UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2024

OR

o 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: 814-01520

TPG Twin Brook Capital Income Fund

(Exact name of registrant as specified in its charter)

Delaware	88-6102187
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
245 Park Avenue, 26th Floor, New York, NY	10167
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code): (212) 692-2000

________________________________________________________________

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	None	None

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

Common Shares, par value $0.001 per share

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 x No o

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 x No o

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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
		Emerging growth company	x

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The number of shares of the Registrant’s common shares of beneficial interest (“Common Shares”), $0.001 par value per share, outstanding as of November 12, 2024 was 53,747,323, 3,259,207 and 58,815 of Class I, Class S and Class D Common Shares, respectively. Common Shares outstanding exclude November 1, 2024 subscriptions since the issuance price is not yet finalized at the date of this filing.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Consolidated Statements of Assets and Liabilities as of September 30, 2024 (Unaudited) and December 31, 2023	2
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2024 and 2023 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (Unaudited)	7
	Consolidated Schedules of Investments as of September 30, 2024 (Unaudited) and December 31, 2023	9
	Notes to Consolidated Financial Statements (Unaudited)	54
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	93
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	114
Item 4.	Controls and Procedures	115
PART II	OTHER INFORMATION	116
Item 1.	Legal Proceedings	116
Item 1A.	Risk Factors	116
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	116
Item 3.	Defaults Upon Senior Securities	116
Item 4.	Mine Safety Disclosures	116
Item 5.	Other Information	117
Item 6.	Exhibits	118
Signatures		119

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TPG Twin Brook Capital Income Fund

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)

	September 30, 2024		December 31, 2023
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments at fair value (amortized cost of $2,702,125 and $1,344,384, respectively)	$	2,699,919	$	1,343,705
Non-controlled/affiliated investments at fair value (amortized cost of $70,723 and $50,235, respectively)	78,081		54,714
Cash and cash equivalents (restricted cash of $38,952 and $30,496 as of September 30, 2024 and December 31, 2023, respectively)	102,119		62,706
Deferred financing costs	25,103		9,796
Interest receivable	13,137		6,011
Unrealized gain on derivative contracts	5,803		—
Deferred offering costs	1,095		1,068
Prepaid expenses	907		413
Other assets	150		—
Total assets	$	2,926,314	$	1,478,413
Liabilities
Debt (Note 5)	1,460,751		643,000
Dividend payable	13,350		17,913
Interest payable	15,817		7,824
Income incentive fee payable	5,894		2,794
Management fees payable	4,150		2,329
Accrued expenses and other liabilities payable to affiliate	2,201		2,424
Deferred tax liability	1,924		1,371
Deferred income	1,853		1,367
Unrealized loss on derivative contracts	1,399		44
Capital gains incentive fee payable	318		496
Total liabilities	$	1,507,657	679,562
Commitments and contingencies (Note 8)
Net assets
Common shares $0.001 par value, unlimited shares authorized; 55,691,815 and 31,438,430 shares issued and outstanding, respectively	$	56	$	31
Additional paid-in-capital	1,410,564		794,767
Total distributable earnings (loss)	8,037		4,053
Total net assets	1,418,657		798,851
Total liabilities and net assets	$	2,926,314	$	1,478,413
Net asset value per share	$	25.47	$	25.41

The accompanying notes are an integral part of these consolidated financial statements.

2

TPG Twin Brook Capital Income Fund

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)

	September 30, 2024		December 31, 2023
	(Unaudited)
Net Asset Value per Share
Class I Shares:
Net assets	$	1,338,930	$	768,513
Common shares $0.001 par value, unlimited shares authorized	52,561,994		30,244,520
Net asset value per share	$	25.47	$	25.41
Class S Shares:
Net assets	$	78,583	$	30,015
Common shares $0.001 par value, unlimited shares authorized	3,084,929		1,181,210
Net asset value per share	$	25.47	$	25.41
Class D Shares:
Net assets	$	1,144	$	323
Common shares $0.001 par value, unlimited shares authorized	44,892		12,700
Net asset value per share	$	25.47	$	25.41

The accompanying notes are an integral part of these consolidated financial statements.

3

TPG Twin Brook Capital Income Fund

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Investment income
Investment income from non-controlled, non-affiliated investments:
Interest	$	78,485	$	34,963	$	186,072	$	87,414
Payment-in-kind interest	478		—		1,756		—
Other	1,281		475		4,897		1,734
Total investment income from non-controlled, non-affiliated investments:	80,244		35,438		192,725		89,148
Total investment income	80,244		35,438		192,725		89,148
Expenses
Interest	$	28,603	$	11,770	$	63,730	$	29,087
Income incentive fees(1)	5,545		2,205		13,936		5,790
Management fees(1)	4,150		1,986		10,234		5,396
Professional fees	858		136		1,943		1,409
Other	772		275		1,390		917
Offering costs	326		739		1,042		2,357
Insurance fees	144		147		605		259
Administrative fees(1)	489		383		1,084		1,455
Capital gains incentive fees(1)	115		(178)		169		365
Accounting fees	139		174		449		446
Trustees' fees	62		45		152		134
Distribution and shareholder servicing fees:
Class S	157		—		368		—
Class D	1		—		2		—
Organizational costs	—		—		—		528
Total expenses	41,361		17,682		95,104		48,143
Distribution and shareholder servicing fees waived	(111)		—		(260)		—
Net expenses	41,250		17,682		94,844		48,143
Net investment income (loss) before taxes	$	38,994	$	17,756	$	97,881	$	41,005
Deferred federal tax provision(2)	337		37		553		$	961
Current federal tax(2)	2		—		34		—
Net investment income (loss) after taxes	$	38,655	$	17,719	$	97,294	$	40,044
Net realized and change in unrealized gain (loss) on investment transactions
Net realized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments	369		3		599		(15)
Non-controlled, affiliated investments	514		5		549		5
Foreign currency forward contracts	(9)		—		5		—
Net change in unrealized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments	(441)		(1,415)		(1,527)		(1,216)
Non-controlled, affiliated investments	1,790		(47)		2,879		4,118
Interest rate swaps	(1,387)		—		(1,387)		—
Foreign currency forward contracts	(4)		9		33		9

The accompanying notes are an integral part of these consolidated financial statements.

4

Total net realized and change in unrealized gain (loss) on investment transactions	832		(1,445)		1,151		2,901
Net increase (decrease) in net assets resulting from operations	$	39,487	$	16,274	$	98,445	$	42,945

(1)Refer to Note 6 - Agreements and Related Party Transactions

(2)Related to the Company’s wholly-owned, consolidated subsidiaries, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., which are treated as corporations for United States federal income tax purposes

The accompanying notes are an integral part of these consolidated financial statements.

5

TPG Twin Brook Capital Income Fund

Consolidated Statements of Changes in Net Assets

(Amounts in thousands, except share amounts)

(Unaudited)

	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Increase (decrease) in net assets resulting from operations
Net investment income (loss)	$	38,655	$	17,719	$	97,294	$	40,044
Net realized gain (loss)	874		8		1,153		(10)
Net change in unrealized gain (loss)	(42)		(1,453)		(2)		2,911
Net increase (decrease) in net assets resulting from operations	39,487		16,274		98,445		42,945
Dividends
Class I	(36,045)		(14,824)		(90,763)		(30,944)
Class S	(2,013)		—		(4,660)		—
Class D	(28)		—		(80)		—
Net increase (decrease) in net assets resulting from dividends	(38,086)		(14,824)		(95,503)		(30,944)
Capital share transactions
Class I
Proceeds from shares sold	115,538		106,863		551,935		164,003
Share transfers between classes	—		—		495		—
Distributions reinvested	7,572		734		16,653		1,017
Repurchased shares, net of early repurchase deduction	(970)		—		(1,457)		—
Class S
Proceeds from shares sold	12,415		—		45,879		—
Share transfers between classes	—		—		(105)		—
Distributions reinvested	1,131		—		2,645		—
Repurchased shares, net of early repurchase deduction	—		—		—		—
Class D
Proceeds from shares sold	390		—		1,160		—
Share transfers between classes	—		—		(390)		—
Distributions reinvested	13		—		49		—
Repurchased shares, net of early repurchase deduction	—		—		—		—
Net increase (decrease) in net assets resulting from capital share transactions	136,089		107,597		616,864		165,020
Total increase (decreases) in net assets	137,490		109,047		619,806		177,021
Net assets, at beginning of period	1,281,167		596,869		798,851		528,895
Net assets, at end of period	$	1,418,657	$	705,916	$	1,418,657	$	705,916

The accompanying notes are an integral part of these consolidated financial statements.

6

TPG Twin Brook Capital Income Fund

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	98,445	$	42,945
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gain) loss on investments	(1,148)		10
Net realized (gain) loss on foreign currency forward contracts	(5)		—
Net change in unrealized (appreciation) depreciation on investments	(1,352)		(2,902)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts	(33)		(9)
Net change in unrealized (appreciation) depreciation on interest rate swaps	1,387		—
Net accretion on debt instruments	(8,227)		(3,539)
Net paydown gain on debt instruments	(2,643)		(936)
Interest received in-kind	(1,756)		(283)
Purchases and drawdowns of investments	(1,655,667)		(519,988)
Proceeds from sales and paydowns of investments	291,212		139,749
Net settlements on derivative contracts	5		—
Amortization of deferred financing costs	2,633		1,370
Amortization of deferred offering costs	1,042		2,357
Change in operating assets and liabilities:
(Increase) decrease in interest receivable	(7,126)		1,289
(Increase) decrease in other assets	(150)		—
(Increase) decrease in prepaid expenses	(494)		(325)
Increase (decrease) in interest payable	7,993		3,262
Increase (decrease) in accrued expenses and other liabilities payable to affiliate	(223)		1,303
Increase (decrease) in income incentive fees payable	3,100		793
Increase (decrease) in management fees payable	1,821		589
Increase (decrease) in deferred tax liability	553		1,350
Increase (decrease) in deferred income	486		218
Increase (decrease) in capital gains incentive fees payable	(178)		366
Increase (decrease) in due to affiliate	—		(188)
Net cash used in operating activities	(1,270,325)		(332,569)
Cash flows from financing activities
Dividends paid	(80,719)		(40,162)
Payments for repurchase of common shares	(1,457)		—
Proceeds from issuance of common shares	598,974		153,903
Borrowings on debt	1,725,048		462,363
Payments on debt	(913,100)		(231,911)
Payments for deferred financing costs	(17,939)		(223)
Payments for deferred offering costs	(1,069)		(3,443)
Net cash provided by financing activities	1,309,738		340,527

The accompanying notes are an integral part of these consolidated financial statements.

7

	Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Net change in cash	39,413		7,958
Cash and restricted cash
Cash and restricted cash, beginning of period	62,706		38,509
Cash and restricted cash, end of period	$	102,119	$	46,467
Supplemental and non-cash information
Contributions receivable	$	—	$	10,100
Distributions reinvested	$	19,347	$	1,017
Cash paid during the period for interest	$	51,640	$	24,455
Dividends payable	$	13,350	$	5,472
The following table provides a reconciliation of cash and restricted cash reported within the consolidated statements of assets and liabilities:
Cash	$	63,167	$	16,959
Restricted cash	38,952		29,508
Total cash and restricted cash	$	102,119	$	46,467

The accompanying notes are an integral part of these consolidated financial statements.

8

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

    

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Investments
Non-controlled/non-affiliated senior secured debt
Aerospace and defense
AlphaCoin LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	10.51%	7/29/2024	7/29/2030	$	3,028	$	(29)	$	(29)	0.00	%
AlphaCoin LLC	First lien senior secured revolving loan	S +	5.25%	10.31%	7/29/2024	7/29/2030	4,509		363		363		0.03	%
AlphaCoin LLC	First lien senior secured term loan	S +	5.25%	10.51%	7/29/2024	7/29/2030	20,185		19,783		19,786		1.39	%
Mattco Forge, Inc (6)	First lien senior secured revolving loan	S +	4.75%	9.50%	7/28/2023	12/6/2024	506		(1)		(1)		0.00	%
Mattco Forge, Inc	First lien senior secured term loan	S +	4.75%	9.50%	7/28/2023	1/6/2025	2,064		2,060		2,060		0.15	%
									22,176		22,179		1.57	%
Air freight and logistics
Load One Purchaser Corporation (6)	First lien senior secured revolving loan	S +	6.00%	10.87%	6/21/2022	6/21/2028	$	3,557	$	(43)	$	(40)	0.00	%
Load One Purchaser Corporation	First lien senior secured term loan	S +	6.00%	10.87%	6/21/2022	6/21/2028	14,036		13,844		13,860		0.97	%
Zipline Logistics, LLC	First lien senior secured revolving loan	S +	6.00%	11.32%	9/19/2022	9/19/2027	1,687		1,090		1,093		0.08	%
Zipline Logistics, LLC	First lien senior secured term loan	S +	6.00%	11.51%	9/19/2022	9/19/2027	6,803		6,701		6,707		0.47	%
									21,592		21,620		1.52	%
Auto components
A.P.A. Industries, LLC (6)(9)	First lien senior secured revolving loan	S +	6.00%	10.96%	1/10/2023	1/10/2028	$	1,523	$	(25)	$	(24)	0.00	%
A.P.A. Industries, LLC	First lien senior secured term loan	S +	6.00%	10.96%	1/10/2023	1/10/2028	8,891		8,733		8,741		0.62	%
AvCarb, LLC	First lien senior secured delayed draw term loan	S +	2.00% + 5.00%PIK	11.67%	7/28/2023	11/12/2026	241		237		232		0.02	%
AvCarb, LLC (6)	First lien senior secured revolving loan	S +	2.00% + 5.00% PIK	11.67%	7/28/2023	11/12/2026	38		—		(1)		0.00	%
AvCarb, LLC	First lien senior secured term loan	S +	2.00% + 5.00% PIK	11.67%	7/28/2023	11/12/2026	514		509		495		0.03	%
Bestop, Inc (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.85%	3/29/2024	3/29/2029	6,774		(122)		(102)		(0.01)	%
Bestop, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.85%	3/29/2024	3/29/2029	7,081		(127)		(106)		(0.01)	%
Bestop, Inc	First lien senior secured term loan	S +	5.25%	9.85%	3/29/2024	3/29/2029	44,137		43,307		43,475		3.05	%
Certified Collision Group Acquisition Corp (6)	First lien senior secured revolving loan	S +	5.00%	9.85%	7/28/2023	5/17/2027	19		—		—		0.00	%
Certified Collision Group Acquisition Corp	First lien senior secured term loan	S +	5.00%	9.85%	7/28/2023	5/17/2027	1,106		1,096		1,095		0.08	%
Raneys, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.37%	2/17/2023	6/7/2027	4,838		1,271		1,280		0.09	%
Raneys, LLC	First lien senior secured revolving loan	S +	6.50%	11.44%	6/7/2022	6/7/2027	1,560		1,259		1,258		0.09	%
Raneys, LLC	First lien senior secured term loan	S +	6.50%	11.37%	6/7/2022	6/7/2027	9,227		9,092		9,104		0.64	%
Vehicle Accessories, Inc (6)	First lien senior secured revolving loan	S +	5.25%	10.21%	7/28/2023	11/30/2026	877		(10)		(10)		0.00	%
Vehicle Accessories, Inc	First lien senior secured term loan	S +	5.25%	10.21%	7/28/2023	11/30/2026	11,267		11,146		11,137		0.79	%
									76,366		76,574		5.39	%
Building products
US Anchors Group Inc (6)	First lien senior secured revolving loan	S +	5.00%	9.60%	7/15/2024	7/15/2029	$	3,275	$	(63)	$	(63)	0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

9

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
US Anchors Group Inc	First lien senior secured term loan	S +	5.00%	9.60%	7/15/2024	7/15/2029	17,617		17,275		17,273		1.22	%
									17,212		17,210		1.22	%
Chemicals
AM Buyer, LLC	First lien senior secured revolving loan	S +	6.75%	11.75%	7/28/2023	5/1/2025	$	111	$	79	$	79	0.01	%
AM Buyer, LLC	First lien senior secured term loan	S +	6.75%	11.62%	7/28/2023	5/1/2025	461		460		460		0.03	%
Answer Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.50%	7/28/2023	12/30/2026	759		(9)		(7)		0.00	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.50%	7/28/2023	12/30/2026	1,669		1,658		1,654		0.12	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.50%	1/16/2024	12/30/2026	854		843		846		0.06	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.50%	6/7/2024	12/30/2026	9,948		9,770		9,860		0.70	%
Custom Agronomics Holdings, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.46%	8/30/2022	8/30/2027	2,357		(31)		(32)		0.00	%
Custom Agronomics Holdings, LLC	First lien senior secured term loan	S +	6.50%	11.46%	3/25/2024	8/30/2027	2,523		2,489		2,489		0.18	%
Custom Agronomics Holdings, LLC	First lien senior secured term loan	S +	6.50%	11.46%	8/30/2022	8/30/2027	4,092		4,033		4,037		0.28	%
Polycorp Ltd (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.60%	1/24/2024	1/24/2030	14,860		(132)		(103)		(0.01)	%
Polycorp Ltd (6)	First lien senior secured revolving loan	S +	5.75%	10.60%	1/24/2024	1/24/2030	3,723		(66)		(60)		0.00	%
Polycorp Ltd	First lien senior secured term loan	S +	5.75%	10.60%	1/24/2024	1/24/2030	18,100		17,824		17,795		1.25	%
Teel Plastics, LLC	First lien senior secured revolving loan	P +	4.00%	9.96%	7/28/2023	1/24/2025	324		32		32		—	%
Teel Plastics, LLC	First lien senior secured term loan	S +	5.00%	9.96%	7/28/2023	1/24/2025	1,755		1,755		1,754		0.12	%
									38,705		38,804		2.74	%
Commercial services and supplies
Alliance Environmental Group, LLC	First lien senior secured delayed draw term loan	S +	6.00% PIK	12.55%	7/28/2023	12/30/2027	$	56	$	56	$	48	0.00	%
Alliance Environmental Group, LLC	First lien senior secured revolving loan	P +	5.00%	11.55%	7/28/2023	12/30/2027	38		37		32		—	%
Alliance Environmental Group, LLC	First lien senior secured term loan	S +	6.00% PIK	12.05%	7/28/2023	12/30/2027	2,246		2,205		1,892		0.13	%
CARDS Acquisition, Inc (6)	First lien senior secured delayed draw term loan	S +	5.25%	10.35%	8/12/2024	8/12/2029	23,837		(463)		(463)		(0.03)	%
CARDS Acquisition, Inc	First lien senior secured revolving loan	S +	5.25%	10.25%	8/12/2024	8/12/2029	8,843		2,375		2,375		0.17	%
CARDS Acquisition, Inc	First lien senior secured term loan	S +	5.25%	10.35%	8/12/2024	8/12/2029	41,317		40,507		40,502		2.85	%
Edko Acquisition, LLC (10)	First lien senior secured revolving loan	S +	6.00%	10.87%	7/28/2023	6/25/2026	38		11		11		0.00	%
Edko Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	6/25/2026	1,111		1,103		1,100		0.08	%
Franchise Fastlane, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.76%	7/28/2023	5/2/2027	15		—		—		0.00	%
Franchise Fastlane, LLC	First lien senior secured term loan	S +	5.25%	10.76%	7/28/2023	5/2/2027	1,121		1,112		1,109		0.08	%
Gold Medal Holdings, Inc (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.35%	6/14/2024	3/17/2027	2,831		(25)		(21)		0.00	%
Gold Medal Holdings, Inc (11)	First lien senior secured revolving loan	S +	5.75%	10.37%	7/28/2023	3/17/2027	1,444		276		278		0.02	%
Gold Medal Holdings, Inc	First lien senior secured term loan	S +	5.75%	10.35%	7/28/2023	3/17/2027	12,117		12,007		12,026		0.85	%
Green Monster Acquisition, LLC	First lien senior secured revolving loan	S +	6.00%	11.32%	7/28/2023	12/28/2026	38		37		37		0.00	%
Green Monster Acquisition, LLC	First lien senior secured term loan	S +	6.00%	11.32%	7/28/2023	12/28/2026	1,149		1,141		1,137		0.08	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.21%	7/28/2023	3/31/2028	94		94		93		0.01	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.21%	10/6/2023	3/31/2028	353		347		351		0.02	%

The accompanying notes are an integral part of these consolidated financial statements.

10

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
HLSG Intermediate, LLC	First lien senior secured revolving loan	S +	6.25%	11.21%	7/28/2023	3/31/2028	60		43		43		0.00	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	6.25%	11.21%	7/28/2023	3/31/2028	987		984		981		0.07	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	6.25%	11.21%	10/6/2023	3/31/2028	640		629		637		0.04	%
Industrial Air Flow Dynamics, Inc (6)	First lien senior secured revolving loan	S +	6.25%	11.63%	8/5/2022	8/5/2028	2,537		(33)		(29)		0.00	%
Industrial Air Flow Dynamics, Inc	First lien senior secured term loan	S +	6.25%	11.63%	8/5/2022	8/5/2028	18,508		18,255		18,297		1.29	%
Nimlok Company, LLC (6)(12)	First lien senior secured revolving loan	S +	5.50%	10.37%	7/28/2023	11/27/2025	320		(1)		(2)		0.00	%
Nimlok Company, LLC	First lien senior secured term loan	S +	5.50%	10.37%	7/28/2023	11/27/2025	1,868		1,861		1,858		0.13	%
Nimlok Company, LLC	First lien senior secured term loan	S +	5.50%	11.01%	5/1/2024	11/27/2025	3,849		3,828		3,828		0.27	%
Polaris Labs Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.19%	9/17/2024	9/17/2029	2,123		(42)		(42)		0.00	%
Polaris Labs Acquisition, LLC	First lien senior secured term loan	S +	5.25%	10.19%	9/17/2024	9/17/2029	6,458		6,330		6,329		0.45	%
PRA Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.25%	7/28/2023	5/12/2028	56		(1)		(1)		0.00	%
PRA Acquisition, LLC	First lien senior secured term loan	S +	6.50%	11.25%	7/28/2023	5/12/2028	599		587		586		0.04	%
Quality Liaison Services of North America, Inc (6)	First lien senior secured revolving loan	S +	6.00%	11.40%	5/2/2023	5/2/2028	1,629		(29)		(28)		0.00	%
Quality Liaison Services of North America, Inc	First lien senior secured term loan	S +	6.00%	11.40%	5/2/2023	5/2/2028	12,596		12,364		12,377		0.87	%
Steel City Wash, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.87%	7/28/2023	12/27/2026	140		140		140		0.01	%
Steel City Wash, LLC	First lien senior secured revolving loan	S +	6.00%	10.87%	7/28/2023	12/27/2026	38		21		22		0.00	%
Steel City Wash, LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	12/27/2026	5,571		5,533		5,544		0.39	%
									111,289		111,047		7.82	%
Construction and engineering
BCI Burke Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.37%	7/28/2023	12/14/2027	$	124	$	17	$	17	0.00	%
BCI Burke Holding Corp (6)	First lien senior secured revolving loan	S +	5.50%	10.37%	7/28/2023	12/14/2027	79		(1)		(1)		0.00	%
BCI Burke Holding Corp	First lien senior secured term loan	S +	5.50%	10.37%	7/28/2023	12/14/2027	666		663		661		0.05	%
CPS HVAC Group, LLC	First lien senior secured delayed draw term loan	P +	5.75%	13.75%	7/28/2023	12/15/2026	34		33		33		0.00	%
CPS HVAC Group, LLC	First lien senior secured revolving loan	P +	5.75%	12.84%	7/28/2023	12/15/2026	38		30		30		0.00	%
CPS HVAC Group, LLC	First lien senior secured term loan	P +	5.75%	13.75%	7/28/2023	12/15/2026	268		261		260		0.02	%
Domino Equipment Company, LLC	First lien senior secured revolving loan	S +	6.50%	11.79%	7/28/2023	4/1/2026	83		81		33		0.00	%
Domino Equipment Company, LLC	First lien senior secured term loan	S +	6.50%	12.01%	7/28/2023	4/1/2026	567		556		226		0.02	%
Highland Acquisition, Inc	First lien senior secured revolving loan	S +	5.25%	10.10%	7/28/2023	3/9/2027	2,213		411		410		0.03	%
Highland Acquisition, Inc	First lien senior secured term loan	S +	5.25%	10.16%	7/28/2023	3/9/2027	10,849		10,692		10,689		0.75	%
Ironhorse Purchaser, LLC	First lien senior secured delayed draw term loan	S +	5.25%	10.10%	9/30/2022	9/30/2027	9,248		9,139		9,146		0.64	%
Ironhorse Purchaser, LLC (13)	First lien senior secured revolving loan	S +	5.25%	10.10%	9/30/2022	9/30/2027	5,813		2,242		2,260		0.16	%
Ironhorse Purchaser, LLC	First lien senior secured term loan	S +	5.25%	10.10%	9/30/2022	9/30/2027	30,069		29,668		29,706		2.09	%
Rose Paving, LLC	First lien senior secured revolving loan	S +	5.50%	11.05%	11/7/2022	11/7/2028	5,055		3,882		3,888		0.27	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.50%	10.90%	11/7/2022	11/7/2028	17,295		16,982		17,013		1.20	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.50%	10.90%	5/1/2024	11/7/2028	1,790		1,757		1,761		0.12	%
									76,413		76,132		5.35	%
Containers and packaging
Bulk Lift International, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.12%	7/28/2023	11/15/2027	$	126	$	125	$	124	0.01	%

The accompanying notes are an integral part of these consolidated financial statements.

11

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)			Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Bulk Lift International, LLC (6)	First lien senior secured revolving loan	S +	6.25%		11.12%	11/15/2022	11/15/2027	1,801		(31)		(32)		0.00	%
Bulk Lift International, LLC	First lien senior secured term loan	S +	6.25%		11.12%	11/15/2022	11/15/2027	8,145		7,990		8,000		0.56	%
Innovative FlexPak, LLC (8)	First lien senior secured revolving loan	P +	7.00%		12.85%	7/28/2023	1/23/2025	627		361		193		0.01	%
Innovative FlexPak, LLC (8)	First lien senior secured term loan	S +	7.00%		11.96%	7/28/2023	1/23/2025	2,616		2,274		1,569		0.11	%
Innovative FlexPak, LLC (8)	First lien senior secured term loan	20.00% PIK			20.00%	7/28/2023	1/23/2025	700		567		420		0.03	%
Johns Byrne LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%		10.60%	8/31/2023	8/31/2029	2,578		(52)		(50)		0.00	%
Johns Byrne LLC (6)	First lien senior secured revolving loan	S +	6.00%		10.60%	8/31/2023	8/31/2029	1,460		(30)		(28)		0.00	%
Johns Byrne LLC	First lien senior secured term loan	S +	6.00%		10.60%	8/31/2023	8/31/2029	9,571		9,369		9,377		0.66	%
K-1 Packaging Group LLC (6)	First lien senior secured revolving loan	S +	6.25%		11.12%	10/6/2022	10/6/2027	6,748		(102)		(96)		(0.01)	%
K-1 Packaging Group LLC	First lien senior secured term loan	S +	6.25%		11.12%	10/6/2022	10/6/2027	31,107		30,576		30,628		2.16	%
MRC Keeler Acquisition LLC	First lien senior secured delayed draw term loan	S +	6.00% + 0.50% PIK		11.25%	7/28/2023	12/4/2025	4		4		4		0.00	%
MRC Keeler Acquisition LLC (6)	First lien senior secured revolving loan	S +	6.00	%	10.75%	7/28/2023	12/4/2025	150		(1)		(7)		0.00	%
MRC Keeler Acquisition LLC	First lien senior secured term loan	S +	6.00% + 0.50% PIK		11.25%	7/28/2023	12/4/2025	907		902		867		0.06	%
Sixarp, LLC (6)	First lien senior secured revolving loan	S +	5.75%		10.62%	8/5/2022	8/5/2027	3,732		(42)		(39)		0.00	%
Sixarp, LLC	First lien senior secured term loan	S +	5.75%		10.62%	8/5/2022	8/5/2027	19,478		19,213		19,235		1.36	%
Vanguard Packaging, LLC	First lien senior secured revolving loan	S +	5.00%		9.92%	3/29/2024	8/9/2026	4,408		562		568		0.04	%
Vanguard Packaging, LLC	First lien senior secured term loan	S +	5.00%		9.96%	3/29/2024	8/9/2026	10,226		10,164		10,175		0.72	%
										81,849		80,908		5.71	%
Distributors
RTP Acquisition, LLC	First lien senior secured revolving loan	S +	6.75%		11.71%	7/28/2023	8/17/2026	$	38	$	37	$	36	0.00	%
RTP Acquisition, LLC	First lien senior secured term loan	S +	6.75%		12.26%	7/28/2023	8/17/2026	2,700		2,667		2,627		0.19	%
										2,704		2,663		0.19	%
Diversified consumer services
50Floor, LLC	First lien senior secured revolving loan	S +	3.00%		7.75%	7/28/2023	3/31/2028	$	206	$	4	$	(27)	0.00	%
50Floor, LLC	First lien senior secured term loan	S +	3.00%		7.75%	7/28/2023	3/31/2028	1,035		1,014		872		0.06	%
ACES Intermediate, Inc	First lien senior secured revolving loan	S +	5.50%		10.58%	7/27/2022	7/27/2027	7,114		631		637		0.04	%
ACES Intermediate, Inc	First lien senior secured term loan	S +	5.50%		10.46%	7/27/2022	7/27/2027	30,465		30,082		30,103		2.12	%
CL Services Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.25%		11.32%	4/25/2023	4/25/2028	7,219		5,503		5,509		0.39	%
CL Services Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%		11.65%	5/7/2024	4/25/2028	8,474		(152)		(162)		(0.01)	%
CL Services Acquisition, LLC	First lien senior secured revolving loan	S +	6.25%		11.00%	4/25/2023	4/25/2028	1,629		619		620		0.04	%
CL Services Acquisition, LLC	First lien senior secured term loan	S +	6.25%		11.65%	4/25/2023	4/25/2028	10,144		9,919		9,950		0.70	%
Esquire Deposition Solutions, LLC	First lien senior secured delayed draw term loan	S +	5.25%		9.85%	9/20/2023	12/30/2027	6,984		6,850		6,885		0.49	%
Esquire Deposition Solutions, LLC	First lien senior secured delayed draw term loan	S +	5.25%		9.85%	12/30/2022	12/30/2027	6,758		6,643		6,663		0.47	%
Esquire Deposition Solutions, LLC (6)	First lien senior secured revolving loan	S +	5.25%		9.85%	12/30/2022	12/30/2028	7,666		(130)		(108)		(0.01)	%

The accompanying notes are an integral part of these consolidated financial statements.

12

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)			Interest Rate		Purchase Date	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
Esquire Deposition Solutions, LLC	First lien senior secured term loan	S +	5.25%		9.85%		12/30/2022	12/30/2028	48,355	47,522	47,672	3.36	%
Harley Exteriors Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%		10.74%		8/2/2024	8/1/2029	3,929	(76)	(76)	(0.01)	%
Harley Exteriors Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%		10.74%		8/2/2024	8/2/2029	1,322	(26)	(26)	—	%
Harley Exteriors Acquisition, LLC	First lien senior secured term loan	S +	5.50%		10.74%		8/2/2024	8/2/2029	8,546	8,379	8,378	0.59	%
Home Brands Group Holdings, Inc (6)	First lien senior secured revolving loan	S +	4.75%		9.70%		7/28/2023	11/8/2026	48	—	—	0.00	%
Home Brands Group Holdings, Inc	First lien senior secured term loan	S +	4.75%		9.70%		7/28/2023	11/8/2026	1,617	1,608	1,604	0.11	%
HTI Intermediate, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%		10.02%		3/1/2024	3/1/2030	2,354	(21)	(16)	0.00	%
HTI Intermediate, LLC	First lien senior secured revolving loan	S +	5.00%		9.99%		3/1/2024	3/1/2030	1,573	129	131	0.01	%
HTI Intermediate, LLC	First lien senior secured term loan	S +	5.00%		10.02%		3/1/2024	3/1/2030	5,072	4,976	4,988	0.35	%
ISSA, LLC	First lien senior secured revolving loan	S +	6.25%		11.08%		7/28/2023	3/1/2027	131	113	113	0.01	%
ISSA, LLC	First lien senior secured term loan	S +	6.25%		11.12%		7/28/2023	3/1/2027	1,843	1,826	1,824	0.13	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%		11.48%		11/13/2023	12/29/2026	86	86	86	0.01	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%		11.13%		7/28/2023	12/29/2026	7,040	5,772	5,811	0.41	%
Juniper Landscaping Holdings LLC (14)	First lien senior secured revolving loan	S +	6.25%		11.12%		7/28/2023	12/29/2026	820	125	129	0.01	%
Juniper Landscaping Holdings LLC	First lien senior secured term loan	S +	6.25%		11.12%		7/28/2023	12/29/2026	3,009	2,975	2,981	0.21	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured delayed draw term loan	S +	5.75%		10.50%		10/24/2023	10/24/2028	4,578	4,466	4,470	0.32	%
Lawn Care Holdings Purchaser, Inc (6)	First lien senior secured revolving loan	S +	5.75%		10.50%		10/24/2023	10/24/2028	828	(20)	(20)	0.00	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured term loan	S +	5.75%		10.50%		10/24/2023	10/24/2028	2,894	2,815	2,823	0.20	%
PPW Acquisition, LLC	First lien senior secured revolving loan	P +	5.75	%	12.33%		7/28/2023	9/30/2026	38	16	15	0.00	%
PPW Acquisition, LLC	First lien senior secured term loan	S +	4.25% + 2.50% PIK		11.62%		7/28/2023	9/30/2026	610	598	577	0.04	%
Premier Early Childhood Education Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.86%		11/22/2023	11/22/2028	10,946	10,577	10,613	0.75	%
Premier Early Childhood Education Partners LLC (6)	First lien senior secured delayed draw term loan	P +	5.00%		13.00	%	9/25/2024	11/22/2028	9,048	(158)	(158)	(0.01)	%
Premier Early Childhood Education Partners LLC	First lien senior secured revolving loan	P +	5.00%		13.00%		11/22/2023	11/22/2028	1,380	799	804	0.06	%
Premier Early Childhood Education Partners LLC	First lien senior secured term loan	S +	6.00%		10.96%		11/22/2023	11/22/2028	8,250	8,073	8,106	0.57	%
TSR Concrete Coatings, LLC	First lien senior secured revolving loan	P +	5.00%		11.44%		9/22/2023	9/22/2028	1,534	966	968	0.07	%
TSR Concrete Coatings, LLC	First lien senior secured term loan	S +	6.00%		10.75%		9/22/2023	9/22/2028	6,164	6,035	6,041	0.43	%
United Land Services Opco Parent, LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.87%		7/28/2023	3/23/2026	1,052	1,044	1,040	0.07	%
United Land Services Opco Parent, LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.87%		7/28/2023	3/23/2026	558	334	333	0.02	%
United Land Services Opco Parent, LLC (6)(15)	First lien senior secured revolving loan	S +	6.00%		10.87%		7/28/2023	3/23/2026	150	(1)	(2)	—	%
United Land Services Opco Parent, LLC	First lien senior secured term loan	S +	6.00%		10.87%		7/28/2023	3/23/2026	353	350	349	0.02	%
Yard-Nique, Inc	First lien senior secured delayed draw term loan	S +	7.00%		11.75%		8/8/2022	4/30/2026	2,575	2,560	2,559	0.18	%
Yard-Nique, Inc	First lien senior secured revolving loan	S +	5.00%		9.75%		8/8/2022	4/30/2026	1,947	1,287	1,298	0.09	%
Yard-Nique, Inc	First lien senior secured term loan	S +	7.00%		11.75%		8/8/2022	4/30/2026	7,018	6,968	6,975	0.49	%

The accompanying notes are an integral part of these consolidated financial statements.

13

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
									181,080		181,332		12.78	%
Electrical equipment
AEP Passion Intermediate Holdings, Inc	First lien senior secured delayed draw term loan	S +	6.50%	11.25%	7/28/2023	10/5/2027	$	70	$	69	$	69	0.00	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured revolving loan	P +	5.50%	12.28%	7/28/2023	10/5/2027	48		45		45		—	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured term loan	S +	6.50%	11.71%	7/28/2023	10/5/2027	1,258		1,238		1,234		0.09	%
BPCP NSA Intermedco, Inc	First lien senior secured delayed draw term loan	S +	4.75%	9.60%	5/17/2024	5/17/2030	12,280		1,738		1,779		0.13	%
BPCP NSA Intermedco, Inc	First lien senior secured revolving loan	S +	4.75%	9.74%	5/17/2024	5/17/2030	5,930		420		432		0.03	%
BPCP NSA Intermedco, Inc	First lien senior secured term loan	S +	4.75%	9.60%	5/17/2024	5/17/2030	35,101		34,600		34,668		2.43	%
WCI Volt Purchaser, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.21%	9/15/2022	9/15/2028	2,249		(30)		(27)		0.00	%
WCI Volt Purchaser, LLC	First lien senior secured term loan	S +	5.25%	10.21%	9/15/2022	9/15/2028	8,953		8,824		8,835		0.62	%
									46,904		47,035		3.30	%
Electronic equipment, instruments and components
Advanced Lighting Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.96%	7/28/2023	11/22/2025	$	324	$	—	$	—	0.00	%
Advanced Lighting Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.96%	7/28/2023	11/22/2025	1,101		1,101		1,100		0.08	%
ITSavvy LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.20%	8/15/2022	8/8/2028	1,778		(11)		(9)		0.00	%
ITSavvy LLC	First lien senior secured term loan	S +	5.25%	10.20%	8/15/2022	8/8/2028	11,711		11,633		11,648		0.82	%
Nelson Name Plate Company	First lien senior secured delayed draw term loan	S +	5.75%	10.62%	7/28/2023	10/18/2026	117		116		116		0.01	%
Nelson Name Plate Company (6)	First lien senior secured revolving loan	S +	5.75%	10.62%	7/28/2023	10/18/2026	90		(1)		(1)		0.00	%
Nelson Name Plate Company	First lien senior secured term loan	S +	5.75%	10.62%	7/28/2023	10/18/2026	885		880		876		0.06	%
									13,718		13,730		0.97	%
Food and staples retailing
Ever Fresh Fruit Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%	11.20%	6/5/2024	11/17/2028	$	2,513	$	(47)	$	(43)	0.00	%
Ever Fresh Fruit Company, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.20%	11/17/2023	11/17/2028	1,380		(30)		(24)		0.00	%
Ever Fresh Fruit Company, LLC	First lien senior secured term loan	S +	6.25%	11.20%	11/17/2023	11/17/2028	7,307		7,143		7,182		0.51	%
Mad Rose Company, LLC (16)	First lien senior secured revolving loan	S +	6.25%	11.52%	7/28/2023	5/7/2026	395		29		30		0.00	%
Mad Rose Company, LLC	First lien senior secured term loan	S +	6.25%	11.57%	7/28/2023	5/7/2026	2,906		2,879		2,881		0.20	%
Main Street Gourmet, LLC	First lien senior secured delayed draw term loan	S +	5.25%	10.12%	7/28/2023	11/10/2025	41		41		41		0.00	%
Main Street Gourmet, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.12%	7/28/2023	11/10/2025	38		—		—		0.00	%
Main Street Gourmet, LLC	First lien senior secured term loan	S +	5.25%	10.12%	7/28/2023	11/10/2025	1,093		1,090		1,088		0.08	%
NutriScience Innovations, LLC (6)(17)	First lien senior secured revolving loan	S +	7.00%	11.87%	7/28/2023	4/21/2026	131		(1)		(1)		0.00	%
NutriScience Innovations, LLC	First lien senior secured term loan	S +	7.00%	11.87%	7/28/2023	4/21/2026	390		388		387		0.03	%
Qin's Buffalo, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.60%	5/24/2024	5/5/2027	7,937		1,736		1,746		0.12	%
Qin's Buffalo, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.94%	7/28/2023	5/5/2027	75		74		74		0.01	%
Qin's Buffalo, LLC	First lien senior secured revolving loan	S +	6.00%	11.31%	7/28/2023	5/5/2027	38		3		3		0.00	%
Qin's Buffalo, LLC	First lien senior secured term loan	S +	6.00%	10.60%	7/28/2023	5/5/2027	527		521		520		0.04	%
SCP Beverage Buyer, LLC	First lien senior secured revolving loan	S +	5.75%	10.71%	7/28/2023	11/24/2026	38		28		28		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

14

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
SCP Beverage Buyer, LLC	First lien senior secured term loan	S +	5.75%	10.71%	7/28/2023	11/24/2026	7,130		7,079		7,058		0.50	%
Universal Pure, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.96%	10/31/2022	10/31/2028	363		38		38		0.00	%
Universal Pure, LLC (18)	First lien senior secured revolving loan	S +	6.00%	10.81%	10/31/2022	10/31/2028	7,142		5,045		5,051		0.36	%
Universal Pure, LLC	First lien senior secured term loan	S +	6.00%	10.75%	10/31/2022	10/31/2028	17,542		17,187		17,198		1.21	%
									43,203		43,257		3.06	%
Food products
BPCP WLF Intermedco LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.75%	8/19/2022	8/19/2027	$	5,846	$	(67)	$	(62)	0.00	%
BPCP WLF Intermedco LLC	First lien senior secured revolving loan	S +	6.00%	10.75%	8/19/2022	8/19/2027	3,383		1,652		1,656		0.12	%
BPCP WLF Intermedco LLC	First lien senior secured term loan	S +	6.00%	10.75%	8/19/2022	8/19/2027	22,916		22,623		22,648		1.60	%
Icelandirect, LLC	First lien senior secured revolving loan	P +	5.00%	11.41%	7/28/2023	7/30/2026	38		32		32		0.00	%
Icelandirect, LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	7/30/2026	702		697		696		0.05	%
Starwest Botanicals Acquisition, LLC	First lien senior secured revolving loan	S +	5.25%	10.21%	7/28/2023	4/30/2027	174		168		154		0.01	%
Starwest Botanicals Acquisition, LLC	First lien senior secured term loan	S +	5.25%	10.21%	7/28/2023	4/30/2027	795		765		704		0.05	%
Sun Orchard, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.42%	8/2/2024	7/8/2028	6,099		(114)		(91)		(0.01)	%
Sun Orchard, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.42%	7/8/2022	7/8/2028	5,336		(85)		(80)		(0.01)	%
Sun Orchard, LLC	First lien senior secured term loan	S +	5.50%	10.42%	7/8/2022	7/8/2028	26,453		25,965		26,057		1.84	%
Treat Planet Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.37%	1/11/2023	1/11/2028	1,965		(39)		(37)		0.00	%
Treat Planet Acquisition, LLC	First lien senior secured term loan	S +	6.50%	11.37%	1/11/2023	1/11/2028	7,173		7,020		7,026		0.50	%
Westminster Cracker Company, Inc	First lien senior secured revolving loan	S +	6.25%	11.71%	8/30/2023	8/30/2026	1,534		137		137		0.01	%
Westminster Cracker Company, Inc	First lien senior secured term loan	S +	6.25%	11.83%	8/30/2023	8/30/2026	9,595		9,479		9,485		0.67	%
									68,233		68,325		4.83	%
Gas utilities
Hydromax USA, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.95%	7/28/2023	12/30/2026	$	110	$	107	$	108	0.01	%
Hydromax USA, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.95%	7/28/2023	12/30/2026	228		(6)		(3)		0.00	%
Hydromax USA, LLC	First lien senior secured term loan	S +	6.00%	10.95%	7/28/2023	12/30/2026	1,194		1,163		1,178		0.08	%
									1,264		1,283		0.09	%
Health care equipment and supplies
626 Holdings Equity LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.10%	7/28/2023	2/14/2028	$	223	$	220	$	220	0.02	%
626 Holdings Equity LLC (6)	First lien senior secured delayed draw term loan	P +	5.00%	11.57%	4/15/2024	2/14/2028	36		—		(1)		0.00	%
626 Holdings Equity LLC	First lien senior secured revolving loan	P +	5.00%	11.57%	7/28/2023	2/14/2028	75		71		71		0.01	%
626 Holdings Equity LLC	First lien senior secured term loan	S +	6.00%	10.96%	7/28/2023	2/14/2028	868		858		855		0.06	%
Alcresta Buyer, Inc (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.81%	3/12/2024	3/12/2030	14,036		(255)		(232)		(0.02)	%
Alcresta Buyer, Inc (6)	First lien senior secured revolving loan	S +	5.75%	10.81%	3/12/2024	3/12/2030	2,761		(50)		(46)		0.00	%
Alcresta Buyer, Inc	First lien senior secured term loan	S +	5.75%	10.81%	3/12/2024	3/12/2030	13,616		13,362		13,390		0.93	%
EMSAR Acquisition LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.37%	7/28/2023	3/30/2026	212		211		210		0.01	%
EMSAR Acquisition LLC	First lien senior secured revolving loan	S +	6.50%	11.37%	7/28/2023	3/30/2026	134		119		119		0.01	%

The accompanying notes are an integral part of these consolidated financial statements.

15

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
EMSAR Acquisition LLC	First lien senior secured term loan	S +	6.50%	11.37%	7/28/2023	3/30/2026	1,029		1,019		1,020		0.07	%
Medical Technology Associates, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.12%	7/25/2022	7/25/2028	1,966		(31)		(30)		—	%
Medical Technology Associates, LLC	First lien senior secured term loan	S +	6.25%	11.12%	7/25/2022	7/25/2028	18,696		18,368		18,407		1.30	%
Nasco Healthcare Inc.	First lien senior secured revolving loan	S +	5.75%	10.70%	10/19/2022	6/30/2025	3,322		1,067		1,068		0.08	%
Nasco Healthcare Inc.	First lien senior secured term loan	S +	5.75%	10.70%	10/19/2022	6/30/2025	14,285		14,225		14,234		1.00	%
Reliable Medical Supply LLC	First lien senior secured delayed draw term loan	S +	6.75%	11.62%	7/28/2023	4/8/2025	141		140		140		0.01	%
Reliable Medical Supply LLC	First lien senior secured revolving loan	P +	5.75%	12.27%	7/28/2023	4/8/2025	2,013		1,747		1,748		0.12	%
Reliable Medical Supply LLC	First lien senior secured term loan	S +	6.75%	11.62%	7/28/2023	4/8/2025	2,528		2,517		2,516		0.18	%
SCA Buyer, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.01%	7/28/2023	1/20/2027	276		272		271		0.02	%
SCA Buyer, LLC	First lien senior secured revolving loan	S +	6.50%	11.94%	7/28/2023	1/20/2027	133		130		130		0.01	%
SCA Buyer, LLC	First lien senior secured term loan	S +	6.50%	12.01%	7/28/2023	1/20/2027	2,826		2,773		2,774		0.20	%
Spectrum Solutions, LLC	First lien senior secured delayed draw term loan	18.00%		18.00%	7/28/2023	3/5/2026	112		106		79		0.01	%
Spectrum Solutions, LLC	First lien senior secured delayed draw term loan	18.00%		18.00%	5/3/2024	3/5/2026	218		151		158		0.01	%
Spectrum Solutions, LLC	First lien senior secured revolving loan	S +	6.25%	11.37%	7/28/2023	3/5/2026	278		149		91		0.01	%
Spectrum Solutions, LLC	First lien senior secured term loan	S +	6.25%	11.12%	7/28/2023	3/5/2026	563		510		400		0.03	%
Surplus Solutions, LLC (6)	First lien senior secured delayed draw term loan	P +	5.25%	11.12%	9/30/2024	11/30/2027	4,664		(70)		(65)		—	%
Surplus Solutions, LLC	First lien senior secured revolving loan	S +	5.50%	10.42%	11/30/2022	11/30/2027	1,771		670		684		0.05	%
Surplus Solutions, LLC	First lien senior secured term loan	P +	5.25%	11.12%	11/30/2022	11/30/2027	16,324		15,996		16,098		1.13	%
									74,275		74,309		5.25	%
Health care providers and services
ADVI Health, LLC (6)	First lien senior secured revolving loan	S +	7.00%	11.96%	11/29/2022	11/29/2027	$	1,062	$	(17)	$	(16)	0.00	%
ADVI Health, LLC	First lien senior secured term loan	S +	7.00%	11.96%	11/29/2022	11/29/2027	6,112		6,006		6,013		0.42	%
Advocate RCM Acquisition Corp (6)	First lien senior secured revolving loan	S +	6.00%	10.70%	12/22/2023	12/22/2026	2,902		(38)		(36)		0.00	%
Advocate RCM Acquisition Corp	First lien senior secured term loan	S +	6.00%	10.70%	12/22/2023	12/22/2026	18,226		17,970		17,990		1.27	%
Agility Intermediate, Inc	First lien senior secured delayed draw term loan	S +	7.00%	11.87%	7/28/2023	4/15/2026	109		107		104		0.01	%
Agility Intermediate, Inc	First lien senior secured revolving loan	S +	7.00%	11.87%	7/28/2023	4/15/2026	134		78		74		0.01	%
Agility Intermediate, Inc	First lien senior secured term loan	S +	7.00%	11.87%	7/28/2023	4/15/2026	238		233		228		0.02	%
American Family Care, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.70%	2/29/2024	2/28/2029	4,424		(98)		(93)		(0.01)	%
American Family Care, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.70%	2/29/2024	2/28/2029	1,775		(39)		(37)		0.00	%
American Family Care, LLC	First lien senior secured term loan	S +	6.00%	10.70%	2/29/2024	2/28/2029	11,545		11,282		11,300		0.80	%
Apex Dental Partners, LLC	First lien senior secured delayed draw term loan	S +	5.50% + 1.00% PIK	11.46%	7/28/2023	11/23/2025	485		484		483		0.03	%
Apex Dental Partners, LLC (6)	First lien senior secured revolving loan	S +	5.50% + 1.00% PIK	11.46%	7/28/2023	11/23/2025	150		(1)		(1)		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

16

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
Apex Dental Partners, LLC	First lien senior secured term loan	S +	5.50% + 1.00% PIK	11.46%	7/28/2023	11/23/2025	620	618	618	0.04	%
ASC Ortho Management Company, LLC	First lien senior secured delayed draw term loan	S +	6.00% + 0.50% PIK	11.37%	7/28/2023	12/31/2026	322	320	315	0.02	%
ASC Ortho Management Company, LLC	First lien senior secured revolving loan	S +	6.50%	11.37%	7/28/2023	12/31/2026	38	20	19	0.00	%
ASC Ortho Management Company, LLC	First lien senior secured term loan	S +	6.00% + 0.50% PIK	11.37%	7/28/2023	12/31/2026	510	506	499	0.04	%
Ascend Plastic Surgery Partners MSO LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	10.33%	5/3/2024	5/3/2029	20,682	(379)	(355)	(0.03)	%
Ascend Plastic Surgery Partners MSO LLC (6)	First lien senior secured revolving loan	S +	5.00%	10.33%	5/3/2024	5/3/2029	4,197	(77)	(71)	(0.01)	%
Ascend Plastic Surgery Partners MSO LLC	First lien senior secured term loan	S +	5.00%	10.33%	5/3/2024	5/3/2029	6,877	6,747	6,759	0.48	%
ASP Global Holdings, LLC	First lien senior secured delayed draw term loan	S +	5.25%	10.10%	7/31/2024	7/31/2029	19,239	14,057	14,057	0.99	%
ASP Global Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.10%	7/31/2024	7/31/2029	6,555	(127)	(127)	(0.01)	%
ASP Global Holdings, LLC	First lien senior secured term loan	S +	5.25%	10.10%	7/31/2024	7/31/2029	41,071	40,335	40,263	2.84	%
Beacon Oral Specialists Management LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.60%	7/28/2023	12/14/2025	520	516	514	0.04	%
Beacon Oral Specialists Management LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.60%	7/28/2023	12/14/2026	303	301	301	0.02	%
Beacon Oral Specialists Management LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.60%	7/28/2023	12/14/2026	188	(2)	(2)	0.00	%
Beacon Oral Specialists Management LLC	First lien senior secured term loan	S +	6.00%	10.60%	7/28/2023	12/14/2026	915	906	906	0.06	%
Beghou Consulting, LLC	First lien senior secured revolving loan	S +	5.00%	9.60%	5/1/2023	5/1/2028	2,714	533	542	0.04	%
Beghou Consulting, LLC	First lien senior secured term loan	S +	5.00%	9.60%	5/1/2023	5/1/2028	15,274	14,915	14,964	1.05	%
Behavior Frontiers, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.87%	4/4/2024	5/21/2026	1,306	(15)	(15)	—	%
Behavior Frontiers, LLC (6)(19)	First lien senior secured revolving loan	S +	6.00%	10.87%	7/28/2023	5/21/2026	38	(1)	—	—	%
Behavior Frontiers, LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	5/21/2026	573	556	567	0.04	%
Benefit Plan Administrators of Eau Claire, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.75%	6/7/2022	6/7/2026	7,462	7,406	7,396	0.52	%
Benefit Plan Administrators of Eau Claire, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.75%	6/7/2022	6/7/2026	1,710	(13)	(15)	—	%
Benefit Plan Administrators of Eau Claire, LLC	First lien senior secured term loan	S +	5.50%	10.75%	5/16/2024	6/7/2026	22,702	22,508	22,502	1.59	%
Benefit Plan Administrators of Eau Claire, LLC	First lien senior secured term loan	S +	5.50%	10.75%	6/7/2022	6/7/2026	13,544	13,418	13,424	0.95	%
BPCP EE Intermedco LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.00%	4/3/2023	4/3/2028	3,187	1,983	1,985	0.14	%
BPCP EE Intermedco LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.00%	4/3/2023	4/3/2028	2,244	(43)	(41)	0.00	%
BPCP EE Intermedco LLC	First lien senior secured term loan	S +	6.25%	11.00%	4/3/2023	4/3/2028	6,445	6,311	6,316	0.45	%
Brightview, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.96%	7/28/2023	12/14/2026	47	47	47	—	%
Brightview, LLC	First lien senior secured revolving loan	S +	6.00%	10.96%	7/28/2023	12/14/2026	52	52	52	0.00	%
Brightview, LLC	First lien senior secured term loan	S +	6.00%	10.96%	7/28/2023	12/14/2026	680	678	676	0.05	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured delayed draw term loan - C$	15.00%		15.00%	4/5/2024	3/19/2026	31	7	7	0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

17

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
Canadian Orthodontic Partners Corp (7)	First lien senior secured delayed draw term loan - C$	T +	7.00%	11.62%	7/28/2023	3/19/2026	354	240	151	0.01	%
Canadian Orthodontic Partners Corp	First lien senior secured revolving loan	S +	7.00%	11.87%	7/28/2023	12/31/2026	23	22	15	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan -C$	T +	7.00%	11.62%	7/28/2023	12/31/2026	107	104	70	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan -C$	T +	7.00%	11.62%	7/28/2023	12/31/2026	319	235	155	0.01	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured term loan - C$	T +	7.00%	11.62%	7/28/2023	12/31/2026	268	196	130	0.01	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured revolving loan	P +	4.25%	11.08%	8/2/2022	8/2/2027	5,898	5,831	5,836	0.41	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured term loan	S +	5.25%	10.00%	8/2/2022	8/2/2027	31,320	30,933	30,960	2.18	%
Community Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.96%	7/28/2023	6/10/2026	164	164	161	0.01	%
Community Care Partners, LLC	First lien senior secured revolving loan	S +	6.00%	10.96%	7/28/2023	6/10/2026	75	48	47	0.00	%
Community Care Partners, LLC	First lien senior secured term loan	S +	6.00%	10.96%	7/28/2023	6/10/2026	937	933	920	0.06	%
Dermatology Medical Partners OpCo LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.37%	7/28/2023	10/29/2026	64	64	64	0.00	%
Dermatology Medical Partners OpCo LLC	First lien senior secured revolving loan	S +	6.50%	11.37%	7/28/2023	10/29/2026	38	28	28	0.00	%
Dermatology Medical Partners OpCo LLC	First lien senior secured term loan	S +	6.50%	11.37%	7/28/2023	10/29/2026	257	254	254	0.02	%
EH Management Company, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.37%	7/28/2023	7/15/2026	38	—	—	0.00	%
EH Management Company, LLC	First lien senior secured term loan	S +	5.50%	10.37%	7/28/2023	7/15/2026	5,156	5,117	5,115	0.36	%
Endodontic Practice Partners, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.62%	11/2/2022	11/2/2027	16,830	16,621	16,640	1.17	%
Endodontic Practice Partners, LLC (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.62%	4/9/2024	11/2/2027	13,778	(197)	(155)	(0.01)	%
Endodontic Practice Partners, LLC	First lien senior secured revolving loan	S +	5.75%	10.62%	11/2/2022	11/2/2027	1,956	756	760	0.05	%
Endodontic Practice Partners, LLC	First lien senior secured term loan	S +	5.75%	10.62%	11/2/2022	11/2/2027	15,315	15,106	15,143	1.07	%
Flourish Research Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.33%	4/28/2023	4/28/2025	2,197	2,161	2,180	0.15	%
Flourish Research Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.29%	10/12/2023	4/28/2026	3,371	3,308	3,346	0.24	%
Flourish Research Acquisition, LLC	First lien senior secured revolving loan	S +	6.00%	11.10%	4/28/2023	4/28/2026	2,176	1,770	1,779	0.13	%
Flourish Research Acquisition, LLC	First lien senior secured term loan	S +	6.00%	11.21%	4/28/2023	4/28/2026	25,248	24,847	25,059	1.77	%
FYZICAL Buyer, LLC	First lien senior secured revolving loan	S +	5.25%	10.10%	6/26/2024	6/26/2028	2,710	1,016	1,020	0.07	%
FYZICAL Buyer, LLC	First lien senior secured term loan	S +	5.25%	10.10%	6/26/2024	6/26/2028	18,956	18,662	18,701	1.32	%
Geriatric Medical and Surgical Supply, LLC	First lien senior secured revolving loan	S +	5.50%	10.37%	7/28/2023	12/21/2025	300	49	49	0.00	%
Geriatric Medical and Surgical Supply, LLC	First lien senior secured term loan	S +	5.50%	10.37%	7/28/2023	12/21/2025	20,092	19,841	19,826	1.40	%
Golden Bear PT Partners, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.87%	7/28/2023	10/22/2026	174	171	170	0.01	%
Golden Bear PT Partners, LLC	First lien senior secured revolving loan	S +	6.00%	10.85%	7/28/2023	10/22/2026	38	5	5	0.00	%
Golden Bear PT Partners, LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	10/22/2026	1,495	1,469	1,461	0.10	%
Guardian Dentistry Practice Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.46%	7/28/2023	8/20/2026	369	366	365	0.03	%
Guardian Dentistry Practice Management, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.46%	7/28/2023	8/20/2027	4,188	(52)	(45)	0.00	%
Guardian Dentistry Practice Management, LLC	First lien senior secured term loan	S +	5.50%	10.46%	7/28/2023	8/20/2027	385	382	381	0.03	%

The accompanying notes are an integral part of these consolidated financial statements.

18

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate		Purchase Date	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
H2 Holdco, Inc	First lien senior secured delayed draw term loan	S +	5.75%	11.07%		6/25/2024	5/5/2028	19,008	1,418	1,447	0.10	%
H2 Holdco, Inc	First lien senior secured delayed draw term loan	S +	5.75%	10.86%		5/5/2023	5/5/2028	7,236	7,056	7,145	0.50	%
H2 Holdco, Inc (20)	First lien senior secured revolving loan	S +	5.75%	10.99%		5/5/2023	5/5/2028	2,544	954	986	0.07	%
H2 Holdco, Inc	First lien senior secured term loan	S +	5.75%	10.71%		5/5/2023	5/5/2028	18,015	17,535	17,789	1.24	%
IMA Group Management Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.75%	12.15%		7/28/2023	6/30/2028	174	(4)	(3)	0.00	%
IMA Group Management Company, LLC	First lien senior secured revolving loan	S +	6.75%	11.70%		7/28/2023	6/30/2028	35	20	20	0.00	%
IMA Group Management Company, LLC	First lien senior secured term loan	S +	6.75%	12.15%		7/28/2023	6/30/2028	845	829	828	0.06	%
IPC Pain Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.96%		5/19/2022	5/19/2027	9,882	9,835	9,802	0.69	%
IPC Pain Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.96%		5/19/2022	5/19/2027	1,140	(9)	(8)	0.00	%
IPC Pain Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.96%		5/19/2022	5/19/2027	2,909	2,883	2,886	0.20	%
MWEC Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.44%		2/14/2023	2/14/2025	1,427	420	429	0.03	%
MWEC Management, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.35%		7/3/2024	2/14/2028	2,532	(35)	(35)	0.00	%
MWEC Management, LLC	First lien senior secured revolving loan	S +	5.50%	10.35%		2/14/2023	2/14/2028	1,924	903	919	0.06	%
MWEC Management, LLC	First lien senior secured term loan	S +	5.50%	10.35%		2/14/2023	2/14/2028	14,922	14,601	14,714	1.04	%
Network Partners Acquisitions, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.87%		7/28/2023	12/30/2026	38	—	—	0.00	%
Network Partners Acquisitions, LLC	First lien senior secured term loan	S +	6.00%	10.87%		7/28/2023	12/30/2026	319	317	316	0.02	%
NH Kronos Buyer, Inc. (6)	First lien senior secured revolving loan	S +	6.25%	11.20%		11/1/2022	11/1/2028	12,705	(259)	(127)	(0.01)	%
NH Kronos Buyer, Inc.	First lien senior secured term loan	S +	6.25%	11.20%		11/1/2022	11/1/2028	45,304	44,307	44,851	3.16	%
Peak Dental Services, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.18%		7/28/2023	12/31/2025	57	57	57	0.00	%
Peak Dental Services, LLC	First lien senior secured delayed draw term loan	S +	6.75%	11.80%		7/28/2023	12/31/2025	515	513	511	0.04	%
Peak Dental Services, LLC	First lien senior secured revolving loan	S +	6.75%	11.76%		7/28/2023	12/31/2025	133	132	132	0.01	%
Peak Dental Services, LLC	First lien senior secured term loan	S +	6.75%	11.66%		7/28/2023	12/31/2025	575	572	571	0.04	%
Peak Investment Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	7.00%	11.87%		7/28/2023	12/31/2025	113	(1)	(1)	0.00	%
Peak Investment Holdings, LLC	First lien senior secured revolving loan	S +	7.00%	11.91%		7/28/2023	12/31/2025	324	111	111	0.01	%
Peak Investment Holdings, LLC	First lien senior secured term loan	S +	7.00%	11.87%		7/28/2023	12/31/2025	1,199	1,195	1,192	0.08	%
PharmaForceIQ INC. (6)	First lien senior secured revolving loan	S +	5.50%	10.74	%	8/2/2024	8/2/2029	2,093	(40)	(40)	0.00	%
PharmaForceIQ INC.	First lien senior secured term loan	S +	5.50%	10.74	%	8/2/2024	8/2/2029	13,716	13,442	13,447	0.95	%
PRM MANAGEMENT COMPANY, LLC (6)	First lien senior secured delayed draw term loan	S +	6.75%	12.10%		1/25/2024	1/25/2029	1,180	(28)	(27)	0.00	%
PRM MANAGEMENT COMPANY, LLC (6)	First lien senior secured revolving loan	S +	6.75%	12.10%		1/25/2024	1/25/2029	789	(19)	(18)	0.00	%
PRM MANAGEMENT COMPANY, LLC	First lien senior secured term loan	S +	6.75%	12.10%		1/25/2024	1/25/2029	4,134	4,030	4,035	0.28	%
Purpose Home Health Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.43%		3/8/2024	11/3/2027	8,099	7,052	7,044	0.50	%
Purpose Home Health Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.75%	11.04%		11/3/2022	11/3/2027	6,781	6,672	6,678	0.47	%
Purpose Home Health Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.02%		11/3/2022	11/3/2027	1,956	(31)	(30)	0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

19

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
Purpose Home Health Acquisition, LLC	First lien senior secured term loan	S +	5.75%	11.02%	11/3/2022	11/3/2027	10,747	10,566	10,581	0.75	%
Revival Animal Health, LLC	First lien senior secured revolving loan	S +	6.00%	11.09%	7/28/2023	4/6/2026	131	77	77	0.01	%
Revival Animal Health, LLC	First lien senior secured term loan	S +	6.00%	11.16%	7/28/2023	4/6/2026	15,064	14,872	14,899	1.05	%
RMS Health Care Management, LLC	First lien senior secured delayed draw term loan	S +	6.75%	11.88%	10/6/2023	10/6/2026	2,703	1,350	1,351	0.10	%
RMS Health Care Management, LLC	First lien senior secured revolving loan	S +	6.75%	11.55%	10/6/2023	10/6/2026	920	600	600	0.04	%
RMS Health Care Management, LLC	First lien senior secured term loan	S +	6.75%	11.42%	10/6/2023	10/6/2026	4,288	4,217	4,222	0.30	%
RQM Buyer, Inc	First lien senior secured delayed draw term loan	S +	5.75%	10.62%	7/28/2023	8/12/2026	83	83	79	0.01	%
RQM Buyer, Inc	First lien senior secured revolving loan	P +	4.75%	10.81%	7/28/2023	8/12/2026	206	123	115	0.01	%
RQM Buyer, Inc	First lien senior secured term loan	S +	5.75%	10.62%	7/28/2023	8/12/2026	1,714	1,712	1,639	0.12	%
Sage Dental Management, LLC (6)	First lien senior secured delayed draw term loan	S +	5.75%	11.26%	9/25/2024	6/30/2026	9,143	(64)	(64)	0.00	%
Sage Dental Management, LLC	First lien senior secured revolving loan	S +	5.25%	9.92%	9/25/2024	6/30/2026	8,220	1,352	1,352	0.10	%
Sage Dental Management, LLC	First lien senior secured term loan	S +	5.25%	9.92%	9/25/2024	6/30/2026	58,392	57,984	57,983	4.09	%
SAMGI Buyer, Inc (6)	First lien senior secured revolving loan	S +	5.50%	10.37%	7/28/2023	4/14/2025	138	—	—	0.00	%
SAMGI Buyer, Inc	First lien senior secured term loan	S +	5.50%	10.37%	7/28/2023	4/14/2025	477	476	476	0.03	%
SCP ENT and Allergy Services, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.87%	7/28/2023	9/25/2026	156	155	154	0.01	%
SCP ENT and Allergy Services, LLC	First lien senior secured revolving loan	S +	6.00%	10.87%	7/28/2023	9/25/2026	256	125	125	0.01	%
SCP ENT and Allergy Services, LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	9/25/2026	2,733	2,705	2,696	0.19	%
Signature Dental Partners LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.21%	7/28/2023	10/29/2026	176	174	174	0.01	%
Signature Dental Partners LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.21%	4/22/2024	10/29/2026	17,231	4,865	4,867	0.34	%
Signature Dental Partners LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.21%	7/28/2023	10/29/2026	38	—	—	0.00	%
Signature Dental Partners LLC	First lien senior secured term loan	S +	6.25%	11.21%	7/28/2023	10/29/2026	4,275	4,223	4,222	0.30	%
Signature MD, Inc	First lien senior secured delayed draw term loan	S +	5.75%	10.35%	7/15/2024	7/15/2027	6,968	1,477	1,477	0.10	%
Signature MD, Inc (6)	First lien senior secured revolving loan	S +	5.75%	10.35%	7/15/2024	7/15/2027	3,297	(38)	(38)	0.00	%
Signature MD, Inc	First lien senior secured term loan	S +	5.75%	10.35%	7/15/2024	7/15/2027	18,394	18,175	18,173	1.28	%
Silver Falls MSO, LLC	First lien senior secured revolving loan	S +	6.75%	11.88%	7/28/2023	8/30/2025	235	222	217	0.02	%
Silver Falls MSO, LLC	First lien senior secured term loan	S +	4.25% + 2.50% PIK	11.62%	7/28/2023	8/30/2025	1,318	1,273	1,288	0.09	%
SimiTree Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.25% + 1.75% PIK	12.32%	7/28/2023	5/17/2026	882	880	860	0.06	%
SimiTree Acquisition, LLC	First lien senior secured revolving loan	S +	7.00%	12.32%	7/28/2023	5/17/2026	178	49	45	0.00	%
SimiTree Acquisition, LLC	First lien senior secured term loan	S +	5.25% + 1.75% PIK	12.32%	7/28/2023	5/17/2026	1,227	1,224	1,196	0.08	%
SIMKO Merger Sub LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.32%	9/19/2023	4/7/2027	182	179	180	0.01	%
SIMKO Merger Sub LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.87%	7/28/2023	4/7/2027	6,763	1,859	1,879	0.13	%

The accompanying notes are an integral part of these consolidated financial statements.

20

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
SIMKO Merger Sub LLC	First lien senior secured revolving loan	S +	6.00%	11.11%	7/28/2023	4/7/2027	56	22	22	0.00	%
SIMKO Merger Sub LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	4/7/2027	646	638	639	0.05	%
Southeast Primary Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.12%	7/28/2023	12/30/2025	514	511	510	0.04	%
Southeast Primary Care Partners, LLC	First lien senior secured revolving loan	P +	5.25%	11.26%	7/28/2023	12/30/2025	225	74	73	0.01	%
Southeast Primary Care Partners, LLC	First lien senior secured term loan	S +	6.25%	11.12%	7/28/2023	12/30/2025	847	842	840	0.06	%
Southern Orthodontic Partners Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.10%	7/28/2023	1/27/2026	188	188	186	0.01	%
Southern Orthodontic Partners Management, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.10%	5/17/2024	7/27/2026	7,980	(68)	(62)	0.00	%
Southern Orthodontic Partners Management, LLC	First lien senior secured revolving loan	S +	5.50%	10.14%	7/28/2023	7/27/2026	171	15	14	0.00	%
Southern Orthodontic Partners Management, LLC	First lien senior secured term loan	S +	5.50%	10.10%	7/28/2023	7/27/2026	3,032	3,015	3,008	0.21	%
Southern Sports Medicine Partners, LLC	First lien senior secured revolving loan	S +	8.00%	12.96%	7/28/2023	2/23/2027	60	31	31	0.00	%
Southern Sports Medicine Partners, LLC	First lien senior secured term loan	S +	4.00% + 4.00% PIK	12.96%	7/28/2023	2/23/2027	690	669	666	0.05	%
Spear Education Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.00%	6/26/2024	12/15/2028	7,290	(86)	(73)	(0.01)	%
Spear Education Holdings, LLC	First lien senior secured term loan	S +	5.25%	10.00%	6/26/2024	12/15/2028	47,501	46,936	47,026	3.31	%
Star Dental Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.96%	12/22/2023	12/22/2028	11,023	8,406	8,424	0.59	%
Star Dental Partners LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.96%	12/22/2023	12/22/2028	1,451	(31)	(29)	0.00	%
Star Dental Partners LLC	First lien senior secured term loan	S +	6.00%	10.96%	12/22/2023	12/22/2028	9,228	9,026	9,035	0.64	%
THE CHEMPETITIVE GROUP, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.35%	3/22/2024	3/22/2029	12,002	1,281	1,298	0.09	%
THE CHEMPETITIVE GROUP, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.35%	3/22/2024	3/22/2029	3,414	(61)	(57)	0.00	%
THE CHEMPETITIVE GROUP, LLC	First lien senior secured term loan	S +	5.50%	10.35%	3/22/2024	3/22/2029	13,706	13,451	13,473	0.95	%
U.S. Urology Partners, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.45%	11/8/2023	11/8/2026	1,401	(14)	(13)	0.00	%
U.S. Urology Partners, LLC	First lien senior secured term loan	S +	6.50%	11.45%	11/8/2023	11/8/2026	11,629	11,502	11,515	0.81	%
US Foot and Ankle Specialists, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.62%	9/15/2022	9/15/2026	14,073	13,937	13,952	0.98	%
US Foot and Ankle Specialists, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.62%	9/15/2022	9/15/2026	2,699	(28)	(26)	0.00	%
US Foot and Ankle Specialists, LLC	First lien senior secured term loan	S +	5.75%	10.62%	9/15/2022	9/15/2026	19,522	19,286	19,302	1.36	%
Varsity DuvaSawko Operating Corp	First lien senior secured delayed draw term loan	S +	6.00%	11.51%	7/28/2023	5/27/2026	64	63	63	0.00	%
Varsity DuvaSawko Operating Corp	First lien senior secured revolving loan	S +	6.00%	11.51%	7/28/2023	5/27/2026	5,189	1,692	1,660	0.12	%
Varsity DuvaSawko Operating Corp	First lien senior secured term loan	S +	6.00%	11.51%	7/28/2023	5/27/2026	58,995	58,837	58,183	4.09	%
Varsity Rejuvenate Management, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.22%	12/29/2023	9/1/2028	7,132	3,060	3,067	0.22	%
Varsity Rejuvenate Management, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.75%	9/1/2023	9/1/2028	1,245	(28)	(25)	0.00	%
Varsity Rejuvenate Management, LLC	First lien senior secured term loan	S +	6.00%	10.75%	9/1/2023	9/1/2028	5,973	5,837	5,854	0.41	%
VetEvolve Holdings, LLC	First lien senior secured delayed draw term loan	S +	5.25%	10.10%	10/12/2023	10/12/2028	11,622	2,690	2,720	0.19	%
VetEvolve Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.10%	10/12/2023	10/12/2028	3,067	(66)	(58)	0.00	%
VetEvolve Holdings, LLC	First lien senior secured term loan	S +	5.25%	10.10%	10/12/2023	10/12/2028	9,143	8,935	8,961	0.63	%

The accompanying notes are an integral part of these consolidated financial statements.

21

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Western Veterinary Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.60%	7/28/2023	10/29/2027	180		178		179		0.01	%
Western Veterinary Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.60%	7/28/2023	10/29/2027	319		316		316		0.02	%
Western Veterinary Partners LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.61%	9/27/2024	10/29/2027	24,383		(366)		(200)		(0.01)	%
Western Veterinary Partners LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.61%	7/28/2023	10/29/2027	24		—		—		0.00	%
Western Veterinary Partners LLC	First lien senior secured term loan	S +	5.00%	9.61%	7/28/2023	10/29/2027	9,420		9,284		9,343		0.66	%
									803,797		804,966		56.73	%
Health care technology
AHR Intermediate, Inc	First lien senior secured delayed draw term loan	S +	5.25%	10.00%	7/29/2022	7/29/2027	$	5,256	$	5,212	$	5,203	0.37	%
AHR Intermediate, Inc	First lien senior secured revolving loan	S +	5.25%	10.16%	7/29/2022	7/29/2027	7,858		2,466		2,507		0.18	%
AHR Intermediate, Inc	First lien senior secured term loan	S +	5.25%	10.00%	7/29/2022	7/29/2027	25,296		25,120		25,142		1.77	%
Millennia Patient Services, LLC	First lien senior secured revolving loan	P +	5.50%	12.97%	7/28/2023	3/8/2026	134		79		79		0.01	%
Millennia Patient Services, LLC	First lien senior secured term loan	S +	6.50%	11.37%	7/28/2023	3/8/2026	973		967		965		0.07	%
									33,844		33,896		2.40	%
Household durables
CPS Power Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.10%	10/20/2023	9/26/2027	$	2,985	$	2,929	$	2,914	0.21	%
CPS Power Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.67%	9/26/2022	9/26/2027	2,299		118		114		0.01	%
CPS Power Buyer, LLC	First lien senior secured revolving loan	P +	4.50%	12.50%	9/26/2022	9/26/2027	3,036		1,080		1,066		0.08	%
CPS Power Buyer, LLC	First lien senior secured term loan	S +	5.50%	10.54%	9/26/2022	9/26/2027	12,881		12,582		12,574		0.89	%
Kwalu, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.62%	9/23/2022	9/23/2027	5,061		(60)		(56)		0.00	%
Kwalu, LLC	First lien senior secured term loan	S +	5.75%	10.62%	9/23/2022	9/23/2027	23,495		23,187		23,211		1.63	%
MacKenzie Childs Acquisition, Inc	First lien senior secured revolving loan	P +	5.00%	12.04%	9/2/2022	9/2/2027	3,374		1,545		1,549		0.11	%
MacKenzie Childs Acquisition, Inc	First lien senior secured term loan	S +	6.00%	10.75%	9/2/2022	9/2/2027	17,041		16,890		16,909		1.18	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.00%	1/23/2023	1/23/2028	5,757		5,640		5,675		0.40	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.67%	1/12/2024	1/23/2028	1,997		1,964		1,969		0.14	%
Renovation Systems, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%	11.09%	7/29/2024	1/23/2028	5,752		(82)		(82)		(0.01)	%
Renovation Systems, LLC	First lien senior secured revolving loan	S +	6.25%	11.65%	1/23/2023	1/23/2028	2,633		1,132		1,147		0.08	%
Renovation Systems, LLC	First lien senior secured term loan	S +	6.25%	11.09%	1/23/2023	1/23/2028	26,893		26,396		26,509		1.87	%
Storm Smart Buyer LLC	First lien senior secured revolving loan	S +	6.00%	10.87%	7/28/2023	4/5/2026	131		39		39		0.00	%
Storm Smart Buyer LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	4/5/2026	892		888		886		0.06	%
Trademark Global, LLC	First lien senior secured revolving loan	S +	8.50%	13.37%	7/28/2023	6/30/2027	128		108		56		0.00	%
Trademark Global, LLC	First lien senior secured term loan	S +	8.50%	13.37%	7/28/2023	6/30/2027	2,104		1,975		1,206		0.09	%
									96,331		95,686		6.74	%
Industrial Conglomerates
Hultec Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.48%	3/31/2023	3/31/2029	$	3,915	$	(98)	$	(84)	(0.01)	%
Hultec Buyer, LLC	First lien senior secured term loan	S +	5.50%	10.48%	3/31/2023	3/31/2029	14,453		14,072		14,124		1.00	%

The accompanying notes are an integral part of these consolidated financial statements.

22

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)			Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
										13,974		14,040		0.99	%
Interactive Media & Services
Duggal Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%		9.35%	9/30/2024	9/30/2030	$	5,224	$	(52)	$	(52)	0.00	%
Duggal Acquisition, LLC (6)	First lien senior secured revolving loan	S +	4.75	%	9.35%	9/30/2024	9/30/2030	7,319		(146)		(146)		(0.01)	%
Duggal Acquisition, LLC	First lien senior secured term loan	S +	4.75%		9.35%	9/30/2024	9/30/2030	20,633		20,221		20,221		1.43	%
										20,023		20,023		1.42	%
Internet and direct marketing retail
Aquatic Sales Solutions, LLC	First lien senior secured revolving loan	S +	7.00%		11.75%	7/28/2023	12/18/2025	$	191	$	119	$	105	0.01	%
Aquatic Sales Solutions, LLC	First lien senior secured term loan	S +	3.00%+ 4.00% PIK		11.75%	7/28/2023	12/18/2025	2,675		2,640		2,460		0.17	%
DealerOn Holdco, Inc (6)	First lien senior secured revolving loan	S +	6.00%		10.96%	7/28/2023	5/19/2026	314		(2)		(2)		0.00	%
DealerOn Holdco, Inc	First lien senior secured term loan	S +	6.00%		10.96%	7/28/2023	5/19/2026	20,652		20,453		20,494		1.44	%
										23,210		23,057		1.62	%
IT services
BSC Top Shelf Blocker LLC (6)	First lien senior secured revolving loan	S +	5.25%		9.85%	6/28/2024	6/28/2029	$	2,256	$	(37)	$	(34)	0.00	%
BSC Top Shelf Blocker LLC	First lien senior secured term loan	S +	5.25%		9.85%	6/28/2024	6/28/2029	16,112		15,839		15,870		1.12	%
E-Phoenix Acquisition Co. Inc	First lien senior secured revolving loan	S +	5.50%		10.45%	7/28/2023	6/23/2027	75		15		15		—	%
E-Phoenix Acquisition Co. Inc	First lien senior secured term loan	S +	5.50%		10.25%	7/28/2023	6/23/2027	1,349		1,345		1,341		0.09	%
FreshAddress, LLC (6)	First lien senior secured revolving loan	S +	5.50%		10.25%	7/28/2023	10/5/2025	30		—		—		—	%
FreshAddress, LLC	First lien senior secured term loan	S +	5.50%		10.25%	7/28/2023	10/5/2025	1,630		1,627		1,623		0.11	%
Icreon Holdings, LLC (6)	First lien senior secured revolving loan	S +	6.50%		11.46%	10/26/2022	10/26/2027	1,071		(17)		(16)		—	%
Icreon Holdings, LLC	First lien senior secured term loan	S +	6.50%		11.46%	10/26/2022	10/26/2027	13,086		12,857		12,892		0.91	%
P and R Dental Strategies, LLC	First lien senior secured revolving loan	S +	5.25%		10.16%	7/28/2023	12/22/2026	23		7		7		—	%
P and R Dental Strategies, LLC	First lien senior secured term loan	S +	5.25%		10.12%	7/28/2023	12/22/2026	622		618		616		0.04	%
PALMETTO TECHNOLOGY GROUP, LLC	First lien senior secured delayed draw term loan	S +	5.75%		10.73%	2/26/2024	1/3/2029	9,417		1,624		1,636		0.12	%
PALMETTO TECHNOLOGY GROUP, LLC	First lien senior secured delayed draw term loan	S +	5.75%		10.62%	1/3/2024	1/3/2029	10,833		10,649		10,657		0.75	%
PALMETTO TECHNOLOGY GROUP, LLC (6)	First lien senior secured revolving loan	S +	5.75%		10.60%	1/3/2024	1/3/2029	2,860		(49)		(46)		0.00	%
PALMETTO TECHNOLOGY GROUP, LLC	First lien senior secured term loan	S +	5.75%		10.60%	1/3/2024	1/3/2029	6,325		6,216		6,220		0.44	%
White Label Communications,LLC (6)	First lien senior secured revolving loan	S +	6.25%		11.10%	10/11/2023	10/11/2029	1,534		(29)		(27)		0.00	%
White Label Communications,LLC	First lien senior secured term loan	S +	6.25%		11.10%	10/11/2023	10/11/2029	4,702		4,610		4,616		0.33	%
										55,275		55,370		3.91	%
Leisure equipment and products
Champion Motorsports Group, LLC (6)	First lien senior secured revolving loan	S +	6.25%		11.21%	7/28/2023	10/8/2026	$	56	$	(1)	$	(1)	0.00	%
Champion Motorsports Group, LLC	First lien senior secured term loan	S +	6.25%		11.21%	7/28/2023	10/8/2026	1,659		1,646		1,639		0.12	%
MacNeill Pride Group Corp	First lien senior secured delayed draw term loan	S +	7.00%		11.87%	7/28/2023	4/22/2026	302		301		300		0.02	%
MacNeill Pride Group Corp	First lien senior secured delayed draw term loan	S +	7.00%		11.87%	7/28/2023	4/22/2026	52		52		52		0.00	%
MacNeill Pride Group Corp	First lien senior secured revolving loan	S +	7.00%		11.87%	7/28/2023	4/22/2026	287		71		71		0.01	%

The accompanying notes are an integral part of these consolidated financial statements.

23

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
MacNeill Pride Group Corp	First lien senior secured term loan	S +	7.00%	11.87%	7/28/2023	4/22/2026	810		809		807		0.06	%
TruBlue LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.35%	1/11/2024	1/11/2029	2,331		(40)		(37)		0.00	%
TruBlue LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.35%	1/11/2024	1/11/2029	1,430		(24)		(23)		0.00	%
TruBlue LLC	First lien senior secured term loan	S +	5.50%	10.35%	1/11/2024	1/11/2029	5,186		5,095		5,101		0.36	%
									7,909		7,909		0.57	%
Leisure products
PHGP MB Purchaser, Inc	First lien senior secured delayed draw term loan	S +	6.00%+ 0.50% PIK	11.37%	7/28/2023	5/27/2027	$	80	$	79	$	73	0.01	%
PHGP MB Purchaser, Inc (21)	First lien senior secured revolving loan	P +	6.00%+ 0.50% PIK	11.37%	7/28/2023	5/20/2027	75		20		14		0.00	%
PHGP MB Purchaser, Inc	First lien senior secured term loan	S +	6.00% + 0.50% PIK	11.37%	7/28/2023	5/20/2027	1,087		1,073		993		0.07	%
									1,172		1,080		0.08	%
Life sciences tools and services
Aptitude Health Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.12%	7/28/2023	5/3/2026	$	267	$	(2)	$	(1)	0.00	%
Aptitude Health Holdings, LLC	First lien senior secured term loan	S +	5.25%	10.12%	7/28/2023	5/3/2026	1,084		1,075		1,076		0.08	%
CR Services Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.82%	7/28/2023	7/28/2028	187		118		119		0.01	%
CR Services Intermediate, LLC	First lien senior secured revolving loan	S +	6.50%	11.56%	7/28/2023	7/28/2028	38		7		7		0.00	%
CR Services Intermediate, LLC	First lien senior secured term loan	S +	6.50%	12.01%	7/28/2023	7/28/2028	451		439		440		0.03	%
ERG Buyer, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.31%	2/26/2024	2/26/2026	344		340		340		0.02	%
ERG Buyer, LLC	First lien senior secured revolving loan	S +	6.25%	11.26%	2/26/2024	2/26/2026	5,181		3,399		3,398		0.24	%
ERG Buyer, LLC	First lien senior secured term loan	S +	6.25%	11.31%	2/26/2024	2/26/2026	36,147		35,735		35,757		2.52	%
									41,111		41,136		2.90	%
Machinery
Abrasive Technology Intermediate, LLC	First lien senior secured revolving loan	S +	6.25%	11.12%	7/28/2023	4/30/2026	$	173	$	33	$	33	0.00	%
Abrasive Technology Intermediate, LLC	First lien senior secured term loan	S +	6.25%	11.72%	7/28/2023	4/30/2026	1,990		1,968		1,969		0.14	%
DNS-IMI Acquisition Corp	First lien senior secured revolving loan	P +	4.50%	12.50%	7/28/2023	11/23/2026	56		16		16		0.00	%
DNS-IMI Acquisition Corp	First lien senior secured term loan	S +	5.50%	10.25%	7/28/2023	11/23/2026	1,419		1,411		1,407		0.10	%
Double E Company, LLC	First lien senior secured revolving loan	P +	5.75%	11.40%	6/21/2022	6/21/2028	3,110		2,653		2,339		0.16	%
Double E Company, LLC	First lien senior secured term loan	S +	4.00% + 2.75% PIK	11.25%	6/21/2022	6/21/2028	18,567		18,430		16,521		1.16	%
Kittyhawk, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.85%	5/1/2024	5/1/2029	3,571		(65)		(60)		0.00	%
Kittyhawk, Inc	First lien senior secured term loan	S +	5.25%	9.85%	5/1/2024	5/1/2029	15,215		14,933		14,954		1.05	%
L&J Holding Company LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%	10.01%	7/29/2024	7/29/2030	9,823		(95)		(95)		(0.01)	%
L&J Holding Company LLC (6)	First lien senior secured revolving loan	S +	4.75%	10.01%	7/29/2024	7/29/2030	2,204		(43)		(43)		0.00	%
L&J Holding Company LLC	First lien senior secured term loan	S +	4.75%	10.01%	7/29/2024	7/29/2030	11,787		11,552		11,554		0.81	%

The accompanying notes are an integral part of these consolidated financial statements.

24

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
My Buyer, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.10%	1/26/2024	1/26/2030	3,139		(56)		(51)		0.00	%
My Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.10%	1/26/2024	1/26/2030	2,360		(42)		(38)		0.00	%
My Buyer, LLC	First lien senior secured term loan	S +	5.50%	10.10%	1/26/2024	1/26/2030	7,890		7,745		7,757		0.55	%
SPG Holdco, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.50%	12/1/2023	12/1/2028	2,070		(43)		(41)		0.00	%
SPG Holdco, LLC	First lien senior secured term loan	S +	6.00%	10.50%	12/1/2023	12/1/2028	10,607		10,382		10,394		0.73	%
USSC Holding Corp (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.85%	6/21/2024	6/21/2030	10,129		(193)		(152)		(0.01)	%
USSC Holding Corp (6)	First lien senior secured revolving loan	S +	5.25%	9.85%	6/21/2024	6/21/2030	7,177		(137)		(108)		(0.01)	%
USSC Holding Corp	First lien senior secured term loan	S +	5.25%	9.85%	6/21/2024	6/21/2030	34,868		34,183		34,345		2.42	%
									102,632		100,701		7.09	%
Media
ALM Media, LLC (22)	First lien senior secured revolving loan	S +	5.50%	10.18%	2/21/2024	2/21/2029	$	3,102	$	558	$	562	0.04	%
ALM Media, LLC	First lien senior secured term loan	S +	5.50%	10.10%	2/21/2024	2/21/2029	38,264		37,470		37,526		2.65	%
Barkley, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.15%	9/29/2023	9/29/2028	2,300		(48)		(39)		0.00	%
Barkley, LLC	First lien senior secured term loan	S +	5.75%	11.15%	9/29/2023	9/29/2028	43,565		42,686		42,822		3.02	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.87%	7/28/2023	12/9/2026	221		218		218		0.02	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.87%	12/22/2023	12/9/2026	5,110		182		204		0.01	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.26%	8/1/2024	12/9/2026	2,843		2,798		2,803		0.20	%
Exclusive Concepts, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.87%	7/28/2023	12/9/2026	23		—		—		0.00	%
Exclusive Concepts, LLC	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	12/9/2026	3,499		3,442		3,449		0.24	%
Infolinks Media Buyco, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.10%	7/28/2023	11/1/2026	2,088		2,061		2,063		0.15	%
Infolinks Media Buyco, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.10%	7/28/2023	11/1/2026	38		—		—		0.00	%
Infolinks Media Buyco, LLC	First lien senior secured term loan	S +	5.50%	10.10%	7/28/2023	11/1/2026	20,726		20,455		20,473		1.44	%
NTM Acquisition Corp	First lien senior secured revolving loan	S +	6.75%	11.54%	12/18/2023	6/18/2026	1,809		376		377		0.03	%
NTM Acquisition Corp	First lien senior secured term loan	S +	6.75%	11.50%	12/18/2023	6/18/2026	13,150		12,980		12,988		0.92	%
Optimized Marketing Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	10.62%	8/19/2022	8/19/2027	3,383		3,172		3,175		0.22	%
Optimized Marketing Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.62%	8/19/2022	8/19/2027	25,708		25,351		25,381		1.79	%
Outerbox, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.85%	6/7/2024	6/7/2028	4,077		(56)		(50)		0.00	%
Outerbox, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.85%	6/7/2024	6/7/2028	2,280		(31)		(28)		0.00	%
Outerbox, LLC	First lien senior secured term loan	S +	5.00%	9.85%	6/7/2024	6/7/2028	18,707		18,444		18,475		1.30	%
Peninsula MMGY Corporation (6)(23)	First lien senior secured revolving loan	S +	5.00%	9.60%	10/26/2023	4/26/2029	3,691		(78)		(73)		(0.01)	%
Peninsula MMGY Corporation	First lien senior secured term loan	S +	5.00%	9.60%	10/26/2023	4/26/2029	10,261		10,037		10,056		0.71	%
RKD Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.40%	4/10/2024	8/17/2028	8,089		6,014		6,053		0.43	%
RKD Group, LLC	First lien senior secured revolving loan	S +	6.00%	11.01%	8/17/2022	8/17/2028	4,905		2,282		2,288		0.16	%
RKD Group, LLC	First lien senior secured term loan	S +	6.00%	10.75%	8/17/2022	8/17/2028	33,085		32,735		32,801		2.31	%
The Channel Company, LLC	First lien senior secured revolving loan	S +	6.75%	11.74%	7/28/2023	11/1/2027	62		47		45		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

25

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
The Channel Company, LLC	First lien senior secured term loan	S +	3.25% + 3.50% PIK	11.62%	7/28/2023	11/1/2027	2,384		2,369		2,272		0.16	%
WTWH Buyer, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.46%	12/16/2022	12/16/2027	1,638		(28)		(29)		0.00	%
WTWH Buyer, LLC	First lien senior secured term loan	S +	6.50%	11.46%	12/16/2022	12/16/2027	14,176		13,912		13,921		0.98	%
									237,348		237,733		16.77	%
Metals and mining
Copperweld Group, Inc	First lien senior secured revolving loan	S +	6.00%	10.87%	7/28/2023	3/31/2026	$	462	$	276	$	275	0.02	%
Copperweld Group, Inc	First lien senior secured term loan	S +	6.00%	10.87%	7/28/2023	3/31/2026	2,244		2,239		2,233		0.16	%
									2,515		2,508		0.18	%
Multiline retail
HEC Purchaser Corp.	First lien senior secured revolving loan	S +	5.50%	10.23%	6/17/2024	6/17/2029	$	7,843	$	4,751	$	4,765	0.34	%
HEC Purchaser Corp.	First lien senior secured term loan	S +	5.50%	9.75%	6/17/2024	6/17/2029	50,333		49,597		49,704		3.50	%
									54,348		54,469		3.84	%
Pharmaceuticals
Bio Agri Mix Holdings Inc (6)	First lien senior secured revolving loan	T +	5.75%	10.35%	7/28/2023	7/23/2026	$	30	$	—	$	—	0.00	%
Bio Agri Mix Holdings Inc (6)(7)	First lien senior secured revolving loan - C$	T +	5.75%	10.35%	7/28/2023	7/23/2026	75		—		—		0.00	%
Bio Agri Mix Holdings Inc (7)	First lien senior secured term loan - C$	T +	5.75%	10.35%	7/28/2023	7/23/2026	1,202		901		882		0.06	%
Formulated Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.57%	7/28/2023	9/22/2026	296		294		294		0.02	%
Formulated Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	10.87%	7/28/2023	9/22/2026	188		185		185		0.01	%
Formulated Buyer, LLC	First lien senior secured term loan	S +	5.50%	11.19%	7/28/2023	9/22/2026	453		450		448		0.03	%
									1,830		1,809		0.12	%
Personal products
Cosmetic Solutions LLC	First lien senior secured delayed draw term loan	S +	5.75% + 0.75% PIK	11.37%	7/28/2023	10/17/2025	$	379	$	373	$	332	0.02	%
Cosmetic Solutions LLC	First lien senior secured revolving loan	S +	6.50%	11.37%	7/28/2023	10/17/2025	344		86		49		0.00	%
Cosmetic Solutions LLC	First lien senior secured term loan	S +	5.75% + 0.75% PIK	11.37%	7/28/2023	10/17/2025	2,896		2,845		2,537		0.18	%
									3,304		2,918		0.20	%
Professional services
Helpware, Inc	First lien senior secured revolving loan	P +	4.75%	11.06%	9/8/2022	9/8/2026	$	5,061	$	2,092	$	1,936	0.14	%
Helpware, Inc	First lien senior secured term loan	S +	5.75%	10.62%	9/8/2022	9/8/2026	14,007		13,889		13,479		0.95	%
Stax Holding Company, LLC (6)(24)	First lien senior secured revolving loan	S +	5.00%	9.87%	7/28/2023	10/29/2026	60		—		—		0.00	%
Stax Holding Company, LLC	First lien senior secured term loan	S +	5.00%	9.87%	7/28/2023	10/29/2026	687		684		683		0.05	%
									16,665		16,098		1.14	%
Real estate management and development
BBG, Inc (25)	First lien senior secured revolving loan	P +	5.75%	12.23%	7/28/2023	1/8/2026	$	233	$	219	$	213	0.02	%
BBG, Inc	First lien senior secured term loan	S +	1.00% + 5.75% PIK	12.23%	7/28/2023	1/8/2026	1,954		1,865		1,818		0.13	%

The accompanying notes are an integral part of these consolidated financial statements.

26

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
MetaSource, LLC	First lien senior secured revolving loan	S +	6.75%	11.71%	7/28/2023	5/17/2027	75		31		31		0.00	%
MetaSource, LLC	First lien senior secured term loan	S +	6.25% + 0.50% PIK	11.71%	7/28/2023	5/17/2027	925		919		917		0.06	%
									3,034		2,979		0.21	%
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP	First lien senior secured revolving loan	P +	5.00%	11.62%	7/28/2023	9/2/2026	$	45	$	34	$	34	0.00	%
Altamira Material Solutions, LP	First lien senior secured term loan	S +	6.00%	10.75%	7/28/2023	9/2/2026	1,020		1,014		1,011		0.07	%
									1,048		1,045		0.07	%
Software
AFFINITIV INC	First lien senior secured revolving loan	S +	6.50%	11.37%	7/28/2023	1/26/2025	$	248	$	74	$	74	0.01	%
AFFINITIV INC	First lien senior secured term loan	S +	6.50%	11.37%	7/28/2023	1/26/2025	2,224		2,219		2,221		0.16	%
GENIUS BIDCO LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.85%	5/1/2024	5/1/2030	4,661		(43)		(34)		0.00	%
GENIUS BIDCO LLC (6)(26)	First lien senior secured revolving loan	S +	5.25%	9.85%	5/1/2024	5/1/2030	3,571		(66)		(61)		0.00	%
GENIUS BIDCO LLC	First lien senior secured term loan	S +	5.25%	9.85%	5/1/2024	5/1/2030	12,679		12,436		12,463		0.88	%
GPSTrackit Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%	10.85%	3/29/2024	3/29/2029	1,968		(40)		(37)		0.00	%
GPSTrackit Holdings, LLC	First lien senior secured revolving loan	S +	6.25%	10.87%	3/29/2024	3/29/2029	1,934		347		350		0.02	%
GPSTrackit Holdings, LLC	First lien senior secured term loan	S +	6.25%	10.85%	3/29/2024	3/29/2029	19,597		19,185		19,205		1.35	%
GS XX Corporation (6)	First lien senior secured revolving loan	S +	4.75%	9.35%	4/19/2024	4/19/2029	2,381		(44)		(40)		0.00	%
GS XX Corporation	First lien senior secured term loan	S +	4.75%	9.35%	4/19/2024	4/19/2029	16,906		16,591		16,616		1.17	%
Shasta Buyer, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.96%	8/9/2022	8/9/2028	2,199		(28)		(26)		0.00	%
Shasta Buyer, LLC	First lien senior secured term loan	S +	6.00%	10.96%	8/9/2022	8/9/2028	11,428		11,269		11,285		0.80	%
ShiftKey, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.62%	7/28/2023	6/21/2027	110		(1)		(1)		0.00	%
ShiftKey, LLC	First lien senior secured term loan	S +	5.75%	10.62%	7/28/2023	6/21/2027	3,674		3,654		3,643		0.26	%
									65,553		65,658		4.65	%
Specialty retail
Dykstras Auto LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.12%	7/28/2023	10/22/2026	$	333	$	252	$	251	0.02	%
Dykstras Auto LLC	First lien senior secured revolving loan	S +	6.25%	11.14%	7/28/2023	10/22/2026	38		26		26		0.00	%
Dykstras Auto LLC	First lien senior secured term loan	S +	6.25%	11.12%	7/28/2023	10/22/2026	622		616		614		0.04	%
Fastlap, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.60%	6/20/2024	6/20/2029	14,130		(268)		(247)		(0.02)	%
Fastlap, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.60%	6/20/2024	6/20/2029	2,256		(43)		(39)		0.00	%
Fastlap, LLC	First lien senior secured term loan	S +	5.00%	9.60%	6/20/2024	6/20/2029	10,067		9,871		9,891		0.70	%
Kaizen Auto Care, LLC	First lien senior secured revolving loan	5.00%		5.00%	3/1/2024	12/22/2026	152		21		(13)		0.00	%
Kaizen Auto Care, LLC	First lien senior secured term loan	5.00%		5.00%	7/28/2023	12/22/2027	1,356		1,344		1,058		0.07	%
Leonard Group, Inc	First lien senior secured revolving loan	P +	5.50%	11.86%	7/28/2023	2/26/2026	234		131		131		0.01	%
Leonard Group, Inc	First lien senior secured term loan	S +	6.50%	11.37%	7/28/2023	2/26/2026	1,547		1,542		1,539		0.11	%
Pink Lily Holdings, LLC (6)	First lien senior secured revolving loan	S +	3.50% + 3.50% PIK	11.99%	7/28/2023	11/16/2027	63		(1)		(4)		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

27

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Pink Lily Holdings, LLC	First lien senior secured term loan	S +	3.50% + 3.50% PIK	11.99%	7/28/2023	11/16/2027	1,291		1,270		1,206		0.09	%
Soccer Post Acquisition LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.12%	6/30/2022	6/30/2027	1,779		(17)		(15)		0.00	%
Soccer Post Acquisition LLC	First lien senior secured term loan	S +	5.25%	10.12%	6/30/2022	6/30/2027	7,941		7,861		7,867		0.55	%
									22,605		22,265		1.57	%
Trading companies and distributors
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.56%	7/28/2023	4/9/2027	$	345	$	340	$	340	0.02	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.56%	12/12/2023	4/9/2027	4,337		4,270		4,274		0.30	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.56%	7/28/2023	4/9/2027	126		124		124		0.01	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.35%	7/28/2023	4/9/2027	205		202		202		0.01	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.35%	7/1/2024	4/9/2027	10,255		14		5		0.00	%
AFC-Dell Holding Corp (6)(27)	First lien senior secured revolving loan	S +	5.50%	10.56%	7/28/2023	10/9/2026	156		(2)		(2)		0.00	%
AFC-Dell Holding Corp	First lien senior secured term loan	S +	5.50%	10.35%	7/28/2023	4/9/2027	5,489		5,409		5,409		0.38	%
American Equipment Systems LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.71%	7/28/2023	11/5/2026	37		37		36		0.00	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	11.70%	3/15/2024	11/5/2026	937		922		922		0.06	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	11.71%	7/28/2023	11/5/2026	318		313		313		0.02	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	11.58%	7/28/2023	11/5/2026	70		69		69		0.00	%
Ascent Lifting, Inc (6)	First lien senior secured revolving loan	S +	5.25%	10.20%	9/9/2022	9/9/2027	2,500		(50)		(42)		0.00	%
Ascent Lifting, Inc	First lien senior secured term loan	S +	5.25%	10.20%	9/9/2022	9/9/2027	17,063		16,691		16,757		1.18	%
AWI Group, LLC (6)	First lien senior secured delayed draw term loan	S +	5.75%	11.00%	8/1/2024	8/1/2029	4,487		(87)		(87)		(0.01)	%
AWI Group, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.00%	8/1/2024	8/1/2029	10,420		(201)		(201)		(0.01)	%
AWI Group, LLC	First lien senior secured term loan	S +	5.75%	11.00%	8/1/2024	8/1/2029	55,337		54,259		54,230		3.82	%
Banner Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.75% + 0.50% PIK	11.00%	7/28/2023	10/31/2025	559		557		552		0.04	%
Banner Buyer, LLC	First lien senior secured revolving loan	S +	5.75% + 0.50% PIK	11.00%	7/28/2023	10/31/2025	370		72		70		0.00	%
Banner Buyer, LLC	First lien senior secured term loan	S +	5.75% + 0.50% PIK	11.00%	7/28/2023	10/31/2025	1,347		1,341		1,331		0.09	%
CAP KSI Holdings LLC	First lien senior secured revolving loan	S +	5.25%	10.10%	6/28/2024	6/28/2030	7,145		1,207		1,221		0.09	%
CAP KSI Holdings LLC	First lien senior secured term loan	S +	5.25%	9.85%	6/28/2024	6/28/2030	42,654		42,019		42,121		2.97	%
Empire Equipment Company, LLC (6)	First lien senior secured revolving loan	12.50%		12.50%	7/28/2023	1/17/2026	439		(1)		(4)		0.00	%
Empire Equipment Company, LLC	First lien senior secured term loan	S +	6.25%	11.21%	7/28/2023	1/17/2026	1,654		1,650		1,638		0.12	%
Lehman Pipe Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.00%	10.06%	8/30/2024	8/30/2030	5,309		(105)		(105)		(0.01)	%
Lehman Pipe Buyer, LLC	First lien senior secured term loan	S +	5.00%	10.06%	8/30/2024	8/30/2030	29,624		29,039		29,035		2.04	%

The accompanying notes are an integral part of these consolidated financial statements.

28

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Purchase Date	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Montway LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.94%	7/28/2023	11/4/2025	663		661		660		0.05	%
Montway LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.94%	7/28/2023	11/4/2025	150		(1)		(1)		0.00	%
Montway LLC	First lien senior secured term loan	S +	6.25%	11.94%	7/28/2023	11/4/2025	703		699		698		0.05	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.98%	12/1/2023	8/5/2028	4,683		4,579		4,638		0.33	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.98%	8/5/2022	8/5/2028	2,680		2,639		2,654		0.19	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.90%	8/5/2022	8/5/2028	2,701		2,655		2,675		0.19	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.59%	8/5/2022	8/5/2028	3,201		3,167		3,170		0.22	%
NEFCO Holding Company, LLC (6)	First lien senior secured delayed draw term loan	P +	4.75%	12.75%	3/29/2024	8/5/2028	7,190		(162)		(70)		0.00	%
NEFCO Holding Company, LLC	First lien senior secured revolving loan	P +	4.75%	12.75%	8/5/2022	8/5/2028	3,754		1,062		1,090		0.08	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	11.03%	8/5/2022	8/5/2028	17,606		17,257		17,435		1.23	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.45%	12/1/2023	8/5/2028	654		639		648		0.05	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.86%	8/13/2024	8/5/2028	2,584		2,559		2,559		0.18	%
Triad Technologies, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.00%	7/28/2023	6/8/2026	332		(4)		(4)		0.00	%
Triad Technologies, LLC	First lien senior secured term loan	S +	5.25%	10.00%	7/28/2023	6/8/2026	1,193		1,181		1,178		0.08	%
Wolf Gordon Inc (6)	First lien senior secured revolving loan	P +	4.25%	12.75%	5/1/2024	5/1/2029	3,809		(70)		(64)		0.00	%
Wolf Gordon Inc	First lien senior secured term loan	S +	5.25%	9.85%	5/1/2024	5/1/2029	21,868		21,460		21,494		1.51	%
									216,410		216,968		15.28	%
Water utilities
Diamondback Buyer, LLC	First lien senior secured revolving loan	S +	5.25%	10.21%	7/28/2023	7/22/2026	$	75	$	15	$	15	0.00	%
Diamondback Buyer, LLC	First lien senior secured term loan	S +	5.25%	10.21%	7/28/2023	7/22/2026	1,179		1,175		1,172		0.07	%
									1,190		1,187		0.07	%
Total non-controlled/non-affiliated senior secured debt									$	2,702,111	$	2,699,909	190.31	%
Non-controlled/non-affiliated sponsor subordinated notes
Trading companies and distributors
Empire Equipment Company, LLC	Sponsor subordinated note	12.50% + 7.00% PIK		19.50%	7/28/2023	7/17/2026	$	15	$	14	$	10	0.01	%
Total non-controlled/non-affiliated sponsor subordinated notes									14		10		0.01	%
Total non-controlled/non-affiliated investments									2,702,125		2,699,919		190.33	%
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (28) (29) (30)	Equity - 14.34% membership interest								$	70,704	$	78,062	5.50	%
Twin Brook Segregated Equity Holdings, LLC (28) (29) (30)	Equity - 2.11% membership interest								19		19		0.00	%
Total non-controlled/affiliated investments									70,723		78,081		5.50	%
Total investments									$	2,772,848	$	2,778,000	195.83	%

(1)Unless otherwise indicated, all investments are considered Level 3 investments.

The accompanying notes are an integral part of these consolidated financial statements.

29

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

(2)Unless otherwise indicated, all investments represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information.

(3)Principal/par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, such as Canadian Dollars (“C$”).

(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

(5)Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“Term SOFR” or “S”), the Canadian Overnight Repo Rate Averag (“Term CORRA” or “T”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. As of September 30, 2024, the reference rates for the floating rate loans were the Term SOFR of 4.96%, the Prime Rate of 8.00%, the Term CORRA of 5.00% and the 3M CDOR of 4.97%.

(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of September 30, 2024. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.

(7)Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of September 30, 2024, non-qualifying assets represented approximately 4.39% of the total assets of the Company.

(8)Indicates Loan was on non-accrual status as of September 30, 2024.

(9)Principal balance includes reserve for letter of credit of $50,775 on which the borrower pays 6.00%.

(10)Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 6.00%.

(11)Principal balance includes reserve for letter of credit of $3,659 on which the borrower pays 5.75%.

(12)Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%.

(13)Principal balance includes reserve for letter of credit of $156,238 on which the borrower pays 5.25%.

(14)Principal balance includes reserve for letter of credit of $188,700 on which the borrower pays 6.25%.

(15)Principal balance includes reserve for letter of credit of $15,973 on which the borrower pays 6.00%.

(16)Principal balance includes reserve for letter of credit of $7,896 on which the borrower pays 6.25%.

(17)Principal balance includes reserve for letter of credit of $5,240 on which the borrower pays 7.00%.

(18)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.00%.

(19)Principal balance includes reserve for letter of credit of $5,410 on which the borrower pays 6.00%.

(20)Principal balance includes reserve for letter of credit of $168,934 on which the borrower pays 5.75%.

(21)Principal balance includes reserve for letter of credit of $3,750 on which the borrower pays 6.00%.

(22)Principal balance includes reserve for letter of credit of $264,120 on which the borrower pays 5.50%.

(23)Principal balance includes reserve for letter of credit of $51,397 on which the borrower pays 5.00%.

(24)Principal balance includes reserve for letter of credit of $2,248 on which the borrower pays 5.00%.

(25)Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.75%.

(26)Principal balance includes reserve for letter of credit of $238,050 on which the borrower pays 5.25%.

(27)Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 5.50%.

(28)As a practical expedient, the Company uses net asset value to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund.

(29)Securities 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 September 30, 2024, the aggregate fair value of these securities is $78,081 or 5.50% of the Company's net assets. The “restricted securities,” Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC, were purchased on May 19, 2022 and July 28, 2023, respectively.

(30)Non-income producing investment.

The accompanying notes are an integral part of these consolidated financial statements.

30

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of September 30, 2024

(Amounts in thousands)

(Unaudited)

Foreign currency forward contracts
Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation/ (Depreciation)
Wells Fargo Bank, National Association	USD 1,415	CAD 1,927	10/17/2024	$	(11)
Total				$	(11)
Currency Abbreviations:
USD - U.S. Dollar
CAD - Canadian Dollar

Interest Rate Swaps
Counterparty	Hedged Instrument	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Value		Upfront Payments/Receipts		Unrealized Appreciation/(Depreciation)
Morgan Stanley Capital Services LLC	Tranche A Notes(1)	7.6900%	S + 3.500%	3/19/2027	$	90,000	$	1,644	$	—	$	1,644
Morgan Stanley Capital Services LLC	Tranche B Notes(1)	7.7800%	S + 3.7680%	3/19/2029	150,000		4,207		—		4,207
Morgan Stanley Capital Services LLC	N/A	6.5200%	S + 3.2610%	10/15/2029	50,000		(204)				(204)
Mitsubishi UFJ Financial Group	N/A	6.4200%	S + 3.0496%	10/15/2028	65,000		(193)				(193)
Mitsubishi UFJ Financial Group	N/A	6.4200%	S + 3.0630%	10/15/2028	20,000		(67)				(67)
Mitsubishi UFJ Financial Group	N/A	6.5200%	S + 3.1544%	10/15/2029	50,000		(182)				(182)
Mitsubishi UFJ Financial Group	N/A	6.5200%	S + 3.1768%	10/15/2029	90,000		(329)				(329)
Wells Fargo Financial Services Company	N/A	6.5200%	S + 3.1050%	10/15/2029	100,000		(412)				(412)
Total							$	4,464	$	—	$	4,464

(1) For interest rate swaps that are designated in qualifying hedging relationships, the change in unrealized gain/(loss) is recorded in interest expense in the Consolidated Statements of Operations.

The accompanying notes are an integral part of these consolidated financial statements.

31

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Investments
Non-controlled/non-affiliated senior secured debt
Aerospace and defense
Mattco Forge, Inc (6)	First lien senior secured revolving loan	S +	5.25%	10.86%	12/6/2024	$	506	$	(5)	$	(4)	0.00	%
Mattco Forge, Inc	First lien senior secured term loan	S +	5.25%	10.86%	1/6/2025	2,064		2,050		2,048		0.26	%
								2,045		2,044		0.26	%
Air freight and logistics
Load One Purchaser Corporation (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	6/21/2028	$	6,230	$	(87)	$	(85)	(0.01)	%
Load One Purchaser Corporation (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	6/21/2028	3,557		(52)		(48)		(0.01)	%
Load One Purchaser Corporation	First lien senior secured term loan	S +	6.00%	11.61%	6/21/2028	14,144		13,924		13,942		1.74	%
Zipline Logistics, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.47%	9/19/2027	4,527		(67)		(62)		(0.01)	%
Zipline Logistics, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.47%	9/19/2027	1,687		(25)		(23)		0.00	%
Zipline Logistics, LLC	First lien senior secured term loan	S +	6.00%	11.47%	9/19/2027	6,855		6,743		6,752		0.85	%
								20,436		20,476		2.56	%
Auto components
A.P.A. Industries, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	1/10/2028	$	1,523	$	(31)	$	(29)	0.00	%
A.P.A. Industries, LLC	First lien senior secured term loan	S +	6.00%	11.61%	1/10/2028	9,568		9,368		9,379		1.16	%
AvCarb, LLC	First lien senior secured delayed draw term loan	S +	2.00% + 5.00% PIK	13.61%	11/12/2026	233		229		229		0.03	%
AvCarb, LLC (6)	First lien senior secured revolving loan	S +	2.00% + 5.00% PIK	12.90%	11/12/2026	38		—		(1)		—	%
AvCarb, LLC	First lien senior secured term loan	S +	2.00% + 5.00% PIK	12.90%	11/12/2026	498		493		491		0.06	%
Certified Collision Group Acquisition Corp (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	5/17/2027	19		—		—		0.00	%
Certified Collision Group Acquisition Corp	First lien senior secured term loan	S +	6.00%	11.61%	5/17/2027	420		418		416		0.05	%
Raneys, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	6/7/2027	4,848		1,262		1,274		0.16	%
Raneys, LLC	First lien senior secured revolving loan	P +	5.50%	14.00%	6/7/2027	1,560		208		209		0.03	%
Raneys, LLC	First lien senior secured term loan	S +	6.50%	12.11%	6/7/2027	9,298		9,134		9,149		1.15	%
Vehicle Accessories, Inc (6)	First lien senior secured revolving loan	S +	5.25%	10.72%	11/30/2026	38		—		—		0.00	%
Vehicle Accessories, Inc	First lien senior secured term loan	S +	5.25%	10.72%	11/30/2026	1,649		1,650		1,644		0.21	%
								22,731		22,761		2.85	%
Chemicals
AM Buyer, LLC	First lien senior secured revolving loan	S +	6.75%	12.39%	5/1/2025	$	111	$	15	$	15	0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

32

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
AM Buyer, LLC	First lien senior secured term loan	S +	6.75%	12.36%	5/1/2025	465		464		462		0.06	%
Answer Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	11.25%	12/30/2026	38		28		28		0.00	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	5.75%	11.25%	12/30/2026	1,682		1,668		1,662		0.21	%
Custom Agronomics Holdings, LLC	First lien senior secured revolving loan	S +	6.50%	11.97%	8/30/2027	2,357		162		165		0.02	%
Custom Agronomics Holdings, LLC	First lien senior secured term loan	S +	6.50%	12.11%	8/30/2027	4,124		4,061		4,065		0.51	%
SASE Company, LLC	First lien senior secured revolving loan	S +	6.00%	11.47%	11/15/2026	38		18		18		0.00	%
SASE Company, LLC	First lien senior secured term loan	S +	6.00%	11.47%	11/15/2026	1,599		1,587		1,581		0.20	%
Teel Plastics, LLC (6)	First lien senior secured revolving loan	S +	5.00%	10.47%	1/24/2025	324		(1)		(1)		0.00	%
Teel Plastics, LLC	First lien senior secured term loan	S +	5.00%	10.47%	1/24/2025	1,769		1,770		1,765		0.21	%
USALCO, LLC	First lien senior secured revolving loan	S +	6.00%	11.47%	10/19/2026	100		41		41		0.01	%
USALCO, LLC	First lien senior secured term loan	S +	6.00%	11.61%	10/19/2027	2,545		2,529		2,522		0.32	%
								12,342		12,323		1.54	%
Commercial services and supplies
Alliance Environmental Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	12/30/2027	$	54	$	53	$	52	0.01	%
Alliance Environmental Group, LLC	First lien senior secured revolving loan	S +	6.00%	11.61%	12/30/2027	38		34		33		0.00	%
Alliance Environmental Group, LLC	First lien senior secured term loan	S +	3.00% + 3.00% PIK	11.61%	12/30/2027	2,146		2,111		2,059		0.26	%
Edko Acquisition, LLC (6)(8)	First lien senior secured revolving loan	S +	5.75%	11.36%	6/25/2026	38		—		—		0.00	%
Edko Acquisition, LLC	First lien senior secured term loan	S +	5.75%	11.36%	6/25/2026	1,128		1,120		1,116		0.14	%
Franchise Fastlane, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.89%	5/2/2027	15		—		—		0.00	%
Franchise Fastlane, LLC	First lien senior secured term loan	S +	5.25%	10.89%	5/2/2027	1,158		1,146		1,142		0.14	%
Gold Medal Holdings, Inc (9)	First lien senior secured revolving loan	S +	7.00%	12.62%	3/17/2027	50		45		45		0.01	%
Gold Medal Holdings, Inc	First lien senior secured term loan	S +	7.00%	12.61%	3/17/2027	717		713		710		0.09	%
Green Monster Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	11.22%	12/28/2026	38		26		26		0.00	%
Green Monster Acquisition, LLC	First lien senior secured term loan	S +	5.75%	11.40%	12/28/2026	1,157		1,146		1,142		0.14	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.97%	3/31/2028	95		94		94		0.01	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.97%	3/31/2028	355		149		153		0.02	%
HLSG Intermediate, LLC	First lien senior secured revolving loan	S +	6.50%	11.97%	3/31/2028	60		19		19		0.00	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	6.50%	12.11%	3/31/2028	645		632		640		0.08	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	6.50%	11.97%	3/31/2028	994		990		986		0.12	%
Industrial Air Flow Dynamics, Inc (6)	First lien senior secured revolving loan	S +	6.25%	11.78%	8/5/2028	2,537		(39)		(35)		0.00	%
Industrial Air Flow Dynamics, Inc	First lien senior secured term loan	S +	6.25%	11.78%	8/5/2028	17,579		17,286		17,318		2.17	%
Nimlok Company, LLC (6)(10)	First lien senior secured revolving loan	S +	5.50%	11.11%	11/27/2024	320		(2)		(3)		0.00	%
Nimlok Company, LLC	First lien senior secured term loan	S +	5.50%	11.11%	11/27/2025	2,607		2,592		2,584		0.32	%

The accompanying notes are an integral part of these consolidated financial statements.

33

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
PRA Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	12.00%	5/12/2028	56		(1)		(1)		0.00	%
PRA Acquisition, LLC	First lien senior secured term loan	S +	6.50%	12.00%	5/12/2028	635		621		620		0.08	%
Quality Liaison Services of North America, Inc (6)	First lien senior secured revolving loan	S +	6.00%	11.53%	5/2/2028	1,629		(35)		(33)		0.00	%
Quality Liaison Services of North America, Inc	First lien senior secured term loan	S +	6.00%	11.53%	5/2/2028	12,849		12,563		12,578		1.57	%
Steel City Wash, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	12/27/2026	141		140		140		0.02	%
Steel City Wash, LLC	First lien senior secured revolving loan	S +	6.00%	11.61%	12/27/2026	38		21		21		0.00	%
Steel City Wash, LLC	First lien senior secured term loan	S +	6.00%	11.61%	12/27/2026	786		780		777		0.10	%
								42,204		42,183		5.28	%
Construction and engineering
BCI Burke Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	11.11%	12/14/2027	$	129	$	22	$	22	0.00	%
BCI Burke Holding Corp (6)	First lien senior secured revolving loan	S +	5.50%	11.11%	12/14/2027	79		(1)		(1)		0.00	%
BCI Burke Holding Corp	First lien senior secured term loan	S +	5.50%	11.11%	12/14/2027	815		811		808		0.10	%
CPS HVAC Group, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.36%	12/15/2026	150		31		26		0.00	%
CPS HVAC Group, LLC (11)	First lien senior secured revolving loan	S +	6.75%	12.36%	12/15/2026	38		12		10		0.00	%
CPS HVAC Group, LLC	First lien senior secured term loan	S +	6.75%	12.36%	12/15/2026	269		264		254		0.03	%
Domino Equipment Company, LLC	First lien senior secured revolving loan	S +	6.50%	11.97%	4/1/2026	79		12		7		0.00	%
Domino Equipment Company, LLC	First lien senior secured term loan	S +	6.25% + 0.25% PIK	11.97%	4/1/2026	506		498		467		0.06	%
Highland Acquisition, Inc (6)	First lien senior secured revolving loan	S +	5.25%	10.86%	3/9/2027	30		—		—		0.00	%
Highland Acquisition, Inc	First lien senior secured term loan	S +	5.25%	10.86%	3/9/2027	871		862		859		0.11	%
Ironhorse Purchaser, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	9/30/2027	9,319		9,219		9,228		1.16	%
Ironhorse Purchaser, LLC (12)	First lien senior secured revolving loan	S +	6.50%	12.11%	9/30/2027	5,813		3,262		3,286		0.41	%
Ironhorse Purchaser, LLC	First lien senior secured term loan	S +	6.50%	12.11%	9/30/2027	30,299		29,930		29,976		3.76	%
Rose Paving, LLC	First lien senior secured revolving loan	S +	5.50%	11.20%	11/7/2028	5,055		631		639		0.08	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.50%	11.00%	11/7/2028	17,427		17,068		17,095		2.14	%
								62,621		62,676		7.85	%
Containers and packaging
Bulk Lift International, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.36%	11/15/2027	$	127	$	125	$	125	0.02	%
Bulk Lift International, LLC (6)	First lien senior secured revolving loan	S +	6.75%	12.36%	11/15/2027	1,801		(39)		(39)		0.00	%
Bulk Lift International, LLC	First lien senior secured term loan	S +	6.75%	12.36%	11/15/2027	6,180		6,043		6,048		0.76	%
Innovative FlexPak, LLC	First lien senior secured revolving loan	S +	7.00%	12.47%	1/23/2025	627		492		428		0.05	%
Innovative FlexPak, LLC	First lien senior secured term loan	S +	7.00%	12.47%	1/23/2025	2,616		2,048		1,786		0.22	%

The accompanying notes are an integral part of these consolidated financial statements.

34

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Innovative FlexPak, LLC	First lien senior secured term loan	S +	20.00% PIK	20.00%	1/23/2025	384		292		262		0.03	%
Johns Byrne LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%	11.60%	8/31/2029	2,578		(60)		(57)		(0.01)	%
Johns Byrne LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.60%	8/31/2029	1,460		(34)		(32)		0.00	%
Johns Byrne LLC	First lien senior secured term loan	S +	6.25%	11.60%	8/31/2029	9,644		9,418		9,427		1.18	%
Johns Byrne LLC	First lien senior secured revolving loan	S +	6.25%	11.86%	10/6/2027	6,748		(127)		(120)		(0.02)	%
K-1 Packaging Group LLC	First lien senior secured term loan	S +	6.25%	11.86%	10/6/2027	31,406		30,749		30,805		3.86	%
MRC Keeler Acquisition LLC	First lien senior secured delayed draw term loan	S +	5.75%	11.25%	12/4/2025	73		72		68		0.01	%
MRC Keeler Acquisition LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.25%	12/4/2025	150		(1)		(10)		0.00	%
MRC Keeler Acquisition LLC	First lien senior secured term loan	S +	5.75%	11.25%	12/4/2025	904		899		846		0.11	%
Sixarp, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	10.86%	8/5/2027	3,180		(45)		(42)		(0.01)	%
Sixarp, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.86%	8/5/2027	3,732		(54)		(49)		(0.01)	%
Sixarp, LLC	First lien senior secured term loan	S +	5.25%	10.86%	8/5/2027	19,627		19,319		19,349		2.42	%
Vanguard Packaging, LLC (6)	First lien senior secured revolving loan	S +	5.00%	10.47%	8/9/2024	535		(2)		(2)		0.00	%
Vanguard Packaging, LLC	First lien senior secured term loan	S +	5.00%	10.47%	8/9/2024	1,092		1,092		1,089		0.14	%
								70,187		69,882		8.75	%
Distributors
RTP Acquisition, LLC (6)	First lien senior secured revolving loan	P +	5.50%	14.00%	8/17/2026	$	38	$	(1)	$	(1)	0.00	%
RTP Acquisition, LLC	First lien senior secured term loan	S +	6.50%	11.97%	8/17/2026	2,720		2,676		2,678		0.34	%
								2,675		2,677		0.34	%
Diversified consumer services
50Floor, LLC	First lien senior secured revolving loan	S +	7.75%	13.25%	12/31/2025	$	199	$	145	$	138	0.02	%
50Floor, LLC	First lien senior secured term loan	S +	2.75% + 5.00% PIK	13.25%	12/31/2026	965		957		917		0.11	%
ACES Intermediate, Inc (6)	First lien senior secured revolving loan	S +	5.50%	10.97%	7/27/2027	7,114		(101)		(94)		(0.01)	%
ACES Intermediate, Inc	First lien senior secured term loan	S +	5.50%	10.97%	7/27/2027	31,977		31,495		31,528		3.93	%
CL Services Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.79%	4/25/2028	7,258		3,754		3,762		0.47	%
CL Services Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.78%	4/25/2028	1,629		(35)		(33)		0.00	%
CL Services Acquisition, LLC	First lien senior secured term loan	S +	6.25%	11.78%	4/25/2028	10,221		9,987		10,002		1.25	%
Esquire Deposition Solutions, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.00%	12/30/2027	7,402		5,697		5,724		0.72	%
Esquire Deposition Solutions, LLC	First lien senior secured revolving loan	S +	6.50%	12.00%	12/30/2027	2,162		597		611		0.08	%
Esquire Deposition Solutions, LLC	First lien senior secured term loan	S +	6.50%	12.00%	12/30/2027	15,895		15,518		15,617		1.95	%
Home Brands Group Holdings, Inc (6)	First lien senior secured revolving loan	S +	4.75%	10.29%	11/8/2026	48		(1)		(1)		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

35

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Home Brands Group Holdings, Inc	First lien senior secured term loan	S +	4.75%	10.29%	11/8/2026	1,701		1,688		1,682		0.21	%
ISSA, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.86%	3/1/2027	131		(2)		(2)		0.00	%
ISSA, LLC	First lien senior secured term loan	S +	6.25%	11.86%	3/1/2027	1,858		1,836		1,834		0.23	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%	12.07%	12/29/2026	7,060		509		560		0.07	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.94%	12/29/2026	87		86		86		0.01	%
Juniper Landscaping Holdings LLC (13)	First lien senior secured revolving loan	S +	6.25%	12.06%	12/29/2026	820		121		127		0.02	%
Juniper Landscaping Holdings LLC	First lien senior secured term loan	S +	6.25%	11.86%	12/29/2026	3,032		2,989		2,996		0.38	%
Kalkomey Enterprises, LLC (6)	First lien senior secured revolving loan	S +	6.50%	12.00%	4/24/2025	77		—		(1)		0.00	%
Kalkomey Enterprises, LLC	First lien senior secured term loan	S +	6.50%	12.00%	4/24/2026	1,037		1,032		1,029		0.13	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured delayed draw term loan	P +	5.50%	14.00%	10/24/2028	4,598		786		786		0.10	%
Lawn Care Holdings Purchaser, Inc (6)	First lien senior secured revolving loan	S +	6.50%	12.12%	10/24/2028	828		(24)		(24)		—	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured term loan	S +	6.50%	12.12%	10/24/2028	2,916		2,831		2,830		0.35	%
PPW Acquisition, LLC	First lien senior secured revolving loan	S +	6.75%	12.37%	9/30/2026	38		6		5		0.00	%
PPW Acquisition, LLC	First lien senior secured term loan	S +	4.25% + 2.50% PIK	12.50%	9/30/2026	603		588		563		0.07	%
Premier Early Childhood Education Partners LLC	First lien senior secured delayed draw term loan	S +	5.75%	11.22%	11/22/2028	10,983		2,523		2,523		0.32	%
Premier Early Childhood Education Partners LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.22%	11/22/2028	1,380		(34)		(34)		—	%
Premier Early Childhood Education Partners LLC	First lien senior secured term loan	S +	5.75%	11.22%	11/22/2028	8,313		8,108		8,107		1.01	%
TSR Concrete Coatings, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.75%	9/22/2028	1,534		(36)		(35)		—	%
TSR Concrete Coatings, LLC	First lien senior secured term loan	S +	6.25%	11.75%	9/22/2028	6,211		6,063		6,071		0.76	%
United Land Services Opco Parent, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	3/23/2026	1,621		1,384		1,380		0.17	%
United Land Services Opco Parent, LLC	First lien senior secured revolving loan	S +	6.50%	12.11%	3/23/2026	150		108		108		0.01	%
United Land Services Opco Parent, LLC	First lien senior secured term loan	S +	6.50%	12.11%	3/23/2026	356		352		351		0.04	%
Yard-Nique, Inc	First lien senior secured delayed draw term loan	S +	6.00%	11.50%	4/30/2026	6,234		963		965		0.12	%
Yard-Nique, Inc	First lien senior secured revolving loan	S +	5.00%	10.50%	4/30/2026	889		74		75		0.01	%
Yard-Nique, Inc	First lien senior secured term loan	S +	6.00%	11.50%	4/30/2026	7,072		7,006		7,012		0.88	%
								106,970		107,165		13.41	%
Electrical equipment
AEP Passion Intermediate Holdings, Inc	First lien senior secured delayed draw term loan	S +	6.50%	11.96%	10/5/2027	$	71	$	69	$	69	0.01	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured revolving loan	S +	6.50%	11.96%	10/5/2027	48		31		31		0.00	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured term loan	S +	6.50%	12.04%	10/5/2027	1,268		1,245		1,240		0.16	%
WCI Volt Purchaser, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.86%	9/15/2028	2,249		(35)		(32)		0.00	%
WCI Volt Purchaser, LLC	First lien senior secured term loan	S +	5.25%	10.86%	9/15/2028	9,632		9,474		9,488		1.18	%

The accompanying notes are an integral part of these consolidated financial statements.

36

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
								10,784		10,796		1.35	%
Electronic equipment, instruments and components
Advanced Lighting Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.47%	11/22/2025	$	324	$	—	$	—	0.00	%
Advanced Lighting Acquisition, LLC	First lien senior secured term loan	S +	6.00%	11.47%	11/22/2025	1,181		1,182		1,179		0.15	%
ITSavvy LLC	First lien senior secured delayed draw term loan	S +	5.25%	10.78%	8/8/2028	1,553		1,309		1,309		0.16	%
ITSavvy LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.89%	8/8/2028	1,778		(14)		(11)		0.00	%
ITSavvy LLC	First lien senior secured term loan	S +	5.25%	10.89%	8/8/2028	11,801		11,705		11,723		1.47	%
Nelson Name Plate Company	First lien senior secured delayed draw term loan	S +	5.50%	11.11%	10/18/2026	118		117		116		0.01	%
Nelson Name Plate Company (6)	First lien senior secured revolving loan	S +	5.50%	11.11%	10/18/2026	90		(1)		(1)		0.00	%
Nelson Name Plate Company	First lien senior secured term loan	S +	5.50%	11.11%	10/18/2026	892		885		880		0.11	%
								15,183		15,195		1.90	%
Food and staples retailing
Engelman Baking Co, LLC	First lien senior secured revolving loan	S +	5.50%	10.97%	2/28/2025	$	207	$	6	$	6	0.00	%
Engelman Baking Co, LLC	First lien senior secured term loan	S +	5.50%	10.97%	2/28/2025	706		704		702		0.09	%
Ever Fresh Fruit Company, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.96%	11/17/2028	1,380		(34)		(34)		0.00	%
Ever Fresh Fruit Company, LLC	First lien senior secured term loan	S +	6.50%	11.96%	11/17/2028	7,363		7,182		7,180		0.90	%
Mad Rose Company, LLC (6)(14)	First lien senior secured revolving loan	S +	6.50%	12.15%	5/7/2026	395		(5)		(4)		0.00	%
Mad Rose Company, LLC	First lien senior secured term loan	S +	6.25%	11.90%	5/7/2026	2,928		2,892		2,895		0.36	%
Main Street Gourmet, LLC	First lien senior secured delayed draw term loan	S +	5.25%	10.86%	11/10/2025	41		41		41		0.01	%
Main Street Gourmet, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.86%	11/10/2025	38		—		—		0.00	%
Main Street Gourmet, LLC	First lien senior secured term loan	S +	5.25%	10.86%	11/10/2025	1,110		1,106		1,102		0.14	%
NutriScience Innovations, LLC (6)(15)	First lien senior secured revolving loan	S +	7.00%	12.61%	4/21/2026	131		(1)		(1)		0.00	%
NutriScience Innovations, LLC	First lien senior secured term loan	S +	7.00%	12.61%	4/21/2026	390		387		385		0.05	%
Qin's Buffalo, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	5/5/2027	75		(1)		(1)		0.00	%
Qin's Buffalo, LLC	First lien senior secured revolving loan	P +	5.00%	13.50%	5/5/2027	38		7		7		0.00	%
Qin's Buffalo, LLC	First lien senior secured term loan	S +	6.00%	11.61%	5/5/2027	531		524		523		0.07	%
SCP Beverage Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	11.15%	11/24/2026	38		12		12		0.00	%
SCP Beverage Buyer, LLC	First lien senior secured term loan	S +	5.50%	11.15%	11/24/2026	7,184		7,117		7,090		0.89	%
Universal Pure, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.51%	10/31/2028	364		37		38		0.00	%
Universal Pure, LLC (16)	First lien senior secured revolving loan	S +	6.00%	11.50%	10/31/2028	7,142		2,163		2,170		0.27	%
Universal Pure, LLC	First lien senior secured term loan	S +	6.00%	11.50%	10/31/2028	17,675		17,268		17,280		2.15	%
								39,405		39,391		4.93	%
Food products

The accompanying notes are an integral part of these consolidated financial statements.

37

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
BPCP WLF Intermedco LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.50%	8/19/2027	$	5,846	$	(85)	$	(78)	(0.01)	%
BPCP WLF Intermedco LLC	First lien senior secured revolving loan	S +	6.00%	11.50%	8/19/2027	3,383		1,304		1,308		0.16	%
BPCP WLF Intermedco LLC	First lien senior secured term loan	S +	6.00%	11.50%	8/19/2027	23,092		22,735		22,765		2.86	%
Icelandirect, LLC	First lien senior secured revolving loan	S +	6.50%	12.11%	7/30/2026	38		32		32		0.00	%
Icelandirect, LLC	First lien senior secured term loan	S +	6.50%	12.11%	7/30/2026	707		701		699		0.09	%
Starwest Botanicals Acquisition, LLC	First lien senior secured revolving loan	S +	5.25%	10.72%	4/30/2027	174		70		68		0.01	%
Starwest Botanicals Acquisition, LLC	First lien senior secured term loan	S +	5.25%	10.72%	4/30/2027	799		761		753		0.09	%
Sun Orchard, LLC (6)	First lien senior secured revolving loan	S +	5.00%	10.61%	7/8/2027	5,336		(75)		(69)		(0.01)	%
Sun Orchard, LLC	First lien senior secured term loan	S +	5.00%	10.61%	7/8/2027	11,414		11,253		11,258		1.41	%
Treat Planet Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	12.11%	1/11/2028	1,965		(48)		(46)		(0.01)	%
Treat Planet Acquisition, LLC	First lien senior secured term loan	S +	6.50%	12.11%	1/11/2028	7,228		7,046		7,052		0.88	%
Westminster Cracker Company, Inc (6)	First lien senior secured revolving loan	S +	6.25%	11.71%	8/30/2026	1,534		(23)		(22)		0.00	%
Westminster Cracker Company, Inc	First lien senior secured term loan	S +	6.25%	11.71%	8/30/2026	9,721		9,567		9,578		1.20	%
								53,238		53,298		6.67	%
Gas utilities
Hydromax USA, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.21%	12/30/2026	$	111	$	107	$	109	0.01	%
Hydromax USA, LLC (6)	First lien senior secured revolving loan	S +	6.75%	12.21%	12/30/2026	228		(8)		(5)		0.00	%
Hydromax USA, LLC	First lien senior secured term loan	S +	6.75%	12.21%	12/30/2026	1,204		1,164		1,179		0.15	%
								1,263		1,283		0.16	%
Health care equipment and supplies
626 Holdings Equity LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.57%	2/14/2028	$	313	$	220	$	220	0.03	%
626 Holdings Equity LLC	First lien senior secured revolving loan	S +	6.00%	11.65%	2/14/2028	75		44		44		0.01	%
626 Holdings Equity LLC	First lien senior secured term loan	S +	6.00%	11.61%	2/14/2028	875		864		861		0.11	%
EMSAR Acquisition LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	3/30/2026	214		212		211		0.03	%
EMSAR Acquisition LLC	First lien senior secured revolving loan	S +	6.50%	12.11%	3/30/2026	134		119		119		0.01	%
EMSAR Acquisition LLC	First lien senior secured term loan	S +	6.50%	12.11%	3/30/2026	1,037		1,024		1,024		0.13	%
Medical Technology Associates, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	7/25/2028	1,966		(37)		(35)		0.00	%
Medical Technology Associates, LLC	First lien senior secured term loan	S +	6.00%	11.61%	7/25/2028	19,275		18,885		18,932		2.36	%
Nasco Healthcare Inc. (6)(17)	First lien senior secured revolving loan	S +	5.75%	11.25%	6/30/2025	3,322		(23)		(20)		—	%
Nasco Healthcare Inc.	First lien senior secured term loan	S +	5.75%	11.25%	6/30/2025	15,490		15,371		15,392		1.93	%
Reliable Medical Supply LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	4/8/2025	67		66		66		0.01	%
Reliable Medical Supply LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.62%	4/8/2025	75		18		18		0.00	%
Reliable Medical Supply LLC	First lien senior secured revolving loan	S +	6.00%	11.61%	4/8/2025	138		82		81		0.01	%

The accompanying notes are an integral part of these consolidated financial statements.

38

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Reliable Medical Supply LLC	First lien senior secured term loan	S +	6.00%	11.61%	4/8/2025	923		917		913		0.11	%
SCA Buyer, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.14%	1/20/2026	278		274		274		0.03	%
SCA Buyer, LLC	First lien senior secured revolving loan	S +	6.50%	12.14%	1/20/2026	133		131		130		0.02	%
SCA Buyer, LLC	First lien senior secured term loan	S +	6.50%	12.14%	1/20/2026	749		738		737		0.09	%
Spectrum Solutions, LLC	First lien senior secured delayed draw term loan	S +	15.00% PIK	15.00%	3/5/2026	100		95		79		0.01	%
Spectrum Solutions, LLC (6)	First lien senior secured revolving loan	S +	2.75%	8.36%	3/5/2026	267		(32)		(57)		(0.01)	%
Spectrum Solutions, LLC	First lien senior secured term loan	S +	2.75%	8.36%	3/5/2026	503		442		397		0.05	%
Surplus Solutions, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	11/30/2027	1,771		(35)		(33)		0.00	%
Surplus Solutions, LLC	First lien senior secured term loan	S +	6.00%	11.61%	11/30/2027	10,042		9,844		9,854		1.23	%
								49,219		49,207		6.16	%
Health care providers and services
ADVI Health, LLC (6)	First lien senior secured revolving loan	S +	7.00%	12.61%	11/29/2027	$	1,062	$	(21)	$	(20)	0.00	%
ADVI Health, LLC	First lien senior secured term loan	S +	7.00%	12.61%	11/29/2027	6,180		6,051		6,060		0.76	%
Advocate RCM Acquisition Corp (6)	First lien senior secured revolving loan	S +	6.50%	11.96%	12/22/2026	2,902		(51)		(51)		(0.01)	%
Advocate RCM Acquisition Corp	First lien senior secured term loan	S +	6.50%	11.96%	12/22/2026	22,617		22,221		22,221		2.78	%
Agility Intermediate, Inc	First lien senior secured delayed draw term loan	S +	6.75%	12.36%	4/15/2026	110		107		105		0.01	%
Agility Intermediate, Inc	First lien senior secured revolving loan	S +	6.75%	12.36%	4/15/2026	134		77		74		0.01	%
Agility Intermediate, Inc	First lien senior secured term loan	S +	6.75%	12.36%	4/15/2026	240		234		229		0.03	%
Apex Dental Partners, LLC	First lien senior secured delayed draw term loan	S +	4.75%	10.39%	11/23/2025	112		15		15		0.00	%
Apex Dental Partners, LLC	First lien senior secured delayed draw term loan	S +	4.75% + 2.00% PIK	12.39%	11/23/2025	441		438		437		0.05	%
Apex Dental Partners, LLC	First lien senior secured revolving loan	S +	6.75%	12.39%	11/23/2025	150		79		78		0.01	%
Apex Dental Partners, LLC	First lien senior secured term loan	S +	4.75% + 2.00% PIK	12.39%	11/23/2025	615		612		610		0.08	%
ASC Ortho Management Company, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	12/31/2026	356		320		319		0.04	%
ASC Ortho Management Company, LLC	First lien senior secured revolving loan	S +	6.00%	11.61%	12/31/2026	38		12		12		0.00	%
ASC Ortho Management Company, LLC	First lien senior secured term loan	S +	6.00%	11.61%	12/31/2026	514		508		506		0.06	%
ASP Global Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	1/21/2026	557		551		548		0.07	%
ASP Global Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	12.11%	1/21/2026	485		(7)		(8)		0.00	%
ASP Global Acquisition, LLC	First lien senior secured term loan	S +	6.50%	12.11%	1/21/2025	2,404		2,380		2,365		0.30	%

The accompanying notes are an integral part of these consolidated financial statements.

39

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
Beacon Oral Specialists Management LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	12/14/2025	829	825	822	0.10	%
Beacon Oral Specialists Management LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.86%	12/14/2025	188	(2)	(2)	0.00	%
Beacon Oral Specialists Management LLC	First lien senior secured term loan	S +	6.25%	11.86%	12/14/2025	926	921	917	0.11	%
Beghou Consulting, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.36%	5/1/2028	2,714	(65)	(62)	(0.01)	%
Beghou Consulting, LLC	First lien senior secured term loan	S +	5.75%	11.36%	5/1/2028	15,390	15,012	15,027	1.88	%
Behavior Frontiers, LLC (6)(18)	First lien senior secured revolving loan	S +	6.25%	11.86%	5/21/2026	38	(1)	(1)	0.00	%
Behavior Frontiers, LLC	First lien senior secured term loan	S +	6.25%	11.86%	5/21/2026	576	555	562	0.07	%
Benefit Plan Administrators of Eau Claire, LLC	First lien senior secured delayed draw term loan	S +	5.50%	11.22%	6/7/2026	7,496	3,014	3,017	0.38	%
Benefit Plan Administrators of Eau Claire, LLC (6)	First lien senior secured revolving loan	S +	5.50%	11.40%	6/7/2026	1,710	(17)	(15)	0.00	%
Benefit Plan Administrators of Eau Claire, LLC	First lien senior secured term loan	S +	5.50%	11.40%	6/7/2026	13,648	13,489	13,501	1.69	%
BPCP EE Intermedco LLC	First lien senior secured delayed draw term loan	S +	5.75%	11.25%	4/3/2028	3,202	1,985	1,988	0.25	%
BPCP EE Intermedco LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.25%	4/3/2028	2,244	(53)	(50)	(0.01)	%
BPCP EE Intermedco LLC	First lien senior secured term loan	S +	5.75%	11.25%	4/3/2028	6,494	6,336	6,345	0.79	%
Brightview, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.47%	12/14/2026	48	47	47	0.01	%
Brightview, LLC	First lien senior secured revolving loan	S +	6.00%	11.47%	12/14/2026	52	52	52	0.01	%
Brightview, LLC	First lien senior secured term loan	S +	6.00%	11.47%	12/14/2026	685	683	681	0.09	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan	S +	7.00%	12.61%	3/19/2026	117	114	112	0.01	%
Canadian Orthodontic Partners Corp (6)(7)	First lien senior secured revolving loan	C +	7.00%	12.45%	3/19/2026	C$ 28	(1)	(1)	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan	C +	7.00%	12.45%	3/19/2026	C$ 829	609	599	0.07	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured revolving loan	S +	6.00%	11.76%	8/2/2027	5,898	3,258	3,264	0.41	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured term loan	S +	6.00%	11.50%	8/2/2027	31,320	30,850	30,884	3.87	%
Community Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.47%	6/10/2026	165	165	162	0.02	%
Community Care Partners, LLC	First lien senior secured revolving loan	S +	6.00%	11.47%	6/10/2026	75	64	62	0.01	%
Community Care Partners, LLC	First lien senior secured term loan	S +	6.00%	11.47%	6/10/2026	944	942	926	0.12	%
Community Care Partners, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.47%	6/10/2026	19	—	—	0.00	%
Dermatology Medical Partners OpCo LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	10/29/2026	80	78	78	0.01	%
Dermatology Medical Partners OpCo LLC	First lien senior secured revolving loan	S +	6.50%	12.13%	10/29/2026	38	28	28	0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

40

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
Dermatology Medical Partners OpCo LLC	First lien senior secured term loan	S +	6.50%	12.11%	10/29/2026	317	313	312	0.04	%
EH Management Company, LLC	First lien senior secured revolving loan	S +	5.50%	11.11%	7/15/2026	38	11	11	0.00	%
EH Management Company, LLC	First lien senior secured term loan	S +	5.50%	11.11%	7/15/2026	960	954	950	0.12	%
Endodontic Practice Partners, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.84%	11/2/2027	16,949	13,037	13,035	1.63	%
Endodontic Practice Partners, LLC	First lien senior secured revolving loan	S +	6.00%	11.90%	11/2/2027	1,956	163	166	0.02	%
Endodontic Practice Partners, LLC	First lien senior secured term loan	S +	6.00%	11.87%	11/2/2027	15,432	15,176	15,195	1.90	%
Flourish Research Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.00%	4/28/2025	2,213	2,170	2,171	0.27	%
Flourish Research Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.15%	4/28/2026	3,384	721	734	0.09	%
Flourish Research Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.97%	4/28/2026	848	(16)	(16)	0.00	%
Flourish Research Acquisition, LLC	First lien senior secured term loan	S +	6.50%	11.97%	4/28/2026	19,657	19,250	19,263	2.41	%
Geriatric Medical and Surgical Supply, LLC	First lien senior secured revolving loan	S +	6.00%	11.64%	12/21/2025	300	50	50	0.01	%
Geriatric Medical and Surgical Supply, LLC	First lien senior secured term loan	S +	6.00%	11.61%	12/21/2025	907	901	898	0.11	%
Golden Bear PT Partners, LLC	First lien senior secured delayed draw term loan	S +	6.75% + 1.00% PIK	13.36%	10/22/2026	174	170	170	0.02	%
Golden Bear PT Partners, LLC	First lien senior secured revolving loan	S +	7.75%	13.36%	10/22/2026	38	14	15	0.00	%
Golden Bear PT Partners, LLC	First lien senior secured term loan	S +	12.00%	17.61%	10/22/2026	49	49	48	0.01	%
Golden Bear PT Partners, LLC	First lien senior secured term loan	S +	6.75% + 1.00% PIK	13.36%	10/22/2026	1,495	1,462	1,460	0.18	%
Guardian Dentistry Practice Management, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.97%	8/20/2026	494	492	490	0.06	%
Guardian Dentistry Practice Management, LLC	First lien senior secured revolving loan	S +	6.50%	11.97%	8/20/2026	23	19	19	0.00	%
Guardian Dentistry Practice Management, LLC	First lien senior secured term loan	S +	6.50%	11.97%	8/20/2026	515	513	511	0.06	%
H2 Holdco, Inc	First lien senior secured delayed draw term loan	S +	5.25% + 2.25% PIK	13.26%	5/5/2028	7,245	2,251	2,258	0.28	%
H2 Holdco, Inc	First lien senior secured term loan	S +	5.25% + 2.25% PIK	13.26%	5/5/2028	18,070	17,585	17,609	2.20	%
H2 Holdco, Inc (6)(19)	First lien senior secured revolving loan	S +	5.25% + 2.25% PIK	13.26%	5/5/2028	2,544	(66)	(64)	(0.01)	%
IMA Group Management Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.50%	12.00%	6/30/2028	174	(4)	(4)	0.00	%
IMA Group Management Company, LLC	First lien senior secured revolving loan	S +	6.50%	12.01%	6/30/2028	35	8	8	0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

41

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
IMA Group Management Company, LLC	First lien senior secured term loan	S +	6.50%	12.00%	6/30/2028	863	845	843	0.11	%
IPC Pain Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.97%	5/19/2027	11,057	9,889	9,891	1.24	%
IPC Pain Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.97%	5/19/2027	1,140	(12)	(10)	0.00	%
IPC Pain Acquisition, LLC	First lien senior secured term loan	S +	5.50%	10.97%	5/19/2027	2,932	2,900	2,903	0.36	%
MWEC Management, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.63%	2/14/2025	1,429	93	92	0.01	%
MWEC Management, LLC	First lien senior secured revolving loan	S +	6.00%	11.64%	2/14/2028	1,924	582	583	0.07	%
MWEC Management, LLC	First lien senior secured term loan	S +	6.00%	11.64%	2/14/2028	11,626	11,346	11,364	1.42	%
Network Partners Acquisitions, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	12/30/2026	113	(1)	(1)	0.00	%
Network Partners Acquisitions, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	12/30/2026	38	—	—	—	%
Network Partners Acquisitions, LLC	First lien senior secured term loan	S +	6.00%	11.61%	12/30/2026	388	385	384	0.05	%
NH Kronos Buyer, Inc. (6)	First lien senior secured revolving loan	S +	6.25%	11.75%	11/1/2028	12,705	(306)	(271)	(0.03)	%
NH Kronos Buyer, Inc.	First lien senior secured term loan	S +	6.25%	11.75%	11/1/2028	53,238	51,905	52,034	6.54	%
Peak Dental Services, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.39%	12/31/2025	95	57	57	0.01	%
Peak Dental Services, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.37%	12/31/2025	519	515	514	0.06	%
Peak Dental Services, LLC	First lien senior secured revolving loan	S +	6.75%	12.37%	12/31/2025	133	132	131	0.02	%
Peak Dental Services, LLC	First lien senior secured term loan	S +	6.75%	12.36%	12/31/2025	579	575	574	0.07	%
Peak Investment Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	7.00%	12.61%	12/31/2025	113	(1)	(1)	0.00	%
Peak Investment Holdings, LLC	First lien senior secured revolving loan	S +	7.00%	12.61%	12/31/2025	324	29	29	—	%
Peak Investment Holdings, LLC	First lien senior secured term loan	S +	7.00%	12.61%	12/31/2025	1,210	1,203	1,198	0.15	%
Pentec Acquisition Corp (6)	First lien senior secured revolving loan	S +	6.00%	11.47%	10/8/2026	75	(1)	(1)	0.00	%
Pentec Acquisition Corp	First lien senior secured term loan	S +	6.00%	11.47%	10/8/2026	986	982	979	0.12	%
Purpose Home Health Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.89%	11/3/2027	6,832	6,714	6,722	0.84	%
Purpose Home Health Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.25%	12.12%	11/3/2027	1,956	(34)	(32)	0.00	%
Purpose Home Health Acquisition, LLC	First lien senior secured term loan	S +	6.25%	12.12%	11/3/2027	8,230	8,084	8,096	1.01	%
Revival Animal Health, LLC	First lien senior secured revolving loan	S +	6.50%	12.04%	4/6/2026	131	96	96	0.01	%
Revival Animal Health, LLC	First lien senior secured term loan	S +	6.50%	12.12%	4/6/2026	4,782	4,710	4,740	0.59	%
RMS Health Care Management, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.63%	10/6/2026	2,707	93	93	0.01	%

The accompanying notes are an integral part of these consolidated financial statements.

42

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
RMS Health Care Management, LLC	First lien senior secured revolving loan	S +	6.75%	12.51%	10/6/2026	920	441	441	0.06	%
RMS Health Care Management, LLC	First lien senior secured term loan	S +	6.75%	12.36%	10/6/2026	4,320	4,229	4,228	0.53	%
RQM Buyer, Inc	First lien senior secured delayed draw term loan	S +	5.75%	11.36%	8/12/2026	83	83	83	0.01	%
RQM Buyer, Inc	First lien senior secured revolving loan	S +	5.75%	11.42%	8/12/2026	206	40	40	0.01	%
RQM Buyer, Inc	First lien senior secured term loan	S +	5.75%	11.36%	8/12/2026	1,727	1,724	1,719	0.22	%
Sage Dental Management, LLC	First lien senior secured revolving loan	S +	6.00%	11.64%	10/1/2024	75	26	26	0.00	%
Sage Dental Management, LLC	First lien senior secured term loan	S +	6.00%	11.61%	10/1/2024	2,557	2,548	2,546	0.32	%
SAMGI Buyer, Inc (6)	First lien senior secured revolving loan	S +	5.50%	11.11%	4/14/2025	138	(1)	(1)	0.00	%
SAMGI Buyer, Inc	First lien senior secured term loan	S +	5.50%	11.11%	4/14/2025	649	647	645	0.08	%
SCP ENT and Allergy Services, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.51%	9/25/2025	157	155	156	0.02	%
SCP ENT and Allergy Services, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.47%	9/25/2025	256	(4)	(2)	0.00	%
SCP ENT and Allergy Services, LLC	First lien senior secured term loan	S +	6.00%	11.47%	9/25/2025	2,755	2,717	2,732	0.34	%
Signature Dental Partners LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.72%	10/29/2026	178	176	175	0.02	%
Signature Dental Partners LLC	First lien senior secured revolving loan	S +	6.25%	11.72%	10/29/2026	38	37	37	0.00	%
Signature Dental Partners LLC	First lien senior secured term loan	S +	6.25%	11.72%	10/29/2026	852	843	840	0.11	%
Silver Falls MSO, LLC	First lien senior secured revolving loan	S +	6.75%	12.36%	8/30/2025	235	146	140	0.02	%
Silver Falls MSO, LLC	First lien senior secured term loan	S +	4.25% + 2.50% PIK	12.36%	8/30/2025	1,303	1,229	1,218	0.15	%
SimiTree Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.25% + 1.75% PIK	12.63%	5/17/2026	886	874	871	0.11	%
SimiTree Acquisition, LLC	First lien senior secured revolving loan	S +	7.00%	12.63%	5/17/2026	178	48	48	0.01	%
SimiTree Acquisition, LLC	First lien senior secured term loan	S +	5.25%	10.89%	5/17/2026	1,220	1,215	1,211	0.15	%
SIMKO Merger Sub LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	4/7/2027	186	181	180	0.02	%
SIMKO Merger Sub LLC (6)	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	4/7/2027	6,768	(106)	(106)	(0.01)	%
SIMKO Merger Sub LLC	First lien senior secured revolving loan	S +	6.50%	12.14%	4/7/2027	56	8	8	—	%
SIMKO Merger Sub LLC	First lien senior secured term loan	S +	6.50%	12.11%	4/7/2027	651	642	641	0.08	%
Southeast Primary Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	12/30/2025	295	292	291	0.04	%
Southeast Primary Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	12/30/2025	223	221	220	0.03	%
Southeast Primary Care Partners, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.86%	12/30/2025	225	(2)	(3)	—	%
Southeast Primary Care Partners, LLC	First lien senior secured term loan	S +	6.25%	11.86%	12/30/2025	853	847	843	0.11	%

The accompanying notes are an integral part of these consolidated financial statements.

43

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)	Amortized Cost(4)	Fair Value	Percentage of Net Assets
Southern Orthodontic Partners Management, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	1/27/2026	189	189	189	0.02	%
Southern Orthodontic Partners Management, LLC	First lien senior secured revolving loan	S +	6.25%	11.60%	1/27/2026	171	78	78	0.01	%
Southern Orthodontic Partners Management, LLC	First lien senior secured term loan	S +	6.25%	11.86%	1/27/2026	1,341	1,340	1,335	0.17	%
Southern Sports Medicine Partners, LLC	First lien senior secured revolving loan	S +	8.00%	13.61%	2/23/2027	60	23	22	0.00	%
Southern Sports Medicine Partners, LLC	First lien senior secured term loan	S +	4.00% + 4.00% PIK	13.61%	2/23/2027	674	649	642	0.08	%
Spear Education Holdings, LLC (6)	First lien senior secured revolving loan	S +	7.50%	13.00%	12/15/2027	4,463	(97)	(93)	(0.01)	%
Spear Education Holdings, LLC	First lien senior secured term loan	S +	7.50%	13.00%	12/15/2027	12,446	12,165	12,176	1.52	%
Star Dental Partners LLC	First lien senior secured delayed draw term loan	S +	5.75%	11.22%	12/22/2028	11,050	418	418	0.05	%
Star Dental Partners LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.22%	12/22/2028	1,451	(36)	(36)	0.00	%
Star Dental Partners LLC	First lien senior secured term loan	S +	5.75%	11.22%	12/22/2028	9,298	9,066	9,066	1.13	%
U.S. Urology Partners, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.72%	11/8/2026	1,401	(19)	(19)	0.00	%
U.S. Urology Partners, LLC	First lien senior secured term loan	S +	6.25%	11.72%	11/8/2026	11,717	11,548	11,546	1.45	%
US Foot and Ankle Specialists, LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	9/15/2026	16,496	16,301	16,326	2.04	%
US Foot and Ankle Specialists, LLC	First lien senior secured revolving loan	S +	6.25%	11.87%	9/15/2026	2,699	2,225	2,228	0.28	%
US Foot and Ankle Specialists, LLC	First lien senior secured term loan	S +	6.25%	11.86%	9/15/2026	22,884	22,566	22,596	2.83	%
Varsity DuvaSawko Operating Corp (6)	First lien senior secured delayed draw term loan	S +	6.50%	12.11%	11/27/2024	64	—	—	0.00	%
Varsity DuvaSawko Operating Corp (6)	First lien senior secured revolving loan	S +	6.50%	12.11%	11/27/2024	474	(1)	(2)	0.00	%
Varsity DuvaSawko Operating Corp	First lien senior secured term loan	S +	6.50%	12.11%	11/27/2024	2,527	2,526	2,514	0.31	%
Varsity Rejuvenate Management, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.52%	9/1/2028	7,132	(178)	(178)	(0.02)	%
Varsity Rejuvenate Management, LLC (6)	First lien senior secured revolving loan	S +	6.75%	12.29%	9/1/2028	1,245	(34)	(31)	0.00	%
Varsity Rejuvenate Management, LLC	First lien senior secured term loan	S +	6.00%	11.52%	9/1/2028	6,018	5,859	5,868	0.73	%
VetEvolve Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	5.75%	11.20%	10/12/2028	11,632	(278)	(278)	(0.03)	%
VetEvolve Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.20%	10/12/2028	3,067	(73)	(73)	(0.01)	%
VetEvolve Holdings, LLC	First lien senior secured term loan	S +	5.75%	11.20%	10/12/2028	9,212	8,989	8,984	1.12	%
Vital Care Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.86%	10/19/2025	580	(3)	(3)	0.00	%
Vital Care Buyer, LLC	First lien senior secured term loan	S +	5.25%	10.86%	10/19/2025	742	740	738	0.09	%

The accompanying notes are an integral part of these consolidated financial statements.

44

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Western Veterinary Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	10/29/2026	503		499		498		0.06	%
Western Veterinary Partners LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	10/29/2026	24		—		—		—	%
Western Veterinary Partners LLC	First lien senior secured term loan	S +	6.00%	11.61%	10/29/2026	1,302		1,292		1,289		0.16	%
								403,427		403,766		50.54	%
Health care technology
AHR Intermediate, Inc	First lien senior secured delayed draw term loan	S +	5.25%	10.75%	7/29/2027	$	5,296	$	5,239	$	5,227	0.65	%
AHR Intermediate, Inc	First lien senior secured revolving loan	S +	5.25%	10.75%	7/29/2027	7,858		675		727		0.09	%
AHR Intermediate, Inc	First lien senior secured term loan	S +	5.25%	10.75%	7/29/2027	25,490		25,274		25,290		3.17	%
Millennia Patient Services, LLC	First lien senior secured revolving loan	S +	6.50%	12.11%	3/8/2026	134		79		79		0.01	%
Millennia Patient Services, LLC	First lien senior secured term loan	S +	6.50%	12.11%	3/8/2026	980		974		971		0.12	%
								32,241		32,294		4.04	%
Household durables
CPS Power Buyer, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.14%	9/26/2027	$	3,005	$	2,590	$	2,572	0.32	%
CPS Power Buyer, LLC (6)	First lien senior secured delayed draw term loan	S +	6.50%	12.32%	9/26/2027	2,299		(54)		(54)		(0.01)	%
CPS Power Buyer, LLC (6)	First lien senior secured revolving loan	S +	6.50%	12.32%	9/26/2027	1,687		(29)		(40)		(0.01)	%
CPS Power Buyer, LLC	First lien senior secured term loan	S +	6.50%	12.32%	9/26/2027	12,979		12,697		12,673		1.59	%
Kwalu, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.61%	9/23/2027	5,061		(75)		(70)		(0.01)	%
Kwalu, LLC	First lien senior secured term loan	S +	6.00%	11.61%	9/23/2027	24,587		24,202		24,234		3.04	%
MacKenzie Childs Acquisition, Inc	First lien senior secured revolving loan	S +	6.00%	11.50%	9/2/2027	3,374		1,537		1,542		0.19	%
MacKenzie Childs Acquisition, Inc	First lien senior secured term loan	S +	6.00%	11.50%	9/2/2027	17,882		17,672		17,720		2.22	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.61%	1/23/2028	5,801		5,664		5,678		0.71	%
Renovation Systems, LLC	First lien senior secured revolving loan	S +	6.00%	11.61%	1/23/2028	1,965		198		204		0.03	%
Renovation Systems, LLC	First lien senior secured term loan	S +	6.00%	11.61%	1/23/2028	12,288		11,983		12,028		1.51	%
Storm Smart Buyer LLC	First lien senior secured revolving loan	S +	6.00%	11.61%	4/5/2026	131		25		25		0.00	%
Storm Smart Buyer LLC	First lien senior secured term loan	S +	6.00%	11.61%	4/5/2026	899		893		890		0.11	%
Trademark Global, LLC	First lien senior secured revolving loan	S +	5.75% + 1.75% PIK	12.97%	7/30/2024	117		95		75		0.01	%
Trademark Global, LLC	First lien senior secured term loan	S +	5.75% + 1.75% PIK	12.97%	7/30/2024	1,880		1,820		1,494		0.19	%
								79,218		78,971		9.89	%
Industrial Conglomerates
Hultec Buyer, LLC	First lien senior secured revolving loan	S +	6.25%	11.75%	3/31/2029	$	3,915	$	994	$	998	0.12	%
Hultec Buyer, LLC	First lien senior secured term loan	S +	6.25%	11.77%	3/31/2029	14,564		14,170		14,189		1.78	%
								15,164		15,187		1.90	%
Internet and direct marketing retail

The accompanying notes are an integral part of these consolidated financial statements.

45

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Aquatic Sales Solutions, LLC	First lien senior secured revolving loan	S +	7.00%	12.55%	12/18/2025	$	188	$	115	$	113	0.01	%
Aquatic Sales Solutions, LLC	First lien senior secured term loan	S +	3.00% + 4.00% PIK	12.55%	12/18/2025	2,540		2,506		2,488		0.31	%
DealerOn Holdco, Inc (6)	First lien senior secured revolving loan	S +	6.00%	11.47%	11/19/2025	314		(3)		(4)		0.00	%
DealerOn Holdco, Inc	First lien senior secured term loan	S +	6.00%	11.47%	11/19/2025	8,064		7,983		7,968		1.00	%
								10,601		10,565		1.32	%
IT services
E-Phoenix Acquisition Co. Inc (6)	First lien senior secured revolving loan	S +	5.50%	11.00%	6/23/2027	$	75	$	—	$	—	0.00	%
E-Phoenix Acquisition Co. Inc	First lien senior secured term loan	S +	5.50%	11.00%	6/23/2027	1,388		1,384		1,379		0.17	%
FreshAddress, LLC (6)	First lien senior secured revolving loan	S +	5.25%	10.75%	10/5/2025	30		—		—		0.00	%
FreshAddress, LLC	First lien senior secured term loan	S +	5.25%	10.75%	10/5/2025	1,630		1,624		1,618		0.20	%
Icreon Holdings, LLC	First lien senior secured revolving loan	S +	6.50%	11.98%	10/26/2027	1,071		247		248		0.03	%
Icreon Holdings, LLC	First lien senior secured term loan	S +	6.50%	11.97%	10/26/2027	13,185		12,923		12,939		1.62	%
P and R Dental Strategies, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.47%	12/22/2026	23		—		—		0.00	%
P and R Dental Strategies, LLC	First lien senior secured term loan	S +	6.00%	11.47%	12/22/2026	627		623		620		0.08	%
White Label Communications,LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.61%	10/11/2029	1,534		(33)		(33)		—	%
White Label Communications,LLC	First lien senior secured term loan	S +	6.25%	11.61%	10/11/2029	4,737		4,633		4,633		0.58	%
								21,401		21,404		2.68	%
Leisure equipment and products
Champion Motorsports Group, LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.86%	10/8/2026	$	56	$	(1)	$	(1)	0.00	%
Champion Motorsports Group, LLC	First lien senior secured term loan	S +	6.25%	11.86%	10/8/2026	1,671		1,655		1,645		0.20	%
MacNeill Pride Group Corp	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	4/22/2026	408		362		361		0.05	%
MacNeill Pride Group Corp (6)	First lien senior secured revolving loan	S +	6.25%	11.86%	4/22/2026	287		(1)		(1)		0.00	%
MacNeill Pride Group Corp	First lien senior secured term loan	S +	6.25%	11.86%	4/22/2026	830		830		827		0.10	%
								2,845		2,831		0.35	%
Leisure products
PHGP MB Purchaser, Inc	First lien senior secured delayed draw term loan	S +	6.00%	11.63%	5/27/2027	$	112	$	79	$	79	0.01	%
PHGP MB Purchaser, Inc (20)	First lien senior secured revolving loan	S +	6.00%	11.61%	5/20/2027	75		18		18		0.00	%
PHGP MB Purchaser, Inc	First lien senior secured term loan	S +	6.00%	11.61%	5/20/2027	1,092		1,081		1,077		0.14	%
								1,178		1,174		0.15	%
Life sciences tools and services
Aptitude Health Holdings, LLC	First lien senior secured revolving loan	S +	5.25%	10.89%	5/3/2026	$	267	$	51	$	51	0.01	%
Aptitude Health Holdings, LLC	First lien senior secured term loan	S +	5.25%	10.86%	5/3/2026	1,092		1,080		1,081		0.12	%
CR Services Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.25%	12.05%	7/28/2028	188		120		120		0.02	%
CR Services Intermediate, LLC (6)	First lien senior secured revolving loan	S +	6.25%	12.12%	7/28/2028	38		(1)		(1)		0.00	%
CR Services Intermediate, LLC	First lien senior secured term loan	S +	6.25%	12.12%	7/28/2028	455		444		445		0.06	%
								1,694		1,696		0.21	%

The accompanying notes are an integral part of these consolidated financial statements.

46

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Machinery
Abrasive Technology Intermediate, LLC	First lien senior secured revolving loan	S +	6.25%	11.89%	4/30/2026	$	173	$	74	$	74	0.01	%
Abrasive Technology Intermediate, LLC	First lien senior secured term loan	S +	6.25%	12.13%	4/30/2026	2,006		1,980		1,982		0.25	%
DNS-IMI Acquisition Corp	First lien senior secured revolving loan	P +	4.50%	13.00%	11/23/2026	56		14		14		0.00	%
DNS-IMI Acquisition Corp	First lien senior secured term loan	S +	5.50%	11.00%	11/23/2026	1,532		1,519		1,514		0.19	%
Double E Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.50%	6/21/2028	2,017		(14)		(12)		0.00	%
Double E Company, LLC	First lien senior secured revolving loan	S +	6.00%	11.46%	6/21/2028	3,110		2,937		2,942		0.37	%
Double E Company, LLC	First lien senior secured term loan	S +	6.00%	11.50%	6/21/2028	18,319		18,184		18,219		2.28	%
SPG Holdco, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.53%	12/1/2028	2,070		(51)		(51)		(0.01)	%
SPG Holdco, LLC	First lien senior secured term loan	S +	6.00%	11.53%	12/1/2028	10,688		10,425		10,420		1.30	%
								35,068		35,102		4.39	%
Media
ALM Media, LLC (6)(21)	First lien senior secured revolving loan	S +	6.00%	11.50%	11/25/2024	$	971	$	(2)	$	(2)	0.00	%
ALM Media, LLC	First lien senior secured term loan	S +	6.00%	11.50%	11/25/2024	2,326		2,325		2,319		0.29	%
Barkley, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.53%	9/29/2028	2,300		(55)		(52)		(0.01)	%
Barkley, LLC	First lien senior secured term loan	S +	6.00%	11.53%	9/29/2028	18,902		18,444		18,476		2.31	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.90%	12/9/2026	223		219		219		0.03	%
Exclusive Concepts, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	11.80%	12/9/2026	2,858		(57)		(47)		(0.01)	%
Exclusive Concepts, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.80%	12/9/2026	23		—		—		0.00	%
Exclusive Concepts, LLC	First lien senior secured term loan	S +	6.00%	11.80%	12/9/2026	3,526		3,457		3,468		0.43	%
Infolinks Media Buyco, LLC	First lien senior secured delayed draw term loan	S +	5.75%	11.21%	11/1/2026	23		23		23		0.00	%
Infolinks Media Buyco, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.21%	11/1/2026	38		—		—		0.00	%
Infolinks Media Buyco, LLC	First lien senior secured term loan	S +	5.75%	11.21%	11/1/2026	1,039		1,031		1,028		0.13	%
NTM Acquisition Corp	First lien senior secured revolving loan	S +	6.75%	12.26%	6/18/2026	1,809		601		601		0.08	%
NTM Acquisition Corp	First lien senior secured term loan	S +	6.75%	12.25%	6/18/2026	13,250		13,019		13,018		1.63	%
Optimized Marketing Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	11.22%	8/19/2027	3,383		1,473		1,477		0.18	%
Optimized Marketing Acquisition, LLC	First lien senior secured term loan	S +	5.75%	11.22%	8/19/2027	25,905		25,495		25,535		3.20	%
Peninsula MMGY Corporation (6)	First lien senior secured revolving loan	S +	6.00%	11.50%	4/26/2029	3,691		(81)		(74)		(0.01)	%
Peninsula MMGY Corporation	First lien senior secured term loan	S +	6.00%	11.50%	4/26/2029	10,837		10,593		10,620		1.33	%
RKD Group, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.50%	8/17/2028	4,905		(57)		(49)		(0.01)	%
RKD Group, LLC	First lien senior secured term loan	S +	6.00%	11.50%	8/17/2028	33,339		32,936		32,995		4.14	%
The Channel Company, LLC	First lien senior secured revolving loan	S +	6.75%	12.38%	11/1/2027	62		16		16		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

47

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
The Channel Company, LLC	First lien senior secured term loan	S +	3.25% + 3.50% PIK	12.38%	11/1/2027	2,321		2,306		2,300		0.29	%
WTWH Buyer, LLC (6)	First lien senior secured revolving loan	S +	6.50%	12.11%	12/16/2027	1,638		(34)		(35)		0.00	%
WTWH Buyer, LLC	First lien senior secured term loan	S +	6.50%	12.11%	12/16/2027	10,686		10,452		10,459		1.31	%
								122,104		122,295		15.31	%
Metals and mining
Copperweld Group, Inc	First lien senior secured revolving loan	S +	6.00%	11.62%	3/31/2026	$	462	$	322	$	321	0.04	%
Copperweld Group, Inc	First lien senior secured term loan	S +	6.00%	11.61%	3/31/2026	2,262		2,258		2,249		0.28	%
								2,580		2,570		0.32	%
Pharmaceuticals
Bio Agri Mix Holdings Inc (6)(7)	First lien senior secured revolving loan	C +	5.75%	11.19%	7/23/2026	$	30	$	—	$	—	0.00	%
Bio Agri Mix Holdings Inc (6)(7)	First lien senior secured revolving loan	C +	5.75%	11.19%	7/23/2026	C$ 75		(1)		(1)		0.00	%
Bio Agri Mix Holdings Inc (7)	First lien senior secured term loan	C +	5.75%	11.19%	7/23/2026	C$ 1,232		921		920		0.11	%
Formulated Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.25%	11.06%	9/22/2026	298		222		222		0.03	%
Formulated Buyer, LLC	First lien senior secured revolving loan	S +	5.25%	11.10%	9/22/2026	188		24		24		0.00	%
Formulated Buyer, LLC	First lien senior secured term loan	S +	5.25%	10.86%	9/22/2026	456		453		451		0.06	%
								1,619		1,616		0.20	%
Personal products
Cosmetic Solutions LLC	First lien senior secured delayed draw term loan	S +	6.5% PIK	12.11%	10/17/2025	$	367	$	357	$	351	0.04	%
Cosmetic Solutions LLC (6)	First lien senior secured revolving loan	S +	6.5% PIK	12.11%	10/17/2025	344		(10)		(15)		0.00	%
Cosmetic Solutions LLC	First lien senior secured term loan	S +	6.5% PIK	12.11%	10/17/2025	2,810		2,733		2,687		0.34	%
								3,080		3,023		0.38	%
Professional services
Helpware, Inc	First lien senior secured revolving loan	S +	5.75%	11.65%	9/8/2026	$	5,061	$	1,134	$	905	0.11	%
Helpware, Inc	First lien senior secured term loan	S +	5.75%	11.65%	9/8/2026	13,972		13,832		13,205		1.66	%
Stax Holding Company, LLC (6)(22)	First lien senior secured revolving loan	S +	5.25%	10.86%	10/29/2026	60		—		—		0.00	%
Stax Holding Company, LLC	First lien senior secured term loan	S +	5.25%	10.86%	10/29/2026	726		723		720		0.09	%
								15,689		14,830		1.86	%
Real estate management and development
BBG, Inc (23)	First lien senior secured revolving loan	S +	6.75%	12.22%	1/8/2026	$	233	$	214	$	209	0.03	%
BBG, Inc	First lien senior secured term loan	S +	5.50% + 1.25% PIK	12.22%	1/8/2026	1,875		1,750		1,713		0.21	%
MetaSource, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25% + 0.50% PIK	11.72%	5/17/2027	49		—		—		0.00	%
MetaSource, LLC	First lien senior secured revolving loan	S +	6.75%	12.22%	5/17/2027	75		30		30		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

48

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
MetaSource, LLC	First lien senior secured term loan	S +	6.25% + 0.50% PIK	11.72%	5/17/2027	928		926		922		0.12	%
								2,920		2,874		0.36	%
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP	First lien senior secured revolving loan	S +	5.75%	11.20%	9/2/2026	$	45	$	7	$	7	0.00	%
Altamira Material Solutions, LP	First lien senior secured term loan	S +	5.75%	11.32%	9/2/2026	1,028		1,020		1,016		0.13	%
								1,027		1,023		0.13	%
Software
AFFINITIV INC (6)	First lien senior secured revolving loan	S +	6.50%	12.11%	8/26/2024	$	248	$	(1)	$	—	0.00	%
AFFINITIV INC	First lien senior secured term loan	S +	6.50%	12.11%	8/26/2024	2,242		2,241		2,242		0.28	%
Shasta Buyer, LLC	First lien senior secured revolving loan	S +	6.25%	11.72%	8/9/2028	2,199		85		88		0.01	%
Shasta Buyer, LLC	First lien senior secured term loan	S +	6.25%	11.72%	8/9/2028	11,546		11,356		11,376		1.43	%
ShiftKey, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.36%	6/21/2027	110		(1)		(1)		0.00	%
ShiftKey, LLC	First lien senior secured term loan	S +	5.75%	11.36%	6/21/2027	3,703		3,688		3,675		0.46	%
								17,368		17,380		2.18	%
Specialty retail
Dykstras Auto LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	10/22/2026	$	335	$	243	$	243	0.03	%
Dykstras Auto LLC	First lien senior secured revolving loan	S +	6.25%	11.86%	10/22/2026	38		12		12		0.00	%
Dykstras Auto LLC	First lien senior secured term loan	S +	6.25%	11.86%	10/22/2026	627		621		618		0.08	%
Kaizen Auto Care, LLC	First lien senior secured delayed draw term loan	S +	6.00% + 0.50% PIK	12.06%	12/22/2026	448		444		397		0.05	%
Kaizen Auto Care, LLC	First lien senior secured revolving loan	S +	6.50%	12.06%	12/22/2026	38		37		33		0.00	%
Kaizen Auto Care, LLC	First lien senior secured term loan	S +	6.00% + 0.50% PIK	12.06%	12/22/2026	992		980		892		0.11	%
Leonard Group, Inc (6)	First lien senior secured revolving loan	S +	6.50%	12.11%	2/26/2026	234		(1)		(1)		0.00	%
Leonard Group, Inc	First lien senior secured term loan	S +	6.50%	12.11%	2/26/2026	1,559		1,557		1,551		0.19	%
Pink Lily Holdings, LLC (6)	First lien senior secured revolving loan	S +	3.50% + 3.50% PIK	12.46%	11/16/2027	63		(1)		(2)		0.00	%
Pink Lily Holdings, LLC	First lien senior secured term loan	S +	3.50% + 3.50% PIK	12.46%	11/16/2027	1,261		1,237		1,224		0.15	%
Soccer Post Acquisition LLC	First lien senior secured delayed draw term loan	S +	5.50%	11.11%	6/30/2027	1,203		1,111		1,112		0.14	%
Soccer Post Acquisition LLC (6)	First lien senior secured revolving loan	S +	5.50%	11.11%	6/30/2027	1,779		(22)		(20)		0.00	%

The accompanying notes are an integral part of these consolidated financial statements.

49

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
Soccer Post Acquisition LLC	First lien senior secured term loan	S +	5.50%	11.11%	6/30/2027	7,941		7,843		7,851		0.99	%
								14,061		13,910		1.74	%
Trading companies and distributors
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	6.25%	11.71%	4/9/2027	$	348	$	342	$	342	0.04	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	6.25%	11.72%	4/9/2027	334		327		328		0.04	%
AFC-Dell Holding Corp (6)	First lien senior secured delayed draw term loan	S +	6.25%	11.71%	4/9/2027	4,472		(77)		(77)		(0.01)	%
AFC-Dell Holding Corp (6)(24)	First lien senior secured revolving loan	S +	6.25%	11.78%	10/9/2026	156		(3)		(3)		0.00	%
AFC-Dell Holding Corp	First lien senior secured term loan	S +	6.25%	11.71%	4/9/2027	1,666		1,637		1,637		0.20	%
American Equipment Systems LLC	First lien senior secured delayed draw term loan	S +	6.00%	11.74%	11/5/2026	37		37		36		0.00	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	11.82%	11/5/2026	71		69		69		0.01	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	11.80%	11/5/2026	320		314		313		0.04	%
Ascent Lifting, Inc (6)	First lien senior secured revolving loan	S +	6.00%	11.50%	9/9/2027	2,500		(55)		(53)		(0.01)	%
Ascent Lifting, Inc	First lien senior secured term loan	S +	6.00%	11.50%	9/9/2027	17,193		16,799		16,824		2.13	%
Banner Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.75%	11.21%	10/31/2025	563		564		561		0.07	%
Banner Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.21%	10/31/2025	370		(1)		(3)		0.00	%
Banner Buyer, LLC	First lien senior secured term loan	S +	5.75%	11.21%	10/31/2025	1,357		1,356		1,348		0.17	%
Empire Equipment Company, LLC (6)	First lien senior secured revolving loan	S +	5.75%	11.22%	1/17/2025	439		(2)		(4)		0.00	%
Empire Equipment Company, LLC	First lien senior secured term loan	S +	5.75%	11.22%	1/17/2025	1,718		1,714		1,704		0.21	%
Montway LLC	First lien senior secured delayed draw term loan	S +	6.25%	11.86%	11/4/2025	668		664		662		0.08	%
Montway LLC (6)	First lien senior secured revolving loan	S +	6.25%	11.86%	11/4/2025	150		(1)		(1)		0.00	%
Montway LLC	First lien senior secured term loan	S +	6.25%	11.86%	11/4/2025	708		703		701		0.09	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.19%	8/5/2028	2,604		2,589		2,568		0.32	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.95%	8/5/2028	2,180		2,153		2,152		0.27	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	6.50%	12.05%	8/5/2024	2,192		2,159		2,161		0.27	%
NEFCO Holding Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.50%	12.15%	8/5/2028	4,707		(92)		(71)		(0.01)	%
NEFCO Holding Company, LLC	First lien senior secured revolving loan	S +	6.50%	12.03%	8/5/2028	3,045		1,389		1,393		0.17	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	6.50%	12.03%	8/5/2028	659		646		649		0.08	%

The accompanying notes are an integral part of these consolidated financial statements.

50

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Company(1)(2)	Investment	Reference Rate and Spread (5)		Interest Rate	Maturity Date	Principal/ Par Amount(3)		Amortized Cost(4)		Fair Value		Percentage of Net Assets
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	6.50%	12.15%	8/5/2028	14,324		14,066		14,110		1.77	%
Triad Technologies, LLC (6)	First lien senior secured revolving loan	S +	6.00%	11.50%	6/8/2026	332		(4)		(4)		0.00	%
Triad Technologies, LLC	First lien senior secured term loan	S +	6.00%	11.50%	6/8/2026	1,303		1,290		1,286		0.16	%
								48,583		48,628		6.09	%
Water utilities
Diamondback Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	10.97%	7/22/2026	$	75	$	18	$	18	0.00	%
Diamondback Buyer, LLC	First lien senior secured term loan	S +	5.50%	11.12%	7/22/2026	1,188		1,182		1,178		0.15	%
								1,200		1,196		0.15	%
Total non-controlled/non-affiliated senior secured debt								$	1,344,371	$	1,343,692	168.20	%
Non-controlled/non-affiliated sponsor subordinated notes
Trading companies and distributors
Empire Equipment Company, LLC	Sponsor subordinated note	12.50% + 7.00% PIK		19.50%	7/17/2025	$	12	$	13	$	13	0.00	%
Total non-controlled/non-affiliated sponsor subordinated notes								13		13		0.00	%
Total non-controlled/non-affiliated investments								1,344,384		1,343,705		168.20	%
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (25) (26) (27)	Equity - 9.82% membership interest							$	50,216	$	54,697	6.85	%
Twin Brook Segregated Equity Holdings, LLC (25) (26) (27)	Equity - 2.11% membership interest							19		17		0.00	%
Total non-controlled/affiliated investments								50,235		54,714		6.85	%
Total investments								$	1,394,619	$	1,398,419	175.05	%

(1)Unless otherwise indicated, all investments are considered Level 3 investments.

(2)Unless otherwise indicated, all investments represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information.

(3)Principal/par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, Canadian Dollars (“C$”).

(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on funded debt investments using the effective interest method.

(5)Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“Term SOFR” or “S”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. In some circumstances, interest may be paid-in-kind (“PIK”) rather than cash, resulting in an increased principal amount. As of December 31, 2023, the reference rates for the floating rate loans were the Term SOFR of 5.40% and the Prime Rate of 8.50%.

(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of December 31, 2023. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.

(7)Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to

The accompanying notes are an integral part of these consolidated financial statements.

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2023, non-qualifying assets represented approximately 4.39% of the total assets of the Company.

(8)Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 5.75%.

(9)Principal balance includes reserve for letter of credit of $190 on which the borrower pays 7.00%.

(10)Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%.

(11)Principal balance includes reserve for letter of credit of $2,145 on which the borrower pays 6.75%.

(12)Principal balance includes reserve for letter of credit of $156,238 on which the borrower pays 6.50%.

(13)Principal balance includes reserve for letter of credit of $188,700 on which the borrower pays 6.25%.

(14)Principal balance includes reserve for letter of credit of $7,896 on which the borrower pays 6.25%.

(15)Principal balance includes reserve for letter of credit of $3,930 on which the borrower pays 7.00%.

(16)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.00%.

(17)Principal balance includes reserve for letter of credit of $265,760 on which the borrower pays 5.75%.

(18)Principal balance includes reserve for letter of credit of $5,410 on which the borrower pays 7.50%.

(19)Principal balance includes reserve for letter of credit of $218,784 on which the borrower pays 5.25%.

(20)Principal balance includes reserve for letter of credit of $3,750 on which the borrower pays 6.00%.

(21)Principal balance includes reserve for letter of credit of $141,677 on which the borrower pays 6.00%.

(22)Principal balance includes reserve for letter of credit of $2,248 on which the borrower pays 5.25%.

(23)Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.75%.

(24)Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 6.25%.

(25)As a practical expedient, the Company uses net asset value to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund.

(26)Securities 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, 2023, the aggregate fair value of these securities is $54,714 or 6.85% of the Company's net assets. The “restricted securities,” Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC, were purchased on May 19, 2022 and July 28, 2023, respectively.

(27)Non-income producing investment.

The accompanying notes are an integral part of these consolidated financial statements.

52

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2023

(Amounts in thousands)

Foreign currency forward contracts
Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation/ (Depreciation)
Wells Fargo Bank, National Association	USD 1,487	CAD 2,028	1/16/2024	$	(44)
Total				$	(44)
Currency Abbreviations:
USD - U.S. Dollar
CAD - Canadian Dollar

The accompanying notes are an integral part of these consolidated financial statements.

53

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

Note 1.  Organization

TPG Twin Brook Capital Income Fund (“TCAP” or the “Company”) is a Delaware statutory trust which was formed on January 27, 2022 (date of inception). On September 25, 2024, the Company’s name was changed from “AG Twin Brook Capital Income Fund” to “TPG Twin Brook Capital Income Fund”. AGTB Fund Manager, LLC (the “Adviser”), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P. (“TPG Angelo Gordon”), a diversified credit and real estate investing platform within TPG Inc. (“TPG”) (Nasdaq: TPG), a leading global alternative investment firm, serves as the investment adviser of the Company. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). The Company intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

There were no operations other than those related to the Company’s organization and preparation for its public, ongoing offering prior to December 31, 2022. As of December 31, 2022, the Adviser contributed $50,000 of capital to the Company. In exchange for this contribution, the Adviser had received 2,000 Class I common shares of beneficial interest, par value $0.001 per share of TCAP (“Class I shares”, together with Class S common shares of beneficial interest (“Class S shares” and Class D common shares of beneficial interest (“Class D shares”), par value $0.001, the “TCAP Common Shares”).

On December 15, 2022, the Company’s registration statement on Form N-2, registering the continuous offer and sale (the “Offering”) of up to $5 billion in the Company’s common shares of beneficial interest, was declared effective by the SEC.

The Company’s investment objective is to seek to generate attractive, consistent total returns, predominantly in the form of current income and, to a lesser extent, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns.

TPG Angelo Gordon

On November 1, 2023, TPG completed its previously announced acquisition of TPG Angelo Gordon and its subsidiaries, including the Adviser and the Company’s administrator (the “TPG Transaction”).

In connection with the TPG Transaction, on November 1, 2023, the Company entered into an amended and restated investment management agreement (the “Investment Management Agreement”) with the Adviser. Under applicable law, the TPG Transaction resulted in an assignment and automatic termination of the amended and restated investment management agreement, dated September 6, 2023, between the Company and the Adviser (the “Prior Investment Management Agreement”). The Investment Management Agreement became effective upon closing of the TPG Transaction and the terms of the Investment Management Agreement are identical to the Prior Investment Management Agreement. The Company’s shareholders approved the Investment Management Agreement at a special meeting of shareholders of the Company held on September 26, 2023. The Company’s investment objective remained unchanged as a result of the entry into the Investment Management Agreement.

The Merger with AGTB Private BDC

On January 1, 2023, the Company completed its merger (the “Merger”) with AGTB Private BDC (“Private BDC”), with TCAP continuing as the surviving company and Private BDC continuing as the accounting survivor. Therefore, all comparative consolidated financial statements prior to the Merger are those of the Private BDC.

Pursuant to the Merger Agreement, TCAP and Private BDC caused the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware on December 30, 2022. The Merger became effective on January 1, 2023 (the “Effective Time”), as agreed to by the parties and specified in the Certificate of Merger. At the Effective Time, common shares of beneficial interest, par value $0.001 per share, of Private

54

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Notes to Consolidated Financial Statements (Unaudited) - Continued

BDC outstanding immediately prior to the Effective Time were converted into a number of Class I shares equal to a ratio of one to one. As a result, TCAP issued an aggregate of approximately 20.9 million TCAP Common Shares to former Private BDC shareholders. The TCAP Common Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, TCAP had approximately 20,945,030 Class I shares outstanding, and no Class S or D shares outstanding.

The Merger with AG Twin Brook BDC, Inc.

On July 28, 2023, the Company completed its previously announced acquisition of AG Twin Brook BDC, Inc., a Delaware corporation (“AGTB” and, together with the Company, the “Parties”) via merger, with the Company continuing as the surviving company (the “AGTB Transaction”). The AGTB Transaction was completed pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated May 19, 2023, by and between the Parties. Prior to the AGTB Transaction closing, AGTB was an affiliated BDC managed by AG Twin Brook Manager, LLC, a wholly-owned subsidiary of TPG Angelo Gordon. The Company is the accounting survivor of the merger. For further information, see Note 10 “Merger with AG Twin Brook BDC, Inc.”

Note 2.  Significant Accounting Policies

Basis of Accounting

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 is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the periods presented herein. On January 1, 2023, the Company completed the Merger with Private BDC and commenced operations as the surviving company, with its fiscal year end on December 31.

The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2024.

Certain prior period information has been reclassified to conform to the current period presentation.

Principles of Consolidation

The Company conducts certain of its activities through its wholly-owned subsidiaries Twin Brook Capital Funding XXXIII, LLC, Twin Brook Equity XVIII Corp., Twin Brook Equity XXXIII Corp., Twin Brook Capital Funding XXXIII MSPV, LLC, Twin Brook Capital Funding XXXIII ASPV, LLC, and Twin Brook CLO 2024-1 LLC. The Company consolidates wholly-owned subsidiaries that are controlled by the Company. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

55

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Cash and Cash Equivalents

Cash is comprised of cash on deposit with major financial institutions. The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase and investments in money market funds as cash equivalents. The Company places its cash with high credit quality institutions to minimize credit risk exposure.

Restricted Cash

Restricted cash represents cash held through certain of the Company’s wholly-owned subsidiaries that may only be used to purchase additional collateral loans, pay accrued interest on advances, fund certain expenses, and prepay outstanding advances in connection with the Company’s asset facilities.

Investment Related Transactions, Revenue Recognition and Expenses

Investment transactions and the related revenue and expenses are recorded on a trade-date basis. Realized gains and losses on investment transactions are determined using the specific identification method. All costs associated with consummated investments are included in the cost of such investments. Broken deal expenses incurred in connection with investment transactions which are not successfully consummated are expensed as a component of “Other” expense on the consolidated statements of operations.

Interest income and interest expense are recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Company and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Upon prepayment of investments in debt instruments, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as “Interest” income on the consolidated statements of operations. Interest received in-kind, computed at the contractual rate specified in each investment agreement, is added to the principal balance of the investment and reported as “Interest” income on the consolidated statements of operations. The Company records dividend income from private securities pursuant to the terms of the respective investments.

The Company may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Company on an ongoing basis. These fees and any other income are recognized as earned as a component of "Other" income on the consolidated statement of operations.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Adviser’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in the Adviser’s judgment, are likely to remain current. The Adviser may make exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral value to cover principal and interest and if it is in the process of collection.

Investments at Fair Value

The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level

56

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). ASC 820 establishes three levels of the fair value hierarchy as follows:

Level 1Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3Inputs that are unobservable.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, interest rates, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level 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 by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company’s perceived risk of that instrument.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company, the Board, and the Adviser in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

Investments in investment funds include vehicles structured for the purpose of investing in privately held common and preferred equity interests. Fair values are generally determined utilizing the net asset value (“NAV”) supplied by, or on behalf of, management of each investment fund, which is net of management and incentive fees or allocations charged by the investment fund, if applicable, and is in accordance with the “practical expedient”, as defined by FASB Accounting Standards Update (“ASU”) 2009-12, Investments in Certain Entities that Calculate NAV per Share. NAVs received by, or on behalf of, management of each investment fund are based on the fair value of the investment funds’ underlying investments in accordance with policies established by management of each investment fund, as described in each of their financial statements and offering memorandum. Withdrawals and distributions from investments in investment funds are at the discretion of the Adviser and may depend on the liquidation of underlying assets. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.

The Board has designated the Adviser as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act (“Rule 2a-5”), and in that role, the Adviser is responsible for performing fair value determinations relating to all of the Company’s investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. Even though the Board designated the Adviser as “valuation designee,” the Board is ultimately responsible for fair value determinations under the 1940 Act.

Under the valuation policies and procedures that have been approved by the Board, the Adviser conducts a multi-step valuation process, which includes, among other procedures, the following:

•The valuation process begins with each investment being initially valued by using certain inputs provided by, among other inputs, the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.

•The Adviser’s management reviews the preliminary valuations with the investment professionals.

•The Adviser determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith, based on, among other things, the input of the Adviser and, where applicable, other third parties. Valuation determinations are presented to the Board.

57

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

When determining the fair value of Level 3 investments, the Adviser may take into account the following factors, where relevant: recent transactions, the enterprise value of the underlying company, the nature and realizable value of any collateral, the underlying company’s ability to make payments and its earnings and discounted cash flows, the markets in which the underlying company does business, financial covenants, the seniority of the financial instrument in the capital structure of the company, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Adviser will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Adviser uses a market interest rate yield analysis to determine fair value.

The Company’s investments trade infrequently and when they are traded, the price may be unobservable, and as a result, multiple external pricing sources may not be available. In such instances, the Adviser may use an internal pricing model as either a corroborating or sole data point in determining the price. Pricing models take into account the contractual terms of the financial instrument, as well as relevant inputs, including where applicable, equity prices, interest rate yield curves, credit curves, correlation, and the creditworthiness of the counterparty. The Adviser generally engages third party firm(s) to assist in validating certain financial instruments where multiple external prices cannot be obtained. The third party firm(s) either independently determine prices or assess the reasonableness of the Adviser’s prices. The analyses provided by such third party firm(s) are reviewed and considered by the Adviser. As part of the risk management process, the Adviser reviews and analyzes the prices obtained from external pricing sources to evaluate their reliability and accuracy, which includes identifying and excluding vendor prices and broker quotations that the Adviser believes does not reflect fair value. In addition, the Adviser’s valuation committee meets regularly and engages in ongoing reviews of the valuation processes and procedures including reviews of methodology, ongoing accuracy, source quality and independence. Such reviews include, but are not limited to, comparison of current vendor prices and broker quotations against ongoing daily trading activity, vendor due diligence, and back testing.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.

Foreign Currency Translation

Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.

The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within net realized and change in unrealized gain (loss) on investments on the consolidated statements of operations. Net change in 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 gain (loss) 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.

Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.

58

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Derivative Instruments

The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized gain (loss) on foreign currency forward contracts are recorded on the consolidated statements of assets and liabilities on a gross basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the consolidated schedules of investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.

The Company does not utilize hedge accounting for foreign currency forward contracts, and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized gain (loss) on foreign currency forward contracts recorded on the consolidated statements of operations.

Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed interest rate debt liabilities. The fair value of the interest rate swaps are included as a derivative assets at fair value or derivative liabilities at fair value on the consolidated statements of assets and liabilities. Changes in fair value of interest rate swaps entered into by the Company and not designated as hedging instruments are presented in net realized gains (losses) and net change in unrealized appreciation (depreciation) in the consolidated statements of operations, if applicable.

The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of interest expense in the consolidated statements of operations. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt.

Organizational Costs

Organizational costs to establish the Company are charged to expense as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Offering Costs

Offering costs in connection with the offering of common shares of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over a 12-month period. These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.

Deferred Financing Costs

Deferred financing costs consist of financing costs incurred in connection with obtaining the Company’s financing facilities and unsecured notes.  Such financing costs are capitalized and amortized over the life of the facility utilizing the straight-line method.  For the three and nine months ended September 30, 2024, the Company paid approximately $10,102,000 and $17,939,000 of financing costs. For the three and nine months ended September 30, 2024, the Company amortized approximately $1,209,000 and $2,633,000 of financing costs which have been included in “Interest” expense on the consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company paid approximately $73,000 and $223,000 of financing costs. For the three and nine months ended September 30, 2023, the Company amortized approximately $503,000 and $1,370,000 of financing costs which have been included in Interest expense on the consolidated statements of operations.

Deferred Income

Deferred income consists of annual administrative agent fees received in connection with the servicing of certain loan investments. Such fees are deferred when received and recognized as earned over the applicable period.  For the three and nine months ended September 30, 2024, the Company received approximately $1,266,000 and $2,697,000 of agent fees, respectively. During the three and nine months ended September 30, 2024, approximately $884,000 and $2,211,000,

59

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

respectively, of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company received approximately $777,000 and $1,226,000 of agent fees, respectively. During the three and nine months ended September 30, 2023, approximately $454,000 and $1,008,000, respectively, of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations.

Income Taxes

The Company has elected to be regulated as a BDC under the 1940 Act. The Company also intends to elect to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes timely to its shareholders as dividends. To the extent the Company qualifies as a RIC, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. The Company will generally be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income or gains in respect of any calendar year, unless it distributes annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the one-year period ending on October 31 in such calendar year and (iii) any net ordinary income and capital gain net income recognized, but not distributed, in preceding years. For these purposes, the Company will be deemed to have distributed any income or gains on which it paid U.S. federal income tax.The Company, at its discretion, may carry forward taxable income for distribution in the following taxable year and pay the applicable U.S. federal excise tax. For the three and nine months ended September 30, 2024 the Company did not accrue U.S. federal excise tax.

The Company conducts certain of its activities through its wholly-owned subsidiaries, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., both of which are Delaware corporations. They are treated as corporations for United States federal income tax purposes and are subject to U.S. federal, state or local income tax. For the three and nine months ended September 30, 2024, the Company accrued $2,000 and $34,000 current federal tax. For the three and nine months ended September 30, 2024, the Company accrued approximately $337,000 and $553,000 of deferred federal tax related to the corporations, which is included in “deferred federal tax provision” on the consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company accrued $0 current federal tax. For the three and nine months ended September 30, 2023, the company accrued approximately $37,000 and $961,000 of deferred federal tax related to Twin Brook Equity XXXIII Corp., which is included in “deferred federal tax provision” on the consolidated statements of operations.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no tax penalties, and no interest associated with income taxes incurred through September 30, 2024.

Loan Syndications and Participations

The Company may originate certain loans and then syndicate all or a portion of those loans to a third party. For the three and nine months ended September 30, 2024, the Company earned approximately $397,000 and $2,686,000, respectively, of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations. For the three and nine months ended September 30, 2023, the Company earned approximately $21,000 and $726,000, respectively, of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

The Company follows the guidance in Accounting Standards Codification (“ASC”) Topic 860 Transfers and Servicing when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on the consolidated statements of assets and liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. There were no participations that were accounted for as secured borrowings during the period.

Distributions

Distributions to common shareholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each month. The Company intends to distribute 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.

Note 3.  Investments

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the consolidated financial statements, including the consolidated schedules of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled affiliated investments.

Investments at fair value and amortized cost consisted of the following as of September 30, 2024 and December 31, 2023:

	September 30, 2024				December 31, 2023
(Amounts in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First lien senior secured debt	$	2,702,111	$	2,699,909	$	1,344,371	$	1,343,692
Sponsor subordinated note	14		10		13		13
Investment in affiliated funds	70,723		78,081		50,235		54,714
Total investments	$	2,772,848	$	2,778,000	$	1,394,619	$	1,398,419

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

The industry composition of investments based on fair value as of September 30, 2024 and December 31, 2023 was as follows:

	September 30, 2024		December 31, 2023
Aerospace and defense	0.8	%	0.1	%
Air freight and logistics	0.8	%	1.5	%
Auto components	2.8	%	1.6	%
Building products	0.6	%	—	%
Chemicals	1.4	%	0.9	%
Commercial services and supplies	4.0	%	3.0	%
Construction and engineering	2.7	%	4.5	%
Containers and packaging	2.9	%	5.0	%
Distributors	0.1	%	0.2	%
Diversified consumer services	6.5	%	7.7	%
Electrical equipment	1.7	%	0.8	%
Electronic equipment, instruments and components	0.5	%	1.1	%
Food and staples retailing	1.6	%	2.8	%
Food products	2.5	%	3.8	%
Gas utilities	—	%	0.1	%
Health care equipment and supplies	2.7	%	3.5	%
Health care providers and services	29.1	%	29.0	%
Health care technology	1.1	%	2.2	%
Household durables	3.4	%	5.6	%
Industrial Conglomerates	0.5	%	1.1	%
Interactive Media & Services	0.7	%	—	%
Internet and direct marketing retail	0.8	%	0.8	%
IT services	2.0	%	1.5	%
Leisure equipment and products	0.3	%	0.2	%
Leisure products	—	%	0.1	%
Life sciences tools and services	1.5	%	0.1	%
Machinery	3.6	%	2.5	%
Media	8.6	%	8.7	%
Metals and mining	0.1	%	0.2	%
Multiline retail	2.0	%	—	%
Multisector holdings	2.8	%	3.9	%
Pharmaceuticals	0.1	%	0.1	%
Personal products	0.1	%	0.2	%
Professional services	0.6	%	1.1	%
Real estate management and development	0.1	%	0.2	%
Semiconductors and semiconductor equipment	—	%	0.1	%
Software	2.4	%	1.2	%
Specialty retail	0.8	%	1.0	%
Trading companies and distributors	7.8	%	3.5	%
Water utilities	—	%	0.1	%
Total	100.0	%	100.0	%

As of September 30, 2024, 99.9% of investments held were based in the United States and 0.1% were based in Canada. As of December 31, 2023, 99.9% of investments held were based in the United States and 0.1% were based in Canada.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 4.  Fair Value of Investments

Fair Value Disclosures

The following table presents the fair value hierarchy of financial instruments as of September 30, 2024 and December 31, 2023:

	Assets at Fair Value as of September 30, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
First lien senior secured debt	$	—	$	—	$	2,699,909	$	2,699,909
Sponsor subordinated note	—		—		10		10
Interest rate swaps	—		5,803		—		5,803
Total	$	—	$	5,803	$	2,699,919	$	2,705,722
Investments measured at net asset value(1)							$	78,081
Total financial instruments, at fair value							$	2,783,803

(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

	Liabilities at Fair Value as of September 30, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Interest rate swaps	$	—	$	(1,388)	$	—	$	(1,388)
Foreign currency forward contracts			(11)				$	(11)
Total	$	—	$	(1,399)	$	—	$	(1,399)

	Assets at Fair Value as of December 31, 2023
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
First lien senior secured debt	$	—	$	—	$	1,343,692	$	1,343,692
Sponsor subordinated note	—		—		13		13
Total	$	—	$	—	$	1,343,705	$	1,343,705
Investments measured at net asset value(1)							$	54,714
Total financial instruments, at fair value							$	1,398,419

(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

	Liabilities at Fair Value as of December 31, 2023
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Foreign currency forward contracts	$	—	$	(44)	$	—	$	(44)

The following table presents changes in the fair value of investments for which Level 3 inputs were used to determine the fair value for the three and nine months ended September 30, 2024 and 2023:

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

	Level 3 Assets at Fair Value for the Three Months Ended September 30, 2024*
(Amounts in thousands)	Balance 7/1/2024		Purchases and Drawdowns		Sales and Paydowns		Other**		Realized Gains/ (Losses)		Change in Unrealized Appreciation/(Depreciation)		Balance 9/30/2024		Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 9/30/2024
First lien senior secured debt	$	2,266,885	$	582,422	$	(154,759)	$	5,434	$	369	$	(442)	$	2,699,909	$	(441)
Sponsor subordinated note	9		—		—		—		—		1		10		—
Total	$	2,266,894	$	582,422	$	(154,759)	$	5,434	$	369	$	(441)	$	2,699,919	$	(441)

	Level 3 Assets at Fair Value for the Nine Months Ended September 30, 2024*
(Amounts in thousands)	Balance 1/1/2024		Purchases and Drawdowns		Sales and Paydowns		Other**		Realized Gains/ (Losses)		Change in Unrealized Appreciation/(Depreciation)		Balance 9/30/2024		Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 9/30/2024
First lien senior secured debt	$	1,343,692	$	1,634,764	$	(290,248)	$	12,625	$	599	$	(1,523)	$	2,699,909	$	(1,527)
Sponsor subordinated note	13		—		—		1		—		(4)		10		—
Total	$	1,343,705	$	1,634,764	$	(290,248)	$	12,626	$	599	$	(1,527)	$	2,699,919	$	(1,527)

	Level 3 Assets at Fair Value for the Three Months Ended September 30, 2023*
(Amounts in thousands)	Balance 7/1/2023		Purchases and Drawdowns		Sales and Paydowns		Other**		Realized Gains/ (Losses)		Change in Unrealized Appreciation/(Depreciation)		Balance 9/30/2023		Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 9/30/2023
First lien senior secured debt	$	945,778	$	256,112	$	(38,883)	$	2,154	$	3	$	(1,415)	$	1,163,749	$	(1,415)
Sponsor subordinated note	—		12		—		—		—		—		12		—
Total	$	945,778	$	256,124	$	(38,883)	$	2,154	$	3	$	(1,415)	$	1,163,761	$	(1,415)

	Level 3 Assets at Fair Value for the Nine Months Ended September 30, 2023*
(Amounts in thousands)	Balance 1/1/2023				Purchases and Drawdowns		Sales and Paydowns		Other**		Realized Gains/ (Losses)		Change in Unrealized Appreciation/(Depreciation)		Balance 9/30/2023		Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 9/30/2023
First lien senior secured debt	$	797,019	$	—	$	502,933	$	(139,730)	$	4,758	$	(15)	$	(1,216)	$	1,163,749	$	(1,216)
Sponsor subordinated note	—				12		—		—		—		—		12		—
Total	$	797,019			$	502,945	$	(139,730)	$	4,758	$	(15)	$	(1,216)	$	1,163,761	$	(1,216)

*Gains and losses are included in their respective captions in the consolidated statements of operations.

**Includes accretion, paydown gains/(losses) and interest received in-kind on debt instruments, where applicable.

Significant Unobservable Inputs

In accordance with ASC 820, the following tables provide quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2024 and December 31, 2023. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.

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Notes to Consolidated Financial Statements (Unaudited) - Continued

Asset Class	Fair Value as of 9/30/24		Valuation Techniques	Significant Unobservable Inputs	Input Ranges	Weighted Average (1)		Impact to Valuation from an Increase in Input
	(Amounts in thousands)
First lien senior secured debt	$	2,014,670	Discounted cash flow	Yield	8.5% - 20.2%	10.4	%	Decrease
First lien senior secured debt	4,174		Market comparable	Forward Revenue multiple	1.3x - 2.8x	2.3x		Increase
First lien senior secured debt	2,441		Market comparable	LTM Revenue multiple	0.6x	0.6x		Increase
First lien senior secured debt	1,971		Market comparable	LTM EBITDA multiple	14.0x	14.0x		Increase
First lien senior secured debt	1,262		Market comparable	Forward EBITDA multiple	8.4x	8.4x		Increase
Sponsor subordinated note	10		Market comparable	LTM EBITDA multiple	7.6x	7.6x		Increase
	$	2,024,528

Asset Class	Fair Value as of 12/31/23		Valuation Techniques	Significant Unobservable Inputs	Input Ranges		Weighted Average (1)		Impact to Valuation from an Increase in Input
	(Amounts in thousands)
First lien senior secured debt	$	1,222,639	Discounted cash flow	Yield	9.6% - 25.9%		11.2	%	Decrease
	4,044		Market comparable	Forward EBITDA multiple	9.1% - 39.4%		27.6	%	Increase
Sponsor subordinated note	13		Market comparable	LTM EBITDA multiple	7.6	%	7.6	%	Increase
	$	1,226,696

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

The Company’s other Level 3 investments, which represented $675,391,000 as of September 30, 2024 and $117,009,000 as of December 31, 2023, have been valued primarily using recent transactions. The significant unobservable input used in the discounted cash flow is the yield. The yield is used to discount the estimated future cash flows expected to be received from the underlying investment. The Company considers the portfolio company performance since close, the leverage used by the portfolio company relative to its total enterprise value and other risks associated with an investment in determining the yield. The significant unobservable inputs used in the market comparable valuation techniques include the next twelve months forward and latest twelve month (“LTM”) EBITDA (net income before net interest expense, income tax expense, depreciation and amortization) multiple. Forward or LTM EBITDA for comparable portfolio companies are multiplied by the portfolio companies most recent available EBITDA to derive the portfolio company fair value. Pricing models take into account the contractual terms of the financial instrument, as well as relevant inputs, including where applicable, equity prices, interest rate yield curves, credit curves, correlation, and the creditworthiness of the counterparty.

Note 5.  Debt

In accordance with the 1940 Act, the Company can borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.

The carrying values of borrowings outstanding under the debt facilities approximate fair value. As of September 30, 2024 and December 31, 2023, the asset coverage ratio was 197.1% and 224.2%, respectively.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the three and nine months ended September 30, 2024 and 2023 the components of interest expense were as follows:

(Amounts in thousands)	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Interest expense	$	27,394		$	11,267		$	61,097		$	27,717
Amortization of deferred financing costs	1,209			503			2,633			1,370
Total interest expense	$	28,603		$	11,770		$	63,730		$	29,087
Average interest rate	7.72		%	7.97		%	7.84		%	7.56		%
Average daily borrowings	$	1,299,712		$	495,756		$	960,691		$	423,551

Credit Facilities

On June 17, 2022, Twin Brook Capital Funding XXXIII MSPV, LLC, as borrower (the “MSPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new loan and servicing agreement (as amended, supplemented or otherwise modified from time to time, the “MSPV Credit Facility”) with Twin Brook Capital Funding XXXIII, LLC, as the transferor (the “Transferor”), AGTB Fund Manager, LLC, as the servicer, Morgan Stanley Asset Funding, Inc., as administrative agent, the lenders from time to time party thereto and The Bank of New York Mellon Trust Company, National Association, as the collateral agent, account bank and collateral custodian.

From time to time, the Transferor expects to sell and/or contribute certain investments to the MSPV Borrower. Proceeds from the MSPV Credit Facility will be used to finance the origination and acquisition of loans by the MSPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the MSPV Borrower through its ownership of the MSPV Borrower. The MSPV Borrower is subject to meet financial covenants under the MSPV Credit Facility agreement. As of September 30, 2024 and December 31, 2023, the MSPV Borrower was in compliance with all such covenants.

The MSPV Credit Facility has a maximum principal amount of $500 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the MSPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The MSPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the MSPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the MSPV Credit Facility will terminate on June 17, 2027 (the “Reinvestment Period”) with a scheduled final maturity date of May 28, 2029. The revolving loans are subject to an interest rate, during the Reinvestment Period, of Term SOFR plus 2.20% per annum and thereafter, Term SOFR plus 2.70% per annum. Prior to May 28, 2024, when the MSPV Credit Facility was amended, the Reinvestment Period terminated on June 17, 2025, the final maturity date was June 17, 2027, and the revolving loans were subject to an interest rate of Term SOFR plus 2.50% per annum during the Reinvestment Period and Term SOFR plus 3.00% per annum during the period following the Reinvestment Period.

On December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the “ASPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the “ASPV Credit Facility”), with the Transferor, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent and arranger, Computershare Trust Company, National Association, as the collateral custodian, and the lenders from time to time party thereto. On September 19, 2023 the ASPV Credit Facility was amended to appoint Western Alliance Trust Company, N.A., as the successor collateral custodian, and Computershare Trust Company, N.A. resigned as collateral custodian.

From time to time, the Transferor expects to sell and/or contribute certain investments to the ASPV Borrower. Proceeds from the ASPV Credit Facility will be used to finance the origination and acquisition of loans by the ASPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the ASPV Borrower through its ownership of the ASPV Borrower.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

The ASPV Credit Facility has a maximum principal amount of $500 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the ASPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The ASPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the ASPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the ASPV Credit Facility will terminate on December 12, 2025 (the “Reinvestment Period”) with a scheduled final maturity date of December 12, 2027. The revolving loans will be subject to an interest rate of daily simple SOFR plus 2.875% per annum.

On August 9, 2024, the ASPV Credit Facility was amended to, among other things: (i) increase the initial maximum principal amount from $300 million to $500 million, subject to availability under a borrowing base, (ii) reduce the interest rate on revolving loans from daily simple SOFR plus 2.875% per annum to daily simple SOFR plus 2.40% per annum and (iii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from December 12, 2025 to August 9, 2027 and extend the final scheduled maturity date from December 12, 2027 to August 9, 2029.

The ASPV Credit Facility is secured by all of the assets of the ASPV Borrower and a pledge of equity interests in the ASPV Borrower. The ASPV Borrower is subject to meet financial covenants under the ASPV Credit Facility agreement. As of September 30, 2024 and December 31, 2023, the ASPV Borrower was in compliance with all such covenants.

On November 17, 2023, the Company, as borrower, entered into a new Senior Secured Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Truist Credit Facility”), with the lenders and issuing banks party thereto and Truist Bank, as administrative agent.

On August 16, 2024, the Truist Credit Facility was amended to, among other things: (i) increase the initial maximum principal amount from $300 million to $975 million, subject to availability under a borrowing base, (ii) increase the additional commitments that the Company may seek from new and existing lenders in the future, up to an aggregate facility size not to exceed $1,462,500,000, and (iii) extend the termination date of the lenders’ obligation to make loans under the Truist Credit Facility from November 17, 2027 to August 16, 2028 and extend the final scheduled maturity date from November 17, 2028 to August 16, 2029.

The Company may prepay any class of loans and/or terminate or reduce the revolving commitments of any class under the Truist Credit Facility at any time without penalty. The revolving loans will be subject to an interest rate of, at the Company’s option, adjusted term SOFR plus 2.00% or the alternate base rate plus 1.00%.

The Truist Credit Facility is guaranteed by Twin Brook Capital Funding XXXIII, LLC (the “Guarantor”), a direct and wholly owned subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The Truist Credit Facility is secured by all assets of the Company and the Guarantor. The Company is subject to meet financial covenants under the Truist Credit Facility agreement. As of September 30, 2024 and December 31, 2023, the Company was in compliance with all such covenants.

As of September 30, 2024, there are approximately $260.1 million in borrowings outstanding on the ASPV Credit Facility, $194.0 million in borrowings outstanding on the MSPV Credit Facility and $391.8 million in borrowings outstanding on the Truist Credit Facility. Borrowings under the Company’s facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

Private Placement Notes

On March 19, 2024, the Company entered into a Note Purchase Agreement, governing the issuance of $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 (the “Tranche A Notes”) and $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 (the “Tranche B Notes”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 7.69% per annum and 7.78% per annum, respectively. The Tranche A Notes and the Tranche B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.

Interest on the Tranche A Notes and the Tranche B Notes will be due semiannually on March 19 and September 19 of each year, beginning on September 19, 2024. The Tranche A Notes and the Tranche B Notes may be redeemed in whole or in

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part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Tranche A Notes and the Tranche B Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Tranche A Notes and the Tranche B Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Company.

In connection with the Tranche A Notes and the Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the Tranche A Notes and the Tranche B Notes in a qualifying hedge accounting relationship.

As of September 30, 2024, the Company was in compliance with all financial covenants and other requirements of each of the Tranche A Notes and Tranche B Notes.

Debt Securitizations

On May 30, 2024, the Company completed an approximately $445.0 million term debt securitization (the “CLO Transaction”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements. The secured notes issued in the CLO Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by Twin Brook CLO 2024-1 LLC (the “Issuer”), an indirect, wholly-owned, consolidated subsidiary of the Company, and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.

The following table presents information on the secured notes and equity interests in the CLO Transaction:

	As of September 30, 2024
(Amounts in thousands)	Principal Outstanding		Interest Rate	Credit Rating
Class A Senior Secured Floating Rate Notes	$	161,000	SOFR + 1.90%	AAA(sf)
Class A-L Senior Secured Floating Rate Loans	$	100,000	SOFR + 1.90%	AAA(sf)
Class B Senior Secured Floating Rate Notes	$	45,000	SOFR + 2.30%	AA(sf)
Class C Senior Secured Floating Rate Notes	$	36,000	SOFR + 2.95%	A(sf)
Class D Senior Secured Floating Rate Notes	$	27,000	SOFR + 4.95%	BBB(sf)
Equity Interests	$	76,000	None	Not Rated
Total CLO Transaction	$	445,000

The secured notes are scheduled to mature on July 20, 2036, unless redeemed by the Issuer, at the direction of the Adviser, serving as collateral manager, on any business day after July 20, 2026.

The Class A Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes (collectively, the “Secured Debt”) are the secured obligations of the Issuer and the Equity Interests are the unsecured obligations of Issuer. The Class A-L Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the indenture and related agreements. The indenture governing the CLO Transaction includes customary covenants and events of default.

As part of the CLO Transaction, an wholly owned subsidiary of the Company (the “Retention Holder”) sold and transferred certain middle market loans to the Issuer for the purchase price and other consideration set forth in a loan sale agreement and for future sales from the Retention Holder to the Issuer on an ongoing basis. Such loans constituted the initial portfolio of assets securing the Secured Debt. In connection with such sale and transfer, the Retention Holder made customary representations, warranties and covenants to the Issuer.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

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The Adviser serves as collateral manager to Issuer under a collateral management agreement and is entitled to receive fees for providing the services; however, the Adviser has waived its right to receive such fees but may rescind such waiver at any time.

Short-Term Debt

In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180-days from the date it was transferred (each a “Short Term Financing Transaction”). At the expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.

As of September 30, 2024 and December 31, 2023, the Company did not have borrowings under Short-Term Financing Transactions.

Total debt consisted of the following as of September 30, 2024:

	As of September 30, 2024
(Amounts in thousands)	Maximum Principal Amount Committed		Principal Amount Outstanding		Principal Amount Available(1)		Carrying Value(2)		Assets Pledged as Collateral(3)
ASPV Credit Facility	$	500,000	$	260,100	$	15,780	$	260,100	$	434,015
MSPV Credit Facility	500,000		194,000		16,921		194,000		341,634
Truist Credit Facility	975,000		391,800		501,699		391,800		1,482,072
Tranche A Notes	90,000		90,000		—		91,644		—
Tranche B Notes	150,000		150,000		—		154,207		—
CLO Transaction	369,000		369,000		—		369,000		442,198
Total debt	$	2,584,000	$	1,454,900	$	534,400	$	1,460,751	$	2,699,919

(1)The amount available reflects any limitations related to the facilities borrowing bases.

(2)Carrying value is inclusive of adjustments for the change in fair value of the effective hedge relationship, if applicable.

(3)Fair market value of the assets held as collateral in the respective credit facility.

Credit facilities consisted of the following as of December 31, 2023:

	As of December 31, 2023
(Amounts in thousands)	Maximum Principal Amount Committed		Principal Amount Outstanding		Principal Amount Available(1)		Carrying Value		Assets Pledged as Collateral(2)
ASPV Credit Facility	$	300,000	$	150,000	$	56,227	$	150,000	$	305,690
MSPV Credit Facility	500,000		350,300		29,127		350,300		606,827
Truist Credit Facility	330,000		142,700		141,175		142,700		431,188
Total credit facilities	$	1,130,000	$	643,000	$	226,529	$	643,000	$	1,343,705

(1)The amount available reflects any limitations related to the facilities borrowing bases.

(2)Fair market value of the assets held as collateral in the respective credit facility.

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Average debt outstanding and weighted average interest rates of outstanding debt for the three and nine months ended September 30, 2024 were as follows:

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
	Weighted Average Interest Rate	Average Debt Outstanding (in thousands)		Weighted Average Interest Rate	Average Debt Outstanding (in thousands)
ASPV Credit Facility	7.91%	$	258,816	8.06%	$	212,435
MSPV Credit Facility	7.52%	$	195,370	7.74%	$	261,637
Truist Credit Facility	7.49%	$	236,526	7.56%	$	147,947
Tranche A Notes	7.69%	$	90,000	7.69%	$	64,380
Tranche B Notes	7.78%	$	150,000	7.78%	$	107,299
CLO Transaction	7.57%	$	369,000	7.57%	$	166,993
Total Weighted Average	7.72%	$	1,299,712	7.84%	$	960,691

Note 6.  Agreements and Related Party Transactions

Administration Agreement

On October 25, 2022, the Company entered into an administration agreement (the “Original Administration Agreement”) with AGTB Fund Manager, LLC (the “Administrator”). Under the terms of the Original Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.

On September 6, 2023, the Company entered into an amended and restated administration agreement (the “Administration Agreement”) with the Administrator. The Administration Agreement amended and restated the Original Administration Agreement in response to comments issued by certain state securities regulators in connection with their review of the Company’s continuous offering of Common Shares. The terms and conditions of the Administration Agreement are unchanged from those of the Original Administration Agreement, under which the Administrator has provided administrative services to the Company since its inception, except to (i) remove overhead expenses (including rent, office equipment and utilities) from the description of costs and expenses of the Administrator that are to be borne by the Company and (ii) clarify certain types of costs and expenses related to the Company’s operations, administration and transactions that are to be borne by the Company.

The Company reimburses the Administrator for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for it by such affiliate or third party.

Unless earlier terminated as described below, the Administration Agreement will remain in effect until September 6, 2025 and from year to year thereafter if approved annually by the vote of the Board of Trustees and the vote of a majority of the Company’s independent trustees (the “Independent Trustees”). The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other.

No person who is an officer, trustee, or employee of the Administrator or its affiliates and who serves as a trustee of the Company receives any compensation from the Company for his or her services as a trustee. However, the Company reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator or its affiliates to the Company’s officers who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Trustees who are not affiliated with the Administrator receive compensation for their services and reimbursement of expenses incurred to attend meetings.

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For the three and nine months ended September 30, 2024, the Administrator charged approximately $489,000 and $1,084,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three and nine months ended September 30, 2023, the Administrator charged approximately $383,000 and $1,455,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

Investment Management Agreement

On October 25, 2022, the Company entered into an investment management agreement (the “Original Investment Management Agreement”) with the Adviser. Under the terms of the Original Investment Management Agreement, the Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring the Company’s investments and portfolio companies on an ongoing basis.

On September 6, 2023, the Company entered into an amended and restated investment management agreement (the “Prior Investment Management Agreement”) with its Adviser, in response to comments issued by certain state securities regulators in connection with their review of the Company’s continuous offering of Common Shares. The terms of the Prior Investment Management Agreement were unchanged from those of the Original Investment Management Agreement, except to (i) remove conditional language that sunsets certain provisions if the Company’s securities become “covered securities,” as defined in Section 18 of the Securities Act of 1933, as amended; (ii) remove overhead expenses (including rent, office equipment and utilities) from the costs and expenses of the Administrator that are to be borne by the Company; (iii) clarify certain types of costs and expenses related to the Company’s operations, administration and transactions that are to be borne by the Company; and (iv) clarify the Adviser’s indemnification standard is consistent with the NASAA Omnibus Guidelines.

In connection with the TPG Transaction closing on November 1, 2023, the Company entered into an amended and restated investment management agreement (the “Investment Management Agreement”) with its Adviser. Under applicable law, the TPG Transaction resulted in an assignment and automatic termination of the Prior Investment Management Agreement. The Investment Management Agreement became effective upon the closing of the TPG Transaction and the terms of the Investment Management Agreement are identical to the Prior Investment Management Agreement. On September 26, 2023, the Company’s shareholders approved the Investment Management Agreement.

Unless earlier terminated as described below, the Investment Management Agreement will remain in effect until November 1, 2025 and from year to year thereafter if approved annually by the vote of the Board of Trustees of the Company or by the vote of a majority of the outstanding voting securities of the Company, and the vote of a majority of the Company’s Independent Trustees. The Investment Management Agreement will automatically terminate in the event of assignment. The Investment Management Agreement may be terminated by (1) the Company without penalty on 60 days’ written notice, (2) by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s trustees, or (3) the Adviser on 120 days’ written notice.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

The Investment Management Agreement also provides that the Company reimburses the Adviser for certain organizational costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.

As of September 30, 2024 and December 31, 2023, the Company has approximately $2.2 million and $2.4 million, respectively, payable to the Adviser for organizational, offering and operating costs, which is included in “accrued expenses and other liabilities payable to affiliate” and “due to affiliate” on the statements of assets and liabilities.

Under the terms of the Investment Management Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the base management fee and the incentive fee will ultimately be borne by the Company’s shareholders.

The base management fee is calculated at an annual rate of 1.25% of the Company’s net assets. For services rendered under the Investment Management Agreement, the base management fee is payable monthly in arrears. The base management fee is calculated based on the Company’s net assets at the first business day of the applicable month. For the

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first calendar month in which the Company has operations, net assets will be measured as the beginning net assets as of the date on which the Company begins operations. Base management fees for any partial month or quarter will be appropriately pro-rated.

For the three and nine months ended September 30, 2024, the Company accrued approximately $4.2 million and $10.2 million, respectively, of base management fees payable to the Adviser. For the three and nine months ended September 30, 2023, the Company accrued approximately $2.0 million and $5.4 million, respectively, of base management fees payable to the Adviser. As of September 30, 2024 and December 31, 2023, base management fees payable by the Company to the Adviser were approximately $4.2 million and $2.3 million, respectively.

Pursuant to the Investment Management Agreement, the Adviser is entitled to an incentive fee (“Incentive Fee”), which consists of two components; an incentive fee based on income and an incentive fee based on capital gains.

The portion based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter from, 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) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Company will pay the Adviser an incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized) (the “hurdle rate” or “Hurdle”);

•100% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the Hurdle but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of its Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of the Company’s Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and 12.5% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the Hurdle is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP. The

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Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.

For the three and nine months ended September 30, 2024, the Company accrued approximately $5.5 million and $13.9 million, respectively, of income incentive fees. For the three and nine months ended September 30, 2023, the Company accrued approximately $2.2 million and $5.8 million, respectively, of income incentive fees. As of September 30, 2024 and December 31, 2023, the Company had approximately $5.9 million and $2.8 million, respectively, of income incentive fees payable, respectively.

As of September 30, 2024, the Company had approximately $0.3 million of accrued capital gains incentive fees, of which none were paid or payable to the Adviser. As of December 31, 2023, the Company had approximately $496,000 of capital gains incentive fees payable.

Shareholder Servicing and/or Distribution Fees — Class S and Class D

On March 1, 2023, the Company entered into an Intermediary Manager Agreement with Foreside Financial Services, LLC, as its “Intermediary Manager” and principal underwriter in connection with the offering of the shares of the Company.

The Intermediary Manager is a broker-dealer registered with the SEC is a member of the Financial Industry Regulatory Authority (“FINRA”).

The following table shows the shareholder servicing and/or distribution fees we pay the Intermediary Manager under the Intermediary Manager Agreement with respect to the Class S, Class D and Class I shares on an annualized basis as a percentage of our 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, we 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 and/or distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly.

The Adviser voluntarily agreed to pay up to 0.60% of the shareholder servicing and/or distribution fee on Class S shares sold for the one-year period beginning October 1, 2023 and ending October 1, 2024. The Adviser has voluntarily agreed to pay up to 0.25% of the shareholder servicing and/or distribution fee on Class S shares sold for the period between October 1, 2024 through September 30, 2025. The Adviser has voluntarily agreed to pay up to 0.25% of the shareholder servicing and/or distribution fee on Class D shares sold in the Company’s continuous offering of Common Shares for the period between December 1, 2024 and September 30, 2025.

The shareholder servicing and/or distribution fees will be paid monthly in arrears. The shareholder servicing and/or distribution fees are similar to sales commissions. The distribution and servicing expenses borne by the participating brokers may be different from and substantially less than the amount of shareholder servicing and/ or distribution fees charged. The Intermediary Manager 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, at the request of the Fund, 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 DRIP. The distribution and servicing plan adopted in compliance with Rule 12b-1 is a compensation plan, which means that the Intermediary Manager is compensated regardless of its expenses, as opposed to a reimbursement plan which reimburses only for

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expenses incurred. The Intermediary Manager does not retain any shareholder servicing and/or distribution fees for profit. All shareholder servicing and/or distribution fees are held in a retention account by the Intermediary Manager to pay for and/or reimburse the Adviser for distribution-related expenditures.

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. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager, at the request of the Fund, will waive the shareholder servicing and/or distribution fee 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.

For the three and nine months ended September 30, 2024, the Company accrued approximately $157,000 and $368,000, respectively, of Class S shareholder servicing and distribution fees, of which $111,000 and $260,000, respectively, of servicing fees were waived. For the three and nine months ended September 30, 2024, the Company accrued approximately $1,000 and $2,000, respectively, of Class D shareholder servicing and distribution fees. For the three and nine months ended September 30, 2023, the Company did not accrue servicing fees.

Expense Support and Conditional Reimbursement Agreement

The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser on October 25, 2022. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser 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 Adviser 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 Adviser until such time as all Expense Payments made by the Adviser 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).

No Reimbursement Payment for any month will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) 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, or (2) the “Operating Expense Ratio” (as defined below) 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 relates. Pursuant to 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 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 Adviser, and interest expense, by net assets.

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 Adviser has waived its right to receive such payment for the applicable month.

For the three and nine months ended September 30, 2024 and 2023, no such Expense Payments were made by the Adviser.

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Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Company’s Independent Trustees, and in some cases, the prior approval of the SEC. The Company intends to rely on exemptive relief that has been granted by the SEC to the Company, the Adviser, and TPG Angelo Gordon to permit the Company to co-invest with other funds managed by the Adviser or TPG Angelo Gordon, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Pursuant to such exemptive relief, the Company is generally permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board of Trustees make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, and (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing. In certain situations where co-investment with one or more funds managed by TPG Angelo Gordon is not permitted or appropriate, TPG Angelo Gordon will need to decide which funds will proceed with the investment. TPG Angelo Gordon will make these determinations based on its 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.

Investment in Affiliated Funds

The Company holds equity investments through its interest in the affiliated funds, Twin Brook Equity Holdings, LLC and Twin Brook Segregated Holdings, LLC. These were created to hold equity interest that are purchased alongside the underlying portfolio companies’ debt.

Fair value for the three and nine months ended September 30, 2024 and 2023, and transactions of the Company’s investments in affiliates were as follows:

	Investment in Affiliated Funds at Fair Value for the Three Months Ended September 30, 2024
(Amounts in thousands)	Fair Value as of July 1, 2024		Gross Additions		Gross Reductions		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2024		Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC	$	69,894	$	6,514	$	(650)	$	514	$	1,790	$	78,062	$	—
Twin Brook Segregated Equity Holdings, LLC	19		—		—		—		—		19
Total non-controlled/affiliated investments	$	69,913	$	6,514	$	(650)	$	514	$	1,790	$	78,081	$	—

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	Investment in Affiliated Funds at Fair Value for the Nine Months Ended September 30, 2024
(Amounts in thousands)	Fair Value as of January 1, 2024		Gross Additions		Gross Reductions		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2024		Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC	$	54,697	$	20,903	$	(964)	$	549	$	2,877	$	78,062	$	—
Twin Brook Segregated Equity Holdings, LLC	17		—		—		—		2		19		—
Total non-controlled/affiliated investments	$	54,714	$	20,903	$	(964)	$	549	$	2,879	$	78,081	$	—

	Investment in Affiliated Funds at Fair Value for the Three Months Ended September 30, 2023
(Amounts in thousands)	Fair Value as of July 1, 2023		Gross Additions		Gross Reductions		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2023		Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC	$	38,564	$	10,091	$	(17)	$	5	$	(46)	$	48,597	$	—
Twin Brook Segregated Equity Holdings, LLC	—		19		—		—		(1)		18		—
Total non-controlled/affiliated investments	$	38,564	$	10,110	$	(17)	$	5	$	(47)	$	48,615	$	—

76

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

	Investment in Affiliated Funds at Fair Value for the Nine Months Ended September 30, 2023
(Amounts in thousands)	Fair Value as of January 1, 2023		Gross Additions		Gross Reductions		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of September 30, 2023		Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC	$	27,468	$	17,024	$	(19)	$	5	$	4,119	$	48,597	$	—
Twin Brook Segregated Equity Holdings, LLC	—		19		—		—		(1)		18		—
Total non-controlled/affiliated investments	$	27,468	$	17,043	$	(19)	$	5	$	4,118	$	48,615	$	—

Note 7.  Derivatives

The Company may enter into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.

In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.

For the three and nine months ended September 30, 2024, the Company’s monthly average USD notional exposure to foreign currency forward contracts was approximately $1,391,000 and $1,521,000, respectively. For the three and nine months ended September 30, 2023, the Company’s monthly average USD notional exposure to foreign currency forward contracts was approximately $1,427,000 and $476,000, respectively.

77

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

The table below presents the impact to the consolidated statements of operations from derivative contracts that were not designated in a qualifying hedging relationship during the three and nine months ended September 30, 2024 and 2023:

	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine months Ended September 30, 2023
Net change in unrealized gain (loss) on foreign currency forward contracts	$	(4)	$	9	$	33	9
Net change in unrealized gain (loss) on interest rate swaps	(1,387)		—		(1,387)		—
Realized (loss) on foreign currency forward contracts	(9)		—		5		—

The Company has not applied counterparty netting or collateral netting; as such, the amounts of cash collateral received and posted are not offset against the derivative assets and derivative liabilities in the consolidated statements of assets and liabilities.

Hedging

The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship. For derivative instruments designated in qualifying hedge relationships, the change in fair value of the hedging instrument are recorded as interest expense and in the consolidated statements of operations.

The table below presents the impact to the consolidated statements of operations from derivative assets and liabilities designated in a qualifying hedge accounting relationship for the three and nine months ended September 30, 2024 and 2023:

(Amounts in thousands)	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023		Financial Statement Location
Interest rate swaps	$	6,377	$	—	$	5,851	$	—	Interest expense
Hedged items	$	(6,377)	$	—	$	(5,851)	$	—	Interest expense

The table below presents the carrying value of unsecured borrowings as of September 30, 2024 that are designated in a qualifying hedging relationship and the related cumulative hedging adjustment (increase/(decrease)) from current and prior hedging relationships included in such carrying values:

Description	Pricipal Amount (Amounts in thousands)		Carrying Value (Amounts in thousands)		Cumulative Hedging Adjustments (Amounts in thousands)
Tranche A Notes	$	90,000	$	91,644	$	1,644
Tranche B Notes	$	150,000	$	154,207	$	4,207

There were no unsecured borrowings as of December 31, 2023 that were designated in a qualifying hedging relationship.

78

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 8.  Commitments and Contingencies

Commitments

The Company’s investment portfolio contains debt investments that are in the form of revolving 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.

Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments and are fair valued. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and consolidated statements of operations.

As of September 30, 2024 and December 31, 2023, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	September 30, 2024		December 31, 2023
First lien senior secured debt	(Amounts in thousands)		(Amounts in thousands)
50Floor, LLC	$	199	$	53
626 Holdings Equity, LLC	39		118
A.P.A Industries, LLC	1,523		1,523
Abrasive Technology Intermediate, LLC	138		97
ACES Intermediate, LLC	6,403		7,114
Advanced Lighting Acquisition, LLC	324		324
ADVI Health, LLC	1,062		1,062
Advocate RCM Acquisition Corp	2,902		2,902
AEP Passion Intermediate Holdings, Inc.	2		16
AFC Industries, Inc.	10,258		4,628
Affinitiv, Inc.	174		248
Agility Intermediate, Inc.	53		53
AHR Intermediate, Inc	5,304		7,072
Alcresta Buyer, Inc.	16,797		—
Alliance Environmental Group, LLC	—		3
ALM Media, LLC	2,481		971
AlphaCoin LLC	7,086		—
Altamira Material Solutions, LP	11		37
AM Buyer, LLC	32		95
American Family Care, LLC	6,199		—
Answer Acquisition, LLC	759		9
Apex Dental Partners, LLC	150		167
Aptitude Health Holdings, LLC	267		214
Aquatic Sales Solutions, LLC	70		70
ASC Ortho Management, LLC	17		57
Ascend Plastic Surgery Partners MSO LLC	24,879		—
Ascent Lifting, Inc.	2,500		2,500
ASP Global Acquisition, LLC	11,364		485
AvCarb, LLC	38		38
AWI Group, LLC	14,907		—
Banner Buyer, LLC	296		370

79

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	September 30, 2024	December 31, 2023
Barkley, LLC	2,300	2,300
BBG Intermediate Holdings, Inc.	4	4
BCI Burke Holding Corp.	185	185
Beacon Oral Specialists Management LLC	188	188
Beghou Consulting, LLC	2,120	2,714
Behavior Frontiers, LLC	1,344	38
Benefit Plan Administrators of Eau Claire, LLC	1,710	6,122
Bestop, Inc	13,854	—
Bio Agri Mix Holdings Inc.	85	87
BPCP EE Intermedco LLC	3,387	3,387
BPCP NSA Intermedco, Inc	15,868	—
BPCP WLF Intermedco LLC	7,538	7,876
BSC Top Shelf Blocker LLC	2,256	—
Bulk Lift International, LLC	1,801	1,801
Canadian Orthodontic Partners Corp.	37	23
CAP KSI Holdings LLC	5,835	—
CARDS Acquisition, Inc	30,133	—
Certified Collision Group Acquisition Corp	19	19
Champion Motorsports Group, LLC	56	56
Change Academy at Lake of the Ozarks, LLC	—	2,556
CL Services Acquisition, LLC	11,023	4,976
Community Care Partners, LLC	26	31
Copperweld Group, Inc.	185	139
Cosmetic Solutions, LLC	252	344
CPS HVAC Group, LLC	6	141
CPS Power Buyer, LLC	4,028	4,348
CR Services Intermediate, LLC	94	101
Custom Agronomics Holdings, LLC	2,357	2,161
DealerOn Inc.	314	314
Dermatology Medical Partners OpCo, LLC	9	9
Diamondback Buyer, LLC	60	56
DNS IMI Acquisition Corp	40	42
Domino Equipment Company, LLC	—	66
Double E Company, LLC	438	2,167
Duggal Acquisition, LLC	12,543	—
Dykstra's Auto, LLC	88	112
Edko Acquisition, LLC	26	38
EH Management Company, LLC	38	26
Empire Equipment Company, LLC	439	439
EMSAR Acquisition LLC	13	13
Endodontic Practice Partners, LLC	14,951	5,415
Engelman Baking Co., LLC	—	200
E-Phoenix Acquisition Co. Inc.	60	75
ERG Buyer, LLC	1,727	—
Esquire Deposition Solutions, LLC	7,666	3,061

80

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	September 30, 2024	December 31, 2023
Ever Fresh Fruit Company, LLC	3,893	1,380
Exclusive Concepts, LLC	4,855	2,880
Fastlap, LLC	16,386	—
Flourish Research Acquisition, LLC	381	3,433
Formulated Buyer, LLC	2	234
Franchise Fastlane, LLC	15	15
FreshAddress, LLC	30	30
FYZICAL Buyer, LLC	1,653	—
GENIUS BIDCO LLC	8,231	—
Geriatric Medical and Surgical Supply, LLC	248	248
Gold Medal Holdings, Inc.	3,986	5
Golden Bear PT Partners, LLC	32	22
GPSTrackit Holdings, LLC	3,514	—
GS XX Corporation	2,381	—
Green Monster Acquisition, LLC	—	11
Guardian Dentistry Practice Management, LLC	4,188	4
H2 Holdco, Inc.	18,850	7,349
Harley Exteriors Acquisition, LLC	5,251	—
HEC Purchaser Corp.	2,980	—
Helpware, Inc.	2,935	3,880
Highland Acquisition, Inc.	1,771	30
HLSG Intermediate, LLC	16	239
Home Brands Group Holdings, Inc.	48	48
HTI Intermediate, LLC	3,770	—
Hultec Buyer, LLC	3,915	2,819
Hydromax USA, LLC	228	228
Icelandirect, LLC	6	6
Icreon Holdings, LLC	1,071	803
IMA Group Management Company, LLC	188	201
Industrial Air Flow Dynamics, Inc.	2,537	2,537
Infolinks Media Buyco, LLC	38	38
Innovative FlexPak, LLC	183	—
IPC Pain Acquisition, LLC	1,140	2,240
Ironhorse Purchaser, LLC	3,488	2,471
ISSA, LLC	17	131
ITSavvy LLC	1,778	2,012
Johns Byrne LLC	4,039	4,039
Juniper Landscaping Holdings LLC	1,849	7,099
K-1 Packaging Group, LLC.	6,748	6,748
Kaizen Auto Care, LLC	131	—
Kalkomey Enterprises, LLC	—	77
Kittyhawk, Inc	3,571	—
Kwalu, LLC	5,061	5,061
L&J Holding Company LLC	12,027	—
Lawn Care Holdings Purchaser, Inc	828	4,506

81

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	September 30, 2024	December 31, 2023
Lehman Pipe Buyer, LLC	5,309	—
Leonard Group, Inc.	101	234
Load One Purchaser Corporation	3,557	9,787
MacKenzie Childs Acquisition, Inc.	1,799	1,799
MacNeill Pride Group Corp.	215	332
Mad Rose Company, LLC	362	395
Main Street Gourmet, LLC	38	38
Mattco Forge, Inc.	506	506
Medical Technology Associates, Inc.	1,966	1,966
MetaSource, LLC	43	94
Millennia Patient Services, LLC	53	53
Montway LLC	150	150
MRC Keeler Acquisition, LLC	150	150
MWEC Management, LLC	4,488	2,606
My Buyer, LLC	5,499	—
Nasco Healthcare Inc.	2,242	3,322
NEFCO Holding Company, LLC	9,817	6,316
Nelson Name Plate Company	90	90
Network Partners Acquisition, LLC	38	150
NH Kronos Buyer, Inc.	12,705	12,705
Nimlok Company, LLC	320	320
NTM Acquisition Corp	1,411	1,176
NutriScience Innovations, LLC	131	131
Optimized Marketing Acquisition, LLC	169	1,861
Outerbox, LLC	6,357	—
P and R Dental Strategies, LLC	15	23
Palmetto Technology Group, LLC	10,488	—
Peak Dental Services, LLC	—	38
Peak Investment Holdings, LLC	323	404
Peninsula MMGY Corporation	3,691	3,691
Pentec Acquisition Corp.	—	75
PharmaForceIQ INC.	2,093	—
PHGP MB Purchaser, Inc.	54	88
Pink Lily Holdings, LLC	63	63
Polaris Labs Acquisition, LLC	2,123	—
Polycorp Ltd	18,583	—
PPW Acquisition, LLC	21	30
PRA Acquisition, LLC	56	56
Premier Early Childhood Education Partners LLC	9,741	9,570
PRM Management Company, LLC	1,969	—
Purpose Home Health Acquisition, LLC	2,892	1,956
Qin's Buffalo, LLC	6,129	105
Quality Liaison Services of North America, Inc	1,629	1,629
Raneys, LLC	3,781	4,825
Reliable Medical Supply LLC	255	112

82

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	September 30, 2024	December 31, 2023
Renovation Systems, LLC	7,200	1,719
Revival Animal Health, LLC	52	34
RKD Group, LLC	4,542	4,905
RMS Health Care Management, LLC	1,620	3,018
Rose Paving, LLC	1,084	4,319
RQM Buyer, Inc.	83	165
RTP Acquisition, LLC	—	38
Sage Dental Management, LLC	15,954	49
SAMGI Buyer, Inc.	138	138
SASE Company, LLC	—	20
SCP Beverage Buyer, LLC	9	25
SCP ENT and Allergy Services, LLC	128	256
Shasta Buyer, LLC	2,199	2,081
ShiftKey, LLC	110	110
Signature Dental Partners LLC	12,188	—
Signature MD, Inc	8,706	—
Silver Falls MSO, LLC	12	79
SimiTree Acquisition LLC	128	137
SIMKO Merger Sub, LLC	4,839	6,818
Sixarp, LLC	3,732	6,912
Soccer Post Acquisition, LLC	1,779	1,856
Southeast Primary Care Partners, LLC	150	225
Southern Orthodontic Partners Management, LLC	8,137	92
Southern Sports Medicine Partners, LLC	27	35
Spear Education Holdings, LLC	7,290	4,463
Spectrum Solutions, LLC	165	267
SPG Holdco, LLC	2,070	2,070
Star Dental Partners LLC	3,835	11,806
Starwest Botanicals Acquisition, LLC	—	96
Stax Holding Company, LLC	60	60
Steel City Wash, LLC	16	16
Storm Smart Buyer LLC	92	105
Sun Orchard, LLC	11,435	5,336
Surplus Solutions, LLC	5,726	1,771
Teel Plastics, LLC	291	324
The Channel Company, LLC	14	45
The Chempetitive Group, LLC	13,919	—
Trademark Global, LLC	18	18
Treat Planet Acquisition, LLC	1,965	1,965
Triad Technologies, LLC	332	332
TruBlue LLC	3,761	—
TSR Concrete Coatings, LLC	537	1,534
U.S. Urology Partners, LLC	1,401	1,401
United Land Services Opco Parent, LLC	369	259
Universal Pure, LLC	2,283	5,139

83

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	September 30, 2024		December 31, 2023
US Anchors Group Inc	3,275		—
US Foot and Ankle Specialists, LLC	2,699		439
USALCO, LLC	—		59
USSC Holding Corp	17,306		—
Vanguard Packaging, LLC	3,821		535
Varsity DuvaSawko Operating Corp.	3,459		537
Varsity Rejuvenate Partners, LLC	5,167		8,377
Vehicle Accessories, Inc.	877		38
VetEvolve Holdings, LLC	11,747		14,699
Vital Care Buyer, LLC	—		580
WCI Volt Purchaser, LLC	2,249		2,249
Western Veterinary Partners, LLC	24,407		24
Westminster Cracker Company, Inc.	1,380		1,534
White Label Communications, LLC	1,534		1,534
Wolf Gordon Inc	3,809		—
WTWH Buyer, LLC	1,638		1,638
Yard-Nique, Inc	637		6,030
Zipline Logistics, LLC	574		6,214
Total unfunded portfolio company commitments	$	729,993	$	324,051

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings during the normal course of business. As of September 30, 2024, management was not aware of any material pending or threatened litigation.

Note 9.  Net Assets

Equity Issuances

As of September 30, 2024 and December 31, 2023, the Company had 55,691,815 and 31,438,430, respectively, shares issued and outstanding with a par value of $0.001 per share.

The following tables summarize transactions in common shares during the three and nine months ended September 30, 2024 and 2023:

84

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class I:
Proceeds from shares sold	4,537,474	$	115,538	21,721,263	$	551,935
Share transfers between classes	—	—		19,456	495
Distributions reinvested	297,399	7,572		654,113	16,653
Repurchased shares, net of early repurchase reduction	(38,837)	(970)		(58,376)	(1,457)
Net increase (decrease)	4,796,036	$	122,140	22,336,456	$	567,626

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class S:
Proceeds from shares sold	487,599	$	12,415	1,803,868	$	45,879
Share transfers between classes	—	—		(4,112)	(105)
Distributions reinvested	44,407	1,131		103,964	2,645
Net increase (decrease)	532,006	$	13,546	1,903,720	$	48,419

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class D:
Proceeds from shares sold	15,317	$	390	45,623	$	1,160
Share transfers between classes	—	—		(15,344)	(390)
Distributions reinvested	519	13		1,913	49
Net increase (decrease)	15,836	$	403	32,192	$	819

85

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

	Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class I:
Proceeds from shares sold	4,149,208	$	106,863	6,376,443	$	164,003
Distributions reinvested	28,472	734		39,635	1,017
Net increase (decrease)	4,177,680	$	107,597	6,416,078	$	165,020

Dividends

The following table reflects dividends declared on common shares during the nine months ended September 30, 2024 and 2023:

For the Nine Months Ended September 30, 2024
			Class I
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2024	January 31, 2024	February 29, 2024	$	0.2300	$	7,355
February 26, 2024	February 29, 2024	March 31, 2024	$	0.2300	$	7,809
March 28, 2024	March 31, 2024	April 30, 2024	$	0.2300	$	9,064
April 27, 2024	April 30, 2024	May 31, 2024	$	0.2300	$	9,566
May 28, 2024	May 31, 2024	June 30, 2024	$	0.2300	$	9,937
June 27, 2024	June 30, 2024	July 31, 2024	$	0.2300	$	10,987
July 28, 2024	July 31, 2024	August 31, 2024	$	0.2300	$	11,247
August 28, 2024	August 31, 2024	September 30, 2024	$	0.2400	$	12,183
September 27, 2024	September 30, 2024	October 31, 2024	$	0.2400	$	12,615

For the Nine Months Ended September 30, 2024
			Class S
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2024	January 31, 2024	February 29, 2024	$	0.2246	$	329
February 26, 2024	February 29, 2024	March 31, 2024	$	0.2250	$	363
March 28, 2024	March 31, 2024	April 30, 2024	$	0.2246	$	410
April 27, 2024	April 30, 2024	May 31, 2024	$	0.2248	$	439
May 28, 2024	May 31, 2024	June 30, 2024	$	0.2246	$	531
June 27, 2024	June 30, 2024	July 31, 2024	$	0.2248	$	575
July 28, 2024	July 31, 2024	August 31, 2024	$	0.2246	$	603
August 28, 2024	August 31, 2024	September 30, 2024	$	0.2346	$	686
September 27, 2024	September 30, 2024	October 31, 2024	$	0.2348	$	724

86

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the Nine Months Ended September 30, 2024
			Class D
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2024	January 31, 2024	February 29, 2024	$	0.2246	$	3
February 26, 2024	February 29, 2024	March 31, 2024	$	0.2250	$	11
March 28, 2024	March 31, 2024	April 30, 2024	$	0.2246	$	12
April 27, 2024	April 30, 2024	May 31, 2024	$	0.2248	$	10
May 28, 2024	May 31, 2024	June 30, 2024	$	0.2246	$	10
June 27, 2024	June 30, 2024	July 31, 2024	$	0.2248	$	6
July 28, 2024	July 31, 2024	August 31, 2024	$	0.2246	$	7
August 28, 2024	August 31, 2024	September 30, 2024	$	0.2346	$	10
September 27, 2024	September 30, 2024	October 31, 2024	$	0.2348	$	11

For the Nine Months Ended September 30, 2023
			Class I
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
March 27, 2023	March 31, 2023	April 28, 2023	$	0.1800	$	3,825
April 26, 2023	April 28, 2023	May 31, 2023	$	0.1800	$	4,019
May 25, 2023	May 31, 2023	June 30, 2023	$	0.1800	$	4,103
June 27, 2023	June 30, 2023	July 28, 2023	$	0.1800	$	4,173
July 25, 2023	July 28, 2023	August 31, 2023	$	0.1800	$	4,234
August 28, 2023	August 31, 2023	September 30, 2023	$	0.1900	$	5,117
September 26, 2023	September 30, 2023	October 31, 2023	$	0.1950	$	5,473

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Plan

The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding.

The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

87

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to 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 (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 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.

The following table presents the share repurchases completed during the nine months ended September 30, 2024:

Tender Offer Expiration Date	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased(1)		Price paid Per Share		Tender Offer Valuation Date	Amount Repurchased (all classes) (in thousands)(2)		Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 2024	19,539	0.1	%	$	25.43	December 31, 2023	$	487	0
April 25, 2024	—	—	%	$	25.40	March 31, 2024	$	—	0
July 26, 2024	38,837	0.1	%	$	25.45	June 30, 2024	$	969	0

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

(2) Amounts shown net of Early Repurchase Deduction.

(3) All repurchases were satisfied in full.

During the nine months ended September 30, 2023, no shares were repurchased.

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

All of the dividends declared during the nine months ended September 30, 2024 and 2023 were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company's tax return is filed.

Note 10.  Merger with AG Twin Brook BDC, Inc.

On July 28, 2023, the Company completed its previously announced acquisition of AGTB via merger, with the Company continuing as the surviving company. As of the effective time, each share of AGTB’s common stock, par value $0.001 per share, outstanding immediately prior to the effective time was converted into the right to receive $20.00 per share in cash, without interest, subject to any applicable withholding taxes. The Company paid cash consideration in connection with the AGTB Transaction of approximately $193 million and had transaction costs of approximately $0.8 million. The Company acquired $186 million of investments at amortized cost and fair value, with $7 million in other assets net of other liabilities.

The AGTB Transaction was accounted for as an asset acquisition of AGTB by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues, with the fair value of total consideration paid and transaction costs allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the AGTB Transaction. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Immediately following the AGTB Transaction, the investments were marked to their respective fair values and, as a result, the purchase premium (transaction costs) allocated to the cost basis of the investments acquired was immediately recognized as unrealized depreciation in the Consolidated Statements of Operations. The purchase premium allocated to the loan investments acquired will amortize over the life of each respective loan as an offset to interest income with a corresponding adjustment recorded as unrealized appreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the AGTB Transaction:

	Amounts (in thousands)
Total purchase price:	$	194,199
Assets acquired:
Investments, at fair value (amortized cost of $185,876)	186,264
Cash	15,567
Accrued interest receivable	2,396
Other assets(1)	2,164
Total assets acquired	206,391
Liabilities assumed:
Distribution payable	9,726
Other liabilities	3,216
Total liabilities assumed	12,942
Net assets acquired	$	193,449
Total purchase premium (transaction costs)	$	750

(1)Other assets include a $2 million waiver receivable from AGTB’s adviser for operating expenses.

Note 11.  Income Taxes

Taxable income generally differs from net increase (decrease) in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital or total distributable earnings (losses), as appropriate. There were $969,000 and $1,366,000 of permanent book-to-tax differences for the three and nine months ended September 30, 2024. In addition, there were $770,700 and $3,322,700 of permanent book-to-tax differences for the three and nine months ended September 30, 2023.

Note 12.  Financial Highlights

The following are financial highlights for a common share outstanding for Class I, S, and D for the nine months ended September 30, 2024 and 2023.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

(Amounts in thousands, except share and per share amounts)	Nine Months Ended September 30, 2024
	Class I			Class S*			Class D*
Per share data:
Net asset value, beginning of period	$	25.41		$	25.41		$	25.41
Net investment income (loss)(1)	2.14			2.09			2.09
Net realized and unrealized gain (loss)(2)	0.01			0.01			0.01
Total from operations	2.15			2.10			2.10
Dividends declared	(2.09)			(2.04)			(2.04)
Total increase (decrease) in net assets	0.06			0.06			0.06
Net asset value, end of period	$	25.47		$	25.47		$	25.47
Shares outstanding, end of period	52,561,994			3,084,929			44,892
Total return(3)(12)	8.8%			8.6%			8.6%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)	10.9%			11.2		%	11.1		%
Ratio of total net operating expenses to average net assets(4)(5)(7)	0.7%			0.7%			0.7%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)	11.2		%	10.9		%	10.9		%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)	11.2		%	10.9		%	10.9		%
Net assets, end of period	$	1,338,930		$	78,583		$	1,144
Weighted average shares outstanding	43,300,760			2,271,939			36,172
Portfolio turnover rate(10)	14.3		%	14.3		%	14.3		%
Asset coverage ratio(11)	197.1		%	197.1		%	197.1		%

*Class S inception date on October 1, 2023; Class D inception date on December 1, 2023.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

(Amounts in thousands, except share and per share amounts)	Nine Months Ended September 30, 2023
	Class I
Per share data:
Net asset value, beginning of period	$	25.25
Net investment income (loss)(1)	1.72
Net realized and unrealized gain (loss)(2)	0.12
Total from operations	1.84
Dividends declared	(1.29)
Total increase (decrease) in net assets	0.55
Net asset value, end of period	$	25.80
Shares outstanding, end of period	27,361,108
Total return(3)(12)	7.4%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)	8.3		%
Ratio of total net operating expenses to average net assets(4)(5)(7)	0.8		%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)	7.0		%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)	6.8		%
Net assets, end of period	$	705,916
Weighted average shares outstanding	23,231,467
Portfolio turnover rate(10)	13.7		%
Asset coverage ratio(11)	227.5		%

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

(2)The amount shown at this caption includes the balancing amount derived from other figures in the schedule. The amount shown does not correspond with the aggregate amount for the period due to the effect of the timing of capital transactions.

(3)Total return is calculated as the change in NAV per share during the period, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s distribution reinvestment plan, divided by the opening NAV per share. Total return does not include upfront transaction fee, if any.

(4)Annualized.

(5)Average net assets are computed using the average monthly net assets during the reporting period.

(6)Ratio of total expenses to average net assets is computed using total expenses net of waivers from the Administrator, if applicable. Included in total expenses are incentive fees of 1.2%, as a percent of average net assets for the nine months ended September 30, 2024 for Class I, Class S, and Class D. Additionally, included in total expenses for the nine months ended September 30, 2023 are incentive fees of 1.0%. The impact of the waiver included in total expenses net of waivers was 0.4% for Class S shares and was not applicable to Class D or Class I shares for the nine months ended September 30, 2024. There were no waivers for the nine months ended September 30, 2023.

(7)Ratio of net operating expenses to average net assets is computed using total operating expenses net of interest expense, tax expense, organizational expense, offering expense, management fees, incentive fees, and waivers from the Administrator, if applicable.

(8)Ratio of net investment income (loss) before taxes to average net assets does not include applicable tax expenses that are not attributable to the Company itself but are taxes to a consolidated subsidiary to the Company and thus shown on the Consolidated Statements of Operations.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

(9)Ratio of net investment income (loss) after taxes to average net assets includes applicable tax expenses that are not attributable to the Company itself, but are taxes to a consolidated subsidiary to the Company and thus shown on the Consolidated Statements of Operations.

(10)Portfolio turnover rate is calculated using the lesser of total sales or total purchases over the average of the investments at fair value for the periods reported.

(11)Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) total debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period.

(12)Not annualized.

Note 13.  Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements. There have been no subsequent events that occurred that would require disclosure in, or would be required to be recognized in, these consolidated financial statements, except as discussed below:

Subsequent Activity, Subscriptions and Dividend Declarations

The Company received approximately $35 million of net proceeds, inclusive of distributions reinvested through the Company’s distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective October 1, 2024. Additionally, the Company received approximately $41 million of net proceeds relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective November 1, 2024.

On October 25, 2024, the Company’s Board declared net distributions of $0.2400, $0.2271, and $0.2346 per Class I share, Class S share, and Class D share, respectively, payable on November 26, 2024 to shareholders of record as of October 31, 2024.

Effective October 28, 2024, the Company repurchased 32,540 shares for $827,000, net of Early Repurchase Deductions, when applicable.

On October 15, 2024, the Company entered into a First Supplement to the Note Purchase Agreement (the “First Supplement”). The First Supplement governs the issuance of $400 million aggregate principal amount of Series B Notes consisting of (i) $85 million aggregate principal amount of 6.42% Series B Senior Notes, Tranche A, due October 15, 2028 (the “Series B Tranche A Notes”), (ii) $25 million aggregate principal amount of Series B Senior Notes, Tranche B, due October 15, 2029 to be issued at a floating rate equal to three-month SOFR plus 3.24% (the “Series B Tranche B Notes”), and (iii) $290 million aggregate principal amount of 6.52% Series B Senior Notes, Tranche C, due October 15, 2029 (the “Tranche C Notes,” collectively with the Series B Tranche A Notes and Series B Tranche B Notes, the “Series B Notes”), to qualified institutional investors in a private placement. All of the Series B Tranche A Notes and the Series B Tranche B Notes and $100,000,000 of the Series B Tranche C Notes were delivered and paid for on October 15, 2024. Of the remaining Series B Tranche C Notes, $100,000,000 and $90,000,000 are expected to be delivered and paid for on November 14, 2024 and December 12, 2024, respectively, subject to customary closing conditions.

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

In this quarterly report on Form 10-Q, or this "report," we refer to TPG Twin Brook Capital Income Fund (formerly known as, “AG Twin Brook Capital Income Fund”) and its consolidated subsidiaries as "we," "us," the "Company," "TCAP," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, AGTB Fund Manager, LLC, as our "Adviser," and we refer to the direct parent company of our Adviser, Angelo, Gordon & Co., L.P., as "TPG Angelo Gordon." The Adviser serves as the Company’s Administrator and may also be referred to herein as "Administrator".

Forward-Looking Statements

The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2023 and Part II, Item 1A of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about TCAP, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify 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 difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this 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 “Item 1A. Risk Factors” and elsewhere in this report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the U.S. Securities and Exchange Commission (the “SEC”) including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This quarterly report on 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).

Overview

We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Formed as a Delaware statutory trust on January 27, 2022, we are externally managed by the Adviser, a wholly-owned subsidiary of TPG Angelo Gordon, a diversified credit and real estate investing platform within TPG Inc. (“TPG”) (Nasdaq: TPG), a leading global alternative investment firm. Our Adviser is registered as an investment adviser with the SEC. We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

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On November 1, 2023, TPG completed the previously announced acquisition of TPG Angelo Gordon pursuant to which TPG Angelo Gordon, including our Adviser (which also serves as our Administrator), became indirect subsidiaries of TPG. In connection with the closing of the TPG Transaction, on November 1, 2023, the Company entered into an amended and restated investment management agreement (the “Investment Management Agreement”) with the Adviser. Under applicable law, the TPG Transaction resulted in an assignment and automatic termination of the prior amended and restated investment management agreement (the “Prior Investment Management Agreement”). Our shareholders approved the Investment Management Agreement at a special meeting of our shareholders held on September 26, 2023. All material terms in the Investment Management Agreement are unchanged from the Prior Investment Management Agreement.

On September 25, 2024, our board of trustees (the “Board”) adopted the Fourth Amended and Restated Agreement and Declaration of Trust (the “Fourth A&R Declaration of Trust”) in order to reflect the change of the Company’s name from “AG Twin Brook Capital Income Fund” to “TPG Twin Brook Capital Income Fund”. Further, to reflect the new name of the Company, on September 25, 2024, the Board adopted the Third Amended and Restated Bylaws (the “Third A&R Bylaws”), effective the same day.

Pursuant to our Investment Management Agreement, subject to the overall supervision of the Board, our Adviser manages our day-to-day operations, and provides investment advisory and management services to us. Our Adviser 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.

Under our Investment Management Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer, general counsel and their respective staffs.

As a BDC, we must invest at least 70% of our assets in “eligible portfolio companies,” generally, U.S. private operating companies (or small U.S. public operating companies with a market capitalization of less than $250 million). As a BDC, we may also invest up to 30% of our portfolio in non-eligible portfolio company investments, such as investments in non-U.S. companies, which may include investments in a “passive foreign investment company” (a “PFIC”). Because we have elected to be regulated as a BDC, and we intend to continue to qualify as a RIC under the Code, our portfolio will also be subject to the diversification and other requirements under the Code.

Investments

We invest principally in privately originated senior secured loans to U.S. middle market companies, which we believe have consistent capital needs and have not only been underserved in recent years by traditional providers of capital such as banks and the public debt markets, but also for a variety of reasons may prefer working with experienced non-bank lenders. Our origination strategy focuses on the middle market private equity community. This financing is utilized for a variety of purposes, including to fund organic growth, acquisitions, recapitalizations, management buyouts and leveraged buyouts for companies with revenue generally under $500 million. In describing our business, we generally use the term “middle market” to refer to companies with EBITDA of between $3 million and $50 million annually; however, we typically invest in companies with EBITDA of less than $25 million. Notwithstanding the foregoing, the Adviser may determine whether companies qualify as “middle market” in its sole discretion, and we may from time to time invest in larger or smaller companies.

By investing predominantly in senior secured debt, we expect to reduce our risk of principal loss and deliver more stable returns over time as compared with investments in bonds, unsecured loans, mezzanine investments and public, private and project equity. However, we may also invest opportunistically in other parts of the capital structure, including senior secured stretch and unitranche facilities, second lien loans, mezzanine and mezzanine-related loans, and equity investments, as well as select other subordinated instruments either directly or through acquisitions in the secondary market.

The level of our investment activity depends on many factors, including the amount of debt and equity capital available to prospective portfolio companies, the level of merger, acquisition and refinancing activity for such companies, the availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make.

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As a BDC, we must invest at least 70% of our assets in “eligible portfolio companies,” generally, U.S. private operating companies (or small U.S. public operating companies with a market capitalization of less than $250 million). As a BDC, we may also invest up to 30% of our portfolio in non-eligible portfolio company investments, such as investments in non-U.S. companies, which may include investments in a “passive foreign investment company.” Because we have elected to be regulated as a BDC, and we intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code, our portfolio will also be subject to the diversification and other requirements under the Code. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other TPG Angelo Gordon funds. From time to time, we may co-invest with other TPG Angelo Gordon funds.

Revenues

We generate revenues primarily through the receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees and from dividends on direct equity investments. In addition, we may generate revenue in the form of commitment, origination, administration, amendment, and loan servicing fees. Loan origination fees, original issue discount and market discount or premium are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income. We record contractual prepayment premiums on loans and debt securities as interest income.

Our debt investment portfolio consists of primarily floating rate loans. As of September 30, 2024, 99.9% 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 Term 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 that we receive from our ownership of private securities is recorded pursuant to the terms of the respective investments.

Expenses

Our primary operating expenses include the payment of fees to the Adviser under the Investment Management Agreement, our allocable portion of expenses under the Administration Agreement, interest expense related to borrowings outstanding, and other operating costs described below.

We are responsible for all costs and expenses incurred in connection with the operations of the Company and locating, structuring, consummating, maintaining and disposing of investments and potential investments (whether or not the acquisition is consummated), including but not limited to legal, regulatory, accounting and other professional or third-party costs or disbursements including travel, rent or lodging, out-of-pocket expenses of the Adviser, the fees and expenses of any independent counsel engaged by the Adviser and out-of-pocket expenses related to third-party service providers (including loan servicer fees), placement agent fees and expenses, advertising expenses, litigation expenses, brokerage commissions, clearing and settlement charges and other transaction costs, custody fees, interest expenses, financing charges, initial and variation margin, broken deal expenses, compensation (which may include fees or performance-based compensation) of Advisers, consultants and finders, joint venture partners, or other professionals relating to the Company’s operations and investments or potential investments (whether or not completed), which may include costs incurred to attend or sponsor networking and other similar events hosted by both for-profit and not-for-profit organizations (which may include organizations affiliated with current or prospective investors), specific expenses incurred in connection with the Company’s information and data technology systems, fees of pricing and valuation services, appraisal costs and brokerage expenses. We will also bear all commitment fees and any transfer or recording taxes, registration fees and other expenses in connection with acquisitions and dispositions of investments, and all expenses relating to the ownership and operation of investments, including taxes, interest, insurance, and other fees and expenses. Travel expenses may include first-class airfare and limited use of private or charter aircraft, as well as premium accommodations, in accordance with our Adviser’s policies related thereto.

In addition, we will bear all costs of the administration of the Company, including but not limited to accounting expenses (including accounting systems) and expenses relating to audit, legal and regulatory expenses (including filings with U.S. and non-U.S. regulators and compliance obligations), costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws, fees and expenses of any administrators in

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connection with the administration of the Company, expenses relating to the maintenance of registered offices of the Company to the extent provided by unaffiliated service providers, temporary office space of non-employee consultants or auditors, blue sky and corporate filing fees and expenses, corporate licensing expenses, indemnification expenses, costs of holding any meetings or conferences of investors or their delegates or Advisers (including meetings of the Adviser and related activities), Independent Trustees’ fees and expenses, costs of any litigation or threatened litigation or costs of any investigation or legal inquiries involving Company activities (including regulatory sweeps), the cost of any liability insurance or fidelity coverage for the Company, including any trustees’ and officers’ liability insurance and key-person life insurance policies, maintained with respect to liabilities arising in connection with the activities of our trustees and officers conducted on behalf of the Company, costs associated with reporting and providing information to existing and prospective investors, including printing and mailing costs, wind-up and liquidation expenses, and any extraordinary expenses arising in connection with the operations of the Company.

From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described above.

Leverage

In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations. As market conditions permit and at the discretion of our Adviser, we currently estimate that our portfolio will be approximately 1.00-1.10x levered consistent with our target leverage profile of 0.90x – 1.25x. We may from time to time increase the size of our existing credit facilities, enter into new credit facilities or issue new debt securities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

As of September 30, 2024, we had borrowings of $1,460.8 million outstanding at an average all-in rate of 7.82%, which is included in debt on the consolidated statements of assets and liabilities. As of December 31, 2023, the Company had borrowings of $643.0 million outstanding at an average all-in rate of 7.96%. We incurred approximately $27.4 million and $61.1 million and $11.3 million and $27.7 million of interest and unused commitment fees for the three and nine months ended September 30, 2024 and 2023, respectively, which is included in interest expense on the consolidated statements of operations. The carrying values of borrowings outstanding under the debt facilities approximate fair value. See Note 5 to the consolidated financial statements for information on the Company’s debt.

Portfolio and Investment Activity

As of September 30, 2024, based on fair value, our portfolio consisted of 97.19% first lien senior secured debt investments and 2.81% investments in affiliated funds that hold our equity co-investments. As of December 31, 2023, based on fair value, our portfolio consisted of 96.09% first lien senior secured debt investments and 3.91% investments in affiliated funds that hold our equity co-investments.

As of September 30, 2024, we had investments in 226 portfolio companies with an aggregate fair value of $2.8 billion. As of December 31, 2023, we had investments in 195 portfolio companies with an aggregate fair value of $1.4 billion.

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Our investment activity for the three months ended September 30, 2024 and 2023 is presented below (information presented herein is at par value unless otherwise indicated).

(Amounts in thousands)	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023
Principal amount of investments committed (including add-ons):
First lien senior secured debt investments	$	746,778		$	279,526
Sponsor subordinated note	—			12
Investment in affiliated funds	6,514			10,110
Total principal amount of investments committed	$	753,292		$	289,648
Principal amount of investments sold or repaid:
First lien senior secured debt investments	$	(197,471)		$	(33,597)
Investment in affiliated funds	(650)			(17)
Total principal amount of investments sold or repaid	$	(198,121)		$	(33,614)
New debt investments(1):
New commitments	$	434,581		$	247,673
Number of new commitments in new portfolio companies(2)	12			129
Average new commitment amount	$	36,215		$	1,920
Weighted average term for new commitments (in years)	4.5			3.4
Percentage of new commitments at floating rates	100.0		%	100.0		%
Percentage of new commitments at fixed rates	—		%	—		%

(1)Amounts shown exclude add-on transactions to existing portfolio companies during the period.

(2)Number of new debt investment commitments represent commitments to a particular portfolio company.

As of September 30, 2024 and December 31, 2023 our investments consisted of the following:

	September 30, 2024				December 31, 2023
(Amounts in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First lien senior secured debt	$	2,702,111	$	2,699,909	$	1,344,371	$	1,343,692
Sponsor subordinated note	14		10		13		13
Investment in affiliated funds	70,723		78,081		50,235		54,714
Total investments	$	2,772,848	$	2,778,000	$	1,394,619	$	1,398,419

The table below describes investments by industry composition based on fair value as of September 30, 2024 and December 31, 2023:

	September 30, 2024		December 31, 2023
Aerospace and defense	0.8	%	0.1	%
Air freight and logistics	0.8	%	1.5	%
Auto components	2.8	%	1.6	%
Building products	0.6	%	—	%
Chemicals	1.4	%	0.9	%
Commercial services and supplies	4.0	%	3.0	%
Construction and engineering	2.7	%	4.5	%

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Containers and packaging	2.9	%	5.0	%
Distributors	0.1	%	0.2	%
Diversified consumer services	6.5	%	7.7	%
Electrical equipment	1.7	%	0.8	%
Electronic equipment, instruments and components	0.5	%	1.1	%
Food and staples retailing	1.6	%	2.8	%
Food products	2.5	%	3.8	%
Gas utilities	—	%	0.1	%
Health care equipment and supplies	2.7	%	3.5	%
Health care providers and services	29.1	%	29.0	%
Health care technology	1.1	%	2.2	%
Household durables	3.4	%	5.6	%
Industrial Conglomerates	0.5	%	1.1	%
Interactive Media & Services	0.7	%	—	%
Internet and direct marketing retail	0.8	%	0.8	%
IT services	2.0	%	1.5	%
Leisure equipment and products	0.3	%	0.2	%
Leisure products	—	%	0.1	%
Life sciences tools and services	1.5	%	0.1	%
Machinery	3.6	%	2.5	%
Media	8.6	%	8.7	%
Metals and mining	0.1	%	0.2	%
Multiline retail	2.0	%	—	%
Multisector holdings	2.8	%	3.9	%
Pharmaceuticals	0.1	%	0.1	%
Personal products	0.1	%	0.2	%
Professional services	0.6	%	1.1	%
Real estate management and development	0.1	%	0.2	%
Semiconductors and semiconductor equipment	—	%	0.1	%
Software	2.4	%	1.2	%
Specialty retail	0.8	%	1.0	%
Trading companies and distributors	7.8	%	3.5	%
Water utilities	—	%	0.1	%
Total	100.0	%	100.0	%

As of September 30, 2024, 99.9% of our investments were based in the United States and 0.1% were based in Canada. As of December 31, 2023, 99.9% of our investments were based in the United States and 0.1% were based in Canada.

The weighted average yields and interest rates of our funded debt investments as of September 30, 2024 and December 31, 2023 were as follows:

	September 30, 2024		December 31, 2023
Weighted average total yield of funded debt investments at cost (1)	10.6	%	11.7	%
Weighted average total yield of funded debt investments at fair value(1)	10.6	%	11.7	%
Weighted average spread over reference rates of all floating rate funded debt investments	5.6	%	5.4	%

(1)Calculated using actual interest rates in effect as of September 30, 2024 and December 31, 2023 based on borrower elections.

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The weighted average yield of our funded debt investments is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates of each investment as of each respective date, including accretion of original issue discount, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

Our Adviser 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 with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

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

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

•comparisons to other companies in the portfolio company’s industry; and

•review of monthly or quarterly financial statements and financial projections for portfolio companies.

As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all debt investments on a scale of A to F. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:

Investment Rating	Description
A	A loan supported by exceptional financial strength, stability and liquidity;
B	As a general rule, a new transaction will be risk rated a “B” loan. Overtime, a “B” loan is supported by good financial strength, stability and liquidity;
C	A loan that is exhibiting deteriorating trends, which if not corrected could jeopardize repayment of the debt. In general, a default by the borrower of one of its financial performance covenants (leverage or coverage ratios) would warrant a downgrade of a loan to a risk rating of “C”;
D	A loan that has a well-defined weakness that jeopardizes the repayment of the debt or the ongoing enterprise value of the borrower;
E	A loan that has an uncured payment default; and
F	An asset that is considered uncollectible or of such little value that its continuance as a booked asset is unwarranted.

Our Adviser 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 C through F, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

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The following table shows the composition of our debt investments on the A to F rating scale as of September 30, 2024 and December 31, 2023:

	September 30, 2024				December 31, 2023
Investment Rating	Investments at Fair Value		Percentage of Total Debt Investments		Investments at Fair Value		Percentage of Total Debt Investments
(Amounts in thousands)
A	$	—	—		$	—	—
B	2,657,304		98.4	%	1,306,541		97.2	%
C	28,647		1.1	%	32,215		2.4	%
D	9,157		0.3	%	2,461		0.2	%
E	4,801		0.2	%	2,476		0.2	%
F	—		—		—		—
Total	$	2,699,909	100.0	%	$	1,343,693	100.0	%

The following table shows the amortized cost of our performing and non-accrual debt investments as of September 30, 2024 and December 31, 2023:

	September 30, 2024				December 31, 2023
(Amounts in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	2,698,923	99.9	%	$	1,344,384	100.0	%
Non-accrual	3,202		0.1	%	—		—
Total	$	2,702,125	100.0	%	$	1,344,384	100.0	%

The Merger with AGTB Private BDC

On January 1, 2023, we completed the merger (the “Merger”) with AGTB Private BDC (“Private BDC”), with TCAP continuing as the surviving company and Private BDC continuing as the accounting survivor. Therefore, all comparative consolidated financial statements prior to the Merger are those of the Private BDC.

Pursuant to the Merger Agreement, TCAP and Private BDC caused the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware on December 30, 2022. The Merger became effective on January 1, 2023 (the “Effective Time”), as agreed to by the parties and specified in the Certificate of Merger. At the Effective Time, common shares of beneficial interest, par value $0.001 per share, of Private BDC outstanding immediately prior to the Effective Time were converted into a number of Class I shares of beneficial interest, par value $0.001 per share, of TCAP (the “TCAP Common Shares”) equal to a ratio of one to one. As a result, we issued an aggregate of approximately 20.9 million TCAP Common Shares to former Private BDC shareholders. The TCAP Common Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, we had approximately 20,945,030 Class I shares outstanding, and no Class S or D shares outstanding.

The Merger with AG Twin Brook BDC, Inc.

On July 28, 2023, we completed the previously announced acquisition of AG Twin Brook BDC, Inc., a Delaware corporation (“AGTB”) via merger, with the Company continuing as the surviving company. As of the effective time, each share of AGTB’s common stock, par value $0.001 per share, outstanding immediately prior to the effective time was converted into the right to receive $20.00 per share in cash, without interest, subject to any applicable withholding taxes. We paid cash consideration in connection with the AGTB Transaction of approximately $193 million and had transaction

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costs of approximately $0.8 million. We acquired $186 million of investments at amortized cost and fair value, with $7 million in other assets net of other liabilities.

The AGTB Transaction was accounted for as an asset acquisition of AGTB by the Company in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations-Related Issues, with the fair value of total consideration paid and transaction costs allocated to the assets acquired and liabilities assumed based on their relative fair values as of the date of the AGTB Transaction. Generally, under asset acquisition accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values of net identifiable assets acquired other than certain “non-qualifying” assets (for example cash) and does not give rise to goodwill.

Immediately following the AGTB Transaction, the investments were marked to their respective fair values and, as a result, the purchase premium (transaction costs) allocated to the cost basis of the investments acquired was immediately recognized as unrealized depreciation in the Consolidated Statements of Operations. The purchase premium allocated to the loan investments acquired will amortize over the life of each respective loan as an offset to interest income with a corresponding adjustment recorded as unrealized appreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation on disposition of such equity investments acquired.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed as a result of the AGTB Transaction:

	Amounts (in thousands)
Total purchase price:	$	194,199
Assets acquired:
Investments, at fair value (amortized cost of 185,876)	186,264
Cash	15,567
Accrued interest receivable	2,396
Other assets(1)	2,164
Total assets acquired	206,391
Liabilities assumed:
Distribution payable	9,726
Other liabilities	3,216
Total liabilities assumed	12,942
Net assets acquired	$	193,449
Total purchase premium (transaction costs)	$	750

(1)Other assets include a $2 million waiver receivable from AGTB’s Adviser for operating expenses.

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Results of Operations

The following table represents the operating results for the three and nine months ended September 30, 2024, and 2023:

(Amounts in thousands)	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Total investment income	$	80,244	$	35,438	$	192,725	$	89,148
Less: expenses and taxes	41,589		17,719		95,431		$	49,104
Net investment income (loss)	38,655		17,719		97,294		40,044
Net realized gain (loss)	874		8		1,153		(10)
Net change in unrealized gain (loss)	(42)		(1,453)		(2)		2,911
Net increase (decrease) in net assets resulting from operations	$	39,487	$	16,274	$	98,445	$	42,945

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.

Investment Income

Investment income for the three and nine months ended September 30, 2024, and 2023, were as follows:

(Amounts in thousands)	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Interest	$	78,485	$	34,963	$	186,072	$	87,414
Payment-in-kind interest	478		—		1,756		—
Other	1,281		475		4,897		1,734
Total investment income	$	80,244	$	35,438	$	192,725	$	89,148

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Increases in interest and other investment income were driven by deployment of capital and an increase in investment activity. Total investments as of September 30, 2024 were $2.8 billion as compared to $1.2 billion as of September 30, 2023.

Expenses

Expenses for the three and nine months ended September 30, 2024, and 2023, were as follows:

(Amounts in thousands)	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Interest	$	28,603	$	11,770	$	63,730	$	29,087
Income incentive fees	5,545		2,205		13,936		5,790
Management fees	4,150		1,986		10,234		5,396
Professional fees	858		136		1,943		1,409
Offering costs	326		739		1,042		2,357
Other	772		275		1,390		917
Insurance fees	144		147		605		259
Accounting fees	139		174		449		446
Trustees' fees	62		45		152		134
Distribution and shareholder servicing fees:
Class D	1		—		2		—
Class S	157		—		368		—
Administrative fees	489		383		1,084		1,455
Organizational costs	—		—		—		528
Capital gains incentive fees	115		(178)		169		365
Total expenses	$	41,361	$	17,682	$	95,104	$	48,143
Distribution and shareholder servicing fees waived	(111)		—		(260)		—
Net expenses	$	41,250	$	17,682	$	94,844	$	48,143

Increases in interest and other expenses were driven by the Company’s continued deployment of capital, rising interest rates and an increase in investment activity and leverage.

Increases in incentive fees are correlated to an increase in results from operations. For the three and nine months ended September 30, 2024, there were net increases in net assets resulting from operations of $39.5 million and $98.4 million, driving the increase in incentive fees, compared to the three and nine months ended September 30, 2023, there were net increases in net assets resulting from operations of $16.3 million and $42.9 million. Increases in management fees were driven by the increase in net assets during the periods presented. The increase in net assets was primarily driven by net capital activity.

Under the terms of the Administration Agreement and Investment Management Agreement, we reimburse the Administrator and Adviser, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Adviser may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Adviser for any services performed for us by such affiliate or third party.

For the three and nine months ended September 30, 2024, the Administrator charged approximately $489,000 and $1,084,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three and nine months ended September 30, 2023, the Administrator charged approximately $383,000 and $1,455,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

Income Taxes, including Excise Taxes

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We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To continue to qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income. For the three and nine months ended September 30, 2024 and 2023, we did not accrue U.S. federal excise tax.

We conduct certain activities through our wholly-owned subsidiaries, Twin Brook Equity XVIII Corp., and Twin Brook Equity XXXIII Corp., both of which are Delaware corporations. They are treated as corporations for United States federal income tax purposes and are subject to U.S. federal, state or local income tax. For the three and nine months ended September 30, 2024 and 2023, the Company accrued $2,000 current federal tax. For the three and nine months ended September 30, 2024 and 2023 the Company accrued approximately $337,000, $553,000, $37,000 and $961,000, respectively, of deferred federal tax related to the corporations, which is included in “deferred federal tax provision” on the consolidated statements of operations.

Net Change in Unrealized Gains (Losses) on Investment Transactions

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and nine months ended September 30, 2024 and 2023, net unrealized gains (losses) on our investment transactions were as follows:

(Amounts in thousands)	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Investments	1349		(1,462)		1,352		2902
Interest rate swaps	(1,387)		—		(1,387)		—
Foreign currency forward contracts	(4)		9		33		9
Net change in unrealized gain (loss) on investment transactions	$	(42)	$	(1,453)	$	(2)	$	2,911

For the three months ended September 30, 2024, the net unrealized gains from investments were primarily driven by changes in market conditions since June 30, 2024.

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Net Realized Gains (Losses) on Investment Transactions

The realized gains and losses on fully and partially exited portfolio companies during the three and nine months ended September 30, 2024 and 2023, were as follows:

(Amounts in thousands)	Three Months Ended September 30, 2024		Three Months Ended September 30, 2023		Nine Months Ended September 30, 2024		Nine Months Ended September 30, 2023
Non-controlled, non-affiliated investments	$	369	$	3	$	599	$	(15)
Non-controlled, affiliated investments	514		5		549		5
Foreign currency forward contracts	(9)		—		5		—
Net realized gain (loss) on investments	$	874	$	8	$	1,153	$	(10)

Financial Condition, Liquidity, and Capital Resources

Our liquidity and capital resources are generated primarily from the net proceeds of our continuous offering of common shares, cash flows from interest, dividends and fees earned from our investments and principal repayments, and credit facilities. The primary uses of our cash are (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying our Adviser and Administrator or its affiliates), (3) debt service of any borrowings and (4) cash distributions to the holders of our shares.

We may from time to time increase the size of our existing credit facilities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As market conditions permit and at the discretion of our Adviser, we currently estimate that our portfolio will be approximately 1.00-1.10x levered consistent with our target leverage profile of 0.90x – 1.25x. There were $1,460.8 million outstanding borrowings as of September 30, 2024. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash as of September 30, 2024, taken together with our available debt capacity of $534.4 million, is expected to be sufficient for our investing activities and to conduct our operations.

As of September 30, 2024 we had $102.1 million in cash. During the nine months ended September 30, 2024, we used $1,270.3 million in cash for operating activities, primarily as a result of funding portfolio investments of $1,655.7 million and partially offset by other operating activities of $385.3 million. Net cash provided by financing activities was $1,309.7 million during the period, primarily the result of proceeds from the issuance of common shares and debt borrowings.

Equity

At the Effective Time of the Merger, common shares of beneficial interest, par value $0.001 per share, of Private BDC outstanding immediately prior to the Effective Time were converted into a number of TCAP Common Shares equal to a ratio of one to one. As a result, TCAP issued an aggregate of approximately 20.9 million TCAP Common Shares to former Private BDC shareholders. The TCAP Common Shares issued and outstanding immediately prior to the Effective Time remained outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, TCAP had approximately 20,945,030 Class I shares outstanding, and no Class S or D shares outstanding.

As of September 30, 2024, the Company had 55,691,815 shares issued and outstanding with a par value of $0.001 per share.

The following tables summarize transactions in common shares during the three and nine months ended September 30, 2024 and 2023:

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	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class I:
Proceeds from shares sold	4,537,474	$	115,538	21,721,263	$	551,935
Share transfers between classes	—	—		19,456	495
Distributions reinvested	297,399	7,572		654,113	16,653
Repurchased shares, net of early repurchase reduction	(38,837)	(970)		(58,376)	(1,457)
Net increase (decrease)	4,796,036	$	122,140	22,336,456	$	567,626

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class S:
Proceeds from shares sold	487,599	$	12,415	1,803,868	$	45,879
Share transfers between classes	—	—		(4,112)	(105)
Distributions reinvested	44,407	1,131		103,964	2,645
Net increase (decrease)	532,006	$	13,546	1,903,720	$	48,419

	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class D:
Proceeds from shares sold	15,317	$	390	45,623	$	1,160
Share transfers between classes	—	—		(15,344)	(390)
Distributions reinvested	519	13		1,913	49
Net increase (decrease)	15,836	$	403	32,192	$	819

	Three Months Ended September 30, 2023			Nine Months Ended September 30, 2023
	Shares	Amount in Thousands		Shares	Amount in Thousands
Class I:
Proceeds from shares sold	4,149,208	$	106,863	6,376,443	$	164,003
Distributions reinvested	28,472	734		39,635	1,017
Net increase (decrease)	4,177,680	$	107,597	6,416,078	$	165,020

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 table presents each month-end NAV per share for the common shares during the nine months ended September 30, 2024:

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	NAV Per Share
For the Months Ended	Class I		Class S		Class D
January 31, 2024	$	25.43	$	25.43	$	25.43
February 29, 2024	$	25.43	$	25.43	$	25.43
March 31, 2024	$	25.40	$	25.40	$	25.40
April 30, 2024	$	25.43	$	25.43	$	25.43
May 31, 2024	$	25.44	$	25.44	$	25.44
June 30, 2024	$	25.45	$	25.45	$	25.45
July 31, 2024	$	25.47	$	25.47	$	25.47
August 31, 2024	$	25.47	$	25.47	$	25.47
September 30, 2024	$	25.47	$	25.47	$	25.47

Dividends

We plan to make monthly dividends at the Board’s discretion, starting with the first monthly distribution declared in March 2023. The following table reflects dividends declared on common shares during the nine months ended September 30, 2024.

For the Nine Months Ended September 30, 2024
			Class I
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2024	January 31, 2024	February 29, 2024	$	0.2300	$	7,355
February 26, 2024	February 29, 2024	March 31, 2024	$	0.2300	$	7,809
March 28, 2024	March 31, 2024	April 30, 2024	$	0.2300	$	9,064
April 27, 2024	April 30, 2024	May 31, 2024	$	0.2300	$	9,566
May 28, 2024	May 31, 2024	June 30, 2024	$	0.2300	$	9,937
June 27, 2024	June 30, 2024	July 31, 2024	$	0.2300	$	10,987
July 28, 2024	July 31, 2024	August 31, 2024	$	0.2300	$	11,247
August 28, 2024	August 31, 2024	September 30, 2024	$	0.2400	$	12,183
September 27, 2024	September 30, 2024	October 31, 2024	$	0.2400	$	12,615

For the Nine Months Ended September 30, 2024
			Class S
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2024	January 31, 2024	February 29, 2024	$	0.2246	$	329
February 26, 2024	February 29, 2024	March 31, 2024	$	0.2250	$	363
March 28, 2024	March 31, 2024	April 30, 2024	$	0.2246	$	410
April 27, 2024	April 30, 2024	May 31, 2024	$	0.2248	$	439
May 28, 2024	May 31, 2024	June 30, 2024	$	0.2246	$	531
June 27, 2024	June 30, 2024	July 31, 2024	$	0.2248	$	575
July 28, 2024	July 31, 2024	August 31, 2024	$	0.2246	$	603
August 28, 2024	August 31, 2024	September 30, 2024	$	0.2346	$	686
September 27, 2024	September 30, 2024	October 31, 2024	$	0.2348	$	724

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For the Nine Months Ended September 30, 2024
			Class D
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2024	January 31, 2024	February 29, 2024	$	0.2246	$	3
February 26, 2024	February 29, 2024	March 31, 2024	$	0.2250	$	11
March 28, 2024	March 31, 2024	April 30, 2024	$	0.2246	$	12
April 27, 2024	April 30, 2024	May 31, 2024	$	0.2248	$	10
May 28, 2024	May 31, 2024	June 30, 2024	$	0.2246	$	10
June 27, 2024	June 30, 2024	July 31, 2024	$	0.2248	$	6
July 28, 2024	July 31, 2024	August 31, 2024	$	0.2246	$	7
August 28, 2024	August 31, 2024	September 30, 2024	$	0.2346	$	10
September 27, 2024	September 30, 2024	October 31, 2024	$	0.2348	$	11

The following table reflects dividends declared on common shares for the nine months ended September 30, 2023:

For the Nine Months Ended September 30, 2023
			Class I
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
March 27, 2023	March 31, 2023	April 28, 2023	$	0.1800	$	3,825
April 26, 2023	April 28, 2023	May 31, 2023	$	0.1800	$	4,019
May 25, 2023	May 31, 2023	June 30, 2023	$	0.1800	$	4,103
June 27, 2023	June 30, 2023	July 28, 2023	$	0.1800	$	4,173
July 25, 2023	July 28, 2023	August 31, 2023	$	0.1800	$	4,234
August 28, 2023	August 31, 2023	September 30, 2023	$	0.1900	$	5,117
September 26, 2023	September 30, 2023	October 31, 2023	$	0.1950	$	5,473

Character of Distributions

The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser, which is subject to recoupment, or the Administrator, if any.

All of the dividends declared for the three and nine months ended September 30, 2024 and 2023 and were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company’s tax return is filed.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Plan

The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount

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is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding.

The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to 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 (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 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.

The following table presents the share repurchases completed during the nine months ended September 30, 2024:

Tender Offer Expiration Date	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased(1)		Price paid Per Share		Tender Offer Valuation Date	Amount Repurchased (all classes) (in thousands)(2)		Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 2024	19,539	0.1	%	$	25.43	December 31, 2023	$	487	0
April 25, 2024	—	—	%	$	25.40	March 31, 2024	$	—	0
July 26, 2024	38,837	0.1	%	$	25.45	June 30, 2024	$	969	0

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

(2) Amounts shown net of Early Repurchase Deduction.

(3) All repurchases were satisfied in full.

During the nine months ended September 30, 2023, no shares were repurchased.

Debt

In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.

For the three and nine months ended September 30, 2024 and 2023, the components of interest expense were as follows:

(Amounts in thousands)	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Interest expense	$	27,394		$	11,267		$	61,097		$	27,717
Amortization of deferred financing costs	1,209			503			2,633			1,370
Total interest expense	$	28,603		$	11,770		$	63,730		$	29,087
Average interest rate	7.72		%	7.97		%	7.84		%	7.56		%
Average daily borrowings	$	1,299,712		$	495,756		$	960,691		$	423,551

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Credit Facilities

MSPV Credit Facility

On June 17, 2022, Twin Brook Capital Funding XXXIII MSPV, LLC, as borrower (the “MSPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new loan and servicing agreement (as amended, supplemented or otherwise modified from time to time, the “MSPV Credit Facility”) with Twin Brook Capital Funding XXXIII, LLC, as the transferor (the “Transferor”), AGTB Fund Manager, LLC, as the servicer, Morgan Stanley Asset Funding, Inc., as administrative agent, the lenders from time to time party thereto and The Bank of New York Mellon Trust Company, National Association, as the collateral agent, account bank and collateral custodian.

From time to time, the Transferor expects to sell and/or contribute certain investments to the MSPV Borrower. Proceeds from the MSPV Credit Facility will be used to finance the origination and acquisition of loans by the MSPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the MSPV Borrower through its ownership of the MSPV Borrower. The MSPV Borrower is subject to meet financial covenants under the MSPV Credit Facility agreement. As of September 30, 2024 and December 31, 2023, the MSPV Borrower was in compliance with all such covenants.

The MSPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the MSPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the MSPV Credit Facility will terminate on June 17, 2027 (the “Reinvestment Period”) with a scheduled final maturity date of May 28, 2029. The revolving loans are subject to an interest rate, during the Reinvestment Period, of Term SOFR plus 2.20% per annum and thereafter, Term SOFR plus 2.70% per annum. Prior to May 28, 2024, when the MSPV Credit Facility was amended, the Reinvestment Period terminated on June 17, 2025, the final maturity date was June 17, 2027, and the revolving loans were subject to an interest rate of Term SOFR plus 2.50% per annum during the Reinvestment Period and Term SOFR plus 3.00% per annum during the period following the Reinvestment Period.

ASPV Credit Facility

On December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the “ASPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the “ASPV Credit Facility”), with the Transferor, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent and arranger, Computershare Trust Company, National Association, as the collateral custodian, and the lenders from time to time party thereto. On September 19, 2023 the ASPV Credit Facility was amended to appoint Western Alliance Trust Company, N.A., as the successor collateral custodian, and Computershare Trust Company, N.A. resigned as collateral custodian.

From time to time, the Transferor expects to sell and/or contribute certain investments to the ASPV Borrower. Proceeds from the ASPV Credit Facility will be used to finance the origination and acquisition of loans by the ASPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the ASPV Borrower through its ownership of the ASPV Borrower.

The ASPV Credit Facility created a revolving loan facility with an initial maximum principal amount of $300 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the ASPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The ASPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the ASPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the ASPV Credit Facility will terminate on December 12, 2025 (the “Reinvestment Period”) with a scheduled final maturity date of December 12, 2027. The revolving loans will be subject to an interest rate of daily simple SOFR plus 2.875% per annum.

The ASPV Credit Facility is secured by all of the assets of the ASPV Borrower and a pledge of equity interests in the ASPV Borrower. The ASPV Borrower is subject to meet financial covenants under the ASPV Credit Facility agreement. As of September 30, 2024 and December 31, 2023, the ASPV Borrower was in compliance with all such covenants.

On August 9, 2024, ASPV Borrower entered into Amendment No. 1 to Loan, Security and Collateral Management Agreement (the “First Amendment”), by and among ASPV Borrower, as borrower, AGTB Fund Manager, LLC, as the

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collateral manager, Ally Bank, as administrative agent, and swingline lender, Western Alliance Trust Company, N.A., as the collateral custodian, and the lenders from time to time party thereto, which amends the Loan, Security and Collateral Management Agreement dated as of December 13, 2022.

The First Amendment amends the ASPV Credit Facility to, among other things: (i) increase the initial maximum principal amount from $300 million to $500 million, subject to availability under a borrowing base, (ii) reduce the interest rate on revolving loans from daily simple SOFR plus 2.875% per annum to daily simple SOFR plus 2.40% per annum and (iii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from December 12, 2025 to August 9, 2027 and extend the final scheduled maturity date from December 12, 2027 to August 9, 2029.

Truist Credit Facility

On November 17, 2023, the Company, as borrower, entered into a new Senior Secured Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Truist Credit Facility”), with the lenders and issuing banks party thereto and Truist Bank, as administrative agent.

On August 16, 2024, the Truist Credit Facility was amended to, among other things: (i) increase the initial maximum principal amount from $300 million to $975 million, subject to availability under a borrowing base, (ii) increase the additional commitments that the Company may seek from new and existing lenders in the future, up to an aggregate facility size not to exceed $1,462,500,000, and (iii) extend the termination date of the lenders’ obligation to make loans under the Truist Credit Facility from November 17, 2027 to August 16, 2028 and extend the final scheduled maturity date from November 17, 2028 to August 16, 2029.

The Company may prepay any class of loans and/or terminate or reduce the revolving commitments of any class under the Truist Credit Facility at any time without penalty. The revolving loans will be subject to an interest rate of, at the Company’s option, adjusted term SOFR plus 2.00% or the alternate base rate plus 1.00%.

The Truist Credit Facility is guaranteed by Twin Brook Capital Funding XXXIII, LLC (the “Guarantor”), a direct and wholly owned subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The Truist Credit Facility is secured by all assets of the Company and the Guarantor. The Company is subject to financial covenants under the Truist Credit Facility agreement. As of September 30, 2024 and December 31, 2023, the Company was in compliance with all such covenants.

As of September 30, 2024, there are approximately $260.1 million in borrowings outstanding on the ASPV Credit Facility, $194.0 million borrowings outstanding on the MSPV Credit Facility and $391.8 million in borrowings outstanding on the Truist Credit Facility. Borrowings under the Company’s facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

The carrying values of borrowings outstanding under the debt facilities approximate fair value. As of September 30, 2024 and December 31, 2023, the asset coverage ratio was 197.1% and 224.2%, respectively.

Private Placement Notes

On March 19, 2024, the Company entered into a Note Purchase Agreement, governing the issuance of $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 (the “Tranche A Notes”) and $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 (the “Tranche B Notes”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 7.69% per annum and 7.78% per annum, respectively. The Tranche A Notes and the Tranche B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.

Interest on the Tranche A Notes and the Tranche B Notes will be due semiannually on March 19 and September 19 of each year, beginning on September 19, 2024. The Tranche A Notes and the Tranche B Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Tranche A Notes and the Tranche B Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in

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control events occur. The Tranche A Notes and the Tranche B Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Company.

In connection with the Tranche A Notes and the Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the Tranche A Notes and the Tranche B Notes in a qualifying hedge accounting relationship.

As of September 30, 2024, the Company was in compliance with all covenants and other requirements of each of the Tranche A Notes and Tranche B Notes.

Total debt consisted of the following as of September 30, 2024:

	As of September 30, 2024
(Amounts in thousands)	Maximum Principal Amount Committed		Principal Amount Outstanding		Principal Amount Available(1)		Carrying Value(2)		Assets Pledged as Collateral(3)
ASPV Credit Facility	$	500,000	$	260,100	$	15,780	$	260,100	$	434,015
MSPV Credit Facility	500,000		194,000		16,921		194,000		341,634
Truist Credit Facility	975,000		391,800		501,699		391,800		1,482,072
Tranche A Notes	90,000		90,000		—		91,644		—
Tranche B Notes	150,000		150,000		—		154,207		—
CLO Transaction	369,000		369,000		—		369,000		442,198
Total debt	$	2,584,000	$	1,454,900	$	534,400	$	1,460,751	$	2,699,919

(1)The amount available reflects any limitations related to the facilities borrowing bases.

(2)Carrying value is inclusive of adjustments for the change in fair value of the effective hedge relationship

(3)Fair market value of the assets held as collateral in the respective credit facility.

Credit facility obligations consisted of the following as of December 31, 2023:

	As of December 31, 2023
(Amounts in thousands)	Maximum Principal Amount Committed		Principal Amount Outstanding		Principal Amount Available(1)		Carrying Value		Assets Pledged as Collateral(2)
ASPV Credit Facility	$	300,000	$	150,000	$	56,227	$	150,000	$	305,690
MSPV Credit Facility	$	500,000	$	350,300	$	29,127	$	350,300	$	606,827
Truist Credit Facility	$	330,000	$	142,700	$	141,175	$	142,700	$	431,188
Total credit facilities	$	1,130,000	$	643,000	$	226,529	$	643,000	$	1,343,705

(1)The amount available reflects any limitations related to the facilities borrowing bases.

(2)Fair market value of the assets held as collateral in the respective credit facility.

Debt Securitizations

On May 30, 2024, the Company completed an approximately $445.0 million term debt securitization (the “CLO Transaction”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements. The secured notes issued in the CLO Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by Twin Brook CLO 2024-1 LLC (the “Issuer”), an indirect, wholly-owned, consolidated subsidiary of the Company, and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.

The following table presents information on the secured notes and equity interests in the CLO Transaction:

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	As of September 30, 2024
(Amounts in thousands)	Principal Outstanding		Interest Rate	Credit Rating
Class A Senior Secured Floating Rate Notes	$	161,000	SOFR + 1.90%	AAA(sf)
Class A-L Senior Secured Floating Rate Loans	$	100,000	SOFR + 1.90%	AAA(sf)
Class B Senior Secured Floating Rate Notes	$	45,000	SOFR + 2.30%	AA(sf)
Class C Senior Secured Floating Rate Notes	$	36,000	SOFR + 2.95%	A(sf)
Class D Senior Secured Floating Rate Notes	$	27,000	SOFR + 4.95%	BBB(sf)
Equity Interests	$	76,000	None	Not Rated
Total CLO Transaction	$	445,000

The secured notes are scheduled to mature on July 20, 2036, unless redeemed by the Issuer, at the direction of the Adviser, serving as collateral manager, on any business day after July 20, 2026.

The Class A Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes (collectively, the “Secured Debt”) are the secured obligations of the Issuer and the Equity Interests are the unsecured obligations of Issuer. The Class A-L Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the indenture and related agreements. The indenture governing the CLO Transaction includes customary covenants and events of default.

As part of the CLO Transaction, an wholly owned subsidiary of the Company (the “Retention Holder”) sold and transferred certain middle market loans to the Issuer for the purchase price and other consideration set forth in a loan sale agreement and for future sales from the Retention Holder to the Issuer on an ongoing basis. Such loans constituted the initial portfolio of assets securing the Secured Debt. In connection with such sale and transfer, the Retention Holder made customary representations, warranties and covenants to the Issuer.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Adviser serves as collateral manager to Issuer under a collateral management agreement and is entitled to receive fees for providing the services; however, the Adviser has waived its right to receive such fees but may rescind such waiver at any time.

Short-Term Debt

In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180 days from the date it was transferred (each, a “Short Term Financing Transaction”). At the expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.

As of September 30, 2024 and December 31, 2023, the Company did not have borrowings under Short-Term Financing Transactions with a third party.

Off-Balance Sheet Arrangements

Portfolio Company Commitments

Our investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments at fair value. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and consolidated statements of operations.

As of September 30, 2024 and December 31, 2023, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $729,993 million and $324,051 million, respectively.

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We seek to carefully manage our unfunded portfolio company commitments for purposes of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage ratio, to cover any outstanding portfolio company unfunded commitments we are required to fund.

Contractual Obligations

A summary of our contractual payment obligations under our borrowing arrangements as of September 30, 2024 is as follows:

	Payment Due by Period
(Amounts in millions)	Total		Less than 1 year		1-3		3-5		More than 5 years
ASPV Credit Facility	$	260.1	$	—	$	—	$	260.1	$	—
MSPV Credit Facility	$	194.0	$	—	$	—	$	194.0	$	—
Truist Credit Facility	$	391.8	$	—	$	—	$	391.8	$	—
Tranche A Notes	$	90.0	$	—	$	90.0	$	—	$	—
Tranche B Notes	$	150.0	$	—	$	—	$	150.0	$	—
CLO Transaction	$	369.0							$	369.0
Total	$	1,454.9	$	—	$	90.0	$	995.9	$	369.0

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the Investment Management Agreement, the Administration Agreement, Expense Support and Conditional Reimbursement Agreement and the Resource Sharing Agreement.

In addition to the aforementioned agreements, we intend to rely on exemptive relief that has been granted to us, our Adviser, and TPG Angelo Gordon to permit us to co-invest with other funds managed by TPG Angelo Gordon in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as any regulatory requirements and other pertinent factors. See “Item 1. – Notes to Consolidated Financial Statements – Note 6. Agreements and Related Party Transactions” for further description of our related party transactions.

Critical Accounting Policies

The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 21, 2024, and elsewhere in our filings with the SEC. There have been no significant changes this quarter in our critical accounting policies and practices.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic effects of rising interest rates in response to inflation, the Israel-Hamas war and the war in Russia and Ukraine has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined in good faith by Adviser, pursuant to Rule 2a-5, based on, among other things, the input of independent third party valuation firm(s) engaged by the Adviser, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for

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the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We may fund portions of our investments with borrowings on a short term basis, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of September 30, 2024, 99.9% of our debt investments based on fair value in our portfolio were at floating rates. Our credit facilities bear interest at floating rates with no interest rate floor. Our unsecured notes, which bear interest at fixed rates, are hedged by fixed to floating interest rate swaps in order to align the interest rates of our liabilities with our investment portfolio.

Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2024, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments and leverage (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to Term SOFR and there are no changes in our investment and borrowing structure:

(Amounts in millions)	Interest Income		Interest Expense		Net Income
Up 200 basis points	$	55.0	$	24.3	$	30.7
Up 100 basis points	$	27.4	$	12.1	$	15.3
Down 100 basis points	$	(27.4)	$	(12.1)	$	(15.3)
Down 200 basis points	$	(54.9)	$	(24.3)	$	(30.6)

To a limited extent, we may in the future hedge against interest rate fluctuations by using hedging instruments such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period ended September 30, 2024 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, are any material legal proceedings 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 contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

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 year ended December 31, 2023 filed with the SEC on March 21, 2024 which could materially affect our business, financial condition and/or operating results. The risks 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.

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

We did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act. In addition to other information set forth in this report, you should carefully consider the information regarding repurchases discussed in Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share Repurchase Plan”, herein.

The following table sets forth information regarding repurchases of our Common Shares pursuant to a tender offer during the nine months ended September 30, 2024 (dollar amounts in thousands, except per share amounts).

Tender Offer Expiration Date	Total Number of Shares Repurchased (all classes)	Percentage of Outstanding Shares Repurchased(1)		Price paid Per Share		Tender Offer Valuation Date	Amount Repurchased (all classes) (in thousands)(2)		Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 2024	19,539	0.1	%	$	25.43	December 31, 2023	$	487	0
April 25, 2024	—	—	%	$	25.40	March 31, 2024	$	—	0
July 26, 2024	38,837	0.1	%	$	25.45	June 30, 2024	$	969	0

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

(2) Amounts shown net of Early Repurchase Deduction.

(3) All repurchases were satisfied in full.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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Item 5. Other Information.

During the fiscal quarter ended September 30, 2024, none of our 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.

Exhibit No.	Description
3.1	Fourth Amended and Restated Agreement and Declaration of Trust, dated September 25, 2024 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on September 26, 2024)
3.2	Third Amended and Restated By-laws, dated September 25, 2024 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 26, 2024)
10.1	First Amendment to Loan, Security and Collateral Management Agreement, dated as of August 9, 2024, by and among Twin Brook Capital Funding XXXIII ASPV, LLC, as the Borrower, AGTB Fund Manager, LLC, as the Collateral Manager, Ally Bank, as the Administrative Agent and as the Swingline Lender, the Required Lenders party thereto and Western Alliance Trust Company, N.A., as the Collateral Custodian (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 13, 2024)
10.2	First Amendment to Senior Secured Revolving Credit Agreement, dated as of August 16, 2024, by and among AG Twin Brook Capital Income Fund, the Lenders and Issuing Banks (as defined therein) party thereto and Truist Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 16, 2024)
10.3	First Supplement to Master Note Purchase Agreement, dated October 15, 2024, by and among TPG Twin Brook Capital Income Fund and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 21, 2024)
31.1*	Certification of Trevor Clark pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Terrence Walters pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Trevor Clark pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Terrence Walters pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

___________________

*Filed herewith

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SIGNATURES

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

	TPG Twin Brook Capital Income Fund
November 12, 2024	By:	/s/ Trevor Clark
		Trevor Clark
		Chief Executive Officer
		(Principal Executive Officer)
November 12, 2024	By:	/s/ Terrence Walters
		Terrence Walters
		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

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