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 March 31, 2025

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 May 12, 2025 was 64,187,247, 6,300,971 and 78,672 of Class I, Class S and Class D Common Shares, respectively. Common Shares outstanding exclude May 1, 2025 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 March 31, 2025 (Unaudited) and December 31, 2024	2
	Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)	7
	Consolidated Schedules of Investments as of March 31, 2025 (Unaudited) and December 31, 2024	9
	Notes to Consolidated Financial Statements (Unaudited)	63
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	101
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	121
Item 4.	Controls and Procedures	122
PART II	OTHER INFORMATION	123
Item 1.	Legal Proceedings	123
Item 1A.	Risk Factors	123
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	123
Item 3.	Defaults Upon Senior Securities	123
Item 4.	Mine Safety Disclosures	123
Item 5.	Other Information	123
Item 6.	Exhibits	124
Signatures		125

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)

	March 31, 2025		December 31, 2024
	(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments at fair value (amortized cost of $3,304,424 and $3,084,619, respectively)	$	3,298,961	$	3,080,569
Non-controlled/affiliated investments at fair value (amortized cost of $77,857 and $74,552, respectively)	85,558		80,654
Cash and cash equivalents (restricted cash of $51,135 and $71,863 as of March 31, 2025 and December 31, 2024, respectively)	78,838		161,064
Deferred financing costs	26,716		27,997
Interest receivable	12,290		12,479
Unrealized gain on derivative contracts	3,311		1,021
Deferred offering costs	973		1,035
Prepaid expenses	574		1,057
Other assets	67		612
Total assets	$	3,507,288	$	3,366,488
Liabilities
Unrealized loss on derivative contracts	7,290		14,000
Debt (Note 5)	1,719,853		1,745,999
Interest payable	18,637		33,546
Dividend payable	14,964		14,602
Income incentive fee payable	6,086		5,465
Management fees payable	4,922		4,578
Accrued expenses and other liabilities payable to affiliate	2,888		3,118
Deferred income	2,271		2,373
Deferred tax liability	1,855		1,575
Total liabilities	$	1,778,766	$	1,825,256
Commitments and contingencies (Note 8)
Net assets
Common shares $0.001 par value, unlimited shares authorized; 68,346,039 and 60,925,719 shares issued and outstanding, respectively	$	68	$	61
Additional paid-in-capital	1,731,846		1,544,845
Total distributable earnings (loss)	(3,392)		(3,674)
Total net assets	1,728,522		1,541,232
Total liabilities and net assets	$	3,507,288	$	3,366,488
Net asset value per share	$	25.29	$	25.30

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)

	March 31, 2025		December 31, 2024
	(Unaudited)
Net Asset Value per Share
Class I Shares:
Net assets	$	1,585,048	$	1,445,050
Common shares $0.001 par value, unlimited shares authorized	62,673,057		57,123,580
Net asset value per share	$	25.29	$	25.30
Class S Shares:
Net assets	$	141,462	$	94,351
Common shares $0.001 par value, unlimited shares authorized	5,593,418		3,729,761
Net asset value per share	$	25.29	$	25.30
Class D Shares:
Net assets	$	2,012	$	1,831
Common shares $0.001 par value, unlimited shares authorized	79,564		72,378
Net asset value per share	$	25.29	$	25.30

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 March 31, 2025		Three Months Ended March 31, 2024
Investment income
Investment income from non-controlled, non-affiliated investments:
Interest	$	86,544	$	46,753
Payment-in-kind interest	967		803
Other	1,344		1,207
Total investment income from non-controlled, non-affiliated investments:	88,855		48,763
Total investment income	88,855		48,763
Expenses
Interest	$	31,953	$	15,458
Income incentive fees(1)	6,086		3,583
Management fees(1)	4,922		2,647
Other	995		160
Offering costs	612		339
Professional fees	526		554
Administrative fees(1)	376		232
Insurance fees	188		153
Accounting fees	173		169
Capital gains incentive fees(1)	—		(7)
Trustees' fees	58		45
Distribution and shareholder servicing fees:
Class S	257		88
Class D	1		1
Total expenses	46,147		23,422
Distribution and shareholder servicing fees waived
Class S	(74)		(62)
Class D	(1)		—
Net expenses	46,072		23,360
Net investment income (loss) before taxes	$	42,783	$	25,403
Deferred federal tax provision(2)	280		311
Current federal tax(2)	87		—
Net investment income (loss) after taxes	$	42,416	$	25,092
Net realized and change in unrealized gain (loss) on investment transactions
Net realized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments	48		—
Non-controlled, affiliated investments	345		—
Foreign currency forward contracts	47		(32)
Net change in unrealized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments	(1,413)		(1,815)
Non-controlled, affiliated investments	1,599		1,599
Interest rate swaps and options	436		—
Foreign currency forward contracts	(45)		67

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	1,017		(181)
Net increase (decrease) in net assets resulting from operations	$	43,433	$	24,911

(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 March 31, 2025		Three Months Ended March 31, 2024
Increase (decrease) in net assets resulting from operations
Net investment income (loss)	$	42,416	$	25,092
Net realized gain (loss)	440		(32)
Net change in unrealized gain (loss)	577		(149)
Net increase (decrease) in net assets resulting from operations	43,433		24,911
Dividends
Class I	(40,652)		(24,228)
Class S	(3,061)		(1,102)
Class D	(50)		(26)
Net increase (decrease) in net assets resulting from dividends	(43,763)		(25,356)
Capital share transactions
Class I
Proceeds from shares sold	137,433		229,767
Share transfers between classes	76		—
Distributions reinvested	9,272		4,060
Repurchased shares, net of early repurchase deduction	(6,464)		(487)
Class S
Proceeds from shares sold	45,531		15,653
Distributions reinvested	1,646		729
Repurchased shares, net of early repurchase deduction	(55)		—
Class D
Proceeds from shares sold	292		630
Share transfers between classes	(76)		—
Distributions reinvested	15		20
Repurchased shares, net of early repurchase deduction	(50)		—
Net increase (decrease) in net assets resulting from capital share transactions	187,620		250,372
Total increase (decreases) in net assets	187,290		249,927
Net assets, at beginning of period	1,541,232		798,851
Net assets, at end of period	$	1,728,522	$	1,048,778

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)

	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	43,433	$	24,911
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	(393)		—
Net realized (gain) loss on foreign currency forward contracts	(47)		—
Net change in unrealized (appreciation) depreciation on investments	(186)		216
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts	45		(67)
Net change in unrealized (appreciation) depreciation on interest rate swaps and options, inclusive of hedging effects	(892)		—
Net accretion on debt instruments	(4,511)		(2,288)
Net paydown gain on debt instruments	(536)		(128)
Interest received in-kind	(967)		(803)
Purchases and drawdowns of investments	(318,737)		(456,894)
Proceeds from sales and paydowns of investments	102,082		28,002
Net settlements on derivative contracts	—		773
Amortization of deferred financing costs	1,783		630
Amortization of deferred offering costs	612		337
Change in operating assets and liabilities:
(Increase) decrease in interest receivable	189		(2,248)
(Increase) decrease in other assets	545		—
(Increase) decrease in prepaid expenses	483		153
Increase (decrease) in interest payable	(14,909)		337
Increase (decrease) in accrued expenses and other liabilities payable to affiliate	(230)		(968)
Increase (decrease) in income incentive fees payable	621		789
Increase (decrease) in management fees payable	344		318
Increase (decrease) in deferred tax liability	280		311
Increase (decrease) in deferred income	(102)		4
Increase (decrease) in capital gains incentive fees payable	—		(7)
Increase (decrease) in due to affiliate	—		2,298
Net cash used in operating activities	(191,093)		(404,324)
Cash flows from financing activities
Dividends paid	(32,468)		(28,975)
Payments for repurchase of common shares	(6,564)		(487)
Proceeds from issuance of common shares	183,251		246,050
Borrowings on debt	363,700		473,200
Payments on debt	(398,000)		(284,900)
Payments for deferred financing costs	(502)		(1,605)
Payments for deferred offering costs	(550)		(549)
Net cash provided by financing activities	108,867		402,734

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

7

	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Net change in cash	(82,226)		(1,590)
Cash and restricted cash
Cash and restricted cash, beginning of period	161,064		62,706
Cash and restricted cash, end of period	$	78,838	$	61,116
Supplemental and non-cash information
Distributions reinvested	$	10,933	$	4,809
Cash paid during the period for interest	$	45,535	$	13,718
Dividends payable	$	14,964	$	9,486
The following table provides a reconciliation of cash and restricted cash reported within the consolidated statements of assets and liabilities:
Cash	$	27,703	$	30,189
Restricted cash	51,135		30,927
Total cash and restricted cash	$	78,838	$	61,116

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 March 31, 2025

(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 +	5.00%	9.24%	7/29/2024	7/29/2030	$	3,028	$	(27)	$	(21)	0.00	%
AlphaCoin LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.24%	7/29/2024	7/29/2030	4,509		(80)		(73)		0.00	%
AlphaCoin LLC	First lien senior secured term loan	S +	5.00%	9.24%	7/29/2024	7/29/2030	19,479		19,122		19,167		1.11	%
Mattco Forge, Inc (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	12/19/2024	12/19/2030	3,691		(53)		(46)		0.00	%
Mattco Forge, Inc	First lien senior secured term loan	S +	5.00%	9.30%	12/19/2024	12/19/2030	38,144		37,596		37,667		2.18	%
									56,558		56,694		3.29	%
Air freight and logistics
Load One Purchaser Corporation	First lien senior secured revolving loan	S +	6.25%	11.97%	6/21/2022	6/21/2028	$	3,557	$	840	$	840	0.05	%
Load One Purchaser Corporation	First lien senior secured term loan	S +	6.25%	10.81%	6/21/2022	6/21/2028	995		977		981		0.06	%
Load One Purchaser Corporation	First lien senior secured term loan	S +	6.25%	10.92%	10/23/2024	6/21/2028	13,961		13,748		13,768		0.79	%
Zipline Logistics, LLC	First lien senior secured revolving loan	S +	4.00% + 2.00% PIK	10.44%	9/19/2022	9/19/2027	1,701		1,103		1,065		0.06	%
Zipline Logistics, LLC	First lien senior secured term loan	S +	6.00% + 2.00% PIK	10.44%	9/19/2022	9/19/2027	6,860		6,760		6,609		0.38	%
									23,428		23,263		1.34	%
Auto components
A.P.A. Industries, LLC (6)(9)	First lien senior secured revolving loan	S +	6.00%	10.44%	1/10/2023	1/10/2028	$	1,523	$	(21)	$	(20)	0.00	%
A.P.A. Industries, LLC	First lien senior secured term loan	S +	6.00%	10.44%	1/10/2023	1/10/2028	8,529		8,399		8,407		0.49	%
AirPro Diagnostics, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.56%	2/21/2025	2/21/2030	3,164		(47)		(47)		0.00	%
AirPro Diagnostics, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.56%	2/21/2025	2/21/2030	1,822		(27)		(27)		0.00	%
AirPro Diagnostics, LLC	First lien senior secured term loan	S +	5.25%	9.56%	2/21/2025	2/21/2030	8,541		8,416		8,416		0.49	%
AvCarb, LLC	First lien senior secured delayed draw term loan	S +	2.00% + 5.00%PIK	11.56%	7/28/2023	11/12/2026	246		243		238		0.01	%
AvCarb, LLC	First lien senior secured revolving loan	S +	7.00%	11.70%	7/28/2023	11/12/2026	38		9		8		0.00	%
AvCarb, LLC	First lien senior secured term loan	S +	2.00% + 5.00% PIK	11.56%	7/28/2023	11/12/2026	524		520		509		0.03	%
Bestop, Inc (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	3/29/2024	3/29/2029	6,774		(108)		(102)		(0.01)	%
Bestop, Inc	First lien senior secured revolving loan	S +	5.50%	9.80%	3/29/2024	3/29/2029	7,081		1,303		1,310		0.08	%
Bestop, Inc	First lien senior secured term loan	S +	5.50%	9.80%	3/29/2024	3/29/2029	43,915		43,172		43,256		2.49	%
BSC ASI Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	12/31/2024	12/31/2027	3,661		(34)		(34)		0.00	%
BSC ASI Buyer, LLC	First lien senior secured term loan	S +	5.00%	9.30%	12/31/2024	12/31/2027	29,751		29,485		29,485		1.71	%
Certified Collision Group Acquisition Corp (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	7/28/2023	5/17/2027	19		—		—		0.00	%
Certified Collision Group Acquisition Corp	First lien senior secured term loan	S +	5.00%	9.30%	7/28/2023	5/17/2027	1,100		1,092		1,091		0.06	%

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 March 31, 2025

(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
Raneys, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	2/17/2023	6/7/2027	4,823		4,758		4,775		0.28	%
Raneys, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.05%	6/7/2022	6/7/2027	1,964		(24)		(19)		0.00	%
Raneys, LLC	First lien senior secured term loan	S +	5.75%	10.05%	6/7/2022	6/7/2027	13,419		13,248		13,286		0.77	%
									110,384		110,532		6.40	%
Building products
US Anchors Group Inc (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	7/15/2024	7/15/2029	$	3,275	$	(56)	$	(52)	0.00	%
US Anchors Group Inc	First lien senior secured term loan	S +	5.00%	9.30%	7/15/2024	7/15/2029	17,529		17,219		17,252		1.00	%
									17,163		17,200		1.00	%
Chemicals
AM Buyer, LLC (6)	First lien senior secured revolving loan	S +	6.75%	11.30%	3/6/2025	5/1/2027	$	851	$	(6)	$	(6)	0.00	%
AM Buyer, LLC	First lien senior secured term loan	S +	5.50%	9.80%	3/6/2025	5/1/2027	4,324		4,292		4,291		0.25	%
Answer Acquisition, LLC	First lien senior secured revolving loan	S +	6.00%	10.45%	7/28/2023	12/30/2026	759		94		96		0.01	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.45%	1/16/2024	12/30/2026	849		841		843		0.05	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.45%	6/7/2024	12/30/2026	9,898		9,755		9,829		0.57	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.45%	7/28/2023	12/30/2026	1,660		1,652		1,649		0.10	%
Custom Agronomics Holdings, LLC	First lien senior secured revolving loan	S +	6.50%	11.06%	8/30/2022	8/30/2027	2,357		1,939		1,937		0.11	%
Custom Agronomics Holdings, LLC	First lien senior secured term loan	S +	6.50%	11.06%	8/30/2022	8/30/2027	4,072		4,023		4,024		0.23	%
Custom Agronomics Holdings, LLC	First lien senior secured term loan	S +	6.50%	11.06%	3/25/2024	8/30/2027	2,511		2,483		2,482		0.14	%
Polycorp Ltd (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.32%	1/24/2024	1/24/2030	14,860		(156)		(219)		(0.01)	%
Polycorp Ltd (6)	First lien senior secured revolving loan	S +	5.00%	9.32%	1/24/2024	1/24/2030	3,723		(69)		(55)		0.00	%
Polycorp Ltd	First lien senior secured term loan	S +	5.00%	9.32%	1/24/2024	1/24/2030	18,009		17,713		17,744		1.03	%
Polycorp Ltd	First lien senior secured term loan	S +	5.00%	9.32%	2/28/2025	1/24/2030	5,378		5,297		5,299		0.31	%
Teel Plastics, LLC	First lien senior secured revolving loan	S +	5.00%	10.71%	7/28/2023	4/30/2025	324		178		178		0.01	%
Teel Plastics, LLC	First lien senior secured term loan	S +	5.00%	9.44%	7/28/2023	4/30/2025	1,751		1,751		1,751		0.10	%
									49,787		49,843		2.90	%
Commercial services and supplies
Alliance Environmental Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.56%	7/28/2023	12/30/2027	$	57	$	56	$	37	0.00	%
Alliance Environmental Group, LLC	First lien senior secured revolving loan	S +	6.00%	10.56%	7/28/2023	12/30/2027	38		37		25		—	%
Alliance Environmental Group, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	12/30/2027	2,255		2,217		1,473		0.09	%
CARDS Acquisition, Inc	First lien senior secured delayed draw term loan	S +	5.50%	9.82%	8/12/2024	8/12/2029	23,837		2,703		2,795		0.16	%
CARDS Acquisition, Inc	First lien senior secured revolving loan	S +	5.50%	10.21%	8/12/2024	8/12/2029	8,843		6,571		6,605		0.38	%
CARDS Acquisition, Inc	First lien senior secured term loan	S +	5.50%	9.82%	8/12/2024	8/12/2029	41,111		40,278		40,455		2.34	%
Edko Acquisition, LLC (10)	First lien senior secured revolving loan	S +	6.00%	10.56%	7/28/2023	6/25/2026	38		11		11		0.00	%
Edko Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	6/25/2026	1,111		1,106		1,104		0.06	%
Franchise Fastlane, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.94%	7/28/2023	5/2/2027	15		—		—		0.00	%
Franchise Fastlane, LLC	First lien senior secured term loan	S +	5.50%	9.94%	7/28/2023	5/2/2027	1,121		1,114		1,112		0.06	%
Gold Medal Holdings, Inc (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	6/14/2024	3/17/2027	2,831		(20)		(17)		0.00	%
Gold Medal Holdings, Inc (11)	First lien senior secured revolving loan	S +	5.75%	10.05%	7/28/2023	3/17/2027	1,444		322		324		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 March 31, 2025

(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
Gold Medal Holdings, Inc	First lien senior secured term loan	S +	5.75%	10.05%	7/28/2023	3/17/2027	12,056		11,966		11,982		0.69	%
Green Monster Acquisition, LLC	First lien senior secured revolving loan	S +	6.00%	10.57%	7/28/2023	12/28/2026	38		37		37		0.00	%
Green Monster Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.57%	7/28/2023	12/28/2026	1,143		1,137		1,135		0.07	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.94%	7/28/2023	3/31/2028	707		697		702		0.04	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.94%	10/6/2023	3/31/2028	351		345		349		0.02	%
HLSG Intermediate, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.94%	3/14/2025	3/31/2029	2,111		(31)		(31)		0.00	%
HLSG Intermediate, LLC	First lien senior secured revolving loan	S +	5.50%	9.94%	7/28/2023	3/31/2028	1,051		187		195		0.01	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	5.50%	9.94%	7/28/2023	3/31/2028	2,135		2,113		2,120		0.12	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	5.50%	9.94%	10/6/2023	3/31/2028	637		626		633		0.04	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	5.50%	9.94%	3/14/2025	3/31/2029	630		621		626		0.04	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	5.50%	9.94%	3/14/2025	3/31/2028	656		646		646		0.04	%
Industrial Air Flow Dynamics, Inc	First lien senior secured revolving loan	S +	6.25%	10.69%	8/5/2022	8/5/2028	2,537		2,509		2,513		0.15	%
Industrial Air Flow Dynamics, Inc	First lien senior secured term loan	S +	6.25%	10.69%	8/5/2022	8/5/2028	18,414		18,202		18,238		1.06	%
Nimlok Company, LLC (6)(12)	First lien senior secured revolving loan	S +	5.50%	10.06%	7/28/2023	11/27/2025	320		(1)		(1)		0.00	%
Nimlok Company, LLC	First lien senior secured term loan	S +	5.50%	10.06%	7/28/2023	11/27/2025	2,606		2,602		2,599		0.15	%
Nimlok Company, LLC	First lien senior secured term loan	S +	5.50%	10.05%	5/1/2024	11/27/2025	3,096		3,087		3,087		0.18	%
Polaris Labs Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.32%	9/17/2024	9/17/2029	2,123		(38)		(35)		0.00	%
Polaris Labs Acquisition, LLC	First lien senior secured term loan	S +	5.00%	9.32%	9/17/2024	9/17/2029	6,426		6,310		6,321		0.37	%
PRA Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	10.95%	7/28/2023	5/12/2028	56		(1)		(1)		0.00	%
PRA Acquisition, LLC	First lien senior secured term loan	S +	6.50%	10.95%	7/28/2023	5/12/2028	599		589		588		0.03	%
Quality Liaison Services of North America, Inc (6)	First lien senior secured revolving loan	S +	6.00%	10.44%	5/2/2023	5/2/2028	1,629		(25)		(24)		0.00	%
Quality Liaison Services of North America, Inc	First lien senior secured term loan	S +	6.00%	10.44%	5/2/2023	5/2/2028	12,532		12,337		12,349		0.71	%
Rapid Fire Safety and Security, LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.30%	1/2/2025	1/2/2030	5,469		1,017		1,017		0.06	%
Rapid Fire Safety and Security, LLC	First lien senior secured revolving loan	S +	5.00%	10.79%	1/2/2025	1/2/2030	1,885		666		666		0.04	%
Rapid Fire Safety and Security, LLC	First lien senior secured term loan	S +	5.00%	9.30%	1/2/2025	1/2/2030	3,981		3,915		3,915		0.23	%
									123,908		123,550		7.16	%
Construction and engineering
AKS Engineering and Forestry, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	1/7/2025	1/7/2031	$	2,890	$	(42)	$	(42)	0.00	%
AKS Engineering and Forestry, LLC	First lien senior secured term loan	S +	5.00%	9.30%	1/7/2025	1/7/2031	19,977		19,692		19,692		1.14	%
BCI Burke Holding Corp	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	7/28/2023	12/14/2027	1,568		1,551		1,557		0.09	%
BCI Burke Holding Corp (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	10/10/2024	12/14/2027	6,588		(56)		(47)		0.00	%
BCI Burke Holding Corp (6)	First lien senior secured revolving loan	S +	5.75%	10.05%	7/28/2023	12/14/2027	2,447		(23)		(17)		0.00	%
BCI Burke Holding Corp	First lien senior secured term loan	S +	5.75%	10.05%	7/28/2023	12/14/2027	6,461		6,395		6,415		0.37	%
BCI Burke Holding Corp	First lien senior secured term loan	S +	5.75%	10.05%	10/10/2024	12/14/2027	11,911		11,810		11,827		0.68	%
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.54%	1/31/2025	1/31/2030	2,491		(48)		(48)		0.00	%
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.54%	1/31/2025	1/31/2030	1,218		(24)		(24)		0.00	%

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 March 31, 2025

(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
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC	First lien senior secured term loan	S +	5.25%		9.54%	1/31/2025	1/31/2030	6,975		6,842		6,842		0.40	%
Highland Acquisition, Inc	First lien senior secured revolving loan	S +	5.25%		9.54%	7/28/2023	3/9/2027	2,213		417		415		0.02	%
Highland Acquisition, Inc	First lien senior secured term loan	S +	5.25%		9.54%	7/28/2023	3/9/2027	10,823		10,691		10,689		0.62	%
Ironhorse Purchaser, LLC	First lien senior secured delayed draw term loan	S +	5.25%		9.57%	9/30/2022	9/30/2027	9,201		9,110		9,116		0.53	%
Ironhorse Purchaser, LLC (13)	First lien senior secured revolving loan	S +	5.25%		9.57%	9/30/2022	9/30/2027	5,813		802		818		0.05	%
Ironhorse Purchaser, LLC	First lien senior secured term loan	S +	5.25%		9.57%	9/30/2022	9/30/2027	29,916		29,579		29,617		1.71	%
Redwood Buyer, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%		9.30%	1/3/2025	1/3/2030	7,615		(145)		(145)		(0.01)	%
Redwood Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.00%		9.30%	1/3/2025	1/3/2030	1,884		(36)		(36)		0.00	%
Redwood Buyer, LLC	First lien senior secured term loan	S +	5.00%		9.30%	1/3/2025	1/3/2030	9,112		8,940		8,936		0.52	%
Rose Paving, LLC	First lien senior secured delayed draw term loan	S +	5.00%		9.32%	11/27/2024	11/7/2029	3,738		2,228		2,239		0.13	%
Rose Paving, LLC	First lien senior secured revolving loan	S +	5.00%		9.32%	11/7/2022	11/7/2029	8,626		2,463		2,497		0.14	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.00%		9.31%	11/7/2022	11/7/2029	17,207		16,897		16,995		0.98	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.00%		9.31%	11/27/2024	11/7/2029	13,123		12,943		12,961		0.75	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.00%		9.31%	5/1/2024	11/7/2029	1,781		1,743		1,759		0.10	%
										141,729		142,016		8.22	%
Containers and packaging
Bulk Lift International, LLC	First lien senior secured delayed draw term loan	S +	6.25%		10.81%	7/28/2023	11/15/2027	$	126	$	124	$	123	0.01	%
Bulk Lift International, LLC	First lien senior secured revolving loan	S +	6.25%		10.81%	11/15/2022	11/15/2027	1,801		613		612		0.04	%
Bulk Lift International, LLC	First lien senior secured term loan	S +	6.25%		10.81%	11/15/2022	11/15/2027	8,104		7,954		7,963		0.46	%
Innovative FlexPak, LLC (8)	First lien senior secured revolving loan	S +	7.00%		11.44%	7/28/2023	1/23/2026	627		363		160		0.01	%
Innovative FlexPak, LLC (8)	First lien senior secured term loan	S +	7.00%		11.44%	7/28/2023	1/23/2026	2,616		2,274		1,427		0.08	%
Innovative FlexPak, LLC (8)	First lien senior secured term loan	20.00% PIK			20.00%	7/28/2023	1/23/2026	772		567		421		0.02	%
Johns Byrne LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%		10.55%	8/31/2023	8/31/2029	2,578		(47)		(45)		0.00	%
Johns Byrne LLC (6)	First lien senior secured revolving loan	S +	6.25%		10.55%	8/31/2023	8/31/2029	1,460		(27)		(25)		0.00	%
Johns Byrne LLC	First lien senior secured term loan	S +	6.25%		10.55%	8/31/2023	8/31/2029	9,523		9,339		9,347		0.54	%
K-1 Packaging Group LLC (6)	First lien senior secured revolving loan	S +	6.25%		10.81%	10/6/2022	10/6/2027	6,748		(85)		(80)		0.00	%
K-1 Packaging Group LLC	First lien senior secured term loan	S +	6.25%		10.81%	10/6/2022	10/6/2027	31,006		30,559		30,609		1.77	%
MRC Keeler Acquisition LLC	First lien senior secured delayed draw term loan	S +	6.00% + 0.50% PIK		11.45%	7/28/2023	12/4/2025	4		4		4		0.00	%
MRC Keeler Acquisition LLC (6)	First lien senior secured revolving loan	S +	6.50	%	10.95%	7/28/2023	12/4/2025	150		(1)		(3)		0.00	%
MRC Keeler Acquisition LLC	First lien senior secured term loan	S +	6.00% + 0.50% PIK		11.45%	7/28/2023	12/4/2025	908		905		888		0.05	%
Sixarp, LLC	First lien senior secured revolving loan	S +	5.50%		10.06%	8/5/2022	8/5/2027	3,732		2,391		2,394		0.14	%
Sixarp, LLC	First lien senior secured term loan	S +	5.50%		10.06%	8/5/2022	8/5/2027	19,378		19,162		19,182		1.11	%
Vanguard Packaging, LLC	First lien senior secured revolving loan	S +	5.25%		9.69%	3/29/2024	8/9/2026	4,408		2,773		2,778		0.16	%
Vanguard Packaging, LLC	First lien senior secured term loan	S +	5.25%		9.69%	3/29/2024	8/9/2026	10,161		10,118		10,110		0.58	%

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 March 31, 2025

(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
									86,986		85,865		4.97	%
Distributors
RTP Acquisition, LLC	First lien senior secured revolving loan	S +	4.50% + 2.25% PIK	11.19%	7/28/2023	8/17/2027	$	38	$	23	$	22	0.00	%
RTP Acquisition, LLC	First lien senior secured term loan	S +	4.50% + 2.25% PIK	11.30%	7/28/2023	8/17/2027	2,724		2,687		2,657		0.15	%
									2,710		2,679		0.15	%
Diversified consumer services
50Floor, LLC	First lien senior secured revolving loan	S +	3.00% + 3.00% PIK	10.45%	7/28/2023	3/31/2028	$	208	$	99	$	69	0.00	%
50Floor, LLC	First lien senior secured term loan	S +	3.00% + 3.00% PIK	10.45%	7/28/2023	3/31/2028	1,075		1,053		911		0.05	%
ACES Intermediate, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.69%	7/27/2022	7/27/2027	7,114		(93)		(53)		0.00	%
ACES Intermediate, Inc	First lien senior secured term loan	S +	5.25%	9.69%	7/27/2022	7/27/2027	39,421		38,928		39,125		2.26	%
CL Services Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.21%	4/25/2023	4/25/2028	7,191		7,067		7,072		0.41	%
CL Services Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.19%	5/7/2024	4/25/2028	8,474		(131)		(140)		(0.01)	%
CL Services Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	10.20%	4/25/2023	4/25/2028	1,629		493		494		0.03	%
CL Services Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.19%	4/25/2023	4/25/2028	10,093		9,898		9,926		0.57	%
Esquire Deposition Solutions, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.55%	9/20/2023	12/30/2028	6,724		6,626		6,650		0.38	%
Esquire Deposition Solutions, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.55%	12/30/2022	12/30/2028	6,949		6,835		6,872		0.40	%
Esquire Deposition Solutions, LLC	First lien senior secured revolving loan	S +	5.25%	9.55%	12/30/2022	12/30/2028	7,666		1,112		1,142		0.07	%
Esquire Deposition Solutions, LLC	First lien senior secured term loan	S +	5.25%	9.55%	12/30/2022	12/30/2028	48,113		47,332		47,583		2.75	%
Harley Exteriors Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.79%	8/2/2024	8/1/2029	3,929		(68)		(63)		—	%
Harley Exteriors Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.79%	8/2/2024	8/2/2029	1,322		(23)		(21)		—	%
Harley Exteriors Acquisition, LLC	First lien senior secured term loan	S +	5.50%	9.79%	8/2/2024	8/2/2029	8,503		8,355		8,368		0.48	%
Home Brands Group Holdings, Inc (6)	First lien senior secured revolving loan	S +	4.75%	9.17%	7/28/2023	11/8/2026	48		—		—		0.00	%
Home Brands Group Holdings, Inc	First lien senior secured term loan	S +	4.75%	9.17%	7/28/2023	11/8/2026	1,534		1,527		1,525		0.09	%
HTI Intermediate, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.57%	3/1/2024	3/1/2030	2,354		(19)		(15)		0.00	%
HTI Intermediate, LLC	First lien senior secured revolving loan	S +	5.25%	11.02%	3/1/2024	3/1/2030	1,573		446		448		0.03	%
HTI Intermediate, LLC	First lien senior secured term loan	S +	5.25%	9.57%	3/1/2024	3/1/2030	5,047		4,959		4,970		0.29	%
ISSA, LLC	First lien senior secured revolving loan	S +	6.25%	10.55%	7/28/2023	3/1/2028	131		38		38		0.00	%
ISSA, LLC	First lien senior secured term loan	S +	6.25%	10.55%	7/28/2023	3/1/2028	1,834		1,814		1,811		0.10	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.81%	11/13/2023	12/29/2026	5,858		5,791		5,820		0.34	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.81%	7/28/2023	12/29/2026	86		86		85		0.00	%

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 March 31, 2025

(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
Juniper Landscaping Holdings LLC (14)	First lien senior secured revolving loan	S +	6.25%		10.77%	7/28/2023	12/29/2026	820		346		350		0.02	%
Juniper Landscaping Holdings LLC	First lien senior secured term loan	S +	6.25%		10.81%	7/28/2023	12/29/2026	2,994		2,967		2,972		0.17	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured delayed draw term loan	S +	5.25%		9.55%	10/24/2023	10/24/2028	4,555		4,447		4,510		0.26	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured delayed draw term loan	S +	5.25%		9.55%	11/22/2024	10/24/2028	13,954		4,393		4,416		0.26	%
Lawn Care Holdings Purchaser, Inc (6)	First lien senior secured revolving loan	S +	5.25%		9.55%	10/24/2023	10/24/2028	2,698		(41)		(26)		0.00	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured term loan	S +	5.25	%	9.55%	10/24/2023	10/24/2028	7,174		7,049		7,104		0.41	%
PPW Acquisition, LLC	First lien senior secured revolving loan	S +	6.75%		11.43%	7/28/2023	9/30/2027	38		28		27		0.00	%
PPW Acquisition, LLC	First lien senior secured term loan	S +	4.30% + 2.50% PIK		11.31%	7/28/2023	9/30/2027	615		604		574		0.03	%
Premier Early Childhood Education Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.56%	11/22/2023	11/22/2028	10,891		10,679		10,755		0.62	%
Premier Early Childhood Education Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.55%	9/25/2024	11/22/2028	9,041		8,891		8,928		0.52	%
Premier Early Childhood Education Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.44%	3/27/2025	11/22/2028	8,418		(42)		42		0.00	%
Premier Early Childhood Education Partners LLC	First lien senior secured revolving loan	S +	6.00%		10.56%	11/22/2023	11/22/2028	1,380		1,077		1,087		0.06	%
Premier Early Childhood Education Partners LLC	First lien senior secured term loan	S +	6.00%		10.56%	11/22/2023	11/22/2028	8,209		8,042		8,106		0.47	%
TSR Concrete Coatings, LLC	First lien senior secured revolving loan	S +	6.00%		10.45%	9/22/2023	9/22/2028	1,534		663		668		0.04	%
TSR Concrete Coatings, LLC	First lien senior secured term loan	S +	6.00%		10.45%	9/22/2023	9/22/2028	7,091		6,962		6,989		0.40	%
United Land Services Opco Parent, LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.44%	7/28/2023	3/23/2026	1,603		1,375		1,373		0.08	%
United Land Services Opco Parent, LLC (15)	First lien senior secured revolving loan	S +	6.00%		10.44%	7/28/2023	3/23/2026	150		29		29		—	%
United Land Services Opco Parent, LLC	First lien senior secured term loan	S +	6.00%		10.44%	7/28/2023	3/23/2026	351		349		349		0.02	%
Yard-Nique, Inc	First lien senior secured delayed draw term loan	S +	6.00%		10.45%	8/8/2022	4/30/2026	2,562		2,547		2,548		0.15	%
Yard-Nique, Inc	First lien senior secured revolving loan	S +	6.00%		10.45%	8/8/2022	4/30/2026	1,947		703		710		0.04	%
Yard-Nique, Inc	First lien senior secured term loan	S +	6.00%		10.45%	8/8/2022	4/30/2026	6,982		6,937		6,940		0.40	%
										210,130		211,068		12.19	%
Diversified telecommunication services
ISPN Intermediate, LLC	First lien senior secured revolving loan	S +	5.25%		9.57%	12/6/2024	12/6/2030	$	861	$	131	$	133	0.01	%
ISPN Intermediate, LLC	First lien senior secured term loan	S +	5.25%		9.55%	12/6/2024	12/6/2030	6,938		6,840		6,852		0.40	%
										6,971		6,985		0.41	%
Electrical equipment
AEP Passion Intermediate Holdings, Inc	First lien senior secured delayed draw term loan	S +	4.60% + 1.90% PIK		10.95%	7/28/2023	10/5/2027	$	71	$	70	$	69	0.00	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured revolving loan	S +	6.50%		10.94%	7/28/2023	10/5/2027	48		33		33		—	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured revolving loan	S +	4.60% + 1.90% PIK		10.95%	7/28/2023	10/5/2027	—		—		—		—	%

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 March 31, 2025

(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
AEP Passion Intermediate Holdings, Inc	First lien senior secured term loan	S +	4.60% + 1.90% PIK	10.95%	7/28/2023	10/5/2027	1,264		1,245		1,241		0.07	%
BPCP NSA Intermedco, Inc	First lien senior secured delayed draw term loan	S +	4.75%	9.05%	5/17/2024	5/17/2030	12,263		4,584		4,622		0.27	%
BPCP NSA Intermedco, Inc (6)	First lien senior secured revolving loan	S +	4.75%	9.05%	5/17/2024	5/17/2030	5,930		(77)		(66)		0.00	%
BPCP NSA Intermedco, Inc	First lien senior secured term loan	S +	4.75%	9.05%	5/17/2024	5/17/2030	34,925		34,467		34,532		2.00	%
SENS Intermediate Holdings LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.29%	3/10/2025	3/10/2031	3,468		(26)		(26)		0.00	%
SENS Intermediate Holdings LLC	First lien senior secured revolving loan	S +	5.00%	9.29%	3/10/2025	3/10/2031	2,664		227		227		0.01	%
SENS Intermediate Holdings LLC	First lien senior secured term loan	S +	5.00%	9.29%	3/10/2025	3/10/2031	9,826		9,680		9,679		0.55	%
WCI Volt Purchaser, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.69%	9/15/2022	9/15/2028	2,249		(26)		(24)		0.00	%
WCI Volt Purchaser, LLC	First lien senior secured term loan	S +	5.25%	9.69%	9/15/2022	9/15/2028	8,601		8,491		8,502		0.49	%
									58,668		58,789		3.39	%
Electronic equipment, instruments and components
Advanced Lighting Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	10.07%	2/27/2025	11/22/2027	$	1,215	$	231	$	231	0.01	%
Advanced Lighting Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.07%	2/27/2025	11/22/2027	7,843		7,766		7,766		0.45	%
Nelson Name Plate Company	First lien senior secured delayed draw term loan	S +	5.50%	10.06%	7/28/2023	10/18/2026	116		116		116		0.01	%
Nelson Name Plate Company (6)	First lien senior secured revolving loan	S +	5.50%	10.06%	7/28/2023	10/18/2026	90		(1)		(1)		0.00	%
Nelson Name Plate Company	First lien senior secured term loan	S +	5.50%	10.06%	7/28/2023	10/18/2026	881		877		874		0.05	%
									8,989		8,986		0.52	%
Food and staples retailing
Ever Fresh Fruit Company, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.67%	6/5/2024	11/17/2028	$	2,513	$	1,320	$	1,323	0.08	%
Ever Fresh Fruit Company, LLC	First lien senior secured revolving loan	S +	6.25%	10.67%	11/17/2023	11/17/2028	1,380		111		117		0.01	%
Ever Fresh Fruit Company, LLC	First lien senior secured term loan	S +	6.25%	10.67%	11/17/2023	11/17/2028	7,270		7,124		7,161		0.41	%
Mad Rose Company, LLC (16)	First lien senior secured revolving loan	S +	6.25%	11.56%	7/28/2023	5/7/2026	395		126		126		0.01	%
Mad Rose Company, LLC	First lien senior secured term loan	S +	6.25%	10.82%	7/28/2023	5/7/2026	2,891		2,873		2,875		0.17	%
Main Street Gourmet, LLC	First lien senior secured delayed draw term loan	S +	4.75%	9.05%	7/28/2023	11/10/2025	41		40		40		0.00	%
Main Street Gourmet, LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.05%	7/28/2023	11/10/2025	38		—		—		0.00	%
Main Street Gourmet, LLC	First lien senior secured term loan	S +	4.75%	9.05%	7/28/2023	11/10/2025	1,090		1,084		1,081		0.06	%
Main Street Gourmet, LLC	First lien senior secured term loan	S +	4.75%	9.05%	1/10/2025	11/10/2026	7,078		7,019		7,022		0.41	%
NutriScience Innovations, LLC (6)(17)	First lien senior secured revolving loan	S +	6.00%	10.30%	7/28/2023	12/31/2026	131		(1)		(1)		0.00	%
NutriScience Innovations, LLC	First lien senior secured term loan	S +	6.00%	10.30%	7/28/2023	12/31/2026	2,218		2,203		2,204		0.13	%
Premier Produce One, LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%	9.06%	3/21/2025	3/21/2030	4,272		(32)		(32)		0.00	%
Premier Produce One, LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.06%	3/21/2025	3/21/2030	2,480		(37)		(37)		0.00	%
Premier Produce One, LLC	First lien senior secured term loan	S +	4.75%	9.06%	3/21/2025	3/21/2030	5,696		5,611		5,611		0.32	%
Qin's Buffalo, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.07%	7/28/2023	5/5/2027	74		74		74		0.00	%
Qin's Buffalo, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.07%	5/24/2024	5/5/2027	7,924		3,362		3,369		0.19	%

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 March 31, 2025

(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
Qin's Buffalo, LLC	First lien senior secured revolving loan	S +	5.75%	10.06%	7/28/2023	5/5/2027	38		14		15		0.00	%
Qin's Buffalo, LLC	First lien senior secured term loan	S +	5.75%	10.07%	7/28/2023	5/5/2027	524		519		519		0.03	%
SCP Beverage Buyer, LLC	First lien senior secured revolving loan	S +	5.75%	10.28%	7/28/2023	11/24/2026	38		37		37		0.00	%
SCP Beverage Buyer, LLC	First lien senior secured term loan	S +	5.75%	10.30%	7/28/2023	11/24/2026	7,094		7,040		7,024		0.41	%
Universal Pure, LLC	First lien senior secured delayed draw term loan	S +	4.50% + 1.75% PIK	10.75%	10/31/2022	10/31/2028	364		358		358		0.02	%
Universal Pure, LLC (18)	First lien senior secured revolving loan	S +	4.50% + 1.75% PIK	10.75%	10/31/2022	10/31/2028	7,171		4,715		4,721		0.27	%
Universal Pure, LLC	First lien senior secured term loan	S +	4.50% + 1.75% PIK	10.75%	10/31/2022	10/31/2028	17,540		17,183		17,197		0.99	%
									60,743		60,804		3.51	%
Food products
BPCP WLF Intermedco LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.45%	8/19/2022	8/19/2028	$	5,846	$	(73)	$	(44)	0.00	%
BPCP WLF Intermedco LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.45%	12/20/2024	8/19/2028	7,615		(71)		(57)		0.00	%
BPCP WLF Intermedco LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.45%	8/19/2022	8/19/2028	3,383		(42)		(25)		0.00	%
BPCP WLF Intermedco LLC	First lien senior secured term loan	S +	6.00%	10.45%	8/19/2022	8/19/2028	24,318		24,002		24,136		1.40	%
Icelandirect, LLC	First lien senior secured revolving loan	S +	6.00%	11.02%	7/28/2023	7/30/2026	38		32		32		—	%
Icelandirect, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	7/30/2026	698		695		694		0.04	%
Starwest Botanicals Acquisition, LLC	First lien senior secured revolving loan	S +	5.25%	9.69%	7/28/2023	4/30/2028	174		103		77		—	%
Starwest Botanicals Acquisition, LLC	First lien senior secured term loan	S +	5.25%	9.69%	7/28/2023	4/30/2028	789		765		648		0.04	%
Sun Orchard, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	8/2/2024	7/8/2028	6,099		511		529		0.03	%
Sun Orchard, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.79%	7/8/2022	7/8/2028	5,336		(74)		(70)		0.00	%
Sun Orchard, LLC	First lien senior secured term loan	S +	5.50%	9.79%	7/8/2022	7/8/2028	26,320		25,915		25,976		1.50	%
Treat Planet Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.05%	1/11/2023	1/11/2028	2,422		(45)		(24)		0.00	%
Treat Planet Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.05%	1/11/2023	1/11/2028	7,137		6,979		7,065		0.41	%
Treat Planet Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.05%	3/7/2025	1/11/2028	5,541		5,486		5,485		0.32	%
Westminster Cracker Company, Inc	First lien senior secured revolving loan	S +	6.25%	10.67%	8/30/2023	8/30/2026	1,534		141		141		0.01	%
Westminster Cracker Company, Inc	First lien senior secured term loan	S +	6.25%	10.67%	8/30/2023	8/30/2026	9,595		9,507		9,514		0.55	%
									73,831		74,077		4.30	%
Gas utilities
Hydromax USA, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.46%	7/28/2023	12/30/2026	$	109	$	107	$	108	0.01	%
Hydromax USA, LLC	First lien senior secured revolving loan	S +	6.00%	10.62%	7/28/2023	12/30/2026	228		41		43		0.00	%
Hydromax USA, LLC	First lien senior secured term loan	S +	6.00%	10.46%	7/28/2023	12/30/2026	1,188		1,164		1,175		0.07	%
									1,312		1,326		0.08	%
Health care equipment and supplies
626 Holdings Equity LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.55%	7/28/2023	2/14/2028	$	222	$	219	$	219	0.01	%
626 Holdings Equity LLC	First lien senior secured revolving loan	S +	6.00%	10.73%	7/28/2023	2/14/2028	75		71		71		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 March 31, 2025

(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
626 Holdings Equity LLC	First lien senior secured term loan	S +	6.00%	10.55%	7/28/2023	2/14/2028	864		855		853		0.05	%
Alcresta Buyer, Inc (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.81%	3/12/2024	3/12/2030	14,036		(231)		(211)		(0.01)	%
Alcresta Buyer, Inc (6)	First lien senior secured revolving loan	S +	5.50%	9.81%	3/12/2024	3/12/2030	2,761		(46)		(42)		—	%
Alcresta Buyer, Inc	First lien senior secured term loan	S +	5.50%	9.81%	3/12/2024	3/12/2030	12,865		12,651		12,677		0.73	%
Emsar Acquisition LLC	First lien senior secured delayed draw term loan	S +	4.50% + 2.00% PIK	11.06%	7/28/2023	9/30/2027	212		209		208		—	%
Emsar Acquisition LLC	First lien senior secured revolving loan	S +	6.50%	11.06%	7/28/2023	9/30/2027	134		132		131		0.01	%
Emsar Acquisition LLC	First lien senior secured term loan	S +	4.50% + 2.00% PIK	11.06%	7/28/2023	9/30/2027	1,029		1,012		1,009		0.06	%
Medical Technology Associates, LLC	First lien senior secured revolving loan	S +	5.50%	9.80%	7/25/2022	7/25/2028	1,966		833		848		0.05	%
Medical Technology Associates, LLC	First lien senior secured term loan	S +	5.50%	9.80%	7/25/2022	7/25/2028	22,648		22,276		22,449		1.30	%
Nasco Healthcare Inc.	First lien senior secured revolving loan	S +	5.75%	10.05%	12/13/2024	6/30/2028	2,937		1,735		1,741		0.10	%
Nasco Healthcare Inc.	First lien senior secured term loan	S +	5.75%	10.05%	12/13/2024	6/30/2028	11,763		11,660		11,678		0.68	%
NWI Merger Sub, Inc (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.56%	12/4/2024	12/4/2029	6,438		(120)		(111)		(0.01)	%
NWI Merger Sub, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.56%	12/4/2024	12/4/2029	2,495		(47)		(43)		0.00	%
NWI Merger Sub, Inc	First lien senior secured term loan	S +	5.25%	9.56%	12/4/2024	12/4/2029	16,911		16,595		16,619		0.96	%
Reliable Medical Supply LLC	First lien senior secured revolving loan	S +	6.00%	11.35%	2/14/2025	4/8/2027	2,283		1,882		1,882		0.11	%
Reliable Medical Supply LLC	First lien senior secured term loan	S +	6.00%	10.58%	2/14/2025	4/8/2027	21,043		20,854		20,854		1.21	%
SCA Buyer, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.05%	7/28/2023	1/20/2027	276		272		271		0.02	%
SCA Buyer, LLC	First lien senior secured revolving loan	S +	6.50%	11.06%	7/28/2023	1/20/2027	133		131		131		0.01	%
SCA Buyer, LLC	First lien senior secured term loan	6.50%		11.05%	7/28/2023	1/20/2027	2,823		2,767		2,775		0.16	%
SCA Buyer, LLC	First lien senior secured term loan	6.50%		11.05%	12/16/2024	1/20/2027	741		727		728		0.04	%
Spectrum Solutions, LLC	First lien senior secured delayed draw term loan	18.00% PIK		18.00%	5/3/2024	3/5/2026	236		230		234		0.01	%
Spectrum Solutions, LLC	First lien senior secured delayed draw term loan	15.00% PIK		15.00%	7/28/2023	3/5/2026	120		112		56		—	%
Spectrum Solutions, LLC	First lien senior secured revolving loan	S +	6.25%	10.82%	7/28/2023	3/5/2026	288		229		93		0.01	%
Spectrum Solutions, LLC	First lien senior secured term loan	S +	6.25%	10.81%	7/28/2023	3/5/2026	594		543		275		0.02	%
Surplus Solutions, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.06%	9/30/2024	11/30/2027	4,664		(59)		(65)		—	%
Surplus Solutions, LLC	First lien senior secured revolving loan	S +	5.50%	10.06%	11/30/2022	11/30/2027	1,771		1,207		1,215		0.07	%
Surplus Solutions, LLC	First lien senior secured term loan	S +	5.50%	10.06%	11/30/2022	11/30/2027	16,241		15,961		16,014		0.93	%
									112,660		112,559		6.52	%
Health care providers and services
ADVI Health, LLC (6)	First lien senior secured revolving loan	S +	7.00%	11.56%	11/29/2022	11/29/2027	$	1,062	$	(14)	$	(13)	0.00	%
ADVI Health, LLC	First lien senior secured term loan	S +	7.00%	11.56%	11/29/2022	11/29/2027	6,102		6,012		6,019		0.35	%
Advocate RCM Acquisition Corp (6)	First lien senior secured revolving loan	S +	6.25%	10.65%	12/22/2023	12/22/2026	2,902		(30)		(28)		0.00	%
Advocate RCM Acquisition Corp	First lien senior secured term loan	S +	6.25%	10.65%	12/22/2023	12/22/2026	18,226		18,023		18,042		1.04	%
Agility Intermediate, Inc	First lien senior secured delayed draw term loan	S +	7.00%	11.56%	7/28/2023	4/15/2026	108		107		103		0.01	%

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 March 31, 2025

(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
Agility Intermediate, Inc	First lien senior secured revolving loan	S +	7.00%	11.56%	7/28/2023	4/15/2026	134	78	74	0.00	%
Agility Intermediate, Inc	First lien senior secured term loan	S +	7.00%	11.56%	7/28/2023	4/15/2026	237	234	225	0.01	%
Aligned Dental Management Services, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.55%	2/7/2025	2/7/2030	4,982	(97)	(97)	(0.01)	%
Aligned Dental Management Services, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.55%	2/7/2025	2/7/2030	1,523	(30)	(30)	0.00	%
Aligned Dental Management Services, LLC	First lien senior secured term loan	S +	5.25%	9.55%	2/7/2025	2/7/2030	7,951	7,798	7,798	0.45	%
American Family Care, LLC	First lien senior secured delayed draw term loan	S +	0.06	10.40%	2/29/2024	2/28/2029	4,423	355	359	0.02	%
American Family Care, LLC (6)	First lien senior secured revolving loan	S +	0.06	10.40%	2/29/2024	2/28/2029	1,775	(35)	(33)	0.00	%
American Family Care, LLC	First lien senior secured term loan	S +	0.06	10.40%	2/29/2024	2/28/2029	11,487	11,250	11,268	0.65	%
ASC Ortho Management Company, LLC	First lien senior secured delayed draw term loan	S +	4.50% + 2.50% PIK	11.56%	7/28/2023	12/31/2026	323	320	317	0.02	%
ASC Ortho Management Company, LLC	First lien senior secured revolving loan	S +	7.00%	11.56%	7/28/2023	12/31/2026	38	37	37	0.00	%
ASC Ortho Management Company, LLC	First lien senior secured term loan	S +	4.50% + 2.50% PIK	11.56%	7/28/2023	12/31/2026	512	507	503	0.03	%
Ascend Plastic Surgery Partners MSO LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.30%	5/3/2024	5/3/2029	20,682	(338)	(308)	(0.02)	%
Ascend Plastic Surgery Partners MSO LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	5/3/2024	5/3/2029	4,197	(69)	(63)	0.00	%
Ascend Plastic Surgery Partners MSO LLC	First lien senior secured term loan	S +	5.00%	9.30%	5/3/2024	5/3/2029	6,842	6,730	6,740	0.39	%
ASP Global Holdings, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.57%	7/31/2024	7/31/2029	19,170	13,335	13,361	0.77	%
ASP Global Holdings, LLC	First lien senior secured revolving loan	S +	5.25%	9.57%	7/31/2024	7/31/2029	6,555	4,038	4,047	0.23	%
ASP Global Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.57%	7/31/2024	7/31/2029	40,866	40,408	40,214	2.33	%
Beacon Oral Specialists Management LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.30%	7/28/2023	12/14/2026	819	814	812	0.05	%
Beacon Oral Specialists Management LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.30%	7/28/2023	12/14/2026	188	(1)	(2)	0.00	%
Beacon Oral Specialists Management LLC	First lien senior secured term loan	S +	6.00%	10.30%	7/28/2023	12/14/2026	908	901	901	0.05	%
Beghou Consulting, LLC (6)(19)	First lien senior secured revolving loan	S +	4.75%	9.05%	5/1/2023	5/1/2028	2,714	(52)	(50)	0.00	%
Beghou Consulting, LLC	First lien senior secured term loan	S +	4.75%	9.05%	5/1/2023	5/1/2028	15,196	14,887	14,900	0.86	%
Behavior Frontiers, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.56%	4/4/2024	5/21/2026	1,306	(10)	(11)	0.00	%
Behavior Frontiers, LLC (6)(20)	First lien senior secured revolving loan	S +	6.00%	10.56%	7/28/2023	5/21/2026	38	(1)	—	—	%
Behavior Frontiers, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	5/21/2026	571	559	566	0.03	%
BPCP EE Intermedco LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.70%	4/3/2023	4/3/2028	3,176	1,981	1,983	0.11	%
BPCP EE Intermedco LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.70%	4/3/2023	4/3/2028	2,244	(37)	(36)	—	%
BPCP EE Intermedco LLC	First lien senior secured term loan	S +	6.25%	10.70%	4/3/2023	4/3/2028	6,412	6,296	6,301	0.36	%
Brightview, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.44%	7/28/2023	12/14/2026	47	47	47	—	%
Brightview, LLC	First lien senior secured revolving loan	S +	6.00%	10.44%	7/28/2023	12/14/2026	52	52	52	—	%
Brightview, LLC	First lien senior secured term loan	S +	6.00%	10.44%	7/28/2023	12/14/2026	676	675	673	0.04	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured delayed draw term loan - C$	C +	15.00%	15.00%	4/5/2024	12/31/2026	32	14	14	0.00	%

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 March 31, 2025

(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$	C +	7.00%	10.09%	7/28/2023	12/31/2026	28	—	(10)	—	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured delayed draw term loan - C$	C +	7.00%	10.09%	7/28/2023	3/19/2026	344	249	112	0.01	%
Canadian Orthodontic Partners Corp	First lien senior secured revolving loan	S +	7.00%	11.56%	7/28/2023	12/31/2026	107	102	50	0.00	%
Canadian Orthodontic Partners Corp	First lien senior secured revolving loan	S +	7.00%	11.56%	3/19/2021	12/31/2026	31	29	14	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan - C$	C +	7.00%	10.09%	7/28/2023	12/31/2026	264	191	86	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan - C$	C +	7.00%	10.09%	3/19/2021	12/31/2026	73	53	24	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured term loan - C$	C +	7.00%	10.09%	7/28/2023	12/31/2026	283	203	93	0.01	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured revolving loan	S +	5.25%	10.62%	8/2/2022	8/2/2027	5,898	5,843	5,847	0.34	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured term loan	S +	5.25%	9.70%	8/2/2022	8/2/2027	31,320	31,003	31,029	1.80	%
CNS Purchaser, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	12/30/2024	12/30/2029	11,025	(79)	(79)	0.00	%
CNS Purchaser, LLC	First lien senior secured revolving loan	S +	5.50%	9.80%	12/30/2024	12/30/2029	4,246	930	930	0.05	%
CNS Purchaser, LLC	First lien senior secured term loan	S +	5.50%	9.80%	12/30/2024	12/30/2029	38,491	37,937	37,937	2.19	%
Community Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.44%	7/28/2023	6/10/2026	163	163	161	0.01	%
Community Care Partners, LLC	First lien senior secured revolving loan	S +	6.00%	10.76%	7/28/2023	6/10/2026	75	58	57	0.00	%
Community Care Partners, LLC	First lien senior secured term loan	S +	6.00%	10.44%	7/28/2023	6/10/2026	932	930	920	0.05	%
Dermatology Medical Partners OpCo LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.06%	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%	11.06%	7/28/2023	10/29/2026	38	29	29	0.00	%
Dermatology Medical Partners OpCo LLC	First lien senior secured term loan	S +	6.50%	11.06%	7/28/2023	10/29/2026	257	255	254	0.01	%
EH Management Company, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.06%	7/28/2023	7/15/2026	38	—	—	0.00	%
EH Management Company, LLC	First lien senior secured term loan	S +	5.50%	10.06%	7/28/2023	7/15/2026	4,461	4,435	4,436	0.26	%
Endodontic Practice Partners, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	11/2/2022	11/2/2027	16,744	16,523	16,539	0.96	%
Endodontic Practice Partners, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.81%	4/9/2024	11/2/2027	13,769	5,092	5,127	0.30	%
Endodontic Practice Partners, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	2/14/2025	11/2/2027	4,130	(49)	(51)	0.00	%
Endodontic Practice Partners, LLC	First lien senior secured revolving loan	S +	5.50%	9.80%	11/2/2022	11/2/2027	1,956	755	758	0.04	%
Endodontic Practice Partners, LLC	First lien senior secured term loan	S +	5.50%	9.80%	11/2/2022	11/2/2027	15,237	15,019	15,050	0.87	%
Fyzical Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	9.82%	6/26/2024	6/26/2028	2,710	1,335	1,339	0.08	%
Fyzical Buyer, LLC	First lien senior secured term loan	S +	5.50%	9.82%	6/26/2024	6/26/2028	18,861	18,607	18,639	1.08	%
Geriatric Medical and Surgical Supply, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.80%	7/28/2023	12/21/2025	300	(2)	(2)	0.00	%
Geriatric Medical and Surgical Supply, LLC	First lien senior secured term loan	S +	5.50%	9.80%	7/28/2023	12/21/2025	19,991	19,839	19,833	1.15	%
Golden Bear PT Partners, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.06%	7/28/2023	10/22/2026	173	171	170	0.01	%
Golden Bear PT Partners, LLC	First lien senior secured revolving loan	S +	6.50%	11.06%	7/28/2023	10/22/2026	38	26	26	0.00	%
Golden Bear PT Partners, LLC	First lien senior secured term loan	S +	6.50%	11.06%	7/28/2023	10/22/2026	1,487	1,468	1,461	0.08	%
Guardian Dentistry Practice Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.94%	7/28/2023	8/20/2026	367	365	365	0.02	%

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 March 31, 2025

(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
Guardian Dentistry Practice Management, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.94%	7/28/2023	8/20/2027	4,188	(38)	(33)	0.00	%
Guardian Dentistry Practice Management, LLC	First lien senior secured term loan	S +	5.50%	9.94%	7/28/2023	8/20/2027	383	381	380	0.02	%
H2 Holdco, Inc	First lien senior secured delayed draw term loan	S +	6.00%	10.56%	5/5/2023	5/5/2028	7,199	7,037	7,114	0.41	%
H2 Holdco, Inc	First lien senior secured delayed draw term loan	S +	6.00%	10.55%	6/25/2024	5/5/2028	18,974	11,758	11,784	0.68	%
H2 Holdco, Inc (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.55%	12/20/2024	5/5/2028	7,560	(105)	(90)	(0.01)	%
H2 Holdco, Inc (21)	First lien senior secured revolving loan	S +	6.00%	10.59%	5/5/2023	5/5/2028	2,544	2,246	2,273	0.13	%
H2 Holdco, Inc	First lien senior secured term loan	S +	6.00%	10.55%	12/20/2024	5/5/2028	905	893	894	0.05	%
H2 Holdco, Inc	First lien senior secured term loan	S +	6.00%	10.56%	5/5/2023	5/5/2028	17,925	17,485	17,712	1.02	%
IMA Group Management Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.50%	10.94%	7/28/2023	6/30/2028	174	(3)	(3)	(0.01)	%
IMA Group Management Company, LLC	First lien senior secured revolving loan	S +	6.50%	10.92%	7/28/2023	6/30/2028	35	17	17	0.00	%
IMA Group Management Company, LLC	First lien senior secured term loan	S +	6.50%	10.94%	7/28/2023	6/30/2028	845	831	830	0.05	%
IPC Pain Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.19%	5/19/2022	5/19/2027	9,832	9,794	9,770	0.57	%
IPC Pain Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.19%	5/19/2022	5/19/2027	1,140	(7)	(6)	0.00	%
IPC Pain Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.19%	5/19/2022	5/19/2027	2,895	2,874	2,876	0.17	%
MS Pain, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	12/4/2024	12/4/2029	6,038	(113)	(104)	(0.01)	%
MS Pain, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.80%	12/4/2024	12/4/2029	861	(17)	(15)	0.00	%
MS Pain, LLC	First lien senior secured term loan	S +	5.50%	9.80%	12/4/2024	12/4/2029	3,373	3,309	3,314	0.19	%
MWEC Management, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.57%	2/14/2023	2/14/2028	1,425	422	431	0.02	%
MWEC Management, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%	10.57%	7/3/2024	2/14/2028	2,532	(30)	(27)	0.00	%
MWEC Management, LLC	First lien senior secured revolving loan	S +	6.25%	10.57%	2/14/2023	2/14/2028	1,924	1,230	1,246	0.07	%
MWEC Management, LLC	First lien senior secured term loan	S +	6.25%	10.57%	2/14/2023	2/14/2028	14,847	14,570	14,688	0.85	%
Network Partners Acquisitions, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.56%	7/28/2023	12/30/2026	38	—	—	0.00	%
Network Partners Acquisitions, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	12/30/2026	265	264	263	0.02	%
P1 DENTAL MSO, LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.31%	1/31/2025	1/31/2030	5,110	106	106	0.01	%
P1 DENTAL MSO, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.29%	1/31/2025	1/31/2030	1,522	(29)	(29)	0.00	%
P1 DENTAL MSO, LLC	First lien senior secured term loan	S +	5.00%	9.29%	1/31/2025	1/31/2030	19,163	18,799	18,797	1.09	%
Peak Dental Services, LLC	First lien senior secured delayed draw term loan	S +	6.75%	11.42%	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%	11.35%	7/28/2023	12/31/2025	512	511	510	0.03	%
Peak Dental Services, LLC	First lien senior secured revolving loan	S +	6.75%	11.34%	7/28/2023	12/31/2025	133	132	132	0.01	%
Peak Dental Services, LLC	First lien senior secured term loan	S +	6.75%	11.32%	7/28/2023	12/31/2025	572	570	570	0.03	%
Peak Investment Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	7.00%	11.02%	7/28/2023	12/31/2025	113	—	(2)	0.00	%
Peak Investment Holdings, LLC	First lien senior secured revolving loan	S +	7.00%	11.02%	7/28/2023	12/31/2025	324	258	254	0.01	%

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 March 31, 2025

(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
Peak Investment Holdings, LLC	First lien senior secured term loan	S +	7.00%	11.02%	7/28/2023	12/31/2025	1,196	1,193	1,180	0.07	%
PharmaForceIQ INC. (6)	First lien senior secured revolving loan	S +	5.25%	9.54%	8/2/2024	8/2/2029	2,093	(36)	(33)	0.00	%
PharmaForceIQ INC.	First lien senior secured term loan	S +	5.25%	9.54%	8/2/2024	8/2/2029	13,647	13,408	13,432	0.78	%
PRM Management Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.75%	11.14%	1/25/2024	1/25/2029	1,180	(25)	(24)	0.00	%
PRM Management Company, LLC (6)	First lien senior secured revolving loan	S +	6.75%	11.14%	1/25/2024	1/25/2029	789	(17)	(16)	0.00	%
PRM Management Company, LLC	First lien senior secured term loan	S +	6.75%	11.14%	1/25/2024	1/25/2029	4,113	4,021	4,026	0.23	%
Purpose Home Health Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.75%	3/8/2024	11/3/2027	8,061	7,959	7,980	0.46	%
Purpose Home Health Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.78%	11/3/2022	11/3/2027	6,747	6,648	6,679	0.39	%
Purpose Home Health Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.84%	12/23/2024	11/3/2027	9,072	(104)	(91)	(0.01)	%
Purpose Home Health Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.84%	11/3/2022	11/3/2027	1,956	(28)	(20)	0.00	%
Purpose Home Health Acquisition, LLC	First lien senior secured term loan	S +	5.50%	9.84%	11/3/2022	11/3/2027	17,466	17,235	17,291	1.00	%
RMS Health Care Management, LLC	First lien senior secured delayed draw term loan	S +	6.75%	11.44%	10/6/2023	10/6/2026	2,696	1,353	1,354	0.08	%
RMS Health Care Management, LLC	First lien senior secured revolving loan	S +	6.75%	11.40%	10/6/2023	10/6/2026	920	603	603	0.03	%
RMS Health Care Management, LLC	First lien senior secured term loan	S +	6.75%	11.39%	10/6/2023	10/6/2026	4,266	4,211	4,214	0.24	%
RQM Buyer, Inc	First lien senior secured delayed draw term loan	S +	2.00% + 4.75% PIK	11.31%	7/28/2023	8/12/2029	83	82	80	0.00	%
RQM Buyer, Inc	First lien senior secured revolving loan	S +	2.00% + 4.75% PIK	11.31%	7/28/2023	8/12/2029	125	124	120	0.01	%
RQM Buyer, Inc	First lien senior secured term loan	S +	2.00% + 4.75% PIK	11.31%	7/28/2023	8/12/2029	1,726	1,709	1,658	0.10	%
Sage Dental Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.79%	9/25/2024	6/30/2026	9,139	1,474	1,500	0.09	%
Sage Dental Management, LLC	First lien senior secured revolving loan	S +	5.50%	9.80%	9/25/2024	6/30/2026	8,220	5,348	5,371	0.31	%
Sage Dental Management, LLC	First lien senior secured term loan	S +	5.50%	9.80%	9/25/2024	6/30/2026	58,100	57,723	57,899	3.35	%
SAMGI Buyer, Inc (6)	First lien senior secured revolving loan	S +	5.50%	10.06%	7/28/2023	12/31/2025	138	—	—	0.00	%
SAMGI Buyer, Inc	First lien senior secured term loan	S +	5.50%	10.06%	7/28/2023	12/31/2025	391	391	391	0.02	%
SCP ENT and Allergy Services, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.56%	7/28/2023	9/25/2026	155	154	154	0.01	%
SCP ENT and Allergy Services, LLC	First lien senior secured revolving loan	S +	6.00%	10.56%	7/28/2023	9/25/2026	256	254	254	0.01	%
SCP ENT and Allergy Services, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	9/25/2026	2,719	2,697	2,692	0.16	%
SCP OMS Services, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.29%	3/7/2025	3/7/2030	9,968	(74)	(74)	0.00	%
SCP OMS Services, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.29%	3/7/2025	3/7/2030	2,645	(39)	(39)	0.00	%
SCP OMS Services, LLC	First lien senior secured term loan	S +	5.00%	9.29%	3/7/2025	3/7/2030	5,696	5,611	5,611	0.32	%
Signature Dental Partners LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.81%	7/28/2023	10/29/2026	175	174	174	0.01	%
Signature Dental Partners LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.81%	4/22/2024	10/29/2026	17,201	6,473	6,476	0.37	%

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 March 31, 2025

(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
Signature Dental Partners LLC	First lien senior secured revolving loan	P +	5.25%	12.75%	7/28/2023	10/29/2026	38	2	2	0.00	%
Signature Dental Partners LLC	First lien senior secured term loan	S +	6.25%	10.81%	7/28/2023	10/29/2026	4,253	4,214	4,213	0.24	%
Signature MD, Inc	First lien senior secured delayed draw term loan	S +	5.75%	10.07%	7/15/2024	7/15/2027	6,959	2,068	2,075	0.12	%
Signature MD, Inc (6)	First lien senior secured revolving loan	S +	5.75%	10.07%	7/15/2024	7/15/2027	3,297	(31)	(28)	0.00	%
Signature MD, Inc	First lien senior secured term loan	S +	5.75%	10.07%	7/15/2024	7/15/2027	18,302	18,120	18,157	1.05	%
Silver Falls MSO, LLC	First lien senior secured revolving loan	S +	6.75%	11.31%	7/28/2023	8/30/2025	235	234	232	0.01	%
Silver Falls MSO, LLC	First lien senior secured term loan	S +	4.25% + 2.25% PIK	11.31%	7/28/2023	8/30/2025	1,328	1,307	1,315	0.08	%
SimiTree Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.25% + 1.75% PIK	11.57%	7/28/2023	5/17/2026	886	884	872	0.05	%
SimiTree Acquisition, LLC	First lien senior secured revolving loan	S +	7.00%	11.57%	7/28/2023	5/17/2026	178	49	47	0.00	%
SimiTree Acquisition, LLC	First lien senior secured term loan	S +	5.25% + 1.75% PIK	11.57%	7/28/2023	5/17/2026	1,232	1,229	1,213	0.07	%
Simko Merger Sub LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.81%	7/28/2023	4/7/2027	181	179	179	0.01	%
Simko Merger Sub LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.82%	9/19/2023	4/7/2027	6,753	1,869	1,871	0.11	%
Simko Merger Sub LLC	First lien senior secured revolving loan	S +	6.25%	10.81%	7/28/2023	4/7/2027	56	26	26	0.00	%
Simko Merger Sub LLC	First lien senior secured term loan	S +	6.25%	10.81%	7/28/2023	4/7/2027	643	636	635	0.04	%
Southeast Primary Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.56%	7/28/2023	12/30/2025	511	509	509	0.03	%
Southeast Primary Care Partners, LLC	First lien senior secured revolving loan	S +	6.00%	11.69%	7/28/2023	12/30/2025	225	179	179	0.01	%
Southeast Primary Care Partners, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	12/30/2025	842	839	838	0.05	%
Southern Orthodontic Partners Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	7/28/2023	7/27/2026	187	186	186	0.01	%
Southern Orthodontic Partners Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	5/17/2024	7/27/2026	3,158	3,139	3,141	0.18	%
Southern Orthodontic Partners Management, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.83%	5/17/2024	7/27/2026	3,990	147	149	0.01	%
Southern Orthodontic Partners Management, LLC	First lien senior secured revolving loan	S +	5.50%	9.80%	7/28/2023	7/27/2026	171	11	10	0.00	%
Southern Orthodontic Partners Management, LLC	First lien senior secured term loan	S +	5.50%	9.80%	7/28/2023	7/27/2026	3,016	3,006	3,000	0.17	%
Southern Sports Medicine Partners, LLC	First lien senior secured revolving loan	S +	8.00% PIK	12.55%	7/28/2023	2/23/2027	61	32	30	0.00	%
Southern Sports Medicine Partners, LLC	First lien senior secured term loan	S +	8.00% PIK	12.55%	7/28/2023	2/23/2027	703	683	668	0.04	%
Spear Education Holdings, LLC	First lien senior secured revolving loan	S +	5.25%	9.57%	6/26/2024	12/15/2028	7,290	1,091	1,102	0.06	%
Spear Education Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.67%	6/26/2024	12/15/2028	47,263	46,761	46,844	2.71	%
Star Dental Partners LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.82%	12/22/2023	12/22/2028	10,979	8,870	8,942	0.52	%

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 March 31, 2025

(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
Star Dental Partners LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.82%	11/8/2024	12/22/2028	12,076		(191)		(174)		(0.01)	%
Star Dental Partners LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.82%	12/22/2023	12/22/2028	1,451		(30)		(21)		0.00	%
Star Dental Partners LLC	First lien senior secured term loan	S +	5.50%	9.82%	12/22/2023	12/22/2028	15,190		14,893		14,970		0.87	%
The Chempetitive Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.32%	3/22/2024	3/22/2029	11,995		1,298		1,313		0.08	%
The Chempetitive Group, LLC	First lien senior secured revolving loan	S +	6.00%	10.32%	3/22/2024	3/22/2029	3,414		287		291		0.02	%
The Chempetitive Group, LLC	First lien senior secured term loan	S +	6.00%	10.32%	3/22/2024	3/22/2029	13,637		13,408		13,430		0.78	%
Transitions Intermediate Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.30%	10/25/2024	10/25/2027	687		(7)		(6)		0.00	%
Transitions Intermediate Holdings, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.30%	10/25/2024	10/25/2027	1,078		(12)		(10)		0.00	%
Transitions Intermediate Holdings, LLC	First lien senior secured term loan	S +	6.00%	10.30%	10/25/2024	10/25/2027	7,310		7,230		7,243		0.42	%
U.S. Urology Partners, LLC (6)	First lien senior secured revolving loan	S +	6.50%	10.92%	11/8/2023	11/8/2026	1,401		(11)		(10)		0.00	%
U.S. Urology Partners, LLC	First lien senior secured term loan	S +	6.50%	10.92%	11/8/2023	11/8/2026	11,571		11,474		11,485		0.66	%
US Foot and Ankle Specialists, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.06%	9/15/2022	9/15/2026	14,001		13,900		13,912		0.80	%
US Foot and Ankle Specialists, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.06%	9/15/2022	9/15/2026	2,699		(21)		(20)		0.00	%
US Foot and Ankle Specialists, LLC	First lien senior secured term loan	S +	5.50%	10.06%	9/15/2022	9/15/2026	19,422		19,245		19,261		1.11	%
Varsity DuvaSawko Operating Corp	First lien senior secured delayed draw term loan	S +	6.00%	10.55%	7/28/2023	5/27/2026	63		63		63		0.00	%
Varsity DuvaSawko Operating Corp (22)	First lien senior secured revolving loan	S +	6.00%	10.55%	7/28/2023	5/27/2026	5,189		1,703		1,683		0.10	%
Varsity DuvaSawko Operating Corp	First lien senior secured term loan	S +	6.00%	10.55%	7/28/2023	5/27/2026	58,649		58,374		58,125		3.36	%
Varsity Rejuvenate Management, LLC	First lien senior secured delayed draw term loan	S +	6.50%	10.95%	12/29/2023	9/1/2028	7,116		3,152		3,158		0.18	%
Varsity Rejuvenate Management, LLC (6)	First lien senior secured revolving loan	S +	6.50%	10.95%	9/1/2023	9/1/2028	1,245		(25)		(22)		0.00	%
Varsity Rejuvenate Management, LLC	First lien senior secured term loan	S +	6.50%	10.95%	9/1/2023	9/1/2028	5,943		5,822		5,839		0.34	%
VersiCare Management LLC (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	11/25/2024	11/25/2029	4,529		(85)		(78)		0.00	%
VersiCare Management LLC	First lien senior secured revolving loan	S +	5.50%	9.82%	11/25/2024	11/25/2029	1,505		158		162		0.01	%
VersiCare Management LLC (32) (33) (34)	First lien senior secured term loan	S +	5.75%	10.05%	11/25/2024	11/25/2029	7,830		7,682		7,693		0.45	%
VetEvolve Holdings, LLC (32) (33) (34)	First lien senior secured delayed draw term loan	S +	5.25%	9.57%	10/12/2023	10/12/2028	11,600		7,634		7,645		0.44	%
VetEvolve Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.54%	10/12/2023	10/12/2028	3,067		(58)		(55)		0.00	%
VetEvolve Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.54%	10/12/2023	10/12/2028	9,097		8,909		8,922		0.52	%
Western Veterinary Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.30%	7/28/2023	10/29/2027	495		492		490		0.03	%
Western Veterinary Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.30%	9/27/2024	10/29/2027	24,375		13,252		13,268		0.77	%
Western Veterinary Partners LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	7/28/2023	10/29/2027	24		—		—		0.00	%
Western Veterinary Partners LLC	First lien senior secured term loan	S +	5.00%	9.30%	7/28/2023	10/29/2027	9,372		9,268		9,272		0.54	%
									822,055		822,680		47.56	%
Health care technology
AHR Intermediate, Inc	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	7/29/2022	7/29/2027	$	5,230	$	5,193	$	5,186	0.30	%

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 March 31, 2025

(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
AHR Intermediate, Inc (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	12/16/2024	7/29/2027	7,896		(71)		(39)		0.00	%
AHR Intermediate, Inc	First lien senior secured revolving loan	S +	5.50%	9.80%	7/29/2022	7/29/2027	7,858		1,892		1,925		0.11	%
AHR Intermediate, Inc	First lien senior secured term loan	S +	5.75%	10.05%	7/29/2022	7/29/2027	31,939		31,736		31,780		1.84	%
Millennia Patient Services, LLC	First lien senior secured revolving loan	S +	6.00%	11.81%	7/28/2023	3/8/2026	134		93		93		0.01	%
Millennia Patient Services, LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	3/8/2026	968		964		963		0.06	%
									39,807		39,908		2.32	%
Household durables
CPS Power Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	10/20/2023	9/26/2027	$	2,298	$	130	$	122	0.01	%
CPS Power Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.79%	9/26/2022	9/26/2027	2,970		2,923		2,910		0.17	%
CPS Power Buyer, LLC (23)	First lien senior secured revolving loan	S +	5.50%	9.81%	9/26/2022	9/26/2027	3,036		2,038		2,026		0.12	%
CPS Power Buyer, LLC	First lien senior secured term loan	S +	5.50%	9.79%	9/26/2022	9/26/2027	12,816		12,566		12,559		0.73	%
Kravet Design LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.55%	11/26/2024	11/26/2030	4,349		(62)		(54)		0.00	%
Kravet Design LLC	First lien senior secured term loan	S +	5.25%	9.55%	11/26/2024	11/26/2030	20,887		20,589		20,632		1.19	%
Kwalu, LLC	First lien senior secured revolving loan	S +	5.50%	10.05%	9/23/2022	9/23/2027	5,061		276		299		0.02	%
Kwalu, LLC	First lien senior secured term loan	S +	5.50%	10.06%	9/23/2022	9/23/2027	30,205		29,829		29,978		1.73	%
MacKenzie Childs Acquisition, Inc	First lien senior secured revolving loan	P +	4.50%	12.00%	9/2/2022	9/2/2027	3,374		650		653		0.04	%
MacKenzie Childs Acquisition, Inc	First lien senior secured term loan	S +	5.50%	9.95%	9/2/2022	9/2/2027	16,035		15,915		15,931		0.91	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.30%	1/23/2023	1/23/2028	5,728		5,610		5,672		0.33	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.30%	1/12/2024	1/23/2028	1,987		1,953		1,968		0.10	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.30%	7/29/2024	1/23/2028	5,738		5,649		5,682		0.33	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.24%	11/27/2024	1/23/2028	3,574		1,674		1,679		0.10	%
Renovation Systems, LLC	First lien senior secured revolving loan	S +	6.00%	10.30%	1/23/2023	1/23/2028	2,633		1,000		1,028		0.06	%
Renovation Systems, LLC	First lien senior secured term loan	S +	6.00%	10.30%	1/23/2023	1/23/2028	32,616		32,067		32,299		1.87	%
Storm Smart Buyer LLC	First lien senior secured revolving loan	S +	6.00%	10.56%	7/28/2023	4/5/2026	131		104		104		0.01	%
Storm Smart Buyer LLC	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	4/5/2026	887		885		883		0.05	%
Trademark Global, LLC	First lien senior secured revolving loan	S +	8.50%	13.06%	7/28/2023	6/30/2027	113		90		36		0.00	%
Trademark Global, LLC	First lien senior secured revolving loan	S +	8.50%	13.06%	7/30/2021	6/30/2027	23		22		11		0.00	%
Trademark Global, LLC	First lien senior secured term loan	S +	8.50%	13.06%	7/28/2023	6/30/2027	2,236		2,069		1,080		0.06	%
									135,977		135,498		7.83	%
Industrial Conglomerates
Hultec Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	9.86%	3/31/2023	3/31/2029	$	3,915	$	539	$	543	0.03	%
Hultec Buyer, LLC	First lien senior secured term loan	S +	5.50%	10.07%	3/31/2023	3/31/2029	14,171		13,837		13,856		0.80	%
									14,376		14,399		0.83	%
Insurance
Superior Insurance Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.31%	10/25/2024	10/25/2029	$	15,231	$	4,790	$	4,812	0.28	%
Superior Insurance Partners LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.29%	10/25/2024	10/25/2029	1,347		(25)		(23)		0.00	%

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 March 31, 2025

(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
Superior Insurance Partners LLC	First lien senior secured term loan	S +	5.00%	9.29%	10/25/2024	10/25/2029	9,329		9,158		9,173		0.53	%
									13,923		13,962		0.81	%
Interactive media & services
Duggal Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%	9.05%	9/30/2024	9/30/2030	$	5,224	$	(48)	$	(37)	0.00	%
Duggal Acquisition, LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.05%	9/30/2024	9/30/2030	7,319		(134)		(123)		(0.01)	%
Duggal Acquisition, LLC	First lien senior secured term loan	S +	4.75%	9.05%	9/30/2024	9/30/2030	20,530		20,149		20,179		1.17	%
									19,967		20,019		1.16	%
Internet and direct marketing retail
Aquatic Sales Solutions, LLC	First lien senior secured revolving loan	S +	7.00%	11.45%	7/28/2023	12/18/2025	$	191	$	120	$	64	0.00	%
Aquatic Sales Solutions, LLC	First lien senior secured term loan	S +	7.00%	11.45%	7/28/2023	12/18/2025	2,669		2,647		1,872		0.11	%
DealerOn Holdco, Inc (6)	First lien senior secured revolving loan	S +	6.00%	10.44%	7/28/2023	5/19/2026	314		(2)		(2)		0.00	%
DealerOn Holdco, Inc	First lien senior secured term loan	S +	6.00%	10.44%	7/28/2023	5/19/2026	20,546		20,389		20,383		1.18	%
									23,154		22,317		1.29	%
IT services
BSC Top Shelf Blocker LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.57%	6/28/2024	6/28/2029	$	2,256	$	(34)	$	(30)	0.00	%
BSC Top Shelf Blocker LLC	First lien senior secured term loan	S +	5.25%	9.57%	6/28/2024	6/28/2029	16,031		15,784		15,813		0.91	%
Dynamic Campus Acquisition, Inc. (6)	First lien senior secured delayed draw term loan	S +	4.75%	9.07%	2/14/2025	2/14/2031	10,220		(150)		(150)		(0.01)	%
Dynamic Campus Acquisition, Inc. (6)	First lien senior secured revolving loan	S +	4.75%	9.07%	2/14/2025	2/14/2031	3,044		(45)		(45)		—	%
Dynamic Campus Acquisition, Inc.	First lien senior secured term loan	S +	4.75%	9.07%	2/14/2025	2/14/2031	11,242		11,079		11,079		0.64	%
E-Phoenix Acquisition Co. Inc	First lien senior secured revolving loan	S +	5.50%	9.93%	7/28/2023	6/23/2027	75		33		33		—	%
E-Phoenix Acquisition Co. Inc	First lien senior secured term loan	S +	5.50%	9.95%	7/28/2023	6/23/2027	1,342		1,339		1,336		0.08	%
FreshAddress, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.70%	7/28/2023	10/5/2025	30		—		—		—	%
FreshAddress, LLC	First lien senior secured term loan	S +	5.25%	9.70%	7/28/2023	10/5/2025	1,630		1,628		1,626		0.09	%
Icreon Holdings, LLC	First lien senior secured revolving loan	S +	6.50%	11.06%	10/26/2022	10/26/2027	1,071		521		521		0.03	%
Icreon Holdings, LLC	First lien senior secured term loan	S +	6.50%	11.06%	10/26/2022	10/26/2027	13,020		12,825		12,843		0.74	%
P and R Dental Strategies, LLC	First lien senior secured revolving loan	S +	5.25%	9.81%	7/28/2023	12/22/2026	23		10		10		—	%
P and R Dental Strategies, LLC	First lien senior secured term loan	S +	5.25%	9.81%	7/28/2023	12/22/2026	619		616		614		0.04	%
Palmetto Technology Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.32%	1/3/2024	1/3/2029	10,779		10,617		10,624		0.61	%
Palmetto Technology Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.32%	2/26/2024	1/3/2029	9,406		2,339		2,350		0.14	%
Palmetto Technology Group, LLC	First lien senior secured revolving loan	S +	6.00%	10.32%	1/3/2024	1/3/2029	2,860		100		102		0.01	%
Palmetto Technology Group, LLC	First lien senior secured term loan	S +	6.00%	10.32%	1/3/2024	1/3/2029	6,293		6,196		6,201		0.36	%
White Label Communications,LLC	First lien senior secured revolving loan	S +	6.00%	10.32%	10/11/2023	10/11/2029	1,534		51		53		0.00	%
White Label Communications,LLC	First lien senior secured term loan	S +	6.00%	10.32%	10/11/2023	10/11/2029	4,678		4,594		4,600		0.27	%
									67,503		67,580		3.91	%
Leisure equipment and products
Champion Motorsports Group, LLC	First lien senior secured revolving loan	S +	6.25%	10.66%	7/28/2023	10/8/2026	$	56	$	15	$	15	0.00	%
Champion Motorsports Group, LLC	First lien senior secured term loan	S +	6.25%	10.66%	7/28/2023	10/8/2026	1,650		1,641		1,636		0.09	%
MacNeill Pride Group Corp	First lien senior secured delayed draw term loan	S +	6.75%	11.31%	7/28/2023	4/22/2026	352		351		351		0.02	%

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 March 31, 2025

(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 (6)	First lien senior secured revolving loan	S +	6.75%	11.31%	7/28/2023	4/22/2026	287		(1)		(1)		0.00	%
MacNeill Pride Group Corp	First lien senior secured term loan	S +	6.75%	11.31%	7/28/2023	4/22/2026	806		805		804		0.05	%
TruBlue LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.82%	1/11/2024	1/11/2029	2,331		(35)		(32)		0.00	%
TruBlue LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.82%	1/11/2024	1/11/2029	1,430		(22)		(20)		0.00	%
TruBlue LLC	First lien senior secured term loan	S +	5.50%	9.82%	1/11/2024	1/11/2029	5,160		5,079		5,085		0.29	%
									7,833		7,838		0.45	%
Leisure products
PHGP MB Purchaser, Inc	First lien senior secured delayed draw term loan	S +	6.00%+ 0.50% PIK	11.06%	7/28/2023	5/20/2027	$	77	$	77	$	71	0.00	%
PHGP MB Purchaser, Inc (6)(24)	First lien senior secured revolving loan	S +	6.00%+ 0.50% PIK	11.06%	7/28/2023	5/20/2027	75		(1)		(6)		0.00	%
PHGP MB Purchaser, Inc	First lien senior secured term loan	S +	6.00% + 0.50% PIK	11.06%	7/28/2023	5/20/2027	1,045		1,034		960		0.06	%
									1,110		1,025		0.06	%
Life sciences tools and services
Aptitude Health Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.81%	7/28/2023	5/3/2026	$	267	$	(1)	$	(1)	0.00	%
Aptitude Health Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.81%	7/28/2023	5/3/2026	1,078		1,072		1,073		0.06	%
CR Services Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.06%	7/28/2023	7/28/2028	186		118		118		0.01	%
CR Services Intermediate, LLC	First lien senior secured revolving loan	S +	6.50%	11.06%	7/28/2023	7/28/2028	38		7		7		0.00	%
CR Services Intermediate, LLC	First lien senior secured term loan	S +	6.50%	11.06%	7/28/2023	7/28/2028	449		439		440		0.03	%
ERG Buyer, LLC	First lien senior secured delayed draw term loan	6.00% Cash + 4.50% PIK		10.50%	2/26/2024	2/26/2026	347		345		339		0.02	%
ERG Buyer, LLC	First lien senior secured revolving loan	6.00% Cash + 4.50% PIK		10.50%	2/26/2024	2/26/2026	5,181		5,146		5,062		0.29	%
ERG Buyer, LLC	First lien senior secured term loan	6.00% Cash + 4.50% PIK		10.50%	2/26/2024	2/26/2026	36,539		36,277		35,626		2.06	%
Health and Wellness Partners LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.18%	3/12/2025	3/12/2030	5,808		(101)		(101)		(0.01)	%
Health and Wellness Partners LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.18%	3/12/2025	3/12/2030	2,480		(43)		(43)		0.00	%
Health and Wellness Partners LLC	First lien senior secured term loan	S +	5.00%	9.18%	3/12/2025	3/12/2030	21,780		21,401		21,399		1.24	%
									64,660		63,919		3.70	%
Machinery
Abrasive Technology Intermediate, LLC	First lien senior secured revolving loan	S +	6.25%	10.81%	7/28/2023	4/30/2026	$	173	$	120	$	120	0.01	%
Abrasive Technology Intermediate, LLC	First lien senior secured term loan	S +	6.25%	10.82%	7/28/2023	4/30/2026	1,980		1,965		1,966		0.11	%
Baker Manufacturing Company, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.57%	11/1/2024	11/1/2028	2,898		(43)		(36)		0.00	%
Baker Manufacturing Company, LLC	First lien senior secured term loan	S +	5.25%	9.57%	11/1/2024	11/1/2028	17,245		17,007		17,039		0.99	%
DNS-IMI Acquisition Corp	First lien senior secured revolving loan	P +	4.25%	11.75%	7/28/2023	11/23/2026	56		15		15		0.00	%
DNS-IMI Acquisition Corp	First lien senior secured term loan	S +	5.25%	9.70%	7/28/2023	11/23/2026	1,411		1,405		1,402		0.08	%
Double E Company, LLC	First lien senior secured revolving loan	S +	6.75%	11.20%	6/21/2022	6/21/2028	3,110		2,861		2,546		0.15	%

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 March 31, 2025

(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
Double E Company, LLC	First lien senior secured term loan	S +	4.00% + 2.75% PIK	11.24%	6/21/2022	6/21/2028	18,733		18,588		16,674		0.96	%
Kittyhawk, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.55%	5/1/2024	5/1/2029	3,571		(58)		(54)		0.00	%
Kittyhawk, Inc	First lien senior secured term loan	S +	5.25%	9.55%	5/1/2024	5/1/2029	15,139		14,887		14,908		0.86	%
L&J Holding Company LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%	9.05%	7/29/2024	7/29/2030	9,823		(87)		(68)		0.00	%
L&J Holding Company LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.05%	7/29/2024	7/29/2030	2,204		(39)		(36)		0.00	%
L&J Holding Company LLC	First lien senior secured term loan	S +	4.75%	9.05%	7/29/2024	7/29/2030	11,728		11,516		11,540		0.67	%
My Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	1/26/2024	1/26/2030	3,139		3,088		3,093		0.18	%
My Buyer, LLC	First lien senior secured revolving loan	S +	5.75%	10.05%	1/26/2024	1/26/2030	2,360		827		830		0.05	%
My Buyer, LLC	First lien senior secured term loan	S +	5.75%	10.05%	1/26/2024	1/26/2030	7,850		7,718		7,729		0.45	%
SPG Holdco, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.45%	12/1/2023	12/1/2028	2,070		(38)		(36)		0.00	%
SPG Holdco, LLC	First lien senior secured term loan	S +	6.00%	10.45%	12/1/2023	12/1/2028	10,554		10,353		10,365		0.60	%
USSC Holding Corp	First lien senior secured delayed draw term loan	S +	5.25%	9.56%	6/21/2024	6/21/2030	10,104		9,929		9,966		0.58	%
USSC Holding Corp (6)	First lien senior secured revolving loan	S +	5.25%	9.55%	6/21/2024	6/21/2030	7,177		(125)		(98)		(0.01)	%
USSC Holding Corp	First lien senior secured term loan	S +	5.25%	9.55%	6/21/2024	6/21/2030	34,693		34,061		34,211		1.98	%
									133,950		132,076		7.66	%
Media
ALM Media, LLC (25)	First lien senior secured revolving loan	S +	5.50%	9.82%	2/21/2024	2/21/2029	$	3,102	$	358	$	362	0.02	%
ALM Media, LLC	First lien senior secured term loan	S +	5.50%	9.80%	2/21/2024	2/21/2029	38,071		37,368		37,422		2.16	%
Barkley, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.44%	9/29/2023	9/29/2028	2,300		(42)		(34)		0.00	%
Barkley, LLC	First lien senior secured term loan	S +	6.00%	10.44%	9/29/2023	9/29/2028	43,565		42,788		42,916		2.48	%
Best Version Media Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.82%	12/31/2024	12/31/2030	2,897		(48)		(48)		0.00	%
Best Version Media Acquisition, LLC	First lien senior secured term loan	S +	5.50%	9.82%	12/31/2024	12/31/2030	31,413		30,892		30,892		1.79	%
Datum Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.80%	10/30/2024	4/30/2030	1,312		(24)		(22)		0.00	%
Datum Acquisition, LLC	First lien senior secured term loan	S +	5.50%	9.80%	10/30/2024	4/30/2030	5,449		5,349		5,359		0.31	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.06%	7/28/2023	12/9/2026	220		217		217		0.01	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.06%	12/22/2023	12/9/2026	2,829		2,790		2,798		0.16	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.06%	8/1/2024	12/9/2026	5,108		1,686		1,709		0.10	%
Exclusive Concepts, LLC	First lien senior secured revolving loan	S +	6.50%	11.07%	7/28/2023	12/9/2026	23		22		22		0.00	%
Exclusive Concepts, LLC	First lien senior secured term loan	S +	6.50%	11.06%	7/28/2023	12/9/2026	3,481		3,432		3,443		0.20	%
Infolinks Media Buyco, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	7/28/2023	11/1/2026	2,078		2,057		2,058		0.12	%
Infolinks Media Buyco, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.80%	7/28/2023	11/1/2026	38		—		—		0.00	%
Infolinks Media Buyco, LLC	First lien senior secured term loan	S +	5.50%	9.80%	7/28/2023	11/1/2026	19,863		19,668		19,675		1.14	%
Merge USA, Inc (6)	First lien senior secured revolving loan	S +	4.75%	9.06%	2/28/2025	2/28/2030	2,515		(37)		(37)		0.00	%
Merge USA, Inc	First lien senior secured term loan	S +	4.75%	9.06%	2/28/2025	2/28/2030	11,263		11,095		11,095		0.64	%
NORTH & WARREN, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.75%	1/31/2025	1/31/2030	954		(14)		(14)		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 March 31, 2025

(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
NORTH & WARREN, LLC	First lien senior secured term loan	S +	5.50%	9.75%	1/31/2025	1/31/2030	2,968		2,927		2,926		0.17	%
NTM Acquisition Corp (6)	First lien senior secured revolving loan	S +	6.75%	11.20%	12/18/2023	6/18/2026	1,809		(16)		(15)		0.00	%
NTM Acquisition Corp	First lien senior secured term loan	S +	6.75%	11.20%	12/18/2023	6/18/2026	12,096		11,980		11,988		0.69	%
Optimized Marketing Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	10.31%	8/19/2022	8/19/2027	3,383		3,179		3,119		0.18	%
Optimized Marketing Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.31%	8/19/2022	8/19/2027	25,576		25,283		24,863		1.44	%
Outerbox, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.32%	6/7/2024	6/7/2028	4,077		(49)		(43)		0.00	%
Outerbox, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.32%	6/7/2024	6/7/2028	2,280		(27)		(24)		0.00	%
Outerbox, LLC	First lien senior secured term loan	S +	5.00%	9.32%	6/7/2024	6/7/2028	18,512		18,284		18,314		1.06	%
Peninsula MMGY Corporation (6)(26)	First lien senior secured revolving loan	S +	5.00%	9.30%	10/26/2023	4/26/2029	3,691		(70)		(65)		0.00	%
Peninsula MMGY Corporation	First lien senior secured term loan	S +	5.00%	9.30%	10/26/2023	4/26/2029	10,261		10,057		10,078		0.58	%
RKD Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.42%	4/10/2024	8/17/2028	8,058		5,998		6,031		0.35	%
RKD Group, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.42%	8/17/2022	8/17/2028	4,905		(41)		(37)		0.00	%
RKD Group, LLC	First lien senior secured term loan	S +	6.00%	10.42%	8/17/2022	8/17/2028	32,917		32,616		32,670		1.89	%
The Channel Company, LLC	First lien senior secured revolving loan	S +	6.75%	11.31%	7/28/2023	11/1/2027	62		22		20		0.00	%
The Channel Company, LLC	First lien senior secured term loan	S +	2.50% + 4.25% PIK	11.31%	7/28/2023	11/1/2027	2,424		2,408		2,304		0.13	%
WTWH Buyer, LLC (6)	First lien senior secured revolving loan	S +	6.50%	10.94%	12/16/2022	12/16/2027	1,638		(23)		(26)		0.00	%
WTWH Buyer, LLC	First lien senior secured term loan	S +	6.50%	10.94%	12/16/2022	12/16/2027	14,104		13,872		13,882		0.80	%
									283,957		283,798		16.42	%
Metals and mining
Copperweld Group, Inc	First lien senior secured revolving loan	S +	6.00%	10.56%	7/28/2023	3/31/2026	$	1,535	$	641	$	641	0.04	%
Copperweld Group, Inc	First lien senior secured term loan	S +	6.00%	10.56%	7/28/2023	3/31/2026	2,957		2,948		2,946		0.17	%
									3,589		3,587		0.21	%
Multiline retail
HEC Purchaser Corp. (6)	First lien senior secured revolving loan	S +	5.50%	9.75%	6/17/2024	6/17/2029	$	7,843	$	(100)	$	(88)	(0.01)	%
HEC Purchaser Corp.	First lien senior secured term loan	S +	5.50%	9.75%	6/17/2024	6/17/2029	50,081		49,417		49,515		2.86	%
									49,317		49,427		2.85	%
Pharmaceuticals
Formulated Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.40%	7/28/2023	9/22/2026	$	296	$	295	$	271	0.02	%
Formulated Buyer, LLC	First lien senior secured revolving loan	S +	5.75%	10.33%	7/28/2023	9/22/2026	188		185		170		0.01	%
Formulated Buyer, LLC	First lien senior secured term loan	S +	5.75%	10.31%	7/28/2023	9/22/2026	453		451		414		0.02	%
									931		855		0.05	%
Personal products
Cosmetic Solutions LLC (8)	First lien senior secured delayed draw term loan	S +	5.75% + 0.75% PIK	11.06%	7/28/2023	10/17/2025	$	380	$	373	$	87	0.01	%
Cosmetic Solutions LLC (8)	First lien senior secured revolving loan	S +	6.50%	11.06%	7/28/2023	10/17/2025	344		86		(173)		(0.01)	%
Cosmetic Solutions LLC (8)	First lien senior secured term loan	S +	5.75% + 0.75% PIK	11.06%	7/28/2023	10/17/2025	2,907		2,845		669		0.04	%

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 March 31, 2025

(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
									3,304		583		0.04	%
Professional services
CSL Intermediate Acquisition LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.57%	11/8/2024	11/8/2029	$	1,692	$	(27)	$	(25)	0.00	%
CSL Intermediate Acquisition LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.57%	11/8/2024	11/8/2029	861		(14)		(13)		0.00	%
CSL Intermediate Acquisition LLC	First lien senior secured term loan	S +	5.25%	9.57%	11/8/2024	11/8/2029	3,737		3,677		3,683		0.21	%
Helpware, Inc	First lien senior secured revolving loan	S +	5.75%	10.96%	9/8/2022	9/8/2026	5,061		2,505		2,434		0.14	%
Helpware, Inc	First lien senior secured term loan	S +	5.75% + 1.25% PIK	11.56%	9/8/2022	9/8/2026	14,024		13,932		13,755		0.80	%
Keystone Partners, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.55%	10/25/2024	10/25/2028	2,344		906		910		0.05	%
Keystone Partners, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.54%	10/25/2024	10/25/2028	1,347		(18)		(16)		0.00	%
Keystone Partners, LLC	First lien senior secured term loan	S +	5.25%	9.54%	10/25/2024	10/25/2028	14,380		14,183		14,210		0.82	%
Stax Holding Company, LLC (6)(27)	First lien senior secured revolving loan	S +	5.00%	9.45%	7/28/2023	10/29/2026	60		—		—		0.00	%
Stax Holding Company, LLC	First lien senior secured term loan	S +	5.00%	9.45%	7/28/2023	10/29/2026	616		615		614		0.04	%
									35,759		35,552		2.06	%
Real estate management and development
BBG, Inc (28)	First lien senior secured revolving loan	S +	6.75%	11.31%	7/28/2023	1/8/2026	$	233	$	223	$	218	0.01	%
BBG, Inc	First lien senior secured term loan	S +	6.50% + 0.25% PIK	11.31%	7/28/2023	1/8/2026	1,975		1,918		1,882		0.11	%
MetaSource, LLC	First lien senior secured revolving loan	S +	6.75%	11.19%	7/28/2023	5/17/2027	75		21		21		0.00	%
MetaSource, LLC	First lien senior secured term loan	S +	6.25% + 0.50% PIK	11.31%	7/28/2023	5/17/2027	922		915		913		0.05	%
									3,077		3,034		0.17	%
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP	First lien senior secured revolving loan	S +	6.00%	10.45%	7/28/2023	9/2/2026	$	45	$	34	$	34	0.00	%
Altamira Material Solutions, LP	First lien senior secured term loan	S +	6.00%	10.45%	7/28/2023	9/2/2026	1,015		1,010		1,009		0.06	%
									1,044		1,043		0.06	%
Software
AFFINITIV INC	First lien senior secured revolving loan	S +	7.00%	11.57%	7/28/2023	7/26/2027	$	186	$	23	$	23	0.00	%
AFFINITIV INC	First lien senior secured term loan	S +	7.00%	11.56%	7/28/2023	7/26/2027	2,235		2,216		2,215		0.13	%
Genius Bidco, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.55%	5/1/2024	5/1/2030	4,661		(39)		(31)		0.00	%
Genius Bidco, LLC (29)	First lien senior secured revolving loan	S +	5.25%	9.57%	5/1/2024	5/1/2030	3,571		416		421		0.02	%
Genius Bidco, LLC	First lien senior secured term loan	S +	5.25%	9.55%	5/1/2024	5/1/2030	12,616		12,394		12,421		0.72	%
GPSTrackit Holdings, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.30%	3/29/2024	3/29/2029	1,963		1,923		1,925		0.11	%
GPSTrackit Holdings, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.30%	3/29/2024	3/29/2029	4,429		(86)		(85)		0.00	%
GPSTrackit Holdings, LLC	First lien senior secured term loan	S +	6.00%	10.30%	3/29/2024	3/29/2029	32,401		31,751		31,776		1.84	%
GS XX Corporation (6)	First lien senior secured revolving loan	S +	4.75%	9.05%	4/19/2024	4/19/2029	2,381		(39)		(36)		0.00	%
GS XX Corporation	First lien senior secured term loan	S +	4.75%	9.05%	4/19/2024	4/19/2029	16,821		16,538		16,563		0.96	%

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 March 31, 2025

(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
Shasta Buyer, LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.05%	11/12/2024	11/12/2030	4,307		(59)		(52)		0.00	%
Shasta Buyer, LLC	First lien senior secured term loan	S +	4.75%	9.05%	11/12/2024	11/12/2030	20,344		20,062		20,099		1.16	%
ShiftKey, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.31%	7/28/2023	6/21/2027	110		(1)		(2)		0.00	%
ShiftKey, LLC	First lien senior secured term loan	S +	5.75%	10.31%	7/28/2023	6/21/2027	3,656		3,639		3,584		0.21	%
									88,738		88,821		5.15	%
Specialty retail
Dykstras Auto LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.81%	7/28/2023	10/22/2026	$	331	$	252	$	251	0.01	%
Dykstras Auto LLC	First lien senior secured revolving loan	S +	6.25%	10.81%	7/28/2023	10/22/2026	38		32		32		0.00	%
Dykstras Auto LLC	First lien senior secured term loan	S +	6.25%	10.81%	7/28/2023	10/22/2026	619		614		613		0.04	%
Fastlap, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.78%	6/20/2024	6/20/2029	14,130		(240)		(221)		(0.01)	%
Fastlap, LLC	First lien senior secured revolving loan	P +	4.50%	12.00%	6/20/2024	6/20/2029	2,256		2,218		2,221		0.13	%
Fastlap, LLC	First lien senior secured term loan	S +	5.50%	9.78%	6/20/2024	6/20/2029	10,017		9,840		9,859		0.57	%
Kaizen Auto Care, LLC	First lien senior secured revolving loan	5.00%		5.00%	3/1/2024	12/22/2026	152		69		38		0.00	%
Kaizen Auto Care, LLC	First lien senior secured term loan	5.00%		5.00%	7/28/2023	12/22/2027	1,349		1,339		1,076		0.06	%
Leonard Group, Inc	First lien senior secured revolving loan	S +	6.50%	11.06%	7/28/2023	2/26/2027	234		76		77		0.00	%
Leonard Group, Inc	First lien senior secured term loan	S +	6.50%	11.06%	7/28/2023	2/26/2027	1,308		1,297		1,305		0.08	%
Pink Lily Holdings, LLC (6)	First lien senior secured revolving loan	S +	0.25% + 7.00% PIK	11.25%	7/28/2023	11/16/2027	31		—		(3)		0.00	%
Pink Lily Holdings, LLC	First lien senior secured term loan	S +	0.25% + 7.00% PIK	11.25%	7/28/2023	11/16/2027	1,333		1,310		1,215		0.07	%
									16,807		16,463		0.95	%
Textiles, apparel and luxury goods
Lakeshirts LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.32%	12/30/2024	12/20/2030	$	7,989	$	(38)	$	(38)	0.00	%
Lakeshirts LLC	First lien senior secured revolving loan	S +	5.00%	9.32%	12/30/2024	12/30/2030	11,650		4,839		4,839		0.28	%
Lakeshirts LLC	First lien senior secured term loan	S +	5.00%	9.32%	12/30/2024	12/30/2030	30,069		29,784		29,784		1.72	%
									34,585		34,585		2.00	%
Trading companies and distributors
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	9.80%	7/28/2023	4/9/2027	$	229	$	226	$	227	0.01	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	9.75%	7/28/2023	4/9/2027	100		99		99		0.01	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	9.81%	12/12/2023	4/9/2027	4,128		4,077		4,087		0.24	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	9.82%	7/1/2024	4/9/2027	10,255		42		51		0.00	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	9.79%	7/28/2023	4/9/2027	344		339		340		0.02	%
AFC-Dell Holding Corp (30)	First lien senior secured revolving loan	S +	5.50%	9.82%	7/28/2023	10/9/2026	156		14		14		0.00	%
AFC-Dell Holding Corp	First lien senior secured term loan	S +	5.50%	9.79%	7/28/2023	4/9/2027	5,461		5,397		5,406		0.31	%

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 March 31, 2025

(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
American Equipment Systems LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.73%	7/28/2023	5/19/2025	37	37	36	0.00	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	10.74%	7/28/2023	11/5/2026	70	69	69	0.00	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	10.74%	3/15/2024	11/5/2026	932	921	922	0.05	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	10.73%	7/28/2023	11/5/2026	316	312	312	0.02	%
Ascent Lifting, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.67%	9/9/2022	9/9/2027	2,500	(41)	(40)	0.00	%
Ascent Lifting, Inc	First lien senior secured term loan	S +	5.25%	9.67%	9/9/2022	9/9/2027	16,977	16,664	16,688	0.97	%
AWI Group, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.05%	8/1/2024	8/1/2029	4,477	3,932	3,938	0.23	%
AWI Group, LLC	First lien senior secured revolving loan	S +	5.75%	10.05%	8/1/2024	8/1/2029	10,420	3,154	3,168	0.18	%
AWI Group, LLC	First lien senior secured term loan	S +	5.75%	10.05%	8/1/2024	8/1/2029	55,061	54,102	54,097	3.13	%
Banner Buyer, LLC	First lien senior secured delayed draw term loan	S +	2.75% + 3.50% PIK	11.70%	7/28/2023	5/31/2026	562	560	539	0.03	%
Banner Buyer, LLC	First lien senior secured revolving loan	S +	2.75% + 3.50% PIK	11.70%	7/28/2023	5/31/2026	370	(1)	(14)	0.00	%
Banner Buyer, LLC	First lien senior secured term loan	S +	2.75% + 3.50% PIK	11.70%	7/28/2023	5/31/2026	1,353	1,350	1,299	0.08	%
CAP KSI Holdings LLC (31)	First lien senior secured revolving loan	S +	5.25%	9.56%	6/28/2024	6/28/2030	7,145	2,764	2,774	0.16	%
CAP KSI Holdings LLC	First lien senior secured term loan	S +	5.25%	9.55%	6/28/2024	6/28/2030	51,446	50,744	50,842	2.94	%
Eastern Communications Solutions, Inc. (6)	First lien senior secured revolving loan	S +	5.25%	9.55%	12/30/2024	12/30/2030	3,240	(47)	(47)	0.00	%
Eastern Communications Solutions, Inc.	First lien senior secured term loan	S +	5.25%	9.55%	12/30/2024	12/30/2030	12,580	12,398	12,398	0.72	%
Empire Equipment Company, LLC	First lien senior secured revolving loan	S +	6.25%	10.69%	7/28/2023	1/17/2026	439	187	186	0.01	%
Empire Equipment Company, LLC	First lien senior secured term loan	S +	6.25%	10.69%	7/28/2023	1/17/2026	1,649	1,644	1,640	0.09	%
Lehman Pipe Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.31%	8/30/2024	8/30/2030	5,309	(96)	(88)	(0.01)	%
Lehman Pipe Buyer, LLC	First lien senior secured term loan	5.00%		9.31%	8/30/2024	8/30/2030	29,476	28,940	28,997	1.68	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.20%	12/1/2023	8/5/2028	4,672	4,581	4,638	0.27	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.04%	8/5/2022	8/5/2028	2,667	2,631	2,647	0.15	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.01%	8/5/2022	8/5/2028	2,687	2,648	2,668	0.14	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.06%	8/5/2022	8/5/2028	3,185	3,155	3,162	0.18	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.00%	3/29/2024	8/5/2028	7,190	7,049	7,138	0.41	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	9.97%	10/31/2024	8/5/2028	8,438	6,640	6,655	0.39	%
NEFCO Holding Company, LLC	First lien senior secured revolving loan	P +	4.75%	12.25%	8/5/2022	8/5/2028	7,269	1,662	1,698	0.10	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.01%	12/1/2023	8/5/2028	652	639	648	0.04	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.03%	8/13/2024	8/5/2028	2,577	2,557	2,559	0.15	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	9.99%	10/31/2024	8/5/2028	3,411	3,379	3,386	0.20	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.00%	8/5/2022	8/5/2028	17,517	17,157	17,391	1.01	%
Triad Technologies, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.70%	7/28/2023	6/8/2026	332	(3)	(3)	0.00	%

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

31

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(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
Triad Technologies, LLC	First lien senior secured term loan	S +	5.25%	9.70%	7/28/2023	6/8/2026	1,189		1,181		1,179		0.07	%
Value Added Distributors, LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.05%	12/19/2024	12/19/2029	3,768		(56)		(47)		0.00	%
Value Added Distributors, LLC	First lien senior secured term loan	S +	4.75%	9.05%	12/19/2024	12/19/2029	11,238		11,082		11,098		0.64	%
Vintage Parts, Inc	First lien senior secured revolving loan	S +	5.75%	10.05%	3/28/2025	3/28/2029	1,564		469		469		0.03	%
Vintage Parts, Inc	First lien senior secured term loan	S +	5.75%	10.05%	3/28/2025	3/28/2029	16,592		16,385		16,384		0.95	%
Wolf Gordon Inc (6)	First lien senior secured revolving loan	P +	4.25%	11.75%	5/1/2024	5/1/2029	3,809		(62)		(57)		0.00	%
Wolf Gordon Inc	First lien senior secured term loan	S +	5.25%	9.55%	5/1/2024	5/1/2029	19,422		19,105		19,136		1.10	%
									287,986		288,689		16.70	%
Water utilities
Diamondback Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.29%	10/15/2024	7/22/2026	$	3,661	$	3,632	$	3,642	0.21	%
Diamondback Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.30%	7/28/2023	7/22/2026	75		—		—		0.00	%
Diamondback Buyer, LLC	First lien senior secured term loan	S +	5.00%	9.30%	7/28/2023	7/22/2026	1,417		1,411		1,409		0.07	%
									5,043		5,051		0.28	%
Total non-controlled/non-affiliated senior secured debt									$	3,304,409	$	3,298,945	190.87	%
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	$	16	$	15	$	16	0.01	%
Total non-controlled/non-affiliated sponsor subordinated notes									15		16		0.01	%
Total non-controlled/non-affiliated investments									$	3,304,424	$	3,298,961	190.88	%
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (31)(32)(33)	Equity - 15.42% membership interest								$	77,838	$	85,539	4.95	%
Twin Brook Segregated Equity Holdings, LLC (31)(32)(33)	Equity - 2.11% membership interest								19		19		0.00	%
Total non-controlled/affiliated investments									77,857		85,558		4.95	%
Total investments									$	3,382,281	$	3,384,519	195.83	%

(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 (“$”) unless otherwise noted, such as Canadian Dollars (“C$”).

(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 Average (“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 March 31, 2025, the reference rates for the floating rate loans were the Term SOFR of 4.41%, the Prime Rate of 7.50%, and the Term CORRA of 2.77%. In some circumstances, interest may be paid-in-kind (“PIK”) rather than cash, resulting in an increased principal amount.

(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of March 31, 2025. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.

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

32

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

(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 March 31, 2025, non-qualifying assets represented approximately 4.41% of the total assets of the Company.

(8)Indicates Loan was on non-accrual status as of March 31, 2025.

(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 $175,771 on which the borrower pays 5.25%.

(14)Principal balance includes reserve for letter of credit of $322,225 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 $6,550 on which the borrower pays 6.00%.

(18)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.25%.

(19)Principal balance includes reserve for letter of credit of $16,960 on which the borrower pays 5.75%.

(20)Principal balance includes reserve for letter of credit of $1,803 on which the borrower pays 6.00%.

(21)Principal balance includes reserve for letter of credit of $168,934 on which the borrower pays 6.00%.

(22)Principal balance includes reserve for letter of credit of $605,383 on which the borrower pays 6.00%.

(23)Principal balance includes reserve for letter of credit of $948,688 on which the borrower pays 5.50%.

(24)Principal balance includes reserve for letter of credit of $5,625 on which the borrower pays 6.00%.

(25)Principal balance includes reserve for letter of credit of $429,910 on which the borrower pays 5.50%.

(26)Principal balance includes reserve for letter of credit of $62,209 on which the borrower pays 5.00%.

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

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

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

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

(31)Principal balance includes reserve for letter of credit of $505,140 on which the borrower pays 5.25%.

(32)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.

(33)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 March 31, 2025, the aggregate fair value of these securities is $85,558 or 4.95% of the Company's net assets.

(34)Non-income producing investment.

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

33

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Foreign currency forward contracts
Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation/ (Depreciation)
Wells Fargo Bank, National Association	USD 424	CAD 608	1/24/2025	$	1
Total				$	1
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	Series A, Tranche A Notes	7.6900%	S + 3.547%	3/19/2027	$	90,000	$	605	$	—	$	605
Morgan Stanley Capital Services, LLC	Series A, Tranche B Notes	7.7800%	S + 3.8660%	3/19/2029	150,000		1,458		—		1,458
MUFG Bank, Ltd.	Series B, Tranche A Notes	6.4200%	S + 3.1224%	10/15/2028	20		(311)		—		(311)
MUFG Bank, Ltd.	Series B, Tranche A Notes	6.4200%	S + 3.1158%	10/15/2028	65		(998)		—		(998)
Wells Fargo Bank, N.A.	Series B, Tranche C Notes	6.5200%	S + 3.1810%	10/15/2029	100		(1,819)		—		(1,819)
Morgan Stanley Capital Services, LLC	Series B, Tranche C Notes	6.5200%	S + 3.3840%	10/15/2029	50		(1,088)		—		(1,088)
MUFG Bank, Ltd.	Series B, Tranche C Notes	6.5200%	S + 3.2432%	10/15/2029	50		(1,069)		—		(1,069)
MUFG Bank, Ltd.	Series B, Tranche C Notes	6.5200%	S + 3.2659%	10/15/2029	90		(2,005)		—		(2,005)
Total							$	(5,227)	$	—	$	(5,227)

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

34

Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Interest Rate Options
Counterparty	Instrument	Company Receives	Company Sold	Maturity Date	Notional Amount		Fair Value		Upfront Payments/Receipts		Unrealized Appreciation/(Depreciation)
Wells Fargo Bank, N.A.	Sold SOFR Floor with Annnuitized Premium	0.08% Semiannual premium	1.00% 3M SOFR Floor	4/15/2029	$	100,000	234		—		234
Morgan Stanley Capital Services, LLC	Sold SOFR Floor with Annnuitized Premium	0.09% Quarterly premium	1.00% 3M SOFR Floor	4/15/2029	50,000		142		—		142
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.06% Quarterly premium	1.00% 3M SOFR Floor	7/15/2028	20,000		32		—		32
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.09% Quarterly premium	1.00% 3M SOFR Floor	4/15/2029	50,000		117		—		117
Morgan Stanley Capital Services, LLC	Sold SOFR Floor with Annnuitized Premium	0.07% Semiannual premium	1.00% 3M SOFR Floor	12/19/2026	90,000		57		—		57
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.06% Quarterly premium	1.00% 3M SOFR Floor	7/15/2028	65,000		105		—		105
Morgan Stanley Capital Services, LLC	Sold SOFR Floor with Annnuitized Premium	0.11% Semiannual premium	1.00% 3M SOFR Floor	9/19/2028	150,000		350		—		350
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.09% Quarterly premium	1.00% 3M SOFR Floor	4/15/2029	90,000		210		—		210
Total							$	1,247	$	—	$	1,247

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, 2024

(Amounts in thousands)

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 +	5.00%	9.59	%	7/29/2024	7/29/2030	$	3,028	$	(28)	$	(22)	0.00	%
AlphaCoin LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.52	%	7/29/2024	7/29/2030	4,509		(84)		(77)		0.00	%
AlphaCoin LLC	First lien senior secured term loan	S +	5.00%	9.59	%	7/29/2024	7/29/2030	19,933		19,549		19,593		1.27	%
Mattco Forge, Inc (6)	First lien senior secured revolving loan	S +	5.00%	9.35	%	12/19/2024	12/19/2030	4,307		(65)		(65)		0.00	%
Mattco Forge, Inc	First lien senior secured term loan	S +	5.00%	9.35	%	12/19/2024	12/19/2030	46,274		45,583		45,579		2.96	%
										64,955		65,008		4.23	%
Air freight and logistics
Load One Purchaser Corporation	First lien senior secured revolving loan	P +	5.25%	12.75	%	6/21/2022	6/21/2027	$	3,557	$	303	$	306	0.02	%
Load One Purchaser Corporation	First lien senior secured term loan	S +	6.25%	11.14	%	10/23/2024	6/21/2028	997		978		982		0.06	%
Load One Purchaser Corporation	First lien senior secured term loan	S +	6.25%	10.84	%	6/21/2022	6/21/2028	13,999		13,773		13,786		0.89	%
Zipline Logistics, LLC	First lien senior secured revolving loan	S +	6.00%	11.01	%	9/19/2022	9/19/2027	1,687		1,088		1,055		0.07	%
Zipline Logistics, LLC	First lien senior secured revolving loan	S +	4.00% + 2.00% PIK	11.01	%	9/19/2022	9/19/2027	6		6		6		0.00	%
Zipline Logistics, LLC	First lien senior secured term loan	S +	4.00% + 2.00% PIK	11.01	%	9/19/2022	9/19/2027	6,843		6,733		6,610		0.43	%
										22,881		22,745		1.47	%
Auto components
A.P.A. Industries, LLC (6)(9)	First lien senior secured revolving loan	S +	6.00%	10.47	%	1/10/2023	1/10/2028	$	1,523	$	(23)	$	(22)	0.00	%
A.P.A. Industries, LLC	First lien senior secured term loan	S +	6.00%	10.47	%	1/10/2023	1/10/2028	8,529		8,386		8,394		0.54	%
AvCarb, LLC	First lien senior secured delayed draw term loan	S +	2.00%	6.67	%	7/28/2023	11/12/2026	243		240		235		0.02	%
AvCarb, LLC	First lien senior secured revolving loan	S +	7.00%	11.71	%	7/28/2023	11/12/2026	38		5		4		—	%
AvCarb, LLC	First lien senior secured term loan	S +	2.00%	6.67	%	7/28/2023	11/12/2026	519		514		501		0.03	%
Bestop, Inc (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.58	%	3/29/2024	3/29/2029	6,774		(115)		(102)		(0.01)	%
Bestop, Inc	First lien senior secured revolving loan	S +	5.25%	9.72	%	3/29/2024	3/29/2029	7,081		1,119		1,133		0.07	%
Bestop, Inc	First lien senior secured term loan	S +	5.25%	9.58	%	3/29/2024	3/29/2029	44,026		43,252		43,365		2.81	%
BSC ASI BUYER, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.33	%	12/31/2024	12/31/2027	3,661		(37)		(37)		0.00	%
BSC ASI BUYER, LLC	First lien senior secured term loan	S +	5.00%	9.33	%	12/31/2024	12/31/2027	29,825		29,527		29,527		1.92	%
Certified Collision Group Acquisition Corp (6)	First lien senior secured revolving loan	S +	5.00%	9.33	%	7/28/2023	5/17/2027	19		—		—		0.00	%
Certified Collision Group Acquisition Corp	First lien senior secured term loan	S +	5.00%	9.33	%	7/28/2023	5/17/2027	1,103		1,094		1,093		0.07	%
Raneys, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.29	%	2/17/2023	6/7/2027	4,835		4,762		4,774		0.31	%

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, 2024

(Amounts in thousands)

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
Raneys, LLC (6)	First lien senior secured revolving loan	S +	5.75%		10.19	%	6/7/2022	6/7/2027	1,964		(27)		(25)		0.00	%
Raneys, LLC	First lien senior secured term loan	S +	5.75%		10.19	%	6/7/2022	6/7/2027	13,453		13,262		13,285		0.86	%
Vehicle Accessories, Inc (6)	First lien senior secured revolving loan	S +	5.25%		9.72	%	7/28/2023	11/30/2026	877		(9)		(9)		0.00	%
Vehicle Accessories, Inc	First lien senior secured term loan	S +	5.25%		9.72	%	7/28/2023	11/30/2026	11,238		11,128		11,120		0.72	%
											113,078		113,236		7.34	%
Building products
US Anchors Group Inc (6)	First lien senior secured revolving loan	S +	5.00	%	9.33	%	7/15/2024	7/15/2029	3,275		(59)		(55)		0.00	%
US Anchors Group Inc	First lien senior secured term loan	S +	5.00	%	9.33	%	7/15/2024	7/15/2029	17,573		17,242		17,274		1.12	%
											17,183		17,219		1.12	%
Chemicals
AM Buyer, LLC	First lien senior secured revolving loan	S +	6.75%		11.62	%	7/28/2023	5/1/2025	$	111	$	79	$	79	0.01	%
AM Buyer, LLC	First lien senior secured term loan	S +	6.75%		11.34	%	7/28/2023	5/1/2025	460		459		459		0.03	%
Answer Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.00%		10.48	%	7/28/2023	12/30/2026	759		(8)		(6)		0.00	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	6.00%		10.48	%	7/28/2023	12/30/2026	1,665		1,655		1,651		0.11	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	6.00%		10.48	%	1/16/2024	12/30/2026	851		842		845		0.05	%
Answer Acquisition, LLC	First lien senior secured term loan	S +	6.00%		10.48	%	6/7/2024	12/30/2026	9,923		9,763		9,845		0.64	%
Custom Agronomics Holdings, LLC	First lien senior secured revolving loan	S +	6.50%		11.09	%	8/30/2022	8/26/2027	2,357		1,543		1,541		0.10	%
Custom Agronomics Holdings, LLC	First lien senior secured term loan	S +	6.50%		11.09	%	8/30/2022	8/26/2027	4,082		4,026		4,030		0.26	%
Custom Agronomics Holdings, LLC	First lien senior secured term loan	S +	6.50%		11.09	%	3/25/2024	8/26/2027	2,517		2,485		2,485		0.16	%
Polycorp Ltd (6)	First lien senior secured delayed draw term loan	S +	5.75%		10.11	%	1/24/2024	1/24/2030	14,860		(126)		(98)		(0.01)	%
Polycorp Ltd (6)	First lien senior secured revolving loan	S +	5.75%		10.11	%	1/24/2024	1/24/2030	3,723		(63)		(58)		—	%
Polycorp Ltd	First lien senior secured term loan	S +	5.75%		10.11	%	1/24/2024	1/24/2030	18,055		17,785		17,759		1.15	%
Teel Plastics, LLC (6)	First lien senior secured revolving loan	P +	4.00%		11.50	%	7/28/2023	1/24/2025	324		—		—		—	%
Teel Plastics, LLC	First lien senior secured term loan	S +	5.00%		9.47	%	7/28/2023	1/24/2025	1,751		1,751		1,750		0.11	%
											40,191		40,282		2.61	%
Commercial services and supplies
Alliance Environmental Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%		10.59	%	7/28/2023	12/30/2027	$	57	$	56	$	44	0.00	%
Alliance Environmental Group, LLC	First lien senior secured revolving loan	S +	6.00%		10.59	%	7/28/2023	12/30/2027	38		37		29		0.00	%
Alliance Environmental Group, LLC	First lien senior secured term loan	S +	6.00%		10.59	%	7/28/2023	12/30/2027	2,255		2,213		1,771		0.11	%
CARDS Acquisition, Inc (6)	First lien senior secured delayed draw term loan	S +	5.25%		9.58	%	8/12/2024	8/12/2029	23,837		(439)		(405)		(0.03)	%
CARDS Acquisition, Inc	First lien senior secured revolving loan	S +	5.25%		9.65	%	8/12/2024	8/12/2029	8,843		5,506		5,518		0.36	%
CARDS Acquisition, Inc	First lien senior secured term loan	S +	5.25%		9.58	%	8/12/2024	8/12/2029	41,214		40,435		40,503		2.63	%
Edko Acquisition, LLC (10)	First lien senior secured revolving loan	S +	6.00%		10.59	%	7/28/2023	6/25/2026	38		11		11		0.00	%
Edko Acquisition, LLC	First lien senior secured term loan	S +	6.00%		10.59	%	7/28/2023	6/25/2026	1,111		1,105		1,102		0.07	%
Franchise Fastlane, LLC (6)	First lien senior secured revolving loan	S +	5.25%		9.72	%	7/28/2023	5/2/2027	15		—		—		0.00	%
Franchise Fastlane, LLC	First lien senior secured term loan	S +	5.25%		9.72	%	7/28/2023	5/2/2027	1,121		1,112		1,110		0.07	%
Gold Medal Holdings, Inc (6)	First lien senior secured delayed draw term loan	S +	5.75%		10.08	%	6/14/2024	3/17/2027	2,831		(23)		(19)		0.00	%

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, 2024

(Amounts in thousands)

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
Gold Medal Holdings, Inc (11)	First lien senior secured revolving loan	S +	5.75%	10.08	%	7/28/2023	3/17/2027	1,444		277		279		0.02	%
Gold Medal Holdings, Inc	First lien senior secured term loan	S +	5.75%	10.08	%	7/28/2023	3/17/2027	12,086		11,989		12,005		0.78	%
Green Monster Acquisition, LLC	First lien senior secured revolving loan	S +	6.00%	10.78	%	7/28/2023	12/28/2026	38		37		37		0.00	%
Green Monster Acquisition, LLC	First lien senior secured term loan	S +	6.00%	10.78	%	7/28/2023	12/28/2026	1,146		1,139		1,136		0.07	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.72	%	7/28/2023	3/31/2028	94		93		93		0.01	%
HLSG Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.72	%	10/6/2023	3/31/2028	352		347		350		0.02	%
HLSG Intermediate, LLC	First lien senior secured revolving loan	S +	6.25%	10.72	%	7/28/2023	3/31/2028	60		43		43		0.00	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	6.25%	10.72	%	7/28/2023	3/31/2028	639		628		635		0.04	%
HLSG Intermediate, LLC	First lien senior secured term loan	S +	6.25%	10.72	%	10/6/2023	3/31/2028	984		981		979		0.06	%
Industrial Air Flow Dynamics, Inc	First lien senior secured revolving loan	S +	6.25%	10.95	%	8/5/2022	8/5/2028	2,537		2,507		2,510		0.16	%
Industrial Air Flow Dynamics, Inc	First lien senior secured term loan	S +	6.25%	10.99	%	8/5/2022	8/5/2028	18,461		18,223		18,260		1.18	%
Nimlok Company, LLC (6)(12)	First lien senior secured revolving loan	S +	5.50%	10.09	%	7/28/2023	11/27/2025	320		(1)		(1)		0.00	%
Nimlok Company, LLC	First lien senior secured term loan	S +	5.50%	10.09	%	7/28/2023	11/27/2025	2,606		2,598		2,595		0.17	%
Nimlok Company, LLC	First lien senior secured term loan	S +	5.50%	10.35	%	5/1/2024	11/27/2025	3,104		3,089		3,090		0.20	%
Polaris Labs Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.77	%	9/17/2024	9/17/2029	2,123		(40)		(37)		0.00	%
Polaris Labs Acquisition, LLC	First lien senior secured term loan	S +	5.25%	9.77	%	9/17/2024	9/17/2029	6,442		6,320		6,329		0.41	%
PRA Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	10.98	%	7/28/2023	5/12/2028	56		(1)		(1)		0.00	%
PRA Acquisition, LLC	First lien senior secured term loan	S +	6.50%	10.98	%	7/28/2023	5/12/2028	599		588		587		0.04	%
Quality Liaison Services of North America, Inc (6)	First lien senior secured revolving loan	S +	6.00%	10.74	%	5/2/2023	5/2/2028	1,629		(27)		(26)		0.00	%
Quality Liaison Services of North America, Inc	First lien senior secured term loan	S +	6.00%	10.74	%	5/2/2023	5/2/2028	12,564		12,347		12,358		0.80	%
Steel City Wash, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.59	%	7/28/2023	12/27/2026	140		139		139		0.01	%
Steel City Wash, LLC	First lien senior secured revolving loan	S +	6.00%	10.59	%	7/28/2023	12/27/2026	38		26		26		0.00	%
Steel City Wash, LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	12/27/2026	5,557		5,524		5,533		0.36	%
										116,839		116,583		7.54	%
Construction and engineering
BCI Burke Holding Corp	First lien senior secured delayed draw term loan	S +	5.75%	10.08	%	7/28/2023	12/14/2027	$	1,572	$	1,554	$	1,558	0.10	%
BCI Burke Holding Corp (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.08	%	10/10/2024	12/14/2027	6,588		(61)		(61)		0.00	%
BCI Burke Holding Corp (6)	First lien senior secured revolving loan	S +	5.75%	10.08	%	7/28/2023	12/14/2027	2,447		(25)		(23)		0.00	%
BCI Burke Holding Corp	First lien senior secured term loan	S +	5.75%	10.08	%	7/28/2023	12/14/2027	6,484		6,413		6,424		0.42	%
BCI Burke Holding Corp	First lien senior secured term loan	S +	5.75%	10.08	%	10/10/2024	12/14/2027	11,942		11,834		11,831		0.77	%
Highland Acquisition, Inc	First lien senior secured revolving loan	S +	5.25%	9.61	%	7/28/2023	3/9/2027	2,213		414		412		0.03	%
Highland Acquisition, Inc	First lien senior secured term loan	S +	5.25%	9.61	%	7/28/2023	3/9/2027	10,836		10,692		10,688		0.69	%
Ironhorse Purchaser, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.61	%	9/30/2022	9/30/2027	9,225		9,125		9,178		0.60	%
Ironhorse Purchaser, LLC (13)	First lien senior secured revolving loan	S +	5.25%	9.61	%	9/30/2022	9/30/2027	5,813		1,813		1,830		0.12	%
Ironhorse Purchaser, LLC	First lien senior secured term loan	S +	5.25%	9.61	%	9/30/2022	9/30/2027	29,993		29,615		29,653		1.92	%

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, 2024

(Amounts in thousands)

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
Rose Paving, LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.33	%	11/27/2024	11/7/2029	3,741		1,001		981		0.06	%
Rose Paving, LLC	First lien senior secured revolving loan	S +	5.00%	9.52	%	11/7/2022	11/7/2028	8,626		3,238		3,260		0.21	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.00%	9.52	%	11/7/2022	11/7/2028	17,251		16,918		16,996		1.10	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.00%	9.52	%	5/1/2024	11/7/2028	1,785		1,746		1,759		0.11	%
Rose Paving, LLC	First lien senior secured term loan	S +	5.00%	9.52	%	11/27/2024	11/7/2029	13,155		12,962		12,961		0.84	%
										107,239		107,447		6.97	%
Containers and packaging
Bulk Lift International, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.84	%	7/28/2023	11/15/2027	$	126	$	124	$	124	0.01	%
Bulk Lift International, LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.84	%	11/15/2022	11/15/2027	1,801		(28)		(30)		0.00	%
Bulk Lift International, LLC	First lien senior secured term loan	S +	6.25%	10.84	%	11/15/2022	11/15/2027	8,124		7,978		7,987		0.52	%
Innovative FlexPak, LLC (8)	First lien senior secured revolving loan	S +	7.00%	11.47	%	7/28/2023	1/23/2026	627		313		127		0.01	%
Innovative FlexPak, LLC (8)	First lien senior secured term loan	S +	7.00%	11.47	%	7/28/2023	1/23/2026	2,616		2,274		1,499		0.10	%
Innovative FlexPak, LLC (8)	First lien senior secured term loan	S +	20.00% PIK	20.00	%	7/28/2023	1/23/2026	735		567		421		0.03	%
Johns Byrne LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.33	%	8/31/2023	8/31/2029	2,578		(49)		(47)		0.00	%
Johns Byrne LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.33	%	8/31/2023	8/31/2029	1,460		(28)		(27)		0.00	%
Johns Byrne LLC	First lien senior secured term loan	S +	6.00%	10.33	%	8/31/2023	8/31/2029	9,547		9,354		9,362		0.61	%
K-1 Packaging Group LLC	First lien senior secured revolving loan	S +	6.25%	10.70	%	10/6/2022	10/6/2027	6,748		75		80		0.01	%
K-1 Packaging Group LLC	First lien senior secured term loan	S +	6.25%	10.84	%	10/6/2022	10/6/2027	31,086		30,586		30,635		1.99	%
MRC Keeler Acquisition LLC	First lien senior secured delayed draw term loan	S +	6.00% + 0.50% PIK	10.98	%	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%	10.48	%	7/28/2023	12/4/2025	150		(1)		(5)		0.00	%
MRC Keeler Acquisition LLC	First lien senior secured term loan	S +	6.00% + 0.50% PIK	10.98	%	7/28/2023	12/4/2025	908		904		879		0.06	%
Sixarp, LLC	First lien senior secured revolving loan	S +	5.50%	10.13	%	8/5/2022	8/5/2027	3,732		1,641		1,644		0.11	%
Sixarp, LLC	First lien senior secured term loan	S +	5.50%	10.09	%	8/5/2022	8/5/2027	19,428		19,180		19,199		1.25	%
Vanguard Packaging, LLC	First lien senior secured revolving loan	S +	5.00%	9.47	%	3/29/2024	8/9/2026	4,408		565		571		0.04	%
Vanguard Packaging, LLC	First lien senior secured term loan	S +	5.00%	9.47	%	3/29/2024	8/9/2026	10,194		10,139		10,143		0.66	%
										83,598		82,566		5.40	%
Distributors
RTP Acquisition, LLC	First lien senior secured revolving loan	S +	3.50% + 2.25% PIK	13.25	%	7/28/2023	8/17/2026	$	38	$	22	$	22	0.00	%
RTP Acquisition, LLC	First lien senior secured term loan	S +	4.50% + 2.25% PIK	13.85	%	7/28/2023	8/17/2026	2,715		2,670		2,642		0.17	%
										2,692		2,664		0.17	%
Diversified consumer services

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, 2024

(Amounts in thousands)

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
50Floor, LLC	First lien senior secured revolving loan	S +	3.00% + 3.00% PIK	10.48	%	7/28/2023	12/31/2025	$	206	$	57	$	28	0.00	%
50Floor, LLC	First lien senior secured term loan	S +	3.00% + 3.00% PIK	10.48	%	7/28/2023	12/31/2026	1,055		1,034		898		0.06	%
ACES Intermediate, Inc (6)	First lien senior secured revolving loan	S +	5.50%	9.97	%	7/27/2022	7/27/2027	7,114		(73)		(67)		0.00	%
ACES Intermediate, Inc	First lien senior secured term loan	S +	5.50%	9.97	%	7/27/2022	7/27/2027	30,388		30,028		30,049		1.95	%
CL Services Acquisition, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.86	%	4/25/2023	4/25/2028	7,205		5,645		5,651		0.37	%
CL Services Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%	10.99	%	5/7/2024	4/25/2028	8,474		(142)		(151)		(0.01)	%
CL Services Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.92	%	4/25/2023	4/25/2028	1,629		(30)		(29)		0.00	%
CL Services Acquisition, LLC	First lien senior secured term loan	S +	6.25%	10.99	%	4/25/2023	4/25/2028	10,118		9,906		9,938		0.64	%
Esquire Deposition Solutions, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.58	%	12/30/2022	12/30/2027	6,966		6,843		6,892		0.45	%
Esquire Deposition Solutions, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.58	%	9/20/2023	12/30/2027	6,741		6,635		6,670		0.43	%
Esquire Deposition Solutions, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.58	%	12/30/2022	12/30/2027	7,666		(122)		(82)		(0.01)	%
Esquire Deposition Solutions, LLC	First lien senior secured term loan	S +	5.25%	9.58	%	12/30/2022	12/30/2027	48,234		47,411		47,720		3.10	%
Harley Exteriors Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.09	%	8/2/2024	8/1/2029	3,929		(72)		(66)		0.00	%
Harley Exteriors Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.09	%	8/2/2024	8/2/2029	1,322		(24)		(22)		0.00	%
Harley Exteriors Acquisition, LLC	First lien senior secured term loan	S +	5.50%	10.09	%	8/2/2024	8/2/2029	8,524		8,364		8,377		0.54	%
Home Brands Group Holdings, Inc (6)	First lien senior secured revolving loan	S +	4.75%	9.49	%	7/28/2023	11/8/2026	48		—		—		—	%
Home Brands Group Holdings, Inc	First lien senior secured term loan	S +	4.75%	9.49	%	7/28/2023	11/8/2026	1,534		1,526		1,522		0.10	%
HTI Intermediate, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.47	%	3/1/2024	3/1/2030	2,354		(20)		(16)		0.00	%
HTI Intermediate, LLC	First lien senior secured revolving loan	S +	5.00%	9.44	%	3/1/2024	3/1/2030	1,573		130		132		0.01	%
HTI Intermediate, LLC	First lien senior secured term loan	S +	5.00%	9.47	%	3/1/2024	3/1/2030	5,059		4,969		4,980		0.32	%
ISSA, LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.58	%	7/28/2023	3/1/2027	131		(2)		(2)		—	%
ISSA, LLC	First lien senior secured term loan	S +	6.25%	10.58	%	7/28/2023	3/1/2027	1,839		1,817		1,813		0.12	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.87	%	11/13/2023	12/29/2026	7,032		5,775		5,814		0.38	%
Juniper Landscaping Holdings LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.85	%	7/28/2023	12/29/2026	86		86		86		0.01	%
Juniper Landscaping Holdings LLC (14)	First lien senior secured revolving loan	S +	6.25%	10.81	%	7/28/2023	12/29/2026	820		345		349		0.02	%
Juniper Landscaping Holdings LLC	First lien senior secured term loan	S +	6.25%	10.84	%	7/28/2023	12/29/2026	3,002		2,971		2,977		0.19	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured delayed draw term loan	S +	5.00%	9.33	%	10/24/2023	10/24/2028	4,566		4,450		4,510		0.29	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured delayed draw term loan	S +	5.00%	9.37	%	11/22/2024	10/24/2028	13,962		3,227		3,227		0.21	%
Lawn Care Holdings Purchaser, Inc (6)	First lien senior secured revolving loan	S +	5.00%	9.44	%	10/24/2023	10/24/2028	2,698		(44)		(33)		—	%
Lawn Care Holdings Purchaser, Inc	First lien senior secured term loan	S +	5.00%	9.44	%	10/24/2023	10/24/2028	7,192		7,057		7,104		0.46	%

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, 2024

(Amounts in thousands)

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
PPW Acquisition, LLC	First lien senior secured revolving loan	S +	6.75%	11.72	%	7/28/2023	9/30/2026	38		27		26		—	%
PPW Acquisition, LLC	First lien senior secured term loan	S +	4.33% + 2.50% PIK	11.34	%	7/28/2023	9/30/2026	613		600		583		0.04	%
Premier Early Childhood Education Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.59	%	11/22/2023	11/22/2028	10,919		10,692		10,755		0.70	%
Premier Early Childhood Education Partners LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.57	%	9/25/2024	11/22/2028	9,048		2,627		2,651		0.17	%
Premier Early Childhood Education Partners LLC	First lien senior secured revolving loan	S +	6.00%	10.59	%	11/22/2023	11/22/2028	1,380		1,351		1,359		0.09	%
Premier Early Childhood Education Partners LLC	First lien senior secured term loan	S +	6.00%	10.59	%	11/22/2023	11/22/2028	8,229		8,049		8,106		0.53	%
TSR Concrete Coatings, LLC	First lien senior secured revolving loan	S +	6.00%	10.55	%	9/22/2023	9/22/2028	1,534		968		970		0.06	%
TSR Concrete Coatings, LLC	First lien senior secured term loan	S +	6.00%	10.48	%	9/22/2023	9/22/2028	6,148		6,028		6,033		0.39	%
United Land Services Opco Parent, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.59	%	7/28/2023	3/23/2026	1,607		1,376		1,373		0.09	%
United Land Services Opco Parent, LLC (15)	First lien senior secured revolving loan	S +	6.00%	10.33	%	7/28/2023	3/23/2026	150		35		35		—	%
United Land Services Opco Parent, LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	3/23/2026	352		349		349		0.02	%
Yard-Nique, Inc	First lien senior secured delayed draw term loan	S +	7.00%	11.48	%	8/8/2022	4/30/2026	2,568		2,550		2,549		0.17	%
Yard-Nique, Inc	First lien senior secured revolving loan	S +	7.00%	11.48	%	8/8/2022	4/30/2026	1,947		1,117		1,126		0.07	%
Yard-Nique, Inc	First lien senior secured term loan	S +	7.00%	11.48	%	8/8/2022	4/30/2026	7,000		6,940		6,949		0.45	%
										190,456		191,133		12.41	%
Diversified telecommunication services
ISPN Intermediate, LLC	First lien senior secured revolving loan	S +	5.25%	9.61	%	12/6/2024	12/6/2030	$	861	$	131	$	131	0.01	%
ISPN Intermediate, LLC	First lien senior secured term loan	S +	5.25%	9.61	%	12/6/2024	12/6/2030	6,938		6,836		6,834		0.44	%
										6,967		6,965		0.45	%
Electrical equipment
AEP Passion Intermediate Holdings, Inc	First lien senior secured delayed draw term loan	S +	4.60% + 1.90% PIK	10.98	%	7/28/2023	10/5/2027	$	70	$	69	$	69	0.00	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured revolving loan	S +	6.50%	11.13	%	7/28/2023	10/5/2027	48		33		33		0.00	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured revolving loan	S +	4.60% + 1.90% PIK	10.98	%	7/28/2023	10/5/2027	—		—		—		0.00	%
AEP Passion Intermediate Holdings, Inc	First lien senior secured term loan	S +	4.60% + 1.90% PIK	11.17	%	7/28/2023	10/5/2027	1,261		1,240		1,235		0.08	%
BPCP NSA Intermedco, Inc	First lien senior secured delayed draw term loan	S +	4.75%	9.11	%	5/17/2024	5/17/2030	12,275		4,591		4,651		0.30	%
BPCP NSA Intermedco, Inc (6)	First lien senior secured revolving loan	S +	4.75%	9.11	%	5/17/2024	5/17/2030	5,930		(80)		(69)		0.00	%
BPCP NSA Intermedco, Inc	First lien senior secured term loan	S +	4.75%	9.11	%	5/17/2024	5/17/2030	35,013		34,525		34,594		2.24	%
WCI Volt Purchaser, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.72	%	9/15/2022	9/15/2028	2,249		(28)		(25)		0.00	%
WCI Volt Purchaser, LLC	First lien senior secured term loan	S +	5.25%	9.72	%	9/15/2022	9/15/2028	8,828		8,705		8,716		0.57	%
										49,055		49,204		3.19	%
Electronic equipment, instruments and components

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, 2024

(Amounts in thousands)

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
Advanced Lighting Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.22	%	7/28/2023	11/22/2025	$	324	$	—	$	—	0.00	%
Advanced Lighting Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.22	%	7/28/2023	11/22/2025	1,094		1,094		1,093		0.07	%
Nelson Name Plate Company	First lien senior secured delayed draw term loan	S +	5.75%	10.34	%	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%	10.34	%	7/28/2023	10/18/2026	90		(1)		(1)		0.00	%
Nelson Name Plate Company	First lien senior secured term loan	S +	5.75%	10.34	%	7/28/2023	10/18/2026	883		878		874		0.06	%
										2,087		2,082		0.14	%
Food and staples retailing
Ever Fresh Fruit Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.25%	10.71	%	6/5/2024	11/17/2028	$	2,513	$	(44)	$	(41)	0.00	%
Ever Fresh Fruit Company, LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.71	%	11/17/2023	11/17/2028	1,380		(28)		(22)		0.00	%
Ever Fresh Fruit Company, LLC	First lien senior secured term loan	S +	6.25%	10.71	%	11/17/2023	11/17/2028	7,289		7,131		7,171		0.47	%
Mad Rose Company, LLC (16)	First lien senior secured revolving loan	S +	6.25%	11.03	%	7/28/2023	5/7/2026	395		50		50		—	%
Mad Rose Company, LLC	First lien senior secured term loan	S +	6.25%	11.03	%	7/28/2023	5/7/2026	2,898		2,875		2,877		0.19	%
Main Street Gourmet, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.84	%	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%	9.84	%	7/28/2023	11/10/2025	38		—		—		0.00	%
Main Street Gourmet, LLC	First lien senior secured term loan	S +	5.25%	9.84	%	7/28/2023	11/10/2025	1,093		1,091		1,089		0.07	%
NutriScience Innovations, LLC (6)(17)	First lien senior secured revolving loan	S +	6.50%	10.83	%	7/28/2023	4/21/2026	131		(1)		(1)		0.00	%
NutriScience Innovations, LLC	First lien senior secured term loan	S +	6.50%	10.83	%	7/28/2023	4/21/2026	2,336		2,316		2,314		0.15	%
Qin's Buffalo, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.43	%	5/24/2024	5/5/2027	7,933		3,360		3,369		0.22	%
Qin's Buffalo, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.48	%	7/28/2023	5/5/2027	75		74		74		0.00	%
Qin's Buffalo, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.43	%	7/28/2023	5/5/2027	38		(1)		—		0.00	%
Qin's Buffalo, LLC	First lien senior secured term loan	S +	6.00%	10.36	%	7/28/2023	5/5/2027	526		520		520		0.03	%
SCP Beverage Buyer, LLC	First lien senior secured revolving loan	S +	5.75%	10.58	%	7/28/2023	11/24/2026	38		37		37		0.00	%
SCP Beverage Buyer, LLC	First lien senior secured term loan	S +	5.75%	10.60	%	7/28/2023	11/24/2026	7,112		7,064		7,046		0.46	%
Universal Pure, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.56	%	10/31/2022	10/31/2028	363		38		39		0.00	%
Universal Pure, LLC (18)	First lien senior secured revolving loan	S +	6.00%	10.50	%	10/31/2022	10/31/2028	7,142		5,231		5,237		0.34	%
Universal Pure, LLC	First lien senior secured term loan	S +	6.00%	10.48	%	10/31/2022	10/31/2028	17,497		17,157		17,167		1.11	%
										46,911		46,967		3.04	%
Food products
BPCP WLF Intermedco LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.48	%	8/19/2022	8/19/2027	$	5,846	$	(79)	$	(58)	0.00	%
BPCP WLF Intermedco LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.48	%	12/20/2024	8/19/2028	7,615		(76)		(76)		0.00	%
BPCP WLF Intermedco LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.48	%	8/19/2022	8/19/2027	3,383		(46)		(34)		—	%
BPCP WLF Intermedco LLC	First lien senior secured term loan	S +	6.00%	10.48	%	8/19/2022	8/19/2027	24,381		24,020		24,137		1.57	%
Icelandirect, LLC	First lien senior secured revolving loan	S +	6.00%	11.06	%	7/28/2023	7/30/2026	38		32		32		0.00	%
Icelandirect, LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	7/30/2026	700		696		694		0.05	%

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, 2024

(Amounts in thousands)

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
Starwest Botanicals Acquisition, LLC	First lien senior secured revolving loan	S +	5.25%	9.72	%	7/28/2023	4/30/2028	174		81		58		0.00	%
Starwest Botanicals Acquisition, LLC	First lien senior secured term loan	S +	5.25%	9.72	%	7/28/2023	4/30/2028	791		764		661		0.04	%
Sun Orchard, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.96	%	8/2/2024	7/8/2028	6,099		(106)		(87)		(0.01)	%
Sun Orchard, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.96	%	7/8/2022	7/8/2028	5,336		(80)		(77)		0.00	%
Sun Orchard, LLC	First lien senior secured term loan	S +	5.50%	9.96	%	7/8/2022	7/8/2028	26,387		25,933		26,006		1.69	%
Treat Planet Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.09	%	1/11/2023	1/11/2028	1,965		(36)		(34)		—	%
Treat Planet Acquisition, LLC	First lien senior secured term loan	S +	6.50%	11.09	%	1/11/2023	1/11/2028	7,155		7,010		7,015		0.46	%
Westminster Cracker Company, Inc	First lien senior secured revolving loan	S +	6.25%	10.71	%	8/30/2023	8/30/2026	1,534		139		139		0.01	%
Westminster Cracker Company, Inc	First lien senior secured term loan	S +	6.25%	10.71	%	8/30/2023	8/30/2026	9,595		9,489		9,496		0.62	%
										67,741		67,872		4.43	%
Gas utilities
Hydromax USA, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.46	%	7/28/2023	12/30/2026	$	110	$	107	$	108	0.01	%
Hydromax USA, LLC	First lien senior secured revolving loan	S +	6.00%	10.62	%	7/28/2023	12/30/2026	228		40		43		0.00	%
Hydromax USA, LLC	First lien senior secured term loan	S +	6.00%	10.46	%	7/28/2023	12/30/2026	1,191		1,163		1,176		0.08	%
										1,310		1,327		0.09	%
Health care equipment and supplies
626 Holdings Equity LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.85	%	7/28/2023	2/14/2028	$	222	$	220	$	219	0.01	%
626 Holdings Equity LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.85	%	4/15/2024	2/14/2028	36		—		(1)		—	%
626 Holdings Equity LLC	First lien senior secured revolving loan	S +	6.00%	10.97	%	7/28/2023	2/14/2027	75		71		71		—	%
626 Holdings Equity LLC	First lien senior secured term loan	S +	6.00%	10.85	%	7/28/2023	2/14/2028	866		856		853		0.06	%
Alcresta Buyer, Inc (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.02	%	3/12/2024	3/12/2030	14,036		(243)		(222)		(0.01)	%
Alcresta Buyer, Inc (6)	First lien senior secured revolving loan	S +	5.50%	10.02	%	3/12/2024	3/12/2029	2,761		(48)		(44)		—	%
Alcresta Buyer, Inc	First lien senior secured term loan	S +	5.50%	10.02	%	3/12/2024	3/12/2030	13,239		13,007		13,033		0.85	%
EMSAR Acquisition LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.09	%	7/28/2023	3/30/2026	211		210		210		0.01	%
EMSAR Acquisition LLC	First lien senior secured revolving loan	S +	6.50%	11.12	%	7/28/2023	3/30/2026	134		133		133		0.01	%
EMSAR Acquisition LLC	First lien senior secured term loan	S +	6.50%	11.09	%	7/28/2023	3/30/2026	1,026		1,015		1,018		0.07	%
Medical Technology Associates, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.83	%	7/25/2022	7/25/2028	1,966		(34)		(22)		—	%
Medical Technology Associates, LLC	First lien senior secured term loan	S +	5.50%	9.83	%	7/25/2022	7/25/2028	22,705		22,301		22,450		1.46	%
Nasco Healthcare Inc.	First lien senior secured revolving loan	S +	5.75%	10.15	%	12/13/2024	6/30/2028	2,937		925		926		0.06	%
Nasco Healthcare Inc.	First lien senior secured term loan	S +	5.75%	10.15	%	12/13/2024	6/30/2028	11,793		11,676		11,675		0.76	%
NWI Merger Sub, Inc (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.71	%	12/4/2024	12/4/2029	6,438		(127)		(127)		(0.01)	%
NWI Merger Sub, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.71	%	12/4/2024	12/4/2029	2,495		(49)		(49)		—	%
NWI Merger Sub, Inc	First lien senior secured term loan	S +	5.25%	9.71	%	12/4/2024	12/4/2029	16,953		16,619		16,614		1.08	%
Reliable Medical Supply LLC	First lien senior secured delayed draw term loan	S +	6.75%	11.34	%	7/28/2023	4/8/2025	140		140		140		0.01	%

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, 2024

(Amounts in thousands)

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
Reliable Medical Supply LLC	First lien senior secured revolving loan	S +	6.75%	11.60	%	7/28/2023	4/8/2025	2,013		1,998		1,997		0.13	%
Reliable Medical Supply LLC	First lien senior secured term loan	S +	6.75%	11.35	%	7/28/2023	4/8/2025	3,282		3,270		3,267		0.21	%
SCA Buyer, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.35	%	7/28/2023	1/20/2026	277		272		272		0.02	%
SCA Buyer, LLC	First lien senior secured revolving loan	S +	6.50%	11.33	%	7/28/2023	1/20/2027	133		131		131		0.01	%
SCA Buyer, LLC	First lien senior secured term loan	S +	6.50%	11.32	%	7/28/2023	1/20/2026	3,573		3,494		3,513		0.23	%
Spectrum Solutions, LLC	First lien senior secured delayed draw term loan	18.00% PIK		18.00	%	5/3/2024	3/5/2026	116		109		62		—	%
Spectrum Solutions, LLC	First lien senior secured delayed draw term loan	15.00% PIK		15.00	%	7/28/2023	3/5/2026	226		218		224		0.01	%
Spectrum Solutions, LLC	First lien senior secured revolving loan	S +	6.25%	10.95	%	7/28/2023	3/5/2026	283		155		44		—	%
Spectrum Solutions, LLC	First lien senior secured term loan	S +	6.25%	10.84	%	7/28/2023	3/5/2026	579		526		307		0.02	%
Surplus Solutions, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.84	%	9/30/2024	11/30/2027	4,664		(64)		(70)		—	%
Surplus Solutions, LLC	First lien senior secured revolving loan	S +	5.25%	9.84	%	11/30/2022	11/30/2027	1,771		319		327		0.02	%
Surplus Solutions, LLC	First lien senior secured term loan	S +	5.25%	9.84	%	11/30/2022	11/30/2027	16,283		15,981		16,037		1.04	%
										93,081		92,988		6.05	%
Health care providers and services
ADVI Health, LLC (6)	First lien senior secured revolving loan	S +	7.00%	11.59	%	11/29/2022	11/29/2027	$	1,062	$	(15)	$	(15)	0.00	%
ADVI Health, LLC	First lien senior secured term loan	S +	7.00%	11.59	%	11/29/2022	11/29/2027	6,112		6,013		6,019		0.39	%
Advocate RCM Acquisition Corp (6)	First lien senior secured revolving loan	S +	6.00%	10.43	%	12/22/2023	12/22/2026	2,902		(34)		(32)		0.00	%
Advocate RCM Acquisition Corp	First lien senior secured term loan	S +	6.00%	10.43	%	12/22/2023	12/22/2026	18,226		18,000		18,017		1.17	%
Agility Intermediate, Inc	First lien senior secured delayed draw term loan	S +	7.00%	11.59	%	7/28/2023	4/15/2026	109		107		103		0.01	%
Agility Intermediate, Inc	First lien senior secured revolving loan	S +	7.00%	11.59	%	7/28/2023	4/15/2026	134		78		74		0.00	%
Agility Intermediate, Inc	First lien senior secured term loan	S +	7.00%	11.59	%	7/28/2023	4/15/2026	237		233		226		0.01	%
American Family Care, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.43	%	2/29/2024	2/28/2029	4,424		350		355		0.02	%
American Family Care, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.43	%	2/29/2024	2/28/2029	1,775		(37)		(35)		0.00	%
American Family Care, LLC	First lien senior secured term loan	S +	6.00%	10.43	%	2/29/2024	2/28/2029	11,516		11,267		11,284		0.73	%
ASC Ortho Management Company, LLC	First lien senior secured delayed draw term loan	S +	4.33% + 2.50% PIK	11.43	%	7/28/2023	12/31/2026	322		318		316		0.02	%
ASC Ortho Management Company, LLC	First lien senior secured revolving loan	S +	7.00%	11.59	%	7/28/2023	12/31/2026	38		20		19		0.00	%
ASC Ortho Management Company, LLC	First lien senior secured term loan	S +	4.33% + 2.50% PIK	11.43	%	7/28/2023	12/31/2026	510		504		500		0.03	%
Ascend Plastic Surgery Partners MSO LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.33	%	5/3/2024	5/3/2029	20,682		(359)		(335)		(0.02)	%
Ascend Plastic Surgery Partners MSO LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.33	%	5/3/2024	5/3/2029	4,197		(73)		(67)		0.00	%
Ascend Plastic Surgery Partners MSO LLC	First lien senior secured term loan	S +	5.00%	9.33	%	5/3/2024	5/3/2029	6,860		6,737		6,748		0.44	%
ASP Global Holdings, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.61	%	7/31/2024	7/31/2029	19,204		13,350		13,378		0.87	%

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, 2024

(Amounts in thousands)

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
ASP Global Holdings, LLC	First lien senior secured revolving loan	S +	5.25%	10.03	%	7/31/2024	7/31/2029	6,555	2,065	2,074	0.13	%
ASP Global Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.61	%	7/31/2024	7/31/2029	40,969	40,358	40,268	2.61	%
Beacon Oral Specialists Management LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.33	%	7/28/2023	12/14/2026	821	815	813	0.05	%
Beacon Oral Specialists Management LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.33	%	7/28/2023	12/14/2026	188	(2)	(2)	—	%
Beacon Oral Specialists Management LLC	First lien senior secured term loan	S +	6.00%	10.33	%	7/28/2023	12/14/2026	912	904	903	0.06	%
Beghou Consulting, LLC (19)	First lien senior secured revolving loan	S +	5.00%	9.34	%	5/1/2023	5/1/2028	2,714	1,521	1,523	0.10	%
Beghou Consulting, LLC	First lien senior secured term loan	S +	5.00%	9.33	%	5/1/2023	5/1/2028	15,235	14,895	14,906	0.97	%
Behavior Frontiers, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.59	%	4/4/2024	5/21/2026	1,306	(13)	(13)	0.00	%
Behavior Frontiers, LLC (6)(20)	First lien senior secured revolving loan	S +	6.00%	10.59	%	7/28/2023	5/21/2026	38	(1)	—	0.00	%
Behavior Frontiers, LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	5/21/2026	572	557	566	0.04	%
BPCP EE Intermedco LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.73	%	4/3/2023	4/3/2028	3,182	1,982	1,984	0.13	%
BPCP EE Intermedco LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.73	%	4/3/2023	4/3/2028	2,244	(40)	(38)	—	%
BPCP EE Intermedco LLC	First lien senior secured term loan	S +	6.25%	10.73	%	4/3/2023	4/3/2028	6,428	6,302	6,306	0.41	%
Brightview, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.47	%	7/28/2023	12/14/2026	47	47	47	0.00	%
Brightview, LLC	First lien senior secured revolving loan	S +	6.00%	10.47	%	7/28/2023	12/14/2026	52	52	52	0.00	%
Brightview, LLC	First lien senior secured term loan	S +	6.00%	10.47	%	7/28/2023	12/14/2026	678	676	675	0.04	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured delayed draw term loan - C$	15.00%		15.00	%	4/5/2024	3/19/2026	32	12	11	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured delayed draw term loan - C$	C +	7.00%	10.63	%	7/28/2023	3/19/2026	363	244	139	0.01	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan	S +	7.00%	11.59	%	7/28/2023	12/31/2026	134	129	84	0.01	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan - C$	C +	7.00%	10.63	%	7/28/2023	3/19/2026	264	193	115	0.01	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured revolving loan - C$	C +	7.00%	10.63	%	3/19/2021	12/31/2026	64	47	28	0.00	%
Canadian Orthodontic Partners Corp (7)	First lien senior secured term loan - C$	C +	7.00%	10.63	%	7/28/2023	3/19/2026	276	200	120	0.01	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured revolving loan	S +	5.25%	10.64	%	8/2/2022	8/2/2027	5,898	5,837	5,842	0.38	%
Change Academy at Lake of the Ozarks, LLC	First lien senior secured term loan	S +	5.25%	9.73	%	8/2/2022	8/2/2027	31,320	30,956	30,980	2.01	%
CNS Purchaser, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.82	%	12/30/2024	12/30/2029	11,025	(83)	(83)	(0.01)	%
CNS Purchaser, LLC	First lien senior secured revolving loan	S +	5.50%	9.82	%	12/30/2024	12/30/2029	4,246	927	927	0.06	%
CNS Purchaser, LLC	First lien senior secured term loan	S +	5.50%	9.82	%	12/30/2024	12/30/2029	38,587	38,009	38,009	2.47	%
Community Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.47	%	7/28/2023	6/10/2026	164	163	161	0.01	%
Community Care Partners, LLC	First lien senior secured revolving loan	S +	6.00%	10.62	%	7/28/2023	6/10/2026	75	52	51	0.00	%
Community Care Partners, LLC	First lien senior secured term loan	S +	6.00%	10.47	%	7/28/2023	6/10/2026	934	931	920	0.06	%
Dermatology Medical Partners OpCo LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.09	%	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%	11.09	%	7/28/2023	10/29/2026	38	29	28	0.00	%

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, 2024

(Amounts in thousands)

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
Dermatology Medical Partners OpCo LLC	First lien senior secured term loan	S +	6.50%	11.09	%	7/28/2023	10/29/2026	257	255	254	0.02	%
EH Management Company, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.09	%	7/28/2023	7/15/2026	38	—	—	—	%
EH Management Company, LLC	First lien senior secured term loan	S +	5.50%	10.09	%	7/28/2023	7/15/2026	4,461	4,431	4,429	0.29	%
Endodontic Practice Partners, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.34	%	11/2/2022	11/2/2027	16,787	16,596	16,614	1.08	%
Endodontic Practice Partners, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.44	%	4/9/2024	11/2/2027	13,778	3,332	3,371	0.22	%
Endodontic Practice Partners, LLC	First lien senior secured revolving loan	S +	5.75%	10.34	%	11/2/2022	11/2/2027	1,956	758	762	0.05	%
Endodontic Practice Partners, LLC	First lien senior secured term loan	S +	5.75%	10.34	%	11/2/2022	11/2/2027	15,276	15,078	15,118	0.98	%
FYZICAL Buyer, LLC	First lien senior secured revolving loan	S +	5.25%	9.61	%	6/26/2024	6/26/2028	2,710	1,019	1,023	0.07	%
FYZICAL Buyer, LLC	First lien senior secured term loan	S +	5.25%	9.61	%	6/26/2024	6/26/2028	18,909	18,631	18,664	1.21	%
Geriatric Medical and Surgical Supply, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.33	%	7/28/2023	12/21/2025	300	(3)	(3)	0.00	%
Geriatric Medical and Surgical Supply, LLC	First lien senior secured term loan	S +	6.00%	10.33	%	7/28/2023	12/21/2025	20,042	19,845	19,827	1.29	%
Golden Bear PT Partners, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.09	%	7/28/2023	10/22/2026	174	171	170	0.01	%
Golden Bear PT Partners, LLC	First lien senior secured revolving loan	S +	6.50%	11.07	%	7/28/2023	10/22/2026	38	26	25	0.00	%
Golden Bear PT Partners, LLC	First lien senior secured term loan	S +	6.50%	11.09	%	7/28/2023	10/22/2026	1,491	1,468	1,461	0.09	%
Guardian Dentistry Practice Management, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.72	%	7/28/2023	8/20/2026	368	366	365	0.02	%
Guardian Dentistry Practice Management, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.72	%	7/28/2023	8/20/2027	4,188	(45)	(39)	0.00	%
Guardian Dentistry Practice Management, LLC	First lien senior secured term loan	S +	5.25%	9.72	%	7/28/2023	8/20/2027	384	382	381	0.02	%
H2 Holdco, Inc	First lien senior secured delayed draw term loan	S +	6.00%	10.59	%	5/5/2023	5/5/2028	7,217	7,042	7,134	0.46	%
H2 Holdco, Inc	First lien senior secured delayed draw term loan	S +	6.00%	10.50	%	6/25/2024	5/5/2028	19,004	11,768	11,819	0.77	%
H2 Holdco, Inc (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.48	%	12/20/2024	5/5/2028	7,560	(113)	(88)	(0.01)	%
H2 Holdco, Inc (21)	First lien senior secured revolving loan	S +	6.00%	11.55	%	5/5/2023	5/5/2028	2,544	342	374	0.02	%
H2 Holdco, Inc	First lien senior secured term loan	S +	6.00%	10.59	%	5/5/2023	5/5/2028	17,970	17,490	17,761	1.15	%
H2 Holdco, Inc	First lien senior secured term loan	S +	6.00%	10.48	%	12/20/2024	5/5/2028	907	894	897	0.06	%
IMA Group Management Company, LLC (6)	First lien senior secured delayed draw term loan	S +	6.75%	11.49	%	7/28/2023	6/30/2028	174	(3)	(3)	—	%
IMA Group Management Company, LLC	First lien senior secured revolving loan	S +	6.75%	11.21	%	7/28/2023	6/30/2028	35	17	17	—	%
IMA Group Management Company, LLC	First lien senior secured term loan	S +	6.75%	11.49	%	7/28/2023	6/30/2028	845	830	829	0.05	%
IPC Pain Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.34	%	5/19/2022	5/19/2027	9,857	9,815	9,782	0.63	%
IPC Pain Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.34	%	5/19/2022	5/19/2027	1,140	(8)	(7)	—	%
IPC Pain Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.34	%	5/19/2022	5/19/2027	2,902	2,877	2,880	0.19	%
MS Pain, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.96	%	12/4/2024	12/4/2029	6,038	(119)	(119)	(0.01)	%
MS Pain, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.96	%	12/4/2024	12/4/2029	861	(17)	(17)	—	%
MS Pain, LLC	First lien senior secured term loan	S +	5.50%	9.96	%	12/4/2024	12/4/2029	3,381	3,314	3,313	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, 2024

(Amounts in thousands)

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
MWEC Management, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.11	%	2/14/2023	2/14/2028	1,426	421	431	0.03	%
MWEC Management, LLC (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.11	%	7/3/2024	2/14/2028	2,532	(33)	(29)	—	%
MWEC Management, LLC	First lien senior secured revolving loan	S +	5.75%	10.11	%	2/14/2023	2/14/2028	1,924	1,227	1,244	0.08	%
MWEC Management, LLC	First lien senior secured term loan	S +	5.75%	10.11	%	2/14/2023	2/14/2028	14,885	14,581	14,712	0.95	%
Network Partners Acquisitions, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.59	%	7/28/2023	12/30/2026	38	—	—	—	%
Network Partners Acquisitions, LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	12/30/2026	266	265	264	0.02	%
Peak Dental Services, LLC	First lien senior secured delayed draw term loan	S +	6.75%	12.15	%	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%	11.61	%	7/28/2023	12/31/2025	514	512	511	0.03	%
Peak Dental Services, LLC	First lien senior secured revolving loan	S +	6.75%	11.55	%	7/28/2023	12/31/2025	133	132	132	0.01	%
Peak Dental Services, LLC	First lien senior secured term loan	S +	6.75%	11.41	%	7/28/2023	12/31/2025	573	571	570	0.04	%
Peak Investment Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	7.00%	11.59	%	7/28/2023	12/31/2025	113	(1)	(2)	—	%
Peak Investment Holdings, LLC	First lien senior secured revolving loan	S +	7.00%	11.59	%	7/28/2023	12/31/2025	324	160	157	0.01	%
Peak Investment Holdings, LLC	First lien senior secured term loan	S +	7.00%	11.59	%	7/28/2023	12/31/2025	1,196	1,192	1,178	0.08	%
PharmaForceIQ INC. (6)	First lien senior secured revolving loan	S +	5.25%	9.84	%	8/2/2024	8/2/2029	2,093	(38)	(35)	—	%
PharmaForceIQ INC.	First lien senior secured term loan	S +	5.25%	9.84	%	8/2/2024	8/2/2029	13,682	13,427	13,446	0.87	%
PRM MANAGEMENT COMPANY, LLC (6)	First lien senior secured delayed draw term loan	S +	6.75%	11.44	%	1/25/2024	1/25/2029	1,180	(26)	(25)	—	%
PRM MANAGEMENT COMPANY, LLC (6)	First lien senior secured revolving loan	S +	6.75%	11.44	%	1/25/2024	1/25/2029	789	(18)	(17)	—	%
PRM MANAGEMENT COMPANY, LLC	First lien senior secured term loan	S +	6.75%	11.44	%	1/25/2024	1/25/2029	4,123	4,025	4,029	0.26	%
Purpose Home Health Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.14	%	3/8/2024	11/3/2027	8,081	7,970	7,982	0.52	%
Purpose Home Health Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.85	%	11/3/2022	11/3/2027	6,764	6,656	6,679	0.43	%
Purpose Home Health Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.91	%	12/23/2024	11/3/2027	9,072	(113)	(113)	(0.01)	%
Purpose Home Health Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.91	%	11/3/2022	11/3/2027	1,956	(31)	(24)	0.00	%
Purpose Home Health Acquisition, LLC	First lien senior secured term loan	S +	5.50%	9.91	%	11/3/2022	11/3/2027	17,510	17,249	17,291	1.12	%
Revival Animal Health, LLC	First lien senior secured revolving loan	S +	6.00%	10.78	%	7/28/2023	4/6/2026	131	78	77	—	%
Revival Animal Health, LLC	First lien senior secured term loan	S +	6.00%	10.72	%	7/28/2023	4/6/2026	16,422	16,246	16,271	1.06	%
RMS Health Care Management, LLC	First lien senior secured delayed draw term loan	S +	6.75%	11.79	%	10/6/2023	10/6/2026	2,700	1,351	1,352	0.09	%
RMS Health Care Management, LLC	First lien senior secured revolving loan	S +	6.75%	11.55	%	10/6/2023	10/6/2026	920	601	602	0.04	%
RMS Health Care Management, LLC	First lien senior secured term loan	S +	6.75%	11.42	%	10/6/2023	10/6/2026	4,277	4,214	4,216	0.27	%
RQM Buyer, Inc	First lien senior secured delayed draw term loan	S +	2.00% + 4.75% PIK	11.34	%	7/28/2023	8/12/2026	82	82	79	0.01	%
RQM Buyer, Inc	First lien senior secured revolving loan	S +	2.00% + 4.75% PIK	11.34	%	7/28/2023	8/12/2026	124	122	119	0.01	%

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, 2024

(Amounts in thousands)

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
RQM Buyer, Inc	First lien senior secured term loan	S +	2.00% + 4.75% PIK	11.34	%	7/28/2023	8/12/2026	1,710	1,691	1,639	0.11	%
Sage Dental Management, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.76	%	9/25/2024	6/30/2026	9,143	1,483	1,497	0.10	%
Sage Dental Management, LLC	First lien senior secured revolving loan	S +	5.25%	9.68	%	9/25/2024	6/30/2026	8,220	3,004	3,016	0.20	%
Sage Dental Management, LLC	First lien senior secured term loan	S +	5.25%	9.58	%	9/25/2024	6/30/2026	58,246	57,883	57,984	3.76	%
SAMGI Buyer, Inc (6)	First lien senior secured revolving loan	S +	5.50%	10.09	%	7/28/2023	4/14/2025	138	—	—	—	%
SAMGI Buyer, Inc	First lien senior secured term loan	S +	5.50%	10.09	%	7/28/2023	4/14/2025	392	392	391	0.03	%
SCP ENT and Allergy Services, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.59	%	7/28/2023	9/25/2026	156	154	154	0.01	%
SCP ENT and Allergy Services, LLC	First lien senior secured revolving loan	S +	6.00%	10.59	%	7/28/2023	9/25/2026	256	202	202	0.01	%
SCP ENT and Allergy Services, LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	9/25/2026	2,726	2,702	2,694	0.17	%
Signature Dental Partners LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.34	%	7/28/2023	10/29/2026	176	174	174	0.01	%
Signature Dental Partners LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.34	%	4/22/2024	10/29/2026	17,218	6,464	6,460	0.42	%
Signature Dental Partners LLC	First lien senior secured revolving loan	P +	4.75%	12.25	%	7/28/2023	10/29/2026	38	13	13	—	%
Signature Dental Partners LLC	First lien senior secured term loan	S +	5.75%	10.34	%	7/28/2023	10/29/2026	4,264	4,217	4,216	0.27	%
Signature MD, Inc	First lien senior secured delayed draw term loan	S +	5.75%	10.08	%	7/15/2024	7/15/2027	6,964	1,912	1,921	0.12	%
Signature MD, Inc (6)	First lien senior secured revolving loan	S +	5.75%	10.08	%	7/15/2024	7/15/2027	3,297	(35)	(31)	0.00	%
Signature MD, Inc	First lien senior secured term loan	S +	5.75%	10.08	%	7/15/2024	7/15/2027	18,348	18,142	18,179	1.18	%
Silver Falls MSO, LLC	First lien senior secured revolving loan	S +	6.75%	11.45	%	7/28/2023	8/30/2024	235	222	218	0.01	%
Silver Falls MSO, LLC	First lien senior secured term loan	S +	4.25% + 2.25% PIK	11.45	%	7/28/2023	8/30/2024	1,323	1,291	1,299	0.08	%
SimiTree Acquisition, LLC	First lien senior secured delayed draw term loan	S +	5.25% + 1.75% PIK	11.78	%	7/28/2023	5/17/2026	884	882	868	0.06	%
SimiTree Acquisition, LLC	First lien senior secured revolving loan	S +	7.00%	11.78	%	7/28/2023	5/17/2026	178	49	46	0.00	%
SimiTree Acquisition, LLC	First lien senior secured term loan	S +	5.25% + 1.75% PIK	11.78	%	7/28/2023	5/17/2026	1,230	1,225	1,207	0.08	%
SIMKO Merger Sub LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.59	%	7/28/2023	4/7/2027	182	179	179	0.01	%
SIMKO Merger Sub LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.78	%	9/19/2023	4/7/2027	6,758	1,864	1,867	0.12	%
SIMKO Merger Sub LLC	First lien senior secured revolving loan	S +	6.00%	10.95	%	7/28/2023	4/7/2027	56	25	26	0.00	%
SIMKO Merger Sub LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	4/7/2027	644	637	636	0.04	%
Southeast Primary Care Partners, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.84	%	7/28/2023	12/30/2025	512	510	509	0.03	%
Southeast Primary Care Partners, LLC	First lien senior secured revolving loan	S +	6.25%	10.84	%	7/28/2023	12/30/2025	225	74	74	0.00	%
Southeast Primary Care Partners, LLC	First lien senior secured term loan	S +	6.25%	10.84	%	7/28/2023	12/30/2025	845	841	839	0.05	%

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, 2024

(Amounts in thousands)

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
Southern Orthodontic Partners Management, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.58	%	7/28/2023	7/27/2026	187	187	186	0.01	%
Southern Orthodontic Partners Management, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.59	%	5/17/2024	7/27/2026	3,990	2,149	2,150	0.14	%
Southern Orthodontic Partners Management, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.58	%	5/17/2024	7/27/2026	3,990	(29)	(28)	0.00	%
Southern Orthodontic Partners Management, LLC	First lien senior secured revolving loan	S +	5.25%	9.57	%	7/28/2023	1/27/2026	171	69	68	0.00	%
Southern Orthodontic Partners Management, LLC	First lien senior secured term loan	S +	5.25%	9.58	%	7/28/2023	7/27/2026	3,024	3,010	3,003	0.19	%
Southern Sports Medicine Partners, LLC	First lien senior secured revolving loan	S +	8.00%	12.85	%	7/28/2023	2/23/2027	60	31	30	0.00	%
Southern Sports Medicine Partners, LLC	First lien senior secured term loan	S +	4.00% + 4.00% PIK	12.85	%	7/28/2023	2/23/2027	691	672	662	0.04	%
Spear Education Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.73	%	6/26/2024	12/15/2028	7,290	(81)	(69)	0.00	%
Spear Education Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.73	%	6/26/2024	12/15/2028	47,382	46,854	46,938	3.05	%
Star Dental Partners LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.61	%	12/22/2023	12/22/2028	11,001	8,877	8,937	0.58	%
Star Dental Partners LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.61	%	11/8/2024	12/22/2028	12,076	(204)	(204)	(0.01)	%
Star Dental Partners LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.61	%	12/22/2023	12/22/2028	1,451	(32)	(24)	0.00	%
Star Dental Partners LLC	First lien senior secured term loan	S +	5.25%	9.61	%	12/22/2023	12/22/2028	15,228	14,909	14,971	0.97	%
THE CHEMPETITIVE GROUP, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.11	%	3/22/2024	3/22/2029	11,998	1,290	1,306	0.08	%
THE CHEMPETITIVE GROUP, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.11	%	3/22/2024	3/22/2029	3,414	(58)	(53)	0.00	%
THE CHEMPETITIVE GROUP, LLC	First lien senior secured term loan	S +	5.75%	10.11	%	3/22/2024	3/22/2029	13,671	13,426	13,448	0.87	%
Transitions Intermediate Holdings, LLC (6)	First lien senior secured delayed draw term loan	S +	6.00%	10.33	%	10/25/2024	10/25/2027	687	(8)	(8)	0.00	%
Transitions Intermediate Holdings, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.33	%	10/25/2024	10/25/2027	1,078	(13)	(13)	0.00	%
Transitions Intermediate Holdings, LLC	First lien senior secured term loan	S +	6.00%	10.33	%	10/25/2024	10/25/2027	7,328	7,238	7,238	0.47	%
U.S. Urology Partners, LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.71	%	11/8/2023	11/8/2026	1,401	(13)	(12)	0.00	%
U.S. Urology Partners, LLC	First lien senior secured term loan	S +	6.25%	10.71	%	11/8/2023	11/8/2026	11,600	11,485	11,497	0.75	%
US Foot and Ankle Specialists, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.09	%	9/15/2022	9/15/2026	14,037	13,919	13,932	0.90	%
US Foot and Ankle Specialists, LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.09	%	9/15/2022	9/15/2026	2,699	(25)	(23)	0.00	%
US Foot and Ankle Specialists, LLC	First lien senior secured term loan	S +	5.50%	10.09	%	9/15/2022	9/15/2026	19,472	19,270	19,283	1.25	%
Varsity DuvaSawko Operating Corp	First lien senior secured delayed draw term loan	S +	6.00%	10.85	%	7/28/2023	11/27/2024	63	63	63	0.00	%
Varsity DuvaSawko Operating Corp	First lien senior secured revolving loan	S +	6.00%	10.85	%	7/28/2023	11/27/2024	5,189	1,697	1,669	0.11	%
Varsity DuvaSawko Operating Corp	First lien senior secured term loan	S +	6.00%	10.85	%	7/28/2023	11/27/2024	58,822	58,451	58,150	3.77	%
Varsity Rejuvenate Management, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.67	%	12/29/2023	9/1/2028	7,124	3,151	3,158	0.20	%
Varsity Rejuvenate Management, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.48	%	9/1/2023	9/1/2028	1,245	(27)	(23)	0.00	%
Varsity Rejuvenate Management, LLC	First lien senior secured term loan	S +	6.00%	10.48	%	9/1/2023	9/1/2028	5,958	5,830	5,847	0.38	%
VersiCare Management LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	10.02	%	11/25/2024	11/25/2029	4,529	(89)	(89)	(0.01)	%

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, 2024

(Amounts in thousands)

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
VersiCare Management LLC (6)	First lien senior secured revolving loan	S +	5.50%	10.02	%	11/25/2024	11/25/2029	1,505		(30)		(30)		0.00	%
VersiCare Management LLC	First lien senior secured term loan	S +	5.50%	10.02	%	11/25/2024	11/25/2029	7,849		7,696		7,694		0.50	%
VetEvolve Holdings, LLC	First lien senior secured delayed draw term loan	S +	5.25%	9.61	%	10/12/2023	10/12/2028	11,614		5,624		5,636		0.37	%
VetEvolve Holdings, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.61	%	10/12/2023	10/12/2028	3,067		(62)		(59)		0.00	%
VetEvolve Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.61	%	10/12/2023	10/12/2028	9,120		8,920		8,934		0.58	%
Western Veterinary Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.33	%	7/28/2023	10/29/2027	498		494		492		0.03	%
Western Veterinary Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.33	%	9/27/2024	10/29/2027	24,383		3,200		3,250		0.21	%
Western Veterinary Partners LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.33	%	7/28/2023	10/29/2027	24		—		—		—	%
Western Veterinary Partners LLC	First lien senior secured term loan	S +	5.00%	9.33	%	7/28/2023	10/29/2027	9,396		9,275		9,286		0.60	%
										784,918		785,633		50.92	%
Health care technology
AHR Intermediate, Inc	First lien senior secured delayed draw term loan	S +	5.75%	10.08	%	7/29/2022	7/29/2027	$	5,243	$	5,203	$	5,194	0.34	%
AHR Intermediate, Inc (6)	First lien senior secured delayed draw term loan	S +	5.75%	10.09	%	12/16/2024	7/29/2027	7,896		(79)		(46)		0.00	%
AHR Intermediate, Inc	First lien senior secured revolving loan	S +	5.50%	10.08	%	7/29/2022	7/29/2027	7,858		1,884		1,922		0.12	%
AHR Intermediate, Inc	First lien senior secured term loan	S +	5.75%	10.09	%	7/29/2022	7/29/2027	32,021		31,788		31,833		2.07	%
Millennia Patient Services, LLC	First lien senior secured revolving loan	S +	6.50%	12.52	%	7/28/2023	3/8/2026	134		79		79		0.01	%
Millennia Patient Services, LLC	First lien senior secured term loan	S +	6.50%	11.09	%	7/28/2023	3/8/2026	970		966		964		0.06	%
										39,841		39,946		2.60	%
Household durables
CPS Power Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.83	%	10/20/2023	9/26/2027	$	2,298	$	124	$	117	0.01	%
CPS Power Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.50%	10.06	%	9/26/2022	9/26/2027	2,977		2,926		2,911		0.19	%
CPS Power Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	9.95	%	9/26/2022	9/26/2027	3,036		2,034		2,019		0.13	%
CPS Power Buyer, LLC	First lien senior secured term loan	S +	5.50%	10.00	%	9/26/2022	9/26/2027	12,848		12,575		12,561		0.81	%
Kravet Design LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.77	%	11/26/2024	11/26/2030	4,349		(64)		(64)		0.00	%
Kravet Design LLC	First lien senior secured term loan	S +	5.25%	9.77	%	11/26/2024	11/26/2030	20,940		20,631		20,629		1.34	%
Kwalu, LLC	First lien senior secured revolving loan	P +	4.50%	12.00	%	9/23/2022	9/23/2027	5,061		944		962		0.06	%
Kwalu, LLC	First lien senior secured term loan	S +	5.50%	10.09	%	9/23/2022	9/23/2027	30,284		29,877		29,981		1.95	%
MacKenzie Childs Acquisition, Inc (6)	First lien senior secured revolving loan	S +	6.00%	10.74	%	9/2/2022	9/2/2027	3,374		(27)		(24)		0.00	%
MacKenzie Childs Acquisition, Inc	First lien senior secured term loan	S +	6.00%	10.48	%	9/2/2022	9/2/2027	16,035		15,906		15,922		1.03	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.33	%	1/23/2023	1/23/2028	5,743		5,614		5,685		0.37	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.33	%	1/12/2024	1/23/2028	1,992		1,955		1,972		0.13	%

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, 2024

(Amounts in thousands)

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
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.33	%	7/29/2024	1/23/2028	5,752		5,655		5,695		0.37	%
Renovation Systems, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.36	%	11/27/2024	1/23/2028	3,579		1,675		1,682		0.11	%
Renovation Systems, LLC	First lien senior secured revolving loan	S +	6.00%	10.33	%	1/23/2023	1/23/2028	2,633		1,127		1,158		0.08	%
Renovation Systems, LLC	First lien senior secured term loan	S +	6.00%	10.33	%	1/23/2023	1/23/2028	32,698		32,095		32,371		2.10	%
Storm Smart Buyer LLC	First lien senior secured revolving loan	S +	6.00%	11.78	%	7/28/2023	4/5/2026	131		104		104		0.01	%
Storm Smart Buyer LLC	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	4/5/2026	889		886		884		0.06	%
Trademark Global, LLC	First lien senior secured revolving loan	S +	8.50%	13.09	%	7/28/2023	6/30/2027	113		91		48		0.00	%
Trademark Global, LLC	First lien senior secured revolving loan	S +	8.50%	13.09	%	7/30/2021	6/30/2027	20		19		12		0.00	%
Trademark Global, LLC	First lien senior secured term loan	S +	8.50%	13.09	%	7/28/2023	6/30/2027	2,175		2,027		1,285		0.08	%
										136,174		135,910		8.83	%
Industrial Conglomerates
Hultec Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	9.85	%	3/31/2023	3/31/2029	$	3,915	$	534	$	538	0.03	%
Hultec Buyer, LLC	First lien senior secured term loan	S +	5.50%	10.09	%	3/31/2023	3/31/2029	14,171		13,818		13,832		0.90	%
										14,352		14,370		0.93	%
Insurance
Superior Insurance Partners LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.50	%	10/25/2024	10/25/2029	$	15,236	$	1,885	$	1,885	0.12	%
Superior Insurance Partners LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.63	%	10/25/2024	10/25/2029	1,347		(26)		(26)		0.00	%
Superior Insurance Partners LLC	First lien senior secured term loan	S +	5.00%	9.63	%	10/25/2024	10/25/2029	9,353		9,170		9,169		0.59	%
										11,029		11,028		0.71	%
Interactive Media & Services
Duggal Acquisition, LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%	9.08	%	9/30/2024	9/30/2030	$	5,224	$	(50)	$	(39)	0.00	%
Duggal Acquisition, LLC	First lien senior secured revolving loan	S +	4.75%	9.08	%	9/30/2024	9/30/2030	7,319		1,324		1,336		0.09	%
Duggal Acquisition, LLC	First lien senior secured term loan	S +	4.75%	9.08	%	9/30/2024	9/30/2030	20,582		20,180		20,222		1.31	%
										21,454		21,519		1.40	%
Internet and direct marketing retail
Aquatic Sales Solutions, LLC	First lien senior secured revolving loan	S +	7.00%	11.48	%	7/28/2023	12/18/2025	$	191	$	119	$	94	0.01	%
Aquatic Sales Solutions, LLC	First lien senior secured term loan	S +	3.00% + 4.00% PIK	11.48	%	7/28/2023	12/18/2025	2,696		2,665		2,315		0.15	%
DealerOn Holdco, Inc (6)	First lien senior secured revolving loan	S +	6.00%	10.47	%	7/28/2023	5/19/2026	314		(2)		(3)		0.00	%
DealerOn Holdco, Inc	First lien senior secured term loan	S +	6.00%	10.47	%	7/28/2023	5/19/2026	20,599		20,599		20,391		1.32	%
										23,381		22,797		1.48	%
IT services
BSC Top Shelf Blocker LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.58	%	6/28/2024	6/28/2029	$	2,256	$	(35)	$	(32)	0.00	%
BSC Top Shelf Blocker LLC	First lien senior secured term loan	S +	5.25%	9.58	%	6/28/2024	6/28/2029	16,071		15,813		15,841		1.03	%
E-Phoenix Acquisition Co. Inc	First lien senior secured revolving loan	S +	5.50%	9.96	%	7/28/2023	6/23/2027	75		22		22		0.00	%
E-Phoenix Acquisition Co. Inc	First lien senior secured term loan	S +	5.50%	9.98	%	7/28/2023	6/23/2027	1,346		1,342		1,339		0.09	%
FreshAddress, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.73	%	7/28/2023	10/5/2025	30		—		—		—	%

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

51

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

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
FreshAddress, LLC	First lien senior secured term loan	S +	5.25%	9.73	%	7/28/2023	10/5/2025	1,630		1,627		1,624		0.11	%
Icreon Holdings, LLC (6)	First lien senior secured revolving loan	S +	6.50%	10.97	%	10/26/2022	10/26/2027	1,071		(16)		(16)		—	%
Icreon Holdings, LLC	First lien senior secured term loan	S +	6.50%	10.97	%	10/26/2022	10/26/2027	13,053		12,836		12,860		0.83	%
P and R Dental Strategies, LLC	First lien senior secured revolving loan	S +	5.25%	9.84	%	7/28/2023	12/22/2026	23		4		4		—	%
P and R Dental Strategies, LLC	First lien senior secured term loan	S +	5.25%	9.84	%	7/28/2023	12/22/2026	621		617		615		0.04	%
Palmetto Technology Group, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.11	%	1/3/2024	1/3/2029	10,806		10,633		10,641		0.69	%
Palmetto Technology Group, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.11	%	2/26/2024	1/3/2029	9,413		2,335		2,347		0.15	%
Palmetto Technology Group, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.11	%	1/3/2024	1/3/2029	2,860		(46)		(44)		0.00	%
Palmetto Technology Group, LLC	First lien senior secured term loan	S +	5.75%	10.11	%	1/3/2024	1/3/2029	6,309		6,204		6,208		0.40	%
White Label Communications,LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.36	%	10/11/2023	10/11/2029	1,534		(27)		(25)		—	%
White Label Communications,LLC	First lien senior secured term loan	S +	6.00%	10.36	%	10/11/2023	10/11/2029	4,690		4,601		4,607		0.30	%
										55,910		55,991		3.64	%
Leisure equipment and products
Champion Motorsports Group, LLC (6)	First lien senior secured revolving loan	P +	5.25%	13.00	%	7/28/2023	10/8/2026	$	56	$	—	$	(1)	0.00	%
Champion Motorsports Group, LLC	First lien senior secured term loan	S +	6.25%	10.72	%	7/28/2023	10/8/2026	1,654		1,643		1,637		0.11	%
MacNeill Pride Group Corp	First lien senior secured delayed draw term loan	S +	6.75%	11.34	%	7/28/2023	4/22/2026	52		52		51		0.00	%
MacNeill Pride Group Corp	First lien senior secured delayed draw term loan	S +	6.75%	11.34	%	7/28/2023	4/22/2026	301		301		300		0.02	%
MacNeill Pride Group Corp	First lien senior secured revolving loan	S +	6.75%	11.34	%	7/28/2023	4/22/2026	287		71		71		0.00	%
MacNeill Pride Group Corp	First lien senior secured term loan	S +	6.75%	11.34	%	7/28/2023	4/22/2026	808		807		805		0.05	%
TruBlue LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.86	%	1/11/2024	1/11/2029	2,331		(38)		(35)		0.00	%
TruBlue LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.86	%	1/11/2024	1/11/2029	1,430		(23)		(21)		0.00	%
TruBlue LLC	First lien senior secured term loan	S +	5.50%	9.86	%	1/11/2024	1/11/2029	5,173		5,085		5,092		0.33	%
										7,898		7,899		0.51	%
Leisure products
PHGP MB Purchaser, Inc	First lien senior secured delayed draw term loan	S +	6.00% + 0.50% PIK	11.22	%	7/28/2023	5/20/2027	$	80	$	79	$	73	0.00	%
PHGP MB Purchaser, Inc (22)	First lien senior secured revolving loan	S +	6.00% + 0.50% PIK	11.09	%	7/28/2023	5/20/2027	75		16		10		0.00	%
PHGP MB Purchaser, Inc	First lien senior secured term loan	S +	6.00% + 0.50% PIK	11.08	%	7/28/2023	5/20/2027	1,088		1,075		992		0.06	%
										1,170		1,075		0.06	%
Life sciences tools and services
Aptitude Health Holdings, LLC	First lien senior secured revolving loan	S +	5.25%	9.59	%	7/28/2023	5/3/2026	$	267	$	39	$	39	0.00	%
Aptitude Health Holdings, LLC	First lien senior secured term loan	S +	5.25%	9.84	%	7/28/2023	5/3/2026	1,081		1,073		1,074		0.07	%

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, 2024

(Amounts in thousands)

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
CR Services Intermediate, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.28	%	7/28/2023	7/28/2028	186		118		119		0.01	%
CR Services Intermediate, LLC	First lien senior secured revolving loan	S +	6.50%	11.28	%	7/28/2023	7/28/2028	38		7		7		0.00	%
CR Services Intermediate, LLC	First lien senior secured term loan	S +	6.50%	11.35	%	7/28/2023	7/28/2028	225		219		220		0.01	%
CR Services Intermediate, LLC (7)	First lien senior secured term loan	S +	6.50%	11.35	%	7/28/2023	7/28/2028	225		219		220		0.01	%
ERG Buyer, LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.77	%	2/26/2024	2/26/2026	343		340		340		0.02	%
ERG Buyer, LLC	First lien senior secured revolving loan	S +	6.25%	10.69	%	2/26/2024	2/26/2026	5,181		5,136		5,133		0.33	%
ERG Buyer, LLC	First lien senior secured term loan	S +	6.25%	10.77	%	2/26/2024	2/26/2026	36,056		35,715		35,724		2.32	%
										42,866		42,876		2.77	%
Machinery
Abrasive Technology Intermediate, LLC	First lien senior secured revolving loan	S +	6.25%	10.90	%	7/28/2023	4/30/2026	$	173	$	68	$	68	0.00	%
Abrasive Technology Intermediate, LLC	First lien senior secured term loan	S +	6.25%	11.08	%	7/28/2023	4/30/2026	1,985		1,966		1,967		0.13	%
Bakery Manufacturing Company (6)	First lien senior secured revolving loan	S +	5.25%	9.61	%	11/1/2024	11/1/2028	2,898		(43)		(43)		0.00	%
Bakery Manufacturing Company	First lien senior secured term loan	S +	5.25%	9.61	%	11/1/2024	11/1/2028	17,289		17,033		17,032		1.11	%
DNS-IMI Acquisition Corp	First lien senior secured revolving loan	P +	4.25%	11.75	%	7/28/2023	11/23/2026	56		18		18		0.00	%
DNS-IMI Acquisition Corp	First lien senior secured term loan	S +	5.25%	9.73	%	7/28/2023	11/23/2026	1,415		1,407		1,403		0.09	%
Double E Company, LLC	First lien senior secured revolving loan	S +	6.75%	11.47	%	6/21/2022	6/21/2028	3,110		2,827		2,532		0.16	%
Double E Company, LLC	First lien senior secured term loan	S +	4.00% + 2.75% PIK	12.47	%	6/21/2022	6/21/2028	18,651		18,516		16,721		1.08	%
Kittyhawk, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.58	%	5/1/2024	5/1/2029	3,571		(62)		(57)		0.00	%
Kittyhawk, Inc	First lien senior secured term loan	S +	5.25%	9.58	%	5/1/2024	5/1/2029	15,177		14,904		14,925		0.97	%
L&J Holding Company LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%	9.34	%	7/29/2024	7/29/2030	9,823		(91)		(72)		0.00	%
L&J Holding Company LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.34	%	7/29/2024	7/29/2030	2,204		(41)		(37)		0.00	%
L&J Holding Company LLC	First lien senior secured term loan	S +	4.75%	9.34	%	7/29/2024	7/29/2030	11,758		11,531		11,556		0.75	%
My Buyer, LLC (6)	First lien senior secured delayed draw term loan	S +	5.50%	9.83	%	1/26/2024	1/25/2030	3,139		(53)		(49)		0.00	%
My Buyer, LLC	First lien senior secured revolving loan	S +	5.50%	9.83	%	1/26/2024	1/25/2030	2,360		825		829		0.05	%
My Buyer, LLC	First lien senior secured term loan	S +	5.50%	9.83	%	1/26/2024	1/25/2030	7,870		7,730		7,741		0.50	%
SPG Holdco, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.50	%	12/1/2023	12/1/2028	2,070		(41)		(38)		0.00	%
SPG Holdco, LLC	First lien senior secured term loan	S +	6.00%	10.50	%	12/1/2023	12/1/2028	10,581		10,368		10,379		0.67	%
USSC Holding Corp	First lien senior secured delayed draw term loan	S +	5.25%	9.76	%	6/21/2024	6/21/2030	10,129		9,945		9,984		0.65	%
USSC Holding Corp (6)	First lien senior secured revolving loan	S +	5.25%	9.58	%	6/21/2024	6/21/2030	7,177		(131)		(103)		(0.01)	%
USSC Holding Corp	First lien senior secured term loan	S +	5.25%	9.58	%	6/21/2024	6/21/2030	34,780		34,124		34,281		2.22	%
										130,800		129,037		8.37	%
Media
ALM Media, LLC (23)	First lien senior secured revolving loan	S +	5.50%	9.84	%	2/21/2024	2/21/2029	$	3,102	$	975	$	979	0.06	%
ALM Media, LLC	First lien senior secured term loan	S +	5.50%	9.83	%	2/21/2024	2/21/2029	38,168		37,404		37,457		2.43	%

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

53

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

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
Barkley, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.49	%	9/29/2023	9/29/2028	2,300		(45)		(37)		0.00	%
Barkley, LLC	First lien senior secured term loan	S +	5.75%	10.49	%	9/29/2023	9/29/2028	43,565		42,739		42,866		2.78	%
Best Version Media Acquisition, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.83	%	12/31/2024	12/31/2030	3,976		(70)		(70)		0.00	%
Best Version Media Acquisition, LLC	First lien senior secured term loan	S +	5.50%	9.83	%	12/31/2024	12/31/2030	50,837		49,947		49,947		3.24	%
Datum Acquisition, LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.58	%	10/30/2024	4/30/2030	1,312		(25)		(25)		0.00	%
Datum Acquisition, LLC	First lien senior secured term loan	S +	6.25%	10.58	%	10/30/2024	4/30/2030	5,463		5,355		5,356		0.35	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.09	%	8/1/2024	12/9/2026	5,109		192		212		0.01	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.09	%	7/28/2023	12/9/2026	220		218		218		0.01	%
Exclusive Concepts, LLC	First lien senior secured delayed draw term loan	S +	6.50%	11.09	%	12/22/2023	12/9/2026	2,836		2,796		2,800		0.18	%
Exclusive Concepts, LLC	First lien senior secured revolving loan	S +	6.50%	11.28	%	7/28/2023	12/9/2026	23		22		22		0.00	%
Exclusive Concepts, LLC	First lien senior secured term loan	S +	6.50%	11.09	%	7/28/2023	12/9/2026	3,490		3,440		3,446		0.22	%
Infolinks Media Buyco, LLC	First lien senior secured delayed draw term loan	S +	5.50%	9.83	%	7/28/2023	11/1/2026	2,083		2,059		2,061		0.13	%
Infolinks Media Buyco, LLC (6)	First lien senior secured revolving loan	S +	5.50%	9.83	%	7/28/2023	11/1/2026	38		—		—		0.00	%
Infolinks Media Buyco, LLC	First lien senior secured term loan	S +	5.50%	9.83	%	7/28/2023	11/1/2026	19,863		19,628		19,649		1.27	%
NTM Acquisition Corp	First lien senior secured revolving loan	S +	6.75%	11.23	%	12/18/2023	6/18/2026	1,809		795		796		0.05	%
NTM Acquisition Corp	First lien senior secured term loan	S +	6.75%	11.23	%	12/18/2023	6/18/2026	13,117		12,973		12,979		0.84	%
Optimized Marketing Acquisition, LLC	First lien senior secured revolving loan	S +	5.75%	10.34	%	8/19/2022	8/19/2027	3,383		3,175		3,178		0.21	%
Optimized Marketing Acquisition, LLC	First lien senior secured term loan	S +	5.75%	10.34	%	8/19/2022	8/19/2027	25,642		25,306		25,336		1.64	%
Outerbox, LLC (6)	First lien senior secured delayed draw term loan	S +	5.00%	9.36	%	6/7/2024	6/7/2028	4,077		(52)		(47)		0.00	%
Outerbox, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.36	%	6/7/2024	6/7/2028	2,280		(29)		(26)		0.00	%
Outerbox, LLC	First lien senior secured term loan	S +	5.00%	9.36	%	6/7/2024	6/7/2028	18,660		18,409		18,441		1.20	%
Peninsula MMGY Corporation (6)(24)	First lien senior secured revolving loan	S +	5.00%	9.33	%	10/26/2023	4/26/2029	3,691		(74)		(69)		0.00	%
Peninsula MMGY Corporation	First lien senior secured term loan	S +	5.00%	9.33	%	10/26/2023	4/26/2029	10,261		10,043		10,064		0.65	%
RKD Group, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.46	%	4/10/2024	8/17/2028	8,074		6,006		6,042		0.39	%
RKD Group, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.48	%	8/17/2022	8/17/2028	4,905		(44)		(39)		0.00	%
RKD Group, LLC	First lien senior secured term loan	S +	6.00%	10.48	%	8/17/2022	8/17/2028	33,001		32,663		32,736		2.12	%
The Channel Company, LLC	First lien senior secured revolving loan	S +	6.75%	11.36	%	7/28/2023	11/1/2027	62		18		16		0.00	%
The Channel Company, LLC	First lien senior secured term loan	S +	2.50% + 4.25% PIK	11.36	%	7/28/2023	11/1/2027	2,404		2,387		2,304		0.15	%
WTWH Buyer, LLC (6)	First lien senior secured revolving loan	S +	6.50%	11.09	%	12/16/2022	12/16/2027	1,638		(26)		(28)		0.00	%
WTWH Buyer, LLC	First lien senior secured term loan	S +	6.50%	11.09	%	12/16/2022	12/16/2027	14,140		13,890		13,900		0.90	%
										290,075		290,464		18.83	%
Metals and mining
Copperweld Group, Inc	First lien senior secured revolving loan	S +	6.00%	10.50	%	7/28/2023	3/31/2026	$	462	$	261	$	260	0.02	%
Copperweld Group, Inc	First lien senior secured term loan	S +	6.00%	10.59	%	7/28/2023	3/31/2026	2,239		2,235		2,228		0.14	%

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

54

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

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
										2,496		2,488		0.16	%
Multiline Retail
HEC Purchaser Corp. (6)	First lien senior secured revolving loan	S +	5.50%	9.75	%	6/17/2024	6/17/2029	$	7,843	$	(106)	$	(93)	(0.01)	%
HEC Purchaser Corp.	First lien senior secured term loan	S +	5.50%	9.75	%	6/17/2024	6/17/2029	50,207		49,512		49,608		3.22	%
										49,406		49,515		3.21	%
Pharmaceuticals
Formulated Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.63	%	7/28/2023	9/22/2026	296		294		282		0.02	%
Formulated Buyer, LLC	First lien senior secured revolving loan	S +	5.75%	10.88	%	7/28/2023	9/22/2026	188		185		177		0.01	%
Formulated Buyer, LLC	First lien senior secured term loan	S +	5.75%	10.34	%	7/28/2023	9/22/2026	453		450		432		0.03	%
										929		891		0.06	%
Personal products
Cosmetic Solutions LLC (8)	First lien senior secured delayed draw term loan	S +	5.75% + 0.75% PIK	11.09	%	7/28/2023	10/17/2025	$	379	$	373	$	87	0.01	%
Cosmetic Solutions LLC (8)	First lien senior secured revolving loan	S +	6.50%	11.09	%	7/28/2023	10/17/2025	344		86		(173)		(0.01)	%
Cosmetic Solutions LLC (8)	First lien senior secured term loan	S +	5.75% + 0.75% PIK	11.09	%	7/28/2023	10/17/2025	2,901		2,845		669		0.04	%
										3,304		583		0.04	%
Professional services
CSL Intermediate Acquisition LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.61	%	11/8/2024	11/8/2029	$	1,692	$	(29)	$	(29)	0.00	%
CSL Intermediate Acquisition LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.61	%	11/8/2024	11/8/2029	861		(15)		(15)		0.00	%
CSL Intermediate Acquisition LLC	First lien senior secured term loan	S +	5.25%	9.61	%	11/8/2024	11/8/2029	3,746		3,682		3,682		0.24	%
Helpware, Inc	First lien senior secured revolving loan	S +	5.75%	10.98	%	9/8/2022	9/8/2026	5,061		2,501		2,382		0.15	%
Helpware, Inc	First lien senior secured term loan	S +	5.75% + 1.25% PIK	11.59	%	9/8/2022	9/8/2026	14,016		13,912		13,603		0.88	%
Keystone Partners, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.88	%	10/25/2024	10/25/2028	2,344		(34)		(34)		0.00	%
Keystone Partners, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.88	%	10/25/2024	10/25/2028	1,347		(19)		(19)		0.00	%
Keystone Partners, LLC	First lien senior secured term loan	S +	5.25%	9.88	%	10/25/2024	10/25/2028	14,416		14,206		14,204		0.92	%
Stax Holding Company, LLC (6)(25)	First lien senior secured revolving loan	S +	5.00%	9.48	%	7/28/2023	10/29/2026	60		—		—		0.00	%
Stax Holding Company, LLC	First lien senior secured term loan	S +	5.00%	9.48	%	7/28/2023	10/29/2026	668		666		664		0.04	%
										34,870		34,438		2.23	%
Real estate management and development
BBG, Inc (26)	First lien senior secured revolving loan	S +	6.75%	11.34	%	7/28/2023	1/8/2026	$	233	$	221	$	215	0.01	%
BBG, Inc	First lien senior secured term loan	S +	1.00% + 5.75% PIK	11.34	%	7/28/2023	1/8/2026	1,978		1,904		1,858		0.12	%
MetaSource, LLC	First lien senior secured revolving loan	S +	6.75%	11.22	%	7/28/2023	5/17/2027	75		23		23		0.00	%

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

55

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

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 term loan	S +	6.75% + 0.50% PIK	10.34	%	7/28/2023	5/17/2027	923		915		916		0.06	%
										3,063		3,012		0.19	%
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP	First lien senior secured revolving loan	S +	6.00%	10.48	%	7/28/2023	9/2/2026	$	45	$	34	$	34	0.00	%
Altamira Material Solutions, LP	First lien senior secured term loan	S +	6.00%	10.48	%	7/28/2023	9/2/2026	1,018		1,012		1,010		0.07	%
										1,046		1,044		0.07	%
Software
Affinitiv Inc (6)	First lien senior secured revolving loan	S +	7.00%	11.59	%	7/28/2023	1/26/2025	$	186	$	(2)	$	(2)	0.00	%
Affinitiv Inc	First lien senior secured term loan	S +	7.00%	11.59	%	7/28/2023	1/26/2025	2,230		2,198		2,207		0.14	%
Genius Bidco LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.58	%	5/1/2024	5/1/2030	4,661		(41)		(33)		0.00	%
Genius Bidco LLC (6)(27)	First lien senior secured revolving loan	S +	5.25%	9.58	%	5/1/2024	5/1/2030	3,571		(63)		(58)		0.00	%
Genius Bidco LLC	First lien senior secured term loan	S +	5.25%	9.58	%	5/1/2024	5/1/2030	12,647		12,410		12,438		0.81	%
GPSTrackit Holdings, LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.36	%	3/29/2024	3/29/2029	1,968		1,925		1,928		0.13	%
GPSTrackit Holdings, LLC (6)	First lien senior secured revolving loan	S +	6.00%	10.34	%	3/29/2024	3/29/2029	4,429		(92)		(90)		(0.01)	%
GPSTrackit Holdings, LLC	First lien senior secured term loan	S +	6.00%	10.34	%	3/29/2024	3/29/2029	32,483		31,786		31,752		2.06	%
GS XX Corporation (6)	First lien senior secured revolving loan	S +	4.75%	9.08	%	4/19/2024	4/19/2029	2,381		(41)		(38)		0.00	%
GS XX Corporation	First lien senior secured term loan	S +	4.75%	9.08	%	4/19/2024	4/19/2029	16,863		16,560		16,585		1.08	%
Shasta Buyer, LLC	First lien senior secured revolving loan	S +	4.75%	9.11	%	11/12/2024	8/9/2028	4,307		512		512		0.03	%
Shasta Buyer, LLC	First lien senior secured term loan	S +	4.75%	9.27	%	11/12/2024	8/9/2028	20,344		20,046		20,047		1.30	%
ShiftKey, LLC (6)	First lien senior secured revolving loan	S +	5.75%	10.34	%	7/28/2023	6/21/2027	110		(1)		(2)		0.00	%
ShiftKey, LLC	First lien senior secured term loan	S +	5.75%	10.34	%	7/28/2023	6/21/2027	3,665		3,647		3,587		0.23	%
										88,844		88,833		5.77	%
Specialty retail
Dykstras Auto LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.84	%	7/28/2023	10/22/2026	$	332	$	252	$	251	0.02	%
Dykstras Auto LLC	First lien senior secured revolving loan	S +	6.25%	10.84	%	7/28/2023	10/22/2026	38		26		26		0.00	%
Dykstras Auto LLC	First lien senior secured term loan	S +	6.25%	10.84	%	7/28/2023	10/22/2026	621		615		613		0.04	%
Fastlap, LLC (6)	First lien senior secured delayed draw term loan	S +	5.25%	9.53	%	6/20/2024	6/20/2029	14,130		(254)		(234)		(0.02)	%
Fastlap, LLC	First lien senior secured revolving loan	P +	4.25%	11.75	%	6/20/2024	6/20/2029	2,256		1,539		1,542		0.10	%
Fastlap, LLC	First lien senior secured term loan	S +	5.25%	9.53	%	6/20/2024	6/20/2029	10,042		9,856		9,874		0.64	%
Kaizen Auto Care, LLC	First lien senior secured revolving loan	F +	5.00%	5.00	%	3/1/2024	12/22/2026	152		35		2		0.00	%
Kaizen Auto Care, LLC	First lien senior secured term loan	F +	5.00%	5.00	%	7/28/2023	12/22/2027	1,352		1,342		1,059		0.07	%
Leonard Group, Inc	First lien senior secured revolving loan	S +	6.50%	11.09	%	7/28/2023	2/26/2026	234		77		77		0.00	%
Leonard Group, Inc	First lien senior secured term loan	S +	6.50%	11.09	%	7/28/2023	2/26/2026	1,308		1,305		1,303		0.08	%
Pink Lily Holdings, LLC (6)	First lien senior secured revolving loan	S +	7.00% PIK	11.74	%	7/28/2023	11/16/2027	31		(1)		(2)		0.00	%

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

56

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

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 +	7.00% PIK	11.74	%	7/28/2023	11/16/2027	1,309		1,286		1,207		0.08	%
										16,078		15,718		1.01	%
Textiles, apparel and luxury goods
Lakeshirts LLC (6)	First lien senior secured delayed draw term loan	S +	4.75%	9.09	%	12/30/2024	12/20/2030	$	7,989	$	(40)	$	(40)	0.00	%
Lakeshirts LLC	First lien senior secured revolving loan	S +	4.75%	9.21	%	12/30/2024	12/30/2030	11,650		1,048		1,048		0.07	%
Lakeshirts LLC	First lien senior secured term loan	S +	4.75%	9.09	%	12/30/2024	12/30/2030	33,098		32,767		32,767		2.13	%
										33,775		33,775		2.20	%
Trading companies and distributors
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.02	%	7/28/2023	4/9/2027	$	330	$	326	$	326	0.02	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.02	%	12/12/2023	4/9/2027	4,128		4,071		4,082		0.26	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.09	%	7/28/2023	4/9/2027	344		340		341		0.02	%
AFC-Dell Holding Corp	First lien senior secured delayed draw term loan	S +	5.50%	10.09	%	7/1/2024	4/9/2027	10,255		28		38		0.00	%
AFC-Dell Holding Corp (6)(28)	First lien senior secured revolving loan	S +	5.50%	10.02	%	7/28/2023	10/9/2026	156		(2)		(2)		0.00	%
AFC-Dell Holding Corp	First lien senior secured term loan	S +	5.50%	10.09	%	7/28/2023	4/9/2027	5,475		5,402		5,413		0.35	%
American Equipment Systems LLC	First lien senior secured delayed draw term loan	S +	6.00%	10.60	%	7/28/2023	5/19/2025	37		37		36		0.00	%
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	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	10.50	%	3/15/2024	11/5/2026	935		921		922		0.06	%
American Equipment Systems LLC	First lien senior secured term loan	S +	6.00%	10.48	%	7/28/2023	11/5/2026	317		312		313		0.02	%
Ascent Lifting, Inc (6)	First lien senior secured revolving loan	S +	5.25%	9.71	%	9/9/2022	9/9/2027	2,500		(45)		(44)		0.00	%
Ascent Lifting, Inc	First lien senior secured term loan	S +	5.25%	9.71	%	9/9/2022	9/9/2027	17,020		16,672		16,696		1.08	%
AWI Group, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.34	%	8/1/2024	8/1/2029	4,487		3,937		3,944		0.26	%
AWI Group, LLC	First lien senior secured revolving loan	S +	5.75%	10.27	%	8/1/2024	8/1/2029	10,420		3,143		3,158		0.20	%
AWI Group, LLC	First lien senior secured term loan	S +	5.75%	10.08	%	8/1/2024	8/1/2029	55,199		54,165		54,233		3.52	%
Banner Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.75% + 0.50% PIK	10.73	%	7/28/2023	10/31/2025	558		557		548		0.04	%
Banner Buyer, LLC	First lien senior secured revolving loan	S +	5.75% + 0.50% PIK	10.73	%	7/28/2023	10/31/2025	370		72		66		0.00	%
Banner Buyer, LLC	First lien senior secured term loan	S +	5.75% + 0.50% PIK	10.73	%	7/28/2023	10/31/2025	1,345		1,341		1,317		0.09	%
CAP KSI Holdings LLC	First lien senior secured revolving loan	S +	5.25%	9.61	%	6/28/2024	6/28/2030	7,145		1,212		1,224		0.08	%
CAP KSI Holdings LLC	First lien senior secured term loan	S +	5.25%	9.58	%	6/28/2024	6/28/2030	42,547		41,939		42,034		2.73	%
Eastern Communications Solutions, Inc. (6)	First lien senior secured revolving loan	S +	5.25%	9.57	%	12/30/2024	12/30/2030	3,240		(49)		(49)		0.00	%
Eastern Communications Solutions, Inc.	First lien senior secured term loan	S +	5.25%	9.57	%	12/30/2024	12/30/2030	12,612		12,423		12,422		0.81	%

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

57

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

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
Empire Equipment Company, LLC	First lien senior secured revolving loan	S +	6.25%	10.73	%	7/28/2023	1/17/2025	439		187		184		0.01	%
Empire Equipment Company, LLC	First lien senior secured term loan	S +	6.25%	10.72	%	7/28/2023	1/17/2025	1,652		1,651		1,638		0.11	%
Lehman Pipe Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.52	%	8/30/2024	8/30/2030	5,309		(100)		(92)		(0.01)	%
Lehman Pipe Buyer, LLC	First lien senior secured term loan	S +	5.00%	9.52	%	8/30/2024	8/30/2030	29,550		28,986		29,037		1.88	%
Montway LLC	First lien senior secured delayed draw term loan	S +	6.25%	10.96	%	7/28/2023	11/4/2025	662		660		659		0.04	%
Montway LLC (6)	First lien senior secured revolving loan	S +	6.25%	10.96	%	7/28/2023	11/4/2025	150		(1)		(1)		0.00	%
Montway LLC	First lien senior secured term loan	S +	6.25%	10.96	%	7/28/2023	11/4/2025	701		698		697		0.05	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.59	%	8/5/2022	8/5/2028	3,193		3,161		3,169		0.21	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.08	%	8/5/2022	8/5/2028	2,694		2,652		2,674		0.17	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.88	%	8/5/2022	8/5/2028	2,673		2,635		2,654		0.17	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.20	%	12/1/2023	8/5/2028	4,672		4,574		4,637		0.30	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.30	%	3/29/2024	8/5/2028	7,190		7,039		7,136		0.46	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	6.75	%	10/31/2024	8/5/2028	4,221		2,459		2,467		0.16	%
NEFCO Holding Company, LLC	First lien senior secured delayed draw term loan	S +	5.75%	10.10	%	10/31/2024	8/5/2028	4,221		4,180		4,190		0.27	%
NEFCO Holding Company, LLC	First lien senior secured revolving loan	P +	4.75%	12.25	%	8/5/2022	8/5/2028	7,269		649		689		0.04	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.45	%	12/1/2023	8/5/2028	652		639		648		0.04	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.34	%	10/31/2024	8/5/2028	3,419		3,386		3,394		0.22	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.27	%	8/13/2024	8/5/2028	2,577		2,555		2,558		0.17	%
NEFCO Holding Company, LLC	First lien senior secured term loan	S +	5.75%	10.27	%	8/5/2022	8/5/2028	17,561		17,238		17,430		1.13	%
Triad Technologies, LLC (6)	First lien senior secured revolving loan	S +	5.25%	9.73	%	7/28/2023	10/31/2025	332		(3)		(3)		0.00	%
Triad Technologies, LLC	First lien senior secured term loan	S +	5.25%	9.73	%	7/28/2023	10/31/2025	1,192		1,183		1,180		0.08	%
Value Added Distributors, LLC (6)	First lien senior secured revolving loan	S +	4.75%	9.10	%	12/19/2024	12/19/2029	3,768		(57)		(57)		0.00	%
Value Added Distributors, LLC	First lien senior secured term loan	S +	4.75%	9.10	%	12/19/2024	12/19/2029	11,267		11,099		11,098		0.72	%
Wolf Gordon Inc (6)	First lien senior secured revolving loan	P +	4.25%	11.75	%	5/1/2024	5/1/2029	3,809		(66)		(61)		0.00	%
Wolf Gordon Inc	First lien senior secured term loan	S +	5.25%	9.58	%	5/1/2024	5/1/2029	20,328		19,969		19,998		1.30	%
										262,244		263,010		17.06	%
Water utilities
Diamondback Buyer, LLC	First lien senior secured delayed draw term loan	S +	5.00%	9.36	%	10/15/2024	7/22/2026	$	3,664	$	1,005	$	1,008	0.07	%
Diamondback Buyer, LLC (6)	First lien senior secured revolving loan	S +	5.00%	9.34	%	7/28/2023	7/22/2026	75		—		(1)		0.00	%
Diamondback Buyer, LLC	First lien senior secured term loan	S +	5.00%	9.34	%	7/28/2023	7/22/2026	1,421		1,413		1,407		0.09	%
										2,418		2,414		0.16	%
Total non-controlled/non-affiliated senior secured debt										$	3,084,605	$	3,080,554	199.88	%
Non-controlled/non-affiliated sponsor subordinated notes

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

58

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

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
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	$	15	0.00	%
Total non-controlled/non-affiliated sponsor subordinated notes									14		15		0.00	%
Total non-controlled/non-affiliated investments									3,084,619		3,080,569		199.88	%
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (29) (30) (31)	Equity - 14.34% membership interest								$	74,533	$	80,638	5.23	%
Twin Brook Segregated Equity Holdings, LLC (29) (30) (31)	Equity - 2.11% membership interest								19		16		0.00	%
Total non-controlled/affiliated investments									74,552		80,654		5.23	%
Total investments									$	3,159,171	$	3,161,223	205.11	%

(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 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. As of December 31, 2024, the reference rates for the floating rate loans were the Term SOFR of 4.49%, the Prime Rate of 7.50%, and CORRA of 3.32%.

(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of December 31, 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 December 31, 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 December 31, 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 $175,771 on which the borrower pays 5.25%.

(14)Principal balance includes reserve for letter of credit of $277,717 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 6.50%.

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

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

59

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

(19)Principal balance includes reserve for letter of credit of $16,960 on which the borrower pays 5.75%.

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

(21)Principal balance includes reserve for letter of credit of $168,934 on which the borrower pays 6.00%.

(22)Principal balance includes reserve for letter of credit of $5,625 on which the borrower pays 6.00%.

(23)Principal balance includes reserve for letter of credit of $429,910 on which the borrower pays 5.50%.

(24)Principal balance includes reserve for letter of credit of $49,807 on which the borrower pays 5.00%.

(25)Principal balance includes reserve for letter of credit of $1,951 on which the borrower pays 5.00%.

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

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

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

(29)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.

(30)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, 2024, the aggregate fair value of these securities is $80,654 or 5.23% 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.

(31)Non-income producing investment.

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

60

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Foreign currency forward contracts
Counterparty	Currency Purchased	Currency Sold	Settlement	Unrealized Appreciation/ (Depreciation)
Wells Fargo Bank, National Association	USD 1,331	CAD 941	1/24/2025	$	(14)
Wells Fargo Bank, National Association	CAD 1,408	USD 1,935	1/24/2025	60
Total				$	46
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	Series A, Tranche A Notes	7.6900	%	S + 3.547%	9/19/2026	$	90,000	149		—		149
Morgan Stanley Capital Services, LLC	Series A, Tranche B Notes	7.7800	%	S + 3.866%	9/19/2028	150,000		(512)		—		(512)
MUFG Bank, Ltd.	Series B, Tranche A Notes	6.4200	%	S + 3.122%	10/15/2028	20,000		(601)		—		(601)
MUFG Bank, Ltd.	Series B, Tranche A Notes	6.4200	%	S + 3.116%	10/15/2028	65,000		(1,939)		—		(1,939)
Wells Fargo Bank, N.A.	Series B, Tranche C Notes	6.5200	%	S + 3.181%	10/15/2029	100,000		(3,527)		—		(3,527)
Morgan Stanley Capital Services, LLC	Series B, Tranche C Notes	6.5200	%	S + 3.384%	10/15/2029	50,000		(1,940)		—		(1,940)
MUFG Bank, Ltd.	Series B, Tranche C Notes	6.5200	%	S + 3.243%	10/15/2029	50,000		(1,925)		—		(1,925)
MUFG Bank, Ltd.	Series B, Tranche C Notes	6.5200	%	S + 3.266%	10/15/2029	90,000		(3,542)		—		(3,542)
Total								$	(13,837)	$	—	$	(13,837)

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

61

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Interest Rate Options
Counterparty	Instrument	Company Receives	Company Sold	Maturity Date	Notional Amount		Fair Value		Upfront Payments/Receipts		Unrealized Appreciation/(Depreciation)
Wells Fargo Bank, N.A.	Sold SOFR Floor with Annnuitized Premium	0.08% Semiannual premium	1.00% 3M SOFR Floor	4/15/2029	$	100,000	152		—		152
Morgan Stanley Capital Services, LLC	Sold SOFR Floor with Annnuitized Premium	0.09% Quarterly premium	1.00% 3M SOFR Floor	4/15/2029	50,000		96		—		96
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.0604% Quarterly premium	1.00% 3M SOFR Floor	7/15/2028	20,000		21		—		21
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.0919% Quarterly premium	1.00% 3M SOFR Floor	4/15/2029	50,000		76		—		76
Morgan Stanley Capital Services, LLC	Sold SOFR Floor with Annnuitized Premium	0.0700% Semiannual premium	1.00% 3M SOFR Floor	12/19/2026	90,000		37		—		37
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.0642% Quarterly premium	1.00% 3M SOFR Floor	7/15/2028	65,000		67		—		67
Morgan Stanley Capital Services, LLC	Sold SOFR Floor with Annnuitized Premium	0.1100% Semiannual premium	1.00% 3M SOFR Floor	9/19/2028	150,000		226		—		226
MUFG Bank, Ltd.	Sold SOFR Floor with Annnuitized Premium	0.0935% Quarterly premium	1.00% 3M SOFR Floor	4/15/2029	90,000		137		—		137
Total							$	812	$	—	$	812

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

62

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.

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 AGTB 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, 2025.

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

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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.

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 or collateral accounts 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

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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 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

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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.

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

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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.

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 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 or the notes utilizing the straight-line method.  For the three months ended March 31, 2025, the Company paid approximately $502,000

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of financing costs. For the three months ended March 31, 2025, the Company amortized approximately $1.8 million of financing costs which have been included in “Interest” expense on the consolidated statements of operations. For the three months ended March 31, 2024, the Company paid approximately $1.6 million of financing costs. For the three months ended March 31, 2024, the Company amortized approximately $630,000 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 months ended March 31, 2025, the Company received approximately $1.0 million of agent fees. During the three months ended March 31, 2025, approximately $1.1 million of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations. For the three months ended March 31, 2024, the Company received approximately $620,000 of agent fees. During the three months ended March 31, 2024, approximately $616,000 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 has elected 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 months ended March 31, 2025 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. On December 23, 2024, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., filed a Certificate of Ownership and Merger, effective immediately, with Twin Brook Equity XXXIII Corp. as the surviving entity.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 months ended March 31, 2025, the Company accrued $87,000 current federal tax. For the three months ended March 31, 2025, the Company accrued approximately $280,000 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 months ended March 31, 2024, the Company accrued $0 current federal tax. For the three months ended March 31, 2024, the Company accrued approximately $311,000 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 March 31, 2025.

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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 months ended March 31, 2025, the Company earned approximately $206,000 of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations. For the three months ended March 31, 2024, the Company earned approximately $591,000 of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations.

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.

Segment Reporting

In accordance with ASC Topic 280 - Segment Reporting (“ASC 280”), the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.

The Company operates through a single operating and reporting segment with an 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. The CODM is the Company’s chief executive officer and the CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase (decrease) in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s stockholders. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated statement of assets and liabilities as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations.

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.

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Investments at fair value and amortized cost consisted of the following as of March 31, 2025 and December 31, 2024:

	March 31, 2025				December 31, 2024
(Amounts in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First lien senior secured debt	$	3,304,409	$	3,298,945	$	3,084,605	$	3,080,554
Sponsor subordinated note	15		16		14		15
Investment in affiliated funds	77,857		85,558		74,552		80,654
Total investments	$	3,382,281	$	3,384,519	$	3,159,171	$	3,161,223

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The industry composition of investments based on fair value as of March 31, 2025 and December 31, 2024 was as follows:

	March 31, 2025		December 31, 2024
Aerospace and defense	1.7	%	2.1	%
Air freight and logistics	0.7	%	0.7	%
Auto components	3.3	%	3.6	%
Building products	0.5	%	0.5	%
Chemicals	1.5	%	1.3	%
Commercial services and supplies	3.7	%	3.7	%
Construction and engineering	4.2	%	3.4	%
Containers and packaging	2.5	%	2.6	%
Distributors	0.1	%	0.1	%
Diversified consumer services	6.2	%	6.0	%
Diversified telecommunication services	0.2	%	0.2	%
Electrical equipment	1.7	%	1.6	%
Electronic equipment, instruments and components	0.3	%	0.1	%
Food and staples retailing	1.8	%	1.5	%
Food products	2.2	%	2.1	%
Gas utilities	—	%	—	%
Health care equipment and supplies	3.4	%	2.9	%
Health care providers and services	24.2	%	24.9	%
Health care technology	1.2	%	1.2	%
Household durables	4.0	%	4.3	%
Industrial Conglomerates	0.4	%	0.5	%
Insurance	0.4	%	0.3	%
Interactive Media & Services	0.6	%	0.7	%
Internet and direct marketing retail	0.7	%	0.7	%
IT services	2.0	%	1.8	%
Leisure equipment and products	0.2	%	0.2	%
Leisure products	—	%	—	%
Life sciences tools and services	1.9	%	1.4	%
Machinery	3.9	%	4.1	%
Media	8.5	%	9.2	%
Metals and mining	0.1	%	0.1	%
Multiline Retail	1.5	%	1.6	%
Multisector holdings	2.5	%	2.6	%
Pharmaceuticals	—	%	—	%
Personal products	—	%	—	%
Professional services	1.1	%	1.1	%
Real estate management and development	0.1	%	0.1	%
Semiconductors and semiconductor equipment	—	%	—	%
Software	2.6	%	2.8	%
Specialty retail	0.5	%	0.5	%
Textiles, apparel and luxury goods	1.0	%	1.1	%
Trading companies and distributors	8.5	%	8.3	%
Water utilities	0.1	%	0.1	%
Total	100.0	%	100.0	%

As of March 31, 2025, approximately 100.0% of investments held were based in the United States and approximately 0.0% were based in Canada. As of December 31, 2024, approximately 100.0% of investments held were based in the United States and approximately 0.0% were based in Canada.

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Note 4.  Fair Value of Investments

Fair Value Disclosures

The following table presents the fair value hierarchy of financial instruments as of March 31, 2025 and December 31, 2024:

	Assets at Fair Value as of March 31, 2025
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
First lien senior secured debt	$	—	$	—	$	3,298,945	$	3,298,945
Sponsor subordinated note	—		—		16		16
Foreign currency forward contracts	—		1		—		1
Interest rate swaps/options	—		3,310		—		3,310
Total	$	—	$	3,311	$	3,298,961	$	3,302,272
Investments measured at net asset value(1)							$	85,558
Total financial instruments, at fair value							$	3,387,830

(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 March 31, 2025
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Interest rate swaps/options	$	—	$	(7,290)	$	—	$	(7,290)
Total	$	—	$	(7,290)	$	—	$	(7,290)

	Assets at Fair Value as of December 31, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
First lien senior secured debt	$	—	$	—	$	3,080,554	$	3,080,554
Sponsor subordinated note	—		—		15		15
Foreign currency forward contracts	—		60		—		60
Interest rate swaps/options	—		961		—		961
Total	$	—	$	1,021	$	3,080,569	$	3,081,590
Investments measured at net asset value(1)							$	80,654
Total financial instruments, at fair value							$	3,162,244

(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, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Foreign currency forward contracts	$	—	$	(14)	$	—	$	(14)
Interest rate swaps/options	—		(13,986)		—		(13,986)
Total	$	—	$	(14,000)	$	—	$	(14,000)

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 months ended March 31, 2025 and 2024:

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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 March 31, 2025*
(Amounts in thousands)	Balance 1/1/2025		Purchases and Drawdowns		Sales and Paydowns		Other**		Realized Gains/ (Losses)		Change in Unrealized Appreciation/(Depreciation)		Balance 3/31/2025		Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 3/31/2025
First lien senior secured debt	$	3,080,554	$	315,233	$	(101,538)	$	6,062	$	48	$	(1,414)	$	3,298,945	$	(1,414)
Sponsor subordinated note	15		—		—		—		—		1		16		1
Total	$	3,080,569	$	315,233	$	(101,538)	$	6,062	$	48	$	(1,413)	$	3,298,961	$	(1,413)

	Level 3 Assets at Fair Value for the Three Months Ended March 31, 2024*
(Amounts in thousands)	Balance 1/1/2024				Purchases and Drawdowns		Sales and Paydowns		Other**		Realized Gains/ (Losses)		Change in Unrealized Appreciation/(Depreciation)		Balance 3/31/2024		Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 3/31/2024
First lien senior secured debt	$	1,343,692	$	—	$	450,844	$	(27,765)	$	3,219	$	—	$	(1,815)	$	1,768,175	$	(1,815)
Sponsor subordinated note	13				—		—		—		—		—		13		—
Total	$	1,343,705			$	450,844	$	(27,765)	$	3,219	$	—	$	(1,815)	$	1,768,188	$	(1,815)

*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 March 31, 2025 and December 31, 2024. 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.

Asset Class	Fair Value as of 3/31/25		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	$	3,096,398	Discounted cash flow	Yield	8.7% - 66.3%	10.5	%	Decrease
First lien senior secured debt	1,377		Market comparable	Forward Revenue multiple	0.9x - 2.0x	1.3x		Increase
First lien senior secured debt	5,072		Market comparable	LTM Revenue multiple	0.5x - 0.8x	0.6x		Increase
First lien senior secured debt	1,535		Market comparable	LTM EBITDA multiple	14.0x	14.0x		Increase
Sponsor subordinated note	16		Market comparable	LTM EBITDA multiple	7.6x	7.6x		Increase
	$	3,104,398

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TPG Twin Brook Capital Income Fund

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Asset Class	Fair Value as of 12/31/24		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	$	2,379,881	Discounted cash flow	Yield	9.3% - 56.3%	10.9	%	Decrease
First lien senior secured debt	1,483		Market comparable	Forward Revenue multiple	0.9x - 2.0x	1.3x		Increase
First lien senior secured debt	1,845		Market comparable	LTM EBITDA multiple	14.3x	14.3x		Increase
First lien senior secured debt	1,345		Market comparable	Forward EBITDA multiple	8.4x	8.4x		Increase
First lien senior secured debt	2,048		Market comparable	LTM Revenue multiple	0.6x	0.6x		Increase
Sponsor subordinated note	15		Market comparable	LTM EBITDA multiple	7.6x	7.6x		Increase
	$	2,386,617

(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 $194,563,000 as of March 31, 2025 and $693,952,000 as of December 31, 2024, 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 March 31, 2025 and December 31, 2024, the asset coverage ratio was 200.5% and 188.3%, respectively.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

For the three months ended March 31, 2025 and 2024 the components of interest expense were as follows:

(Amounts in thousands)	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Interest expense	$	30,170		$	14,055
Amortization of deferred financing costs	1,783			630
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps	—			773
Hedged items	—
Total interest expense	$	31,953		$	15,458
Average interest rate	6.85		%	7.87		%
Average daily borrowings	$	1,709,148		$	665,103

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 required to meet financial covenants under the MSPV Credit Facility agreement. As of March 31, 2025 and December 31, 2024, 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.

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TPG Twin Brook Capital Income Fund

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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 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 March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, the Company was in compliance with all such covenants.

As of March 31, 2025, there are approximately $297.0 million in borrowings outstanding on the ASPV Credit Facility, $375.0 million in borrowings outstanding on the MSPV Credit Facility and $36.0 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 - Series A

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

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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 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 March 31, 2025 and December 31, 2024, the Company was in compliance with all financial covenants and other requirements of each of the Series A, Tranche A Notes and Tranche B Notes.

Private Placement Notes - Series B

On October 15, 2024, the Company, entered into a First Supplement to the Master Note Purchase Agreement dated as of March 19, 2024 , governing 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 “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 (the “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 Tranche A Notes and Tranche B Notes, the “Series B Notes”), to qualified institutional investors in a private placement. The Tranche B Notes bear interest at a floating interest rate equal to three-month SOFR plus 3.24% per annum. The Series B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Series B Tranche A Notes and the Series B Tranche B Notes and $100 million 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 million and $90 million were delivered and paid for on November 14, 2024 and December 12, 2024, respectively.

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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TPG Twin Brook Capital Income Fund

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	As of March 31, 2025
(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 Interests1	$	76,000	None	Not Rated
Total CLO Transaction	$	445,000

(1) Equity Interests were retained by the Company as of March 31, 2025.

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, a 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 March 31, 2025 and December 31, 2024, the Company did not have borrowings under Short-Term Financing Transactions.

78

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Total debt consisted of the following as of March 31, 2025:

	As of March 31, 2025
(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	$	297,000	$	33,163	$	297,000	$	504,929
MSPV Credit Facility	500,000		375,000		125,000		375,000		801,691
Truist Credit Facility	975,000		36,000		808,282		36,000		1,547,426
Series A Tranche A Notes	90,000		90,000		—		90,216		—
Series A Tranche B Notes	150,000		150,000		—		150,788		—
Series B Tranche A Notes	85,000		85,000		—		85,438		—
Series B Tranche B Notes	25,000		25,000		—		25,000		—
Series B Tranche C Notes	290,000		290,000		—		291,411		—
CLO Transaction	369,000		369,000		—		369,000		444,915
Total	$	2,984,000	$	1,717,000	$	966,445	$	1,719,853	$	3,298,961

(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.

Total debt consisted of the following as of December 31, 2024:

	As of December 31, 2024
(Amounts in thousands)	Maximum Principal Amount Committed		Principal Amount Outstanding		Principal Amount Available(1)		Carrying Value		Assets Pledged as Collateral(2)
ASPV Credit Facility	$	500,000	$	251,300	$	69,062	$	251,300	$	493,142
MSPV Credit Facility	500,000		191,400		101,922		191,400		505,122
Truist Credit Facility	975,000		299,600		546,860		299,600		1,639,675
Series A Tranche A Notes	90,000		90,000		—		89,732		—
Series A Tranche B Notes	150,000		150,000		—		148,799		—
Series B Tranche A Notes	85,000		85,000		—		84,330		—
Series B Tranche B Notes	25,000		25,000		—		25,000		—
Series B Tranche C Notes	290,000		290,000		—		286,838		—
CLO Transaction	369,000		369,000		—		369,000		442,629
Total	$	2,984,000	$	1,751,300	$	717,844	$	1,745,999	$	3,080,569

(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.

79

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

Average debt outstanding and weighted average interest rates of outstanding debt for the three months ended March 31, 2025 and 2024 were as follows:

	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
	Weighted Average Interest Rate	Average Debt Outstanding (in thousands)		Weighted Average Interest Rate	Average Debt Outstanding (in thousands)
ASPV Credit Facility	6.75%	$	298,290	8.06%	$	212,435
MSPV Credit Facility	6.78%	$	310,391	7.74%	$	261,637
Truist Credit Facility	6.61%	$	91,467	7.56%	$	147,947
Series A Tranche A Notes	7.69%	$	90,000	7.69%	$	64,380
Series A Tranche B Notes	7.78%	$	150,000	7.78%	$	107,299
Series B Tranche A Notes	6.42%	$	85,000
Series B Tranche B Notes	7.58%	$	25,000
Series B Tranche C Notes	6.52%	$	290,000
CLO Transaction	6.79%	$	369,000	7.57%	$	166,993
Total Weighted Average	6.85%	$	1,709,148	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

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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.

For the three months ended March 31, 2025, the Administrator charged approximately $376,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three months ended March 31, 2024, the Administrator charged approximately $232,000 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 March 31, 2025 and December 31, 2024, the Company has approximately $2.9 million and $3.1 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.

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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 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 months ended March 31, 2025, the Company accrued approximately $4.9 million of base management fees payable to the Adviser. For the three months ended March 31, 2024, the Company accrued approximately $2.6 million of base management fees payable to the Adviser. As of March 31, 2025 and December 31, 2024, base management fees payable by the Company to the Adviser were approximately $4.9 million and $4.6 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

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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 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 months ended March 31, 2025, the Company accrued approximately $6.1 million of income incentive fees. For the three months ended March 31, 2024, the Company accrued approximately $3.6 million of income incentive fees. As of March 31, 2025 and December 31, 2024, the Company had approximately $6.1 million and $5.5 million, respectively, of income incentive fees payable, respectively.

As of March 31, 2025, the Company had approximately $0.0 million of accrued capital gains incentive fees, of which none were paid or payable to the Adviser. As of December 31, 2024, the Company had no accrued capital gains incentive fees, of which none were paid or payable to the Adviser, representing no change in accrued capital gains incentive fees.

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

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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 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 months ended March 31, 2025, the Company accrued approximately $257,000 of Class S shareholder servicing and distribution fees, of which -$74,000 of servicing fees were waived. For the three months ended March 31, 2024, the Company accrued approximately $88,000 and less than $1,000, of Class S and Class D shareholder servicing and distribution fees, respectively, of which $62,000 of Class S servicing fees were waived

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.

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For the three months ended March 31, 2025 and 2024, no such Expense Payments were made by the Adviser.

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 Equity Holdings, LLC. These were created to hold equity interests that are purchased alongside the underlying portfolio companies’ debt.

Fair value for the three months ended March 31, 2025 and 2024, and transactions of the Company’s investments in affiliates were as follows:

	Investment in Affiliated Funds at Fair Value for the Three Months Ended March 31, 2025
(Amounts in thousands)	Fair Value as of January 1, 2025		Gross Additions		Gross Reductions		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Fair Value as of March 31, 2025		Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC	$	80,638	$	3,504	$	(544)	$	345	$	1,596	$	85,539	$	—
Twin Brook Segregated Equity Holdings, LLC	16		—		—		—		3		19		—
Total non-controlled/affiliated investments	$	80,654	$	3,504	$	(544)	$	345	$	1,599	$	85,558	$	—

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	Investment in Affiliated Funds at Fair Value for the Three Months Ended March 31, 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 March 31, 2024		Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC	$	54,697	$	6,050	$	(237)	$	—	$	1,595	$	62,105	$	—
Twin Brook Segregated Equity Holdings, LLC	17		—		—		—		4		21		—
Total non-controlled/affiliated investments	$	54,714	$	6,050	$	(237)	$	—	$	1,599	$	62,126	$	—

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 months ended March 31, 2025, the Company’s monthly average USD notional exposure to derivatives was approximately $615,424,385. For the three months ended March 31, 2024 the Company’s monthly average USD notional exposure to derivatives was approximately $1,521,000.

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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 months ended March 31, 2025 and 2024:

	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Net change in unrealized gain (loss) on foreign currency forward contracts	$	(45)	67
Net change in unrealized gain (loss) on interest rate options	436		—
Realized (loss) on foreign currency forward contracts	47		(32)

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 months ended March 31, 2025 and 2024:

(Amounts in thousands)	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024		Financial Statement Location
Interest rate swaps	$	(8,611)	$	(773)	Interest expense
Hedged items	$	8,155	$	—	Interest expense

The table below presents the carrying value of unsecured borrowings as of March 31, 2025 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	Principal Amount (Amounts in thousands)		Carrying Value (Amounts in thousands)		Cumulative Hedging Adjustments (Amounts in thousands)
Series A Tranche A Notes	$	90,000	$	90,216	$	216
Series A Tranche B Notes	150,000		150,788		788
Series B, Tranche A Notes	85,000		85,438		438
Series B, Tranche C Notes	290,000		291,411		1,411
Total	$	615,000	$	617,853	$	2,853

The table below presents the carrying value of unsecured borrowings as of December 31, 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:

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Description	Principal Amount (Amounts in thousands)		Carrying Value (Amounts in thousands)		Cumulative Hedging Adjustments (Amounts in thousands)
Series A, Tranche A Notes	$	90,000	$	89,732	$	(268)
Series A, Tranche B Notes	150,000		148,799		(1,201)
Series B, Tranche A Notes	85,000		84,330		(670)
Series B, Tranche C Notes	290,000		286,838		(3,162)
Total	$	615,000	$	609,699	$	(5,301)

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 March 31, 2025 and December 31, 2024, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	March 31, 2025		December 31, 2024
First lien senior secured debt	(Amounts in thousands)		(Amounts in thousands)
50Floor, LLC	$	106	$	146
626 Holdings Equity, LLC	3		39
A.P.A Industries, LLC	1,523		1,523
Abrasive Technology Intermediate, LLC	52		104
ACES Intermediate, LLC	7,114		7,114
Advanced Lighting Acquisition, LLC	972		324
ADVI Health, LLC	1,062		1,062
Advocate RCM Acquisition Corp	2,902		2,902
AEP Passion Intermediate Holdings, Inc.	14		14
AFC Industries, Inc.	10,242		10,258
Affinitiv, Inc.	161		186
Agility Intermediate, Inc.	53		53
AHR Intermediate, Inc	13,790		13,790
AirPro Diagnostics, LLC	4,985		—
AKS Engineering and Forestry, LLC	2,890		—
Alcresta Buyer, Inc	16,797		16,797
Aligned Dental Management Services, LLC	6,505		—
ALM Media, LLC	2,688		2,068
AlphaCoin LLC	7,537		7,537
Altamira Material Solutions, LP	11		11
AM Buyer, LLC	851		32

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Portfolio Company	March 31, 2025	December 31, 2024
American Family Care, LLC	5,756	5,756
Answer Acquisition, LLC	658	759
Aptitude Health Holdings, LLC	267	227
Aquatic Sales Solutions, LLC	70	70
ASC Ortho Management, LLC	—	17
Ascend Plastic Surgery Partners MSO LLC	24,879	24,879
Ascent Lifting, Inc.	2,500	2,500
ASP Global Acquisition, LLC	7,906	9,872
AvCarb, LLC	28	32
AWI Group, LLC	7,553	7,553
Baker Manufacturing Company, LLC	2,898	2,898
Banner Buyer, LLC	370	296
Barkley, LLC	2,300	2,300
BBG Intermediate Holdings, Inc.	4	4
BCI Burke Holding Corp.	9,036	9,036
Beacon Oral Specialists Management LLC	188	188
Beghou Consulting, LLC	2,714	1,136
Behavior Frontiers, LLC	1,344	1,344
Best Version Media Acquisition, LLC	2,897	3,976
Bestop, Inc	12,438	12,615
BPCP EE Intermedco LLC	3,387	3,387
BPCP NSA Intermedco, Inc	13,497	13,497
BPCP WLF Intermedco LLC	16,844	16,844
BSC ASI BUYER, LLC	3,661	3,661
BSC Top Shelf Blocker LLC	2,256	2,256
Bulk Lift International, LLC	1,157	1,801
Canadian Orthodontic Partners Corp	28	30
CAP KSI Holdings LLC	4,287	5,835
CARDS Acquisition, Inc	22,754	27,012
Certified Collision Group Acquisition Corp	19	19
Champion Motorsports Group, LLC	41	56
CL Services Acquisition, LLC	9,581	11,529
CNS Purchaser, LLC	14,280	14,280
Community Care Partners, LLC	17	23
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC	3,709	—
Copperweld Group, Inc.	888	200
Cosmetic Solutions, LLC	252	252
CPS Power Buyer, LLC	3,079	3,079
CR Services Intermediate, LLC	94	94
CSL Intermediate Acquisition LLC	2,553	2,553
Custom Agronomics Holdings, LLC	393	786
Datum Acquisition, LLC	1,312	1,312
DealerOn Inc.	314	314
Dermatology Medical Partners OpCo, LLC	9	9
Diamondback Buyer, LLC	75	2,713

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Portfolio Company	March 31, 2025	December 31, 2024
DNS IMI Acquisition Corp	41	38
Double E Company, LLC	230	265
Duggal Acquisition, LLC	12,543	11,079
Dykstra's Auto, LLC	82	88
Dynamic Campus Acquisition, Inc.	13,264	—
Eastern Communications Solutions, Inc.	3,240	3,240
Edko Acquisition, LLC	26	26
EH Management Company, LLC	38	38
Empire Equipment Company, LLC	251	251
Endodontic Practice Partners, LLC	13,777	11,438
E-Phoenix Acquisition Co. Inc.	41	53
Esquire Deposition Solutions, LLC	6,439	7,666
Ever Fresh Fruit Company, LLC	2,394	3,893
Exclusive Concepts, LLC	3,343	4,833
Fastlap, LLC	14,130	14,806
Formulated Buyer, LLC	2	2
Franchise Fastlane, LLC	15	15
FreshAddress, LLC	30	30
Fyzical Buyer, LLC	1,339	1,653
Genius Bidco, LLC	7,755	8,231
Geriatric Medical and Surgical Supply, LLC	300	300
Gold Medal Holdings, Inc.	3,943	3,986
Golden Bear PT Partners, LLC	11	11
GPSTrackit Holdings, LLC	4,429	4,429
GS XX Corporation	2,381	2,381
Guardian Dentistry Practice Management, LLC	4,188	4,188
H2 Holdco, Inc.	14,765	16,664
Harley Exteriors Acquisition, LLC	5,251	5,251
Health and Wellness Partners LLC	8,288	—
HEC Purchaser Corp.	7,843	7,843
Helpware, Inc.	2,531	2,531
Highland Acquisition, Inc.	1,771	1,771
HLSG Intermediate, LLC	2,960	16
Home Brands Group Holdings, Inc.	48	48
HTI Intermediate, LLC	3,455	3,770
Hultec Buyer, LLC	3,288	3,288
Hydromax USA, LLC	182	182
Icelandirect, LLC	6	6
Icreon Holdings, LLC	536	1,071
IMA Group Management Company, LLC	192	192
Infolinks Media Buyco, LLC	38	38
Innovative FlexPak, LLC	182	232
IPC Pain Acquisition, LLC	1,140	1,140
Ironhorse Purchaser, LLC	4,941	3,924
ISPN Intermediate, LLC	718	718

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Portfolio Company	March 31, 2025	December 31, 2024
ISSA, LLC	92	131
Johns Byrne LLC	4,039	4,039
Juniper Landscaping Holdings LLC	465	1,630
K-1 Packaging Group, LLC.	6,748	6,579
Kaizen Auto Care, LLC	83	117
Keystone Partners, LLC	2,753	3,691
Kittyhawk, Inc	3,571	3,571
Kravet Design LLC	4,349	4,349
Kwalu, LLC	4,724	4,049
L&J Holding Company LLC	12,027	12,027
Lakeshirts LLC	14,688	18,474
Lawn Care Holdings Purchaser, Inc	12,099	13,262
Lehman Pipe Buyer, LLC	5,309	5,309
Leonard Group, Inc.	156	156
Load One Purchaser Corporation	2,668	3,201
MacKenzie Childs Acquisition, Inc.	2,699	3,374
MacNeill Pride Group Corp.	287	215
Mad Rose Company, LLC	266	342
Main Street Gourmet, LLC	38	38
Mattco Forge, Inc.	3,691	4,307
Medical Technology Associates, Inc.	1,101	1,966
Merge USA, Inc	2,515	—
MetaSource, LLC	53	52
Millennia Patient Services, LLC	40	53
Montway LLC	—	150
MRC Keeler Acquisition, LLC	150	150
MS Pain, LLC	6,899	6,899
MWEC Management, LLC	4,168	4,168
My Buyer, LLC	1,494	4,633
Nasco Healthcare Inc.	1,175	1,982
NEFCO Holding Company, LLC	7,241	8,248
Nelson Name Plate Company	90	90
Network Partners Acquisition, LLC	38	38
Nimlok Company, LLC	320	320
NORTH & WARREN, LLC	954	—
NTM Acquisition Corp	1,809	995
NutriScience Innovations, LLC	131	131
NWI Merger Sub, Inc	8,933	8,933
Optimized Marketing Acquisition, LLC	169	169
Outerbox, LLC	6,357	6,357
P and R Dental Strategies, LLC	12	19
P1 DENTAL MSO, LLC	6,428	—
Palmetto Technology Group, LLC	9,638	9,781
Peak Investment Holdings, LLC	177	274
Peninsula MMGY Corporation	3,691	3,691

91

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Portfolio Company	March 31, 2025	December 31, 2024
PharmaForceIQ INC.	2,093	2,093
PHGP MB Purchaser, Inc.	75	58
Pink Lily Holdings, LLC	31	31
Polaris Labs Acquisition, LLC	2,123	2,123
Polycorp Ltd	18,583	18,583
PPW Acquisition, LLC	8	9
PRA Acquisition, LLC	56	56
Premier Early Childhood Education Partners LLC	8,631	6,261
Premier Produce One, LLC	6,752	—
PRM Management Company, LLC	1,969	1,969
Purpose Home Health Acquisition, LLC	11,028	11,028
Qin's Buffalo, LLC	4,500	4,515
Quality Liaison Services of North America, Inc	1,629	1,629
Raneys, LLC	1,964	1,964
Rapid Fire Safety and Security, LLC	5,547	—
Redwood Buyer, LLC	9,499	—
Reliable Medical Supply LLC	381	7
Renovation Systems, LLC	3,441	3,309
Revival Animal Health, LLC	—	52
RKD Group, LLC	6,872	6,872
RMS Health Care Management, LLC	1,620	1,620
Rose Paving, LLC	7,490	7,943
RTP Acquisition, LLC	15	15
Sage Dental Management, LLC	10,424	12,772
SAMGI Buyer, Inc.	138	138
SCP ENT and Allergy Services, LLC	—	51
SCP OMS Services, LLC	12,613	—
SENS Intermediate Holdings LLC	5,866	—
Shasta Buyer, LLC	4,307	3,732
ShiftKey, LLC	110	110
Signature Dental Partners LLC	10,600	10,589
Signature MD, Inc	8,121	8,274
Silver Falls MSO, LLC	—	12
SimiTree Acquisition LLC	128	128
Simko Merger Sub LLC	4,835	4,835
Sixarp, LLC	1,306	2,053
Southeast Primary Care Partners, LLC	45	150
Southern Orthodontic Partners Management, LLC	3,979	5,905
Southern Sports Medicine Partners, LLC	27	27
Spear Education Holdings, LLC	6,124	7,290
Spectrum Solutions, LLC	40	107
SPG Holdco, LLC	2,070	2,070
Star Dental Partners LLC	15,405	15,405
Starwest Botanicals Acquisition, LLC	65	87
Stax Holding Company, LLC	60	60

92

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Portfolio Company	March 31, 2025		December 31, 2024
Steel City Wash, LLC	—		12
Storm Smart Buyer LLC	26		26
Sun Orchard, LLC	10,825		11,435
Superior Insurance Partners LLC	11,508		14,403
Surplus Solutions, LLC	5,195		6,080
Teel Plastics, LLC	146		324
The Channel Company, LLC	39		43
The Chempetitive Group, LLC	13,578		13,919
Trademark Global, LLC	18		18
Transitions Intermediate Holdings, LLC	1,765		1,765
Treat Planet Acquisition, LLC	2,422		1,965
Triad Technologies, LLC	332		332
TruBlue LLC	3,761		3,761
TSR Concrete Coatings, LLC	843		537
U.S. Urology Partners, LLC	1,401		1,401
United Land Services Opco Parent, LLC	339		333
Universal Pure, LLC	2,321		2,104
US Anchors Group Inc	3,275		3,275
US Foot and Ankle Specialists, LLC	2,699		2,699
USSC Holding Corp	7,177		7,177
Value Added Distributors, LLC	3,768		3,768
Vanguard Packaging, LLC	1,616		3,821
Varsity DuvaSawko Operating Corp.	3,459		3,459
Varsity Rejuvenate Partners, LLC	5,078		5,078
Vehicle Accessories, Inc.	—		877
VersiCare Management LLC	5,846		6,034
VetEvolve Holdings, LLC	6,812		8,821
Vintage Parts, Inc	1,075		—
WCI Volt Purchaser, LLC	2,249		2,249
Western Veterinary Partners, LLC	10,870		20,872
Westminster Cracker Company, Inc.	1,380		1,380
White Label Communications,LLC	1,457		1,534
Wolf Gordon Inc	3,809		3,809
WTWH Buyer, LLC	1,638		1,638
Yard-Nique, Inc	1,225		807
Zipline Logistics, LLC	574		574
Total unfunded portfolio company commitments	$	864,349	$	820,807

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 March 31, 2025, management was not aware of any material pending or threatened litigation.

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Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 9.  Net Assets

Equity Issuances

As of March 31, 2025 and December 31, 2024, the Company had 68,346,039 and 60,925,719, 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 months ended March 31, 2025 and 2024:

	Three Months Ended March 31, 2025
	Shares	Amount in Thousands
Class I:
Proceeds from shares sold	5,435,339	$	137,433
Share transfers between classes	2,989	76
Distributions reinvested	366,673	9,272
Repurchased shares, net of early repurchase reduction	(255,521)	(6,464)
Net increase (decrease)	5,549,480	$	140,317

	Three Months Ended March 31, 2025
	Shares	Amount in Thousands
Class S:
Proceeds from shares sold	1,800,742	$	45,531
Share transfers between classes	—	—
Distributions reinvested	65,102	1,646
Repurchased shares, net of early repurchase reduction	(2,189)	(55)
Net increase (decrease)	1,863,655	$	47,122

	Three Months Ended March 31, 2025
	Shares	Amount in Thousands
Class D:
Proceeds from shares sold	11,540	$	292
Share transfers between classes	(2,989)	(76)
Distributions reinvested	606	15
Repurchased shares, net of early repurchase reduction	(1,971)	(50)
Net increase (decrease)	7,186	$	181

	Three Months Ended March 31, 2024
	Shares	Amount in Thousands
Class I:
Proceeds from shares sold	9,037,566	$	229,767
Distributions reinvested	159,741	4,060
Repurchased shares, net of early repurchase reduction	(19,539)	(487)
Net increase (decrease)	9,177,768	$	233,340

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	Three Months Ended March 31, 2024
	Shares	Amount in Thousands
Class S:
Proceeds from shares sold	615,766	$	15,653
Distributions reinvested	28,689	729
Net increase (decrease)	644,455	$	16,382

	Three Months Ended March 31, 2024
	Shares	Amount in Thousands
Class D:
Proceeds from shares sold	24,776	$	630
Distributions reinvested	787	20
Net increase (decrease)	25,563	$	650

Dividends

The following table reflects dividends declared on common shares during the three months ended March 31, 2025 and 2024:

For the Three Months Ended March 31, 2025
			Class I
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2025	January 31, 2025	February 26, 2025	$	0.2300	$	13,438
February 25, 2025	February 28, 2025	March 27, 2025	$	0.2200	$	13,365
March 28, 2025	March 31, 2025	April 28, 2025	$	0.2200	$	13,788

For the Three Months Ended March 31, 2025
			Class S
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2025	January 31, 2025	February 26, 2025	$	0.2171	$	933
February 25, 2025	February 28, 2025	March 27, 2025	$	0.2084	$	969
March 28, 2025	March 31, 2025	April 28, 2025	$	0.2071	$	1,159

For the Three Months Ended March 31, 2025
			Class D
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2025	January 31, 2025	February 26, 2025	$	0.2300	$	16
February 25, 2025	February 28, 2025	March 27, 2025	$	0.2200	$	17
March 28, 2025	March 31, 2025	April 28, 2025	$	0.2200	$	17

95

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Notes to Consolidated Financial Statements (Unaudited) - Continued

For the Three Months Ended March 31, 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

For the Three Months Ended March 31, 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

For the Three Months Ended March 31, 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

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.

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

96

TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 three months ended March 31, 2025:

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 29, 2025	259,680	0.4	%	$	25.30	December 31, 2024	$	6,564	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.

The following table presents the share repurchases completed during the three months ended March 31, 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

(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.

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 three months ended March 31, 2025 and 2024 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.  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

97

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Notes to Consolidated Financial Statements (Unaudited) - Continued

capital or total distributable earnings (losses), as appropriate. There were $612,000 and $656,244 of permanent differences for the three months ended three months ended March 31, 2025 and 2024, respectively.

Note 11.  Financial Highlights

The following are financial highlights for a common share outstanding for Class I, S, and D for the three months ended March 31, 2025 and 2024.

(Amounts in thousands, except share and per share amounts)	Three Months Ended March 31, 2025
	Class I			Class S*			Class D*
Per share data:
Net asset value, beginning of period	$	25.30		$	25.30		$	25.30
Net investment income (loss)(1)	0.65			0.61			0.65
Net realized and unrealized gain (loss)(2)	0.01			0.01			0.01
Total from operations	0.66			0.62			0.66
Dividends declared	(0.67)			(0.63)			(0.67)
Total increase (decrease) in net assets	(0.01)			(0.01)			(0.01)
Net asset value, end of period	$	25.29		$	25.29		$	25.29
Shares outstanding, end of period	62,673,057			5,593,418			79,564
Total return(3)(12)	2.6%			2.5%			2.6%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)	11.2%			12.3		%	11.3		%
Ratio of total net operating expenses to average net assets(4)(5)(7)	0.6%			0.6%			0.6%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)	10.5%			10.3%			10.5%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)	10.4%			10.2%			10.4%
Net assets, end of period	$	1,585,048		$	141,462		$	2,012
Weighted average shares outstanding	60,612,620			4,798,726			75,516
Portfolio turnover rate(10)	3.1		%	3.1		%	3.1		%
Asset coverage ratio(11)	200.5		%	200.5		%	200.5		%

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Notes to Consolidated Financial Statements (Unaudited) - Continued

(Amounts in thousands, except share and per share amounts)	Three Months Ended March 31, 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)	0.68			0.67			0.66
Net realized and unrealized gain (loss)(2)	0.00			(0.01)			0.00
Total from operations	0.68			0.66			0.66
Dividends declared	(0.69)			(0.67)			(0.67)
Total increase (decrease) in net assets	(0.01)			(0.01)			(0.01)
Net asset value, end of period	$	25.40		$	25.40		$	25.40
Shares outstanding, end of period	39,422,288			1,825,665			38,263
Total return(3)(12)	2.7%			2.6%			2.6%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)	10.4%			10.7		%	10.7		%
Ratio of total net operating expenses to average net assets(4)(5)(7)	0.6%			0.6%			60.0%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)	11.4		%	11.1		%	11.0		%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)	11.3		%	11.0		%	10.8		%
Net assets, end of period	$	1,001,429		$	46,377		$	972
Weighted average shares outstanding	35,153,542			1,635,950			29,527
Portfolio turnover rate(10)	1.8		%	1.8		%	1.8		%
Asset coverage ratio(11)	226.2		%	226.2		%	226.2		%

(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 2.7%, as a percent of average net assets for the three months ended March 31, 2025 for Class I, Class S, and Class D. Included in total expenses are incentive fees of 0.4%, 0.4%, and 0.4%, respectively, as a percent of average net assets for the three months ended March 31, 2024 for Class I, Class S, and Class D respectively.The impact of the waiver included in total expenses net of waivers was 2.7% for Class S shares and was not applicable to Class D or Class I shares for the three months ended March 31, 2025. The impact of the waiver included in total expenses net of waivers was (0.1)% for Class S shares and was not applicable to Class D or Class I shares for the three months ended March 31, 2024.

(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.

99

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Notes to Consolidated Financial Statements (Unaudited) - Continued

(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.

(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 12.  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 $88 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 April 1, 2025. Additionally, the Company received approximately $69 million of net proceeds relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective May 1, 2025.

On April 24, 2025, the Company’s Board declared net distributions of $0.2200, $0.2075, and $0.2200 per Class I share, Class S share, and Class D share, respectively, payable on May 28, 2025 to shareholders of record as of April 30, 2025.

Effective April 28, 2025, the Company repurchased 1,248,893 shares for $31,529,688, net of Early Repurchase Deductions, when applicable.

100

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, 2024 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 have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

On March 17, 2025, our board of trustees (the “Board”) adopted the Fifth Amended and Restated Agreement and Declaration of Trust in order to address comments from certain state securities divisions. Further, to reflect comments from certain state securities divisions, on March 17, 2025, the Board adopted the Fourth Amended and Restated Bylaws (the “Fourth 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.

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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.

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.

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 March 31, 2025, 98.7% 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.

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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 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.

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As of March 31, 2025, we had borrowings of $1,719.9 million outstanding at an average all-in rate of 6.85%, which is included in debt on the consolidated statements of assets and liabilities. As of December 31, 2024, the Company had borrowings of $1,751.3 million outstanding at an average all-in rate of 7.56%. We incurred approximately $30.2 million and $14.1 million of interest and unused commitment fees for the three months ended March 31, 2025 and 2024, 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 March 31, 2025, based on fair value, our portfolio consisted of 97.47% first lien senior secured debt investments and 2.53% investments in affiliated funds that hold our equity co-investments. As of December 31, 2024, based on fair value, our portfolio consisted of 97.45% first lien senior secured debt investments and 2.55% investments in affiliated funds that hold our equity co-investments.

As of March 31, 2025, we had investments in 245 portfolio companies with an aggregate fair value of $3.4 billion. As of December 31, 2024, we had investments in 234 portfolio companies with an aggregate fair value of $3.2 billion.

Our investment activity for the three months ended March 31, 2025 and 2024 is presented below (information presented herein is at par value unless otherwise indicated).

(Amounts in thousands)	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Principal amount of investments committed (including add-ons):
First lien senior secured debt investments	$	350,015		$	569,231
Investment in affiliated funds	3,504			6,050
Total principal amount of investments committed	$	353,519		$	575,281
Principal amount of investments sold or repaid:
First lien senior secured debt investments	$	(86,125)		$	(17,514)
Investment in affiliated funds	(544)			(237)
Total principal amount of investments sold or repaid	$	(86,669)		$	(17,751)
New debt investments(1):
New commitments	$	263,890		$	311,661
Number of new commitments in new portfolio companies(2)	15			12
Average new commitment amount	$	17,593		$	25,972
Weighted average term for new commitments (in years)	5.2			4.9
Percentage of new commitments at floating rates	100.0		%	99.9		%
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 March 31, 2025 and December 31, 2024 our investments consisted of the following:

	March 31, 2025				December 31, 2024
(Amounts in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First lien senior secured debt	$	3,304,409	$	3,298,945	$	3,084,605	$	3,080,554
Sponsor subordinated note	15		16		14		15

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Investment in affiliated funds	77,857		85,558		74,552		80,654
Total investments	$	3,382,281	$	3,384,519	$	3,159,171	$	3,161,223

The table below describes investments by industry composition based on fair value as of March 31, 2025 and December 31, 2024:

	March 31, 2025		December 31, 2024
Aerospace and defense	1.7	%	2.1	%
Air freight and logistics	0.7	%	0.7	%
Auto components	3.3	%	3.6	%
Building products	0.5	%	0.5	%
Chemicals	1.5	%	1.3	%
Commercial services and supplies	3.7	%	3.7	%
Construction and engineering	4.2	%	3.4	%
Containers and packaging	2.5	%	2.6	%
Distributors	0.1	%	0.1	%
Diversified consumer services	6.2	%	6.0	%
Diversified telecommunication services	0.2	%	0.2	%
Electrical equipment	1.7	%	1.6	%
Electronic equipment, instruments and components	0.3	%	0.1	%
Food and staples retailing	1.8	%	1.5	%
Food products	2.2	%	2.1	%
Gas utilities	—	%	—	%
Health care equipment and supplies	3.4	%	2.9	%
Health care providers and services	24.2	%	24.9	%
Health care technology	1.2	%	1.2	%
Household durables	4.0	%	4.3	%
Industrial Conglomerates	0.4	%	0.5	%
Insurance	0.4	%	0.3	%
Interactive Media & Services	0.6	%	0.7	%
Internet and direct marketing retail	0.7	%	0.7	%
IT services	2.0	%	1.8	%
Leisure equipment and products	0.2	%	0.2	%
Leisure products	—	%	—	%
Life sciences tools and services	1.9	%	1.4	%
Machinery	3.9	%	4.1	%
Media	8.5	%	9.2	%
Metals and mining	0.1	%	0.1	%
Multiline Retail	1.5	%	1.6	%
Multisector holdings	2.5	%	2.6	%
Pharmaceuticals	—	%	—	%
Personal products	—	%	—	%
Professional services	1.1	%	1.1	%
Real estate management and development	0.1	%	0.1	%
Semiconductors and semiconductor equipment	—	%	—	%
Software	2.6	%	2.8	%
Specialty retail	0.5	%	0.5	%
Textiles, apparel and luxury goods	1.0	%	1.1	%

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Trading companies and distributors	8.5	%	8.3	%
Water utilities	0.1	%	0.1	%
Total	100.0	%	100.0	%

As of March 31, 2025, approximately 100.0% of our investments were based in the United States and approximately 0.0% were based in Canada. As of December 31, 2024, approximately 100.0% of our investments were based in the United States and approximately 0.0% were based in Canada.

The weighted average yields and interest rates of our funded debt investments as of March 31, 2025 and December 31, 2024 were as follows:

	March 31, 2025		December 31, 2024
Weighted average total yield of funded debt investments at cost (1)	10.0	%	10.1	%
Weighted average total yield of funded debt investments at fair value(1)	10.0	%	10.1	%
Weighted average spread over reference rates of all floating rate funded debt investments	5.5	%	5.6	%

(1)Calculated using actual interest rates in effect as of March 31, 2025 and December 31, 2024 based on borrower elections.

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;

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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.

The following table shows the composition of our debt investments on the A to F rating scale as of March 31, 2025 and December 31, 2024:

	March 31, 2025				December 31, 2024
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	3,248,152		98.5	%	3,037,796		98.6	%
C	38,634		1.2	%	29,483		0.9	%
D	7,414		0.2	%	8,179		0.3	%
E	4,761		0.1	%	5,111		0.2	%
F	—		—		—		—
Total	$	3,298,961	100.0	%	$	3,080,569	100.0	%

The following table shows the amortized cost of our performing and non-accrual debt investments as of March 31, 2025 and December 31, 2024:

	March 31, 2025				December 31, 2024
(Amounts in thousands)	Amortized Cost		Percentage		Amortized Cost		Percentage
Performing	$	3,297,916	99.8	%	$	3,078,161	99.8	%
Non-accrual	6,508		0.2	%	6,458		0.2	%
Total	$	3,304,424	100.0	%	$	3,084,619	100.0	%

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. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

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Results of Operations

The following table represents the operating results for the three months ended March 31, 2025 and 2024:

(Amounts in thousands)	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Total investment income	$	88,855	$	48,763
Less: expenses and taxes	46,440		23,671
Net investment income (loss)	42,415		25,092
Net realized gain (loss)	440		(32)
Net change in unrealized gain (loss)	577		(149)
Net increase (decrease) in net assets resulting from operations	$	43,432	$	24,911

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 months ended March 31, 2025 and 2024, were as follows:

(Amounts in thousands)	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Interest	$	86,544	$	46,753
Payment-in-kind interest	967		803
Other	1,344		1,207
Total investment income	$	88,855	$	48,763

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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 March 31, 2025 were $3.4 billion as compared to $1.8 billion as of March 31, 2024.

Expenses

Expenses for the three months ended March 31, 2025, and 2024, were as follows:

(Amounts in thousands)	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Interest	$	31,953	$	15,458
Income incentive fees	6,086		3,583
Management fees	4,922		2,647
Other	995		160
Professional fees	526		554
Offering costs	612		339
Insurance fees	188		153
Accounting fees	173		169
Trustees' fees	58		45
Distribution and shareholder servicing fees:
Class D	1		1
Class S	257		88
Administrative fees	376		232
Capital gains incentive fees	—		(7)
Total expenses	$	46,147	$	23,422
Distribution and shareholder servicing fees waived	(74)		(62)
Net expenses	$	46,072	$	23,360

Increases in interest and other expenses were driven by the Company’s continued deployment of capital, elevated 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 months ended March 31, 2025, there were net increases in net assets resulting from operations of $43.4 million, driving the increase in incentive fees, compared to the three months ended March 31, 2024, there were net increases in net assets resulting from operations of $24.9 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 months ended March 31, 2025, the Administrator charged approximately $376,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three months ended March 31, 2024, the Administrator charged approximately $232,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

Income Taxes, including Excise Taxes

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,

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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 months ended March 31, 2025 and 2024, 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 months ended March 31, 2025 and 2024, the Company accrued $87,000 and $0 current federal tax, respectively. For the three months ended March 31, 2025 and 2024 the Company accrued approximately $280,000 and $311,000, respectively, of deferred federal tax related to the corporations, which is included in “deferred federal tax provision” on the consolidated statements of operations. On December 23, 2024, Twin Brook Equity XVIII Corp. was merged with and into its direct parent, Twin Brook Equity XXXIII Corp., with Twin Brook Equity XXXIII Corp. continuing as the surviving entity.

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 months ended March 31, 2025 and 2024, net unrealized gains (losses) on our investment transactions were as follows:

(Amounts in thousands)	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Non-controlled, non-affiliated investments	$	(1,413)	$	(1,815)
Non-controlled, affiliated investments	1,599		1,599
Interest rate swaps and options	436		—
Foreign currency forward contracts	(45)		67
Net change in unrealized gain (loss) on investment transactions	$	577	$	(149)

For the three months ended March 31, 2025, the net unrealized losses from non-affiliated investments were primarily driven by increased market volatility, offset by unrealized gains driven on equity investments held through our interest in the affiliated funds, Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC. The unrealized gain on interest rate swaps and options represents the unrealized gains on interest rate options from changes in SOFR.

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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 months ended March 31, 2025 and 2024, were as follows:

(Amounts in thousands)	Three Months Ended March 31, 2025		Three Months Ended March 31, 2024
Non-controlled, non-affiliated investments	$	48	$	—
Non-controlled, affiliated investments	345		—
Foreign currency forward contracts	47		(32)
Net realized gain (loss) on investments	$	440	$	(32)

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 $1.7 billion outstanding borrowings as of March 31, 2025. 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 March 31, 2025, taken together with our available debt capacity of $966.4 million, is expected to be sufficient for our investing activities and to conduct our operations.

As of March 31, 2025 we had $78.8 million in cash. During the three months ended March 31, 2025, we used $191.1 million in cash for operating activities, primarily as a result of funding portfolio investments of $318.7 million and partially offset by other operating activities of $127.6 million. Net cash provided by financing activities was $108.9 million during the period, primarily the result of proceeds from the issuance of common shares and debt borrowings.

Equity

As of March 31, 2025, the Company had 68,346,039 shares issued and outstanding with a par value of $0.001 per share.

The following tables summarize transactions in common shares during the three months ended March 31, 2025 and 2024:

	Three Months Ended March 31, 2025
	Shares	Amount in Thousands
Class I:
Proceeds from shares sold	5,435,339	$	137,433
Share transfers between classes	2,989	76
Distributions reinvested	366,673	9,272
Repurchased shares, net of early repurchase reduction	(255,521)	(6,464)
Net increase (decrease)	5,549,480	$	140,317

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	Three Months Ended March 31, 2025
	Shares	Amount in Thousands
Class S:
Proceeds from shares sold	1,800,742	$	45,531
Distributions reinvested	65,102	1,646
Repurchased shares, net of early repurchase reduction	(2,189)	(55)
Net increase (decrease)	1,863,655	$	47,122

	Three Months Ended March 31, 2025
	Shares	Amount in Thousands
Class D:
Proceeds from shares sold	11,540	$	292
Share transfers between classes	(2,989)	(76)
Distributions reinvested	606	15
Repurchased shares, net of early repurchase reduction	(1,971)	(50)
Net increase (decrease)	7,186	$	181

	Three Months Ended March 31, 2024
	Shares	Amount in Thousands
Class I:
Proceeds from shares sold	9,037,566	$	229,767
Distributions reinvested	159,741	4,060
Repurchased shares, net of early repurchase reduction	(19,539)	(487)
Net increase (decrease)	9,177,768	$	233,340

	Three Months Ended March 31, 2024
	Shares	Amount in Thousands
Class S:
Proceeds from shares sold	615,766	$	15,653
Distributions reinvested	28,689	729
Net increase (decrease)	644,455	$	16,382

	Three Months Ended March 31, 2024
	Shares	Amount in Thousands
Class D:
Proceeds from shares sold	24,776	$	630
Distributions reinvested	787	20
Net increase (decrease)	25,563	$	650

Net Asset Value per Share and Offering Price

The Company determines net asset value (“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

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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 three months ended March 31, 2025:

	NAV Per Share
For the Months Ended	Class I		Class S		Class D
January 31, 2025	$	25.28	$	25.28	$	25.28
February 28, 2025	$	25.28	$	25.28	$	25.28
March 31, 2025	$	25.29	$	25.29	$	25.29

Dividends

We plan to make monthly dividends at the Board’s discretion, starting with the first monthly distribution declared in March 2023. The following tables reflect dividends declared on common shares during the three months ended March 31, 2025.

For the Three Months Ended March 31, 2025
			Class I
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2025	January 31, 2025	February 26, 2025	$	0.2300	$	13,438
February 25, 2025	February 28, 2025	March 27, 2025	$	0.2200	$	13,365
March 28, 2025	March 31, 2025	April 28, 2025	$	0.2200	$	13,788

For the Three Months Ended March 31, 2025
			Class S
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2025	January 31, 2025	February 26, 2025	$	0.2171	$	933,000
February 25, 2025	February 28, 2025	March 27, 2025	$	0.2084	$	969,000
March 28, 2025	March 31, 2025	April 28, 2025	$	0.2071	$	1,159,000

For the Three Months Ended March 31, 2025
			Class D
Date Declared	Record Date	Payment Date	Dividend per Share		Amount in Thousands
January 28, 2025	January 31, 2025	February 26, 2025	$	0.2300	$	16,000
February 25, 2025	February 28, 2025	March 27, 2025	$	0.2200	$	17,000
March 28, 2025	March 31, 2025	April 28, 2025	$	0.2200	$	17,000

The following tables reflect dividends declared on common shares for the three months ended March 31, 2024:

For the Three Months Ended March 31, 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

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For the Three Months Ended March 31, 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

For the Three Months Ended March 31, 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

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 months ended March 31, 2025 and 2024 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 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

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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 three months ended March 31, 2025:

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 29, 2025	259,680	0.4	%	$	25.30	December 31, 2024	$	6,564	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.

The following table presents the share repurchases completed during the three months ended March 31, 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

(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.

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 months ended March 31, 2025 and 2024, the components of interest expense were as follows:

(Amounts in thousands)	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Interest expense	$	30,170		$	14,055
Amortization of deferred financing costs	1,783			630
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps	—			773
Total interest expense	$	31,953		$	15,458
Average interest rate	6.85		%	7.87		%
Average daily borrowings	$	1,709,148		$	665,103

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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 March 31, 2025 and December 31, 2024, 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. After the amendment on May 28, 2024, the MSPV Credit Facility permitted prepayment and release of collateral in connection with certain collateralized loan obligation transactions. The other material terms of the MSPV Credit Facility were unchanged.

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 March 31, 2025 and December 31, 2024, the ASPV Borrower was in compliance with all such covenants.

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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 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 March 31, 2025 and December 31, 2024, the Company was in compliance with all such covenants.

As of March 31, 2025, there are approximately $297.0 million in borrowings outstanding on the ASPV Credit Facility, $375.0 million borrowings outstanding on the MSPV Credit Facility and $36.0 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 March 31, 2025 and December 31, 2024, the asset coverage ratio was 200.5% and 188.3%, 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

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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.

On October 15, 2024, the Company entered into a First Supplement to the Master Note Purchase Agreement, governing 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 (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 “Series B 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. The Series B Tranche B Notes bear interest at a floating interest rate equal to three-month SOFR plus 3.24% per annum. The Series B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Series B Tranche A Notes and the Series B Tranche B Notes and $100 million 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 million and $90 million were delivered and paid for on November 14, 2024 and December 12, 2024, respectively.

As of March 31, 2025, 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 March 31, 2025:

	As of March 31, 2025
(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	$	297,000	$	33,163	$	297,000	$	504,929
MSPV Credit Facility	500,000		375,000		125,000		375,000		801,691
Truist Credit Facility	975,000		36,000		808,282		36,000		1,547,426
Series A Tranche A Notes	90,000		90,000		—		90,216		—
Series A Tranche B Notes	150,000		150,000		—		150,788		—
Series B Tranche A Notes	85,000		85,000		—		85,438
Series B Tranche B Notes	25,000		25,000		—		25,000
Series B Tranche C Notes	290,000		290,000		—		291,411
CLO Transaction	369,000		369,000		—		369,000		444,915
Total	$	2,984,000	$	1,717,000	$	966,445	$	1,719,853	$	3,298,961

(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.

Total debt consisted of the following as of December 31, 2024:

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	As of December 31, 2024
(Amounts in thousands)	Maximum Principal Amount Committed		Principal Amount Outstanding		Principal Amount Available(1)		Carrying Value		Assets Pledged as Collateral(2)
ASPV Credit Facility	$	500,000	$	251,300	$	69,062	$	251,300	$	493,142
MSPV Credit Facility	500,000		191,400		101,922		191,400		505,122
Truist Credit Facility	975,000		299,600		546,860		299,600		1,639,675
Series A Tranche A Notes	90,000		90,000		—		89,732		—
Series A Tranche B Notes	150,000		150,000		—		148,799		—
Series B Tranche A Notes	85,000		85,000		—		84,330		—
Series B Tranche B Notes	25,000		25,000		—		25,000		—
Series B Tranche C Notes	290,000		290,000		—		286,838		—
CLO Transaction	369,000		369,000		—		369,000		442,629
Total	$	2,984,000	$	1,751,300	$	717,844	$	1,745,999	$	3,080,569

(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:

	As of March 31, 2025
(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 Interests1	$	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

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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 March 31, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $864,349 million and $820,807 million, respectively.

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 March 31, 2025 is as follows:

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	Payment Due by Period
(Amounts in millions)	Total		Less than 1 year		1-3		3-5		More than 5 years
ASPV Credit Facility	$	297.0	$	—	$	—	$	297.0	$	—
MSPV Credit Facility	$	375.0	$	—	$	—	$	375.0	$	—
Truist Credit Facility	$	36.0	$	—	$	—	$	36.0	$	—
Series A Tranche A Notes	$	90.0	$	—	$	90.0	$	—	$	—
Series A Tranche B Notes	$	150.0	$	—	$	—	$	150.0	$	—
CLO Transaction	$	369.0	$	—	$	—	$	—	$	369.0
Series B Tranche A Notes	$	85.0	$	—	$	—	$	85.0	$	—
Series B Tranche B Notes	$	25.0	$	—	$	—	$	25.0	$	—
Series B Tranche C Notes	$	290.0	$	—	$	—	$	290.0	$	—
Total	$	1,717.0	$	—	$	90.0	$	1,258.0	$	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, 2024, filed with the SEC on March 18, 2025, 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 elevated 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 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.

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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 March 31, 2025, 99% 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 March 31, 2025, 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	$	66.7	$	22.0	$	44.7
Up 100 basis points	$	33.1	$	11.0	$	22.1
Down 100 basis points	$	(33.1)	$	(11.0)	$	(22.1)
Down 200 basis points	$	(66.1)	$	(22.0)	$	(44.1)

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 March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, 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, 2024 filed with the SEC on March 18, 2025 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 three months ended March 31, 2025 (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 29, 2025	259,680	0.4	%	$	25.30	December 31, 2024	$	6,564	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.

Item 5. Other Information.

During the fiscal quarter ended March 31, 2025, 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	Fifth Amended and Restated Agreement and Declaration of Trust, dated March 17, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 18, 2025)
3.2	Fourth Amended and Restated Bylaws, dated March 17, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 18, 2025)
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
May 12, 2025	By:	/s/ Trevor Clark
		Trevor Clark
		Chief Executive Officer
		(Principal Executive Officer)
May 12, 2025	By:	/s/ Terrence Walters
		Terrence Walters
		Chief Financial Officer and Treasurer
		(Principal Financial Officer and Principal Accounting Officer)

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