders thereunder, including, without limitation, payments of principal and interest, other fees, breakage costs and other amounts owing to the lenders.
Previous report
The interest rate for loans under the SMBC Financing Facility Agreement was either the Base Rate plus 1.65% or Term SOFR plus 2.65%. The SMBC Financing Facility Agreement provided for an unused commitment fee of 0.50% per annum on the unused commitments from February 21, 2024 through May 21, 2024 and, thereafter, 0.50% per annum on the unused commitments if such unused commitments are less than 50% of the total commitments and 1.00% per annum on the unused commitments if such unused commitments are greater than or equal to 50% of the total commitments.
Previous report
Advisory Agreement Renewal
Previous report
On October 29, 2025, the Board, including all of the Independent Directors, approved the renewal of each Advisory Agreement in accordance with, and on the basis of, an evaluation satisfactory to such directors as required by the 1940 Act for an additional one-year term expiring on December 1, 2026.
Reworded paragraphs (60)
Previous wording
The discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The information in this section contains forward-looking statements, which relate to future events, or the future performance or financial condition of Nuveen Churchill Direct Lending Corp., including its wholly owned subsidiaries (collectively, "we", "us", "our", or the "Company"), and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A of and elsewhere in this Quarterly Report on Form 10-Q. This discussion also should be read in conjunction with the “Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Current wording
The information in this management's discussion and analysis of our financial condition and results of operations relates to Nuveen Churchill Direct Lending Corp., including its wholly owned subsidiaries (collectively, "we", "us", "our", or the "Company"). The information in this section should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements, which relate to future events, or the future performance or financial condition of and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 and Part II, Item 1A of and elsewhere in this Quarterly Report on Form 10-Q. This discussion also should be read in conjunction with the “Forward-Looking Statements” in this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.
Previous wording
Churchill NCDLC CLO-I, LLC (“CLO-I”), Churchill NCDLC CLO-II, LLC (“CLO-II”), Churchill NCDLC CLO-III, LLC (“CLO-III”), Nuveen Churchill BDC SPV IV, LLC (“SPV IV”), Nuveen Churchill BDC SPV V, LLC (“SPV V”) and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements commencing from the date of their formation. CLO-I, CLO-II and CLO-III have completed term debt securitizations. SPV IV and SPV V primarily invest in first-lien senior secured debt and unitranche loans. NCDL Equity Holdings was formed to hold certain equity-related securities.
Current wording
Churchill NCDLC CLO-I, LLC (“CLO-I”), Churchill NCDLC CLO-II, LLC (“CLO-II”), Churchill NCDLC CLO-III, LLC (“CLO-III”), and NCDL Equity Holdings LLC ("NCDL Equity Holdings") are wholly owned subsidiaries of the Company and are consolidated in these financial statements commencing from the date of their formation. CLO-I, CLO-II and CLO-III have completed term debt securitizations. NCDL Equity Holdings was formed to hold certain equity-related securities.
Previous wording
Our level of investment activity varies substantially from period to period depending on many factors, including the amount we have available to invest, as well as the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity in the middle market, the general economic environment and the competitive environment for the types of investments we make.
Current wording
Our level of investment activity varies substantially from period to period depending on many factors, including the amount we have available to invest, the amount of debt and equity capital available to middle market companies, the level of merger and acquisition and refinancing activity in the middle market, prevailing interest rates and capital market conditions, the general economic environment, and the competitive environment for the types of investments we make.
Previous wording
We generate revenue primarily in the form of interest income on debt investments we hold. In addition, we may generate income from dividends on direct equity investments and capital gains on the sales of loans or debt and equity securities. Our debt investments generally bear interest at a floating rate usually determined on the basis of a benchmark, such as the Secured Overnight Financing Rate (“SOFR”). Interest on these debt investments is generally paid quarterly. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we may receive repayments of some of our debt investments prior to their scheduled maturity dates. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also may reflect the proceeds of sales of securities. In addition, we may generate revenue in the form of commitment, origination, structuring, diligence, consulting or prepayment fees associated with our investment activities as well as any fees for managerial assistance services rendered by us to portfolio companies and other investment related income.
Current wording
We generate revenue primarily in the form of interest income on debt investments, which generally bear interest at a floating rate based on a benchmark such as the Secured Overnight Financing Rate ("SOFR"). Certain investments may also include payment-in-kind ("PIK") provisions whereby interest accrues and is added to loan principal. We may also generate income from dividends on equity investments, capital gains on the sale of securities, and fees associated with our investment activities, including prepayment, amendment, and origination fees, as well as fees for managerial assistance rendered to portfolio companies. The frequency and volume of investment repayments and sales fluctuate significantly from period to period.
Previous wording
The Adviser, Churchill, Nuveen Asset Management and their respective affiliates are responsible for bearing the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to us. We bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to us (such as items in the third and fourth bullets listed below).
Current wording
The Advisers and their respective affiliates are responsible for bearing the compensation and routine overhead expenses allocable to personnel providing investment advisory and management services to us. We bear all other out-of-pocket costs and expenses of its operations and transactions, including those costs and expenses incidental to the provision of investment advisory and management services to us (such as items in the third and fourth bullets listed below).
Previous wording
Our portfolio and investment activity for the three and nine months ended September 30, 2025 and 2024 is presented below (dollar amounts in thousands):
Current wording
Our portfolio and investment activity for the three months ended March 31, 2026 and 2025 is presented below (dollar amounts in thousands):
Previous wording
•Weighted average reported annual EBITDA of $75.51 million.1
Current wording
•Weighted average reported annual EBITDA of $75.6 million.1
Previous wording
•Weighted average of 2.34x interest coverage ratio for our first-lien loans 2
Current wording
•Weighted average of 2.27x interest coverage ratio for our first-lien loans 2
Previous wording
•Weighted average of 5.00x net leverage.3
Current wording
•Weighted average of 5.09x net leverage.3
Previous wording
•Approximately 87.80% of our debt investments have financial covenants.4
Current wording
•Approximately 86.86% of our debt investments have financial covenants.4
Previous wording
2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have maintenance financial covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 78.18% of our total investments, and 87.02% of our total first lien loan investments, in each case based upon fair value.
Current wording
2 The interest coverage ratio calculation is derived from the most recently available portfolio company financial information received by the Adviser and is a weighted average based on the fair market value of each respective first lien loan investment as of its most recent reporting to lenders. Such reporting may include assumptions regarding the impact of interest rate hedges established by borrowers to reduce their exposure to floating interest rates (resulting in a reduced hedging rate being used for the total interest expense in respect of such hedges, rather than any higher rates applicable under the documentation for such loans), even if such hedging instruments are not pledged as collateral to lenders in respect of such loans and do not secure the loans themselves. The interest rate coverage ratio excludes junior capital investments and equity co-investments and applies solely to traditional middle market first lien loans held by us, which also excludes any upper middle market or other first lien loans investments that do not have financial maintenance covenants and first lien loans that the Adviser has assigned a risk rating of ‘8’ or higher, as well as any portfolio companies with net senior leverage of 15x or greater. As a result of the foregoing exclusions, the interest coverage ratio shown herein applies to 75.68% of our total investments, and 84.40% of our total first lien loan investments, in each case based upon fair value.
Previous wording
3 Net leverage is the ratio of total debt minus cash divided by EBITDA, taking into account only the debt issued through the tranche in which we are a lender. Leverage is derived from the most recently available portfolio company financial statements and weighted by the fair value of each investment. Net leverage presented excludes equity investments as well as debt instruments to which the Adviser has assigned a risk rating of 8 or higher and any portfolio companies with net leverage of 15x or greater.
Current wording
3 Net leverage is the ratio of total debt minus cash divided by EBITDA, taking into account only the debt issued through the tranche in which we are a lender. Leverage is derived from the most recently available portfolio company financial statements and weighted by the fair value of each investment. Net leverage presented excludes equity investments as well as debt instruments to which the Adviser has assigned an internal risk rating of 8 or higher and any portfolio companies with net leverage of 15x or greater.
Previous wording
1 As of September 30, 2025, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $72,488, mezzanine debt of $83,950 and structured debt of $2,489 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $76,695, mezzanine debt of $94,207 and structured debt of $4,525 at cost.
Current wording
1 As of March 31, 2026, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $60,843, mezzanine debt of $84,627 and structured debt of $2,624 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $67,184, mezzanine debt of $98,459 and structured debt of $4,635 at cost.
Previous wording
As of December 31, 2024, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $67,780, mezzanine debt of $89,740 and structured debt of $1,618 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $71,622, mezzanine debt of $94,978 and structured debt of $4,357 at cost.
Current wording
As of December 31, 2025, Subordinated Debt was comprised of second lien term loans and/or second lien notes of $74,262, mezzanine debt of $84,633 and structured debt of $2,479 at fair value; Subordinated Debt was comprised of second lien term loans and/or second lien notes of $78,960, mezzanine debt of $96,113 and structured debt of $4,583 at cost.
Previous wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of September 30, 2025 was 9.82%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2024, was 10.30%.
Current wording
1 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of March 31, 2026 was 9.18%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at cost, as of December 31, 2025, was 9.36%.
Previous wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of September 30, 2025 was 9.97%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2024, was 10.40%.
Current wording
2 Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of March 31, 2026 was 9.40%. Weighted average yield inclusive of debt and income producing investments on non-accrual status, at fair value, as of December 31, 2025, was 9.54%.
Previous wording
As of September 30, 2025, 99.95% and 99.95% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2024, 99.10% and 99.09% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.
Current wording
As of March 31, 2026, 100.00% and 100.00% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans. As of December 31, 2025, 99.95% and 99.95% of our floating rate debt and income producing investments at cost and at fair value, respectively, had interest rate floors that govern the minimum applicable interest rates on such loans.
Previous wording
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 10.33% to 9.92% from December 31, 2024 to September 30, 2025. The decrease in weighted average yields was primarily due to overall tightening of spreads in newly originated investments and lower base interest rates.
Current wording
The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders, but rather relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount, but excluding any investments on non-accrual status. There can be no assurance that the weighted average yield will remain at its current level. Total weighted average yields of our debt and income producing investments, at cost, decreased from 9.48% to 9.31% from December 31, 2025 to March 31, 2026. The decrease in weighted average yields was primarily due to overall tightening of spreads in newly originated investments and lower base interest rates.
Previous wording
Despite this market recovery, certain macro-economic risks and uncertainties remain. Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. In light of these changes, we are closely monitoring the impacts to our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, strong levels of free cash flow generation, and multiple channels to source products or materials. There can be no assurance that economic conditions will not adversely impact certain of our portfolio companies, which could impact our future results.
Current wording
In addition to market volatility and uncertainty, certain broader macro-economic risks remain. Changes to trade policies, including the imposition of new tariffs by the current administration, could disrupt supply chains and may negatively impact the financial condition of certain of our portfolio companies as well as the macro-economic environment. To the extent tariff policies are modified or customs refunds are processed, such developments could partially mitigate the impact on affected portfolio companies, though the timing and magnitude of any such adjustments remain uncertain. Additionally, rising geopolitical tensions have contributed to capital market volatility and upward pressure on inflation, further complicating the macro-economic outlook. While we have not observed significant energy input cost increases affecting our portfolio companies to date, we continue to monitor the potential effect of energy price volatility on portfolio company operating costs and margins. The rapid evolution and adoption of artificial intelligence technologies may also create both opportunities and challenges for certain businesses, potentially reshaping competitive dynamics, operational models, and workforce requirements across industries. In light of these dynamics, we are closely monitoring the performance and outlook of our portfolio companies, and we will continue to seek to invest in defensive businesses with low levels of cyclicality, pricing power, strong free cash flow generation, and multiple channels to source products or materials. There can be no assurance that economic conditions or competitive market dynamics will not adversely impact certain of our portfolio companies, which could impact our future results.
Previous wording
As of September 30, 2025 and December 31, 2024, the weighted average Internal Risk Rating of our investment portfolio was 4.2 and 4.1, respectively. As of September 30, 2025, there were investments in three portfolio companies on non-accrual with an aggregate cost of $18.6 million, which represented approximately 0.93% of total investments at cost. As of December 31, 2024, there were investments in one portfolio company on non-accrual with an aggregate cost of $7.3 million, which represented approximately 0.35% of total investments at cost.
Current wording
As of March 31, 2026 and December 31, 2025, the weighted average Internal Risk Rating of our investment portfolio was 4.3 and 4.2, respectively. As of March 31, 2026, there were investments in five portfolio companies on non-accrual with an aggregate cost of $25.9 million, which represented approximately 1.28% of total investments at cost. As of December 31, 2025, there were investments in four portfolio company on non-accrual with an aggregate cost of $24.4 million, which represented approximately 1.22% of total investments at cost.
Previous wording
Operating results for the three and nine months ended September 30, 2025 and 2024 were as follows (dollars amounts in thousands):
Current wording
Operating results for the three months ended March 31, 2026 and 2025 were as follows (dollars amounts in thousands):
Previous wording
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses, and changes in unrealized appreciation and depreciation on the investment portfolio.
Current wording
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments and repayment activity, expenses, the recognition of realized gains and losses, and changes in unrealized appreciation and depreciation on the investment portfolio, changes in base interest rates and credit spreads, and broader macroeconomic conditions and market volatility.
Previous wording
Investment income for the three and nine months ended September 30, 2025 was $51.1 million and $157.8 million, respectively, compared to $60.3 million and $167.0 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025 and September 30, 2024, the size of our portfolio was $2.0 billion and $2.1 billion, at cost, respectively. As of September 30, 2025, the weighted average yield of our debt and income producing investments decreased to 9.92% from 10.86% as of September 30, 2024, at cost, primarily due to overall tightening of spreads in newly originated investments and the decline in base interest rates. Shifts in base interest rates, such as SOFR and other applicable benchmark rates, may affect our investment income.
Current wording
Investment income decreased to $46.3 million for the three months ended March 31, 2026 from $53.6 million for the three months ended March 31, 2025. As of March 31, 2026, the size of our portfolio decreased to $2.0 billion from $2.1 billion as of March 31, 2025, at cost. As of March 31, 2026, the weighted average yield of our debt and income producing investments decreased to 9.31% from 10.10% as of March 31, 2025, at cost, primarily due to overall tightening of spreads in newly originated investments during 2025, the refinancing or repricing of existing portfolio companies to marginally lower spreads, and the decline in base interest rates compared to the prior period. Shifts in base interest rates, such as SOFR and other applicable benchmark rates, may affect our investment income.
Previous wording
Interest and debt financing expenses decreased for the three months ended September 30, 2025 compared to the the three months ended September 30, 2024, primarily due to lower average daily borrowings and a lower average annual interest rate. Interest and debt financing expenses increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily due to higher average daily borrowings and one-time costs associated with debt facility refinancings completed during the first quarter of 2025, as further described below in Borrowings. Average daily borrowings increased during the nine months ended September 30, 2025 primarily due to the issuance of the 2030 Notes and the increase in borrowings on the Revolving Credit Facility (each defined below). For the nine months ended September 30, 2025, we recorded $1.4 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs from these refinancing transactions. The average daily borrowings for the three and nine months ended September 30, 2025 were $1.1 billion and $1.1 billion, respectively, compared to $1.2 billion and $974.7 million for the three and nine months ended September 30, 2024, respectively. The average annual interest rate for the three and nine months ended September 30, 2025 was 6.64% and 6.61%, respectively, compared to 7.74% and 7.70% for the three and nine months ended September 30, 2024, respectively.
Current wording
Interest and debt financing expenses decreased for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily due to a lower average interest rate and lower average daily borrowings, partially offset by one-time costs associated with debt facility refinancings completed during the first quarter of 2026, as further described below in Borrowings. Average daily borrowings decreased during the three months ended March 31, 2026 primarily due to a decrease in borrowings on the Revolving Credit Facility (defined below). For the three months ended March 31, 2026, we recorded $0.8 million of non-recurring interest and debt financing expenses relating to the acceleration of deferred financing costs in connection with the CLO-II Refinancing. The average daily borrowings for the three months ended March 31, 2026 were $1.1 billion compared to $1.2 billion for the three months ended March 31, 2025. The average annual interest rate for the three months ended March 31, 2026 was 5.89%, compared to 6.57% for the three months ended March 31, 2025.
Previous wording
In addition, in accordance with the terms of the Advisory Agreement, the Adviser's waiver of incentive fees on income and on capital gains expired effective March 31, 2025. For the three months ended September 30, 2025, income-based incentive fees totaled $3.3 million. For the nine months ended September 30, 2025, income-based incentive fees totaled $8.4 million, of which $2.3 million was waived during the first quarter of 2025 when the fee waiver was in effect. For the three and nine months ended September 30, 2024, income-based incentive fees of $5.5 million and $13.0 million, respectively, were waived in full in accordance with the terms of the Advisory Agreement. As of September 30, 2025, income-based incentive fees payable to the Adviser totaled $3.3 million. No capital gains incentive fees were incurred during the three and nine months ended September 30, 2025 or 2024.
Current wording
In accordance with the terms of the Advisory Agreement, effective March 31, 2025, the management fee base rate increased from 0.75% to 1.00% and the Adviser's waiver of incentive fees on income and on capital gains expired. The increase in management fees for the three months ended March 31, 2026 from the comparable period in 2025 was primarily attributable to the increase in the management fee base rate. For the three months ended March 31, 2026, income-based incentive fees totaled $1.5 million, with no amounts waived. For the three months ended March 31, 2025, income-based incentive fees of $2.3 million were waived in full in accordance with the terms of the Advisory Agreement. No capital gains incentive fees were incurred during the three months ended March 31, 2026 or 2025.
Previous wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative 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 our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three and nine months ended September 30, 2025 were $1.9 million and $5.4 million, respectively, compared to $1.6 million and $4.8 million for the three and nine months ended September 30, 2024, respectively.
Current wording
Professional fees include legal, audit, tax, valuation, and other professional fees incurred related to the management of the Company. Administrative 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 our chief financial officer and chief compliance officer, and their respective staffs. Other general and administrative expenses include insurance, filing, research, rating agencies, subscriptions and other costs. Professional, administration, and other general and administrative fees for the three months ended March 31, 2026 were $1.8 million compared to $1.4 million for the three months ended March 31, 2025.
Previous wording
For the three months ended September 30, 2025, we had a net realized gain on investments of $1.5 million compared to a net realized gain of $1.1 million for the three months ended September 30, 2024. The net realized gain for the three months ended September 30, 2025 was primarily driven by a realization of an equity investment during the period. For the nine months ended September 30, 2025, we had a net realized loss on investments of $(8.1) million, compared to a net realized loss of $(1.5) million for the nine months ended September 30, 2024, respectively. The net realized loss for the nine months ended September 30, 2025 was primarily driven by the restructuring of an underperforming debt position offset by realized gains from full or partial repayments and sales of investments in portfolio companies.
Current wording
For the three months ended March 31, 2026, we recognized a net realized loss on investments of $(3.3) million, compared to a net realized gain of $1.1 million for the three months ended March 31, 2025. The net realized loss for the three months ended March 31, 2026 was primarily driven by the restructuring of two underperforming debt positions, partially offset by realized gains from full or partial repayments and sales of investments in portfolio companies.
Previous wording
We recorded a net change in unrealized loss of $(4.2) million for the three months ended September 30, 2025, which resulted primarily from decreases in fair value of certain underperforming portfolio investments. We recorded a net change in unrealized loss of $(14.0) million for the nine months ended September 30, 2025, which resulted primarily from decreases in fair value of certain underperforming portfolio companies, partially offset by the reversal of an unrealized loss on a debt position that was restructured during the period.
Current wording
We recorded a net change in unrealized loss of $(7.8) million for the three months ended March 31, 2026, compared to a net change in unrealized loss of $(13.6) million for the three months ended March 31, 2025. The total net change in unrealized losses for the three months ended March 31, 2026 primarily resulted from benchmark spread widening and decreases in the fair value of certain underperforming portfolio companies, partially offset by the reversal of unrealized losses on debt positions that were restructured during the period.
Previous wording
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our Revolving Credit Facility (as defined below) and CLO debt issuances (discussed further below). Due to an uncertain economic outlook and current market volatility, we regularly evaluate our overall liquidity position and take proactive steps to maintain that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, and (iv) cash distributions to the holders of our shares.
Current wording
Due to the diverse capital resources available to us at this time, we believe we have adequate liquidity to support our near-term capital requirements. Our liquidity and capital resources are generated primarily from cash flows from income earned from our investments and principal repayments, net proceeds of public offerings of debt securities and equity securities (including through the ATM Program, as described below), and our net borrowings from our Revolving Credit Facility (as defined below) and CLO debt issuances (discussed further below). Due to an uncertain economic outlook, elevated capital market volatility, and evolving macroeconomic conditions, we regularly evaluate our overall liquidity position and take proactive steps to maintain and strengthen that position based on such circumstances. The primary uses of our cash are (i) purchases of investments in portfolio companies, (ii) funding the cost of our operations (including fees paid to our Adviser), (iii) debt service, repayment and other financing costs of our borrowings, (iv) cash distributions to the holders of our shares, and (v) share repurchases under the Company 10b5-1 Plan (as defined below).
Previous wording
To facilitate public offerings of equity securities and debt securities, on December 20, 2024, we filed a shelf registration statement with the SEC that is effective for a three-year term, expiring on December 20, 2027. As a well-known seasoned issuer, we are permitted to register an indeterminate number of securities under the shelf registration statement and, therefore, there is no specific dollar limit on the amount of securities we may issue. The shelf registration statement permits us to offer, from time to time, our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. 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 at the time of any offering.
Current wording
To facilitate public offerings of equity securities and debt securities, on December 20, 2024, we filed a shelf registration statement with the SEC that is effective for a three-year term, expiring on December 20, 2027. The shelf registration statement permits us to offer, from time to time, up to $1.0 billion of our common stock, preferred stock, subscription rights to purchase shares of our common stock, debt securities or warrants representing rights to purchase shares of our common stock, preferred stock or debt securities, in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts or a combination of these methods. 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 at the time of any offering.
Previous wording
As of September 30, 2025 and December 31, 2024, our debt consisted of asset based leverage facilities, a revolving credit facility, debt securitizations, and an unsecured note issuance. 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. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of September 30, 2025 and December 31, 2024, our asset coverage ratio was 179.82% and 187.03%, respectively.
Current wording
As of March 31, 2026 and December 31, 2025, our debt consisted of a revolving credit facility, debt securitizations, and unsecured notes. 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. We are generally permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to our shares if our asset coverage, as defined in the 1940 Act, is at least equal to 150%, if certain requirements are met. As of March 31, 2026 and December 31, 2025, our asset coverage ratio was 175.84% and 178.55%, respectively.
Previous wording
Cash and cash equivalents as of September 30, 2025, taken together with our unused capacity under our Revolving Credit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of September 30, 2025, we had $269.5 million available under our Revolving Credit Facility.
Current wording
Cash and cash equivalents as of March 31, 2026, taken together with our unused capacity under our Revolving Credit Facility is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2026, we had $233.0 million available under our Revolving Credit Facility.We believe maintaining adequate liquidity is particularly important in the current market environment, as it positions us to take advantage of investment opportunities that may arise as market conditions evolve and stabilize.
Previous wording
Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.
Current wording
Although we have historically been able to obtain sufficient borrowing capacity, a deterioration in economic conditions, elevated market volatility, or other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. In particular, current market conditions, including reduced bank market participation and elevated credit market volatility, may affect the availability and terms of future financing. These factors may limit our ability to make new investments and adversely impact our results of operations.
Previous wording
For the nine months ended September 30, 2024, our cash and cash equivalents balance increased by $1.9 million. During that period, $309.2 million was used in operating activities, primarily relating to investment purchases of $712.5 million, offset by $310.5 million in repayments and sales of investments in portfolio companies. During the same period, $311.1 million was provided by financing activities, consisting primarily of proceeds from issuance of shares and proceeds from secured borrowings of $241.7 million and $717.8 million, respectively, net of shareholder distributions and repayments of secured borrowings of $67.4 million and $567.7 million, respectively.
Current wording
For the three months ended March 31, 2026, our cash and cash equivalents balance decreased by $12.1 million. During that period, $13.7 million was used in operating activities, primarily relating to purchases of investments of $85.4 million, partially offset by $65.0 million of proceeds from principal repayments and sales of investments. During the same period, $1.7 million was provided by financing activities, consisting of proceeds from debt of $272.5 million, partially offset by repayments of debt of $247.2 million, shareholder distributions of $22.2 million and payments of deferred financing costs of $1.4 million.
Previous wording
For the nine months ended September 30, 2025, our cash and cash equivalents balance increased by $3.0 million. During that period, $165.6 million was provided by operating activities, primarily relating to repayments and sales of investments in portfolio companies of $371.9 million offset by investment purchases of $270.4 million . During the same period, $162.6 million was used in financing activities, consisting primarily of net of repayments of secured borrowings of $11.2 million, shareholder distributions of $80.0 million and repurchases of common shares of $65.7 million.
Current wording
For the three months ended March 31, 2025, our cash and cash equivalents balance increased by $5.9 million. During that period, $8.8 million was used in operating activities, primarily relating to purchases of investments of $153.0 million, partially offset by $148.4 million in repayments and sales of investments. During the same period, $14.7 million was provided by financing activities, consisting of proceeds from debt of $796.8 million, partially offset by repayments of debt of $710.0 million, repurchases of common shares of $37.1 million, shareholder distributions of $29.5 million, and payments of deferred financing costs of $5.6 million.
Previous wording
The following table summarizes the Company's distributions recorded for the nine months ended September 30, 2025:
Current wording
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2026:
Previous wording
The following table summarizes the Company's distributions recorded for the nine months ended September 30, 2024:
Current wording
The following table summarizes the Company's distributions recorded for the three months ended March 31, 2025:
Previous wording
The distributions declared were derived from investment company taxable income and net capital gain, if any. The federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Current wording
The distribution declared were derived from investment company taxable income and net capital gain, if any. The federal income tax characterization of distributions declared and paid for the fiscal year will be determined based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Previous wording
The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the nine months ended September 30, 2025:
Current wording
The following table reflects the shares distributed pursuant to the dividend reinvestment plan for the three months ended March 31, 2026:
Previous wording
The following table reflects the shares issued pursuant to the dividend reinvestment for the nine months ended September 30, 2024:
Current wording
The following table reflects the shares distributed pursuant to the dividend reinvestment for the three months ended March 31, 2025:
Showing the first 40 of 60 pairs. Open the source sections for the rest.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
The Company 10b5-1 Plan became effective on March 24, 2026 and will terminate upon the earliest to occur of (i) the expiry of the 12-month period commencing on March 24, 2026 (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares of common stock purchased under the Company 10b5-1 Plan equals $50.0 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.
Current report — wording carried from elsewhere
Equity Holdings and will be guaranteed by certain of our subsidiaries that are formed or acquired in the future (collectively, the “Guarantors”).
Current report — wording carried from elsewhere
The 2023 Debt was backed by a diversified portfolio of senior secured and second lien loans. The 2023 Debt was the secured obligation of CLO-II, and the indenture and the CLO-II Loan Agreement, as applicable, governing the 2023 Debt included customary covenants and events of default. The 2023 Debt was not registered under the Securities Act, or any state “blue sky” laws.
Current report — wording carried from elsewhere
The notes offered in the CLO-II Refinancing (the "2026 Notes") were issued by CLO-II. The 2026 Notes consist of $125.5 million of AAA Class A-R 2026 Notes, which bear interest at the three-month Term SOFR plus 1.38%; $37.5 million of AA Class B-R 2026 Notes, which bear interest at the three-month Term SOFR plus 1.70%; and $86.7 million of Subordinated 2026 Notes, which do not bear interest and of which $83.1 million were issued on the CLO-II Original Closing Date and remained outstanding on the Refinancing Date. The Company directly retained all of the Subordinated 2026 Notes and, as such, these notes are eliminated in consolidation.
Current report — wording carried from elsewhere
As part of the CLO-II Refinancing, on the CLO-II Refinancing Date, CLO-II also entered into an amended and restated loan agreement (the "Class A-L-R CLO-II Loan Agreement"), pursuant to which various financial institutions and other persons which are, or may become, parties thereto as lenders (the "Class A-L-R CLO-II Lenders") committed to make $50 million of AAA Class A-L-R 2026 Loans to CLO-II (the "Class A-L-R 2026 Loans" and, together with the 2026 Notes, the "2026 Debt"). The Class A-L-R 2026 Loans bear interest at the three-month Term SOFR plus 1.38% and were fully drawn on the CLO-II Refinancing Date.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
In accordance with the terms of the Advisory Agreement, effective March 31, 2025, the management fee base rate increased from 0.75% to 1.00%. The increase in management fees for the three and nine months ended September 30, 2025 from the comparable periods in 2024 was primarily attributable to the increase in the management fee base rate.