UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Commission file number: 814-01474

BAIN CAPITAL PRIVATE CREDIT

(Exact Name of Registrant as Specified in its Charter)

Delaware	87-6984749
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
200 Clarendon Street, 37th Floor Boston, MA	02116
(Address of Principal Executive Office)	(Zip Code)

(617) 516-2000

(Registrant’s Telephone Number, Including Area Code)

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The Registrant’s common shares of beneficial interest (“Common Shares”), $0.01 par value per share, outstanding as of May 15, 2025 were 0, 0 and 24,618,873 of Class S, Class D and Class I Common Shares, respectively. Common Shares outstanding exclude May 1, 2025 subscriptions since the issuance price is not yet finalized at this time.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements:	3
	Consolidated Statements of Assets and Liabilities as of March 31, 2025 (unaudited) and December 31, 2024	3
	Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2025 and 2024 (unaudited)	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	7
	Consolidated Schedules of Investments as of March 31, 2025 (unaudited) and December 31, 2024	9
	Notes to Consolidated Financial Statements (unaudited)	29
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	70
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	100
Item 4.	Controls and Procedures	101
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	102
Item 1A.	Risk Factors	102
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	103
Item 3.	Defaults Upon Senior Securities	103
Item 4.	Mine Safety Disclosures	103
Item 5.	Other Information	104
Item 6.	Exhibits, Consolidated Financial Statement Schedules	105
Signatures		108

i

FORWARD-LOOKING STATEMENTS

Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of the Company, BCPC Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part 1, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2024 and in our filings with the Securities and Exchange Commission (the “SEC”). Except as otherwise specified in this Quarterly Report, the terms “we”, “us”, “our”, and the “Company” refer to Bain Capital Private Credit.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.

ii

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share data)

	As of		As of
	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investment (amortized cost of $875,896 and $712,111, respectively)	$	877,783	$	712,198
Non-controlled affiliate investment (amortized cost of $4,050 and $4,800, respectively)		4,825		5,101
Controlled affiliate investment (amortized cost of $16,625 and $0, respectively)		16,709		-
Cash and cash equivalents		21,290		15,441
Foreign cash (cost of $9,072 and $1,006, respectively)		9,112		898
Collateral on forward currency exchange contracts		1,230		833
Restricted cash and cash equivalents		50		50
Deferred financing costs (net of accumulated amortization of $1,113 and $718, respectively)		7,355		7,375
Interest receivable on investments		8,457		6,459
Dividend Receivable on investments		75		-
Unrealized appreciation on forward currency exchange contracts		-		1,492
Receivable for investments sold		85,444		510
Prepaid insurance		210		309
Prepaid financing costs		57		75
Other receivables		1,000		1,786
Total Assets	$	1,033,597	$	752,527
Liabilities
Debt	$	487,222	$	378,101
Distributions payable		3,354		6,006
Interest expense payable		4,698		3,976
Incentive fee payable		1,722		1,585
Repurchase of Common Shares payable		473		1,537
Base management fee payable		1,587		1,316
Accrued expenses and other liabilities		822		1,171
Unrealized depreciation on forward currency exchange contracts		283		-
Payable for investments purchased		74,359		401
Total Liabilities		574,520		394,093
Commitments and Contingencies (See Note 9)
Net Assets
Common Shares, $0.01 par value (17,872,129 and 13,988,959 shares issued and outstanding, respectively)		179		140
Paid-in-capital in excess of par value		451,730		352,342
Accumulated distributable earnings		7,168		5,952
Total Net Assets		459,077		358,434
Total Liabilities and Total Net Assets	$	1,033,597	$	752,527

See Notes to Consolidated Financial Statements

3

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(in thousands, except share and per share data)

	As of
	March 31, 2025		December 31, 2024
	(Unaudited)
Net Asset Value Per Share
Class I Shares:
Net assets	$	459,077	$	358,434
Common Shares outstanding ($0.01 par value, unlimited shares authorized)		17,872,129		13,988,959
Net asset value per share	$	25.69	$	25.62

See Notes to Consolidated Financial Statements

4

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended March 31,
	2025			2024
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments	$	18,924		$	7,206
Dividend income		347			-
PIK income		823			14
Other income		1,502			1,033
Total interest income from non-controlled/non-affiliate investments		21,596			8,253
Investment income from non-controlled/affiliate investments:
Dividend income		75			—
Total interest income from non-controlled/affiliate investments:		75			—
Investment income from controlled affiliate investments:
Interest from investments		14			—
Total interest income from controlled affiliate investments:		14			—
Total investment income		21,685			8,253
Expenses
Interest and debt financing expenses	$	7,405		$	2,521
Incentive fee		1,722			733
Professional fees and operating expenses		257			497
Base management fee		1,586			522
Amortization of deferred offering costs		-			349
Trustee fees		110			108
Organization costs		-			104
Other general and administrative expenses		588			-
Total Expenses Before Fee Waivers		11,668			4,834
Expense recoupment (support)		178			(737	)
Total Expenses, Net of Fee Waivers		11,846			4,097
Net Investment Income (Loss) Before Taxes		9,839			4,156
Income taxes, including excise taxes		81			-
Net Investment Income (Loss)		9,758			4,156
Net Realized and Unrealized Gains (Losses)
Net realized gain on non-controlled/non-affiliate investments		225			23
Net realized gain (loss) on foreign currency transactions		(61	)		(26	)
Net realized loss on foreign currency of debt		-			(12	)
Net realized gain on forward currency exchange contracts		746			41
Net change in unrealized appreciation on foreign currency translation		179			(21	)
Net change in unrealized appreciation on foreign currency translation on debt		(956	)		317
Net change in unrealized appreciation on forward currency exchange contracts		(1,775	)		202
Net change in unrealized appreciation on non-controlled/non-affiliate investments		1,800			(847	)
Net change in unrealized appreciation on non-controlled/affiliate investments		474			-
Net change in unrealized appreciation on controlled affiliate investments		84			-
Total Net Gains (Losses)		716			(323	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	10,474		$	3,833

See Notes to Consolidated Financial Statements

5

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended March 31,
			2025				2024
Operations
Net investment income (loss)		$		9,758		$		4,156
Net realized gains				910				26
Net change in unrealized appreciation				(194	)			(349	)
Net Increase (Decrease) in Net Assets Resulting from Operations		$		10,474		$		3,833
Distributions to Shareholders
Class I				(9,258	)			(2,902	)
Net Decrease in Net Assets Resulting from Distributions to Shareholders		$		(9,258	)	$		(2,902	)
Capital Share Transactions
Class I:
Proceeds from Common Shares sold		$		97,901		$		26,145
Repurchase of Common Shares				(473	)			-
Distributions reinvested				1,999				359
Net Increase from Capital Share Transactions		$		99,427		$		26,504
Net Assets
Total increase (decrease) in net assets during the period				100,643				27,435
Net Assets, beginning of period				358,434				110,270
Net Assets at End of Period		$		459,077		$		137,705

See Notes to Consolidated Financial Statements

6

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended March 31,
	2025			2024
Cash Flows From Operating Activities
Net increase (decrease) in net assets resulting from operations	$	10,474		$	3,833
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities:
Purchases of investments		(196,087	)		(136,480	)
Proceeds from principal payments and sales of investments		7,243			33,477
Increase in investments due to PIK		(958	)		(14	)
Accretion of discounts and amortization of premiums		(609	)		(315	)
Amortization of deferred financing costs and debt issuance costs		395			122
Amortization of deferred offering costs		-			349
Net realized gain from investments		(225	)		(23	)
Net realized gain on foreign currency transactions		61			26
Net realized loss on foreign currency of debt		-			12
Net change in unrealized appreciation on investments		(2,358	)		847
Net change in unrealized appreciation on foreign currency translation		(179	)		21
Net change in unrealized appreciation on foreign currency translation on debt		956			(317	)
Net change in unrealized appreciation on forward currency exchange contracts		1,775			(202	)
Changes in operating assets and liabilities:
Collateral on forward currency exchange contracts		(397	)		(267	)
Interest receivable on investments		(1,998	)		593
Dividend Receivable		(75	)		-
Prepaid insurance		99			113
Prepaid financing costs		18			-
Other receivables		786			-
Due to affiliate		-			(3,881	)
Interest expense payable		722			704
Incentive fee payable		137			733
Accrued expenses and other liabilities		(349	)		275
Base management fee payable		271			522
Net Cash (Used in) Provided by Operating Activities		(180,298	)		(99,872	)
Cash Flows From Financing Activities
Borrowings on debt		178,665			89,650
Repayments of debt		(70,500	)		(25,113	)
Payments of financing costs		(375	)		(176	)
Payments of offering costs		-			(71	)
Repurchase of Common Shares		(1,537	)		-
Proceeds from issuance of Common Shares		97,901			26,145
Shareholder distributions paid		(9,911	)		(2,848	)
Net Cash Provided by (Used in) Financing Activities		194,243			87,587
Net Increase (Decrease) in Cash, Foreign Cash, Restricted Cash and Cash Equivalents		13,945			(12,285	)
Effect of foreign currency exchange rates		118			(47	)
Cash, Foreign Cash, Restricted Cash and Cash Equivalents, Beginning of Period		16,389			19,294
Cash, Foreign Cash, Restricted Cash and Cash Equivalents, End of Period	$	30,452		$	6,962

See Notes to Consolidated Financial Statements

7

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share and per share data)

(Unaudited)

	For the Three Months Ended March 31,
	2025		2024
Supplemental Disclosure of Cash Flow Information and Non-Cash Activities:
Cash interest paid during the period	$	6,288	$	1,695
Cash paid for excise taxes during the period		155		-
Reinvestment of dividends during the period		1,999		359
Cash	$	21,290	$	6,408
Restricted cash		50		50
Foreign cash		9,112		504
Total cash, foreign cash, restricted cash and cash equivalents shown in the consolidated statements of cash flows	$	30,452	$	6,962

See Notes to Consolidated Financial Statements

8

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value			% of NAV (3)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
ATS (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.75%		10.07	%	7/12/2029	$	889		889			889
ATS (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%		10.05	%	7/12/2029	$	11,964		11,835			11,964
BTX Precision (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		9.32	%	7/25/2030	$	7,637		7,587			7,637
BTX Precision (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			7/25/2030	$	—		(18	)		—
BTX Precision (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.32	%	7/25/2030	$	3,687		3,658			3,687
BTX Precision (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/25/2030	$	—		(20	)		—
BTX Precision (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.31	%	7/25/2030	$	2,030		2,013			2,030
BTX Precision (10)(12)(17)	Equity Interest	—	—	—			—		1		1,201			1,525
Novaria (21)	First Lien Senior Secured Loan	SOFR	3.50%		7.82	%	6/6/2031	$	2,993		2,996			2,996
Saturn Purchaser Corp. (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	4.85%		9.17	%	7/22/2030	$	8,129		8,005			8,129
Saturn Purchaser Corp. (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			7/22/2030	$	—		(6	)		—
Solairus (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			7/22/2030	$	—		(10	)		—
Aerospace & Defense Total										$	38,130		$	38,857			8.5	%
Automotive
Caliber (21)	First Lien Senior Secured Loan	SOFR	2.50%		6.82	%	1/30/2031	$	4,940		4,940			4,874
Chilton (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/5/2031	$	—		(25	)		(26	)
Chilton (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%		9.80	%	2/5/2031	$	578		550			549
Chilton (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%		9.80	%	2/5/2031	$	1,034		1,026			1,026
Intoxalock (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.10%		9.42	%	11/1/2028	$	9,775		9,704			9,775
JHCC Holdings, LLC (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%		9.55	%	9/9/2027	$	9,479		9,462			9,479
Automotive Total										$	25,657		$	25,677			5.6	%

See Notes to Consolidated Financial Statements

9

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value			% of NAV (3)
Non-Controlled/Non-Affiliate Investments
Beverage, Food & Tobacco
AgroFresh Solutions (17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	6.35%		10.67	%	3/31/2028	$	1,966		1,940			1,966
AgroFresh Solutions (13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.35%		10.67	%	3/31/2029	$	11,098		10,941			11,098
BCPC Project Aberdeen, LLC. (10)(12)(17)	Equity Interest	—	—	—			—		803		803			854
Hellers (6)(15)(17)	Subordinated Debt	—	15.00% PIK		15.00	%	3/27/2031	NZ$	86		53			47
Hellers (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			9/27/2030	NZ$	—		(3	)		(3	)
Hellers (6)(15)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	BBSY	3.56% (2.19% PIK)		9.93	%	9/27/2030	AUD	324		225			196
Hellers (6)(15)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	BKBM	3.56% (2.19% PIK)		9.41	%	9/27/2030	NZ$	721		435			397
Spindrift (15)(17)	Subordinated Debt	—	13.75% PIK		13.75	%	2/19/2033	$	1,421		1,380			1,379
Spindrift (10)(12)(17)	Equity Interest	—	—	—			—		1		500			501
Beverage, Food & Tobacco Total										$	16,274		$	16,435			3.6	%
Capital Equipment
Alliance Laundry (21)	First Lien Senior Secured Loan	SOFR	2.75%		7.07	%	8/19/2031	$	3,000		3,004			2,993
DiversiTech (14)	First Lien Senior Secured Loan	SOFR	3.76%		8.06	%	12/22/2028	$	1,975		1,969			1,979
Ergotron Acquisition LLC (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%		9.58	%	7/6/2028	$	8,439		8,319			8,439
Goodfellow (6)(13)(17)(18)	First Lien Senior Secured Loan	SONIA	5.25%		10.55	%	2/6/2032	£	175		214			223
Goodfellow (6)(13)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	5.25%		7.78	%	2/10/2032	€	901		933			974
Goodfellow (6)(13)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	5.25%		7.78	%	2/10/2032	€	279		288			302
Goodfellow (6)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%		9.55	%	2/10/2032	$	364		361			360
Goodfellow (6)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SONIA	5.25%		9.71	%	2/10/2032	£	265		341			340
Goodfellow (5)(6)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			2/10/2032	£	—		—			—
PPT Group (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/28/2031	£	—		(2	)		(2	)
PPT Group (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			2/28/2031	£	—		(2	)		(3	)
PPT Group (6)(8)(17)(21)	First Lien Senior Secured Loan	SONIA	5.50%		9.96	%	2/28/2031	£	936		1,169			1,199
PPT Group (6)(10)(12)(17)	Equity Interest	—	—	—			—		57		57			57
Capital Equipment Total										$	16,651		$	16,861			3.7	%
Chemicals, Plastics & Rubber
Delrin (14)	First Lien Senior Secured Loan	SOFR	3.00%		7.31	%	11/1/2030	$	1,995		2,000			1,984
Duraco (5)(16)(17)	First Lien Senior Secured Loan - Revolver	SOFR	6.50%		10.80	%	6/6/2029	$	64		53			45
Duraco (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.50%		10.80	%	6/6/2029	$	6,228		6,149			6,041
INEOS Quattro (6)(21)	First Lien Senior Secured Loan	SOFR	3.85%		8.17	%	3/14/2030	$	3,970		3,956			3,742
Prince/Ferro (14)	First Lien Senior Secured Loan	SOFR	4.40%		8.69	%	4/23/2029	$	3,970		3,883			3,511
Solenis (14)	First Lien Senior Secured Loan	SOFR	3.00%		7.30	%	6/20/2031	$	3,990		3,970			3,934
V Global Holdings LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.90%		10.20	%	12/22/2027	$	11,676		11,578			11,326
Chemicals, Plastics & Rubber Total										$	31,589		$	30,583			6.7	%
Construction & Building
Chase Industries, Inc. (15)(17)(18)	First Lien Senior Secured Loan	SOFR	5.65% (1.50% PIK)		11.45	%	11/11/2027	$	8,485		8,035			8,166
Chase Industries, Inc. (5)(15)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.65% (1.50% PIK)		11.45	%	11/11/2027	$	850		799			818
Chase Industries, Inc. (5)(15)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.65% (1.50% PIK)		11.45	%	11/11/2027	$	521		491			490
Quikrete Holdings (21)	First Lien Senior Secured Loan	SOFR	2.25%		6.57	%	1/30/2032	$	2,000		1,995			1,980
Zeus Fire & Security (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		9.32	%	12/11/2030	$	82		82			51
Zeus Fire & Security (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			12/11/2030	$	—		(9	)		(9	)
Zeus Fire & Security (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.29	%	12/11/2030	$	10,461		10,387			10,384
Construction & Building Total										$	21,780		$	21,880			4.8	%

See Notes to Consolidated Financial Statements

10

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value			% of NAV (3)
Non-Controlled/Non-Affiliate Investments
Consumer Goods: Durable
Harbor Freight (21)	First Lien Senior Secured Loan	SOFR	2.50%		6.82	%	6/11/2031	$	3,000		2,936			2,930
New Milani Group LLC (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%		9.93	%	6/6/2026	$	8,347		8,347			8,347
New Milani Group LLC (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			6/6/2026	$	—		—			—
Consumer Goods: Durable Total										$	11,283		$	11,277			2.5	%
Consumer Goods: Non-Durable
Evriholder (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.90%		11.20	%	1/24/2028	$	4,057		4,028			4,037
Hempz (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			10/25/2029	$	—		(19	)		(18	)
Hempz (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%		9.55	%	10/25/2029	$	11,356		11,265			11,270
PurposeBuilt Brands (f.k.a. Weiman) (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		9.30	%	3/26/2027	$	8,481		8,445			8,481
RoC Skincare (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			2/21/2030	$	—		(47	)		—
RoC Skincare (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%		10.08	%	2/21/2031	$	10,890		10,753			10,890
WU Holdco, Inc. (5)(17)(21)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		9.30	%	3/26/2027	$	662		662			662
Consumer Goods: Non-Durable Total										$	35,087		$	35,322			7.7	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	6.26%		10.55	%	12/29/2027	$	11,907		11,578			11,907
ASP-r-pac Acquisition Co LLC (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.11%		10.44	%	12/29/2027	$	181		163			181
Five Star (14)	First Lien Senior Secured Loan	SOFR	4.25%		8.54	%	5/5/2029	$	1,995		1,970			1,961
Novolex (14)	First Lien Senior Secured Loan	SOFR	3.18%		7.50	%	4/13/2029	$	4,000		3,990			3,987
Technimark (14)	First Lien Senior Secured Loan	SOFR	3.25%		7.57	%	4/14/2031	$	2,992		2,985			2,981
Containers, Packaging & Glass Total										$	20,686		$	21,017			4.6	%
Environmental Industries
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	6.25%		10.71	%	7/12/2029	£	2,324		2,928			2,999
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.00%		8.36	%	7/12/2029	€	937		1,020			1,013
Reconomy (5)(6)(13)(17)(21)(29)	First Lien Senior Secured Loan - Revolver	SOFR	6.25%		10.55	%	7/12/2029	£	2,499		2,645			2,681
Reconomy (5)(6)(13)(17)(21)(30)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	6.00%		8.36	%	7/12/2029	£	2,499		3,108			3,117
Environmental Industries Total										$	9,701		$	9,810			2.1	%
FIRE: Finance
Allworth Financial Group, L.P. (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		9.32	%	12/23/2027	$	380		364			380
Allworth Financial Group, L.P. (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			12/23/2027	$	—		(2	)		—
Cetera (21)	First Lien Senior Secured Loan	SOFR	3.50%		7.82	%	8/9/2030	$	3,990		3,980			3,962
Choreo (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/18/2028	$	—		—			—
Choreo (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.32	%	2/18/2028	$	1,238		1,238			1,238
DRW (21)	First Lien Senior Secured Loan	SOFR	3.50%		7.79	%	6/26/2031	$	5,000		5,007			4,990
Hudson River Trading (21)	First Lien Senior Secured Loan	SOFR	3.00%		7.32	%	3/18/2030	$	6,952		6,945			6,950
Jane Street (21)	First Lien Senior Secured Loan	SOFR	2.00%		6.31	%	12/15/2031	$	4,987		4,931			4,934
Kestra (21)	First Lien Senior Secured Loan	SOFR	3.00%		7.29	%	3/21/2031	$	2,993		2,985			2,969
Lagerbox (6)(17)(18)	First Lien Senior Secured Loan	EURIBOR	3.50%		6.22	%	12/20/2028	€	750		779			811
Osaic (aka Advisor Group) (21)	First Lien Senior Secured Loan	SOFR	3.50%		7.82	%	8/17/2028	$	2,992		2,996			2,974
PMA (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			1/31/2031	$	—		(17	)		(18	)
PMA (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%		9.55	%	1/31/2031	$	10,880		10,728			10,717
Sikich (10)(15)(17)	Preferred Equity	—	13.00% PIK		13.00	%	—		33		3,304			3,307
Sikich (10)(12)(17)	Warrants	—	—	—			—		2		—			140
Sikich (10)(12)(17)	Warrants	—	—	—			—		5		—			488
Wealth Enhancement Group (WEG) (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		9.30	%	10/2/2028	$	4,417		4,391			4,417
Wealth Enhancement Group (WEG) (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			10/2/2028	$	—		(3	)		—
FIRE: Finance Total										$	47,626		$	48,259			10.5	%

See Notes to Consolidated Financial Statements

11

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value			% of NAV (3)
Non-Controlled/Non-Affiliate Investments
FIRE: Insurance
Asurion, LLC (21)	First Lien Senior Secured Loan	SOFR	4.10%		8.42	%	8/19/2028	$	3,970		3,952			3,936
IMA Financial Group (14)	First Lien Senior Secured Loan	SOFR	3.00%		7.32	%	11/1/2028	$	2,992		2,992			2,980
PCF (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		9.82	%	11/1/2028	$	4,649		4,649			4,649
Simplicity (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		9.19	%	12/31/2031	$	810		786			759
Simplicity (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			12/31/2031	$	—		(24	)		(25	)
Simplicity (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.00%		9.28	%	12/31/2031	$	15,683		15,532			15,526
Acrisure, LLC (13)(21)	First Lien Senior Secured Loan	SOFR	3.00%		7.32	%	11/6/2030	$	4,954		4,930			4,931
Broadstreet Partners, Inc. (21)	First Lien Senior Secured Loan	SOFR	3.00%		7.32	%	6/13/2031	$	2,992		2,985			2,970
FIRE: Insurance Total										$	35,802		$	35,726			7.8	%
Forest Products & Paper
Multi-Color Corp (13)(14)	First Lien Senior Secured Loan	SOFR	5.10%		9.42	%	10/29/2028	$	1,974		1,903			1,647
Forest Products & Paper Total										$	1,903		$	1,647			0.4	%
Healthcare & Pharmaceuticals
AEG Vision (8)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%		10.20	%	3/27/2027	$	2,489		2,466			2,489
AEG Vision (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%		10.20	%	3/27/2027	$	2,496		2,476			2,496
AEG Vision (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.90%		10.20	%	3/27/2027	$	9,900		9,821			9,900
AEG Vision (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%		10.20	%	3/27/2027	$	1,129		1,066			1,129
AOM Infusion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/19/2032	$	—		(19	)		(19	)
AOM Infusion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			3/19/2032	$	—		(27	)		(27	)
AOM Infusion (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.00%		9.30	%	3/19/2032	$	15,750		15,593			15,592
Apollo Intelligence (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.75%		10.07	%	5/31/2028	$	13,476		13,408			13,409
Beacon Specialized Living (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		9.80	%	3/25/2028	$	1,137		1,088			1,137
Beacon Specialized Living (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%		9.80	%	3/25/2028	$	4,294		4,259			4,294
Beacon Specialized Living (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			3/25/2028	$	—		—			—
Caregiver (15)(17)	Subordinated Debt	—	16.50% PIK		16.50	%	1/1/2030	$	5,116		5,055			5,052
EHE Health (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%		9.80	%	8/7/2030	$	13,361		13,240			13,361
EHE Health (10)(12)(17)	Equity Interest	—	—	—			—		1,127		1,127			1,315
EHE Health (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			8/7/2030	$	—		—			—
Masco (6)(15)(17)(21)	Subordinated Debt	EURIBOR	10.00% PIK		13.25	%	10/4/2032	€	5,000		5,348			5,271
Nafinco (5)(6)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	5.25%		7.76	%	8/29/2031	€	264		276			279
Nafinco (6)(17)(21)	First Lien Senior Secured Loan	EURIBOR	5.25%		7.97	%	8/29/2031	€	1,464		1,587			1,559
Nafinco (5)(6)(17)(21)	First Lien Senior Secured Loan - Revolver	EURIBOR	5.25%		7.87	%	5/30/2031	€	39		40			40
Odyssey Behavioral Health (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			11/21/2030	$	—		(40	)		(17	)
Odyssey Behavioral Health (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%		9.58	%	5/21/2031	$	10,594		10,470			10,541
Odyssey Behavioral Health (10)(12)(17)	Equity Interest	—	—	—			—		7		698			746
Pharmacy Partners (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			2/28/2029	$	—		(21	)		—
Pharmacy Partners (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.50%		10.81	%	2/28/2029	$	9,742		9,646			9,742
Red Nucleus (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			10/17/2031	$	—		(25	)		(32	)
Red Nucleus (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		9.55	%	10/17/2031	$	526		494			505
Red Nucleus (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%		9.55	%	10/17/2031	$	6,579		6,502			6,530
RedMed Operations (Collage Rehabilitation) (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/28/2031	$	—		(9	)		(9	)
RedMed Operations (Collage Rehabilitation) (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		9.31	%	2/28/2031	$	1,318		1,304			1,303
RedMed Operations (Collage Rehabilitation) (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.31	%	2/28/2031	$	20,522		20,421			20,419
Soliant (21)	First Lien Senior Secured Loan	SOFR	3.75%		8.00	%	7/18/2031	$	1,995		2,005			1,965
WellSky (21)	First Lien Senior Secured Loan	SOFR	3.11%		7.44	%	3/10/2028	$	1,995		1,995			1,991
Healthcare & Pharmaceuticals Total										$	130,244		$	130,961			28.5	%

See Notes to Consolidated Financial Statements

12

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value			% of NAV (3)
Non-Controlled/Non-Affiliate Investments
High Tech Industries
Access (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	5.25%		9.71	%	6/28/2029	£	6,481		8,074			8,366
Appriss (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/10/2031	$	—		(24	)		(24	)
Appriss (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%		9.29	%	3/10/2031	$	677		630			629
Appriss (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.29	%	3/10/2031	$	21,383		21,224			21,223
Govineer Solutions (fka Black Mountain) (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			10/7/2030	$	—		(38	)		(45	)
Govineer Solutions (fka Black Mountain) (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			10/7/2030	$	—		(25	)		(30	)
Govineer Solutions (fka Black Mountain) (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.30	%	10/7/2030	$	15,772		15,663			15,654
Chartbeat (15)(17)	Subordinated Debt	—	16.00% PIK		16.00	%	10/4/2030	$	17,512		17,240			17,250
Chartbeat (10)(12)(17)	Warrants	—	—	—			—		2		—			—
Gainwell Technologies (13)(19)	First Lien Senior Secured Loan	SOFR	4.10%		8.40	%	10/1/2027	$	2,738		2,695			2,575
Genesys Telecommunications Laboratories Inc (21)	First Lien Senior Secured Loan	SOFR	2.50%		6.82	%	1/23/2032	$	3,000		2,981			2,972
LogRhythm (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			7/2/2029	$	—		(12	)		(14	)
LogRhythm (8)(17)(18)	First Lien Senior Secured Loan	SOFR	7.50%		11.81	%	7/2/2029	$	4,546		4,429			4,409
PayRange (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			10/31/2030	$	—		(8	)		(6	)
PayRange (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%		9.57	%	10/31/2030	$	2,108		2,089			2,093
PayRange (10)(12)(17)	Equity Interest	—	—	—			—		1,176		1,176			1,225
PlentyMarkets (4)(5)(6)(9)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/13/2032	€	—		(13	)		(13	)
PlentyMarkets (5)(6)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			9/13/2031	€	—		—			—
Proofpoint, Inc. (14)	First Lien Senior Secured Loan	SOFR	3.00%		7.32	%	8/31/2028	$	5,965		5,968			5,953
RetailNext (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			12/5/2030	$	—		(16	)		(17	)
RetailNext (17)(18)	First Lien Senior Secured Loan	SOFR	7.00%		11.31	%	12/5/2030	$	7,975		7,900			7,895
SensorTower (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			3/15/2029	$	—		(6	)		—
SensorTower (8)(13)(17)(22)	First Lien Senior Secured Loan	SOFR	7.50%		11.80	%	3/15/2029	$	7,107		7,023			7,107
SensorTower (10)(12)(17)	Equity Interest	—	—	—			—		63		974			3,099
Utimaco (6)(8)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.25%		8.94	%	5/14/2029	€	7,627		8,308			8,185
Utimaco (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.25%		10.68	%	5/14/2029	$	5,373		5,332			5,333
Utimaco (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.25%		10.68	%	5/14/2029	$	2,000		1,985			1,985
High Tech Industries Total										$	113,549		$	115,804			25.2	%
Hotel, Gaming & Leisure
Awayday (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%		9.55	%	9/6/2031	$	9,380		9,380			9,380
Awayday (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		9.55	%	9/6/2030	$	1,775		1,737			1,775
Awayday (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%		9.55	%	9/6/2031	$	16,329		16,179			16,329
Awayday (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%		9.55	%	9/6/2031	$	3,800		3,786			3,800
City BBQ (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			9/4/2030	$	—		(20	)		—
City BBQ (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.35%		9.66	%	9/4/2030	$	7,563		7,503			7,563
City BBQ (10)(12)(17)	Preferred Equity	—	—	—			—		3		734			777
City BBQ (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			9/4/2030	$	—		—			—
Concert Golf Partners Holdco LLC (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			4/1/2031	$	—		(49	)		—
Concert Golf Partners Holdco LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	4.75%		9.06	%	3/31/2031	$	8,740		8,604			8,740
Concert Golf Partners Holdco LLC (13)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.50%		8.88	%	3/31/2031	$	995		980			995
Le Berger SA (6)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	3.75%		6.11	%	2/21/2028	€	500		522			539
Pollo Tropical (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			10/23/2029	$	—		(8	)		(9	)
Pollo Tropical (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%		9.54	%	10/23/2029	$	7,120		7,039			7,031
Pyramid Global Hospitality (13)(17)(25)	First Lien Senior Secured Loan	SOFR	5.25%		9.54	%	1/19/2028	$	9,800		9,601			9,800
Scientific Games Lottery (14)	First Lien Senior Secured Loan	SOFR	3.00%		7.28	%	4/4/2029	$	4,987		4,985			4,965
Hotel, Gaming & Leisure Total										$	70,973		$	71,685			15.6	%

See Notes to Consolidated Financial Statements

13

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value			% of NAV (3)
Non-Controlled/Non-Affiliate Investments
Media: Advertising, Printing & Publishing
Facts Global Energy (6)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%		9.56	%	12/20/2031	$	883		878			874
Facts Global Energy (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/20/2031	$	—		(3	)		(6	)
Facts Global Energy (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			6/20/2031	$	—		(1	)		(1	)
Facts Global Energy (6)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%		9.54	%	12/20/2031	$	635		620			629
OGH Bidco Limited (6)(8)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	6.25%		10.71	%	6/29/2029	£	8,100		10,209			9,906
OGH Bidco Limited (5)(6)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.25%		10.71	%	6/29/2029	£	1,134		1,409			1,250
OGH Bidco Limited (6)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%		10.58	%	9/2/2029	£	3,750		4,370			4,146
Media: Advertising, Printing & Publishing Total										$	17,482		$	16,798			3.7	%
Media: Diversified & Production
Internet Brands (14)	First Lien Senior Secured Loan	SOFR	4.25%		8.57	%	5/3/2028	$	1,768		1,746			1,684
Internet Brands (14)	First Lien Senior Secured Loan	SOFR	4.25%		8.57	%	12/31/2031	$	1,197		1,175			1,103
Media: Diversified & Production Total										$	2,921		$	2,787			0.6	%
Retail
Galeria (6)(15)(17)	First Lien Senior Secured Loan - Delayed Draw	—	15.00% PIK		15.00	%	4/9/2029	€	3,969		4,263			4,291
Galeria (6)(10)(12)(17)	Equity Interest	—	—	—			—		43		10			10
Retail Total										$	4,273		$	4,301			0.9	%
Services: Business
Access CIG (14)	First Lien Senior Secured Loan	SOFR	4.25%		8.54	%	8/18/2028	$	2,992		3,004			2,997
Advanced Aircrew (4)(5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			7/26/2030	$	—		—			(3	)
Advanced Aircrew (8)(17)(18)	First Lien Senior Secured Loan	SOFR	6.50%		10.82	%	7/26/2030	$	4,690		4,649			4,667
Advanced Aircrew (10)(12)(17)	Preferred Equity	—	—	—			—		545		545			571
Allbridge (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			6/5/2030	$	—		—			—
Allbridge (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%		10.05	%	6/5/2030	$	4,963		4,930			4,963
Allbridge (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			6/5/2030	$	—		—			—
AMI (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%		9.69	%	10/17/2031	$	384		368			367
AMI (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%		9.69	%	10/17/2031	$	10,637		10,562			10,557
Cube (6)(15)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	3.00% (4.50% PIK)		11.78	%	5/20/2031	$	8,835		8,835			8,835
Cube (5)(6)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			5/20/2031	$	—		—			—
Discovery Senior Living (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		9.81	%	3/18/2030	$	828		823			828
Discovery Senior Living (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		9.81	%	3/18/2030	$	347		330			347
Discovery Senior Living (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			3/18/2030	$	—		(7	)		—
Discovery Senior Living (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%		9.81	%	3/18/2030	$	4,950		4,901			4,950
DSN (Dealer Services Network) (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%		10.05	%	2/9/2027	$	4,988		4,949			4,988
DTIQ (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			9/30/2029	$	—		(28	)		(63	)
DTIQ (4)(5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			9/30/2029	$	—		—			(47	)
DTIQ (8)(13)(17)(23)	First Lien Senior Secured Loan	SOFR	7.50%		11.82	%	9/30/2029	$	21,171		20,837			20,853
DTIQ (10)(12)(17)	Equity Interest	—	—	—			—		3,351		—			785
Easy Ice (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.40%		9.70	%	10/30/2030	$	889		853			819
Easy Ice (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			10/30/2030	$	—		(29	)		(32	)
Easy Ice (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.40%		9.69	%	10/30/2030	$	11,648		11,485			11,473

See Notes to Consolidated Financial Statements

14

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025
(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value			% of NAV (3)
Non-Controlled/Non-Affiliate Investments
Electronic Merchant Systems (4)(5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			8/1/2030	$	—		—			(8	)
Electronic Merchant Systems (8)(17)(19)	First Lien Senior Secured Loan	SOFR	5.00%		9.32	%	8/1/2030	$	9,212		9,068			9,166
Electronic Merchant Systems (10)(12)(17)	Equity Interest	—	—	—			—		72		766			892
Enlyte (fka Mitchell International) (14)	First Lien Senior Secured Loan	SOFR	3.25%		7.57	%	6/17/2031	$	3,990		3,950			3,948
E-Tech Group (5)(17)(18)	First Lien Senior Secured Loan - Revolver	P	4.50%		12.00	%	4/9/2030	$	102		96			91
E-Tech Group (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%		9.82	%	4/9/2030	$	3,493		3,464			3,441
Fiduciaire Jean-Marc Faber (FJMF) (4)(5)(6)(8)(9)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/13/2032	€	—		(37	)		(39	)
Fiduciaire Jean-Marc Faber (FJMF) (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			2/13/2032	€	—		(7	)		(16	)
Grant Thornton (21)	First Lien Senior Secured Loan	SOFR	2.75%		7.07	%	6/2/2031	$	2,993		2,989			2,981
Orion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/19/2027	$	—		(5	)		(9	)
Orion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			3/19/2027	$	—		(1	)		(3	)
Orion (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%		9.69	%	3/19/2027	$	143		142			140
Orion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			3/19/2027	$	—		(6	)		(7	)
Orion (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%		9.56	%	3/19/2027	$	7,464		7,394			7,389
Press Ganey (21)	First Lien Senior Secured Loan	SOFR	3.25%		7.57	%	4/30/2031	$	3,990		3,990			3,973
PRGX (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			12/20/2030	$	—		(38	)		(39	)
PRGX (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%		9.80	%	12/20/2030	$	12,311		12,190			12,188
Pure Wafer (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			11/12/2030	$	—		(11	)		(23	)
Pure Wafer (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.60%		9.92	%	11/12/2030	$	462		440			439
Pure Wafer (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.60%		9.92	%	11/12/2030	$	7,837		7,764			7,759
Pure Wafer (10)(12)(17)	Equity Interest	—	—	—			—		1,439		1,439			1,439
R1 RCM Inc. (4)(5)(9)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—			11/19/2031	$	—		(1	)		(2	)
R1 RCM Inc. (21)	First Lien Senior Secured Loan	SOFR	3.25%		7.57	%	11/19/2031	$	2,800		2,783			2,770
Rydoo (6)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	6.75%		9.13	%	9/12/2031	€	778		860			833
Rydoo (6)(10)(12)(17)	Preferred Equity	—	—	—			—		100		112			114
Rydoo (6)(10)(12)(17)	Equity Interest	—	—	—			—		233		260			260
Sharp (21)	First Lien Senior Secured Loan	SOFR	3.25%		7.55	%	12/31/2028	$	3,990		3,990			3,985
SoftCo (6)(17)(18)	First Lien Senior Secured Loan	EURIBOR	6.50%		9.00	%	2/22/2031	€	3,600		3,865			3,892
SoftCo (6)(10)(12)(17)	Equity Interest	—	—	—			—		900		975			1,174
Services: Business Total										$	143,438		$	144,583			31.5	%
Services: Consumer
Master ConcessionAir (5)(17)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	8.75%		13.05	%	6/21/2029	$	183		184			174
Master ConcessionAir (5)(17)(26)	First Lien Senior Secured Loan - Revolver	SOFR	8.50%		12.80	%	6/21/2029	$	175		171			170
Master ConcessionAir (17)(26)	First Lien Senior Secured Loan	SOFR	8.75%		13.05	%	6/21/2029	$	1,734		1,703			1,700
Spotless Brands (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		9.75	%	7/25/2028	$	6,046		6,015			6,056
WhiteWater Express (15)(17)	Subordinated Debt	—	14.00% PIK		14.00	%	3/31/2031	$	15,000		14,869			14,869
Services: Consumer Total										$	22,942		$	22,969			5.0	%
Telecommunications:
Altafiber (fka Cincinnati Bell) (14)	First Lien Senior Secured Loan	SOFR	2.75%		7.07	%	11/22/2028	$	3,990		3,990			3,991
Services: Consumer Total										$	3,990		$	3,991			0.9	%
Transportation: Cargo
Gulf Winds International (13)(17)(18)	First Lien Senior Secured Loan	SOFR	7.60%		11.92	%	12/16/2028	$	9,775		9,560			9,384
RoadOne (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.25%		10.49	%	12/29/2028	$	7,820		7,647			7,820
Transportation: Cargo Total										$	17,207		$	17,204			3.7	%

See Notes to Consolidated Financial Statements

BAIN CAPITAL PRIVATE CREDIT

15

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of March 31, 2025

(In thousands)
(Unaudited)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate			Maturity Date	Principal/Shares (2)		Cost			Market Value		% of NAV (3)
Non-Controlled/Non-Affiliate Investments
Utilities: Water
Vessco Water (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.75%		9.07	%	7/24/2031	$	787		774			787
Vessco Water (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—			7/24/2031	$	—		(9	)		—
Vessco Water (8)(17)(19)	First Lien Senior Secured Loan	SOFR	4.75%		9.07	%	7/24/2031	$	7,019		6,956			7,019
Utilities: Water Total										$	7,721		$	7,806		1.7	%
Wholesale
Abracon Group Holding, LLC. (8)(12)(15)(17)(19)(27)	First Lien Senior Secured Loan	SOFR	2.00% (4.60% PIK)		10.96	%	7/6/2028	$	15,048		14,659			11,023
Blackbird Purchaser, Inc. (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.50%		9.80	%	12/19/2030	$	3,096		3,096			3,096
Blackbird Purchaser, Inc. (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%		9.80	%	12/19/2030	$	1,143		1,143			1,143
Blackbird Purchaser, Inc. (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%		9.80	%	12/19/2029	$	481		481			481
SureWerx (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%		9.55	%	12/28/2029	$	9,800		9,608			9,800
Wholesale Total										$	28,987		$	25,543		5.6	%
Non-Controlled/Non-Affiliate Investments Total										$	875,896		$	877,783		191.2	%
Non-Controlled/Affiliate Investments
FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(12)(17)	Equity Interest	—	—	—			—		—		100			130
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(17)	Preferred Equity	—	—	—			—		5		3,950			4,695
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(12)(17)	Equity Interest	—	—	—			—		—		—			—
FIRE: Finance Total										$	4,050		$	4,825		1.1	%
Non-Controlled/Affiliate Investments Total										$	4,050		$	4,825		1.1	%
Controlled Affiliate Investments
Investment Vehicles
Bain Capital Senior Loan Program II, LLC (7)(17)(21)(28)	Subordinated Note Investment Vehicles	—	10.00%		10.00	%	12/24/2036	$	12,740		12,740			12,739
Bain Capital Senior Loan Program II, LLC (7)(10)(28)	Equity Interest Investment Vehicles	—	—	—			—		2,250		3,875			3,929
Bain Capital Senior Loan Program II, LLC (7)(10)(28)	Preferred Equity Interest Investment Vehicles	—	—	—			—		10		10			41
Investment Vehicles Total										$	16,625		$	16,709		3.6	%
Controlled Affiliate Investments Total										$	16,625		$	16,709		3.6	%
Investments Total										$	896,571		$	899,317		195.9	%
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class (20)	Cash Equivalents	—	—		4.26	%	—	$	14,226		14,226			14,226
Blackrock Liquidity Funds T Fund Institutional Share Class	Cash Equivalents	—	—		4.22	%	—	$	4,172		4,172			4,172
Cash Equivalents Total										$	18,398		$	18,398		4.0	%
Investments and Cash Equivalents Total										$	914,969		$	917,715		199.9	%

Forward Foreign Currency Exchange Contracts
Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation(8)
US DOLLARS 38	POUND STERLING 0	Bank of New York Mellon	8/13/2025	$	(38	)
US DOLLARS 6,345	EURO 5,680	Bank of New York Mellon	8/13/2025		163
US DOLLARS 203	AUSTRALIAN DOLLARS 320	Bank of New York Mellon	9/17/2025		3
US DOLLARS 6,073	EURO 5,450	Bank of New York Mellon	10/8/2025		122
US DOLLARS 11,473	EURO 10,940	Bank of New York Mellon	1/9/2026		(530	)
US DOLLARS 1,390	POUND STERLING 1,080	Bank of New York Mellon	3/30/2026		(2	)
US DOLLARS 3,608	EURO 3,290	Bank of New York Mellon	3/30/2026		(16	)
US DOLLARS 449	NEW ZEALAND DOLLAR 780	Bank of New York Mellon	6/15/2026		4
US DOLLARS 1,439	EURO 1,260	Bank of New York Mellon	9/18/2026		41
US DOLLARS 1,496	EURO 1,370	Bank of New York Mellon	12/16/2026		(30	)
				$	(283	)

See Notes to Consolidated Financial Statements

16

1. The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Sterling Overnight Index Average ("SONIA"), the Bank Bill Benchmark Rate ("BKBM"), the Bank Bill Swap Bid Rate (“BBSY”), the Prime Rate (“Prime” or “P”) or Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over EURIBOR, P, SOFR, SONIA, BKBM or BBSY and the current weighted average interest rate in effect at March 31, 2025. Certain investments are subject to a EURIBOR, P, SOFR, SONIA, BKBM or BBSY interest rate floor.

2. The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, AUD represents Australian dollars and NZ$ represents New Zealand dollars

3. Percentages are based on the Company’s net assets of $459,077 as of March 31, 2025.

4. The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

5. Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

6. The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of March 31, 2025, non-qualifying assets totaled 8.3% of the Company’s total assets.

7. As defined in the 1940 Act, the portfolio company is deemed to be an “affiliated person” of the Company, as the Company owns 5% or more of the portfolio company’s outstanding voting securities.

8. Assets or a portion thereof are pledged as collateral for the JPM Revolving Credit Facility. See Note 6 "Debt".

9. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

10. Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2025, the aggregate fair value of these securities is $28,074 or 6.1% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Investment	Acquisition Date
Advanced Aircrew	7/26/2024
Bain Capital Senior Loan Program II, LLC	3/24/2025
BCPC Project Aberdeen, LLC	7/3/2024
BTX Precision	7/25/2024
Chartbeat	10/4/2024
City BBQ	9/4/2024
DTIQ	9/30/2024
EHE Health	8/7/2024
Electronic Merchant Systems	7/12/2024
Galeria	8/1/2024
Legacy Corporate Lending HoldCo, LLC	4/21/2023
Odyssey Behavioral Health	11/21/2024
PayRange	10/29/2024
PPT Group	2/28/2025
Pure Wafer	11/12/2024
Rydoo	9/26/2024
SensorTower	3/15/2024
Sikich	5/6/2024
SoftCo	3/11/2024
Spindrift	2/19/2025

11. The Company holds an interest in Legacy Corporate Lending HoldCo, LLC, an operating company based out of the United States which invests primarily in asset-backed lending (“ABL”) opportunities.

12. Non-Income producing.

13. Assets or a portion thereof are pledged as collateral for the GS Revolving Credit Facility. See Note 6 "Debt".

14. Loan includes interest rate floor of 0.50%.

15. Denotes that all or a portion of the debt investment includes PIK interest during the period.

16. Loan includes interest rate floor of 1.50%.

17. Security valued using unobservable inputs (Level 3).

18. Loan includes interest rate floor of 1.00%.

19. Loan includes interest rate floor of 0.75%.

20. Cash equivalents include $50 of restricted cash.

21. Loan includes interest rate floor of 0.00%.

22. Loan includes interest rate floor of 2.00%.

23. Loan includes interest rate floor of 3.50%.

24. Unrealized appreciation on forward currency exchange contracts.

25. Loan includes interest rate floor of 1.25%.

26. Loan includes interest rate floor of 3.00%.

27. Loan was on non-accrual status as of March 31, 2025.

28. As defined in the 1940 Act, the Company is deemed to “Control” this portfolio company as the Company either owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company.

29. GBP 606 and EUR 34 of the total par amount for this security is at SONIA + 6.25% and EUIBOR + 6%, respectively.

30. GBP 787 of the total par amount for this security is at SONIA+ 6.25%.

See Notes to Consolidated Financial Statements

17

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Non Controlled/Non Affiliate Investments
Aerospace & Defense
ATS (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%	10.05%	7/12/2029	$		16,994	$	16,801		$	16,783
ATS (4)(5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	7/12/2029	$		-		-			(28	)
BTX Precision (10)(12)(17)	Equity Interest	—	—	—	—			1		1,201			1,227
BTX Precision (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%	9.36%	7/25/2030	$		8,696		8,626			8,696
BTX Precision (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%	9.36%	7/25/2030	$		6,355		6,302			6,355
BTX Precision (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	7/25/2030	$		-		(19	)		-
Saturn Purchaser Corp. (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.35%	10.49%	7/23/2029	$		13,316		13,101			13,316
Aerospace & Defense Total										46,012			46,349			12.9	%
Automotive
Intoxalock (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.10%	9.46%	11/1/2028	$		9,800		9,724			9,800
JHCC Holdings, LLC (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%	9.58%	9/9/2027	$		8,676		8,657			8,676
Automotive Total										18,381			18,476			5.2	%
Banking, Finance, Insurance & Real Estate
Electronic Merchant Systems, LLC (10)(12)(17)	Equity Interest	—	—	—	—			72		766			780
Electronic Merchant Systems, LLC (8)(17)(19)	First Lien Senior Secured Loan	SOFR	5.00%	9.33%	8/1/2030	$		9,235		9,084			9,073
Electronic Merchant Systems, LLC (4)(5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	8/1/2030	$		-		-			(14	)
Sikich (10)(15)(17)	Preferred Equity	—	13.00% PIK	13.00%	—			32		3,198			3,198
Sikich (10)(12)(17)	Warrants	—	—	—	—			5		-			488
Sikich (10)(12)(17)	Warrants	—	—	—	—			2		-			140
Banking, Finance, Insurance & Real Estate Total										13,048			13,665			3.8	%
Beverage, Food & Tobacco
AgroFresh Solutions (13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.35%	10.71%	3/31/2029	$		11,126		10,961			11,126
AgroFresh Solutions (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	6.35%	10.71%	3/31/2028	$		1,868		1,840			1,868
BCPC Project Aberdeen, LLC. (10)(12)(17)	Equity Interest	—	—	—	—			803		803			803
Hellers (6)(15)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	BBSY	3.50% (2.25% PIK)	10.65%	9/27/2030	AUD		323		224			200
Hellers (6)(15)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	BKBM	3.94% (2.25% PIK)	10.40%	9/27/2030	NZ$		718		433			390
Hellers (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	9/27/2030	NZ$		-		(3	)		(3	)
Hellers (6)(15)(17)	Subordinated Debt	—	15.00% PIK	15.00%	3/27/2031	NZ$		83		51			45
Beverage, Food & Tobacco Total										14,309			14,429			4.0	%

See Notes to Consolidated Financial Statements

18

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Capital Equipment
DiversiTech (14)	First Lien Senior Secured Loan	SOFR	3.76%	8.09%	12/22/2028	$		1,980	$	1,974		$	1,998
Ergotron Acquisition LLC (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%	9.61%	7/6/2028	$		13,463		13,257			13,463
Capital Equipment Total										15,231			15,461			4.3	%
Chemicals, Plastics & Rubber
Duraco (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.50%	10.94%	6/6/2029	$		6,244		6,161			6,119
Duraco (5)(16)(17)	First Lien Senior Secured Loan - Revolver	SOFR	6.50%	10.83%	6/6/2029	$		127		116			115
INEOS Quattro (6)(21)	First Lien Senior Secured Loan	SOFR	3.85%	8.21%	3/14/2030	$		1,980		1,969			1,989
Prince/Ferro (14)	First Lien Senior Secured Loan	SOFR	4.25%	9.06%	4/23/2029	$		1,980		1,914			1,956
V Global Holdings LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.90%	10.42%	12/22/2027	$		11,706		11,599			11,326
Chemicals, Plastics & Rubber Total										21,759			21,505			6.0	%
Construction & Building
Zeus Fire & Security (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%	9.45%	12/11/2030	$		10,488		10,410			10,409
Zeus Fire & Security (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	12/11/2030	$		-		-			-
Zeus Fire & Security (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	12/11/2030	$		-		(9	)		(9	)
Chase Industries, Inc. (15)(17)(18)	First Lien Senior Secured Loan	SOFR	5.65% (1.50% PIK)	11.48%	5/12/2025	$		8,477		7,959			8,074
Chase Industries, Inc. (15)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.65% (1.50% PIK)	11.48%	5/12/2025	$		845		792			805
Chase Industries, Inc. (5)(15)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.65% (1.50% PIK)	11.48%	5/12/2025	$		436		401			399
Construction & Building Total										19,553			19,678			5.5	%
Consumer goods: Durable
New Milani Group LLC (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%	9.93%	6/6/2026	$		8,369		8,369			8,369
New Milani Group LLC (5)(17)(18)	First Lien Senior Secured Loan - Revolver	—	—	—	6/6/2026	$		-		-			-
Consumer goods: Durable Total										8,369			8,369			2.3	%

See Notes to Consolidated Financial Statements

19

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Consumer goods: Non-durable
Evriholder (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.90%	11.23%	1/24/2028	$		4,083	$	4,052		$	4,063
Hempz (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%	9.58%	10/25/2029	$		17,037		16,893			16,888
Hempz (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	10/25/2029	$		-		(20	)		(21	)
RoC Skincare (13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.00%	10.52%	2/21/2031	$		10,918		10,774			10,918
RoC Skincare (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	2/21/2030	$		-		(49	)		-
WU Holdco, Inc. (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%	9.33%	3/26/2027	$		5,963		5,923			5,963
WU Holdco, Inc. (5)(17)(21)	First Lien Senior Secured Loan - Revolver	SOFR	5.00%	9.33%	3/26/2027	$		369		369			369
Consumer goods: Non-durable Total										37,942			38,180			10.7	%
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (13)(17)(19)	First Lien Senior Secured Loan	SOFR	6.26%	10.85%	12/29/2027	$		10,555		10,271			10,555
ASP-r-pac Acquisition Co LLC (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	6.11%	10.47%	12/29/2027	$		43		35			42
Containers, Packaging & Glass Total										10,306			10,597			3.0	%
Environmental Industries
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.00%	8.68%	7/12/2029	€		937		1,020			971
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	6.25%	10.95%	7/12/2029	£		2,324		2,927			2,912
Reconomy (6)(13)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.00%	8.68%	7/12/2029	£		2,499		3,106			2,999
Reconomy (5)(6)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%	10.58%	7/12/2029	£		1,871		2,331			2,345
Environmental Industries Total										9,384			9,227			2.6	%
FIRE: Finance
Allworth (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	12/23/2027	$		-		(2	)		-
Allworth (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%	9.36%	12/23/2027	$		69		52			70
Choreo (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.00%	9.36%	2/18/2028	$		1,241		1,241			1,241
Choreo (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	2/18/2028	$		-		-			-
Hudson River Trading (21)	First Lien Senior Secured Loan	SOFR	3.00%	7.48%	3/18/2030	$		2,969		2,951			2,983
Lagerbox (5)(6)(17)(21)	First Lien Senior Secured Loan	—	—	—	12/20/2028	€		-		-			-
PMA (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%	9.58%	1/31/2031	$		15,880		15,650			15,642
PMA (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	1/31/2031	$		-		(17	)		(18	)
Wealth Enhancement Group (WEG) (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%	9.31%	10/2/2028	$		3,394		3,366			3,394
Wealth Enhancement Group (WEG) (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	10/2/2028	$		-		(4	)		-
FIRE: Finance Total										23,237			23,312			6.5	%

See Notes to Consolidated Financial Statements

20

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
FIRE: Insurance
Acrisure, LLC (13)(21)	First Lien Senior Secured Loan	SOFR	3.00%	7.36%	11/6/2030	$		1,966	$	1,962		$	1,972
Asurion, LLC (21)	First Lien Senior Secured Loan	SOFR	4.10%	8.46%	8/19/2028	$		1,980		1,963			1,977
PCF (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%	9.83%	11/1/2028	$		4,196		4,196			4,196
Simplicity (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.00%	9.28%	12/31/2031	$		15,683		15,526			15,526
Simplicity (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	12/31/2031	$		-		(25	)		(25	)
Simplicity (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	12/31/2031	$		-		(25	)		(25	)
FIRE: Insurance Total										23,597			23,621			6.6	%
Forest Products & Paper
Multi-Color Corp (13)(14)	First Lien Senior Secured Loan	SOFR	5.10%	9.46%	10/29/2028	$		1,980		1,903			1,919
Forest Products & Paper Total										1,903			1,919			0.5	%

See Notes to Consolidated Financial Statements

21

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Healthcare & Pharmaceuticals
AEG Vision (8)(13)(17)(21)	First Lien Senior Secured Loan	SOFR	5.90%	10.23%	3/27/2026	$		14,925	$	14,775		$	14,925
AEG Vision (8)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%	10.23%	3/27/2026	$		2,496		2,467			2,496
AEG Vision (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%	10.23%	3/27/2026	$		1,480		1,455			1,480
AEG Vision (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.90%	10.23%	3/27/2027	$		500		430			500
Apollo Intelligence (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.75%	10.27%	5/31/2028	$		13,511		13,437			13,511
Apollo Intelligence (5)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	5/31/2028	$		-		-			-
Beacon Specialized Living (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%	9.83%	3/25/2028	$		4,304		4,267			4,304
Beacon Specialized Living (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/25/2028	$		-		(51	)		-
Beacon Specialized Living (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	3/25/2028	$		-		-			-
Masco (6)(15)(17)(21)	Subordinated Debt	EURIBOR	10.00% PIK	13.25%	10/4/2032	€		5,000		5,348			5,102
Odyssey Behavioral Health (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%	9.77%	11/21/2030	$		15,621		15,429			15,426
Odyssey Behavioral Health (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	11/21/2030	$		-		(42	)		(43	)
Pharmacy Partners (13)(16)(17)	First Lien Senior Secured Loan	SOFR	6.50%	11.01%	2/28/2029	$		9,766		9,665			9,766
Pharmacy Partners (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	2/28/2029	$		-		(22	)		-
Red Nucleus (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%	9.58%	10/17/2031	$		11,579		11,439			11,434
Red Nucleus (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	10/17/2031	$		-		(26	)		(26	)
Red Nucleus (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%	9.58%	10/17/2031	$		433		400			399
Odyssey Behavioral Health (10)(12)(17)	Equity Interest	—	—	—	—			7		698			698
EHE Health (10)(12)(17)	Equity Interest	—	—	—	—			1,127		1,127			1,127
EHE Health (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%	9.83%	8/7/2030	$		18,395		18,220			18,211
EHE Health (4)(5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	8/7/2030	$		-		-			(18	)
Nafinco (6)(17)(21)	First Lien Senior Secured Loan	EURIBOR	5.25%	7.97%	8/29/2031	€		1,464		1,586			1,483
Nafinco (4)(5)(6)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	8/29/2031	€		-		-			(9	)
Nafinco (5)(6)(17)(21)	First Lien Senior Secured Loan - Revolver	EURIBOR	5.25%	8.02%	5/30/2031	€		39		40			37
Healthcare & Pharmaceuticals Total										100,642			100,803			28.1	%

See Notes to Consolidated Financial Statements

22

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
High Tech Industries
Access (6)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	5.25%	9.95%	6/28/2029	£		6,481	$	8,063		$	8,123
Gainwell Technologies (13)(19)	First Lien Senior Secured Loan	SOFR	4.20%	8.70%	10/1/2027	$		2,745		2,698			2,666
Black Mountain (8)(13)(17)(21)	First Lien Senior Secured Loan	SOFR	5.00%	9.33%	10/7/2030	$		20,772		20,622			20,616
Black Mountain (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	10/7/2030	$		-		(43	)		(45	)
Black Mountain (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	10/7/2030	$		-		(29	)		(30	)
LogRhythm, Inc. (8)(17)(18)	First Lien Senior Secured Loan	SOFR	7.50%	11.86%	7/2/2029	$		4,546		4,422			4,409
LogRhythm, Inc. (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	7/2/2029	$		-		(13	)		(14	)
Proofpoint, Inc. (14)	First Lien Senior Secured Loan	SOFR	3.00%	7.36%	8/31/2028	$		1,980		1,974			1,992
Chartbeat (10)(15)(17)	Preferred Equity	—	14.00% PIK	14.00%	—			5,171		5,071			5,068
PayRange (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%	9.61%	10/31/2030	$		2,130		2,109			2,108
PayRange (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	10/31/2030	$		-		(8	)		(8	)
PayRange (10)(12)(17)	Equity Interest	—	—	—	—			1,176		1,176			1,176
RetailNext (17)(18)	First Lien Senior Secured Loan	SOFR	7.00%	11.47%	12/5/2030	$		7,975		7,896			7,895
RetailNext (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	12/5/2030	$		-		(16	)		(17	)
SensorTower (10)(12)(17)	Equity Interest	—	—	—	—			63		974			2,342
SensorTower (8)(13)(17)(22)	First Lien Senior Secured Loan	SOFR	7.50%	11.85%	3/15/2029	$		14,143		13,965			14,143
SensorTower (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	3/15/2029	$		-		(7	)		-
Utimaco (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.51%	11.08%	5/14/2029	$		5,373		5,330			5,319
Utimaco (6)(8)(17)(21)	First Lien Senior Secured Loan	EURIBOR	6.25%	9.15%	5/14/2029	€		7,627		8,304			7,822
Utimaco (6)(17)(19)	First Lien Senior Secured Loan	SOFR	6.51%	11.08%	5/14/2029	$		2,000		1,984			1,980
High Tech Industries Total										84,472			85,545			23.9	%

See Notes to Consolidated Financial Statements

23

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Hotel, Gaming & Leisure
City BBQ (10)(12)(17)	Preferred Equity	—	—	—	—			3	$	734		$	758
City BBQ (8)(17)(18)	First Lien Senior Secured Loan	SOFR	5.45%	9.87%	9/4/2030	$		12,563		12,459			12,563
City BBQ (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	9/4/2030	$		-		-			-
City BBQ (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	9/4/2030	$		-		(21	)		-
Concert Golf Partners Holdco (13)(17)(19)	First Lien Senior Secured Loan	SOFR	4.75%	9.13%	4/1/2030	$		8,763		8,618			8,763
Concert Golf Partners Holdco LLC (13)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.75%	9.13%	4/1/2030	$		995		979			995
Pollo Tropical (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%	9.88%	10/23/2029	$		7,138		7,052			7,049
Pollo Tropical (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	10/23/2029	$		-		(8	)		(9	)
Pyramid Global Hospitality (13)(17)(25)	First Lien Senior Secured Loan	SOFR	5.25%	9.88%	1/19/2028	$		9,825		9,608			9,825
Awayday (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%	9.58%	9/6/2031	$		21,370		21,166			21,263
Awayday (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.25%	9.58%	9/6/2031	$		7,625		7,624			7,577
Awayday (5)(17)(18)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%	9.58%	9/6/2030	$		1,253		1,214			1,232
Hotel, Gaming & Leisure Total										69,425			70,016			19.5	%
Media: Diversified & Production
Internet Brands (14)	First Lien Senior Secured Loan	SOFR	4.25%	8.82%	5/3/2028	$		1,777		1,751			1,780
Internet Brands (14)	First Lien Senior Secured Loan	SOFR	4.25%	8.61%	12/31/2031	$		1,200		1,177			1,191
Media: Diversified & Production Total										2,928			2,971			0.8	%
Media: Advertising, Printing & Publishing
Facts Global Energy (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	12/20/2031	$		-		(6	)		(6	)
Facts Global Energy (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	12/20/2031	$		-		(4	)		(4	)
Facts Global Energy (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	12/20/2031	$		-		(3	)		(3	)
Facts Global Energy (4)(5)(6)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	6/20/2031	$		-		(1	)		(1	)
OGH Bidco Limited (6)(8)(13)(17)(21)	First Lien Senior Secured Loan	SONIA	6.50%	11.70%	6/29/2029	£		8,100		10,203			9,619
OGH Bidco Limited (6)(13)(17)(21)	First Lien Senior Secured Loan	SOFR	6.25%	10.74%	9/2/2029	£		3,750		4,368			4,157
OGH Bidco Limited (5)(6)(13)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	SONIA	6.50%	11.70%	6/29/2029	£		1,134		1,407			1,214
Media: Advertising, Printing & Publishing Total										15,964			14,976			4.2	%
Retail
Galeria (6)(10)(12)(17)	Equity Interest	—	—	—	—			43		10			9
Galeria (6)(15)(17)	First Lien Senior Secured Loan - Delayed Draw	—	15.00% PIK	15.00%	4/9/2029	€		3,833		4,112			3,971
PETCO (6)(13)(19)	First Lien Senior Secured Loan	SOFR	3.51%	7.84%	3/3/2028	$		2,000		1,906			1,947
Retail Total										6,028			5,927			1.7	%

See Notes to Consolidated Financial Statements

24

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Services: Business
Advanced Aircrew (8)(17)(18)	First Lien Senior Secured Loan	SOFR	6.50%	10.86%	7/26/2030	$		4,702	$	4,658		$	4,679
Advanced Aircrew (4)(5)(17)(18)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	7/26/2030	$		-		-			(3	)
Advanced Aircrew (10)(12)(17)	Preferred Equity	—	—	—	—			545		545			562
Allbridge, LLC (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%	10.08%	6/5/2030	$		4,975		4,941			4,975
Allbridge, LLC (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	6/5/2030	$		-		-			-
Allbridge, LLC (5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	6/5/2030	$		-		-			-
AMI (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%	9.69%	10/17/2031	$		15,637		15,523			15,520
AMI (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.25%	9.69%	10/17/2031	$		555		538			538
Cube (17)(21)	First Lien Senior Secured Loan - Delayed Draw	SOFR	6.25%	10.59%	5/20/2031	$		8,650		8,650			8,650
Cube (5)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	5/20/2031	$		-		-			-
Cube (5)(17)(21)	First Lien Senior Secured Loan	—	—	—	2/20/2025	$		-		-			-
Dealer Services Network, LLC (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.75%	10.34%	2/9/2027	$		5,000		4,957			4,975
Discovery Senior Living (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%	9.88%	3/18/2030	$		4,963		4,911			4,963
Discovery Senior Living (17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%	9.88%	3/18/2030	$		830		825			830
Discovery Senior Living (5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/18/2030	$		-		(18	)		-
Discovery Senior Living (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	3/18/2030	$		-		(7	)		-
DTIQ (8)(13)(17)(23)	First Lien Senior Secured Loan	SOFR	7.50%	11.86%	9/30/2029	$		21,224		20,871			20,852
DTIQ (4)(5)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	9/30/2029	$		-		-			(55	)
DTIQ (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	9/30/2029	$		-		(30	)		(73	)
Easy Ice, LLC (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.40%	9.99%	10/30/2030	$		16,677		16,434			16,427
Easy Ice, LLC (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	10/30/2030	$		-		(31	)		(32	)
Easy Ice, LLC (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	10/30/2030	$		-		(31	)		(32	)
E-Tech Group (13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.50%	9.86%	4/9/2030	$		3,502		3,471			3,467
E-Tech Group (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	4/9/2030	$		-		(6	)		(7	)
Orion (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.25%	9.77%	3/19/2027	$		7,482		7,404			7,398
Orion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/19/2027	$		-		(2	)		(2	)
Orion (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.00%	9.69%	3/19/2027	$		91		89			89
Orion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	3/19/2027	$		-		(5	)		(5	)
Orion (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	3/19/2027	$		-		(7	)		(8	)
Pure Wafer (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	5.60%	10.05%	11/12/2030	$		7,857		7,780			7,778

See Notes to Consolidated Financial Statements

25

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost			Market Value			% of NAV (3)
Services: Business
Pure Wafer (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Delayed Draw	—	—	—	11/12/2030	$		-	$	(11	)	$	(12	)
Pure Wafer (4)(5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	11/12/2030	$		-		(23	)		(23	)
Pure Wafer (10)(12)(17)	Equity Interest	—	—	—	—			1,439		1,439			1,439
Rydoo (6)(10)(12)(17)	Equity Interest	—	—	—	—			233		260			238
Rydoo (6)(10)(12)(17)	Preferred Equity	—	—	—	—			100		112			107
Rydoo (6)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	EURIBOR	6.75%	9.95%	9/12/2031	€		778		860			798
SoftCo (6)(10)(12)(17)	Equity Interest	—	—	—	—			900		975			1,045
SoftCo (6)(17)(18)	First Lien Senior Secured Loan	EURIBOR	7.00%	9.91%	2/22/2031	€		3,600		3,864			3,729
DTIQ (10)(12)(17)	Equity Interest	—	—	—	—			3,351		-			-
Services: Business Total										108,936			108,807			30.4	%
Services: Consumer
Master ConcessionAir (17)(26)	First Lien Senior Secured Loan	SOFR	8.50%	12.84%	6/21/2029	$		1,821		1,786			1,784
Master ConcessionAir (5)(17)(26)	First Lien Senior Secured Loan - Delayed Draw	SOFR	8.50%	12.94%	6/21/2029	$		36		36			36
Master ConcessionAir (17)(26)	First Lien Senior Secured Loan - Revolver	SOFR	8.50%	13.16%	6/21/2029	$		223		219			219
Spotless Brands (5)(17)(18)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%	9.78%	7/25/2028	$		5,298		5,253			5,297
Services: Consumer Total										7,294			7,336			2.0	%
Transportation: Cargo
Gulf Winds International (13)(17)(18)	First Lien Senior Secured Loan	SOFR	7.60%	11.96%	12/16/2028	$		9,800		9,570			9,482
RoadOne (8)(13)(17)(18)	First Lien Senior Secured Loan	SOFR	6.25%	10.84%	12/29/2028	$		7,840		7,655			7,840
Transportation: Cargo Total										17,225			17,322			4.8	%
Utilities: Water
Vessco Water (8)(17)(19)	First Lien Senior Secured Loan	SOFR	4.75%	9.11%	7/24/2031	$		7,019		6,953			7,019
Vessco Water (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	4.75%	9.03%	7/24/2031	$		787		773			787
Vessco Water (5)(9)(17)(21)	First Lien Senior Secured Loan - Revolver	—	—	—	7/24/2031	$		-		(9	)		-
Utilities: Water Total										7,717			7,806			2.2	%
Wholesale
Abracon Group Holding, LLC. (8)(15)(17)(19)	First Lien Senior Secured Loan	SOFR	2.05% (4.60% PIK)	11.30%	7/6/2028	$		14,874		14,648			11,898
Blackbird Purchaser, Inc. (13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.50%	9.83%	12/19/2030	$		3,104		3,104			3,104
Blackbird Purchaser, Inc. (5)(17)(19)	First Lien Senior Secured Loan - Delayed Draw	SOFR	5.50%	9.83%	12/19/2030	$		730		730			730
Blackbird Purchaser, Inc. (5)(17)(19)	First Lien Senior Secured Loan - Revolver	SOFR	5.50%	9.83%	12/19/2029	$		344		344			344
SureWerx (8)(13)(17)(19)	First Lien Senior Secured Loan	SOFR	5.25%	9.58%	12/28/2029	$		9,825		9,623			9,825
Wholesale Total										28,449			25,901			7.2	%
Non Controlled/Non Affiliate Investments Total										712,111			712,198			198.7	%

See Notes to Consolidated Financial Statements

26

BAIN CAPITAL PRIVATE CREDIT

CONSOLIDATED SCHEDULE OF INVESTMENTS
As of December 31, 2024
(In thousands)

Portfolio Company	Investment Type	Index (1)	Spread (1)	Interest Rate	Maturity Date		Principal/ Share (2)		Cost		Market Value		% of NAV (3)
Non-Controlled/Affiliate Investments
FIRE: Finance
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(12)(17)	Preferred Equity	—	—	—	—			5	$	4,700	$	5,001
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(12)(17)	Equity Interest	—	—	—	—			-		100		100
Legacy Corporate Lending HoldCo, LLC (7)(10)(11)(12)(17)	Equity Interest	—	—	—	—			-		-		-
FIRE: Finance Total										4,800		5,101		1.4	%
Non-Controlled/Affiliate Investments Total										4,800		5,101		1.4	%
Investments Total									$	716,911	$	717,299		200.1	%
Cash Equivalents
Blackrock Liquidity Funds T Fund Institutional Share Class	Cash Equivalents	—	—	4.34%	—	$		2,067		2,067		2,067
Goldman Sachs Financial Square Government Fund Institutional Share Class (20)	Cash Equivalents	—	—	4.40%	—	$		5,854		5,854		5,854
Cash Equivalents Total										7,921		7,921		2.2	%
Investments and Cash Equivalents Total										724,832		725,220		202.3	%

Forward Foreign Currency Exchange Contracts
Currency Purchased	Currency Sold	Counterparty	Settlement Date	Unrealized Appreciation (24)
USD 202	AUD 320	Bank of New York	9/17/2025	$	5
USD 444	NZD 770	Bank of New York	3/17/2025		12
USD 10,885	EUR 9,880	Bank of New York	1/21/2025		640
USD 6,345	EUR 5,680	Bank of New York	8/13/2025		390
USD 1,439	EUR 1,260	Bank of New York	9/18/2026		87
USD 6,073	EUR 5,450	Bank of New York	10/8/2025		340
USD 1,496	EUR 1,370	Bank of New York	12/16/2026		18
				$	1,492

1. The investments bear interest at a rate that may be determined by reference to the Euro Interbank Offered Rate (“EURIBOR” or “E”), the Sterling Overnight Index Average ("SONIA"), the Bank Bill Benchmark Rate ("BKBM"), the Bank Bill Swap Bid Rate (“BBSY”) or Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over EURIBOR, SOFR, SONIA, BKBM or BBSY and the current weighted average interest rate in effect at December 31, 2024. Certain investments are subject to a EURIBOR, SOFR, SONIA, BKBM or BBSY interest rate floor.

2. The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted. £ represents Pound Sterling, € represents Euro, AUD represents Australian dollars and NZ$ represents New Zealand dollars

3. Percentages are based on the Company’s net assets of $358,434 as of December 31, 2024.

4. The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par.

5. Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion. The investment may be subject to an unused/letter of credit facility fee.

6. The investment or a portion of this investment is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940. The Company may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Company’s total assets. As of December 31, 2024, non-qualifying assets totaled 9.1% of the Company’s total assets.

7. As defined in the 1940 Act, the portfolio company is deemed to be an “affiliated person” of the Company, as the Company owns 5% or more of the portfolio company’s outstanding voting securities.

8. Assets or a portion thereof are pledged as collateral for the JPM Revolving Credit Facility. See Note 6 "Debt".

9. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.

10. Security exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities is $26,306 or 7.3% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

See Notes to Consolidated Financial Statements

27

Investment	Acquisition Date
Advanced Aircrew	7/26/2024
BCPC Project Aberdeen, LLC	7/3/2024
BTX Precision	7/25/2024
Chartbeat	10/4/2024
City BBQ	9/4/2024
DTiQ	9/30/2024
EHE Health	8/7/2024
Electronic Merchant Systems	7/12/2024
Galeria	8/1/2024
Legacy Corporate Lending HoldCo, LLC	4/21/2023
Odyssey Behavioral Health	11/21/2024
PayRange	10/29/2024
Pure Wafer	11/12/2024
Rydoo	9/26/2024
SensorTower	3/15/2024
Sikich	5/6/2024
SoftCo	3/11/2024

11. The Company holds an interest in Legacy Corporate Lending HoldCo, LLC, an operating company based out of the United States which invests primarily in asset-backed lending (“ABL”) opportunities.

12. Non-Income producing.

13. Assets or a portion thereof are pledged as collateral for the GS Revolving Credit Facility. See Note 6 "Debt".

14. Loan includes interest rate floor of 0.50%.

15. Denotes that all or a portion of the debt investment includes PIK interest during the period.

16. Loan includes interest rate floor of 1.50%.

17. Security valued using unobservable inputs (Level 3).

18. Loan includes interest rate floor of 1.00%.

19. Loan includes interest rate floor of 0.75%.

20. Cash equivalents include $50 of restricted cash.

21. Loan includes interest rate floor of 0.00%.

22. Loan includes interest rate floor of 2.00%.

23. Loan includes interest rate floor of 3.50%.

24. Unrealized appreciation on forward currency exchange contracts.

25. Loan includes interest rate floor of 1.25%.

26. Loan includes interest rate floor of 3.00%.

See Notes to Consolidated Financial Statements

28

BAIN CAPITAL PRIVATE CREDIT

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

(Unaudited)

Note 1. Organization

Bain Capital Private Credit (“BCPC” or the “Company”), is a Delaware statutory trust which was formed on December 21, 2021. BCPC Advisors, LP (the “Advisor”), a subsidiary of Bain Capital Credit, is the investment adviser of the Company. The Advisor is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”). Prior to September 28, 2023, BCSF Advisors, LP served as the investment advisor for the Company pursuant to a previous investment advisory agreement. The Company is a non-exchange traded, perpetual life management investment company that has elected to be treated and is regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). As of March 31, 2025, the Company has the authority to issue unlimited shares of all classes of common shares (“Common Shares”), par value $0.01 per share.

The Company’s investment objective is to generate attractive risk adjusted returns, predominantly in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The Company seeks to achieve its investment objective by investing in middle-market direct lending opportunities across North America, Europe, Australia and in other geographic markets. Middle market companies generally means companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The company focuses on senior secured credit investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender, and mezzanine debt and other junior securities with a focus on downside protection.

The Company may from time to time invest in smaller or larger companies if the opportunity presents attractive investment and risk adjusted returns. The Company may invest in common and preferred equity and in secondary purchases of assets or portfolios on an opportunistic basis, but such investments are not the principal focus of the investment strategy. The Company may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.

Our operations are comprised of a single operating and reportable business segment, asset management. The Chief Operating Decision Maker (the “CODM”) consists of the Company’s Chief Executive Officer and Chief Financial Officer, as these are the individuals responsible for determining the Company’s investment strategy, capital allocation, expense structure, launch and dissolution and entering into significant contracts on behalf of the Company. The CODM uses key metrics to determine how to allocate resources and in determining the amount of dividends to be distributed to the Company's shareholders. Key metrics include, but are not limited to, net investment income and net increase in net assets resulting from operations that are reported on the Consolidated Statements of Operations, Financial Highlights reported in Note 10, underlying investment cost and market value as disclosed on the Consolidated Schedule of Investments and expected yield relative to the risk of the individual assets as disclosed in the composition of the investment portfolio and associated yield table. As the Company's operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as "total assets" and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

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

29

been prepared in that currency. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s Consolidated Financial Statements or the consolidated results of operations as previously reported.

The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Basis of Consolidation

The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCPC I, LLC and BCPC II-J, LLC in its Consolidated Financial Statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the Consolidated Financial Statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the Consolidated Statements of Assets and Liabilities as investments at fair value.

Use of Estimates

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

Valuation of Portfolio Investments

The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Company's Board of Trustees (the “Board”). The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.

Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board has designated the Advisor as valuation designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.

With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

•The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment;

•Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;

30

•Generally, investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and

•The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.

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

The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:

•Level 1 — Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

•Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

•Level 3 — Valuations based on inputs that are unobservable and significant to the fair value measurement.

A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.

Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.

The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.

Securities Transactions, Revenue Recognition and Expenses

The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specified identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance

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committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.

Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. For the three months ended March 31, 2025 and 2024, the Company recorded $0.4 million and $0.0, of dividend income, respectively, of which, $0.3 million, and $0.0 million, relate to PIK dividends, respectively. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status.

Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.

Expenses are recorded on an accrual basis.

Non-Accrual Loans

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of March 31, 2025 and December 31, 2024, there was one and zero loans on non-accrual, respectively.

Distributions

Distributions to common shareholders are recorded on the record date. The Board delegated authority to the Company's officers to declare from time to time distributions payable in an aggregate amount up to all of the Company’s (i) taxable earnings; (ii) capital gains; (iii) net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments); and (iv) any other amounts legally available for distribution to the extent the officers of the Company deem appropriate (including, if applicable, amounts representing a return of capital); provided each such Distribution shall not exceed an annualized distribution yield of 10%, as may be appropriate and in the interest of the Company's shareholders, subject to the Board’s ratification at the immediately succeeding quarterly meeting of the Board. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with U.S. GAAP. The Company may pay distributions to its shareholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the shareholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.

The Company intends to timely distribute to its shareholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax. The specific tax characteristics of the Company’s distributions will be reported to shareholders after the end of

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the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The specific tax characteristics of the Company’s distributions will be reported to shareholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.

The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to shareholders.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan that provides for the reinvestment of cash distributions and other distributions. Shareholders who do not “opt out” of the Company’s distribution reinvestment plan will have their cash distributions and other distributions automatically reinvested in additional Common Shares, rather than receiving cash distributions and other distributions.

Cash, Restricted Cash, and Cash Equivalents

Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the Consolidated Schedules of Investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.

Organization Expenses

Organization expenses include, among other things, the cost of incorporating the Company and the cost of legal services and other fees pertaining to the Company’s organization. These costs are expensed as incurred.

Offering Costs

Offering costs in connection with the continuous offering of Common Shares of the Company are recognized as a deferred charge and are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations and are included in amortization of deferred offering costs in the Company’s Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, there were no deferred offering costs on the Company’s Statements of Assets and Liabilities.

Prepaid Insurance

The Company has obtained trustees and officers liability insurance. These costs are recognized as a deferred charge and will be amortized using the straight-line method over the term of the insurance policies, beginning on the date the Company enters into each insurance policy agreement. Deferred costs related to the insurance policies are presented separately on the Company’s consolidated statement of assets and liabilities.

Professional Fees and Operating Expenses

The Company is responsible for investment expenses, legal expenses, auditing fees, and other expenses related to the Company’s operations. Such fees and expenses, including expenses incurred by the Advisor may be reimbursed by the Company.

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Foreign Currency Translation

The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation on foreign currency translation on the Consolidated Statements of Operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the Consolidated Statements of Operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation on investments, respectively, on the Consolidated Statements of Operations.

Forward Currency Exchange Contracts

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting and as such the Company recognizes the value of its derivatives at fair value on the Consolidated Statements of Assets and Liabilities with changes in the net unrealized appreciation on forward currency exchange contracts recorded on the Consolidated Statements of Operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation on forward currency exchange contracts are recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on forward currency exchange contracts on the Consolidated Statements of Assets and Liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the Consolidated Schedules of Investments.

Changes in net unrealized appreciation are recorded on the Consolidated Statements of Operations in net change in unrealized appreciation on forward currency exchange contracts. Net realized gains and losses are recorded on the Consolidated Statements of Operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.

Deferred Financing Costs and Debt Issuance Costs

The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the Consolidated Statements of Assets and Liabilities. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC Topic 470-50, Modification and Extinguishments. For modifications to or exchanges of our revolving debt obligations, any unamortized deferred financing costs related to lenders who are not part of the new lending group are expensed. For extinguishments of our term debt obligations, any unamortized debt issuance costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 6 to the Consolidated Financial Statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.

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Income Taxes

The Company has elected to be treated for U.S. federal income tax purposes as a RIC under Subchapter M of the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its shareholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s shareholders and will not be reflected in the Consolidated Financial Statements of the Company.

The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all federal income taxes. Accordingly, no provision for income taxes is required in the Consolidated Financial Statements. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to shareholders through March 31, 2025 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2025. The character of income and gains that the Company distributes is determined in accordance with income tax regulations that may differ from U.S. GAAP. BCPC I, LLC and BCPC II-J, LLC are disregarded entities for tax purposes and are consolidated with the tax return of the Company.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its Consolidated Financial Statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of March 31, 2025, the tax years that remain subject to examination are from 2021 (commencement of operations) forward.

For the three months ended March 31, 2025 and 2024, tax expense was $0.1 million and $0.0 million, respectively.

Recent Accounting Pronouncements

The Company's management has evaluated recent issued accounting standards through May 15, 2025, the issuance date of the Consolidated Financial Statements, and noted no recent accounting pronouncements will have a material impact in the Consolidated Financial Statements of the Company except for what is noted below:

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application is permitted. The Company is currently assessing the impact of this guidance.

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Note 3. Investments

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of March 31, 2025 (with corresponding percentage of total portfolio investments):

	As of March 31, 2025
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loan	$		817,270		91.2	%	$		814,636		90.5	%
Subordinated Debt			43,945		4.9				43,868		4.9
Preferred Equity			8,645		1.0				9,464		1.1
Equity Interest			10,086		1.1				14,012		1.6
Warrants			—		0.0				628		0.1
Subordinated Notes in Investment Vehicles (1)			12,740		1.4				12,739		1.4
Preferred Equity Interest in Investment Vehicles (1)			10		0.0				41		0.0
Equity Interests in Investment Vehicles (1)			3,875		0.4				3,929		0.4
Total	$		896,571		100.0	%	$		899,317		100.0	%

(1) Represents debt and equity investment in SLP II.

The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2024 (with corresponding percentage of total portfolio investments):

	As of December 31, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
First Lien Senior Secured Loan	$		687,623		95.9	%	$		685,846		95.7	%
Preferred Equity			14,360		2.0				14,694		2.0
Equity Interest			9,529		1.3				10,984		1.5
Subordinated Debt			5,399		0.8				5,147		0.7
Warrants		—		—					628		0.1
Total	$		716,911		100.0	%	$		717,299		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of March 31, 2025 (with corresponding percentage of total portfolio investments):

	As of March 31, 2025
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
USA	$		813,945		90.8	%	$		816,913		90.8	%
United Kingdom			46,229		5.2				46,008		5.1
Germany			15,612		1.7				15,490		1.7
Luxembourg			6,230		0.7				6,308		0.7
Italy			5,348		0.6				5,271		0.6
Ireland			4,840		0.5				5,066		0.6
Netherlands			1,903		0.2				1,878		0.2
Belgium			1,754		0.2				1,746		0.2
New Zealand			710		0.1				637		0.1
Total	$		896,571		100.0	%	$		899,317		100.0	%

The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of

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December 31, 2024 (with corresponding percentage of total portfolio investments):

	As of December 31, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
USA	$		641,360		89.4	%	$		644,060		89.7	%
United Kingdom			42,061		5.9				40,976		5.7
Germany			15,618		2.2				15,121		2.1
Italy			5,348		0.7				5,102		0.7
Ireland			4,839		0.7				4,774		0.7
Luxembourg			4,122		0.6				3,980		0.6
Netherlands			1,626		0.2				1,511		0.2
Belgium			1,232		0.2				1,143		0.2
New Zealand			705		0.1				632		0.1
Total	$		716,911		100.0	%	$		717,299		100.0	%

The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of March 31, 2025 (with corresponding percentage of total portfolio investments):

	As of March 31, 2025
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
Services: Business	$		143,438		15.9	%	$		144,583		16.0	%
Healthcare & Pharmaceuticals			130,244		14.5				130,961		14.5
High Tech Industries			113,549		12.7				115,804		12.9
Hotel, Gaming & Leisure			70,973		7.9				71,685		8.0
FIRE: Finance (1)			51,676		5.8				53,084		5.9
Aerospace & Defense			38,130		4.3				38,857		4.3
FIRE: Insurance (1)			35,802		4.0				35,726		4.0
Consumer Goods: Non-Durable			35,087		3.9				35,322		3.9
Chemicals, Plastics & Rubber			31,589		3.5				30,583		3.4
Automotive			25,657		2.9				25,677		2.9
Wholesale			28,987		3.2				25,543		2.8
Services: Consumer			22,942		2.6				22,969		2.6
Construction & Building			21,780		2.4				21,880		2.4
Containers, Packaging & Glass			20,686		2.3				21,017		2.3
Transportation: Cargo			17,207		1.9				17,204		1.9
Capital Equipment			16,651		1.9				16,861		1.9
Media: Advertising, Printing & Publishing			17,482		1.9				16,798		1.9
Investment Vehicles (2)			16,625		1.9				16,709		1.9
Beverage, Food & Tobacco			16,274		1.8				16,435		1.8
Consumer goods: Durable			11,283		1.3				11,277		1.3
Environmental Industries			9,701		1.1				9,810		1.1
Utilities: Water			7,721		0.9				7,806		0.9
Retail			4,273		0.5				4,301		0.5
Telecommunications			3,990		0.4				3,991		0.4
Media: Diversified & Production			2,921		0.3				2,787		0.3
Forest Products & Paper			1,903		0.2				1,647		0.2
Total	$		896,571		100.0	%	$		899,317		100.0	%

(1)Finance, Insurance, and Real Estate (“FIRE”).

(2)Represents debt and equity investment in SLP II.

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The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2024 (with corresponding percentage of total portfolio investments):

	As of December 31, 2024
		Amortized Cost		Percentage of Total Portfolio				Fair Value		Percentage of Total Portfolio
Services: Business	$		108,936		15.3	%	$		108,807		15.1	%
Healthcare & Pharmaceuticals			100,642		14.0				100,803		14.0
High Tech Industries			84,472		11.8				85,545		11.9
Hotel, Gaming & Leisure			69,425		9.7				70,016		9.8
Aerospace & Defense			46,012		6.4				46,349		6.5
Consumer Goods: Non-durable			37,942		5.3				38,180		5.3
FIRE: Finance(1)			28,037		3.9				28,413		4.0
Wholesale			28,449		4.0				25,901		3.6
FIRE: Insurance(1)			23,597		3.3				23,621		3.3
Chemicals, Plastics & Rubber			21,759		3.0				21,505		3.0
Construction & Building			19,553		2.7				19,678		2.7
Automotive			18,381		2.6				18,476		2.6
Transportation: Cargo			17,225		2.4				17,322		2.4
Capital Equipment			15,231		2.1				15,461		2.2
Media: Advertising, Printing & Publishing			15,964		2.2				14,976		2.1
Beverage, Food & Tobacco			14,309		2.0				14,429		2.0
Banking, Finance, Insurance & Real Estate			13,048		1.8				13,665		1.9
Containers, Packaging & Glass			10,306		1.4				10,597		1.5
Environmental Industries			9,384		1.3				9,227		1.3
Consumer Goods: Durable			8,369		1.2				8,369		1.2
Utilities: Water			7,717		1.1				7,806		1.1
Services: Consumer			7,294		1.0				7,336		1.0
Retail			6,028		0.8				5,927		0.8
Media: Diversified & Production			2,928		0.4				2,971		0.4
Forest Products & Paper			1,903		0.3				1,919		0.3
Total	$		716,911		100.0	%	$		717,299		100.0	%

(1)Finance, Insurance, and Real Estate (“FIRE”).

Bain Capital Senior Loan Program II, LLC

On December 27, 2024, the Company and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program II, LLC (“SLP II”). Pursuant to an amended and restated limited liability company agreement between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP II. Total initial capital commitments to SLP II are $100 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP II will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Investment decisions and all other material decisions in respect of SLP II must be approved by representatives of the Company and Amberstone.

As of March 31, 2025, the Company’s investment in SLP II consisted of subordinated notes of $12.7 million, preferred equity interests of $0.04 million and equity interests of $3.9 million. As of December 31, 2024, SLP II had not commenced operations and the Company had no investment in SLP II.

In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP II. Since inception, the Company has sold $84.2 million of its investments to SLP II. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.

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The Company has determined that SLP II is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in SLP II as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP II due to the allocation of voting rights among SLP II members. The Company measures the fair value of SLP II in accordance with ASC 820, using the net asset value (or its equivalent) as a practical expedient. The Company and Amberstone each appointed two members to SLP II’s four-person Member Designees’ Committee. All material decisions with respect to SLP II, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.

On March 19, 2025, SLP II, through SLP 2 MM CLO WH 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary, entered into a $100.0 million senior secured revolving credit facility which bears interest at SOFR plus 200 basis points with NatWest Markets Plc, subject to leverage and borrowing base restrictions (the “MM CLO WH 1 Credit Facility”). The maturity date of the MM CLO WH 1 Credit Facility is March 19, 2029. With an effective rate of 6.3% per annum, as of March 31, 2025, the MM CLO WH 1 Credit Facility had $0.0 million of outstanding debt under the credit facility.

Below is a summary of SLP II’s portfolio at fair value:

	As of
	March 31, 2025
Total investments	$	84,423
Weighted average yield on investments		10.0	%
Number of borrowers in SLP II		17
Largest portfolio company investment	$	5,000
Total of five largest portfolio company investments	$	24,961
Unfunded commitments	$	—

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Below is a listing of SLP II’s individual investments as of March 31, 2025:

Senior Loan Program II, LLC

Consolidated Schedule of Investments

As of March 31, 2025

						Interest			Maturity					Market		% of Members
Portfolio Company	Investment Type	Index (1)	Spread (1)			Rate			Date	Principal (2)		Cost		Value		Equity (3)
U.S. Dollars
Aerospace & Defense
ATS (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.75	%		10.05	%	7/12/2029	$	4,987		4,925		4,987
BTX Precision (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.00	%		9.32	%	7/25/2030	$	4,987		4,987		4,987
Saturn Purchaser Corp. (8)(17)(18)	First Lien Senior Secured Loan	SOFR		4.85	%		9.17	%	7/22/2030	$	4,887		4,887		4,887
Aerospace & Defense Total												$	14,799	$	14,861		236.9	%
Automotive
Chilton (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.50	%		9.80	%	2/5/2031	$	5,000		4,963		4,963
Automotive Total												$	4,963	$	4,963		79.1	%
Capital Equipment
Ergotron Acquisition LLC (8)(17)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		9.58	%	7/6/2028	$	4,986		4,986		4,986
Capital Equipment Total												$	4,986	$	4,986		79.5	%
Consumer Goods: Non-Durable
Hempz (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.25	%		9.55	%	10/25/2029	$	5,000		4,956		4,963
Consumer Goods: Non-Durable Total												$	4,956	$	4,963		79.1	%
FIRE: Finance
PMA (8)(17)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		9.55	%	1/31/2031	$	5,000		4,925		4,925
FIRE: Finance Total												$	4,925	$	4,925		78.5	%
Healthcare & Pharmaceuticals
AEG Vision (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.90	%		10.20	%	3/27/2027	$	4,987		4,987		4,987
Odyssey Behavioral Health (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.25	%		9.58	%	5/21/2031	$	4,988		4,925		4,963
Red Nucleus (8)(17)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		9.55	%	10/17/2031	$	5,000		4,938		4,963
EHE Health (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.50	%		9.80	%	8/7/2030	$	4,987		4,938		4,987
Healthcare & Pharmaceuticals Total												$	19,788	$	19,900		317.2	%
High Tech Industries
Govineer Solutions (fka Black Mountain) (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.00	%		9.30	%	10/7/2030	$	5,000		4,963		4,963
SensorTower (8)(17)(22)	First Lien Senior Secured Loan	SOFR		7.50	%		11.80	%	3/15/2029	$	5,000		5,000		5,000
High Tech Industries Total												$	9,963	$	9,963		158.8	%
Hotel, Gaming & Leisure
City BBQ (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.35	%		9.66	%	9/4/2030	$	5,000		5,000		5,000
Awayday (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.25	%		9.55	%	9/6/2031	$	4,987		4,963		4,987
Hotel, Gaming & Leisure Total												$	9,963	$	9,987		159.2	%
Services: Business
Easy Ice (8)(17)(18)	First Lien Senior Secured Loan	SOFR		5.40	%		9.69	%	10/30/2030	$	4,987	$	4,913	$	4,913
AMI (8)(17)(19)	First Lien Senior Secured Loan	SOFR		5.25	%		9.69	%	10/17/2031	$	5,000	$	4,962	$	4,962
Services: Business Total												$	9,875	$	9,875		157.4	%
Total												$	84,218	$	84,423		1345.7	%

1. The investments bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”) which reset daily, monthly, quarterly or semiannually. Investments or a portion thereof may bear Payment-in-Kind ("PIK"). For each, the Company has provided the PIK or the spread over SOFR and the current weighted average interest rate in effect at March 31, 2025. Certain investments are subject to a SOFR interest rate floor.

2. The principal amount (par amount) for all debt securities is denominated in U.S. dollars, unless otherwise noted.

3. Percentages are based on the Company’s net assets of $6,274 as of March 31, 2025.

4. Tick mark not used

5. Tick mark not used

6. Tick mark not used

7. Tick mark not used

8. Assets or a portion thereof are pledged as collateral for the MM CLO WH 1 Credit Facility.

9. Tick mark not used

10. Tick mark not used

11. Tick mark not used

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12. Tick mark not used

13. Tick mark not used

14. Tick mark not used.

15. Tick mark not used

16. Tick mark not used

17. Security valued using unobservable inputs (Level 3).

18. Loan includes interest rate floor of 1.00%.

19. Loan includes interest rate floor of 0.75%.

20. Tick mark not used

21. Tick mark not used

22. Loan includes interest rate floor of 2.00%.

23. Tick mark not used

24. Tick mark not used

25. Tick mark not used

26. Tick mark not used

41

Below is the financial information for SLP II:

Selected Balance Sheet Information

	As of
	March 31, 2025
ASSETS
Investments at fair value (amortized cost of $84,218)	$	84,423
Cash and cash equivalents		29,600
Prepaid expenses		1,624
Deferred financing costs (net of accumulated amortization of $3)		397
Total assets	$	116,044
LIABILITIES
Subordinated notes payable to Members	$	25,490
Interest payable on subordinated notes payable to Members		28
Interest payable on debt		18
Payable for investments purchased		84,217
Accounts payable and accrued expenses		17
Total liabilities	$	109,770
EQUITY
Members’ equity		6,274
Total Members' Equity	$	6,274
Total liabilities and Members’ Equity	$	116,044

Selected Statement of Operations Information

	For the Three Months Ended
	March 31, 2025
Expenses
Interest and debt financing expenses	$	21
Interest expense on subordinated notes payable to Members		28
Professional fees and other expenses		18
Total expenses		67
Net investment (loss)		(67	)
Net realized and unrealized gains
Net realized gain on investments		1
Net change in unrealized appreciation on investments		205
Total net gain		206
Net increase in Members' equity from operations	$	139

42

Note 4. Fair Value Measurements

Fair Value Disclosures

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of March 31, 2025, according to the fair value hierarchy:

	Fair Value Measurements
		Level 1			Level 2				Level 3			Measured at Net Asset Value			Total
Investments:
First Lien Senior Secured Loan	$	—		$		130,946		$		683,690	$	—		$		814,636
Subordinated Debt		—			—					43,868		—				43,868
Preferred Equity		—			—					9,464		—				9,464
Equity Interest		—			—					14,012		—				14,012
Warrants		—			—					628		—				628
Subordinated Note Investment Vehicles (1)		—			—					12,739		—				12,739
Preferred Equity Interest Investment Vehicles (1)		—			—				—				41			41
Equity Interest Investment Vehicles (1)		—			—				—				3,929			3,929
Total Investments	$	—		$		130,946		$		764,401	$		3,970	$		899,317
Cash equivalents	$		18,398	$	—			$	—		$	—		$		18,398
Forward currency exchange contracts (liability)	$	—		$		(283	)	$	—		$	—		$		(283	)

(1) Includes debt and equity investment in SLP II.

The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2024, according to the fair value hierarchy:

	Fair Value Measurements
		Level 1			Level 2			Level 3			Measured at Net Asset Value			Total
Investments:
First Lien Senior Secured Loan	$		-	$		24,370	$		661,476	$		-	$		685,846
Preferred Equity			-			-			14,694			-			14,694
Equity Interest			-			-			10,984			-			10,984
Warrants			-			-			628			-			628
Subordinated Debt			-			-			5,147			-			5,147
Total Investments	$		-	$		24,370	$		692,929	$		-	$		717,299
Cash equivalents	$		7,921	$		-	$		-	$		-	$		7,921
Forward currency exchange contracts asset	$		-	$		1,492	$		-	$		-	$		1,492

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2025:

43

	First Lien					Subordinated
	Senior					Notes in
	Secured			Equity		Investment		Preferred			Subordinated				Total
	Loans			Interests		Vehicles (1)		Equity			Debt		Warrants		Investments
Balance as of January 1, 2025	$	661,476		$	10,984	$	—	$	14,694		$	5,147	$	628	$	692,929
Purchases of investments and other adjustments to cost		109,355			560		12,739		—			32,985		—		155,639
Paid-in-kind interest income		372			—		—		106			480		—		958
Net accretion of discounts (amortization of premiums)		576			—		—		—			9		—		585
Principal repayments and sales of investments		(89,321	)		—		—		(748	)		—		—		(90,069	)
Net change in unrealized appreciation on investments		880			2,468		—		480			178		—		4,006
Net realized gain on investments		352			—		—		—			1		—		353
Reclassifications		—			—		—		(5,068	)		5,068		—		—
Balance as of March 31, 2025	$	683,690		$	14,012	$	12,739	$	9,464		$	43,868	$	628	$	764,401
Change in unrealized appreciation attributable to investments still held at March 31, 2025	$	881		$	2,468	$	—	$	480		$	178	$	—	$	4,007

(1) Represents debt investment in SLP II.

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the three months ended March 31, 2025, there were no transfers in and out of Level 3.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2024:

	First Lien
	Senior
	Secured			Equity			Preferred				Subordinated							Total
	Loans			Interests			Equity				Debt				Warrants			Investments
Balance as of January 1, 2024	$	188,789		$	90	$		3,875		$		—		$		—	$		192,754
Purchases of investments and other adjustments to cost		534,738			9,439			23,772				5,397				—			573,346
Paid-in-kind interest income		503			—			1,414				2				—			1,919
Net accretion of discounts (amortization of premiums)		1,286			—			—				—				—			1,286
Principal repayments and sales of investments		(62,497	)		—			(15,000	)			—				—			(77,497	)
Net change in unrealized appreciation on investments		(2,029	)		1,455			333				(252	)			628			135
Net realized gain on investments		686			—			300				—				—			986
Balance as of December 31, 2024	$	661,476		$	10,984	$		14,694		$		5,147		$		628	$		692,929
Change in unrealized appreciation attributable to investments still held at December 31, 2024	$	(2,006	)	$	1,456	$		333		$		(252	)	$		628	$		159

Transfers between levels, if any, are recognized at the beginning of the quarter in which transfers occur. For the year ended December 31, 2024, there was no transfers in and out of Level 3.

Significant Unobservable Inputs

ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.

44

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of March 31, 2025 were as follows:

	As of March 31, 2025
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	596,018	Discounted cash flows	Comparative Yields		6.0	%	—	14.2	%	(10.1%)
First Lien Senior Secured Loans		11,023	Comparable company multiple	EBITDA Multiple					9.0	x
Subordinated		22,568	Discounted cash flows	Comparative Yields		13.7	%	—	17.6	%	(16.7%)
Equity Interest		130	Comparable company multiple	Book Value Multiple					1.0	x
Equity Interest		13,064	Comparable company multiple	EBITDA Multiple		3.9	x	—	23.0	x	(11.1x)
Equity Interest		260	Comparable company multiple	Revenue Multiple					9.0	x
Preferred equity		4,655	Comparable company multiple	EBITDA Multiple		10.3	x	—	15.3	x	(12.3x)
Preferred equity		114	Comparable company multiple	Revenue Multiple					9.0	x
Preferred equity		4,695	Comparable company multiple	Book Value Multiple					1.0	x
Warrants		628	Discounted Cash Flows	Discount Rate					25.0	%
Total investments	$	653,155

(1)Included within the Level 3 assets of $764,401 is an amount of $111,246 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

(2)Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of March 31, 2025 . The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2024 were as follows:

	As of December 31, 2024
				Significant	Range of Significant
	Fair Value of			Unobservable	Unobservable Inputs
	Level 3 Assets (1)		Valuation Technique	Inputs	(Weighted Average (2))
First Lien Senior Secured Loans	$	480,049	Discounted cash flows	Comparative Yields		8.2	%	—		16.6	%	(10.7%)
Subordinated		45	Discounted cash flows	Comparative Yields						16.6	%
Equity Interest		7,333	Comparable company multiple	EBITDA Multiple		3.8	x	—		24.0	x	(11.6x)
Equity Interest		238	Comparable company multiple	Revenue Multiple						9.2	x
Preferred equity		4,518	Comparable company multiple	EBITDA Multiple		10.0	x	—	15.3		x	(12.3x)
Preferred equity		107	Comparable company multiple	Revenue Multiple						9.2	x
Warrants		628	Discounted Cash Flows	Discount Rate						25.0	%
Total investments	$	492,918

(1)Included within the Level 3 assets of $692,929 is an amount of $200,011 for which the Advisor did not develop the unobservable inputs for the determination of fair value (examples include single source quotation and prior or pending transactions such as investments originated in the quarter or imminent payoffs).

(2)Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.

45

The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2024. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable input used in the market approach is the comparable company multiple. The multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value.

Debt Not Carried at Fair Value

Fair value is estimated by using market quotations or discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, the fair value and level would have been as follows:

		As of
	Level	March 31, 2025		December 31, 2024
GS Revolving Credit Facility	3	$	196,869	$	190,060
JPM Revolving Credit Facility	3		149,853		116,041
SMBC Revolving Credit Facility	3		140,500		72,000
Total Debt		$	487,222	$	378,101

Note 5. Agreements and Related Party Transactions Investment Advisory Agreement

Investment Advisory Agreement

The Company entered into an investment advisory agreement as of September 28, 2023 (the “Investment Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. The Company entered into an administration agreement with the Advisor, pursuant to which administrative services necessary for the Company to operate will be provided. Prior to September 28, 2023, BCSF Advisors, LP, a subsidiary of Bain Capital Credit, served as the Company’s investment adviser and provided administrative services to the Company.

Base Management Fee

The base management fee is calculated at an annual rate of 0.75% (0.1875% per quarter) of our gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents. For services rendered under the Investment Advisory Agreement, the base management fee is payable monthly in arrears. The base management fee for any partial month will be appropriately pro-rated (based on the number of days actually elapsed at the end of such partial month relative to the total number of days in such month). For purposes of the Investment Advisory Agreement, cash equivalents means U.S. government securities and commercial paper instruments maturing within one year of purchase. The fair value of derivative financial instruments held in the Company’s portfolio will be included in the calculation of gross assets of the Company.

For the three months ended March 31, 2025 and 2024, the management fee was $1.6 million and $0.5 million, respectively. For the three months ended March 31, 2025 and 2024, there was no management fee contractually or voluntarily waived.

As of March 31, 2025 and December 31, 2024, $1.6 million and $1.3 million remained payable related to the base management fee accrued in base management fee payable on the Consolidated Statements of Assets and Liabilities, respectively.

46

Incentive Fee

Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the base management fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any issued and outstanding debt or preferred stock, but excluding any distribution or shareholder servicing fees and incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.

Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.

The incentive fee is comprised of the following two parts:

An incentive fee on pre-incentive fee net investment income, which we refer to as the incentive fee on income or the “Income Fee”. The incentive fee on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income, attributable to each class of Common Shares, in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). Pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters will be compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.75% per quarter (7% annualized) and (ii) the sum of the Company's net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The quarterly incentive fee based on income shall be calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income for each calendar quarter will be determined as follows:

•No incentive fee based on income is payable to the Advisor for any calendar quarter for which there is no Excess Income Amount;

•100% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Amount, but is less than or equal to an amount, which we refer to as the “Catch-Up Amount,” determined as the sum of 2.0588% multiplied by the Company's net asset value (“NAV”) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Catch-Up Amount is meant to provide the Advisor an incentive fee of 15% on all of the Company’s pre-incentive fee net investment income when the Company’s aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters reaches the Catch-Up Amount in respect of the relevant Trailing Twelve Quarters; and

•15% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-Up Amount.

Incentive Fee Cap

The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 15% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. In the event the Incentive Fee Cap is less than the amount of incentive fee based on income that would otherwise be payable, the amount of incentive fee based on income shall be reduced to an amount equal to the Incentive Fee Cap.

47

•An incentive fee on capital gains (the “Capital Gains Fee”) is calculated and payable in arrears as of the end of each fiscal year will equal 15% of the Company’s realized capital gains on a cumulative basis from inception through the end of the fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid Capital Gains Fees.

“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

For the three months ended March 31, 2025 and 2024, the Company incurred $1.7 million and $0.7 million of income incentive fees (before waivers), respectively, which are included in incentive fees on the Consolidated Statements of Operations. The Advisor has voluntarily waived $0.0 million and $0.0 million of the income incentive fees earned by the Advisor during the three months ended March 31, 2025 and 2024, respectively. Such income incentive fee waiver is irrevocable and such waived income incentive fees will not be subject to recoupment in future periods. This income incentive fee waiver does not impact any income incentive fees earned by the Advisor in future periods.

As of March 31, 2025 and December 31, 2024, there was $1.7 million and $1.6 million related to income incentive fee accrued in incentive fee payable on the Consolidated Statements of Assets and Liabilities, respectively.

There was no capital gains incentive fee payable to the Advisor under the Investment Advisory Agreement as of March 31, 2025 and December 31, 2024.

U.S. GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Investment Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.

For the three months ended March 31, 2025 and 2024, the Company did not accrue any incentive fees related to the GAAP Incentive Fee.

Administration Agreement

The Company has entered into an administration agreement (the “Administration Agreement”) with BCPC Advisors, LP (in such capacity, the “Administrator”), as of September 28, 2023, pursuant to which the Administrator provides the administrative services necessary for us to operate, and the Company utilizes the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company may reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley Act of 2002, as amended, (“Sarbanes-Oxley Act”) internal control assessment. Our allocable portion of overhead is determined by the Administrator, which uses various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board.

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The Company incurred expenses related to the Administrator of $0.1 million and $0.0 million for the three months ended March 31, 2025 and 2024, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations. As of March 31, 2025 and December 31, 2024, respectively, there were $0.3 million and $0.2 million related to the Administrator or to BCSF Advisors, LP that were payable and included in "accounts payable and accrued expenses" in the Consolidated Statements of Assets and Liabilities.

The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred $0.1 million and $0.1 million expenses related to the sub-administrator for the three months ended March 31, 2025 and 2024, respectively, which are included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our shareholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.

Resource Sharing Agreement

The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.

The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.

Co-investments

The Company invests alongside our affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order applicable to the Company received from the SEC on August 23, 2016 (as subsequently amended, the “Order”). Under the terms of the Order, a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent trustees must be able to reach certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, and (2) the transaction is consistent with the interests of our shareholders and is consistent with our Board’s approved criteria. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.

Related Party Commitments

As of March 31, 2025 and December 31, 2024, the Advisor and/or its affiliate held 3,988,208 and 3,480,000 Class I shares of the Company’s Common Shares, respectively.

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Non-Controlled/Affiliate and Controlled Affiliate Investments

Investments during the three months ended March 31, 2025, in which the portfolio company was an “affiliated person” (as defined in the 1940 Act) and/or an “affiliated person” that the Company is deemed to “control” (as defined in the 1940 Act) are as follows:

Portfolio Company		Fair Value as of December 31, 2024			Gross Additions			Gross Reductions				Change in Unrealized Appreciation			Realized Gains (Losses)			Fair Value as of March 31, 2025			Dividend, Interest, and PIK Income			Other Income
Non-Controlled/Affiliate Investment
Legacy Corporate Lending HoldCo, LLC Class A Common Equity	$		100	$		—	$		—		$		30	$		—	$		130	$		—	$		—
Legacy Corporate Lending HoldCo, LLC Preferred Equity			5,001			—			(750	)			444			—			4,695			75			—
Legacy Corporate Lending HoldCo, LLC Class B Common Equity			—			—			—				—			—			—			—			—
Total Non-Controlled/Affiliate Investment	$		5,101	$		—	$		(750	)	$		474	$		—	$		4,825	$		75	$		—
Controlled Affiliate Investment
Bain Capital Senior Loan Program II, LLC Subordinated Note Investment Vehicles	$		—	$		12,739	$		—		$		—	$		—	$		12,739	$		14	$		—
Bain Capital Senior Loan Program II, LLC Equity Interest Investment Vehicles			—			3,876			—				53			—			3,929			—			—
Bain Capital Senior Loan Program II, LLC Preferred Equity Interest Investment Vehicles			—			10			—				31			—			41			—			—
Total Controlled Affiliate Investment	$		—	$		16,625	$		—		$		84	$		—	$		16,709	$		14	$		—
Total	$		5,101	$		16,625	$		(750	)	$		558	$		—	$		21,534	$		89	$		—

Investments during the year ended December 31, 2024, in which the portfolio company was an “affiliated person” (as defined in the 1940 Act) and/or an “affiliated person” that the Company is deemed to “control” (as defined in the 1940 Act) are as follows:

		Fair Value as of December 31, 2023			Gross Additions			Gross Reductions			Change in Unrealized Appreciation			Realized Gains (Losses)			Fair Value as of December 31, 2024			Dividend, Interest, and PIK Income			Other Income
Non-Controlled/Affiliate Investment
Legacy Corporate Lending HoldCo, LLC Class A Common Equity	$		90	$		10	$		—	$		—	$		—	$		100	$		—	$		—
Legacy Corporate Lending HoldCo, LLC Preferred Equity			3,875			825			—			301			—			5,001			—			—
Legacy Corporate Lending HoldCo, LLC Class B Common Equity			—			—			—			—			—			—			—			—
Total Non-Controlled/Affiliate Investment	$		3,965	$		835	$		—	$		301	$		—	$		5,101	$		—	$		—
Total	$		3,965	$		835	$		—	$		301	$		—	$		5,101	$		—	$		—

Managing Dealer Agreement

The Company entered into a Managing Dealer Agreement with Emerson Equity LLC (the “Managing Dealer”), pursuant to which the Managing Dealer agreed to, among other things, manage our relationships with third-party brokers engaged by the Managing Dealer to participate in the distribution of Common Shares, which we refer to as “participating brokers,” and financial advisors. The Managing Dealer also coordinates our marketing and distribution efforts with participating brokers and their registered representatives with respect to communications related to the terms of the offering, our investment strategies, material aspects of our operations and subscription procedures. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of our shares.

We have paid the Managing Dealer an engagement fee equal to $250,000 (the “Engagement Fee”) which is included in organization costs on the Consolidated Statement of Operations. In its capacity as our investment adviser prior to September 28, 2023, BCSF Advisors, LP agreed to advance the Engagement Fee on our behalf. We are obligated to reimburse BCSF Advisors, LP for the advanced Engagement Fee upon breaking escrow for the offering. Once we have received purchase orders for at least $500,000,000, the Managing Dealer will be entitled to receive a fee equal to 0.05% of the offering proceeds (together with the Engagement Fee, the “Managing Dealer Fee”). Assuming we sell all of the shares offered under the Company’s prospectus at the maximum offering of $2,000,000,000, the maximum estimated Managing Dealer Fee would be $1,000,000.

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Neither the Company nor the Managing Dealer will charge upfront sales loads with respect to Class S shares, Class D shares or Class I shares; however, if you buy Class S shares or Class D shares through certain financial intermediaries, such intermediaries may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that they limit such charges to a 3.5% cap on NAV for Class S shares and a 1.5% cap on NAV for Class D shares. Selling agents will not charge such fees on Class I shares.

Subject to Financial Industry Regulatory Authority ("FINRA") and other limitations on underwriting compensation, we will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class S shares, and a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV as of the beginning of the first calendar day of the month for the Class D shares, in each case, payable monthly.

The shareholder servicing and/or distribution fees will be paid monthly in arrears. The Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. Participating brokers and servicing brokers are not required to provide such services with respect to Class I shares. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

We will cease paying the shareholder servicing and/or distribution fee on the Class S shares and Class D shares on the earlier to occur of the following: (i) a listing of Class I shares, (ii) our merger or consolidation with or into another entity, or the sale or other disposition of all or substantially all of our assets or (iii) the date following the completion of the primary portion of the offering of Common Shares on which, in the aggregate, underwriting compensation from all sources in connection with the offering of Common Shares, including the shareholder servicing and/or distribution fee and other underwriting compensation, is equal to 10% of the gross proceeds from our primary offering.

For the three months ended March 31, 2025 and 2024, the Company did not incur or accrue any distribution and/or shareholder servicing fees.

Distribution and Servicing Plan

The Board approved a distribution and servicing plan (the “Distribution and Servicing Plan”). The following table shows the shareholder servicing and/or distribution fees the Company pays the Managing Dealer with respect to the Class S, Class D and Class I on an annualized basis as a percentage of the Company’s NAV for such class. The shareholder servicing and/or distribution fees will be paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month.

	Shareholder Servicing and/or Distribution Fee as a % of NAV
Class S shares		0.85	%
Class D shares		0.25	%
Class I shares		—

Subject to FINRA and other limitations on underwriting compensation, the Company will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and a shareholder servicing fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly. The Managing Dealer has agreed to waive shareholder servicing and/or distribution fees for Class D shares for the first nine months following the date on which the Company broke escrow for the offering.

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The shareholder servicing and/or distribution fees will be paid monthly in arrears. The Managing Dealer will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our distribution reinvestment plan.

Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. Participating brokers and servicing brokers are not required to provide such services with respect to Class I shares. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Managing Dealer will waive the shareholder servicing fee and/or distribution that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

Expense Support and Conditional Reimbursement Agreement

On September 28, 2023, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Advisor, pursuant to which the Advisor (i) has agreed to pay, on a monthly basis, a portion of the Company’s Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 1.00% (on annualized basis) of the Company’s NAV (each such payment, a “Required Expense Payment”), and (ii) may elect to pay an additional portion of the Company’s expenses from time to time, provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company, (each such payment, a “Voluntary Expense Payment”), which the Company could be obligated to reimburse to the Advisor at a later date if certain conditions are met.

“Other Operating Expenses” means the Company’s organization and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Company’s administrator in performing its administrative obligations under the Administration Agreement.

The Advisor’s obligation to make a Required Expense Payment shall automatically become a liability of the Advisor and the Company’s right to receive a Required Expense Payment shall be an asset of the Company on the last calendar day of the applicable month. Any Required Expense Payment shall be paid by the Advisor to the Company in any combination of cash or other immediately available funds and/or offset against amounts due from the Company to the Advisor or its affiliates no later than forty-five days after such obligation was incurred.

The Company’s right to receive a Voluntary Expense Payment shall be an asset of the Company upon the Advisor committing in writing to pay the Voluntary Expense Payment. Any Voluntary Expense Payment that the Advisor has committed to pay shall be paid by the Advisor to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Advisor or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Advisor until such time as all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

The amount of the Reimbursement Payment for any calendar month shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Advisor to the Company within three years prior to the last business day of such calendar month that have not been previously reimbursed by the Company to the Advisor; provided that the Advisor may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar month, in which case such

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waived amount will remain unreimbursed Expense Payments reimbursable in future months pursuant to the terms of the Expense Support Agreement.

No Reimbursement Payment for any quarter shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, (2) the Company’s Operating Expense Ratio at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relate, or (3) the Company’s Other Operating Expenses at the time of such Reimbursement Payment exceeds 1.00% of the Company’s NAV. For purposes of the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder servicing fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Advisor, shareholder servicing and/or distribution fees, and interest expense, by the Company’s net assets. “Operating Expenses” means all of the Company’s operating costs and expenses incurred, as determined in accordance with generally accepted accounting principles for investment companies.

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Advisor has waived its right to receive such payment for the applicable month.

The following table presents a summary of all expenses supported and recouped by the Advisor as of March 31, 2025.

For the Month Ended	Amount of Expense Support		Recoupment of Expense Support		Unreimbursed Expense Support		Reimbursement Eligibility Expiration	Effective Rate of Distribution per Share			Operating Expense Ratio
November 30, 2023	$	1,994	$	178	$	1,816	November 30, 2026		8.16	%		2.81	%
December 31, 2023		295		-		295	December 31, 2026		9.04	%		3.17	%
January 31, 2024		227		-		227	January 31, 2027		9.05	%		1.77	%
February 29, 2024		257		-		257	February 28, 2027		9.00	%		2.05	%
March 31, 2024		253		-		253	March 31, 2027		9.00	%		1.83	%
April 30, 2024		267		-		267	April 30, 2027		8.99	%		1.89	%
May 31, 2024		286		-		286	May 31, 2027		8.95	%		1.84	%
June 30, 2024		269		-		269	June 30, 2027		8.83	%		1.73	%
July 31, 2024		287		-		287	July 31, 2027		8.84	%		1.70	%
August 31, 2024		308		-		308	August 31 2027		8.83	%		1.85	%
	$	4,443	$	178	$	4,265

The following table presents a summary of all expenses supported and recouped by the Advisor as of December 31, 2024.

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For the Month Ended	Amount of Expense Support		Recoupment of Expense Support		Unreimbursed Expense Support		Reimbursement Eligibility Expiration	Effective Rate of Distribution per Share			Operating Expense Ratio
November 30, 2023	$	1,994	$	-	$	1,994	November 30, 2026		8.16	%		2.81	%
December 31, 2023		295		-		295	December 31, 2026		9.04	%		3.17	%
January 31, 2024		227		-		227	January 31, 2027		9.05	%		1.77	%
February 29, 2024		257		-		257	February 28, 2027		9.00	%		2.05	%
March 31, 2024		253		-		253	March 31, 2027		9.00	%		1.83	%
April 30, 2024		267		-		267	April 30, 2027		8.99	%		1.89	%
May 31, 2024		286		-		286	May 31, 2027		8.95	%		1.84	%
June 30, 2024		269		-		269	June 30, 2027		8.83	%		1.73	%
July 31, 2024		287		-		287	July 31, 2027		8.84	%		1.70	%
August 31, 2024		308		-		308	August 31, 2027		8.83	%		1.85	%
	$	4,443	$	-	$	4,443

Note 6. Debt

In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, effective on November 11, 2022, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met), rather than 200%, as previously required. As of March 31, 2025, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 194.2%. As of December 31, 2024, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 194.8%.

The Company’s outstanding borrowings as of March 31, 2025 and December 31, 2024 were as follows:

	As of March 31, 2025									As of December 31, 2024
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value			Committed			Outstanding			Value
GS Revolving Credit Facility	$		200,000	$		196,869	$		196,869	$		200,000	$		190,060	$		190,060
JPM Revolving Credit Facility			250,000			149,853			149,853			250,000			116,041			116,041
SMBC Revolving Credit Facility			315,000			140,500			140,500			315,000			72,000			72,000
Total Debt	$		765,000	$		487,222	$		487,222	$		765,000	$		378,101	$		378,101

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2025 and year ended December 31, 2024 was 6.8% and 7.7%, respectively.

The combined weighted average borrowings outstanding for the three months ended March 31, 2025 and year ended December 31, 2024 were $391.3 million and $206.4 million, respectively.

The following table shows the contractual maturities of our debt obligations as of March 31, 2025:

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
GS Revolving Credit Facility	$		196,869	$		—	$		—	$		196,869	$	—
JPM Revolving Credit Facility			149,853			—			—			149,853		—
SMBC Revolving Credit Facility			140,500			—			—			140,500		—
Total Debt Obligations	$		487,222	$		—	$		—	$		487,222	$	—

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Goldman Sachs Revolving Credit Facility

On November 29, 2023, the Company entered into a revolving credit facility (the “GS Revolving Credit Facility”) with the Company as equity holder, BCPC I, LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower (the “BCPC I Borrower”), Goldman Sachs Bank USA, as syndication agent and administrative agent (“Goldman Sachs”), and Computershare Trust Company, N.A., as collateral administrator, collateral agent and collateral custodian (“Computershare”).

The maximum commitment amount under the GS Revolving Credit Facility was $150,000,000. Proceeds of the borrowings under the GS Revolving Credit Facility may be used, among other things, to fund portfolio investments by the BCPC I Borrower and to make advances under delayed draw term loans and revolving loans where the BCPC I Borrower is a lender. Borrowings under the GS Revolving Credit Facility accrue interest at a rate per annum equal to the floating rate applicable to the currency of such borrowings (which, for U.S. dollar-denominated borrowings, is three-month term SOFR), plus an applicable margin of 2.90%. The BCPC I Borrower is required to utilize a minimum percentage of the commitments under the GS Revolving Credit Facility, with unused amounts below such minimum utilization amount accruing a fee at a rate equal to the interest rate for U.S. dollar advances as described above. In addition, the BCPC I Borrower pays a commitment fee of 0.50% per annum on the average daily unused amount of the commitments under the GS Revolving Credit Facility in excess of such minimum utilization amount, in addition to certain other fees as agreed between the BCPC I Borrower and Goldman Sachs.

On March 22, 2024, the BCPC I Borrower entered into a commitment request among BCPC I Borrower and Goldman Sachs, as administrative agent lender, pursuant to the GS Revolving Credit Facility. The commitment request provides for an increase in the aggregate commitments of the lenders under the GS Revolving Credit Facility from $150,000,000 to $175,000,000 through the accordion feature in the GS Revolving Credit Facility. On October 30, 2024, the BCPC I Borrower entered into a new commitment request among BCPC I Borrower and Goldman Sachs, as administrative agent and lender, pursuant to the GS Revolving Credit Facility. The new commitment request provides for an increase in the aggregate commitments of the lenders under the GS Revolving Credit Facility from $175,000,000 to $200,000,000 through the accordion feature in the GS Revolving Credit Facility. The accordion feature in the GS Revolving Credit Facility allows the Company, under certain circumstances, to increase the total size of the facility to a maximum of $250,000,000.

On March 7, 2025, BCPC I Borrower entered into the first amendment (the “GS First Amendment”) to the GS Revolving Credit Facility among the BCPC I Borrower, as borrower, the Company, as equity holder, the lenders from time to time party thereto, Goldman Sachs, as administrative agent and syndication agent, and Computershare, as collateral administrator, collateral agent and collateral custodian.

The GS First Amendment provides for, among other things, (i) an extension of the period during which the BCPC I Borrower may make borrowings under the GS Revolving Credit Facility from November 29, 2026 to November 29, 2027, (ii) an extension of the scheduled maturity date from November 29, 2028 to November 29, 2029, (iii) a decrease in the applicable margin for advances from 2.90% per annum to 2.00% per annum, and (iv) the payment of an administrative agency fee and certain other fees as agreed between the Company and Goldman Sachs.

The GS Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. Upon the occurrence and during the continuation of an event of default, Goldman Sachs may declare the outstanding advances and all other obligations under the GS Revolving Credit Facility immediately due and payable. The BCPC I Borrower’s obligations under the GS Revolving Credit Facility are secured by a first priority security interest in all of the BCPC I Borrower’s portfolio investments and cash.

For the three months ended March 31, 2025 and 2024, the components of interest expense related to the GS Revolving Credit Facility were as follows:

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	For the Three Months Ended March 31,
	2025		2024
Borrowing interest expense	$	3,276	$	2,181
Unused facility fee		17		66
Amortization of deferred financing costs and upfront commitment fees		106		70
Total interest and debt financing expenses	$	3,399	$	2,317

JPM Revolving Credit Facility

On August 21, 2024, the Company entered into a revolving credit facility (the “JPM Revolving Credit Facility”) with the Company as servicer and as parent, BCPC II-J LLC, a Delaware limited liability company and a wholly owned and consolidated subsidiary of the Company, as borrower (the “BCPC II Borrower”), the lenders from time to time party thereto, JPMorgan Chase Bank, National Association, as administrative agent (“JPMorgan”) and Deutsche Bank National Trust Company, as collateral administrator, collateral agent and securities intermediary.

The maximum commitment amount under the JPM Revolving Credit Facility was $150,000,000. Proceeds of the borrowings under the JPM Revolving Credit Facility may be used, among other things, to (i) fund portfolio investments by the BCPC II Borrower and (ii) to make advances under delayed draw term loans and revolving loans where the BCPC II Borrower is a lender. Borrowings under the JPM Revolving Credit Facility accrue interest at a rate per annum equal to the floating rate applicable to the currency of such borrowings (which, for U.S. dollar-denominated borrowings, is three-month term SOFR), plus an applicable margin of 2.30%. The BCPC II Borrower is required to utilize a minimum percentage of the commitments under the JPM Revolving Credit Facility, with unused amounts below such minimum utilization amount accruing a fee at a rate equal to the applicable margin for U.S. dollar advances as described above. The BCPC II Borrower pays a commitment fee of 0.50% per annum on the average daily unused amount of the commitments under the JPM Revolving Credit Facility, in addition to an administrative agency fee and certain other fees as agreed between the BCPC II Borrower and JPMorgan.

On December 13, 2024, the BCPC II Borrower entered into the first amendment (the “JPM First Amendment”) to the JPM Revolving Credit Facility, by and among the BCPC II Borrower, as borrower, the Company, as servicer and as parent, the lenders from time to time party thereto, JPMorgan, as administrative agent, and Deutsche Bank National Trust Company, as collateral agent, as collateral administrator, and as securities intermediary.

The JPM First Amendment provides for, among other things, (i) an increase in the maximum facility amount from $150,000,000 to $250,000,000, (ii) a decrease in the applicable margin for advances from 2.30% per annum to 2.25% per annum, and (iii) the payment of certain fees as agreed between the Company and JPMorgan.

The period during which the BCPC II Borrower may make borrowings under the JPM Revolving Credit Facility expires on August 21, 2027, and the JPM Revolving Credit Facility will mature and all amounts outstanding must be repaid by August 21, 2029.

The JPM Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. Upon the occurrence and during the continuation of an event of default, JPMorgan may declare the outstanding advances and all other obligations under the JPM Revolving Credit Facility immediately due and payable.

The BCPC II Borrower’s obligations under the JPM Revolving Credit Facility are secured by a first priority security interest in all of the BCPC II Borrower’s portfolio investments and cash.

For the three months ended March 31, 2025 and 2024, the components of interest expense related to the JPM Revolving Credit Facility were as follows:

56

	For the Three Months Ended March 31,
	2025		2024
Borrowing interest expense	$	2,034	$	-
Unused facility fee		158		-
Amortization of deferred financing costs and upfront commitment fees		125		-
Total interest and debt financing expenses	$	2,317	$	-

SMBC Revolving Credit Facility

On December 29, 2023, the Company entered into a senior secured revolving credit agreement (as amended, supplemented, amended and restated, or otherwise modified from time to time, the “SMBC Revolving Credit Facility”) as borrower, with Sumitomo Mitsui Banking Corporation, as administrative agent, sole book runner and lead arranger. The SMBC Revolving Credit Facility is effective as of December 29, 2023 (the “Closing Date”).

The facility amount under the SMBC Revolving Credit Facility was $50,000,000 with an accordion provision to permit increases to the total facility amount up to $500,000,000. Proceeds of the loans under the SMBC Revolving Credit Facility may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquiring and funding investments permitted under the SMBC Revolving Credit Facility, and such other uses as permitted under the SMBC Revolving Credit Facility. The maturity date is December 18, 2029.

Interest under the SMBC Revolving Credit Facility is equal to (I) (a) if the borrowing base (as of the most recently delivered borrowing base certificate delivered under the SMBC Revolving Credit Facility) is less than 1.60 times the Combined Debt Amount (as defined in the SMBC Revolving Credit Facility), (i) with respect to any ABR Loan (as defined in the SMBC Revolving Credit Facility), 1.125% per annum; (ii) with respect to any Term Benchmark Loan (as defined in the SMBC Revolving Credit Facility), 2.125% per annum; and (iii) with respect to any RFR Loan (as defined in the SMBC Revolving Credit Facility), 2.125% per annum or (b) if the borrowing base is greater than or equal to 1.60 times the Combined Debt Amount, (i) with respect to any ABR Loan, 1.00% per annum; (ii) with respect to any Term Benchmark Loan, 2.00% per annum; and (iii) with respect to any RFR Loan, 2.00% per annum plus (II) an applicable credit spread adjustment of (a) with respect to any Term Benchmark Loan denominated in Dollars, a flat credit adjustment spread of 0.10%; and (b) with respect to any RFR Loan denominated in Sterling, a flat credit spread adjustment of 0.0326%; provided, however, to the extent the Company does not have an investment grade rating from any nationally recognized rating agency on the nine-month anniversary of the Closing Date, the otherwise Applicable Margin (as defined in the SMBC Revolving Credit Facility) shall be increased by 0.125% per annum until such rating is obtained.

On May 24, 2024, the Company entered into a Commitment Increase Supplement (the “Joinder Agreement”) between the Company and Sumitomo Mitsui Banking Corporation, as increasing lender and administrative agent, pursuant to Section 2.08(e) of the SMBC Revolving Credit Facility among the Company, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks party thereto. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the SMBC Revolving Credit Facility from $50,000,000 to $75,000,000.

On November 13, 2024, the Company entered into the first amendment to the SMBC Revolving Credit Facility (the “SMBC First Amendment”) among the Company, as borrower, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks party thereto, as amended to date, including by the SMBC First Amendment.

Effective as of September 27, 2024, the SMBC First Amendment provides for, among other things, an extension of the period by which the Company must obtain an investment grade rating from a nationally recognized rating agency from nine to twenty-one months following the anniversary of the Closing Date, failure of which would result in an increase in margin by 0.125% per annum until such rating is obtained.

On December 18, 2024, the Company entered into the second amendment to the SMBC Revolving Credit Facility (the “SMBC Second Amendment”) among the Company, as borrower, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks party thereto.

57

The SMBC Second Amendment provides for, among other things, (i) an extension of the revolver availability period from December 2027 to December 2028, (ii) an extension of the scheduled maturity date from December 2028 to December 2029, (iii) an increase of the accordion provision to permit increases of term and revolving commitments to a total facility amount of up to $800,000,000, (iv) an increase of the total facility amount from $75,000,000 to $315,000,000, (v) a reduction of the applicable margin to (A) with respect to any ABR Loan, 1.00% per annum and (B) with respect to any Term Benchmark Loan or RFR Loan, 2.00% per annum, (vi) a reset of the minimum shareholders’ equity test, and (vii) the joinder of new lenders to the SMBC Revolving Credit Facility.

The SMBC Revolving Credit Facility includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature.

For the three months ended March 31, 2025 and 2024, the components of interest expense related to the SMBC Revolving Credit Facility were as follows:

	For the Three Months Ended March 31,
	2025		2024
Borrowing interest expense	$	1,306	$	108
Unused facility fee		219		44
Amortization of deferred financing costs and upfront commitment fees		164		52
Total interest and debt financing expenses	$	1,689	$	204

Note 7. Derivatives

The Company is subject to foreign currency exchange rate risk in the normal course of pursuing its investment objectives. The value of foreign investments held by the Company may be significantly affected by changes in foreign currency exchange rates. The dollar value of a foreign security generally decreases when the value of the dollar rises against the foreign currency in which the security is denominated and tends to increase when the value of the dollar declines against such foreign currency.

The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies, as described in Note 2. Summary of Significant Accounting Policies. The fair value of derivative contracts open as of March 31, 2025 and December 31, 2024 is included on the Consolidated Schedules of Investments by contract. The Company had collateral receivable of $1.2 million and $0.8 million for March 31, 2025 and December 31, 2024, respectively, with the counterparties on foreign currency exchange contracts. Collateral amounts posted are included in collateral on forward currency exchange contracts on the Consolidated Statements of Assets and Liabilities. Collateral payable is included in collateral payable on forward currency exchange contracts on the Consolidated Statements of Assets and Liabilities.

For the three months ended March 31, 2025 and 2024, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $29.1 million and $10.8 million, respectively. By using derivative instruments, the Company is exposed to the counterparty’s credit risk—the risk that derivative counterparties may not perform in accordance with the contractual provisions offset by the value of any collateral received. The Company’s exposure to credit risk associated with counterparty non-performance is limited to collateral posted and the unrealized gains inherent in such transactions that are recognized in the Consolidated Statements of Assets and Liabilities. The Company minimizes counterparty credit risk through credit monitoring procedures, executing master netting arrangements and managing margin and collateral requirements, as appropriate.

The Company presents forward currency exchange contracts on a net basis by counterparty on the Consolidated Statements of Assets and Liabilities. The Company has elected not to offset assets and liabilities in the Consolidated Statements of Assets and Liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.

The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of March 31, 2025:

58

Net amount of

Gross amount of

assets or

Gross amount of

(liabilities)

(liabilities)

Account in the

assets on the

on the

presented on the

consolidated

consolidated

consolidated

consolidated

statements of

statements of

statements of

statements of

Cash collateral

assets

assets and

assets and

assets and

paid

Net

Counterparty

and liabilities

liabilities

liabilities

liabilities

(received) (1)

amounts (2)

Bank of New York

Unrealized depreciation on forward currency exchange contracts

$

333

$

(616

)

$

(283

)

$

-

$

(283

)

(1)Amount excludes excess cash collateral paid.

(2)Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of December 31, 2024:

						Net amount of
				Gross amount of		assets or
		Gross amount of		(liabilities)		(liabilities)
	Account in the	assets on the		on the		presented on the
	consolidated	consolidated		consolidated		consolidated
	statements of	statements of		statements of		statements of		Cash collateral
	assets	assets and		assets and		assets and		paid		Net
Counterparty	and liabilities	liabilities		liabilities		liabilities		(received) (1)		amounts (2)
Bank of New York	Unrealized appreciation on forward currency exchange contracts	$	1,492	$	-	$	1,492	$	-	$	1,492

(1)Amount excludes excess cash collateral paid.

(2)Net amount represents the net amount due (to) from counterparty in the event of default based on the contractual set-off rights under the agreement. Net amount excludes any over-collateralized amounts.

The effect of transactions in derivative instruments to the Consolidated Statements of Operations during the three months ended March 31, 2025 and 2024 was as follows:

	For the Three Months Ended March 31,
	2025			2024
Net realized gain on forward currency exchange contracts	$	746		$	41
Net change in unrealized appreciation on forward currency exchange contracts		(1,775	)		202
Total net realized and unrealized gain (loss) on forward currency exchange contracts	$	(1,029	)	$	243

Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of $1.2 million and $(0.2) million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2025 and 2024, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $(1.0) million, and $0.2 million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.2 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively.

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Note 8. Net Assets

The following table presents transactions in Common Shares during the three months ended March 31, 2025:

	For the Three Months Ended March 31, 2025
	Shares			Amount
Class I:
Proceeds from shares sold		3,823,514		$	97,901
Repurchase of Common Shares		(18,400	)		(473	)
Early repurchase deduction		-			-
Distributions reinvested		78,056			1,999
Net increase		3,883,170		$	99,427

There were no Class S or Class D shares outstanding during the three months ended March 31, 2025.

The following table presents transactions in Common Shares during the three months ended March 31, 2024:

	For the Three Months Ended March 31, 2024
	Shares		Amount
Class I:
Proceeds from shares sold		1,049,861	$	26,145
Repurchase of Common Shares		-		-
Early repurchase deduction		-		-
Distributions reinvested		14,390		359
Net increase		1,064,251	$	26,504

There were no Class S or Class D shares outstanding during the three months ended March 31, 2024.

Net Asset Value per Share and Offering Price

The Company determines NAV for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following tables present each month-end NAV per share for Class I Common Shares during the three months ended March 31, 2025 and 2024:

	NAV Per Share
For the Months Ended	Class I
January 31, 2025	$	25.61
February 28, 2025			25.58
March 31, 2025		25.69

	NAV Per Share
For the Months Ended	Class I
January 31, 2024	$	24.87
February 29, 2024		25.00
March 31, 2024		25.06

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There were no Class S or Class D shares outstanding during the three months ended March 31, 2025 and 2024.

Distributions

The Company declares monthly distribution amounts per share of Class I Common Shares. The following tables present distributions that were declared and payable during the three months ended March 31, 2025 and 2024:

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
January 29, 2025	January 31, 2025	February 28, 2025	$	0.1875	$	2,725
February 24, 2025	February 28, 2025	March 31, 2025		0.1875		3,179
March 17, 2025	March 31, 2025	April 30, 2025		0.1875		3,354
Total distributions declared			$	0.5625	$	9,258

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
January 31, 2024	January 31, 2024	February 29, 2024	$	0.1875	$	892
February 29, 2024	February 29, 2024	March 28, 2024		0.1875		979
March 29, 2024	March 28, 2024	April 30, 2024		0.1875		1,031
Total distributions declared			$	0.5625	$	2,902

There were no Class S or Class D shares outstanding during the three months ended March 31, 2025 and 2024.

The distributions declared during the three months ended March 31, 2025 and 2024 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 the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.

Share Repurchase Program

Subject to the discretion of the Board, we commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the NAV per share for the applicable class of shares on each date of repurchase. Our Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we intend to limit the number of shares to be repurchased to no more than 5% of our outstanding Common Shares as of the last day of the immediately preceding quarter. In the event the number of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. We may choose to offer to repurchase fewer shares than described above, or none at all.

We expect to repurchase shares pursuant to tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at our discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders. We intend to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

61

The following tables summarize the share repurchases completed during the three months ended March 31, 2025 and 2024:

	Percentage of
	Outstanding Shares		Amount		Number of Shares		Percentage of
Repurchase	the Company	Repurchase	Repurchased		Repurchased		Outstanding Shares
Deadline Request	Offered to Repurchase	Pricing Date	(all classes) (1)		(all classes)		Purchased(2)
March 3, 2025	5.00%	March 31, 2025	$	473		18,400	0.10%

(1) Amounts shown are net of early repurchase deduction, if any.
(2) Percentage is based on total shares as of the close of the previous calendar quarter.

	Percentage of
	Outstanding Shares		Amount		Number of Shares		Percentage of
Repurchase	the Company	Repurchase	Repurchased		Repurchased		Outstanding Shares
Deadline Request	Offered to Repurchase	Pricing Date	(all classes) (1)		(all classes)		Purchased(2)
February 29, 2024	5.00%	March 31, 2024	$	-		-	0.00%

(1) Amounts shown are net of early repurchase deduction, if any.
(2) Percentage is based on total shares as of the close of the previous calendar quarter.

Note 9. Commitments and Contingencies

Commitments

The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.

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As of March 31, 2025, the Company had $202.9 million of unfunded commitments under loan and financing agreements as follows:

Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
Advanced Aircrew - Revolver	7/26/2030	$	643
AEG Vision - Delayed Draw	3/27/2027		3,870
Allbridge - Delayed Draw	6/5/2030		2,000
Allbridge - Revolver	6/5/2030		20
Allworth Financial Group, L.P. - Delayed Draw	12/23/2027		3,352
Allworth Financial Group, L.P. - Revolver	12/23/2027		176
AMI - Revolver	10/17/2031		1,898
AOM Infusion - Delayed Draw	3/19/2032		3,814
AOM Infusion - Revolver	3/19/2032		2,670
Appriss - Delayed Draw	3/10/2031		6,344
Appriss - Revolver	3/10/2031		5,667
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027		208
ATS - Revolver	7/12/2029		1,333
Awayday - Revolver	9/6/2030		2,402
Beacon Specialized Living - Delayed Draw	3/25/2028		4,833
Beacon Specialized Living - Revolver	3/27/2028		597
Govineer Solutions (fka Black Mountain) - Delayed Draw	10/7/2030		6,000
Govineer Solutions (fka Black Mountain) - Revolver	10/7/2030		4,000
Blackbird Purchaser, Inc. - Delayed Draw	12/19/2030		912
Blackbird Purchaser, Inc. - Revolver	12/19/2029		894
BTX Precision - Delayed Draw	7/25/2030		4,197
BTX Precision - Delayed Draw	7/25/2030		19
BTX Precision - Revolver	7/25/2030		2,297
Chase Industries, Inc. - Revolver	11/11/2027		303
Chilton - Delayed Draw	2/5/2031		10,277
Chilton - Revolver	2/5/2031		3,276
Choreo - Delayed Draw	2/18/2028		3,750

63

Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
City BBQ - Delayed Draw	9/4/2030	$	7,053
City BBQ - Revolver	9/4/2030		2,519
Concert Golf Partners Holdco LLC - Delayed Draw	4/1/2031		9,823
Cube - Delayed Draw	2/20/2025		78
Discovery Senior Living - Delayed Draw	3/18/2030		3,125
Discovery Senior Living - Revolver	3/18/2030		695
DTIQ - Delayed Draw	9/30/2029		4,199
DTIQ - Revolver	9/30/2029		3,150
Duraco - Revolver	6/6/2029		573
Easy Ice - Delayed Draw	10/30/2030		3,321
Easy Ice - Revolver	10/30/2030		2,101
EHE Health - Revolver	8/7/2030		1,783
Electronic Merchant Systems - Revolver	8/1/2030		814
E-Tech Group - Revolver	4/9/2030		629
Facts Global Energy - Delayed Draw	12/20/2031		588
Facts Global Energy - Revolver	6/20/2031		147
Fiduciaire Jean-Marc Faber (FJMF) - Delayed Draw	2/13/2032		3,856
Fiduciaire Jean-Marc Faber (FJMF) - Delayed Draw	2/13/2032		1,550
Goodfellow - Revolver	2/10/2032		231
Hellers - Delayed Draw	9/27/2030		84
Hempz - Revolver	10/25/2029		2,353
LogRhythm - Revolver	7/2/2029		476
Master ConcessionAir - Delayed Draw	6/21/2029		262
Master ConcessionAir - Revolver	6/21/2029		48
Nafinco - Delayed Draw	8/29/2031		137
Nafinco - Revolver	5/30/2031		63
New Milani Group LLC - Revolver	6/6/2026		2,285
Odyssey Behavioral Health - Revolver	11/21/2030		3,445
OGH Bidco Limited - Delayed Draw	6/29/2029		2,602
Orion - Delayed Draw	3/19/2027		910
Orion - Delayed Draw	3/19/2027		294
Orion - Delayed Draw	3/19/2027		172

64

Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
Orion - Revolver	3/19/2027	$	685
PayRange - Revolver	10/31/2030		843
PCF - Delayed Draw	11/1/2028		572
Pharmacy Partners - Revolver	2/28/2029		2,160
PlentyMarkets - Revolver	9/13/2031		147
PlentyMarkets - Delayed Draw	3/13/2032		1,475
PMA - Revolver	1/31/2031		1,191
Pollo Tropical - Revolver	10/23/2029		696
PPT Group - Delayed Draw	2/28/2031		691
PPT Group - Revolver	2/28/2031		346
PRGX - Delayed Draw	12/20/2030		7,749
Pure Wafer - Delayed Draw	11/12/2030		2,308
Pure Wafer - Revolver	11/12/2030		1,846
R1 RCM Inc. - Delayed Draw	11/19/2031		200
Reconomy - Revolver	7/12/2029		190
Reconomy - Delayed Draw	7/12/2029		354
Red Nucleus - Delayed Draw	10/17/2031		4,225
Red Nucleus - Revolver	10/17/2031		2,260
RedMed Operations (Collage Rehabilitation) - Delayed Draw	2/28/2031		7,323
RedMed Operations (Collage Rehabilitation) - Revolver	2/28/2031		1,611
RetailNext - Revolver	12/5/2030		1,667
RoC Skincare - Revolver	2/21/2030		3,815
Saturn Purchaser Corp. - Revolver	7/22/2030		996
SensorTower - Revolver	3/15/2029		526
Simplicity - Revolver	12/31/2031		2,532
Simplicity - Delayed Draw	12/31/2031		4,253
Solairus - Delayed Draw	7/22/2030		4,004
Spotless Brands - Delayed Draw	7/25/2028		3,623
Vessco Water - Delayed Draw	7/24/2031		2,203
Vessco Water - Revolver	7/24/2031		996
Wealth Enhancement Group (WEG) - Delayed Draw	10/2/2028		307
Wealth Enhancement Group (WEG) - Revolver	10/2/2028		293
WU Holdco, Inc. - Revolver	3/26/2027		415
Zeus Fire & Security - Delayed Draw	12/11/2030		4,009
Zeus Fire & Security - Revolver	12/11/2030		1,227
Total		$	202,856

(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of March 31, 2025.

65

As of December 31, 2024, the Company had $147.4 million of unfunded commitments under loan and financing agreements as follows:

Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Advanced Aircrew Academy, LLC - Revolver	7/26/2030	$		643
AEG Vision - Delayed Draw	3/27/2027			4,500
AEG Vision - Delayed Draw	3/27/2026			1,020
AgroFresh Solutions - Revolver	3/31/2028			98
Alert SRC Newco, LLC - Delayed Draw	12/11/2030			4,091
Alert SRC Newco, LLC - Revolver	12/11/2030			1,227
Allbridge, LLC - Delayed Draw	6/5/2030			2,000
Allbridge, LLC - Revolver	6/5/2030			20
Allworth Financial Group, L.P. - Revolver	12/23/2027			176
Allworth Financial Group, L.P. - Delayed Draw	12/23/2027			3,663
AMI Buyer, Inc - Revolver	10/17/2031			1,727
Apollo Intelligence - Delayed Draw	5/31/2028			1,188
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027			169
Aviation Technical Services, Inc. - Revolver	7/12/2029			2,222
Beacon Specialized Living - Delayed Draw	3/25/2028			5,970
Beacon Specialized Living - Revolver	3/25/2028			597
Blackbird Purchaser, Inc. - Delayed Draw	12/19/2030			1,327
Blackbird Purchaser, Inc. - Revolver	12/29/2029			1,031
Chase Industries, Inc. - Revolver	5/12/2025			388
Choreo - Delayed Draw	2/18/2028			3,750
City Barbeque, LLC - Delayed Draw	9/4/2030			7,053
City Barbeque, LLC - Revolver	9/4/2030			2,519
Concessions Development Group, LLC - Delayed Draw	6/21/2029			410
Cube - Delayed Draw	5/20/2031			78
Cube - First Lien Senior Secured Loan	2/20/2025			22
Discovery Senior Living - Delayed Draw	3/18/2030			3,472
Discovery Senior Living - Revolver	3/18/2030			695
DTIQ Technologies, Inc. - Delayed Draw	9/30/2029			4,199
DTIQ Technologies, Inc. - Revolver	9/30/2029			3,150
Duraco - Revolver	6/6/2029			510
Easy Ice, LLC - Delayed Draw	10/30/2030			4,203
Easy Ice, LLC - Revolver	10/30/2030			2,101
Electronic Merchant Systems, LLC - Revolver	8/1/2030			814
ERA Industries, LLC - Delayed Draw	7/25/2030			1,302
ERA Industries, LLC - Revolver	7/25/2030			2,297
E-Tech Group - Revolver	4/9/2030			731
Fiesta Holdings, LLC - Revolver	10/23/2029			696
Foyle Bidco Limited - Delayed Draw	12/20/2031			883

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Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Foyle Bidco Limited - Delayed Draw	12/20/2031	$		588
Foyle Bidco Limited - Delayed Draw	12/20/2031			635
Foyle Bidco Limited - Revolver	6/20/2031			147
Govineer Solutions, LLC - Delayed Draw	10/7/2030			6,000
Govineer Solutions, LLC - Revolver	10/7/2030			4,000
Helios Service Partners, LLC - Delayed Draw	3/19/2027			910
Helios Service Partners, LLC - Delayed Draw	3/19/2027			294
Helios Service Partners, LLC - Delayed Draw	3/19/2027			227
Helios Service Partners, LLC - Revolver	3/19/2027			685
HLRS Holdco Limited - Delayed Draw	9/27/2030			84
JHCC Holdings, LLC - Delayed Draw	9/9/2027			825
Lagerbox - First Lien Senior Secured Loan	12/20/2028			777
LogRhythm, Inc. - Revolver	7/2/2029			476
New Milani Group LLC - Revolver	6/6/2026			2,285
OGH Bidco Limited - Delayed Draw	6/29/2029			2,527
Orion Midco, LLC - Revolver	11/21/2030			3,445
PayRange, LLC - Revolver	10/31/2030			843
PBIGroup, LLC - Revolver	10/25/2029			2,353
PCF - Delayed Draw	11/1/2028			1,036
Pharmacy Partners - Revolver	2/28/2029			2,160
Pinnacle Acquisition, LLC - Delayed Draw	11/12/2030			2,308
Pinnacle Acquisition, LLC - Revolver	11/12/2030			2,308
PMA Parent Holdings, LLC - Revolver	1/31/2031			1,191
Reconomy - Delayed Draw	7/12/2029			787
RetailNext Holdings, Inc - Revolver	12/5/2030			1,667
RN Enterprises, LLC - Delayed Draw	10/17/2031			4,225
RN Enterprises, LLC - Revolver	10/17/2031			2,353
RoC Skincare - Revolver	2/21/2030			3,815
SensorTower - Revolver	3/15/2029			526
Simplicity - Delayed Draw	12/31/2031			5,063
Simplicity - Revolver	12/31/2031			2,532
Spotless Brands, LLC - Delayed Draw	7/25/2028			4,394
Vacation Rental Brands, LLC - Delayed Draw	9/6/2031			1,775
Vacation Rental Brands, LLC - Revolver	9/6/2030			2,924
Vessco Midco Holdings, LLC - Delayed Draw	7/24/2031			2,203
Vessco Midco Holdings, LLC - Revolver	7/24/2031			996
Vital Purchaser, LLC - Revolver	8/7/2030			1,783
Wealth Enhancement Group (WEG) - Delayed Draw	10/2/2028			1,334
Wealth Enhancement Group (WEG) - Revolver	10/2/2028			293
WPEF IX Bidco 23 B.V. (Fka Keystone Bidco B.V.) - Delayed Draw	8/29/2031			405
WPEF IX Bidco 23 B.V. (Fka Keystone Bidco B.V.) - Revolver	5/30/2031			60
WU Holdco, Inc. - Delayed Draw	3/26/2027			2,533
WU Holdco, Inc. - Revolver	3/26/2027			708
Total		$		147,422

(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2024.

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Contingencies

In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.

Note 10. Financial Highlights

The following is a schedule of financial highlights for the three months ended March 31, 2025 and 2024:

	For the three months ended March 31,
	2025			2024
	Class I
Per share data:
Net asset value at beginning of period	$	25.62		$	24.88
Net investment income (1)		0.59			0.81
Net unrealized and realized gains (losses) (1)(2)(7)		0.04			(0.07	)
Net increase in net assets resulting from operations (1)(8)		0.63			0.74
Distribution declared (3)		(0.56	)		(0.56	)
Net asset value at end of period	$	25.69		$	25.06
Total return (4)		2.49	%		2.98	%
Shares outstanding, end of period		17,872,129			5,495,496
Weighted average shares outstanding		16,410,255			5,152,128
Ratios/Supplemental data:
Net assets at end of period	$	459,077		$	137,705
Ratio of net investment income to average net assets (5)(9)		10.86	%		10.82	%
Ratio of net expenses to average net assets (5)(9)		10.07	%		12.60	%
Portfolio turnover (6)		11.40	%		11.57	%

(1)The per share data was derived by using the weighted average shares outstanding during the period.

(2)The amount shown at this caption is the balancing amount derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio.

(3)The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transactions (refer to Note 8 Net Assets).

(4)Total return based on NAV is calculated as the change in NAV per share during the period, assuming dividends and distributions, including those distributions that have been declared.

(5)The computation of average net assets during the year is based on averaging net assets for the period reported.

(6)Portfolio turnover rate is calculated using the lesser of year-to-date sales or year-to-date purchases over the average of the invested assets at fair value for the years reported.

(7)Net realized gain (loss) includes net realized gain (loss) on investments, net realized gain (loss) on forward currency exchange contracts, and net realized gain (loss) on foreign currency transactions.

(8)Net increase in net assets resulting from operations per share in these financial highlights may be different from the net increase (decrease) in net assets per share on the Consolidated Statements of Operations due to changes in the number of weighted average shares outstanding and the effects of rounding.

(9)For the three months ended March 31, 2025 and 2024, amounts are annualized except for organization costs, incentive fee and expense support received from and recouped by the Advisor. For the three months ended March 31, 2025 and 2024, the total operating expenses to average net assets were 10.07% and 13.17% for Class I, respectively prior to management fee and incentive fee waivers and expense support. Past performance is not a guarantee of future results. Operating expense may vary in the future based on the amount of capital raised, the Advisor's election to continue expense support, and other unpredictable variables.

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Note 11. Subsequent Events

Management has performed an evaluation of subsequent events through May 15, 2025, the date of issuance of the Consolidated Financial Statements. There have been no additional subsequent events that occurred during such period that would require disclosure in or would be required to be recognized in the Consolidated Financial Statements as of March 31, 2025, except as discussed below.

Distribution Declaration

On April 24, 2025, the Board declared net distributions of $0.1875 per Class I share, which are payable on or about May 30, 2025 to shareholders of record as of April 30, 2025.

Share Repurchase

On May 1, 2025, the Company commenced a tender offer to repurchase up to 5% of its Class I shares outstanding as of March 31, 2025 that will close on June 2, 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Forward-Looking Statements” appearing elsewhere in this report.

Overview

The Company is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a BDC under the 1940 Act. We are managed by the Advisor, a subsidiary of Bain Capital Credit. Our Advisor is registered as an investment adviser with the SEC under the Advisers Act. Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). The Company commenced operations on November 28, 2023. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, unitranche, including last-out portions of such loans, and second lien debt, subordinated debt, as well as through select equity investments, investments in strategic joint ventures and, to a lesser extent, corporate bonds.

We are a non-exchange traded, perpetual-life BDC whose shares are not listed for trading on a stock exchange or other securities market. The term “perpetual-life” is used to differentiate our structure from other BDCs who have a finite offering period and/or have a predefined time period to pursue a liquidity event or to wind down the fund. In contrast, in a perpetual-life BDC structure like ours, we expect to offer Common Shares continuously at a price equal the monthly NAV per share and we have an indefinite duration, with no obligation to effect a liquidity event at any time. We generally intend to offer our common shareholders an opportunity to have their shares repurchased on a quarterly basis, subject to an aggregate cap of 5% of shares outstanding. However, the determination to repurchase shares in any given quarter is fully at the discretion of our Board, so investors may not always have access to liquidity when they desire it. See “Risk Factors.”

Our primary focus is capitalizing on opportunities within Bain Capital Credit’s Senior Direct Lending Strategy, as defined below, which seeks to provide risk-adjusted returns and current income to investors by investing primarily in middle-market direct lending opportunities across North America, Europe and Australia and also in other geographic markets. We use the term “middle market” to refer to companies with between $10.0 million and $150.0 million in annual EBITDA. However, we may, from time to time, invest in larger or smaller companies. We focus on (i) senior secured investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender (including “unitranche” loans, which are loans that combine both senior and mezzanine debt) and (ii) mezzanine debt and other junior securities with a focus on downside protection. We generally seek to retain effective voting control in respect of the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We may also invest in mezzanine debt and other junior securities, including common and preferred equity and in secondary purchases of assets or portfolios, on an opportunistic basis, but such investments are not the principal focus of our investment strategy. We may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities. Our debt investments may be at fixed or floating interest rates, and our floating rate investments may utilize one or more reference rates, such as the Secured Overnight Financing Rate (“SOFR”). Our investments are subject to a number of risks.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.

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Leverage may be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.

We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.

Following our initial public offering, the value at which our new Common Shares may be offered, or our Common Shares may be repurchased, will be equal to our monthly NAV per share. In addition, an investment in our Common Shares has limited or no liquidity beyond our share repurchase program, and our share repurchase program can be modified, suspended or terminated at the Board’s discretion. Our Common Shares may be purchased by any investor who meets the minimum suitability requirements described under “Suitability Standards” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Purchases of our Common Shares must be fully funded at the time of subscription.

We have a perpetual life and may continue to take in new capital on a continuous basis at a value generally equal to our NAV per share. We will be continually originating new investments to the extent we raise additional capital. We will also be regularly recycling capital from our existing investors into new investments.

Investments

Our level of investment activity may 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 level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.

As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.

We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.

Revenues

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations. Leverage may be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.

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Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2025 and December 31, 2024, 94.7% and 98.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.

Expenses

Our primary operating expenses include the payment of fees to the Advisor under the Investment Advisory Agreement, our allocable portion of overhead expenses under the Administration Agreement and other operating costs described below. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:

•organization and offering expenses associated with the offering of the Common Shares (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Company’s systems and those of participating broker-dealers, reasonable bona fide due diligence expenses of participating broker- dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees and expenses of the Company’s escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and costs, expenses and reimbursements for travel, meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, broker-dealers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing fee);

•all taxes, fees, costs, and expenses, retainers and/or other payments of accountants, legal counsel, advisors (including tax advisors), administrators, auditors (including with respect to any additional auditing required under The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and any applicable legislation implemented by an EEA Member state in connection with such Directive (the “AIFMD”), investment bankers, administrative agents, paying agents, depositaries, custodians, trustees, sub-custodians, consultants (including individuals consulted through expert network consulting firms), engineers, senior advisors, industry experts, operating partners, deal sourcers (including personnel dedicated to but not employed by the Administrator or its affiliates), and other professionals (including, for the avoidance of doubt, the costs and charges allocable with respect to the provision of internal legal, tax, accounting, technology or other services and professionals related thereto (including secondees and temporary personnel or consultants that may be engaged on short- or long-term arrangements) as deemed appropriate by the Administrator, with the oversight of the Board, where such internal personnel perform services that would be paid by the Company if outside service providers provided the same services); fees, costs, and expenses herein include (x) costs, expenses and fees for hours spent by its in-house attorneys and tax advisers that provide transactional legal advice and/or services to the Company or its portfolio companies on matters related to potential or actual investments and transactions and the ongoing operations of the Company and (y) expenses and fees to provide administrative and accounting services to the Company or its portfolio companies, and expenses, charges and/or related costs incurred directly by the Company or affiliates in connection such services (including overhead related thereto), in each case, (I) that are specifically charged or specifically allocated or attributed by the Administrator, with the oversight of the Board, to the Company or its portfolio companies and (II) provided that any such amounts shall not be greater than what would be paid to an unaffiliated third party for substantially similar advice and/or services);

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•the cost of calculating the Company’s NAV, including the cost of any third-party valuation services;

•the cost of effecting any sales and repurchases of the Common Shares and other securities;

•fees and expenses payable under any managing dealer and selected dealer agreements, if any;

•interest and fees and expenses arising out of all borrowings, guarantees and other financings or derivative transactions (including interest, fees and related legal expenses) made or entered into by the Company, including, but not limited to, the arranging thereof and related legal expenses;

•all fees, costs and expenses of any loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;

•costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Company’s assets for tax or other purposes;

•costs of derivatives and hedging;

•expenses, including travel, entertainment, lodging and meal expenses, incurred by the Advisor, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Company’s rights;

•expenses (including the allocable portions of compensation and out-of-pocket expenses such as travel expenses) or an appropriate portion thereof of employees of the Advisor or its affiliates to the extent such expenses relate to attendance at meetings of the Board or any committees thereof;

•all fees, costs and expenses, if any, incurred by or on behalf of the Company in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including, without limitation any legal, tax, administrative, accounting, travel, meals, accommodations and entertainment, advisory, consulting and printing expenses, reverse termination fees and any liquidated damages, commitment fees that become payable in connection with any proposed investment that is not ultimately made, forfeited deposits or similar payments;

•the allocated costs incurred by the Advisor and the administrator in providing managerial assistance to those portfolio companies that request it;

•all brokerage costs, hedging costs, prime brokerage fees, custodial expenses, agent bank and other bank service fees; private placement fees, commissions, appraisal fees, commitment fees and underwriting costs; costs and expenses of any lenders, investment banks and other financing sources, and other investment costs, fees and expenses actually incurred in connection with evaluating, making, holding, settling, clearing, monitoring or disposing of actual investments (including, without limitation, travel, meals, accommodations and entertainment expenses and any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, any costs or expenses relating to currency conversion in the case of investments denominated in a currency other than U.S. dollars) and expenses arising out of trade settlements (including any delayed compensation expenses);

•investment costs, including all fees, costs and expenses incurred in sourcing, evaluating, developing, negotiating, structuring, trading (including trading errors), settling, monitoring and holding prospective or actual investments or investment strategies including, without limitation, any financing, legal, filing, auditing, tax, accounting, compliance, loan administration, travel,

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meals, accommodations and entertainment, advisory, consulting, engineering, data-related and other professional fees, costs and expenses in connection therewith (to the extent the Advisor is not reimbursed by a prospective or actual issuer of the applicable investment or other third parties or capitalized as part of the acquisition price of the transaction) and any fees, costs and expenses related to the organization or maintenance of any vehicle through which the Company directly or indirectly participates in the acquisition, holding and/or disposition of investments or which otherwise facilitate the Company’s investment activities, including without limitation any travel and accommodations expenses related to such vehicle and the salary and benefits of any personnel (including personnel of Advisor or its affiliates) reasonably necessary and/or

•advisable for the maintenance and operation of such vehicle, or other overhead expenses (including any fees, costs and expenses associated with the leasing of office space (which may be made with one or more affiliates as lessor in connection therewith));

•transfer agent, dividend agent and custodial fees;

•fees and expenses associated with marketing efforts;

•federal and state registration fees, franchise fees, costs associated with an exchange listing (including stock exchange listing fees) and fees payable to rating agencies;

•independent trustees’ fees and expenses including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisors retained by, or at the discretion or for the benefit of, the independent trustees;

•costs of preparing Consolidated Financial Statements and maintaining books and records, costs of Sarbanes-Oxley Act compliance and attestation and costs of preparing and filing reports or other documents with the SEC, Financial Industry Regulatory Authority, Commodity Futures Trading Commission (“CFTC”) and other regulatory bodies and other reporting and compliance costs, including registration and exchange listing and the costs associated with reporting and compliance obligations under the 1940 Act and any other applicable federal and state securities laws, and the compensation of professionals responsible for the foregoing;

•all fees, costs and expenses associated with the preparation and issuance of the Company’s periodic reports and related statements (e.g., Consolidated Financial Statements and tax returns) and other internal and third-party printing (including a flat service fee), publishing (including time spent performing such printing and publishing services) and reporting-related expenses (including other notices and communications) in respect of the Company and its activities (including internal expenses, charges and/or related costs incurred, charged or specifically attributed or allocated by the Company or the Advisor or its affiliates in connection with such provision of services thereby);

•the costs of any reports, proxy statements or other notices to shareholders (including printing and mailing costs) and the costs of any shareholder or trustee meetings;

•proxy voting expenses;

•costs of registration rights granted to certain investors;

•any taxes and/or tax-related interest, fees or other governmental charges (including any penalties incurred where the Advisor lacks sufficient information from third parties to file a timely and complete tax return) levied against the Company and all expenses incurred in connection with any tax audit, investigation, litigation, settlement or review of the Company and the amount of any judgments, fines, remediation or settlements paid in connection therewith;

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•all fees, costs and expenses of any litigation, arbitration or audit involving the Company any vehicle or its portfolio companies and the amount of any judgments, assessments fines, remediations or settlements paid in connection therewith, trustees and officers, liability or other insurance (including costs of title insurance) and indemnification (including advancement of any fees, costs or expenses to persons entitled to indemnification) or extraordinary expense or liability relating to the affairs of the Company;

•all fees, costs and expenses associated with the Company’s information, obtaining and maintaining technology (including the costs of any professional service providers), hardware/software, data-related communication, market data and research (including news and quotation equipment and services and including costs allocated by the Advisor’s or its affiliates’ internal and third-party research groups (which are generally based on time spent, assets under management, usage rates, proportionate holdings or a combination thereof or other reasonable methods determined by the Administrator) and expenses and fees (including compensation costs) charged or specifically attributed or allocated by Advisor and/or its affiliates for data-related services provided to the Company and/or its portfolio companies (including in connection with prospective investments), each including expenses, charges, fees and/or related costs of an internal nature; provided, that any such expenses, charges or related costs shall not be greater than what would be paid to an unaffiliated third party for substantially similar services) reporting costs (which includes notices and other communications and internally allocated charges), and dues and expenses incurred in connection with membership in industry or trade organizations;

•the costs of specialty and custom software for monitoring risk, compliance and the overall portfolio, including any development costs incurred prior to the filing of the Company’s election to be treated as a BDC;

•costs associated with individual or group shareholders;

•fidelity bond, trustees and officers errors and omissions liability insurance and other insurance premiums;

•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying and secretarial and other staff;

•all fees, costs and expenses of winding up and liquidating the Company’s assets;

•extraordinary expenses (such as litigation or indemnification);

•all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings; notices or disclosures related to the Company’s activities (including, without limitation, expenses relating to the preparation and filing of filings required under the Securities Act, TIC Form SLT filings, Internal Revenue Service filings under the Foreign Account Tax Compliance Act and Report of Foreign Bank and Financial Accounts reporting requirements applicable to the Company or reports to be filed with the CFTC, reports, disclosures, filings and notifications prepared in connection with the laws and/or regulations of jurisdictions in which the Company engages in activities, including any notices, reports and/or filings required under the AIFMD, European Securities and Markets Authority and any related regulations, and other regulatory filings, notices or disclosures of the Advisor relating to the Company and its affiliates relating to the Company, and their activities) and/or other regulatory filings, notices or disclosures of the Advisor and its affiliates relating to the Company including those pursuant to applicable disclosure laws and expenses relating to Freedom of Information Act requests, but excluding, for the avoidance of doubt, any expenses incurred for general compliance and regulatory matters that are not related to the Company and its activities;

•costs and expenses (including travel) in connection with the diligence and oversight of the Company’s service providers;

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•costs and expenses, including travel, meals, accommodations, entertainment and other similar expenses, incurred by the Advisor or its affiliates for meetings with existing investors and any broker-dealers, registered investment advisors, financial and other advisors representing such existing investors; and

•all other expenses incurred by the Administrator in connection with administering the Company’s business.

To the extent that expenses to be borne by us are paid by our Advisor, we will generally reimburse our Advisor for such expenses. To the extent the Administrator outsources any of its functions, we will pay the fees associated with such functions on a direct basis without profit to the Administrator. We also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley Act internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by the Board. We incurred expenses related to the Administrator of $0.1 million and $0.0 million for the three months ended March 31, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.1 million and $0.1 million for the three months ended March 31, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Advisor will not be reimbursed to the extent that such reimbursements would cause any distributions to our shareholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our shareholders.

BCSF Advisors, LP, in its capacity as our investment adviser prior to September 28, 2023, and the Advisor advanced all expenses incurred on our behalf through the date on which we broke escrow for our offering.

Leverage

From time to time, we may borrow funds, including under our credit facilities, or issue debt securities or preferred securities to make additional investments or for other purposes. This is known as “leverage” and could increase or decrease returns to our shareholders. The use of borrowed funds or the proceeds of preferred securities offerings to make investments has specific benefits and risks, and all of the costs of borrowing funds or issuing preferred securities are borne by our shareholders. As a BDC, with certain limited exceptions, we may only borrow amounts such that our asset coverage ratio, as defined in the 1940 Act, is in compliance with the ratio for BDCs set forth in the 1940 Act. The Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2025 and December 31, 2024, the Company's asset coverage ratio was 194.2% and 194.8%, respectively.

Our leverage may take the form of revolving or term loans from financial institutions, secured or unsecured bonds, securitization of portions of our investment portfolio via collateralized loan obligations or preferred shares.

Investment Decision Process

The Advisor’s investment process can be broken into five processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval, (4) Portfolio Construction and (5) Portfolio & Risk Management.

Sourcing and Idea Generation

The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with a broad and deep set of global sourcing contacts, enabling the group to generate a large set of middle-market investment opportunities.

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Further enhancing the sourcing capability of the core Private Credit Group are Bain Capital Credit’s industry groups, Trading Desk, and the Bain Capital Special Situations team. The team has extensive contacts with private equity firms. Relationships with banks, a variety of advisors and intermediaries and a handful of unique independent sponsors compose the remainder of the relationships. Through these sourcing efforts the Private Credit Group has built a sustainable deal funnel, which has generated hundreds of opportunities to review annually.

Investment Diligence & Recommendation

Our Advisor utilizes Bain Capital Credit’s bottom-up approach to investing, and it starts with due diligence. The Private Credit Group works with the close support of Bain Capital Credit’s industry groups on performing due diligence. This process typically begins with a detailed review of the offering memorandum as well as Bain Capital Credit’s own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor’s view of the business and plans for it going forward. The team’s diligence work is summarized in investment memorandums and accompanying credit packs. Work product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.

Credit Committee Approval

Given Bain Capital Credit’s broad and diverse range of investment strategies, we tailor our investment decision-making process by strategy to provide a robust and comprehensive discussion of both individual investments and the applicable portfolio(s) under consideration. We believe that this flexible approach provides a rigorous investment decision-making process that allows us to be nimble across a variety of market environments while still maintaining high credit underwriting standards.

Our investments require approval from at least the Private Credit Investment Committee, which includes three Partners in the Private Credit Group as standing members: Michael Ewald, Mike Boyle, and Carolyn Hastings. Ad hoc members may also be included in the Private Credit Investment Committee for certain types of investments.

Portfolio Construction

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

Portfolio & Risk Management

Our Advisor utilizes Bain Capital Credit’s Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor’s expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.

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Portfolio and Investment Activity

During the three months ended March 31, 2025, we invested $271.0 million, including PIK, in 81 portfolio companies, and had $(92.2) million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $178.8 million for the period. Of the $271.0 million invested during the three months ended March 31, 2025, $28.7 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

During the three months ended March 31, 2024, we invested $132.5 million, including PIK, in 37 portfolio companies, and had $14.8 million in aggregate amount of principal repayment and sales, resulting in a net increase in investment of $117.7 million for the period. Of the $132.5 million invested during the three months ended March 31, 2024, $1.7 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.

The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2025 (dollars in thousands):

		As of March 31, 2025
												Weighted Average
												Yield (1)
												at
				Percentage of					Percentage of			Amortized			Market
	Amortized Cost			Total Portfolio			Fair Value		Total Portfolio			Cost			Value
First Lien Senior Secured Loan	$		817,270		91.2	%	$	814,636		90.5	%		9.9	%		9.9	%
Subordinated Debt			43,945		4.9			43,868		4.9			15.3			15.4
Preferred Equity			8,645		1.0			9,464		1.1			9.2			8.9
Equity Interest			10,086		1.1			14,012		1.6		N/A			N/A
Warrants			—		0.0			628		0.1		N/A			N/A
Subordinated Notes in Investment Vehicles (2)			12,740		1.4			12,739		1.4			10.0			10.0
Preferred Equity Interest in Investment Vehicles (2)			10		0.0			41		0.0		N/A			N/A
Equity Interests in Investment Vehicles (2)			3,875		0.4			3,929		0.4		N/A			N/A
Total	$		896,571		100.0	%	$	899,317		100.0	%		10.2	%		10.2	%

(1)Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our shareholders.

(2)Represents debt and equity investment in SLP II.

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2024 (dollars in thousands):

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	As of December 31, 2024
											Weighted Average
											Yield (1)
											at
			Percentage of					Percentage of			Amortized			Market
	Amortized Cost		Total Portfolio			Fair Value		Total Portfolio			Cost			Value
First Lien Senior Secured Loan	$	687,623		95.9	%	$	685,846		95.7	%		11.1	%		11.1	%
Preferred Equity		14,360		2.0			14,694		2.0			13.6			13.6
Equity Interest		9,529		1.3			10,984		1.5			-			-
Subordinated Debt		5,399		0.8			5,147		0.7			13.8			13.8
Warrants		-		-			628		0.1			-			-
Total	$	716,911		100.0	%	$	717,299		100.0	%		11.2	%		11.2	%

(1)Weighted average yields are computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities, divided by (b) the total relevant investments at amortized cost or at fair value, as applicable. The weighted average yield does not represent the total return to our shareholders.

The following table presents certain selected information regarding our investment portfolio as of March 31, 2025:

	As of
	March 31, 2025
Number of portfolio companies		127
Percentage of debt bearing a floating rate (1)		94.7	%
Percentage of debt bearing a fixed rate (1)		5.3	%

(1)Measured on a fair value basis.

The following table presents certain selected information regarding our investment portfolio as of December 31, 2024:

	As of
	December 31, 2024
Number of portfolio companies		86
Percentage of debt bearing a floating rate (1)		98.2	%
Percentage of debt bearing a fixed rate (1)		1.8	%

(1)Measured on a fair value basis.

The following table shows the amortized cost and fair value of our performing and non-accrual investments as of March 31, 2025 (dollars in thousands):

	As of March 31, 2025
		Amortized Cost		Percentage at Amortized Cost				Fair Value		Percentage at Fair Value
Performing	$		881,912		98.4	%	$		888,294		98.8	%
Non-accrual			14,659		1.6				11,023		1.2
Total	$		896,571		100.0	%	$		899,317		100.0	%

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The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2024 (dollars in thousands):

	As of December 31, 2024
		Amortized Cost		Percentage at Amortized Cost				Fair Value		Percentage at Fair Value
Performing	$		716,911		100.0	%	$		717,299		100.0	%
Non-accrual			-		-				-		-
Total	$		716,911		100.0	%	$		717,299		100.0	%

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2025 and December 31, 2024, there was one and zero loans placed on non-accrual in the Company’s portfolio, respectively.

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of March 31, 2025 (dollars in thousands):

	As of March 31, 2025
		Amortized Cost		Percentage of Total				Fair Value		Percentage of Total
First Lien Senior Secured Loan	$		817,270		88.2	%	$		814,636		87.6	%
Subordinated Debt			43,945		4.7				43,868		4.7
Preferred Equity			8,645		0.9				9,464		1.0
Equity Interest			10,086		1.1				14,012		1.5
Warrants			—		0.0				628		0.1
Subordinated Notes in Investment Vehicles (1)			12,740		1.4				12,739		1.4
Preferred Equity Interest in Investment Vehicles (1)			10		0.0				41		0.0
Equity Interests in Investment Vehicles (1)			3,875		0.4				3,929		0.4
Cash and cash equivalents			21,290		2.3				21,290		2.3
Foreign cash			9,072		1.0				9,112		1.0
Restricted cash			50		0.0				50		0.0
Total	$		926,983		100.0	%	$		929,769		100.0	%

(1) Represents debt and equity investment in SLP II.

The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2024 (dollars in thousands):

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	As of December 31, 2024
		Amortized Cost		Percentage of Total				Fair Value		Percentage of Total
First Lien Senior Secured Loan	$		687,623		93.8	%	$		685,846		93.5	%
Preferred Equity			14,360		2.0				14,694		2.0
Equity Interest			9,529		1.3				10,984		1.5
Warrants			-		0.0				628		0.1
Subordinated Debt			5,399		0.7				5,147		0.7
Cash and Cash Equivalents			15,441		2.1				15,441		2.1
Restricted Cash			50		0.0				50		0.0
Foreign Cash			1,006		0.1				898		0.1
Total	$		733,408		100.0	%	$		733,688		100.0	%

Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•assessment of success in adhering to the portfolio company’s business plan and compliance with covenants;

•periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;

•comparisons to our other portfolio companies in the industry, if any;

•attendance at and participation in board meetings or presentations by portfolio companies; and

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

Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.

•An investment is rated 1 if, in the opinion of our Advisor, it is performing above underwriting expectations, and the business trends and risk factors are generally favorable, which may include the performance of the portfolio company or the likelihood of a potential exit.

•An investment is rated 2 if, in the opinion of our Advisor, it is performing as expected at the time of our underwriting and there are generally no concerns about the portfolio company’s performance or ability to meet covenant requirements, interest payments or principal amortization, if applicable. All new investments or acquired investments in new portfolio companies are initially given a rating of 2.

•An investment is rated 3 if, in the opinion of our Advisor, the investment is performing below underwriting expectations and there may be concerns about the portfolio company’s performance or trends in the industry, including as a result of factors such

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as declining performance, non-compliance with debt covenants or delinquency in loan payments (but generally not more than 180 days past due).

•An investment is rated 4 if, in the opinion of our Advisor, the investment is performing materially below underwriting expectations. For debt investments, most of or all of the debt covenants are out of compliance and payments are substantially delinquent. Investments rated 4 are not anticipated to be repaid in full, if applicable, and there is significant risk that we may realize a substantial loss on our investment.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of March 31, 2025 (dollars in thousands):

	As of March 31, 2025
Investment Performance Rating		Fair Value		Percentage of Total			Number of Companies (1)		Percentage of Total
1	$		380		—	%		1		0.8	%
2			887,914		98.8			125		98.4
3			—		—			—		—
4			11,023		1.2			1		0.8
Total	$		899,317		100.0	%		127		100.0	%

(1)Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2024 (dollars in thousands):

	As of December 31, 2024
Investment Performance Rating		Fair Value		Percentage of Total			Number of Companies (1)		Percentage of Total
1	$		70		—	%		1		1.2	%
2			705,331		98.3			84		97.6
3			11,898		1.7			1		1.2
4			—		—			—		—
Total	$		717,299		100.0	%		86		100.0	%

(1)Number of investment rated companies may not agree to total portfolio companies due to investments across investment types and structures.

Bain Capital Senior Loan Program II, LLC

On December 27, 2024, the Company and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program II, LLC (“SLP II”). Pursuant to an amended and restated limited liability company agreement between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP II. Total initial capital commitments to SLP II are $100 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP II will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Investment decisions and all other material decisions in respect of SLP II must be approved by representatives of the Company and Amberstone.

As of March 31, 2025, the Company’s investment in SLP II consisted of subordinated notes of $12.7 million, preferred equity interests of $0.04 million and equity interests of $3.9 million. As of December 31, 2024, SLP II had not commenced operations and the

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Company had no investment in SLP II. The Company and Amberstone each appointed two members to SLP II’s four-person Member Designees’ Committee. All material decisions with respect to SLP II, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP II as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP II due to the allocation of voting rights among SLP II members.

The following table is a summary of SLP II's portfolio at fair value:

	As of
	March 31, 2025
Total investments	$	84,423
Weighted average yield on investments		10.0	%
Number of borrowers in SLP II		17
Largest portfolio company investment	$	5,000
Total of five largest portfolio company investments	$	24,961
Unfunded commitments	$	—

Results of Operations

Our operating results for the three months ended March 31, 2025 and 2024 were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2025			2024
Total investment income	$	21,685		$	8,253
Total expenses, net of fee waivers		11,846			4,097
Net investment income before taxes		9,839			4,156
Less: Income taxes, including excise tax		81			-
Net investment income (loss)		9,758			4,156
Net realized gain (loss)		910			26
Net change in unrealized appreciation		(194	)		(349	)
Net increase in net assets resulting from operations	$	10,474		$	3,833

Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.

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Investment Income

The composition of our investment income for the three months ended March 31, 2025 and 2024 was as follows (dollars in thousands):

		For the Three Months Ended March 31,
		2025			2024
Interest from investments	$		18,938	$		7,206
Dividend income			422			-
PIK income			823			14
Other income			1,502			1,033
Total investment income	$		21,685	$		8,253

Interest income from investments, which includes interest and accretion of discounts and fees, increased to $18.9 million for the three months ended March 31, 2025 from $7.2 million for the three months ended March 31, 2024, due to an increase in investment portfolio size. Dividend income increased to $0.4 million for the three months ended March 31, 2025 from $0.0 million for the three months ended March 31, 2024, due to an increase in investment portfolio size. PIK income increased to $0.8 million for the three months ended March 31, 2025 from $0.0 million for the three months ended March 31, 2024 due to an increase in investment portfolio size. Other income increased to approximately $1.5 million for the three months ended March 31, 2025 from $1.0 million for the three months ended March 31, 2024, primarily due to increases in investment portfolio size and upfront, commitment and closing fees earned on certain investments. As of March 31, 2025, the weighted average yield of our investment portfolio decreased to 10.2% from 11.7% as of March 31, 2024, at amortized cost.

Operating Expenses

The composition of our operating expenses for the three months ended March 31, 2025 and 2024 were as follows (dollars in thousands):

	For the Three Months Ended March 31,
	2025		2024
Interest and debt financing expenses	$	7,405	$	2,521
Incentive fee		1,722		733
Professional fees and operating expenses		257		497
Base management fee		1,586		522
Amortization of deferred offering costs		—		349
Trustee fees		110		108
Organization costs		—		104
Other general and administrative expenses		588		—
Total expenses, before fee waivers	$	11,668	$	4,834
Expense recoupment (support)		178		(737	)
Total expenses, net of fee waivers	$	11,846	$	4,097

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Interest and Debt Financing Expenses

Interest and debt financing expenses on our borrowings totaled approximately $7.4 million and $2.5 million for the three months ended March 31, 2025 and 2024, respectively. The increase was driven by an increase in portfolio and investment activities and entering into the GS Revolving Credit Facility, JPM Revolving Credit Facility and SMBC Revolving Credit Facility. The weighted average principal debt balance outstanding for the three months ended March 31, 2025 and 2024 was $391.3 million and $112.7 million, respectively.

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for three months ended March 31, 2025 and 2024 was 6.8% and 8.1%, respectively.

Management Fee

Management fee (net of waivers) increased to $1.6 million for the three months ended March 31, 2025 from $0.5 million for the three months ended March 31, 2024. Management fee waived for the three months ended March 31, 2025 and 2024, was $0.0 million and $0.0 million, respectively.

Incentive Fee

Incentive fee (net of waivers) was $1.7 million and $0.7 million for the three months ended March 31, 2025 and 2024, respectively. The increase was driven by an increase in pre-incentive fee net investment income due to the increase in portfolio size. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million and $0.0 million for three months ended March 31, 2025 and 2024, respectively. For the three months ended March 31, 2025 and 2024, there were no incentive fees related to the GAAP Incentive Fee (as defined below). There was no capital gains incentive fee payable to the Advisor under the Investment Advisory Agreement as of March 31, 2025 and 2024.

Professional Fees and Other General and Administrative Expenses

Professional fees and other general and administrative expenses increased to $1.0 million for the three months ended March 31, 2025 from $0.6 million for the three months ended March 31, 2024, primarily due to an increase in costs associated with servicing our investment portfolio as investment activities continue to ramp.

Expense Support and Conditional Reimbursement Agreement

We have entered into an Expense Support Agreement with the Advisor. For additional information see Note 5. "Agreements and Related Party Transactions Investment Advisory Agreement". For the three months ended March 31, 2025 the Company did not receive expense support from the Adviser, and repaid the Adviser $0.2 million for expenses previously paid by the Adviser on behalf of the Company. For the three months ended March 31, 2024, the Company received $0.7 million in expense support from the Adviser and did not make any repayments.

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Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the three months ended March 31, 2025 and 2024 (dollars in thousands):

	For the Three Months Ended March 31,
	2025			2024
Net realized gain on investments	$	391		$	23
Net realized loss on investments		(166	)		-
Net realized gain on foreign currency transactions		19			111
Net realized loss on foreign currency transactions		(80	)		(137	)
Net realized loss on foreign currency of debt		-			(12	)
Net realized gain on forward currency exchange contracts		746			41
Net realized gains	$	910		$	26
Change in unrealized appreciation on investments	$	5,799		$	503
Change in unrealized depreciation on investments		(3,441	)		(1,350	)
Net change in unrealized appreciation on investments		2,358			(847	)
Change in unrealized appreciation on foreign currency translation		179			(21	)
Change in unrealized appreciation on forward currency exchange contracts		(1,775	)		202
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts		(1,596	)		181
Change in unrealized appreciation on foreign currency translation on debt		(956	)		317
Net change in unrealized appreciation	$	(194	)	$	(349	)

For the three months ended March 31, 2025, we had net realized gains (losses) on investments of $0.2 million which were primarily driven by full or partial sales or paydowns of our investments. For the three months ended March 31, 2025, we had net realized gains (losses) on foreign currency transactions of $(0.1) million primarily as a result of fluctuations in the EUR, GBP, NZD and AUD exchange rates. For the three months ended March 31, 2025, we had net realized gains (losses) on forward currency contracts of $0.7 million primarily as a result of settling EUR and GBP forward contracts.

For the three months ended March 31, 2025, we had $5.8 million in unrealized appreciation on 80 portfolio company investments, which was offset by $3.4 million in unrealized depreciation on 40 portfolio company investments. Unrealized appreciation for three months ended March 31, 2025 resulted from an increase in fair value, primarily due to positive valuation adjustments. Unrealized depreciation was primarily due to a widening of credit spreads and negative valuation adjustments.

For the three months ended March 31, 2025, unrealized appreciation on forward currency exchange contracts were due to Euro forward contracts. Unrealized appreciation on foreign currency translation was primarily due to foreign exchange translation on foreign denominated debt in the GS Revolving Credit Facility and JPM Revolving Credit Facility.

For the three months ended March 31, 2024, we had net realized gains (losses) on investments of $0.0 million. For the three months ended March 31, 2024, we had net realized gains (losses) on foreign currency transactions of $(0.0) million. For the three months ended March 31, 2024, we had net realized gains (losses) on forward currency contracts of $0.0 million, primarily as a result of settling EUR forward contracts.

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For the three months ended March 31, 2024, we had $0.5 million in unrealized appreciation on 22 portfolio company investments, which was offset by $1.4 million in unrealized depreciation on 40 portfolio company investments. Unrealized depreciation for the three months ended March 31, 2024 resulted from a decrease in fair value, primarily due to widening credit spreads and negative valuation adjustments. Unrealized appreciation was primarily due to positive valuation adjustments.

For the three months ended March 31, 2024, unrealized appreciation of forward currency exchange contracts were due to EUR forward contracts. Unrealized appreciation on foreign currency translation was primarily due to FX translation on foreign dominated debt in the Goldman Sachs Facility.

The following table summarizes the impact of foreign currency for the three months ended March 31, 2025 and 2024 (dollars in thousands)

	For the Three Months Ended March 31,
	2025			2024
Net realized loss on foreign currency of debt	$	-		$	(12	)
Net realized gain on foreign currency transactions		(61	)		(26	)
Net realized gain on forward currency exchange contracts		746			41
Net change in unrealized appreciation on investments due to foreign currency translation		2,053			(450	)
Net change in unrealized appreciation on foreign currency translation		179			(21	)
Net change in unrealized appreciation on forward currency exchange contracts		(1,775	)		202
Net change in unrealized appreciation on debt due to foreign currency		(956	)		317
Foreign currency impact to net increase in net assets resulting from operations	$	186		$	51

Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of $1.2 million and $(0.2) million related to realized and unrealized gains and losses on investments, debt, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2025 and 2024, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $(1.0) million and $0.2 million, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.2 million and $0.1 million for the three months ended March 31, 2025 and 2024 respectively.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the three months ended March 31, 2025 and 2024, the net increase (decrease) in net assets resulting from operations was $10.5 million and $3.8 million, respectively. Based on the weighted average Common Shares outstanding for the three months ended March 31, 2025 and 2024, our per share net increase in net assets resulting from operations was $0.63 and $0.74, respectively.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities (including the GS Revolving Credit Facility, JPM Revolving Credit Facility and the SMBC Revolving Credit Facility), debt issuances and cash flows from operations. We use the net proceeds from the offering to (1) make investments in accordance with our investment strategy and policies, (2) fund repurchases under our share repurchase program, and (3) for general corporate purposes. Generally, our policy is to pay distributions and operating expenses from cash flow from operations, however, we are not restricted from funding these items from proceeds from the offering of Common Shares or other sources and may choose to do so, particularly in the earlier part of the offering.

87

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of March 31, 2025 and December 31, 2024, the Company had $487.2 million and $378.1 million outstanding senior securities, respectively.

As of March 31, 2025 and December 31, 2024, we had $30.5 million and $16.4 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

At March 31, 2025, we had approximately $174.5 million of availability on our SMBC Revolving Credit Facility, $3.1 million of availability on our GS Revolving Credit Facility and $100.1 million of availability on our JPM Revolving Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2024, we had approximately $243.0 million of availability on our SMBC Revolving Credit Facility, $9.9 million of availability on our GS Revolving Credit Facility and $134.0 million of availability on our JPM Revolving Credit Facility, subject to existing terms and regulatory requirements.

For the three months ended March 31, 2025, cash, foreign cash, restricted cash, and cash equivalents increased by $14.1 million. During the three months ended March 31, 2025, we used $180.3 million in cash for operating activities. The increase in cash used for operating activities was primarily related to the purchases of investments of $196.1 million, which was offset by proceeds from principal payments and sales of investments of $7.2 million and a net increase in assets resulting from operations of $10.5 million.

During the three months ended March 31, 2025, we utilized $194.2 million for financing activities, primarily due to borrowings on our GS Revolving Credit Facility, JPM Revolving Credit Facility and SMBC Revolving Credit Facility and proceeds from issuance of Common Shares.

Equity

As of December 31, 2024, the Company had 13,988,959 Class I shares, 0 Class S shares and 0 Class D shares issued and outstanding.

As of March 31, 2025, the Company had 17,872,129 Class I shares, 0 Class S shares and 0 Class D shares issued and outstanding.

Debt

The Company’s outstanding borrowings as of March 31, 2025 and December 31, 2024 were as follows:

	As of March 31, 2025									As of December 31, 2024
		Total Aggregate			Principal						Total Aggregate			Principal
		Principal Amount			Amount			Carrying			Principal Amount			Amount			Carrying
		Committed			Outstanding			Value			Committed			Outstanding			Value
GS Revolving Credit Facility	$		200,000	$		196,869	$		196,869	$		200,000	$		190,060	$		190,060
JPM Revolving Credit Facility			250,000			149,853			149,853			250,000			116,041			116,041
SMBC Revolving Credit Facility			315,000			140,500			140,500			315,000			72,000			72,000
Total Debt	$		765,000	$		487,222	$		487,222	$		765,000	$		378,101	$		378,101

For additional information on our debt obligations see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt”

88

Distribution Policy

The following table summarizes distributions declared during the three months ended March 31, 2025 (dollars in thousands):

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
January 29, 2025	January 31, 2025	February 28, 2025	$	0.1875	$	2,725
February 24, 2025	February 28, 2025	March 31, 2025		0.1875		3,179
March 17, 2025	March 31, 2025	April 30, 2025		0.1875		3,354
Total distributions declared			$	0.5625	$	9,258

The following table summarizes distributions declared during the three months ended March 31, 2024 (dollars in thousands):

			Amount		Total
Date Declared	Record Date	Payment Date	Per Share		Distributions
January 31, 2024	January 31, 2024	February 29, 2024	$	0.1875	$	892
February 29, 2024	February 29, 2024	March 28, 2024		0.1875		979
March 29, 2024	March 28, 2024	April 30, 2024		0.1875		1,031
Total distributions declared			$	0.5625	$	2,902

Distributions to common shareholders are recorded on the record date. To the extent that we have income available, we intend to distribute monthly distributions to our shareholders. Our monthly distributions, if any, will be determined by the Advisor. Any distributions to our shareholders will be declared out of assets legally available for distribution.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following tables reflect the sources of cash distributions on a U.S. GAAP basis that the Company declared on its Common Shares during the three months ended March 31, 2025 and 2024:

	During the Three Months Ended March 31, 2025
	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	-	$	-	$	-	$	-	$	0.56	$	9,258
Net realized gains		-		-		-		-		-		-
Distribution in excess of net investment income		-		-		-		-		-		-
	$	-	$	-	$	-	$	-	$	0.56	$	9,258

	During the Three Months Ended March 31, 2024
	Class S				Class D				Class I
Source of Distribution	Per Share		Amount		Per Share		Amount		Per Share		Amount
Net investment income	$	-	$	-	$	-	$	-	$	0.56	$	2,902
Net realized gains		-		-		-		-		-		-
Distribution in excess of net investment income		-		-		-		-		-		-
	$	-	$	-	$	-	$	-	$	0.56	$	2,902

89

We commenced regular monthly distributions after breaking escrow on November 28, 2023. The Board delegated authority to declare distributions to the Advisor in an aggregate amount up to all of the Company’s (i) taxable earnings; (ii) capital gains; (iii) net proceeds attributable to the repayment or disposition of investments (together with any interest, dividends and other net cash flow in respect of such investments); and (iv) any other amounts legally available for distribution to the extent the officers of the Company deem appropriate (including, if applicable, amounts representing a return of capital); provided each distribution shall not exceed an annualized distribution yield of 10%. Any distributions we make will be at the discretion of our Advisor, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, our distribution rates and payment frequency may vary from time to time and there is no assurance we will pay distributions in any particular amount, if at all.

The per share amount of distributions on Class S, Class D and Class I shares will generally differ because of different class-specific shareholder servicing and/or distribution fees that are deducted from the gross distributions for each share class.

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Code. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our shareholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our shareholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.

The U.S. 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.

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan, which is an “opt-out” distribution reinvestment plan.

Under this plan, shareholders (other than those located in specific states, who are clients of selected participating brokers, as outlined below, or who have elected to “opt out” of the plan) will have their cash distributions automatically reinvested in additional shares of the same class of our Common Shares to which the distribution relates. If a shareholder elects to “opt out,” that shareholder will receive cash distributions. The purchase price for shares purchased under our distribution reinvestment plan will be equal to the then current NAV per share of the relevant class of Common Shares. Shareholders will not pay transaction related charges when purchasing shares under our distribution reinvestment plan, but all outstanding Class S and Class D shares, including those purchased under our distribution reinvestment plan, will be subject to ongoing servicing fees. The U.S. 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.

Share Repurchase Program

Subject to the discretion of the Board, we commenced a share repurchase program pursuant to which we intend to conduct quarterly repurchase offers to allow our shareholders to tender their shares at a price equal to the NAV per share for the applicable class of shares on each date of repurchase. Our Board may amend, suspend or terminate the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter.

90

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we intend to limit the number of shares to be repurchased to no more than 5% of our outstanding Common Shares as of the last day of the immediately preceding quarter. In the event the number of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the share repurchase program, as applicable. We may choose to offer to repurchase fewer shares than described above, or none at all.

We expect to repurchase shares pursuant to tender offers each quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived, at our discretion, in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders. We intend to conduct the repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

The following tables summarize the share repurchases completed during the three months ended March 31, 2025 and 2024:

	Percentage of
	Outstanding Shares		Amount		Number of Shares		Percentage of
Repurchase	the Company	Repurchase	Repurchased		Repurchased		Outstanding Shares
Deadline Request	Offered to Repurchase	Pricing Date	(all classes) (1)		(all classes)		Purchased(2)
March 3, 2025	5.00%	March 31, 2025	$	473		18,400	0.10%

(1)Amounts shown are net of early repurchase deduction, if any.

(2)Percentage is based on total shares as of the close of the previous calendar quarter.

	Percentage of
	Outstanding Shares		Amount		Number of Shares		Percentage of
Repurchase	the Company	Repurchase	Repurchased		Repurchased		Outstanding Shares
Deadline Request	Offered to Repurchase	Pricing Date	(all classes) (1)		(all classes)		Purchased(2)
February 29, 2024	5.00%	March 31, 2024	$	-		-	0.00%

(1)Amounts shown are net of early repurchase deduction, if any.

(2)Percentage is based on total shares as of the close of the previous calendar quarter.

91

Commitments and Off-Balance Sheet Arrangements

As of March 31, 2025, the Company had $202.9 million of unfunded commitments under loan and financing agreements (dollars in thousands):

Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
Advanced Aircrew - Revolver	7/26/2030	$	643
AEG Vision - Delayed Draw	3/27/2027		3,870
Allbridge - Delayed Draw	6/5/2030		2,000
Allbridge - Revolver	6/5/2030		20
Allworth Financial Group, L.P. - Delayed Draw	12/23/2027		3,352
Allworth Financial Group, L.P. - Revolver	12/23/2027		176
AMI - Revolver	10/17/2031		1,898
AOM Infusion - Delayed Draw	3/19/2032		3,814
AOM Infusion - Revolver	3/19/2032		2,670
Appriss - Delayed Draw	3/10/2031		6,344
Appriss - Revolver	3/10/2031		5,667
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027		208
ATS - Revolver	7/12/2029		1,333
Awayday - Revolver	9/6/2030		2,402
Beacon Specialized Living - Delayed Draw	3/25/2028		4,833
Beacon Specialized Living - Revolver	3/27/2028		597
Govineer Solutions (fka Black Mountain) - Delayed Draw	10/7/2030		6,000
Govineer Solutions (fka Black Mountain) - Revolver	10/7/2030		4,000
Blackbird Purchaser, Inc. - Delayed Draw	12/19/2030		912
Blackbird Purchaser, Inc. - Revolver	12/19/2029		894
BTX Precision - Delayed Draw	7/25/2030		4,197
BTX Precision - Delayed Draw	7/25/2030		19
BTX Precision - Revolver	7/25/2030		2,297
Chase Industries, Inc. - Revolver	11/11/2027		303
Chilton - Delayed Draw	2/5/2031		10,277
Chilton - Revolver	2/5/2031		3,276
Choreo - Delayed Draw	2/18/2028		3,750

92

Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
City BBQ - Delayed Draw	9/4/2030	$	7,053
City BBQ - Revolver	9/4/2030		2,519
Concert Golf Partners Holdco LLC - Delayed Draw	4/1/2031		9,823
Cube - Delayed Draw	2/20/2025		78
Discovery Senior Living - Delayed Draw	3/18/2030		3,125
Discovery Senior Living - Revolver	3/18/2030		695
DTIQ - Delayed Draw	9/30/2029		4,199
DTIQ - Revolver	9/30/2029		3,150
Duraco - Revolver	6/6/2029		573
Easy Ice - Delayed Draw	10/30/2030		3,321
Easy Ice - Revolver	10/30/2030		2,101
EHE Health - Revolver	8/7/2030		1,783
Electronic Merchant Systems - Revolver	8/1/2030		814
E-Tech Group - Revolver	4/9/2030		629
Facts Global Energy - Delayed Draw	12/20/2031		588
Facts Global Energy - Revolver	6/20/2031		147
Fiduciaire Jean-Marc Faber (FJMF) - Delayed Draw	2/13/2032		3,856
Fiduciaire Jean-Marc Faber (FJMF) - Delayed Draw	2/13/2032		1,550
Goodfellow - Revolver	2/10/2032		231
Hellers - Delayed Draw	9/27/2030		84
Hempz - Revolver	10/25/2029		2,353
LogRhythm - Revolver	7/2/2029		476
Master ConcessionAir - Delayed Draw	6/21/2029		262
Master ConcessionAir - Revolver	6/21/2029		48
Nafinco - Delayed Draw	8/29/2031		137
Nafinco - Revolver	5/30/2031		63
New Milani Group LLC - Revolver	6/6/2026		2,285
Odyssey Behavioral Health - Revolver	11/21/2030		3,445
OGH Bidco Limited - Delayed Draw	6/29/2029		2,602
Orion - Delayed Draw	3/19/2027		910
Orion - Delayed Draw	3/19/2027		294
Orion - Delayed Draw	3/19/2027		172

93

Portfolio Company & Investment	Expiration Date(1)	Unfunded Commitments(2)
Orion - Revolver	3/19/2027	$	685
PayRange - Revolver	10/31/2030		843
PCF - Delayed Draw	11/1/2028		572
Pharmacy Partners - Revolver	2/28/2029		2,160
PlentyMarkets - Revolver	9/13/2031		147
PlentyMarkets - Delayed Draw	3/13/2032		1,475
PMA - Revolver	1/31/2031		1,191
Pollo Tropical - Revolver	10/23/2029		696
PPT Group - Delayed Draw	2/28/2031		691
PPT Group - Revolver	2/28/2031		346
PRGX - Delayed Draw	12/20/2030		7,749
Pure Wafer - Delayed Draw	11/12/2030		2,308
Pure Wafer - Revolver	11/12/2030		1,846
R1 RCM Inc. - Delayed Draw	11/19/2031		200
Reconomy - Revolver	7/12/2029		190
Reconomy - Delayed Draw	7/12/2029		354
Red Nucleus - Delayed Draw	10/17/2031		4,225
Red Nucleus - Revolver	10/17/2031		2,260
RedMed Operations (Collage Rehabilitation) - Delayed Draw	2/28/2031		7,323
RedMed Operations (Collage Rehabilitation) - Revolver	2/28/2031		1,611
RetailNext - Revolver	12/5/2030		1,667
RoC Skincare - Revolver	2/21/2030		3,815
Saturn Purchaser Corp. - Revolver	7/22/2030		996
SensorTower - Revolver	3/15/2029		526
Simplicity - Revolver	12/31/2031		2,532
Simplicity - Delayed Draw	12/31/2031		4,253
Solairus - Delayed Draw	7/22/2030		4,004
Spotless Brands - Delayed Draw	7/25/2028		3,623
Vessco Water - Delayed Draw	7/24/2031		2,203
Vessco Water - Revolver	7/24/2031		996
Wealth Enhancement Group (WEG) - Delayed Draw	10/2/2028		307
Wealth Enhancement Group (WEG) - Revolver	10/2/2028		293
WU Holdco, Inc. - Revolver	3/26/2027		415
Zeus Fire & Security - Delayed Draw	12/11/2030		4,009
Zeus Fire & Security - Revolver	12/11/2030		1,227
Total		$	202,856

(1) Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2) Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of March 31, 2025.

94

As of December 31, 2024, the Company had $147.4 million of unfunded commitments under loan and financing agreements (dollars in thousands):

Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Advanced Aircrew Academy, LLC - Revolver	7/26/2030	$		643
AEG Vision - Delayed Draw	3/27/2027			4,500
AEG Vision - Delayed Draw	3/27/2026			1,020
AgroFresh Solutions - Revolver	3/31/2028			98
Alert SRC Newco, LLC - Delayed Draw	12/11/2030			4,091
Alert SRC Newco, LLC - Revolver	12/11/2030			1,227
Allbridge, LLC - Delayed Draw	6/5/2030			2,000
Allbridge, LLC - Revolver	6/5/2030			20
Allworth Financial Group, L.P. - Revolver	12/23/2027			176
Allworth Financial Group, L.P. - Delayed Draw	12/23/2027			3,663
AMI Buyer, Inc - Revolver	10/17/2031			1,727
Apollo Intelligence - Delayed Draw	5/31/2028			1,188
ASP-r-pac Acquisition Co LLC - Revolver	12/29/2027			169
Aviation Technical Services, Inc. - Revolver	7/12/2029			2,222
Beacon Specialized Living - Delayed Draw	3/25/2028			5,970
Beacon Specialized Living - Revolver	3/25/2028			597
Blackbird Purchaser, Inc. - Delayed Draw	12/19/2030			1,327
Blackbird Purchaser, Inc. - Revolver	12/29/2029			1,031
Chase Industries, Inc. - Revolver	5/12/2025			388
Choreo - Delayed Draw	2/18/2028			3,750
City Barbeque, LLC - Delayed Draw	9/4/2030			7,053
City Barbeque, LLC - Revolver	9/4/2030			2,519
Concessions Development Group, LLC - Delayed Draw	6/21/2029			410
Cube - Delayed Draw	5/20/2031			78
Cube - First Lien Senior Secured Loan	2/20/2025			22
Discovery Senior Living - Delayed Draw	3/18/2030			3,472
Discovery Senior Living - Revolver	3/18/2030			695
DTIQ Technologies, Inc. - Delayed Draw	9/30/2029			4,199
DTIQ Technologies, Inc. - Revolver	9/30/2029			3,150
Duraco - Revolver	6/6/2029			510
Easy Ice, LLC - Delayed Draw	10/30/2030			4,203
Easy Ice, LLC - Revolver	10/30/2030			2,101
Electronic Merchant Systems, LLC - Revolver	8/1/2030			814
ERA Industries, LLC - Delayed Draw	7/25/2030			1,302
ERA Industries, LLC - Revolver	7/25/2030			2,297
E-Tech Group - Revolver	4/9/2030			731
Fiesta Holdings, LLC - Revolver	10/23/2029			696
Foyle Bidco Limited - Delayed Draw	12/20/2031			883

95

Portfolio Company & Investment	Expiration Date(1)		Unfunded Commitments(2)
Foyle Bidco Limited - Delayed Draw	12/20/2031	$		588
Foyle Bidco Limited - Delayed Draw	12/20/2031			635
Foyle Bidco Limited - Revolver	6/20/2031			147
Govineer Solutions, LLC - Delayed Draw	10/7/2030			6,000
Govineer Solutions, LLC - Revolver	10/7/2030			4,000
Helios Service Partners, LLC - Delayed Draw	3/19/2027			910
Helios Service Partners, LLC - Delayed Draw	3/19/2027			294
Helios Service Partners, LLC - Delayed Draw	3/19/2027			227
Helios Service Partners, LLC - Revolver	3/19/2027			685
HLRS Holdco Limited - Delayed Draw	9/27/2030			84
JHCC Holdings, LLC - Delayed Draw	9/9/2027			825
Lagerbox - First Lien Senior Secured Loan	12/20/2028			777
LogRhythm, Inc. - Revolver	7/2/2029			476
New Milani Group LLC - Revolver	6/6/2026			2,285
OGH Bidco Limited - Delayed Draw	6/29/2029			2,527
Orion Midco, LLC - Revolver	11/21/2030			3,445
PayRange, LLC - Revolver	10/31/2030			843
PBIGroup, LLC - Revolver	10/25/2029			2,353
PCF - Delayed Draw	11/1/2028			1,036
Pharmacy Partners - Revolver	2/28/2029			2,160
Pinnacle Acquisition, LLC - Delayed Draw	11/12/2030			2,308
Pinnacle Acquisition, LLC - Revolver	11/12/2030			2,308
PMA Parent Holdings, LLC - Revolver	1/31/2031			1,191
Reconomy - Delayed Draw	7/12/2029			787
RetailNext Holdings, Inc - Revolver	12/5/2030			1,667
RN Enterprises, LLC - Delayed Draw	10/17/2031			4,225
RN Enterprises, LLC - Revolver	10/17/2031			2,353
RoC Skincare - Revolver	2/21/2030			3,815
SensorTower - Revolver	3/15/2029			526
Simplicity - Delayed Draw	12/31/2031			5,063
Simplicity - Revolver	12/31/2031			2,532
Spotless Brands, LLC - Delayed Draw	7/25/2028			4,394
Vacation Rental Brands, LLC - Delayed Draw	9/6/2031			1,775
Vacation Rental Brands, LLC - Revolver	9/6/2030			2,924
Vessco Midco Holdings, LLC - Delayed Draw	7/24/2031			2,203
Vessco Midco Holdings, LLC - Revolver	7/24/2031			996
Vital Purchaser, LLC - Revolver	8/7/2030			1,783
Wealth Enhancement Group (WEG) - Delayed Draw	10/2/2028			1,334
Wealth Enhancement Group (WEG) - Revolver	10/2/2028			293
WPEF IX Bidco 23 B.V. (Fka Keystone Bidco B.V.) - Delayed Draw	8/29/2031			405
WPEF IX Bidco 23 B.V. (Fka Keystone Bidco B.V.) - Revolver	5/30/2031			60
WU Holdco, Inc. - Delayed Draw	3/26/2027			2,533
WU Holdco, Inc. - Revolver	3/26/2027			708
Total		$		147,422

96

(1)Commitments are generally subject to borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. These amounts may remain outstanding until the commitment period of an applicable loan expires, which may be shorter than its maturity.

(2)Unfunded commitments denominated in currencies other than U.S. dollars have been converted to U.S. dollars using the applicable foreign currency exchange rate as of December 31, 2024.

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.

Other Commitments and Contingencies

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2025, management is not aware of any pending or threatened litigation.

Related-Party Transactions

We entered into a number of business relationships with affiliated or related parties, including the Investment Advisory Agreement and the Administration Agreement.

In addition to the aforementioned agreements, we, our Advisor and certain of our Advisor’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Advisor or its affiliates in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. For additional information, see “Note 5. Agreements and Related Party Transactions” to the Consolidated Financial Statements.

Recent Developments

Distribution Declaration

On April 24, 2025, the Board declared net distributions of $0.1875 per Class I share, which are payable on or about May 30, 2025 to shareholders of record as of April 30, 2025.

Share Repurchase

On May 1, 2025, the Company commenced a tender offer to repurchase up to 5% of its Class I shares outstanding as of March 31, 2025 that will close on June 2, 2025.

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Significant Accounting Estimates and Critical Accounting Policies

Basis of Presentation

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

Use of Estimates

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

Revenue Recognition

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

Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status.

Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.

Valuation of Portfolio Investments

The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.

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Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as valuation designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.

With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:

•The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment;

•Preliminary valuation conclusions are then documented and discussed with the Company’s senior management and the Advisor;

•Generally, investments that constitute a material portion of the Company’s portfolio are periodically reviewed by an independent valuation firm; and

•The Board and Audit Committee provide oversight with respect to the valuation process, including requesting such materials as they deem appropriate.

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

Contractual Obligations

We have entered into the Investment Advisory Agreement with our Advisor. Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Investment Advisory Agreement. Under the Investment Advisory Agreement, we have agreed to pay an annual base management fee as well as an incentive fee based on our investment performance.

On September 28, 2023, the Company entered into the Investment Advisory Agreement with the Advisor. The Investment Advisory Agreement was approved by the Board and sole shareholder on September 28, 2023. In connection with the Company’s entry into the Investment Advisory Agreement, the Company’s prior investment advisory agreement with BCSF Advisors, LP was terminated on September 28, 2023. The Investment Advisory Agreement has the same material terms as the prior investment advisory agreement.

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Pursuant to the Investment Advisory Agreement, the base management fee is calculated at an annual rate of 0.75% (0.1875% per quarter) of our gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding cash and cash equivalents and the incentive fee comprised of two parts, net investment income and capital gains.

We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. The Administration Agreement was approved by our Board on September 28, 2023. We reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley Act internal control assessment. In connection with our entry into the Administration Agreement, the Company’s prior administration agreement with BCSF Advisors, LP (the “Prior Administration Agreement”) was terminated on September 28, 2023. The Administration Agreement has the same material terms as the Prior Administration Agreement.

If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Investment Advisory Agreement and Administration Agreement.

The following table shows the contractual maturities of our debt obligations as of March 31, 2025 (dollars in thousands):

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
GS Revolving Credit Facility	$		196,869	$		—	$		—	$		196,869	$	—
JPM Revolving Credit Facility			149,853			—			—			149,853		—
SMBC Revolving Credit Facility			140,500			—			—			140,500		—
Total Debt Obligations	$		487,222	$		—	$		—	$		487,222	$	—

The following table shows the contractual maturities of our debt obligations as of December 31, 2024 (dollars in thousands):

	Payments Due by Period
				Less than									More than
		Total			1 year			1 — 3 years			3 — 5 years		5 years
GS Revolving Credit Facility	$		190,060	$		-	$		-	$		190,060	$	-
JPM Revolving Credit Facility			116,041			-			-			116,041		-
SMBC Revolving Credit Facility			72,000			-			-			72,000		-
Total Debt Obligations	$		378,101	$		-	$		-	$		378,101	$	-

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Advisor as our valuation designee, subject to the Board’s oversight, using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

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Assuming that the statement of financial condition as of March 31, 2025 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands):

							Net Increase
	Increase			Increase			(Decrease) in Net
	(Decrease) in			(Decrease) in			Investment
Change in Interest Rates	Interest Income			Interest Expense			Income
Down 100 Basis Points	$	(8,095	)	$	(4,872	)	$	(2,659	)
Down 200 Basis Points		(15,958	)		(9,732	)		(5,136	)
Down 300 Basis Points		(23,567	)		(14,584	)		(7,411	)
Up 100 Basis Points		8,140			4,872			2,696
Up 200 Basis Points		16,279			9,744			5,391
Up 300 Basis Points		24,419			14,617			8,087

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure investors that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2025 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as the risk factors set forth in “Risk Factors” of Post-Effective Amendment No. 3 to our registration statement on Form N-2 filed on April 30, 2025, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K and in our registration statement on Form N-2 are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the fiscal quarter ended March 31, 2025, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024 and Post-Effective Amendment No. 3 to our registration statement on Form N-2 filed on April 30, 2025.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

Other than the shares issued pursuant to our distribution reinvestment plan, we did not sell any unregistered equity securities.

Share Repurchases

We have commenced a share repurchase program in which we intend to offer to repurchase, in each quarter, up to 5% of our Common Shares outstanding (by number of shares) as of the close of the previous calendar quarter. Our Board may amend or suspend the share repurchase program at any time if it deems such action to be in our best interest and the best interest of our shareholders, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole. As a result, share repurchases may not be available each quarter. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased by us pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under our share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV.

The following table sets forth information regarding repurchases of shares of our common stock during the three months ended March 31, 2025 (dollars in thousands):

	Percentage of
	Outstanding Shares		Amount		Number of Shares		Percentage of
Repurchase	the Company	Repurchase	Repurchased		Repurchased		Outstanding Shares
Deadline Request	Offered to Repurchase	Pricing Date	(all classes) (1)		(all classes)		Purchased(2)
March 3, 2025	5.00%	March 31, 2025	$	473		18,400	0.10%

(1) Amounts shown are net of early repurchase deduction, if any.
(2) Percentage is based on total shares as of the close of the previous calendar quarter.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2025, none of the trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits, Consolidated Financial Statement Schedules

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).

Exhibit Number	Description of Document
3.1	Third Amended and Restated Declaration of Trust of the Registrant (incorporated by reference to Exhibit (a)(4) to the Registration Statement on Form N-2 (File No. 333-261859), filed on April 30, 2024).
3.2	Bylaws (incorporated by reference to Exhibit (b) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
4.1	Amended and Restated Distribution Reinvestment Plan(incorporated by reference to Exhibit (e) to the Registration Statement on Form N-2 (File No. 333-261859), filed on April 30, 2024).
10.1	Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10-Q (File No. 814-01474) filed on November 14, 2024).
10.2	Investment Advisory Agreement with BCPC Advisors, LP (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.3	Managing Dealer Agreement, dated as of November 4, 2022, by and between the Company and the Emerson Equity LLC (incorporated by reference to Exhibit (h)(1) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.4	Form of Selected Intermediary Agreement (incorporated by reference to Exhibit (h)(2) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.5	Distribution and Servicing Plan (incorporated by reference to Exhibit (h)(3) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.6	Loan Administration and Custodial Agreement (incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.7	Administration Agreement with BCPC Advisors, LP (incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.8	Escrow Agreement, dated as of December 12, 2022, by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit (k)(2) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.9	Services Agreement (incorporated by reference to Exhibit 99.5 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.10	Form of Multiple Class Plan (incorporated by reference to Exhibit (k)(5) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.11	Expense Support and Conditional Reimbursement Agreement with BCPC Advisors, LP (incorporated by reference to Exhibit 99.4 to the Registrant’s Form 8-K (File No. 814-01474), filed on October 3, 2023).
10.12	Subscription Agreement for Seed Capital, dated as of July 12, 2022, by and between the Company and BCSF Advisors, LP (incorporated by reference to Exhibit (p) to the Company’s Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
10.13	Revolving Credit Agreement, dated as of December 29, 2023, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent, Sole Book Runner and Lead Arranger (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form 10-K (File No. 814-01474) filed on March 27, 2024).
10.14	Revolving Credit Agreement, dated as of November 29, 2023, by and among the Company as Equity Holder, BCPC I, LLC as Borrower, with Goldman Sachs Bank USA, as Syndication Agent and Administrative Agent, and Computershare Trust

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Exhibit Number	Description of Document
	Company, N.A., as Collateral Administrator, Collateral Agent and Collateral Custodian (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form 10-K (File No. 814-01474) filed on March 27, 2024).
10.15	New Commitment Request, dated March 22, 2024 by and among BCPC I, LLC, as borrower, and Goldman Sachs Bank USA, as administrative agent and lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.814-01474), filed on March 27, 2024).
10.16	Increasing Lender/Joinder Lender Agreement, dated as of May 24, 2024, pursuant to Section 2.08(e) of the Revolving Credit Agreement, dated as of December 29, 2023, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent, Sole Book Runner and Lead Arranger (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form 10-Q (File No. 814-01474) filed on August 14, 2024).
10.17	New Commitment Request dated October 30, 2024 by and among BCPC I, LLC, as borrower, and Goldman Sachs Bank USA, as administrative agent and lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.814-01474), filed on November 5, 2024).
10.18	Loan and Security Agreement, dated August 21, 2024 by and among the Company, as Servicer and as Parent, BCPC II-J,LLC, as Borrower, JPMorgan Chase Bank, National Association, as Administrative Agent and Deutsche Bank National Trust Company, as Collateral Administrator, Collateral Agent and Securities Intermediary (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10-Q (File No. 814-01474) filed on November 14, 2024).
10.19	First Amendment to Loan and Security Agreement, dated December 13, 2024, by and among the BCPC II-J, LLC, as borrower, the Company, as servicer, Deutsche Bank National Trust Company, as collateral agent, collateral administrator and as securities intermediary, and JPMorgan Chase Bank, National Association, as administrative agent and as a lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 814-01474), filed on December 18, 2024).
10.20	Second Amendment to Senior Secured Revolving Credit Agreement, dated December 18, 2024 by and among the Company, as borrower, Sumitomo Mitsui Banking Corporation, as administrative agent and collateral agent and the lenders and issuing banks party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No.814-01474), filed on December 23, 2024).
10.21	First Amendment to Senior Secured Revolving Credit Agreement, dated as of December 29, 2023, among the Company as borrower, Sumitomo Mitsui Banking Corporation, as administrative agent, and the lenders and issuing banks party thereto (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form 10-K (File No. 814-01474) filed on March 14, 2025).
10.22	Amended and Restated limited liability company agreement between the Company and an entity advised by Amberstone Co., Ltd. (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form 10-K (File No. 814-01474) filed on March 14, 2025).
14	Code of Ethics of the Company and the Advisor (incorporated by reference to Exhibit (r)(1) to Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-261859) filed on December 20, 2022).
24*	Powers of Attorney
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS*	XBRL Instance Document.

106

Exhibit Number	Description of Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bain Capital Private Credit
Date: May 15, 2025	By:	/s/ Michael A. Ewald
	Name:	Michael A. Ewald
	Title:	Chief Executive Officer
Date: May 15, 2025	By:	/s/ Amit Joshi
	Name:	Amit Joshi
	Title:	Chief Financial Officer

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