UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2023

OR

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

Commission file number 814-01397

Barings Private Credit Corporation

(Exact name of registrant as specified in its charter)

__________________________________________________________

Maryland	86-3780522
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
300 South Tryon Street, Suite 2500 Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200

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

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
None	None	None

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

Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No R

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No R

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  þ        No  ¨

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

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

Large accelerated filer ¨	Accelerated filer  ¨	Non-accelerated filer	þ	Smaller reporting company	¨
				Emerging growth company	þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.					¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ¨

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

As of June 30, 2023, there was no established public market for the registrant’s common stock.

The number of shares outstanding of the registrant’s common stock on February 22, 2024 was 68,694,521.

DOCUMENTS INCORPORATED BY REFERENCE: None

Auditor Firm ID: 185        Auditor Name: KPMG LLP    Auditor Location: Charlotte, North Carolina    

BARINGS PRIVATE CREDIT CORPORATION

TABLE OF CONTENTS

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 2023

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	36
Item 1B.	Unresolved Staff Comments	67
Item 1C.	Cybersecurity	67
Item 2.	Properties	68
Item 3.	Legal Proceedings	68
Item 4.	Mine Safety Disclosures	68
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	69
Item 6.	[Reserved]	71
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	71
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	97
Item 8.	Financial Statements and Supplementary Data	97
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	97
Item 9A.	Controls and Procedures	98
Item 9B.	Other Information	99
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	99
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	100
Item 11.	Executive Compensation	104
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	106
Item 13.	Certain Relationships and Related Transactions, and Director Independence	107
Item 14.	Principal Accountant Fees and Services	111
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	113
Signatures		117
Exhibits

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FORWARD-LOOKING STATEMENTS

Some of the statements in this Annual Report on Form 10-K constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Annual Report on Form 10-K are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed in Item 1A entitled “Risk Factors” in Part I of this Annual Report on Form 10-K and in Item 1A entitled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports we may file with the Securities and Exchange Commission (“SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas.

Any forward-looking statements included in this Annual Report on Form 10-K are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of this Annual Report on Form 10-K. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless we are required to do so by law. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including subsequent annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

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PART I

Item 1.  Business.

Overview of Our Business

Barings Private Credit Corporation (the “Company,” “we,” “us,” or “our”) was formed on April 2, 2021, as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC, (“Barings” or the “Adviser”) an investment adviser that is registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). In addition, we have elected and intend to qualify annually for federal income tax purposes to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment and management services pursuant to the terms of an amended and restated investment advisory agreement (the “Advisory Agreement”) and administrative services pursuant to the terms of an administration agreement (the “Administration Agreement”).

We are a non-exchange traded, perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis at a price equal to the BDC’s net asset value (“NAV”) per share.

Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Formation Transactions/Initial Portfolio

On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).

The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the

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1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.

The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.

We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities.

Relationship with Our Adviser, Barings

Our Adviser, Barings, a wholly-owned subsidiary of MassMutual, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Advisers Act. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $301.1 billion Global Fixed Income Platform (as of December 31, 2023) that invests in liquid, private and structured credit. Barings GPFG manages private funds and separately managed accounts, along with multiple public vehicles. The Adviser has retained its indirect, wholly-owned subsidiary, Baring International Investment Limited (“BIIL”), as a sub-adviser to manage European investments for the Company. BIIL is an investment adviser registered with the SEC in the U.S. and the Financial Conduct Authority in the United Kingdom with its principal office located in London. As of December 31, 2023, BIIL had approximately £15.2 billion in assets under management.

Among other things, Barings (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by us; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds.

Under the terms of the Administration Agreement, Barings (in its capacity as our administrator) performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operation, including, but not limited to, office facilities, equipment, clerical, bookkeeping and record keeping services at such office facilities and such other services as Barings, subject to review by the Board, will from time to time determine to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to the Board’s oversight, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or

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desirable. Barings is responsible for the financial and other records that we are required to maintain and will prepare all reports and other materials required to be filed with the SEC or any other regulatory authority.

Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 48 investment professionals (as of December 31, 2023) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including revolvers, first and second lien senior secured loans, unitranche structures, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.

Investment Committee

The Barings North American Private Finance investment committee (the “Investment Committee”), which is responsible for our investment origination and portfolio monitoring activities for middle-market companies in North America, consists of six members: Salman Mukhtar, Managing Director; Terry Harris, Managing Director and Head of Global Private Finance Portfolio Management; Ian Fowler, Managing Director, Fund Portfolio Manager and Co-Head of Global Private Finance; Adam Wheeler, Managing Director, Co-Head of Global Private Finance; Mark Flessner, Managing Director and Fund Portfolio Manager; and Brian Baldwin, Managing Director. Collectively, the Investment Committee has over 160 years of industry experience, and each member averages approximately 27+ years of industry experience. A majority of the votes cast at a meeting at which a majority of the members of the Investment Committee is present is required to approve all investments in new middle-market companies.

Terry Harris, Ian Fowler and Adam Wheeler also sit on the European and Asia Pacific Investment Committees, which is responsible for our investment origination and portfolio monitoring activities for middle-market companies in European and Asia-Pacific geographies, affording them a unique relative value perspective across all of Barings’ investment geographies. Ian Fowler, Mark Flessner and Brian Baldwin have all worked together at prior firms including GE Capital, Freeport Financial and Harbour Group. Barings believes that the individual and shared experience of these senior team members provides the Investment Committee with an appropriate balance of shared investment philosophy and difference of background and opinion.

Portfolio Managers

Bryan High and Matthew Freund serve as portfolio managers to the Company.

See “Part III—Item 10. Directors, Executive Officers, and Governance—Executive Officers” for a description of Mr. High’s and Mr. Freund’s biography and experience.

Our Business Strategy

We seek to generate current income by primarily investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We also have investments in middle-market companies located outside the United States. Our strategy includes the following components:  

•Leveraging Barings GPFG’s Origination and Portfolio Management Resources. As of December 31, 2023 Barings GPFG has over 95 investment professionals located in seven different offices in the U.S., Europe, Australia/New Zealand and Asia. These regional investment teams have been working together in their respective regions for a number of years and have extensive experience advising, investing in and lending to companies across changing market cycles. In addition, the individual members of these teams have diverse investment backgrounds, with prior experience at investment banks, commercial banks, and privately and publicly held companies. We believe this diverse experience provides an in-depth understanding of the strategic, financial and operational challenges and opportunities of middle-market companies.

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•Utilizing Long-Standing Relationships to Source Investments.    Barings GPFG has worked diligently over decades to build strategic relationships with private equity firms globally. Based on Barings GPFG’s long history of providing consistent, predictable capital to middle-market sponsors, even in periods of market dislocation, Barings believes it has a reputation as a reliable partner. Barings also maintains extensive personal relationships with entrepreneurs, financial sponsors, attorneys, accountants, investment bankers, commercial bankers and other non-bank providers of capital who refer prospective portfolio companies to us. These relationships historically have generated significant investment opportunities. We believe that this network of relationships will continue to produce attractive investment opportunities.

•Focusing on the Middle-Market. We primarily invest in middle-market companies. These companies tend to be privately owned, often by a private equity sponsor, and are companies that typically generate annual earnings before interest, taxes, depreciation and amortization, as adjusted (“Adjusted EBITDA”) of $10.0 million to $75.0 million.

•Providing One-Stop Customized Financing Solutions.    Barings believes that Barings GPFG’s ability to commit to and originate larger hold positions (in excess of $200 million) in a given transaction is a differentiator to middle-market private equity sponsors. In today’s market, it has become increasingly important to have the ability to underwrite an entire transaction, providing financial sponsors with certainty of close. Barings GPFG offers a variety of financing structures and has the flexibility to structure investments to meet the needs of our portfolio companies.

•Applying Consistent Underwriting Policies and Active Portfolio Management.    We believe robust due diligence on each investment is paramount due to the illiquid nature of a significant portion of our assets. With limited ability to liquidate holdings, private credit investors must take a longer-term, “originate-to-hold” investment approach. Barings has implemented underwriting policies and procedures that are followed for each potential transaction. This consistent and proven fundamental underwriting process includes a thorough analysis of each potential portfolio company’s competitive position, financial performance, management team operating discipline, growth potential and industry attractiveness, which Barings believes allows it to better assess the company’s prospects. After closing, Barings maintains ongoing access to both the sponsor and portfolio company management in order to closely monitor investments and suggest or require remedial actions as needed to avoid a default.

•Maintaining Portfolio Diversification.    While we focus our investments in middle-market companies, we seek to invest across various industries and in both United States-based and foreign-based companies. Barings monitors our investment portfolio to ensure we have acceptable industry balance, using industry and market metrics as key indicators. By monitoring our investment portfolio for industry balance, we seek to reduce the effects of economic downturns associated with any particular industry or market sector. Notwithstanding our intent to invest across a variety of industries, we may from time to time hold securities of a single portfolio company that comprise more than 5.0% of our total assets and/or more than 10.0% of the outstanding voting securities of the portfolio company. For that reason, we are classified as a non-diversified management investment company under the 1940 Act.

•Other Investments.     To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high yield investments and/or mortgage securities. Our special situation investments generally comprise of investments in stressed and distressed corporate debt instruments which are expected to include (but which are not limited to) senior secured loans (including assignments and participations), second lien loans and subordinated debt (including mezzanine and payment-in-kind (“PIK”) securities), secured floating rate notes and secured fixed rated notes, unsecured loans, unsecured senior and subordinated corporate bonds, debentures, notes, commercial paper, convertible debt obligations, equity investments (including preferred stock and common equity instruments), hedging arrangements, other forms of subordinated debt, structured credit (e.g., asset-backed securities) and equity instruments.

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Investments

Debt Investments

The terms of our directly originated debt investments in middle market companies are tailored to the facts and circumstances of each transaction and prospective portfolio company, negotiating a structure that seeks to protect lender rights and manage risk while creating incentives for the portfolio company to achieve its business plan. We also seek to limit the downside risks of our investments by negotiating covenants that are designed to protect our investments while affording our portfolio companies as much flexibility in managing their businesses as possible. Such restrictions may include affirmative and negative covenants, default penalties, lien protections, change of control provisions, put rights and a pledge of the operating companies’ stock which provides us with additional exit options in downside scenarios. Other lending protections may include term loan amortization, excess cash flow sweeps (effectively additional term loan amortization), limitations on a company’s ability to make acquisitions, maximums on capital expenditures and limits on allowable dividends and distributions. Further, up-front closing fees of typically 1-3% of the loan amount act effectively as pre-payment protection given the cost to a company to refinance early. Additionally, we will typically include call protection provisions effective for the first six to twelve months of an investment to enhance our potential total return.

We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum.

Equity Investments

On a limited basis, we may acquire equity interests in portfolio companies. In such cases, we generally seek to structure our equity investments as non-control investments that provide us with minority rights.

Investment Criteria

We utilize the following criteria and guidelines in evaluating investment opportunities in middle market companies. However, not all of these criteria and guidelines have been, or will be, met in connection with each of our investments. 

•Established Companies With Positive Cash Flow.    We seek to invest in later-stage or mature companies with a proven history of generating positive cash flows. We typically focus on companies with a history of profitability and trailing twelve-month Adjusted EBITDA ranging from $10.0 million to $75.0 million.

•Experienced Management Teams.    Based on our prior investment experience, we believe that a management team with significant experience with a portfolio company or relevant industry experience is essential to the long-term success of the portfolio company. We believe management teams with these attributes are more likely to manage the companies in a manner that protects our debt investment.

•Strong Competitive Position.    We seek to invest in companies that have developed strong positions within their respective markets, are well positioned to capitalize on growth opportunities and compete in industries with barriers to entry. We also seek to invest in companies that exhibit a competitive advantage, which may help to protect their market position and profitability.

•Varied Customer and Supplier Bases.    We prefer to invest in companies that have varied customer and supplier bases. Companies with varied customer and supplier bases are generally better able to endure economic downturns, industry consolidation and shifting customer preferences.

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•Significant Invested Capital.    We believe the existence of significant underlying equity value provides important support to investments. We seek to identify portfolio companies that we believe have well-structured capital beyond the layer of the capital structure in which we invest.

Investment Process

Our investment origination and portfolio monitoring activities for middle-market companies are performed by Barings GPFG. The investment committee at Barings GPFG is responsible for all aspects of our investment process for investments in middle-market companies; however, other investment committees within Barings are primarily responsible for the investment process for our opportunistic investments in special situations, structured credit (e.g., private asset-backed securities), high-yield investments and mortgage securities. Each of Barings’ investment processes is designed to maximize risk-adjusted returns, minimize non-performing assets and avoid investment losses. In addition, the investment process is also designed to provide sponsors and/or prospective portfolio companies with efficient and predictable deal execution.

Origination

Barings GPFG’s typical origination process for investments in middle-market companies is summarized in the following chart:

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Investment Pre-Screen

The investment pre-screen process typically begins with a review of an offering memorandum or other high-level prospect information by an investment originator. A fundamental bottoms-up credit analysis is prepared and independent third-party research is gathered in addition to the information received from the sponsor. The investment group focuses on a prospective investment’s fundamentals, sponsor/source and proposed investment structure. This review may be followed by a discussion between the investment originator and an investment group head to identify investment opportunities that should be passed on, either because they fall outside of Barings GPFG’s stated investment strategy or offer an unacceptable risk-adjusted return. If the originator and investment group head agree that an investment opportunity is worth pursuing, a credit analyst assists the originator with preparation of a screening memorandum. The screening memorandum is typically discussed internally with the investment group head and other senior members of the investment group, and in certain instances, the investment group head may elect to review the screening memorandum with the investment committee prior to the preliminary investment proposal.

Preliminary Investment Proposal

Following the screening memorandum discussion, if the decision is made by the investment group head to pursue an investment opportunity, key pricing and structure terms may be communicated to the prospective borrower verbally or via a non-binding standard preliminary term sheet in order to determine whether the proposed terms are competitive.

Investment Approval

Upon acceptance by a sponsor/prospective borrower of preliminary key pricing and structure terms, the investment process continues with formal due diligence. The investment team typically attends meetings with the prospective portfolio company’s management, reviews historical and forecasted financial information and third-party diligence reports, conducts research to support preparation of proprietary financial models including both base case and downside scenarios, valuation analyses, and ultimately, an underwriting memorandum for review by the investment committee. A majority of the votes cast at a meeting at which a majority of the members of the investment committee is present is required to approve all investments in new middle-market portfolio companies.

Commitment Letter

For investments that require written confirmation of commitment, commitment letters are typically reviewed by Barings GPFG’s internal legal team or outside counsel. Commitment letters typically include customary conditions as well as any conditions specified by the investment committee. Such conditions could include, but are not limited to, specific confirmatory due diligence, minimum pre-close Adjusted EBITDA, minimum capitalization, satisfactory documentation, satisfactory legal due diligence and absence of material adverse change. Unless specified by the investment committee as a condition to approval, commitment letters need not include final investment committee approval as a condition precedent.

Documentation

Once an investment opportunity has been approved, negotiation of definitive legal documents occurs, usually simultaneously with completion of any third-party confirmatory due diligence. Typically, legal documentation will be reviewed by Barings GPFG’s internal legal team or by outside legal counsel to ensure that our security interest can be perfected and that all other terms of the definitive loan documents are consistent with the terms approved by the investment committee.

Closing

A closing memorandum is provided to the investment committee. The closing memorandum addresses final investment structure and pricing terms, the sources and uses of funds, any variances from the original approved terms, an update related to the prospect’s financial performance and, if warranted, updates to internal financial models. The closing memorandum also addresses each of the specific conditions to the approval of the investment

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by the investment committee, including results of confirmatory due diligence with any exceptions or abnormalities highlighted, and includes an analysis of financial covenants with a comparison to the financial forecast prepared by management.

Portfolio Management and Investment Monitoring

Our portfolio management and investment monitoring processes are overseen by Barings. Barings’ portfolio management process is designed to maximize risk-adjusted returns and identify non-performing assets well in advance of potentially adverse events in order to mitigate investment losses. Key aspects of the Barings investment and portfolio management process include:

•Culture of Risk Management.    The investment team that approves an investment monitors the investment’s performance through repayment. We believe this practice encourages accountability by connecting investment team members with the long-term performance of the investment. This also allows us to leverage the underwriting process, namely the comprehensive understanding of the risk factors associated with the investment that an investment team develops during underwriting. In addition, we seek to foster continuous interaction between investment teams and the investment committee. This frequent communication encourages the early escalation of issues to members of the investment committee to leverage their experience and expertise well in advance of potentially adverse events.

•Ongoing Monitoring. Each portfolio company is assigned to an analyst who is responsible for the ongoing monitoring of the investment. Upon receipt of information (financial or otherwise) relating to an investment, a preliminary review is performed by the analyst in order to assess whether the information raises any issues that require increased attention. Particular consideration is given to information which may impact the value of an asset. In the event that something material is identified, the analyst is responsible for notifying the relevant members of the deal team and investment committee.

•Quarterly Portfolio Reviews. All investments are reviewed on at least a quarterly basis. The quarterly portfolio reviews provide a forum to evaluate the current status of each asset and identify any recent or long-term performance trends, either positive or negative, that may affect its current valuation.

•Focus Credit List Reviews. Certain credits are deemed to be on the “Focus Credit List”, or a list of similar meaning and are typically reviewed on a more frequent basis. During these reviews, the investment team provides an update on the situation and discusses potential courses of action with the investment committee to ensure any mitigating steps are taken in a timely manner.

•Sponsor Relationships. For middle-market loans, we invest primarily in transactions backed by a private equity sponsor and when evaluating investment opportunities, we take into account the strength of the sponsor (e.g., track record, sector expertise, strategy, governance, follow-on investment capacity, relationship with Barings GPFG). Having a strong relationship and staying in close contact with sponsors and management during not only the underwriting process but also throughout the life of the investment allows us to engage the sponsor and management early to address potential covenant breaks or other issues.

•Robust Investment and Portfolio Management System. Barings’ investment and portfolio management system serves as the central repository of data used for investment management, including both company-level metrics (e.g., probability of default, Adjusted EBITDA, geography) and asset-level metrics (e.g., price, spread/coupon, seniority). Barings portfolio management has established a set of data that analysts must update quarterly, or more frequently when appropriate, in order to produce a one-page summary for each company, which are used during quarterly portfolio reviews.

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Valuation Process and Determination of Net Asset Value

The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820. Our current valuation policy and processes were established by Barings and were approved by the Board.

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of our investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.

There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. For a discussion of the risks inherent in determining the value of securities for which readily available market values do not exist, see “Risk Factors — Risks Relating to Our Business and Structure — Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments” included in Item 1A of Part I of this Annual Report on Form 10-K.

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Investment Valuation Process

The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board has designated Barings as valuation designee to perform the fair value determinations relating to the value of the assets held by us for which market quotations are not readily available. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by us. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by its pricing committee.

At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e. exit prices).

Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use. If the Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to Barings that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.

For a further discussion of our valuation procedures, see the section entitled “Critical Accounting Policies and Use of Estimates — Investment Valuation” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Item 7 of Part II of this Annual Report on Form 10-K.

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Valuation Inputs

The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC

As CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using the NAV of each company and our ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.

Net Asset Value Determination

We generally determine the NAV per share of our common stock each month as of the last day of each calendar month. The NAV per share is equal to the value of our total assets minus total liabilities and any preferred stock outstanding divided by the total number of shares of common stock outstanding at the date as of which the determination is made.

When we determine the NAV in connection with the Private Offering (as defined below) as of the last day of a month that is not also the last day of a calendar quarter, we intend to update the value of securities with reliable market quotations to the most recent market quotation. For securities without reliable market quotations, Barings will generally value such assets at the most recent quarterly valuation unless Barings determines that a significant observable change has occurred since the most recent quarter-end with respect to the investment (which determination may be as a result of a material event at a portfolio company, material change in market spreads, secondary market transaction in the securities of an investment or otherwise). If Barings determines such a change has occurred with respect to one or more investments, Barings will determine whether to update the value for each relevant investment using a range of values from an independent valuation firm, where applicable, in accordance with Barings’ valuation policy, pursuant to authority delegated by our Board. Additionally, Barings may otherwise determine to update the most recent quarter-end valuation of an investment without reliable market quotations that Barings considers to be material to the Company using a range of values from an independent valuation firm.

Competition

We compete for investments with a number of investment funds including public funds, private debt funds and private equity funds, other BDCs, as well as traditional financial services companies such as commercial banks and other sources of financing. Some of these entities have greater financial and managerial resources than we do. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider more investments and establish more relationships than we do. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC.

We use the expertise of the investment professionals of Barings to assess investment risks and determine appropriate pricing for our investments in portfolio companies. We believe the relationship we have with Barings enables us to learn about, and compete for financing opportunities with companies in middle-market businesses that operate across a wide range of industries. For additional information concerning the competitive risks we face, see “Risk Factors — Risks Relating to Our Business and Structure — We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses” included in Item 1A of Part I of this Annual Report on Form 10-K.

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The Private Offering

We are offering on a continuous basis up to $2,000,000,000 in shares of our common stock (the “Private Offering”) in connection with which we have entered, and intend to continue to enter, into subscription agreements with investors (each, a “Subscription Agreement”). The initial closing of the Private Offering (the “Initial Closing”) occurred on May 10, 2021, in connection with which we sold 22,500,000 common units in exchange for gross proceeds of $450 million. The common units issued in the Initial Closing subsequently converted, on a one-to-one basis, into shares of common stock in connection with our conversion to a Maryland corporation.

We will endeavor to take all reasonable actions to avoid interruptions in the continuous Private Offering. Although the shares of common stock in the Private Offering are being sold under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), only to investors that are “accredited investors” in accordance with Rule 506 of Regulation D promulgated under the Securities Act and, outside of the United States, in accordance with Regulation S promulgated under the Securities Act to investors that are not “U.S. persons” (as defined in Rule 902(k) of Regulation S promulgated under the Securities Act), there can be no assurance that we will not need to suspend our continuous offering for various reasons, including but not limited to regulatory review from the SEC and various state regulators, to the extent applicable.

We intend to issue shares of our common stock in the Private Offering on a monthly basis at a price per share equal to the then-current NAV per share for our common stock; provided that the Company shall retain the right, if determined by the Company in its sole discretion, to accept subscriptions and issue shares of common stock, in amounts to be determined by the Company, more or less frequently to one or more investors for regulatory, tax or other reasons as may be determined to be appropriate by the Company.

The Company and Barings may engage one or more placement agents to assist with the placement of shares of the Company’s common stock. The Investment Adviser has agreed to pay all placement fees and related expenses to placement agents in connection with the Private Offering, but may decide not to do so in the future. The prospect of receiving placement fees or other compensation may provide placement agents and/or their salespersons with an incentive to favor sales of the shares of the Company over the sale of interests of other investments with respect to which the placement agent does not receive such additional compensation, or receives lower levels of additional compensation.

Discretionary Share Repurchase Program

We have commenced a discretionary share repurchase program in which we may, subject to market conditions and the discretion of the Board, offer to repurchase, in each quarter, up to 5% of our shares of common stock outstanding as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us that would outweigh the benefit of the repurchase offer. We intend to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the 1940 Act and subject to compliance with applicable covenants and restrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.

Under our discretionary share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”). Stockholders who purchase shares of our common stock on or after March 1, 2024 should keep in mind that if they tender shares of our common stock in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered shares, we may repurchase such shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the shares repurchased (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by us for the benefit of remaining holders of our common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases, discussed below.

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We may, from time to time, waive the Early Repurchase Deduction in the following circumstances (subject to the conditions described below):

• repurchases resulting from death, qualifying disability or divorce;

• in the event that a stockholder’s shares are repurchased because the stockholder has failed to maintain the $5,000 minimum account balance; or

• due to trade or operational error.

As set forth above, we may waive the Early Repurchase Deduction in respect of a repurchase of shares of common stock resulting from the death, qualifying disability (as such term is defined in Section 72(m)(7) of the Code) or divorce of a stockholder who is a natural person, including shares of common stock held by such stockholder through a trust or an individual retirement account or other retirement or profit-sharing plan, after (i) in the case of death, receiving written notice from the estate of the stockholder, the recipient of the shares of common stock through bequest or inheritance, or, in the case of a trust, the trustee of such trust, who shall have the sole ability to request repurchase on behalf of the trust, (ii) in the case of qualified disability, receiving written notice from such stockholder, provided that the condition causing the qualifying disability was not pre-existing on the date that the stockholder became a stockholder of the Company or (iii) in the case of divorce, receiving written notice from the stockholder of the divorce and the stockholder’s instructions to effect a transfer of the shares of common stock (through the repurchase of the shares by us and the subsequent purchase by the stockholder) to a different account held by the stockholder (including trust or an individual retirement account or other retirement or profit-sharing plan). We must receive the written repurchase request within 12 months after the death of the stockholder, the initial determination of the stockholder’s disability or divorce in order for the requesting party to rely on any of the special treatment described above that may be afforded in the event of the death, disability or divorce of a stockholder. In the case of death, such a written request must be accompanied by a certified copy of the official death certificate of the stockholder. If spouses are joint registered holders of shares of our common stock, the request to have the shares repurchased may be made if either of the registered holders dies or acquires a qualified disability. If the stockholder is not a natural person, such as certain trusts or a partnership, corporation or other similar entity, the right to waiver of the Early Repurchase Deduction upon death, disability or divorce does not apply.

Stockholders may tender all of the shares of common stock that they own in connection with our quarterly tender offers. There is no repurchase priority for a stockholder under the circumstances of death or disability of such stockholder. In the event the amount of shares tendered exceeds the repurchase offer amount, shares will be repurchased on a pro rata basis. All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer, or upon the recommencement of the discretionary share repurchase program, as applicable. We will have no obligation to repurchase shares, including if the repurchase would violate the restrictions on distributions under federal law or Maryland law. The limitations and restrictions described above may prevent us from accommodating all repurchase requests made in any quarter. Our discretionary share repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market.

We will offer to repurchase shares on such terms as may be determined by the Board in its complete and absolute discretion unless, in the judgment of the Board, such repurchases would not be in the best interests of our stockholders or would violate applicable law. There is no assurance that the Board will exercise its discretion to offer to repurchase shares or that there will be sufficient funds available to accommodate all of our stockholders’ requests for repurchase. As a result, we may repurchase less than the full amount of shares that a stockholder requests to have repurchased. If we do not repurchase the full amount of shares that stockholders have requested to be repurchased, or we determine not to make repurchases of our shares, stockholders will likely not be able to dispose of their shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules and the 1940 Act.

We will repurchase shares from stockholders pursuant to written tenders on terms and conditions that the Board determines to be fair to us and to all stockholders. When the Board determines that we will repurchase shares, notice will be provided to stockholders describing the terms of the offer, containing information stockholders should

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consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Stockholders deciding whether to tender their shares during the period that a repurchase offer is open may obtain our most recent NAV per share by viewing the documents we file with the SEC, through its EDGAR page at http://www.sec.gov. However, our repurchase offers will generally use the NAV on or around the last day of a calendar quarter, which will not be available until after the expiration of the applicable tender offer, so stockholders will not know the exact price of shares in the tender offer when they make a decision whether to tender their shares.

Repurchases of shares from stockholders by us will be paid in cash promptly after the determination of the relevant NAV per share is finalized. Repurchases will be effective after receipt and acceptance by us of eligible written tenders of shares from stockholders by the applicable repurchase offer deadline. Other than as stated above, we do not intend to impose any charges in connection with repurchases of shares.

The majority of our assets will consist of instruments that cannot generally be readily liquidated without impacting our ability to realize full value upon their disposition. Therefore, we may not always have sufficient liquid resources to make repurchase offers. In order to provide liquidity for share repurchases, we intend to generally maintain under normal circumstances an allocation to syndicated loans and other liquid investments. We may fund repurchase requests from sources other than cash flow from operations, including, without limitation, the sale of assets, borrowings, return of capital or offering proceeds, and we have no limits on the amounts we may pay from such sources. Should making repurchase offers, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the company as a whole, or should we otherwise determine that investing our liquid assets in originated loans or other illiquid investments rather than repurchasing our shares is in the best interests of the Company as a whole, then we may choose to offer to repurchase fewer shares than described above, or none at all.

In the event that any stockholder fails to maintain the minimum balance of $5,000 in aggregate NAV of shares of our common stock, we may repurchase all of the shares held by that stockholder at the repurchase price in effect on the date we determine that the stockholder has failed to meet the minimum balance, less any Early Repurchase Deduction (if applicable). In the alternative, we reserve the right to reduce the number of shares requested to be repurchased from a stockholder so that the required account balance is maintained. Minimum account repurchases will apply even in the event that the failure to meet the minimum balance is caused solely by a decline in our NAV. Minimum account repurchases are subject to an Early Repurchase Deduction (if applicable).

Payment for repurchased shares may require us to liquidate portfolio holdings earlier than Barings would otherwise have caused these holdings to be liquidated, potentially resulting in losses, and may increase our investment-related expenses as a result of higher portfolio turnover rates. Barings intends to take measures, subject to policies as may be established by the Board, to attempt to avoid or minimize potential losses and expenses resulting from the repurchase of shares.

Brokerage Allocation and Other Practices

We did not pay any brokerage commissions during the fiscal period ended December 31, 2021 and the fiscal years ended December 31, 2022 and December 31, 2023 in connection with the acquisition and/or disposal of our investments. We generally acquire and dispose of our investments in privately negotiated transactions; therefore, we infrequently use brokers in the normal course of our business. Barings is primarily responsible for the execution of any publicly traded securities portion of our portfolio transactions and the allocation of brokerage commissions. We do not expect to execute transactions through any particular broker or dealer, but will seek to obtain the best net results for us, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While we will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, if we use a broker, we may select a broker based partly upon brokerage or research services provided to us. In return for such services, we may pay a higher commission than other brokers would charge if we determine in good faith that such commission is reasonable in relation to the services provided.

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Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our common stockholders, unless a common stockholder elects to receive cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend, then our common stockholders who have not “opted out” of our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends.

No action is required on the part of a registered common stockholder to have his or her cash dividend reinvested in shares of our common stock. A registered common stockholder may elect to receive an entire dividend in cash by notifying our investor relations department to request a change form, as described below. Such change form must be received by SS&C GIDS, Inc., the “Plan Administrator” and our transfer agent and registrar, no later than 10 business days prior to the distribution date fixed by the Board for such dividend. If such change form is received less than 10 business days prior to the distribution date fixed by the Board, then that dividend will be reinvested pursuant to the terms of the plan. The Plan Administrator will set up an account for shares acquired through the plan for each common stockholder who has not elected to receive dividends in cash and hold such shares in non-certificated form. Those common stockholders whose shares are held by a broker or other financial intermediary may receive dividends in cash by notifying their broker or other financial intermediary of their election so long as their broker or other financial intermediary notifies the Plan Administrator of the same by submitting the change form.

The number of shares to be issued to a stockholder under the dividend reinvestment plan will be determined by dividing the total dollar amount of the distribution payable to such stockholder by the most recent available NAV per share for such shares at the time the distribution is payable.

There will be no charges to common stockholders who participate in the plan. We will pay the Plan Administrator’s fees under the plan.

Common stockholders who receive dividends in the form of stock generally are subject to the same federal, state and local tax consequences as are common stockholders who elect to receive their dividends in cash. However, since a participating stockholder’s cash dividends will be reinvested, such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A common stockholder’s basis for determining gain or loss upon the sale of stock received in a dividend from us will be equal to the total dollar amount of the dividend payable to the common stockholder. Any stock received in a dividend will have a holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. common stockholder’s account. Stock received in a dividend may generate a wash sale if a common stockholder sold our stock at a realized loss within 30 days either before or after such dividend.

Participants may elect to receive their entire dividend in cash or to terminate their accounts under the plan by filling out a change form. To request a change form or for more information, please contact our investor relations department at 1-888-401-1088 or bdcinvestorrelations@barings.com.

We may terminate the dividend reinvestment plan upon notice in writing mailed to each participant at least 30 days prior to any record date for the payment of any dividend by us. All correspondence concerning the plan should be directed to the Plan Administrator by mail at SS&C GIDS, Inc., 1055 Broadway Blvd. Ste 300, Kansas City, MO 64105.

Employees

We do not currently have any employees and do not expect to have any employees. The services necessary for our business are provided by individuals who are employees of Barings, pursuant to the terms of the Advisory Agreement with Barings and our Administration Agreement. Each of our executive officers is an employee of Barings and our day-to-day investment activities are managed by Barings.

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Management Agreements

Investment Advisory Agreement

Pursuant to the terms of the Advisory Agreement, the Adviser manages our day-to-day operations and provides us with investment advisory services. Among other things, the Adviser (i) determines the composition of our portfolio, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments we make; (iii) executes, closes, services and monitors the investments that we make; (iv) determines the securities and other assets that we will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of its funds.

The Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Advisory Agreement is not adversely affected.

Under the Advisory Agreement, we pay the Advisor (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides us thereunder.

Base Management Fee

The Base Management Fee is calculated at an annual rate of 0.75% of our average gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the value of our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the average value of our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated).

The Base Management Fee for any partial quarter will be appropriately pro-rated. All or any part of the Base Management Fee not taken as to any quarter will be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event (if any). For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.

The Incentive Fee

The Incentive Fee under the Advisory Agreement is based on our income, as described below.

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No portion of the Incentive Fee will be payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount will be determined on a quarterly basis, and will be calculated by multiplying 8.0% by the average of our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that we have not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued during the calendar quarter, minus our operating expenses accrued during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The calculation of the Incentive Fee for each quarter will be as follows:    

•No Incentive Fee will be payable to Barings in any calendar quarter in which our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;

•100% of our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 8.889% by the average of our NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 10% on all of our Pre-Incentive Fee Net Investment Income when our Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and

•For any quarter in which our aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months exceeds the Catch-Up Amount, the Incentive Fee will equal 10% of the amount of our Pre-Incentive Fee Net Investment Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.

Subject to the Incentive Fee Cap (discussed below), the amount of the Incentive Fee that will be paid to Barings for a particular quarter will equal the aggregate Incentive Fee calculated as set forth above, less the aggregate Incentive Fees that were paid to Barings in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months.

The Incentive Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (x) 0.50% of the average value of our gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average TTM Gross Assets”), or (y) in the event that our Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Months is less than 9.0%, the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets; provided that, if the Incentive Fee Cap as calculated in clause (x) of this paragraph applies in any quarter, in no event will the Company pay any incentive fee (or portion thereof) during such quarter to the extent that it would cause the Cumulative Net Investor Return (as defined below) during the relevant Trailing Twelve Months to be reduced to an amount below what the Cumulative Net Investor Return during such period would have been if the Incentive Fee Cap for such quarter had been calculated in accordance with clause (y) of this paragraph.

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For purposes of the Advisory Agreement:

“Cumulative Net Investor Return” during the relevant Trailing Twelve Months means (1) (a) the Company’s aggregate interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the base management fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s NAVs measured at the beginning of each quarter in the Trailing Twelve Months.

“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of our NAVs measured at the beginning of each quarter in the Trailing Twelve Months.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on our assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on our assets, whether realized or unrealized, in such period.

If, in any quarter, the Incentive Fee Cap is zero or a negative value, we will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, we will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, we will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.

The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of the Independent Directors, and such policies and procedures are consistent with the description of the calculation of the fees set forth above.

Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.

Duration and Termination of Advisory Agreement

The Advisory Agreement had an initial term of two years. The Advisory Agreement was most recently re-approved on May 4, 2023 by our Board, including a majority of the directors who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (the “Independent Directors”), for an additional one-year term, and will continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

Payment of Expenses

All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the

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Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:

•organizational and offering expenses;

•investment advisory and management fees payable under the Advisory Agreement;

•all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and

•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.

Sub-Advisory Agreement

Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.

Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.

The Sub-Advisory Agreement had an initial term of two years. The Sub-Advisory Agreement was most recently re-approved on May 4, 2023 by our Board, including a majority of the Independent Directors, and will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Independent Directors. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of December 31, 2023, BIIL had approximately £15.2 billion in assets under management.

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Administration Agreement

Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for us to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on our behalf and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.

We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by Barings and us quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.

The costs and expenses incurred by the Administrator on behalf of us under the Administration Agreement include, but are not limited to:

• the allocable portion of the Administrator’s rent for our Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

• the allocable portion of the salaries, bonuses, benefits and expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for us under the Administration Agreement;

• the actual cost of goods and services used for us and obtained by the Administrator from entities not affiliated with us, which is reasonably allocated to us on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;

• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and

• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.

The Administration Agreement had an initial term of two years. The Administration Agreement was most recently re-approved on May 4, 2023 by our Board, including a majority of the Independent Directors, and will continue automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the Independent Directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.

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Expense Support and Conditional Reimbursement Agreement

We have entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of our expenses on our behalf (“Expense Payments”), including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expense or any distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates.

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

The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

Our obligation to make a Reimbursement Payment will automatically become a liability of ours on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by us to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.

Either Barings or us may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by us to Barings will remain our obligation following any such termination, subject to the terms of the Expense Support Agreement.

Election to be Regulated as a Business Development Company and Regulated Investment Company

We are a closed-end, non-diversified management investment company that has elected to be treated as a BDC under the 1940 Act. In addition, we have elected to be treated, and intend to qualify annually, as a RIC under Subchapter M of the Code. Our election to be regulated as a BDC and our election to be treated as a RIC for U.S. federal income tax purposes have a significant impact on our operations. Some of the most important effects on our operations of our election to be regulated as a BDC and our election to be treated as a RIC are outlined below.

•We report our investments at market value or fair value with changes in value reported through our consolidated statements of operations.

In accordance with the requirements of Article 6 of Regulation S-X, we report all of our investments, including debt investments, at market value or, for investments that do not have a readily available market value, at their “fair value” in accordance with Barings’ valuation policy. Changes in these values are reported through our statements of operations under the caption of “net unrealized appreciation (depreciation) of investments.” See “Valuation Process and Determination of Net Asset Value” above.

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•We intend to distribute substantially all of our income to our stockholders. We generally will be required to pay income taxes only on the portion of our taxable income we do not distribute, actually or constructively, to stockholders.

As a RIC, so long as we meet certain minimum distribution, source-of-income and asset diversification requirements, we generally are required to pay U.S. federal income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively) and certain built-in gains. We intend to distribute to our stockholders substantially all of our income. We may, however, make deemed distributions to our stockholders of any retained net long-term capital gains. If this happens, our stockholders will be treated as if they received an actual distribution of the net capital gains and reinvested the net after-tax proceeds in us. Our stockholders also may be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to their allocable share of the corporate-level U.S. federal income tax we pay on the deemed distribution. See “Material U.S. Federal Income Tax Considerations.” We met the minimum distribution requirements for 2022 and 2023 and continually monitor our distribution requirements with the goal of ensuring compliance with the Code.    

In addition, we have a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes in accordance with U.S. generally accepted accounting principles, (“U.S. GAAP”), such that our consolidated financial statements reflect our investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit us to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross income for U.S. federal income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize our ability to qualify as a RIC and therefore cause us to incur significant amounts of corporate level U.S. federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping us preserve our RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in our Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary), if any, will be reflected net of applicable federal and state income taxes, if any, in our Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in our Consolidated Balance Sheet.

•Our ability to use leverage as a means of financing our portfolio of investments is limited.

As a BDC, we are required to meet a coverage ratio of total assets to total senior securities of at least 150%. For this purpose, senior securities include all borrowings and any preferred stock we may issue in the future. As a result, our ability to continue to utilize leverage as a means of financing our portfolio of investments may be limited by this asset coverage test.

•We are required to comply with the provisions of the 1940 Act applicable to business development companies.

As a BDC, we are required to have a majority of Independent Directors. In addition, we are required to comply with other applicable provisions of the 1940 Act, including those requiring the adoption of a code of ethics, fidelity bonding and investment custody arrangements. See “Regulation of Business Development Companies” below.

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Co-Investment Exemptive Relief

As a BDC, we are required to comply with certain regulatory requirements. For example, we generally are not permitted to make loans to companies controlled by Barings or other funds managed by Barings. We are also not permitted to make any co-investments with Barings or its affiliates (including any fund managed by Barings or an investment adviser controlling, controlled by or under common control with Barings) without exemptive relief from the SEC, subject to certain exceptions. The co-investment exemptive relief (the “Co-Investment Exemptive Relief”) that the SEC has granted to Barings permits certain present and future funds, including us, advised by Barings (or an investment adviser controlling, controlled by or under common control with Barings) to co-invest in suitable negotiated investments. Co-investments made under the Co-Investment Exemptive Relief are subject to compliance with the conditions and other requirements contained in the Co-Investment Exemptive Relief, which could limit our ability to participate in a co-investment transaction.

Regulation of Business Development Companies

The following is a general summary of the material regulatory provisions affecting BDCs. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

We have elected to be regulated as a BDC under the 1940 Act. The 1940 Act contains prohibitions and restrictions relating to transactions between BDCs and their affiliates, principal underwriters and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of the directors on a BDC’s board of directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities.

In addition, the 1940 Act defines “a majority of the outstanding voting securities” as the lesser of (i) 67.0% or more of the voting securities present at a meeting if the holders of more than 50.0% of our outstanding voting securities are present or represented by proxy, or (ii) 50.0% of our voting securities.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70.0% of the company’s total assets. The principal categories of qualifying assets relevant to our business are any of the following:

(1) Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act and rules adopted pursuant thereto as any issuer which:

(a) is organized under the laws of, and has its principal place of business in, the United States;

(b) is not an investment company (other than an SBIC wholly-owned by the BDC) or a company that would be an investment company but for exclusions under the 1940 Act for certain financial companies such as private investment funds, banks, brokers, commercial finance companies, mortgage companies and insurance companies; and

(c) satisfies any of the following:

(i) does not have any class of securities with respect to which a broker or dealer may extend margin credit;

(ii) is controlled by a BDC or a group of companies including a BDC and the BDC has an affiliated person who is a director of the eligible portfolio company;

(iii) is a small and solvent company having total assets of not more than $4.0 million and capital and surplus of not less than $2.0 million;

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(iv) does not have any class of securities listed on a national securities exchange; or

(v) has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250.0 million.

(2) Securities in companies that were eligible portfolio companies when we made our initial investment if certain other requirements are satisfied.

(3) Securities of any eligible portfolio company that we control.

(4) Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities, was unable to meet its obligations as they came due without material assistance (other than conventional lending or financing arrangements).

(5) Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60.0% of the outstanding equity of the eligible portfolio company.

(6) Securities received in exchange for or distributed on or with respect to securities described in (1) through (5) above, or pursuant to the exercise of warrants or rights relating to such securities.

(7) Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in (1), (2), (3) or (4) above.

Managerial Assistance to Portfolio Companies

In order to count portfolio securities as qualifying assets for the purpose of the 70.0% test, we must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where we purchase such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available “significant managerial assistance” means, among other things, any arrangement whereby we, through our directors, officers or employees, offer to provide, and, if accepted, do so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company. Barings provides such managerial assistance on our behalf to portfolio companies that request this assistance. We may receive fees for these services.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, so that 70.0% of our assets are qualifying assets. We may invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25.0% of our total assets constitute repurchase agreements from a single counterparty, we would not meet the asset diversification tests required to maintain our tax treatment as a RIC for U.S. federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our management team will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

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Senior Securities

As a BDC, we are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. In addition, while any senior securities remain outstanding (other than senior securities representing indebtedness issued in consideration of a privately arranged loan which is not intended to be publicly distributed), we must make provisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5.0% of the value of our total assets for temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “Item 1A. Risk Factors — Risks Relating to Our Business and Structure — Incurring additional leverage may magnify our exposure to risks associated with leverage, including fluctuations in interest rates that could adversely affect our profitability” included in this Annual Report on Form 10-K.

Code of Business Conduct and Ethics

We and Barings have adopted a code of ethics (the “Global Code of Ethics Policy”), and corporate governance guidelines, which collectively covers ethics and business conduct. These documents apply to our and Barings’ directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and any person performing similar functions, and establish procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the Global Code of Ethics Policy and corporate governance guidelines may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. We will report any amendments to or waivers of a required provision of our Global Code of Ethics Policy under cover of a Current Report on Form 8-K.

Compliance Policies and Procedures

We and Barings have adopted and implemented written policies and procedures reasonably designed to prevent violation of the U.S. federal securities laws, and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation, and to designate a chief compliance officer to be responsible for administering such policies and procedures. Gerald Cummins serves as our Chief Compliance Officer.

Proxy Voting Policies and Procedures

We delegate our proxy voting responsibilities to Barings. Barings votes proxies relating to our portfolio securities in a manner which we believe will be in the best interest of our stockholders. Barings reviews on a case-by-case basis each proposal submitted to a stockholder vote to determine its impact on the portfolio securities held by us. Although Barings generally votes against proposals that may have a negative impact on our portfolio securities, they may vote for such a proposal if there exists compelling long-term reasons to do so.

The proxy voting decisions of Barings are made by the investment professionals who are responsible for monitoring each of its clients’ investments. To ensure that their vote is not the product of a conflict of interest, Barings requires that: (i) anyone involved in the decision making process disclose to our chief compliance officer any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and (ii) employees involved in the decision making process or vote administration are prohibited from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties.

Stockholders may, without charge, obtain information regarding how we voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202 or by calling our investor relations department at 888-401-1088.

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Other

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without the prior approval of those members of the Board who are not interested persons and, in some cases, prior approval by the SEC. The 1940 Act prohibits us from making certain negotiated co-investments with affiliates absent prior approval of the SEC. Barings’ existing Co-Investment Exemptive Relief permits us and Barings’ affiliated private funds and SEC-registered funds to co-invest in loans originated by Barings, which allows Barings to implement its senior secured private debt investment strategy for us.

We are periodically examined by the SEC for compliance with the 1940 Act.

We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

Securities Exchange Act of 1934 and Sarbanes-Oxley Act Compliance

We are subject to the reporting and disclosure requirements of the Exchange Act, including the filing of quarterly, annual and current reports, proxy statements and other required items. In addition, we are subject to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), which imposes a wide variety of regulatory requirements on SEC-registered companies and their insiders. For example:

•pursuant to Rule 13a-14 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer are required to certify the accuracy of the financial statements contained in our periodic reports;

•pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures;

•pursuant to Rule 13a-15 under the Exchange Act, our management is required to prepare an annual report regarding its assessment of our internal control over financial reporting, and, starting from the date on which we cease to be an emerging growth company under the JOBS Act (as defined below), must obtain an audit of the effectiveness of internal control over financial reporting performed by our independent registered public accounting firm should we become an accelerated filer; and

•pursuant to Item 308 of Regulation S-K and Rule 13a-15 under the Exchange Act, our periodic reports must disclose whether there were significant changes in our internal control over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

JOBS Act

We currently are, and expect to remain, an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”), until the earliest of:

•the last day of our fiscal year in which the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement;

•the end of the fiscal year in which our total annual gross revenues first equal or exceed $1.235 billion;

•the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and

•the last day of a fiscal year in which we (1) have an aggregate worldwide market value of shares of our common stock held by non-affiliates of $700.0 million or more, computed at the end of each fiscal year as of the last business day of our most recently completed second fiscal quarter and (2) have been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act).

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Under the JOBS Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which would require that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, until such time as we cease to be an emerging growth company and become an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in our internal control over financial reporting go undetected.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to take advantage of the extended transition period.

Material U.S. Federal Income Tax Considerations

The following discussion is a general summary of the material U.S. federal income tax considerations applicable to us and to an investment in our shares. This summary does not purport to be a complete description of the income tax considerations applicable to us or to investors in such an investment. For example, we have not described tax consequences that we assume to be generally known by investors or certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including stockholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, dealers in securities, pension plans and trusts, financial institutions, U.S. stockholders (as defined below) whose functional currency is not the U.S. dollar, persons who mark-to-market our shares and persons who hold our shares as part of a “straddle,” “hedge” or “conversion” transaction. This summary assumes that investors hold shares of our common stock as capital assets (within the meaning of the Code). The discussion is based upon the Code, Treasury regulations, and administrative and judicial interpretations, each as of the date of this Annual Report on Form 10-K and all of which are subject to change, possibly retroactively, which could affect the continuing validity of this discussion. This summary does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax. It does not discuss the special treatment under U.S. federal income tax laws that could result if we invested in tax-exempt securities or certain other investment assets.

For purposes of our discussion, a “U.S. stockholder” means a beneficial owner of shares of our common stock that is for U.S. federal income tax purposes:

•a citizen or individual resident of the United States;

•a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

•a trust if (i) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in place to be treated as a U.S. person.

For purposes of our discussion, a “Non-U.S. stockholder” means a beneficial owner of shares of our common stock that is neither a U.S. stockholder nor a partnership (including an entity treated as a partnership for U.S. federal income tax purposes).

If an entity treated as a partnership for U.S. federal income tax purposes (a “partnership”) holds shares of our common stock, the tax treatment of a partner or member of the partnership will generally depend upon the status of the partner or member and the activities of the partnership. A prospective stockholder that is a partner or member in a partnership holding shares of our common stock should consult his, her or its tax advisors with respect to the purchase, ownership and disposition of shares of our common stock.

Tax matters are very complicated and the tax consequences to an investor of an investment in our shares will depend on the facts of his, her or its particular situation. We encourage investors to consult their own tax advisors regarding the specific consequences of such an investment, including tax reporting requirements, the applicability of

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U.S. federal, state, local and foreign tax laws, eligibility for the benefits of any applicable tax treaty and the effect of any changes in the tax laws.

Election to be Taxed as a RIC

We have qualified and elected to be treated as a RIC under Subchapter M of the Code commencing with our taxable year ended December 31, 2021. As a RIC, we generally are not subject to corporate-level U.S. federal income taxes on any income that we distribute to our stockholders from our tax earnings and profits. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income” (“ICTI”), which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss (the “Annual Distribution Requirement”). Even if we qualify for tax treatment as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income and could be subject to U.S. federal excise, state, local and foreign taxes.

Taxation as a RIC

Provided that we qualify for tax treatment as a RIC, we will not be subject to U.S. federal income tax on the portion of our ICTI and net capital gain (which we define as net long-term capital gain in excess of net short-term capital loss) that we timely distribute to stockholders. We will be subject to U.S. federal income tax at the regular corporate rates on any income or capital gain not distributed (or deemed distributed) to our stockholders.

We will be subject to a 4% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i) 98.0% of our ordinary income for each calendar year, (ii) 98.2% of our capital gain net income for the calendar year and (iii) any income recognized, but not distributed, in preceding years and on which we paid no U.S. federal income tax.

In order to qualify for tax treatment as a RIC for U.S. federal income tax purposes, we must, among other things:

•meet the Annual Distribution Requirement;

•qualify to be treated as a BDC or be registered as a management investment company under the 1940 Act at all times during each taxable year;

•derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale or other disposition of stock or other securities or foreign currencies or other income derived with respect to our business of investing in such stock, securities or currencies and net income derived from an interest in a “qualified publicly traded partnership” (as defined in the Code), or the 90% Income Test; and

•diversify our holdings so that at the end of each quarter of the taxable year:

◦at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer (which for these purposes includes the equity securities of a “qualified publicly traded partnership”); and

◦no more than 25% of the value of our assets is invested in the securities, other than U.S. Government securities or securities of other RICs, (i) of one issuer (ii) of two or more issuers that are controlled, as determined under applicable tax rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) of one or more “qualified publicly traded partnerships,” or the Diversification Tests.

To the extent that we invest in entities treated as partnerships for U.S. federal income tax purposes (other than a “qualified publicly traded partnership”), we generally must include the items of gross income derived by the

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partnerships for purposes of the 90% Income Test, and the income that is derived from a partnership (other than a “qualified publicly traded partnership”) will be treated as qualifying income for purposes of the 90% Income Test only to the extent that such income is attributable to items of income of the partnership which would be qualifying income if realized by us directly. In addition, we generally must take into account our proportionate share of the assets held by partnerships (other than a “qualified publicly traded partnership”) in which we are a partner for purposes of the Diversification Tests.

In order to meet the 90% Income Test, we utilize the Taxable Subsidiary, and in the future may establish additional such corporations, to hold assets from which we do not anticipate earning dividend, interest or other qualifying income under the 90% Income Test. Any investments held through a Taxable Subsidiary generally are subject to U.S. federal income and other taxes, and therefore we can expect to achieve a reduced after-tax yield on such investments.

We may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash.

Because any original issue discount or other amounts accrued will be included in our ICTI for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement and to avoid the 4.0% U.S. federal excise tax, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement necessary to obtain and maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level income tax.

Furthermore, a portfolio company in which we invest may face financial difficulty that requires us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such restructuring may result in unusable capital losses and future non-cash income. Any restructuring may also result in our recognition of a substantial amount of non-qualifying income for purposes of the 90% Income Test, such as cancellation of indebtedness income in connection with the work-out of a leveraged investment (which, while not free from doubt, may be treated as non-qualifying income) or the receipt of other non-qualifying income.

Gain or loss realized by us from warrants acquired by us, as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.

Investments by us in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes, and therefore, our yield on any such securities may be reduced by such non-U.S. taxes. Stockholders will generally not be entitled to claim a credit or deduction with respect to non-U.S. taxes paid by us.

If we purchase shares in a “passive foreign investment company,” or PFIC, we may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by us to our stockholders. Additional charges in the nature of interest may be imposed on us in respect of deferred taxes arising from such distributions or gains. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Code, or QEF, in lieu of the foregoing requirements, we will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to it. Alternatively, we can elect to mark-to-market at the end of each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares

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and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. Under either election, we may be required to recognize in a year income in excess of our distributions from PFICs and our proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of the 4% U.S. federal excise tax.

Under Section 988 of the Code, gain or loss attributable to fluctuations in exchange rates between the time we accrue income, expenses, or other liabilities denominated in a foreign currency and the time we actually collect such income or pay such expenses or liabilities are generally treated as ordinary income or loss. Similarly, gain or loss on foreign currency forward contracts and the disposition of debt denominated in a foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

We are authorized to borrow funds and to sell assets in order to satisfy distribution requirements. Under the 1940 Act, we are not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage” tests are met. See “Regulation of Business Development Companies — Qualifying Assets” and “Regulation of Business Development Companies — Senior Securities” above. Moreover, our ability to dispose of assets to meet our distribution requirements may be limited by (i) the illiquid nature of our portfolio and/or (ii) other requirements relating to our tax treatment as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or to avoid the excise tax, we may make such dispositions at times that, from an investment standpoint, are not advantageous.

If we fail to satisfy the Annual Distribution Requirement or otherwise fail to qualify for tax treatment as a RIC in any taxable year, we will be subject to tax in that year on all of our taxable income, regardless of whether we make any distributions to our stockholders. In that case, all of such income will be subject to corporate-level U.S. federal income tax, reducing the amount available to be distributed to our stockholders. See “Failure To Obtain RIC Tax Treatment” below.

As a RIC, we are not allowed to carry forward or carry back a net operating loss for purposes of computing our ICTI in other taxable years. U.S. federal income tax law generally permits a RIC to carry forward (i) the excess of its net short-term capital loss over its net long-term capital gain for a given year as a short-term capital loss arising on the first day of the following year and (ii) the excess of its net long-term capital loss over its net short-term capital gain for a given year as a long-term capital loss arising on the first day of the following year. Future transactions we engage in may cause our ability to use any capital loss carryforwards, and unrealized losses once realized, to be limited under Section 382 of the Code. Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gain and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income that will not be qualifying income for purposes of the 90% Income Test. We will monitor our transactions and may make certain tax elections in order to mitigate the effect of these provisions.

As described above, to the extent that we invest in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes, the effect of such investments for purposes of the 90% Income Test and the Diversification Tests will depend on whether or not the partnership is a “qualified publicly traded partnership” (as defined in the Code). If the entity is a “qualified publicly traded partnership,” the net income derived from such investments will be qualifying income for purposes of the 90% Income Test and will be “securities” for purposes of the Diversification Tests. However, if the entity is not treated as a “qualified publicly traded partnership,” the consequences of an investment in the partnership will depend upon the amount and type of income and assets of the partnership allocable to us. The income derived from such investments may not be qualifying income for purposes of the 90% Income Test and, therefore, could adversely affect our tax treatment as a RIC. We intend to monitor our investments in equity securities of entities that are treated as partnerships for U.S. federal income tax purposes to prevent our disqualification from tax treatment as a RIC.

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We may invest in preferred securities or other securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the expected tax treatment, it could affect the timing or character of income recognized, requiring us to purchase or sell securities, or otherwise change our portfolio, in order to comply with the tax rules applicable to RICs under the Code.

We may distribute taxable dividends that are payable in cash or shares of our common stock at the election of each stockholder. Under certain applicable provisions of the Code and the Treasury regulations, distributions payable in cash or in shares of stock at the election of stockholders are treated as taxable dividends. The Internal Revenue Service has published guidance indicating that this rule will apply even where the total amount of cash that may be distributed is limited to no more than 20% of the total distribution (10% in case of distributions through June 30, 2022). Under this guidance, if too many stockholders elect to receive their distributions in cash, the cash available for distribution must be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock). If we decide to make any distributions consistent with this guidance that are payable in part in our stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend (whether received in cash, our stock, or a combination thereof) as ordinary income (or as long-term capital gain to the extent such distribution is properly reported as a capital gain dividend) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. stockholder may be required to pay tax with respect to such dividends in excess of any cash received. If a U.S. stockholder sells the stock it receives in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.

Failure to Obtain RIC Tax Treatment

If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year, we may nevertheless continue to qualify for tax treatment as a RIC for such year if certain relief provisions are applicable (which may, among other things, require us to pay certain corporate-level federal taxes or to dispose of certain assets).

If we were unable to obtain tax treatment as a RIC, we would be subject to tax on all of our taxable income at regular corporate rates. We would not be able to deduct distributions to stockholders, nor would they be required to be made. Distributions would generally be taxable to our stockholders as dividend income to the extent of our current and accumulated earnings and profits (in the case of non-corporate U.S. stockholders, generally at a maximum U.S. federal income tax rate applicable to qualified dividend income of 20%). Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as a capital gain.

If we fail to meet the RIC requirements for more than two consecutive years and then, seek to re-qualify for tax treatment as a RIC, we would be subject to corporate-level taxation on any built-in gain recognized during the succeeding five-year period unless we made a special election to recognize all such built-in gain upon our re-qualification for tax treatment as a RIC and to pay the corporate-level tax on such built-in gain.

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Possible Legislative or Other Actions Affecting Tax Considerations

Prospective investors should recognize that the present U.S. federal income tax treatment of an investment in our stock may be modified by legislative, judicial or administrative action at any time, and that any such action may affect investments and commitments previously made. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department, resulting in revisions of regulations and revised interpretations of established concepts as well as statutory changes. Revisions in U.S. federal tax laws and interpretations thereof could affect the tax consequences of an investment in our stock. See “Risk Factors — Risk Relating to Our Business and Structure — We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business” included in Item 1A of Part I of this Annual Report on Form 10-K.

Withholding

Our distributions generally will be treated as dividends for U.S. tax purposes and will be subject to U.S. income or withholding tax unless the stockholder receiving the dividend qualifies for an exemption from U.S. tax or the distribution is subject to one of the special look-through rules described below. Distributions paid out of net capital gains can qualify for a reduced rate of taxation in the hands of an individual U.S. stockholder and an exemption from U.S. tax in the hands of a non-U.S. stockholder.

Under an exemption, properly reported dividend distributions by RICs paid out of certain interest income (such distributions, “interest-related dividends”) are generally exempt from U.S. withholding tax for non-U.S. stockholders. Under such exemption, a non-U.S. stockholder generally may receive interest-related dividends free of U.S. withholding tax if such stockholder would not have been subject to U.S. withholding tax if it had received the underlying interest income directly. No assurance can be given as to whether any of our distributions will be eligible for this exemption from U.S. withholding tax or, if eligible, will be reported as such by us. In particular, the exemption does not apply to distributions paid in respect of a RIC’s non-U.S. source interest income, its dividend income or its foreign currency gains. In the case shares of our stock are held through an intermediary, the intermediary may withhold U.S. federal income tax even if we report the payment as a dividend eligible for the exemption.

State and Local Tax Treatment

The state and local tax treatment may differ from U.S. federal income tax treatment.

The discussion set forth herein does not constitute tax advice, and potential investors should consult their own tax advisors concerning the tax considerations relevant to their particular situation.

Available Information

A copy of this Annual Report on Form 10-K and our other reports is available without charge upon written request to Investor Relations, Barings Private Credit Corporation, 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202.

We file with or submit to the SEC annual, quarterly and current reports, proxy statements and other information meeting the informational requirements of the Exchange Act. The SEC maintains an Internet site at http://www.sec.gov that contains our periodic and current reports, proxy and information statements and other information filed electronically by us with the SEC.

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Item 1A. Risk Factors.

Investing in our securities involves a number of significant risks. In addition to the other information contained in this Annual Report on Form 10-K, you should consider carefully the following information before making an investment in our securities. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our NAV, could decline, and you may lose all or part of your investment.

The following is a summary of the principal risk factors associated with an investment in our securities. Further details regarding each risk included in the below summary list can be found further below.

•We are dependent upon Barings’ access to its investment professionals for our success.

•Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments.

•We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

•There are potential conflicts of interest, including the management of other investment funds and accounts by Barings, which could impact our investment returns.

•The fee structure under the Advisory Agreement may induce Barings to pursue speculative investments and incur leverage, which may not be in the best interests of our stockholders.

•Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.

•Our financing agreements contain various covenants, which, if not complied with, could accelerate our repayment obligations thereunder, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.

•We are exposed to risks associated with changes in interest rates.

•Inflation could adversely affect the business, results of operations, and financial condition of our portfolio companies.

•Our investments in portfolio companies may be risky, and we could lose all or part of our investment.

•There is no public market for our common securities, and we do not expect there to be a market for our securities.

Risks Relating to Our Business and Structure

We are dependent upon Barings’ access to its investment professionals for our success.

We depend on the diligence, skill and network of business contacts of Barings’ investment professionals to source appropriate investments for us. We depend on members of Barings’ investment team to appropriately analyze our investments and the relevant investment committee to approve and monitor our portfolio investments. Barings’ investment teams evaluate, negotiate, structure, close and monitor our investments. Our future success depends on the continued availability of the members of Barings’ investment committee and the other investment professionals available to Barings. We do not have employment agreements with these individuals or other key personnel of Barings, and we cannot provide any assurance that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with Barings. If these individuals do not maintain their existing relationships with Barings and its affiliates or do not develop new relationships with other sources of investment opportunities, we may not be able to identify appropriate replacements or grow our investment portfolio. The loss of any member of Barings’ investment committee or of other investment professionals of Barings and its affiliates may limit our ability to achieve our investment objectives and operate as we anticipate, which could have a material adverse effect on our financial condition, results of operations and cash flows. Barings evaluates, negotiates, structures, closes and monitors our investments in accordance with the terms of the Advisory Agreement. We can offer no assurance, however, that the investment professionals of Barings will continue to provide investment advice to us or that we will continue to have access to Barings’ investment professionals or its

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information and deal flow. Further, there can be no assurance that Barings will replicate its own historical success, and we caution you that our investment returns could be substantially lower than the returns achieved by other funds managed by Barings.

Our business model depends to a significant extent upon strong referral relationships, and our inability to maintain or develop these relationships, as well as the failure of these relationships to generate investment opportunities, could adversely affect our business.

We depend upon Barings’ and its affiliates’ relationships with sponsors, and we intend to rely to a significant extent upon these relationships to provide us with potential investment opportunities. If Barings or its affiliates fail to maintain such relationships, or to develop new relationships with other sponsors or sources of investment opportunities, we will not be able to grow our investment portfolio. In addition, individuals with whom the principals of Barings have relationships are not obligated to provide us with investment opportunities, and, therefore, we can offer no assurance that these relationships will generate investment opportunities for us in the future.

Our financial condition and results of operations will depend on our ability to manage and deploy capital effectively.

Our ability to continue to achieve our investment objectives will depend on our ability to effectively manage and deploy our capital, which will depend, in turn, on Barings’ ability to continue to identify, evaluate, invest in and monitor companies that meet our investment criteria. We cannot assure you that we will continue to achieve our investment objectives.

Accomplishing this result on a cost-effective basis will be largely a function of Barings’ handling of the investment process, their ability to provide competent, attentive and efficient services and our access to investments offering acceptable terms. In addition to monitoring the performance of our existing investments, Barings’ investment professionals may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time may distract them or slow the rate of investment.

Even if we are able to grow and build upon our investment operations in a manner commensurate with any capital made available to us as a result of our operating activities, financing activities and/or offerings of our securities, any failure to manage our growth effectively could have a material adverse effect on our business, financial condition, results of operations and prospects. The results of our operations will depend on many factors, including the availability of opportunities for investment, readily accessible short- and long-term funding alternatives in the financial markets and general economic conditions. Furthermore, if we cannot successfully operate our business or implement our investment policies and strategies as described in this Annual Report on Form 10-K, it could negatively impact our ability to pay distributions and cause you to lose part or all of your investment.

Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined in good faith by the Board. The Board has designated Barings as valuation designee to perform our fair value determinations relating to the value of our assets for which market quotations are not readily available.

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Typically there is not a public market for the securities of the privately held middle-market companies in which we have invested and will generally continue to invest. The Adviser conducts the valuation of such investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and ASC Topic 820. Our current valuation policy and processes were established by the Adviser and have been approved by the Board. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by us. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee. See “Item 1. Business – Valuation Process and Determination of Net Asset Value” included in this Annual Report on Form 10-K for a detailed description of our valuation process.

The determination of fair value and consequently, the amount of unrealized appreciation and depreciation in our portfolio, is to a certain degree subjective and dependent on the judgment of Barings. Certain factors that may be considered in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to comparable publicly-traded companies, discounted cash flows and other relevant factors. Because such valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, the Adviser’s fair value determinations may cause our NAV on a given date to materially understate or overstate the value that we may ultimately realize upon the sale or disposition of one or more of our investments. As a result, investors purchasing our securities based on an overstated NAV would pay a higher price than the value of our investments might warrant. Conversely, investors selling shares during a period in which the NAV understates the value of our investments will receive a lower price for their shares than the value of our investments might warrant.

We operate in a highly competitive market for investment opportunities, which could reduce returns and result in losses.

A number of entities compete with us to make the types of investments that we make. We compete with public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and some have considerably greater financial, technical and marketing resources than we do. For example, we believe some of our competitors may have access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source of income, asset diversification and distribution requirements we must satisfy to maintain our qualification as a RIC. The competitive pressures we face may have a material adverse effect on our business, financial condition, results of operations and cash flows. As a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to time, and we may not be able to identify and make investments that are consistent with our investment objective.

With respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be lower than the rates we offer. In the secondary market for acquiring existing loans, we compete generally on the basis of pricing terms. With respect to all investments, we may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss.

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There are potential conflicts of interest, including the management of other investment funds and accounts by Barings, which could impact our investment returns.

Our executive officers and the members of Barings’ investment committee, as well as the other principals of Barings, manage other funds affiliated with Barings, including other closed-end investment companies. In addition, Barings’ investment team has responsibilities for managing U.S. and global middle-market debt investments for certain other investment funds and accounts. Accordingly, they have obligations to investors in those entities, the fulfillment of which may not be in the best interests of, or may be adverse to our and our stockholders’ interests. In addition, certain of the other funds and accounts managed by Barings may provide for higher management or incentive fees, greater expense reimbursements or overhead allocations, or permit Barings and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for Barings to favor such other funds or accounts. Although the professional staff of Barings devote as much time to our management as appropriate to enable Barings to perform its duties in accordance with the Advisory Agreement, the investment professionals of Barings may have conflicts in allocating their time and services among us, on the one hand, and the other investment vehicles managed by Barings or one or more of its affiliates on the other hand.

Barings may face conflicts in allocating investment opportunities between us and affiliated investment vehicles that have overlapping investment objectives with ours. Although Barings will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its allocation policies and procedures, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by Barings or an investment manager affiliated with Barings if such investment is prohibited by the 1940 Act, and there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us.

Conflicts may also arise because portfolio decisions regarding our portfolio may benefit Barings’ affiliates. Barings' affiliates may pursue or enforce rights with respect to one of our portfolio companies on behalf of other funds or accounts managed by it, and those activities may have an adverse effect on us.

Barings, its investment committee, or its affiliates may, from time to time, possess material non-public information, limiting our investment discretion.

Principals of Barings and its affiliates and members of Barings’ investment committee may serve as directors of, or in a similar capacity with, companies in which we invest, the securities of which are purchased or sold on our behalf. In the event that material nonpublic information is obtained with respect to such companies, or we become subject to trading restrictions under the internal trading policies of those companies or as a result of applicable law or regulations, we could be prohibited for a period of time from purchasing or selling the securities of such companies, and this prohibition may have an adverse effect on us.

Our ability to enter into transactions with Barings and its affiliates is restricted.

BDCs generally are prohibited under the 1940 Act from knowingly participating in certain transactions with their affiliates without the prior approval of their independent directors and, in some cases, of the SEC. Those transactions include purchases and sales, and so-called “joint” transactions, in which a BDC and one or more of its affiliates engage in certain types of profit-making activities. Any person that owns, directly or indirectly, 5.0% or more of a BDC’s outstanding voting securities will be considered an affiliate of the BDC for purposes of the 1940 Act, and a BDC generally is prohibited from engaging in purchases or sales of assets or joint transactions with such affiliates, absent the prior approval of the BDC’s independent directors. Additionally, without the approval of the SEC, a BDC is prohibited from engaging in purchases or sales of assets or joint transactions with the BDC’s officers and directors, and investment adviser, including funds managed by the investment adviser and its affiliates.

BDCs may, however, invest alongside certain related parties or their respective other clients in certain circumstances where doing so is consistent with current law and SEC staff interpretations. For example, a BDC may invest alongside such accounts consistent with guidance promulgated by the SEC staff permitting the BDC and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are

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met, including that the BDC’s investment adviser, acting on the BDC’s behalf and on behalf of other clients, negotiates no term other than price.

The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. Pursuant to the Co-Investment Exemptive Relief, we are generally permitted to co-invest with funds affiliated with Barings if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors 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 us and our stockholders and do not involve overreaching in respect of us or our stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of our stockholders and is consistent with our investment objective and strategies. Co-investments made under the Co-Investment Exemptive Relief are subject to compliance with the conditions and other requirements contained in the Co-Investment Exemptive Relief, which could limit our ability to participate in a co-investment transaction.

In situations where co-investment with other affiliated funds or accounts is not permitted or appropriate, Barings will need to decide which account will proceed with the investment in accordance with its allocation policies and procedures. Although Barings will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its allocation policies and procedures, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by Barings or an investment manager affiliated with Barings if such investment is prohibited by the 1940 Act. These restrictions, and similar restrictions that limit our ability to transact business with our officers or directors or their affiliates, including funds managed by Barings, may limit the scope of investment opportunities that would otherwise be available to us.

We are subject to risks associated with investing alongside other third parties.

We have invested and may in the future invest alongside third parties through partnerships, joint ventures or other entities. Such investments may involve risks not present in investments where a third party is not involved, including the possibility that such third party may at any time have economic or business interests or goals which are inconsistent with ours, or may be in a position to take action contrary to our investment objectives. In addition, we may in certain circumstances be liable for actions of such third party.

More specifically, joint ventures involve a third party that has approval rights over certain activities of the joint venture. The third party may take actions that are inconsistent with our interests. For example, the third party may decline to approve an investment for the joint venture that we otherwise want the joint venture to make. A joint venture may also use investment leverage which magnifies the potential for gain or loss on amounts invested. Generally, the amount of borrowings by the joint venture is not included when calculating our total borrowings and related leverage ratios and is not subject to asset coverage requirements imposed by the 1940 Act. If the activities of the joint venture were required to be consolidated with our activities because of a change in U.S. GAAP rules or SEC staff interpretations, it is likely that we would have to reorganize any such joint venture.

The fee structure under the Advisory Agreement may induce Barings to pursue speculative investments and incur leverage, which may not be in the best interests of our stockholders.

The base management fee is calculated based on our gross assets, including assets purchased with borrowed funds or other forms of leverage (but excluding cash or cash equivalents and net unsettled purchases and sales of investments). Accordingly, the base management fee is payable regardless of whether the value of our gross assets and/or your investment has decreased during the then-current quarter and creates an incentive for Barings to incur leverage, which may not be consistent with our stockholders’ interests.

The incentive fee payable to Barings is calculated based on a percentage of our return on invested capital. The incentive fee payable to Barings may create an incentive for Barings to make investments on our behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement. Unlike the base management fee, the incentive fee is payable only if the hurdle rate is achieved. Because the portfolio earns investment income on gross assets while the hurdle rate is based on invested capital, and because the use of leverage increases gross assets without any corresponding increase in invested capital, Barings may be incentivized to incur leverage to grow the portfolio, which will tend to enhance returns where our portfolio has positive returns and

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increase the chances that such hurdle rate is achieved. Conversely, the use of leverage may increase losses where our portfolio has negative returns, which would impair the value of our common stock.

In addition, the incentive fee Barings may receive under the Advisory Agreement is subject to a cap that adjusts based, in part, on our net capital gains and losses during the relevant measurement period. This may incentivize Barings to invest more capital in investments that are likely to result in capital gains as compared to income-producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which may not be in the best interests of our stockholders and could result in higher investment losses, particularly during economic downturns.

Barings’ liability is limited under the Advisory Agreement, and we are required to indemnify Barings against certain liabilities, which may lead Barings to act in a riskier manner on our behalf than it would when acting for its own account.

Pursuant to the Advisory Agreement, Barings and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with Barings will not be liable to us, and we have agreed to indemnify them, for their acts under the Advisory Agreement, absent fraud, willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. These protections may lead Barings to act in a riskier manner when acting on our behalf than it would when acting for its own account.

Barings is able to resign as our investment adviser and/or our administrator upon 90 days’ notice, and we may not be able to find a suitable replacement within that time, or at all, resulting in a disruption in our operations that could adversely affect our financial condition, business and results of operations.

Pursuant to the Advisory Agreement, Barings has the right to resign as our investment adviser upon 90 days’ written notice, whether a replacement has been found or not. Similarly, Barings has the right under the Administration Agreement to resign upon 90 days’ written notice, whether a replacement has been found or not. If Barings resigns, it may be difficult to find a replacement investment adviser or administrator, as applicable, or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 90 days, or at all. If a replacement is not found quickly, our business, results of operations and financial condition as well as our ability to pay distributions are likely to be adversely affected and the value of our shares may decline. In addition, the coordination of our internal management and investment or administrative activities is likely to suffer if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by Barings. Even if a comparable service provider or individuals performing such services are retained, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.

Our long-term ability to fund new investments and make distributions to our stockholders could be limited if we are unable to renew, extend, replace or expand our current borrowing arrangements, or if financing becomes more expensive or less available.

There can be no guarantee that we will be able to renew, extend, replace or expand our current borrowing arrangements on terms that are favorable to us, if at all. Our ability to obtain replacement financing will be constrained by then-current economic conditions affecting the credit markets. Our inability to renew, extend, replace or expand these borrowing arrangements could have a material adverse effect on our liquidity and ability to fund new investments, our ability to make distributions to our stockholders and our ability to qualify for tax treatment as a RIC under the Code.

Although we have commenced a share repurchase program, we have discretion to not repurchase stockholders’ shares, to suspend the program, and to cease repurchases.

The Board may amend, suspend or terminate the share repurchase program at any time in its discretion. Stockholders may not be able to sell their shares at all in the event the Board amends, suspends or terminates the share repurchase program, absent a liquidity event, and we currently do not intend to undertake a liquidity event, and we are not obligated by our Articles of Incorporation or otherwise to effect a liquidity event at any time. If less than

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the full amount of the shares of common stock requested to be repurchased in any given repurchase offer are repurchased, funds will be allocated pro rata based on the total number of shares being repurchased without regard to class. The share repurchase program has many limitations, and will be subject to compliance with applicable covenants and restrictions under our financing arrangements and regulatory restrictions, and should not be relied upon as a method to sell shares promptly or at a desired price.

The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our stockholders.

In the event a stockholder chooses to participate in our share repurchase program, the stockholder will be required to provide us with notice of intent to participate prior to knowing what the NAV per share of our common stock will be on the repurchase date. Although a stockholder will have the ability to withdraw a repurchase request prior to the repurchase date, to the extent a stockholder seeks to sell shares to us as part of our periodic share repurchase program, the stockholder will be required to do so without knowledge of what the repurchase price of our shares will be on the repurchase date.

When we make repurchase offers pursuant to the share repurchase program, we may offer to repurchase shares of our common stock at a price that is lower than the price that you paid for the shares. As a result, to the extent you have the ability to sell your shares pursuant to our share repurchase program, the price at which you may sell shares, which will generally be at a price equal to the NAV per share as of the last calendar day of the applicable quarter (subject to the Early Repurchase Deduction, as applicable), may be lower than the amount you paid in connection with the purchase of shares in the Private Offering.

The price at which we may repurchase shares pursuant to our share repurchase program will be determined in accordance with the Adviser’s valuation policy and, as a result, there may be uncertainty as to the value of our shares.

Since our shares of common stock are not publicly traded, and we do not intend to list our shares on a national securities exchange, the fair value of our shares may not be readily determinable. Any repurchase of shares of our common stock pursuant to our share repurchase program will generally be at a price equal to the net asset per share as of the last calendar day of the applicable quarter, except that shares of common stock purchased on or after March 1, 2024 that have not been outstanding for at least one year may be repurchased at 98% of such NAV. Inputs into the determination of fair value of our shares require significant management judgment or estimation.

In connection with the determination of the fair value of our shares, investment professionals from the Adviser may use valuations based upon our most recent financial statements and projected financial results. The participation of the Adviser’s investment professionals in our valuation process could result in a conflict of interest as the Adviser’s base management fee is based on our average gross assets.

Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our results of operations and financial condition.

Events affecting economic conditions in the United States and/or elsewhere or globally, including as a result of inflation or higher interest rates, actual or perceived instability in the U.S. banking system or market volatility, could cause our stockholders to seek to sell their shares to us pursuant to our discretionary share repurchase program at a time when such events are adversely affecting the performance of our assets. Even if we decide to satisfy all resulting repurchase requests, our cash flow and liquidity could be materially adversely affected, and we may incur additional leverage. In addition, if we determine to sell assets to satisfy repurchase requests, we may not be able to realize the return on such assets that we may have been able to achieve had we sold at a more favorable time, and our results of operations and financial condition could be materially adversely affected.

A significant volume of repurchase requests in a given period may in the future cause requests to exceed the planned 5% quarterly limit under our discretionary share repurchase program, resulting in less than the full amount of repurchase requests being satisfied in such period.

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We may be subject to PIK interest payments.

Certain of our debt investments may contain provisions providing for the payment of PIK interest. Because PIK interest results in an increase in the size of the loan balance of the underlying loan, the receipt by us of PIK interest will have the effect of increasing our assets under management. As a result, because the base management fee that we pay to the Investment Adviser is based on the value of our gross assets, the receipt by us of PIK interest will result in an increase in the amount of the base management fee payable by us. In addition, any such increase in a loan balance due to the receipt of PIK interest will cause such loan to accrue interest on the higher loan balance, which will result in an increase in our pre-incentive fee net investment income and, as a result, an increase in incentive fees that are payable by us to the Investment Adviser.

To the extent original issue discount instruments, such as zero coupon bonds and PIK loans, constitute a significant portion of the Company’s income, investors will be exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following: (a) the higher interest rates of PIK loans reflect the payment deferral and increased credit risk associated with these instruments, and PIK instruments generally represent a significantly higher credit risk than coupon loans; (b) PIK loans may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral; (c) market prices of zero-coupon or PIK securities are affected to a greater extent by interest rate changes and may be more volatile than securities that pay interest periodically and in cash, and PIKs are usually less volatile than zero-coupon bonds, but more volatile than cash pay securities; (d) because original issue discount income is accrued without any cash being received by the Company, required cash distributions may have to be paid from offering proceeds or the sale of Company assets without investors being given any notice of this fact; (e) the deferral of PIK interest increases the loan-to-value ratio, which is a measure of the riskiness of a loan; (f) even if the accounting conditions for income accrual are met, the borrower could still default when the Company’s actual payment is due at the maturity of the loan; and (g) original issue discount creates risk of non-refundable cash payments to our Investment Adviser based on non-cash accruals that may never be realized.

Regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital.

Our business requires capital to operate and grow. In the future, we may issue debt securities or preferred stock, and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities.” As a result of issuing senior securities, we will be exposed to additional risks, including, but not limited to, the following:

•Under the provisions of the 1940 Act, we are permitted, as a BDC, to issue senior securities only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of senior securities. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be prohibited from declaring a dividend or making any distribution to stockholders or repurchasing our shares until such time as we satisfy this test.

•Any amounts that we use to service our debt or make payments on preferred stock will not be available for distributions to our common stockholders.

•Our current indebtedness is, and it is likely that any securities or other indebtedness we may issue will be, governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, some of these securities or other indebtedness may be rated by rating agencies, and in obtaining a rating for such securities and other indebtedness, we may be required to abide by operating and investment guidelines that further restrict operating and financial flexibility.

•We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities and other indebtedness.

•Preferred stock or any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock, including separate voting

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rights and could delay or prevent a transaction or a change in control to the detriment of the holders of our common stock.

Our financing agreements contain various covenants, which, if not complied with, could accelerate our repayment obligations thereunder, thereby materially and adversely affecting our liquidity, financial condition, results of operations and ability to pay distributions.

We will have a continuing need for capital to finance our investments. We are party to various financing agreements from time to time which contain customary terms and conditions, including, without limitation, affirmative and negative covenants such as information reporting requirements, minimum stockholders’ equity, minimum obligators’ net worth, minimum asset coverage, maximum net debt to equity, minimum liquidity and maintenance of RIC and BDC status. These financing arrangements also contain customary events of default with customary cure and notice provisions, including, without limitation, nonpayment, misrepresentation of representations and warranties in a material respect, breach of covenant, cross-default to other indebtedness, bankruptcy, change of control, and material adverse effect.

Our continued compliance with the covenants under these financing agreements depends on many factors, some of which are beyond our control, and there can be no assurance that we will continue to comply with such covenants. Our failure to satisfy the respective covenants or otherwise default under one of our financing arrangements could result in foreclosure by the lenders thereunder, which would accelerate our repayment obligations under the financing arrangement and thereby have a material adverse effect on our business, liquidity, financial condition, results of operations and ability to pay distributions to our stockholders.

We are exposed to risks associated with changes in interest rates.

To the extent we borrow money or issue debt securities or preferred stock to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities or preferred stock and the rate at which we invest these funds. The recent increases in the general level of interest rates have led to higher interest rates applicable to our debt investments, which may result in an increase of the amount of incentive fees payable to Barings. Also, the recent increases in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock.

As of the end of June 2023, no settings of the London Interbank Offered Rate (“LIBOR”) continue to be published on a representative basis and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued. On March 15, 2022, the U.S. enacted federal legislation that is intended to minimize legal and economic uncertainty following U.S. dollar LIBOR’s cessation by replacing LIBOR references in certain U.S. law-governed contracts under certain circumstances with a SOFR-based rate identified in a Federal Reserve rule plus a statutory spread adjustment. In addition, the U.K. Financial Conduct Authority, which regulates the publisher of LIBOR (ICE Benchmark Administration), has announced that it will require the continued publication of the one-, three- and six-month tenors of U.S. dollar LIBOR on a non-representative synthetic basis until the end of September 2024, which may result in certain non-U.S. law-governed contracts and U.S. law-governed contracts not covered by the federal legislation remaining on synthetic U.S. dollar LIBOR until the end of this period.

Our loan agreements with our portfolio companies that referenced LIBOR included fallback language in the event that LIBOR was discontinued, became unrepresentative or in the event that the method for determining LIBOR has changed. As a result of this language or through other bi-lateral amendments, all of these loan agreements have transitioned to an alternative reference rate.

The transition away from LIBOR and reform, modification, or adjustments of other reference rate benchmarks to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.

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Alteration of the terms of a debt instrument or a modification of the terms of other types of contracts to replace an interbank offered rate with a new reference rate could result in a taxable exchange and the realization of income and gain/loss for U.S. federal income tax purposes. The IRS has issued final regulations regarding the tax consequences of the transition from interbank offered rates to new reference rates in debt instruments and non-debt contracts. Under the final regulations, alteration or modification of the terms of a debt instrument to replace an operative rate that uses a discontinued interbank offered rate with a qualified rate (as defined in the final regulations), add a qualified rate as a fallback rate to a contract whose operative rate uses a discontinued interbank offered rate or replace a fallback rate that uses a discontinued interbank offered rate with a qualified rate would not be taxable. The IRS may provide additional guidance, with potential retroactive effect.

Furthermore, because a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate in the investment advisory agreement and may result in a substantial increase of the amount of incentive fees payable to Barings with respect to pre-incentive fee net investment income.

The Revolving Credit Facility, the SMBC Credit Facility, the July 2021 NPA and the May 2022 NPA have, and any other credit facilities we may enter into may have, potential limits.

Our wholly-owned subsidiary’s, BPC Funding LLC (“BPC Funding”), senior secured revolving credit facility with BNP Paribas (as amended, the “Revolving Credit Facility”) and our senior secured credit facility (the “SMBC Credit Facility”) with Sumitomo Mitsui Banking Corporation (“SMBC”) are each backed by, and any future borrowing facility may be backed by, all or a portion of our or our subsidiaries’ loans and securities on which the lenders may have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. We expect that any security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collateral for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If we were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, any security interests as well as negative covenants that the Revolving Credit Facility or the SMBC Credit Facility includes, or any other borrowing facility may include, may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if the borrowing base under the Revolving Credit Facility, SMBC Credit Facility or any other borrowing facility were to decrease, we would be required to secure additional assets in an amount equal to any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency or any remaining assets are not eligible to be included in the borrowing base under the relevant financing agreement, we could be required to repay advances under the relevant borrowing facility or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to pay dividends.

In addition, we and our financing subsidiary are subject to limitations as to how borrowed funds may be used under the Revolving Credit Facility and SMBC Credit Facility and any future credit facility may include similar limitations, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests and investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under the Revolving Credit Facility, SMBC Credit Facility, the July 2021 NPA (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K), the May 2022 NPA (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of

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Operations – Financial Condition, Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) or any other borrowing facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our revenues and, by delaying any cash payment allowed to us under the relevant borrowing facility until the lenders have been paid in full, reduce our liquidity and cash flow and impair our ability to grow our business and maintain our qualification as a RIC

We may default under the Revolving Credit Facility, the SMBC Credit Facility, the July 2021 NPA, the May 2022 NPA or our other borrowing arrangements.

We and our wholly-owned subsidiary, BPC Funding, have entered into the Revolving Credit Facility, and we have entered into the SMBC Credit Facility. We have also issued the July 2026 Notes (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) pursuant to the terms of the July 2021 NPA, the May 2027 Notes (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) pursuant to the terms of the May 2022 NPA, and may enter into one or more additional credit facilities or other borrowing arrangements. We intend to use borrowings under the Revolving Credit Facility, SMBC Credit Facility and any future credit facility or other financing arrangement to make additional investments and for other general corporate purposes. However, there can be no assurance that we will be able to close any additional credit facilities, increase amounts available under the Revolving Credit Facility or SMBC Credit Facility or otherwise obtain other financing.

In the event we or our relevant subsidiary defaults under the Revolving Credit Facility, the SMBC Credit Facility, the July 2021 NPA, or the May 2022 NPA or any other future borrowing facility or financing arrangement, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under the Revolving Credit Facility, the SMBC Credit Facility, the July 2021 NPA, the May 2022 NPA or such future borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under the Revolving Credit Facility, the SMBC Credit Facility or such future borrowing facility could assume control of the disposition of any or all of our assets, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

We invest in revolving credit facilities or may make other similar financial commitments.

We have acquired and expect to continue to acquire or originate revolving credit facilities. As a result, there is a risk that we may not have sufficient liquidity to fund all or a portion of the amounts due and there can be no assurance that we will be able to meet our funding obligations under a revolving credit facility and that such failure will not have an adverse effect on us. Furthermore, there can be no assurance that a borrower will fully draw down on its available line of credit under a revolving credit line and, as a result, our returns could be adversely affected.

Furthermore, the unfunded portion of our investments in revolving credit facilities and other financial commitments may represent a substantial portion of our assets. As a result, in certain circumstances, we may need to retain investment income, borrow funds or liquidate certain investments prematurely at potentially significant discounts to market value if we do not have sufficient liquid assets to meet these commitments; however, we will not borrow in excess of applicable limitations under the 1940 Act.

We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.

The Company may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. In October 2020, the SEC adopted Rule 18f-4 under the 1940 Act regarding the ability of a BDC to use derivatives and other transactions that create future payment or delivery obligations. Under Rule 18f-4, BDCs that use derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program

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and testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under Rule 18f-4. Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement (which may include delayed draw and revolving loans) that will not be deemed to be a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collectively, these requirements may limit the Company’s ability to use derivatives and/or enter into certain other financial contracts.

The Company has adopted updated policies and procedures in compliance with Rule 18f-4. The Company expects to qualify as a “limited derivatives user” under Rule 18f-4. Future legislation or rules may modify how the Company treats derivatives and other financial arrangements for purposes of the Company’s compliance with the leverage limitations of the 1940 Act. Future legislation or rules may modify how leverage is calculated under the 1940 Act and, therefore, may increase or decrease the amount of leverage currently available to the Company under the 1940 Act, which may be materially adverse to the Company and its stockholders.

Incurring additional leverage may magnify our exposure to risks associated with changes in leverage, including fluctuations in interest rates that could adversely affect our profitability.

As part of our business strategy, we borrow under financing agreements with certain banks and issue debt securities, and in the future may borrow money and issue debt securities to banks, insurance companies and other lenders. Our obligations under these arrangements are or may be secured by a material portion of our assets. As a result, these lenders are or may have claims that are superior to the claims of our common stockholders, and have or may have fixed-dollar claims on our assets that are superior to the claims of our stockholders. Also, if the value of our assets decreases, leverage will cause our NAV to decline more sharply than it otherwise would have without leverage. Similarly, any decrease in our income would cause our net income to decline more sharply than it would have if we had not borrowed. This decline could negatively affect our ability to make dividend payments on our common stock.

Because we incur additional leverage, general interest rate fluctuations may have a more significant negative impact on our investments than they would have absent such additional leverage and, accordingly, may have a material adverse effect on our operating results. A portion of our income will depend upon the difference between the rate at which we borrow funds and the interest rate on the debt securities in which we invest. Because we borrow money to make investments and may issue debt securities, preferred stock or other securities, our net investment income is dependent upon the difference between the rate at which we borrow funds or pay interest or dividends on such debt securities, preferred stock or other securities and the rate at which we invest these funds. Typically, our interest earning investments accrue and pay interest at variable rates, and our interest-bearing liabilities accrue interest at variable or potentially fixed rates. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

The following table illustrates the effect of leverage on returns from an investment in our common stock assuming that we employ (i) our actual asset coverage ratio as of December 31, 2023 and (ii) a hypothetical asset coverage ratio of 150%, each at various annual returns on our portfolio as of December 31, 2023, net of expenses. The purpose of this table is to assist investors in understanding the effects of leverage. The calculations in the table below are hypothetical, and actual returns may be higher or lower than those appearing in the table below.

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	Assumed Return on our Portfolio (Net of Expenses)
	(10.0)	%	(5.0)	%	0.0	%	5.0	%	10.0	%
Corresponding return to common stockholder assuming actual asset coverage as of December 31, 2023(1)	(26.9)	%	(17.0)	%	(7.0)	%	2.9	%	12.9	%
Corresponding return to common stockholder assuming 150% asset coverage as of December 31, 2023(2)	(45.1)	%	(29.9)	%	(14.7)	%	0.4	%	15.6	%

(1) Assumes $2,599.2 million in total assets, $1,243.2 million in debt outstanding, $1,307.0 million in net assets and an average cost of funds of 7.374%, which was the weighted average borrowing cost of our outstanding borrowings at December 31, 2023. The assumed amount of debt outstanding for this example includes $411.0 million of outstanding borrowings under the Revolving Credit Facility as of December 31, 2023, $124.5 million of outstanding borrowings under the SMBC Credit Facility, $150.0 million aggregate principal amount of July 2026 Notes outstanding, $155.0 million aggregate principal amount of May 2027 Notes and $402.5 million aggregate principal amount of 2023 Debt Securitization outstanding (as defined below under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Liquidity and Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K) outstanding and assumed additional borrowings of $0.3 million to settle our payable from unsettled transactions as of December 31, 2023.

(2) Assumes $3,970.3 million in total assets, $2,614.0 million in debt outstanding and $1,307.0 million in net assets as of December 31, 2023, and an average cost of funds of 7.374%, which was the weighted average borrowing cost of our borrowings at December 31, 2023.

Based on our total outstanding indebtedness of $1,243.0 million as of December 31, 2023, assumed additional borrowings of $0.3 million to settle our payable from unsettled transactions as of December 31, 2023 and an average cost of funds of 7.374%, which was the weighted average borrowing cost of our outstanding borrowings at December 31, 2023, our investment portfolio must experience an annual return of at least 3.53% to cover annual interest payments on our outstanding indebtedness.

Based on outstanding indebtedness of $2,614.0 million calculated assuming a 150% asset coverage ratio as of December 31, 2023 and an average cost of funds of 7.374%, which was the weighted average borrowing cost of our outstanding borrowings at December 31, 2023, our investment portfolio must experience an annual return of at least 4.85% to cover annual interest payments on our outstanding indebtedness.

Our Board of Directors may change our investment objectives, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse.

The Board has the authority to modify or waive our current investment objectives, operating policies and strategies without prior notice and without stockholder approval (except as required by the 1940 Act). However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our stock. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we will have significant flexibility in investing the net proceeds from the Private Offering and any future offering and may use the net proceeds from such offerings in ways with which investors may not agree or for purposes other than those contemplated at the time of the offering.

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We will be subject to corporate-level U.S. federal income tax if we are unable to maintain our tax treatment as a RIC under Subchapter M of the Code, which will adversely affect our results of operations and financial condition.

We have elected to be treated as a RIC under the Code, which generally allows us to avoid being subject to corporate-level U.S. federal income tax. To maintain RIC tax treatment under the Code, we must meet the following annual distribution, income source and asset diversification requirements:

•The Annual Distribution Requirement for a RIC will be satisfied if we distribute to our stockholders on an annual basis at least 90.0% of our net ordinary income and net short-term capital gain in excess of net long-term capital loss, or ICTI, if any. We will be subject to a 4.0% nondeductible U.S. federal excise tax, however, to the extent that we do not satisfy certain additional minimum distribution requirements on a calendar year basis. Because we use debt financing, we are subject to certain asset coverage ratio requirements under the 1940 Act and are currently, and may in the future become, subject to certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the Annual Distribution Requirement. If we are unable to obtain cash from other sources, we could fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

•The income source requirement will be satisfied if we obtain at least 90.0% of our income for each year from distributions, interest, gains from the sale of stock or securities or similar sources.

•The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other acceptable securities, provided such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain “qualified publicly traded partnerships.” Failure to meet these requirements may result in our having to dispose of certain investments quickly in order to prevent the loss of RIC tax treatment. Because most of our investments will be in private companies, and therefore will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

If we fail to maintain RIC tax treatment for any reason and are subject to corporate-level U.S. federal income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions. We may also be subject to certain U.S. federal excise taxes, as well as state, local and foreign taxes.

There may be a possibility of the need to raise additional capital.

We may need additional capital to fund new investments and grow our portfolio of investments. In addition to the continuous Private Offering, we intend to access the capital markets periodically to issue debt securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we will be required to distribute at least 90% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders to maintain our qualification as a RIC. As a result, these earnings will not be available to fund new investments. An inability on our part to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which would have an adverse effect on the value of our securities.

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We may not be able to pay distributions to our stockholders, our distributions may not grow over time, a portion of distributions paid to our stockholders may be a return of capital and investors in any debt securities we may issue may not receive all of the interest income to which they are entitled.

We intend to pay distributions to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be harmed by, among other things, the risk factors described in this Annual Report on Form 10-K. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC could, in the future, limit our ability to pay distributions. All distributions will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our RIC tax treatment, compliance with applicable BDC regulations, compliance with the covenants under our financing agreements and any debt securities we may issue and such other factors as the Board may deem relevant from time to time. We cannot assure you that we will pay distributions to our stockholders in the future.

Some of the above-described risks may also inhibit our ability to make required interest payments to holders of any debt securities we may issue, which may cause a default under the terms of our debt agreements. Such a default could materially increase our cost of raising capital, as well as cause us to incur penalties or trigger cross-default provisions under the terms of our debt agreements.

When we make distributions, we will be required to determine the extent to which such distributions are paid out of current or accumulated earnings and profits, recognized capital gain or capital. To the extent there is a return of capital, investors will be required to reduce their basis in our stock for U.S. federal income tax purposes, which may result in a higher tax liability when the shares are sold, even if they have not increased in value or have lost value.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For U.S. federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with contractual PIK interest or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. Investments structured with these features may represent a higher level of credit risk compared to investments generating income which must be paid in cash on a current basis. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as PIK interest. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discounts and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for U.S. federal income tax purposes.

Because any original issue discount or other amounts accrued will be included in our ICTI for the year of the accrual, we may be required to make a distribution to our stockholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise debt or additional equity capital or forego new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify for RIC tax treatment and thus become subject to corporate-level U.S. federal income tax.

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Because we intend to distribute substantially all of our income to our stockholders to maintain our tax treatment as a RIC, we will continue to need additional capital to finance our growth, and regulations governing our operation as a BDC will affect our ability to, and the way in which we, raise additional capital and make distributions.

In order to satisfy the requirements applicable to a RIC, and to avoid payment of U.S. federal excise tax, we intend to distribute to our stockholders substantially all of our net ordinary income and net capital gain income except for certain net long-term capital gains recognized after we became a RIC, some or all of which we may retain, pay applicable U.S. federal income taxes with respect thereto and elect to treat as deemed distributions to our stockholders. As a BDC, we generally are required to meet a coverage ratio of total assets to total senior securities, which includes all of our borrowings and any preferred stock we may issue, of at least 150%. This requirement limits the amount that we may borrow and may prohibit us from making distributions. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments or sell additional securities and, depending on the nature of our leverage, to repay a portion of our indebtedness at a time when such sales may be disadvantageous. In addition, issuance of additional securities could dilute the percentage ownership of our current stockholders in us.

While we expect to be able to borrow and to issue debt and additional equity securities, we cannot assure you that debt and equity financing will be available to us on favorable terms, or at all. If additional funds are not available to us, we could be forced to curtail or cease new investment activities, and our NAV could decline. In addition, as a BDC, we generally are not permitted to issue equity securities priced below our then-current NAV per share without stockholder approval.

There may be potential adverse tax consequences as a result of not being treated as a “publicly offered regulated investment company.”

Until and unless we are treated as a “publicly offered regulated investment company” (within the meaning of Section 67 of the Code) as a result of either (i) shares of our common stock and our preferred stock (if any) collectively are held by at least 500 persons at all times during a taxable year, (ii) shares of our common stock are treated as regularly traded on an established securities market or (iii) shares of our common stock are continuously offered pursuant to a public offering (within the meaning of Section 4 of the Securities Act), each U.S. stockholder that is an individual, trust or estate will be treated as having received a dividend from us in the amount of such U.S. stockholder’s allocable share of the management and incentive fees paid to our Adviser and certain of our other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized deductions of such U.S. stockholder. For taxable years beginning before 2026, miscellaneous itemized deductions generally are not deductible by a U.S. stockholder that is an individual, trust or estate. For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. stockholder that is an individual, trust or estate only to the extent that the aggregate of such U.S. stockholder’s miscellaneous itemized deductions exceeds 2% of such U.S. stockholder’s adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall limitation on itemized deductions under Section 68 of the Code.

There may be withholding of U.S. federal income tax on dividends for non-U.S. stockholders.

Distributions by a BDC generally are treated as dividends for U.S. tax purposes, and will be subject to U.S. income or withholding tax unless the stockholder receiving the dividend qualifies for an exemption from U.S. tax, or the distribution is subject to one of the special look-through rules described below. Distributions paid out of net capital gains can qualify for a reduced rate of taxation in the hands of an individual U.S. stockholder, and an exemption from U.S. tax in the hands of a non-U.S. stockholder.

However, if reported by a RIC, dividend distributions by the RIC derived from certain interest income (such distributions, “interest-related dividends”) and certain net short-term capital gains (such distributions, “short-term capital gain dividends”) generally are exempt from U.S. withholding tax otherwise imposed on non-U.S. stockholders. Interest-related dividends are dividends that are attributable to “qualified net interest income” (i.e., “qualified interest income,” which generally consists of certain interest and original issue discount on obligations “in

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registered form” as well as interest on bank deposits earned by a RIC, less allocable deductions) from sources within the United States. Short-term capital gain dividends are dividends that are attributable to net short-term capital gains, other than short-term capital gains recognized on the disposition of U.S. real property interests, earned by a RIC. However, no assurance can be given as to whether any of our distributions will be eligible for this exemption from U.S. withholding tax or, if eligible, will be reported as such by us. Furthermore, in the case of shares of our stock held through an intermediary, the intermediary may have withheld U.S. federal income tax even if we reported the payment as an interest-related dividend or short-term capital gain dividend. Since shares of our common stock are subject to significant transfer restrictions, and an investment in our common stock will generally be illiquid, non-U.S. stockholders whose distributions on our common stock are subject to U.S. withholding tax may not be able to transfer their shares of our common stock easily or quickly or at all.

A failure of any portion of our distributions to qualify for the exemption for interest-related dividends or short-term capital gain dividends would not affect the treatment of non-U.S. stockholders that qualify for an exemption from U.S. withholding tax on dividends by reason of their special status (for example, foreign government-related entities and certain pension funds resident in favorable treaty jurisdictions).

We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect our liquidity, financial condition, and results of operations.

Our business depends on the communications and information systems of Barings, its affiliates and our or Barings’ third-party service providers. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in our or Barings’ business activities. Our or Barings’ financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. Among other things, there could be sudden electrical or telecommunications outages, natural disasters, disease pandemics, events arising from local or larger scale political or social matters and/or cyber-attacks, any one or more of which could have a material adverse effect on our business, financial condition and operating results and negatively affect the value of our common stock.

Cybersecurity risks and cyber incidents may adversely affect our business or the business of our portfolio companies by causing a disruption to our operations or the operations of our portfolio companies, a compromise or corruption of our confidential information or the confidential information of our portfolio companies and/or damage to our business relationships or the business relationships of our portfolio companies, all of which could negatively impact the business, financial condition and operating results of us or our portfolio companies.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of the information resources of us, Barings or our portfolio companies. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our or Barings’ information systems or those of our portfolio companies for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. Barings’ employees may be the target of fraudulent calls, emails and other forms of activities. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to business relationships. Our business operations rely upon secure information technology systems for data processing, storage and reporting. We depend on the effectiveness of the information and cybersecurity policies, procedures and capabilities maintained by our affiliates and our and their respective third-party service providers to protect their computer and telecommunications systems and the data that reside on or are transmitted through them.

Substantial costs may be incurred in order to prevent any cyber incidents in the future. The costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means. As our and our portfolio companies’ reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by Barings and third-party service providers, and the information systems of our portfolio companies. Barings has implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and

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extent of a risk of a cyber incident, do not guarantee that a cyber incident will not occur and/or that our financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, cybersecurity continues to be a key priority for regulators around the world, and some jurisdictions have enacted laws requiring companies to notify individuals or the general investing public of data security breaches involving certain types of personal data, including the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our business, liability to investors, regulatory intervention or reputational damage.

We are currently operating in a period of capital markets disruption and economic uncertainty.

The success of our activities is affected by general economic and market conditions, including, among others, interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and trade barriers. These factors could affect the level and volatility of securities prices and the liquidity of our investments. Volatility or illiquidity could impair our profitability or result in losses. These factors also could adversely affect the availability or cost of our leverage, which would result in lower returns. In addition, the U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19 and its variants. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. A resurgence of the virus globally could lead to a prolonged period of world-wide economic downturn.

These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our operating results and the fair values of our debt and equity investments.

Risks Relating to Our Investments

Inflation could adversely affect the business, results of operations, and financial condition of our portfolio companies.

Certain of the Company’s portfolio companies are in industries that could be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on the Company’s loans, particularly if interest rates rise in response to inflation. In addition, any projected future decreases in the Company’s portfolio companies’ operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of the Company’s investments could result in future realized or unrealized losses and therefore reduce the Company’s net assets resulting from operations.

Our investments in portfolio companies may be risky, and we could lose all or part of our investment.

Our portfolio consists primarily of senior secured private middle-market debt investments. Investing in private and middle-market companies involves a number of significant risks. Among other things, these companies:

•may have limited financial resources to meet future capital needs and thus may be unable to grow or meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of the equity components of our investments;

•may have shorter operating histories, narrower product lines, smaller market shares and/or more significant customer concentration than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

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•are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

•generally have less predictable operating results, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and

•generally have less publicly available information about their businesses, operations and financial condition. We rely on the ability of Barings’ investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies. If Barings is unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose all or part of our investment.

In addition, in the course of providing significant managerial assistance to certain of our portfolio companies, certain of our officers and directors or certain of Barings’ investment professionals may serve as directors on the boards of such companies. We or Barings may in the future be subject to litigation that arises out of our investments in these companies, and our officers and directors or Barings and/or its investment professionals may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of our officers’, directors’ and Barings’ time and resources.

The lack of liquidity in our investments may adversely affect our business.

We generally invest in companies whose securities are not publicly traded, and whose securities may be subject to legal and other restrictions on resale, or are otherwise less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments.

Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our NAV through increased net unrealized depreciation.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by the Board, which has designated Barings as valuation designee to perform our fair value determinations relating to the value of our assets for which market quotations are not readily available.

The Adviser conducts the valuation of such investments, upon which our NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and ASC Topic 820. Our current valuation policy and processes were established by the Adviser and have been approved by the Board. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser's pricing committee. As part of the valuation process, Barings may take into account the following types of factors, if relevant, in determining the fair value of our investments:

•a comparison of the portfolio company’s securities to publicly traded securities;

•the enterprise value of the portfolio company;

•the nature and realizable value of any collateral;

•the portfolio company’s ability to make payments and its earnings and discounted cash flow;

•the markets in which the portfolio company does business; and

•changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

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When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, we use the pricing indicated by the external event to corroborate a valuation. We record decreases in the market values or fair values of our investments as unrealized depreciation. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized depreciation in our portfolio. The effect of all of these factors on our portfolio may reduce our NAV by increasing net unrealized depreciation in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in seeking to:

•increase or maintain in whole or in part our position as a creditor or equity ownership percentage in a portfolio company;

•exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

•preserve or enhance the value of our investment.

We have discretion to make follow-on investments, subject to the availability of capital resources. Failure on our part to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful portfolio company. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our level of risk, because we prefer other opportunities or because of regulatory or other considerations.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies may not generate sufficient cash flow to service their debt obligations to us.

We typically invest in senior debt and first lien notes, however, we have invested, and may invest in the future, a portion of our capital in second lien and subordinated loans issued by our portfolio companies. Our portfolio companies may have, or be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. Such subordinated investments are subject to greater risk of default than senior obligations as a result of adverse changes in the financial condition of the obligor or in general economic conditions. If we make a subordinated investment in a portfolio company, the portfolio company may be highly leveraged, and its relatively high debt-to-equity ratio may create increased risks that its operations might not generate sufficient cash flow to service all of its debt obligations. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the securities in which we invest. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event of and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us where we are junior creditor. In the case of debt ranking equally with debt securities in which we invest, we would have to share any distributions on an equal and ratable basis with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

Additionally, certain loans that we make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be

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entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

We may in the future make unsecured loans to portfolio companies, meaning that such loans will not benefit from any interest in collateral of such companies. Liens on a portfolio company’s collateral, if any, will secure the portfolio company’s obligations under its outstanding secured debt and may secure certain future debt that is permitted to be incurred by the portfolio company under its secured loan agreements. The holders of obligations secured by such liens will generally control the liquidation of, and be entitled to receive proceeds from, any realization of such collateral to repay their obligations in full before us. In addition, the value of such collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of such collateral would be sufficient to satisfy our unsecured loan obligations after payment in full of all loans secured by collateral. If such proceeds were not sufficient to repay the outstanding secured loan obligations, then our unsecured claims would rank equally with the unpaid portion of such secured creditors’ claims against the portfolio company’s remaining assets, if any.

The rights we may have with respect to the collateral securing any junior priority loans we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements that we enter into with the holders of senior debt. Under a typical intercreditor agreement, at any time that obligations that have the benefit of the first priority liens are outstanding, any of the following actions that may be taken in respect of the collateral will be at the direction of the holders of the obligations secured by the first priority liens:

•the ability to cause the commencement of enforcement proceedings against the collateral;

•the ability to control the conduct of such proceedings;

•the approval of amendments to collateral documents;

•releases of liens on the collateral; and

•waivers of past defaults under collateral documents.

We may not have the ability to control or direct such actions, even if our rights as junior lenders are adversely affected.

There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.

Even if we structure an investment as a senior loan, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances and based upon principles of equitable subordination as defined by existing case law, a bankruptcy court could subordinate all or a portion of our claim to that of other creditors and transfer any lien securing such subordinated claim to the bankruptcy estate. The principles of equitable subordination defined by case law have generally indicated that a claim may be subordinated only if its holder is guilty of misconduct or where the senior loan is re-characterized as an equity investment and the senior lender has actually provided significant managerial assistance to the bankrupt debtor. We may also be subject to lender liability claims for actions taken by us with respect to a borrower’s business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender’s liability claim, including as a result of actions taken in rendering managerial assistance or actions to compel and collect payments from the borrower outside the ordinary course of business.

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Second priority liens on collateral securing loans that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us.

Certain loans that we make are secured by a second priority security interest in the same collateral pledged by a portfolio company to secure senior debt owed by the portfolio company to commercial banks or other traditional lenders. Often the senior lender has procured covenants from the portfolio company prohibiting the incurrence of additional secured debt without the senior lender’s consent. Prior to and as a condition of permitting the portfolio company to borrow money from us secured by the same collateral pledged to the senior lender, the senior lender will require assurances that it will control the disposition of any collateral in the event of bankruptcy or other default. In many such cases, the senior lender will require us to enter into an “intercreditor agreement” prior to permitting the portfolio company to borrow from us. Typically the intercreditor agreements we are requested to execute expressly subordinate our debt instruments to those held by the senior lender and further provide that the senior lender shall control: (i) the commencement of foreclosure or other proceedings to liquidate and collect on the collateral; (ii) the nature, timing and conduct of foreclosure or other collection proceedings; (iii) the amendment of any collateral document; (iv) the release of the security interests in respect of any collateral and (v) the waiver of defaults under any security agreement. Because of the control we may cede to senior lenders under intercreditor agreements we may enter, we may be unable to realize the proceeds of any collateral securing some of our loans.

Finally, the value of the collateral securing our debt investment will ultimately depend on market and economic conditions, the availability of buyers and other factors. Therefore, there can be no assurance that the proceeds, if any, from the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by our second priority liens after payment in full of all obligations secured by the senior lender’s first priority liens on the collateral. There is also a risk that such collateral securing our investments may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the portfolio company and market conditions. If such proceeds are not sufficient to repay amounts outstanding under the loan obligations secured by our second priority liens, then we, to the extent not repaid from the proceeds from the sale of the collateral, will only have an unsecured claim against the company’s remaining assets, if any.

Covenant-Lite Loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

A significant number of high yield loans in the market, in particular the broadly syndicated loan market, may consist of covenant-lite loans, or “Covenant-Lite Loans.” A significant portion of the loans in which we may invest or get exposure to through our investments may be deemed to be Covenant-Lite Loans and it is possible that such loans may comprise a majority of our portfolio. Such loans do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. Ownership of Covenant-Lite Loans may expose us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants.

Our investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy includes investments in foreign companies. Investing in foreign companies may expose us to additional risk not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility.

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Although the majority of our investments are currently and are expected to be U.S.-dollar denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us.

We may expose ourselves to risks if we engage in hedging transactions.

We have and may in the future enter into hedging transactions, which may expose us to risks associated with such transactions. We have and may continue to utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Use of these hedging instruments may include counter-party credit risk. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. The success of our hedging transactions will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations.

If we do not invest a sufficient portion of our assets in qualifying assets, we could fail to qualify as a BDC or be precluded from investing according to our current business strategy.

As a BDC, we may not acquire any assets other than “qualifying assets” unless, at the time of and after giving effect to such acquisition, at least 70.0% of our total assets are qualifying assets. For further detail, see “Item 1. Business — Regulation of Business Development Companies” included in this Annual Report on Form 10-K.

We may be precluded from investing in what we believe are attractive investments if such investments are not qualifying assets for purposes of the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we could lose our status as a BDC. If we fail to maintain our status as a BDC, we might be regulated as a closed-end investment company that is required to register under the 1940 Act, which would subject us to additional regulatory restrictions and significantly decrease our operating flexibility. In addition, any such failure could cause an event of default under our outstanding indebtedness. For these reasons, loss of BDC status likely would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position).

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. To the extent that we assume large positions in the securities of a small number of issuers, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the

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financial condition or the market’s assessment of the issuer or the industry in which it operates. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company. Beyond our RIC asset diversification requirements under the Code and certain investment diversification requirements under our financing agreements, we do not have fixed guidelines for diversification, and our investments could be concentrated in relatively few portfolio companies.

We generally do not control our portfolio companies.

We generally do not expect to control most of our portfolio companies, even though we or Barings may have board representation or board observation rights, and our debt agreements with such portfolio companies may contain certain restrictive covenants. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree, and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity for our investments in non-traded companies, we may not be able to dispose of our interests in our portfolio companies as readily as we would like or at an appropriate valuation. As a result, a portfolio company may make decisions that could decrease the value of our portfolio holdings.

Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity.

We are subject to the risk that the investments we make in our portfolio companies may be repaid prior to maturity. When this occurs, we will generally reinvest these proceeds in temporary investments, pending their future investment in new portfolio companies. These temporary investments will typically have substantially lower yields than the debt being prepaid and we could experience significant delays in reinvesting these amounts. Any future investment in a new portfolio company may also be at lower yields than the debt that was repaid. As a result, our results of operations could be materially adversely affected if one or more of our portfolio companies elect to prepay amounts owed to us. Additionally, prepayments could negatively impact our return on equity, which could result in a decline in the value of our securities.

Any unrealized losses we experience on our loan portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith by the Board (or its valuation designee pursuant to Rule 2a-5 under the 1940 Act). Decreases in the market values or fair values of our investments will be recorded as unrealized depreciation. Any unrealized losses in our loan portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods.

Defaults by our portfolio companies may harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.

Changes in interest rates may affect our cost of capital, the value of our investments and results of operations.

An increase in interest rates would make it more expensive to use debt to finance our investments. As a result, a significant increase in market interest rates could both reduce the value of our portfolio investments and increase our cost of capital, which would reduce our net investment income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, a situation which could reduce the value of our common stock. Conversely, a decrease in interest rates may have an adverse impact on our returns by requiring us to seek lower yields on our debt investments and by

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increasing the risk that our portfolio companies will prepay our debt investments, resulting in the need to redeploy capital at potentially lower rates.

We may not realize gains from our equity investments.

Certain investments that we have made in the past and may make in the future include equity securities. Investments in equity securities involve a number of significant risks, including the risk of further dilution as a result of additional issuances, inability to access additional capital and failure to pay current distributions. Investments in preferred securities involve special risks, such as the risk of deferred distributions, credit risk, illiquidity and limited voting rights. In addition, we may from time to time make non-control, equity co-investments in companies in conjunction with private equity sponsors. Our goal is ultimately to realize gains upon our disposition of such equity interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience. We also may be unable to realize any value if a portfolio company does not have a liquidity event, such as a sale of the business, recapitalization or public offering, which would allow us to sell the underlying equity interests.

Our investments in asset-backed securities are subject to additional risks.

Asset-backed securities often involve risks that are different from or more acute than risks associated with other types of debt instruments. For instance, asset-backed securities may be particularly sensitive to changes in prevailing interest rates. In addition, the underlying assets may be subject to prepayments that shorten the securities’ weighted average maturity and may lower their return. Asset-backed securities are also subject to risks associated with their structure and the nature of the assets underlying the security and the servicing of those assets. Payment of interest and repayment of principal on asset-backed securities is largely dependent upon the cash flows generated by the assets backing the securities. Certain asset-backed securities are supported by letters of credit, surety bonds or other credit enhancements. However, if many borrowers on the underlying assets default, losses could exceed the credit enhancement level and result in losses to investors, such as the Company. The values of asset-backed securities may be substantially dependent on the servicing of the underlying asset pools, and are therefore subject to risks associated with the negligence by, or defalcation of, their servicers. Furthermore, debtors may be entitled to the protection of a number of state and federal consumer credit laws with respect to the assets underlying these securities, which may give the debtor the right to avoid or reduce payment.

Our investments in collateralized loan obligation vehicles are subject to additional risks.

We may invest in debt and equity interests of collateralized loan obligation (‘‘CLO’’) vehicles. Generally, there may be less information available to us regarding the underlying debt investments held by such CLOs than if we had invested directly in the debt of the underlying companies. As a result, we and our stockholders may not know the details of the underlying holdings of the CLO vehicles in which we may invest.

As a BDC, we may not acquire equity and junior debt investments in CLO vehicles unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are ‘‘qualifying assets.’’ CLO vehicles that we expect to invest in are typically very highly leveraged, and therefore, the junior debt and equity tranches that we expect to invest in are subject to a higher degree of risk of total loss. In particular, investors in CLO vehicles indirectly bear risks of the underlying debt investments held by such CLO vehicles. We will generally have the right to receive payments only from the CLO vehicles, and will generally not have direct rights against the underlying borrowers or the entity that sponsored the CLO vehicle. While the CLO vehicles we intend to target generally enable the investor to acquire interests in a pool of leveraged corporate loans without the expenses associated with directly holding the same investments, we will generally pay a proportionate share of the CLO vehicles’ administrative and other expenses. Although it is difficult to predict whether the prices of indices and securities underlying CLO vehicles will rise or fall, these prices (and, therefore, the prices of the CLO vehicles) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. The failure by a CLO vehicle in which we invest to satisfy certain financial covenants, specifically those with respect to adequate collateralization and/or interest coverage tests, could lead to a reduction in its payments to us. In the event that a CLO vehicle failed those tests, holders of debt senior to us may be entitled to additional payments that would, in

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turn, reduce the payments we would otherwise be entitled to receive. If any of these occur, it could materially and adversely affect our operating results and cash flows.

In addition to the general risks associated with investing in debt securities, CLO vehicles carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the fact that our investments in CLO tranches will likely be subordinate to other senior classes of note tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the CLO vehicle or unexpected investment results. Our NAV may also decline over time if our principal recovery with respect to CLO equity investments is less than the price we paid for those investments.

Investments in structured vehicles, including equity and junior debt instruments issued by CLO vehicles, involve risks, including credit risk and market risk. Changes in interest rates and credit quality may cause significant price fluctuations. Additionally, changes in the underlying leveraged corporate loans held by a CLO vehicle may cause payments on the instruments we hold to be reduced, either temporarily or permanently. Structured investments, particularly the subordinated interests in which we intend to invest, may be less liquid than many other types of securities and may be more volatile than the leveraged corporate loans underlying the CLO vehicles we intend to target. Fluctuations in interest rates may also cause payments on the tranches of CLO vehicles that we hold to be reduced, either temporarily or permanently.

Any interests we acquire in CLO vehicles will likely be thinly traded or have only a limited trading market and may be subject to restrictions on resale. Securities issued by CLO vehicles are generally not listed on any U.S. national securities exchange and no active trading market may exist for the securities of CLO vehicles in which we may invest. Although a secondary market may exist for our investments in CLO vehicles, the market for our investments in CLO vehicles may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. As a result, these types of investments may be more difficult to value. In addition, our investments in CLO warehouse facilities are short term investments and therefore may be subject to a greater risk relating to market conditions and economic recession or downturns.

We may be subject to risks associated with syndicated loans.

From time to time, we may acquire interests in syndicated loans. Under the documentation for syndicated loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. In most cases, we do not expect to hold a sufficient amount of the indebtedness to be able to compel any actions by the agent. Consequently, we would only be able to direct such actions if instructions from us were made in conjunction with other holders of associated indebtedness that together with us compose the requisite percentage of the related indebtedness then entitled to take action. Conversely, if holders of the required amount of the associated indebtedness other than us desire to take certain actions, such actions may be taken even if we did not support such actions. Furthermore, if an investment is subordinated to one or more senior loans made to the applicable obligor, our ability to exercise such rights may be subordinated to the exercise of such rights by the senior lenders. Accordingly, we may be precluded from directing such actions unless we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.

If an investment is a syndicated revolving loan or delayed drawdown loan, other lenders may fail to satisfy their full contractual funding commitments for such loan, which could create a breach of contract, result in a lawsuit by the obligor against the lenders and adversely affect the fair market value of our investment.

There is a risk that a loan agent in respect of one of our loans may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to

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realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.

Our special situations investments involve a high degree of credit and market risk.

Our special situations investments, which consist of investments in the securities and debt of financially troubled issuers or borrowers and operationally troubled issuers or borrowers, involve a high degree of credit and market risk. Although the Company may invest in select companies that, in the view of the Adviser, have the potential over the long-term for capital growth, there can be no assurance that such financially troubled issuers or operationally troubled issuers can be successfully transformed into profitable operating companies. There is a possibility that the Company may incur substantial or total losses on investments or that such investments may not show any return for a considerable period of time. Under such circumstances, the returns generated from the investments may not compensate investors adequately for the risks assumed.

The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There can be no assurance that the Adviser will correctly evaluate the value of a company’s assets or the prospects for a successful reorganization or similar action. During an economic downturn or recession, securities of financially troubled or operationally troubled issuers and borrowers are more likely to go into default than securities of other issuers. In addition, it may be difficult to obtain information about such issuers and borrowers.

Securities and debt of financially troubled issuers or borrowers and operationally troubled issuers or borrowers are less liquid and more volatile than securities of companies not experiencing financial or operational difficulties. The market prices of such securities are subject to erratic and abrupt market movements, and the spread between bid and asked prices may be greater than normally expected. In addition, it is anticipated that many investments may not be widely traded and that the Company’s investment in such securities may be substantial relative to the market for such securities. As a result, the Company may experience delays and incur losses and other costs in connection with the sale of investments.

Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Adviser. To the extent that the Adviser becomes involved in such proceedings, the Company may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by the Adviser in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting the Company’s ability to liquidate its position in the issuer or increase the likelihood of the Company being involved in litigation.

Risks Relating to an Investment in Our Common Stock

Investing in our securities may involve an above average degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and a higher risk of volatility or loss of principal. Our investments in portfolio companies may be highly speculative, and therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.

An investment in our shares will have limited liquidity.

Our shares constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time. Investing in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company. Stockholders must be prepared to bear the economic risk of an investment in our shares for an extended period of time. The shares of our common stock have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

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There are restrictions on the ability of holders of our common stock to transfer shares in excess of the restrictions typically associated with a private placement of securities under Regulation D, Regulation S and other exemptions from registration under the Securities Act, including restrictions to prevent all or any portions of our assets to constitute “plan assets” under ERISA or Section 4975 of the Code.

We are relying on an exemption from registration under the Securities Act and state securities laws in offering shares of our common stock pursuant to the Subscription Agreements. As such, absent an effective registration statement covering our common stock, such shares may be resold only in transactions that are exempt from the registration requirements of the Securities Act and under any other applicable securities laws and in accordance with the terms of the relevant Subscription Agreement. Our common stock will have limited transferability which could delay, defer or prevent a transaction or a change of control of the company that might involve a premium price for our securities or otherwise be in the best interest of our stockholders. In addition, under the Subscription Agreement, no shares may be sold or transferred in the event that such transfer would, among other things, (i) constitute a non-exempt “prohibited transaction” under Section 406 of ERISA, or Section 4975 of the Code, or (ii) cause all or any portion of the assets of the Company to constitute “plan assets” under ERISA or Section 4975 of the Code.

General Risk Factors

Global capital markets could enter a period of severe disruption and instability or an economic recession. These conditions have historically affected and could again materially and adversely affect debt and equity capital markets in the United States and around the world and could impair our portfolio companies and harm our operating results.

The U.S. and global capital markets have from time to time experienced periods of disruption characterized by the freezing of available credit, a lack of liquidity in the debt capital markets, significant losses in the principal value of investments, the re-pricing of credit risk in the broadly syndicated credit market, the failure of major financial institutions and general volatility in the financial markets. During these periods of disruption, general economic conditions deteriorated with material and adverse consequences for the broader financial and credit markets, and the availability of debt and equity capital for the market as a whole, and financial services firms in particular, was reduced significantly. These conditions may reoccur for a prolonged period of time or materially worsen in the future.

Market conditions may in the future make it difficult to extend the maturity of or refinance our existing indebtedness and any failure to do so could have a material adverse effect on our business. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.

Given the volatility and dislocation that the capital markets have historically experienced, many BDCs have faced, and may in the future face, a challenging environment in which to raise capital. We may in the future have difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption or instability in the global financial markets or deteriorations in credit and financing conditions may cause us to reduce the volume of the loans we originate and/or fund, which may adversely affect the value of our portfolio investments or otherwise have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, significant changes in the capital markets, including instances of extreme volatility and disruption, have had, and may in the future have, a negative effect on the valuations of our investments and on the potential for liquidity events involving our investments. We monitor developments and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so, and we may not timely anticipate or manage existing, new or additional risks, contingencies or developments, including regulatory developments in the current or future market environment.

An inability to raise capital, and any required sale of our investments for liquidity purposes, could have a material adverse impact on our business, financial condition or results of operations. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost in rising rate environments. If we are unable to raise or

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refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. In addition, equity capital may be difficult to raise during periods of adverse or volatile market conditions because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than NAV without first obtaining approval for such issuance from our stockholders and our independent directors.

Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and may be unable to repay the loans we made to them during these periods. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors.

Terrorist attacks, acts of war, national disasters, outbreaks or pandemics may affect any market for our securities, impact the businesses in which we invest and harm our business, operating results and financial condition.

Terrorist acts, acts of war, national disasters, outbreaks or pandemics may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. For example, many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and COVID-19.

The Israel-Hamas war and the conflict between Russia and Ukraine, and resulting market volatility, could also adversely affect the Company’s business, operating results, and financial condition. The extent and duration or escalation of such conflicts, resulting sanctions and resulting future market disruptions are impossible to predict, but could be significant. Any disruptions resulting from such conflicts and any future conflict (including cyberattacks, espionage or the use or threatened use of nuclear weapons) or resulting from actual or threatened responses to such actions could cause disruptions to any of our portfolio companies located in Europe or the Middle East or that have substantial business relationships with companies in affected regions. It is not possible to predict the duration or extent of longer-term consequences of these conflicts, which could include further sanctions, retaliatory and escalating measures, embargoes, regional instability, geopolitical shifts and adverse effects on or involving macroeconomic conditions, the energy sector, supply chains, inflation, security conditions, currency exchange rates and financial markets around the globe. Any such market disruptions could affect our portfolio companies’ operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations.

The extent to which COVID-19 and/or other disease outbreaks or health pandemics may negatively affect our and our portfolio companies’ operating results, or the duration of any potential business or supply chain disruption, is uncertain. These potential impacts, while uncertain, could adversely affect our operating results and the operating results of the portfolio companies in which we invest. There is a risk that any future disease outbreaks or health pandemics (including a recurrence of COVID-19) would impact our ability to achieve our investment objectives.

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Further, if a future pandemic occurs during a period when our investments are maturing, we may not be able to realize our investments within the Company’s term, or at all. In addition, future terrorist activities, military or security operations, natural disasters, disease outbreaks, pandemics or other similar events could weaken the domestic/global economies and create additional uncertainties, which may negatively impact our portfolio companies and, in turn, could have a material adverse impact on our business, operating results and financial condition.

We are subject to risks related to corporate social responsibility.

Our business faces increasing public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our brand and reputation if we fail to act responsibly in a number of areas, such as environmental stewardship, corporate governance and transparency and the consideration of ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the value of our brand, the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the debt securities we acquire, the level of our expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any period should not be relied upon as being indicative of performance in future periods.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies may be susceptible to economic downturns or recessions and may be unable to repay our loans or meet other obligations during these periods. Therefore, during these periods our non-performing assets may increase and the value of these assets may decrease. Adverse economic conditions may also decrease the value of collateral securing some of our loans and the value of our debt and equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its assets, which could trigger cross-defaults under other agreements and jeopardize our portfolio company’s ability to meet its obligations under the debt securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, even though we may have structured our interest as senior debt or preferred equity, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might recharacterize our debt or equity holding and subordinate all or a portion of our claim to those of other creditors.

Changes to U.S. tariff and import/export regulations may have a negative effect on our portfolio companies and, in turn, harm us.

There have been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs, creating significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, treaties and tariffs. These developments, or the perception that more of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our portfolio

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companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.

We, our subsidiaries and our portfolio companies are subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. Additionally, new regulatory initiatives related to ESG could adversely affect our business.

Additionally, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to avail ourselves of new or different opportunities. Such changes could result in material differences to the strategies and plans set forth in this Annual Report on Form 10-K and may result in our investment focus shifting from the areas of expertise of our management team to other types of investments in which our management team may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our results of operations and the value of your investment.

We, the Adviser, and our portfolio companies may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.

Our cash and our Adviser’s cash is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our Adviser and by our portfolio companies in non-interest-bearing and interest-bearing operating accounts may exceed the FDIC insurance limits. If such banking institutions were to fail, we, our Investment Adviser, or our portfolio companies could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our Adviser’s and our portfolio companies’ business, financial condition, results of operations, or prospects.

Although we and our Adviser assess our and our portfolio companies’ banking relationships as we believe necessary or appropriate, our and our portfolio companies’ access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our Adviser or our portfolio companies, the financial institutions with which we, our Investment Adviser or our portfolio companies have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our Investment Adviser or our portfolio companies have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our Investment Adviser, or our portfolio companies to acquire financing on acceptable terms or at all.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

The Company has processes in place to assess, identify, and manage material risks from cybersecurity threats. The Company’s business is dependent on the communications and information systems of the Adviser and other third-party service providers. The Adviser manages the Company’s day-to-day operations and has implemented a cybersecurity program that applies to the Company and its operations.

Cybersecurity Program Overview

The Adviser has instituted a cybersecurity program designed to identify, assess, and manage cyber risks applicable to the Company and assists as necessary with the oversight of other third party service providers and their cybersecurity programs as discussed further below. The Adviser’s cyber risk management program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and networks, including networks on which the Company relies. The Adviser actively monitors the current threat landscape in an effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company.

The Company relies on the Adviser to engage external experts, including cybersecurity assessors, consultants, and auditors to evaluate cybersecurity measures and risk management processes, including those applicable to the Company.

The Company relies on the Adviser’s risk management program and processes, which include cyber risk assessments.

The Company depends on and engages various third parties, including suppliers, vendors, and service providers, to operate its business. The Company relies on its Chief Compliance Officer (“CCO”) and the expertise of risk management, legal, information technology, and compliance personnel of the Adviser when identifying and overseeing risks from cybersecurity threats associated with its use of such entities.

Board Oversight of Security Risks

The Board provides strategic oversight on cybersecurity matters, including risks associated with cybersecurity threats. The Board receives periodic updates from the CCO and the Chief Information Security Officer of the Adviser (“CISO”) regarding the overall state of the Adviser’s cybersecurity program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Company.

Management’s Role in Cybersecurity Risk Management

The Company’s management, including the Company’s CCO, and the CISO of the Adviser, manage the Company’s cybersecurity program. The CCO of the Company oversees the Company’s compliance program and relies on the Adviser’s CISO and the Adviser’s CCO to assist with assessing and managing material risks from cybersecurity threats. The Adviser’s CISO has 10 years of experience in actively managing cybersecurity and information security programs for financial services companies with complex information systems. The Company’s CCO has been responsible for this oversight function as CCO to the Company for 1 year and has worked in the regulatory and financial services industry for over 30 years, during which the CCO has gained expertise in assessing and managing risk applicable to the Company.

Management of the Company is informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting the Company, including through the receipt of notifications from

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service providers and reliance on communications with risk management, legal, information technology, and/or compliance personnel of the Adviser.

Assessment of Cybersecurity Risk

The potential impact of risks from cybersecurity threats on the Company are assessed on an ongoing basis, and how such risks could materially affect the Company’s business strategy, operational results, and financial condition are regularly evaluated. During the reporting period, the Company has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.

Item 2. Properties.

We do not own any real estate or other physical properties materially important to our operation or any of our subsidiaries. Our headquarters are currently located at 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202, where we occupy office space pursuant to the Administration Agreement with Barings. We believe that our current office facilities are adequate to meet our needs.

Item 3. Legal Proceedings.

Neither we, the Adviser, nor our subsidiaries are currently subject to any material pending legal proceedings, other than ordinary routine litigation incidental to our respective businesses. We, the Adviser, and our subsidiaries may from time to time, however, be involved in litigation arising out of our operations in the normal course of business or otherwise, including in connection with strategic transactions. Furthermore, third parties may seek to impose liability on us in connection with the activities of our portfolio companies. While the outcome of any current legal proceedings cannot at this time be predicted with certainty, we do not expect any current matters will materially affect our financial condition or results of operations; however, there can be no assurance whether any pending legal proceedings will have a material adverse effect on our financial condition or results of operations in any future reporting period.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

There is no established public trading market for our common stock currently, nor can we give any assurance that one will develop. We do not intend to list our shares on a national securities exchange, and the Board does not expect to complete a liquidity event within any specific time period, if at all. A liquidity event could include a merger or another transaction approved by the Board in which stockholders will receive cash or shares of a publicly traded company, or a sale of all or substantially all of its assets either on a complete portfolio basis or individually followed by a liquidation and distribution of cash to our stockholders. A liquidity event also may include a sale, merger or other transaction with one or more affiliated investment companies managed by Barings. A liquidity event involving a merger or sale of all or substantially all of our assets would require the approval of our stockholders in accordance with our Articles of Incorporation.

Prior to any liquidity event, and subject to market conditions and the discretion of the Board, we expect to continue to offer our share repurchase program, which is expected to provide a limited opportunity for our stockholders to have their shares of common stock repurchased, subject to certain restrictions and limitations, at a price which may reflect a discount from the purchase price paid for the shares being repurchased. See “Discretionary Share Repurchase Program” in Item 1 of Part I of this Annual Report on Form 10-K.

Holders

As of February 22, 2024, there were 355 holders of record of our common stock.

Distributions Declared

The table below shows the detail of our distributions for the years ended December 31, 2023 and 2022:

	Year Ended December 31,
	2023				2022
	Amount		% of Total		Amount		% of Total
Ordinary Income	$	2.26	98	%	$	1.74	100	%
Distributions of long-term capital gains	$	0.05	2	%	$	—	—	%
Total reported on IRS Form 1099-DIV	$	2.31	100	%	$	1.74	100	%

Each year, a statement on IRS Form 1099-DIV identifying the source(s) of the distribution (i.e., paid from ordinary income, paid from net capital gains on the sale of securities, and/or a return of paid in capital surplus which is a nontaxable distribution) is mailed to our stockholders. To the extent that our distributions for a fiscal year exceed current and accumulated earnings and profits, a portion of those distributions may be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our taxable ordinary income or capital gains. Stockholders should read any written disclosure accompanying a dividend payment carefully and should not assume that any distribution is taxable as ordinary income or capital gains.

Ordinary income is reported on IRS Form 1099-DIV as either qualified or non-qualified and capital gain distributions are reported on IRS Form 1099-DIV in various subcategories which have differing tax treatments to stockholders. Those subcategories are not presented herein.

We estimate the source of our distributions as required by Section 19(a) of the 1940 Act to determine whether payment of dividends are expected to be paid from any other source other than net investment income accrued for current period or certain cumulative periods, but we will not be able to determine whether any specific distribution will be treated as made out of our taxable earnings or as a return of capital until after the end of our taxable year. Any amount treated as a return of capital will reduce a stockholder’s adjusted tax basis in his or her common stock,

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thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale or other disposition of his or her common stock. For any payment of dividends estimated to be paid from any other source other than net investment income accrued for current period or certain cumulative periods based on the Section 19(a) requirement, we will send our registered stockholders a printed copy of such notice along with the dividend payment. The estimates of the source of the distribution are interim estimates based on U.S. GAAP that are subject to revision, and the exact character of the distributions for tax purposes cannot be determined until the final books and records are finalized for the calendar year. Therefore, these estimates are made solely in order to comply with the requirements of Section 19(a) of the 1940 Act and should not be relied upon for tax reporting or any other purposes and could differ significantly from the actual character of distributions for tax purposes.

Distribution Policy

We intend to make distributions to our stockholders of substantially all of our income, as determined by the Board in its discretion considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time. We generally intend to declare regular monthly dividends on a quarterly basis, although the frequency of such distributions may vary.

We have elected to be treated, and intend to qualify annually, as a RIC under the Code, and intend to make the required distributions to our stockholders as specified therein. In order to qualify and maintain our tax treatment as a RIC, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we will generally be required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively). We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing arrangement and related supplements to any debt we may issue in the future.

The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our investment company taxable income (“ICTI”), as defined by the Code. Depending on the level of ICTI earned in a tax year, we may choose to carry forward ICTI in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover ICTI must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such ICTI.

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (“OID”) (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

We have adopted a dividend reinvestment plan that provides for reinvestment of our distributions on behalf of our common stockholders, unless a common stockholder elects to receive cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend, then our common stockholders who have not “opted out” of our dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of our common stock, rather than receiving the cash dividends. The number of shares to be issued to a stockholder under the dividend reinvestment plan will be determined by dividing the total dollar amount of the distribution payable to such stockholder by the most recent available NAV per share for such shares at the time the distribution is payable.

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Sales of Unregistered Securities

We have entered into subscription agreements with investors and expect to enter into additional subscription agreements with a number of investors in connection with the Private Offering, pursuant to which have issued and sold, and expect to continue to issue and sell, shares of our common stock under the exemptions provided by Section 4(a)(2) of the Securities Act, and Rule 506 of Regulation D thereunder and/or Regulation S under the Securities Act.

The below table sets forth the total shares of our common stock issued during the year December 31, 2023:

	For the year ended December 31, 2023
Share Issue Date	Shares Issued	Aggregate Offering Price ($ in thousands)
January 3, 2023	69,538	$	1,429
February 1, 2023	304,731	6,287
March 1, 2023	500,646	10,323
April 3, 2023	4,179,266	86,929
May 1, 2023	778,547	16,194
June 1, 2023	408,975	8,499
July 3, 2023	495,174	10,260
August 1, 2023	274,207	5,690
September 1, 2023	2,385,620	49,478
October 2, 2023	521,965	10,867
November 1, 2023	260,029	5,419
December 1, 2023	1,210,997	25,249
Total	11,389,695	$	236,624

Issuer Purchases of Equity Securities

On December 1, 2023, the Company commenced a tender offer (the “December 2023 Tender Offer”) pursuant to which the Company offered to repurchase up to 3,031,313 shares tendered prior to December 29, 2023 (the “December 2023 Tender Offer Expiration Date”). 14,715 shares were validly tendered by stockholders and not properly withdrawn prior to the December 2023 Tender Offer Expiration Date. The Company accepted for purchase 100% of the shares that were validly tendered and not properly withdrawn prior to the December 2023 Tender Offer Expiration Date, at a purchase price per share equal to $20.84, the Company’s NAV per share as of December 31, 2023.

The following table sets forth information regarding repurchases of shares of our common stock during the three months ended December 31, 2023:

Offer Date	Tender Offer Expiration	Purchase Price per Share		Share Repurchased	Aggregate Dollar Amount of Shares Accepted for Repurchase (in thousands)
December 1, 2023	December 29, 2023	$	20.84	14,715	$	307

Item 6. [Reserved].

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

The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the combined financial statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K.

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The following discussion is designed to provide a better understanding of our financial statements, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included or incorporated by reference in Item 8 of this Annual Report on Form 10-K. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Overview of Our Business

We were formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and converted to a Maryland corporation named Barings Private Credit Corporation effective on May 13, 2021, in connection with the commencement of our operations. We have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and are externally managed by Barings LLC (“Barings” or the “Adviser”), an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act.”) In addition, we have elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) and expect to maintain our qualification as a RIC annually thereafter.

An externally-managed BDC generally does not have any employees, and its investment and management functions are provided by an outside investment adviser and administrator under an advisory agreement and administration agreement. Instead of directly compensating employees, we pay Barings for investment management and administrative services pursuant to the terms of an amended and restated investment advisory agreement (“Advisory Agreement”) and an administration agreement (“Administration Agreement”).

We are a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. We use the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.

Our primary investment objective is to generate current income by investing directly in privately-held middle-market companies to help these companies fund acquisitions, growth or refinancing. We focus on investing primarily in senior secured private debt instruments in well-established middle-market businesses that operate across a wide range of industries. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities. Barings employs fundamental credit analysis, and targets investments in businesses with low levels of cyclicality (i.e., the risk of business cycles or other economic cycles adversely affecting them) and operating risk relative to other businesses in this market segment. The holding size of each position will generally be dependent upon a number of factors including total facility size, pricing and structure, and the number of other lenders in the facility. Barings has experience managing levered vehicles, both public and private, and seeks to enhance our returns through the use of leverage with a prudent approach that prioritizes capital preservation. Barings believes this strategy and approach offers attractive risk/return with lower volatility given the potential for fewer defaults and greater resilience through market cycles. A significant portion of our investments are expected to be rated below investment grade by rating agencies or, if unrated, would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal.

Formation Transactions/Initial Portfolio

On May 12, 2021, shortly prior to our election to be regulated as a BDC and conversion to a Maryland corporation, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, we acquired from Massachusetts Mutual Life Insurance Company (“MassMutual”) and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”).

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The investments in the Initial Portfolio were selected based upon our defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with our election to be treated as a RIC for tax purposes.

The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.

We continue to invest in predominately senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. Senior secured private debt investments are negotiated directly with the borrower, rather than marketed by a third party or bought and sold in the secondary market. We believe senior secured private debt investments may offer higher returns and certain more favorable protections than syndicated senior secured loans. Fees generated in connection with our debt investments are recognized over the life of the loan using the effective interest method or, in some cases, recognized as earned. Terms of our senior secured private debt investments are generally between five and seven years and bear interest between the Secured Overnight Financing Rate (“SOFR”) (or the applicable currency rate for investments in foreign currencies) plus 475 basis points and SOFR plus 675 basis points per annum. To a lesser extent, we will invest opportunistically in assets such as, without limitation, equity, special situations, structured credit (e.g., private asset-backed securities), syndicated loan opportunities, high-yield investments and/or mortgage securities.

As of December 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 11.1% and 9.9%, respectively. As of December 31, 2023 and December 31, 2022, the weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 11.0% and 9.8%, respectively.

Portfolio Composition

The total fair value of our investment portfolio was $2,458.9 million and $2,157.9 million as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, we had investments in 302 portfolio companies with an aggregate cost of $2,467.7 million. As of December 31, 2022, we had investments in 280 portfolio companies with an aggregate cost of $2,187.5 million. As of December 31, 2023 and December 31, 2022, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

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As of December 31, 2023 and December 31, 2022, our investment portfolio consisted of the following investments: 

($ in thousands)	Cost		Percent of Total Portfolio		Fair Value		Percent of Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes	$	1,981,715	80	%	$	1,958,306	80	%
Subordinated debt and 2nd lien notes	158,720		7		148,450		6
Structured products	27,146		1		23,947		1
Equity shares	254,999		10		297,213		12
Equity warrants	4		—		2,475		—
Investment in joint ventures	45,143		2		28,538		1
	$	2,467,727	100	%	$	2,458,929	100	%
December 31, 2022:
Senior debt and 1st lien notes	$	1,817,043	83	%	$	1,777,492	82	%
Subordinated debt and 2nd lien notes	169,463		8		163,899		8
Structured products	28,560		1		25,022		1
Equity shares	130,616		6		158,131		7
Equity warrants	4		—		1,083		—
Investment in joint ventures	41,815		2		32,253		2
	$	2,187,501	100	%	$	2,157,880	100	%

Investment Activity

During the year ended December 31, 2023, we made new investments totaling $309.6 million, made additional investments in existing portfolio companies totaling $252.2 million, made a new investment in a new joint venture equity portfolio company totaling $7.9 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $108.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. We had 18 loans repaid at par totaling $95.1 million and received $95.5 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $3.8 million. We sold $212.5 million of middle-market portfolio debt investments to one of our joint ventures, realizing a gain on these transactions of $2.1 million and recognized a loss of $0.7 million on two of our debt investments that were restructured. In addition, we received proceeds related to the sale of equity investments totaling $1.8 million and recognized a net realized loss on such sales totaling $1.8 million. Lastly, we received $7.0 million of return of capital from one of our joint ventures.

During the year ended December 31, 2022, we made new investments totaling $733.2 million, made additional investments in existing portfolio companies totaling $283.5 million, and made additional investments in existing joint venture equity portfolio companies totaling $8.9 million. We had 33 loans repaid at par totaling $163.8 million and received $41.9 million of portfolio company principal payments and sale proceeds, recognizing a net loss on these transactions of $13.0 million. In addition, we received $13.0 million of return of capital from one of our joint ventures.

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Total portfolio investment activity for the years ended December 31, 2023 and 2022 was as follows:

December 31, 2023 ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in joint ventures		Total
Fair value, beginning of period	$	1,777,492	$	163,899	$	25,022	$	158,131	$	1,083	$	32,253	$	2,157,880
New investments	517,892		34,390		—		118,953		—		10,366		681,601
Proceeds from sales of investments/return of capital	(213,277)		—		—		(1,750)		—		(7,038)		(222,065)
Loan origination fees received	(13,171)		(74)		—		—		—		—		(13,245)
Principal repayments received	(141,042)		(48,762)		(1,429)		—		—		—		(191,233)
Payment-in-kind interest/dividends	5,815		2,952		—		8,948		—		—		17,715
Accretion of loan premium/discount	734		475		15		—		—		—		1,224
Accretion of deferred loan origination revenue	9,821		611		—		—		—		—		10,432
Realized gain (loss)	(2,157)		(279)		—		(1,767)		—		—		(4,203)
Unrealized appreciation (depreciation)	16,199		(4,762)		339		14,698		1,392		(7,043)		20,823
Fair value, end of period	$	1,958,306	$	148,450	$	23,947	$	297,213	$	2,475	$	28,538	$	2,458,929

December 31, 2022 ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Investments in joint ventures		Total
Fair value, beginning of period	$	1,141,252	$	114,779	$	19,566	$	75,040	$	—	$	47,011	$	1,397,648
New investments	892,282		57,836		10,000		56,613		4		8,859		1,025,594
Proceeds from sales of investments/return of capital	(17,052)		(573)		—		—		—		(13,013)		(30,638)
Loan origination fees received	(19,461)		(844)		—		—		—		—		(20,305)
Principal repayments received	(185,677)		(1,645)		(714)		—		—		—		(188,036)
Payment-in-kind interest/dividends	2,945		2,064		—		1,468		—		—		6,477
Accretion of loan premium/discount	195		112		14		—		—		—		321
Accretion of deferred loan origination revenue	10,134		409		—		—		—		—		10,543
Realized gain (loss)	(11,077)		(1,894)		—		—		—		—		(12,971)
Unrealized appreciation (depreciation)	(36,049)		(6,345)		(3,844)		25,010		1,079		(10,604)		(30,753)
Fair value, end of period	$	1,777,492	$	163,899	$	25,022	$	158,131	$	1,083	$	32,253	$	2,157,880

Non-Accrual Assets

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of December 31, 2023, we had two portfolio companies with their debt investments on non-accrual, the aggregate fair value of which was $14.0 million, which comprised 0.6% of the total fair value of our portfolio, and the aggregate cost of which was $18.2 million, which comprised 0.7% of the total cost of our portfolio. As of December 31, 2022, we had one portfolio company with its debt investment on non-accrual, the fair value of which was $6.3 million, which comprised 0.3% of the total fair value our portfolio, and the cost of which was $16.8 million, which comprised 0.8% of the total cost of our portfolio.

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A summary of our non-accrual assets as of December 31, 2023 is provided below:

Anju Software, Inc.

During the quarter ended September 30, 2023, we placed our first lien senior secured debt investment in Anju Software, Inc. (“Anju Software”) on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien senior secured debt investment in Anju Software for financial reporting purposes. As of December 31, 2023, the cost of our first lien senior secured debt investment in Anju Software was $1.4 million and the fair value of such investment was $1.0 million.

Core Scientific, Inc.

During the quarter ended December 31, 2022, we placed our debt investment in Core Scientific Inc. (“Core Scientific”) on non-accrual status effective with the monthly payment due October 31, 2022. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Core Scientific for financial reporting purposes. As of December 31, 2023, the cost of our debt investment in Core Scientific was $16.8 million and the fair value of such investment was $13.0 million.

Discussion and Analysis of Financial Condition and Results of Operations

Set forth below is a comparison of the results of operations and changes in financial condition for the years ended December 31, 2023 and 2022. The comparison of, and changes between, the fiscal years ended December 31, 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021 can be found within “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II of our annual report on Form 10-K for the fiscal year ended December 31, 2022, which is incorporated herein by reference.

Results of Operations

Comparison of years ended December 31, 2023 and 2022

Operating results for the year ended December 31, 2023 and 2022 were as follows:

	Year Ended December 31,
($ in thousands)	2023		2022
Total investment income	$	267,917	$	157,583
Total operating expenses	120,907		58,244
Net investment income before taxes	147,010		99,339
Income taxes, including excise tax expense	1,280		948
Net investment income after taxes	145,730		98,391
Net realized gains (losses)	(11,719)		29,305
Net unrealized appreciation (depreciation)	17,786		(47,817)
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts	6,067		(18,512)
Net increase in net assets resulting from operations	$	151,797	$	79,879

Net increases or decreases in net assets resulting from operations can vary substantially from period to period due to various factors, including recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of net changes in net assets resulting from operations may not be meaningful.

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Investment Income

	Year Ended December 31,
($ in thousands)	2023		2022
Investment income:
Total interest income	$	221,301	$	123,383
Total dividend income	21,856		14,897
Total fee and other income	14,130		13,638
Total payment-in-kind interest income	10,408		5,652
Interest income from cash	222		13
Total investment income	$	267,917	$	157,583

The change in total investment income for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to an increase in the average size our portfolio, an increase in the weighted average yield on the portfolio from higher base rates, increased dividends from portfolio companies and joint venture investments and increased PIK interest income. The amount of our outstanding debt investments was $2,209.3 million as of December 31, 2023, as compared to $2,039.0 million as of December 31, 2022. The increase in the average size of our portfolio was largely due to net additions in middle-market and special situation investments. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual investments, was 11.1% as of December 31, 2023, as compared to 9.9% as of December 31, 2022. For the year ended December 31, 2023, dividends from portfolio companies and joint venture investments were $21.9 million, as compared to $14.9 million for the year December 31, 2022. For the year ended December 31, 2023, PIK interest income was $10.4 million, as compared to $5.7 million for the year ended December 31, 2022.

Operating Expenses

	Year Ended December 31,
($ in thousands)	2023		2022
Operating expenses:
Interest and other financing fees	$	87,309	$	37,867
Base management fees	16,774		11,775
Incentive fee	11,192		3,074
Other general and administrative expenses	5,632		5,528
Total operating expenses	$	120,907	$	58,244

Interest and Other Financing Fees

Interest and other financing fees during the year ended December 31, 2023 were primarily attributable to borrowings under the Revolving Credit Facility, the SMBC Credit Facility, the 2023 Debt Securitization, the July 2026 Notes and the May 2027 Notes (each as defined below under “Financial Condition, Liquidity and Capital Resources”). Interest and other financing fees during the year ended December 31, 2022 were attributable to borrowings under the Revolving Credit Facility, the July 2026 Notes, the May 2027 Notes and Secured Borrowings (as defined below under “Financial Condition, Liquidity and Capital Resources”). The increase in interest and financing fees for the year ended December 31, 2023 as compared to the year ended December 31, 2022, was primarily attributable to interest on the 2023 Debt Securitization, the SMBC Credit Facility, the May 2027 Notes and an increase in the weighted average interest rate on the Revolving Credit Facility. The weighted average interest on the Revolving Credit Facility was 7.4% as of December 31, 2023, as compared to 6.1% as of December 31, 2022.

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Base Management Fee

Under the Advisory Agreement, we pay Barings a base management fee quarterly in arrears on a calendar quarter basis. The base management fee is calculated based on the average value of our gross assets at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. The base management fee for any partial quarter is appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Consolidated Financial Statements for additional information regarding the Advisory Agreement and the fee arrangement thereunder. For the years ended December 31, 2023 and December 31, 2022, the amount of base management fees incurred were approximately $16.8 million and $11.8 million, respectively. The increase in the Base Management Fee for the year ended December 31, 2023 versus the year ended December 31, 2022 is primarily related to the average value of gross assets used in the calculation increasing from $1,570.0 million for the year ended December 31, 2022 to $2,236.6 million for the year ended December 31, 2023.

Incentive Fee

Under the Advisory Agreement, we pay Barings an incentive fee. The incentive fee will be determined and paid quarterly in arrears based on the amount by which (x) the aggregate “pre-incentive fee net investment income” in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the hurdle amount in respect of the Trailing Twelve Months. See “Note 2. Agreements and Related Party Transactions” to our Consolidated Financial Statements for additional information regarding the terms of the Advisory Agreement and the fee arrangements thereunder. For the years ended December 31, 2023 and December 31, 2022, the amount of incentive fee incurred was approximately $11.2 million and $3.1 million, respectively. The increase in the incentive fee for the year ended December 31, 2023 as compared to the year ended December 31, 2022 was because the incentive fees were not payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement on May 13, 2021. In addition, the value of gross assets used in the incentive fee calculation increased from $1,903.1 million as of December 31, 2022 to $2,974.6 million as of December 31, 2023.

Other General and Administrative Expenses

Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. For the years ended December 31, 2023 and 2022, the amount of administration expense incurred and invoiced by Barings for expenses was $1.8 million and $2.0 million, respectively. In addition to expenses incurred under the Administration Agreement, other general and administrative expenses include Board fees, directors’ and officers’ insurance costs, legal and accounting expenses and other costs related to our operations.

Net Realized Gains (Losses)

Net realized gains (losses) during the years ended December 31, 2023 and 2022 were as follows:

	Year Ended December 31,
($ in thousands)	2023		2022
Net realized gains (losses):
Non-Control / Non-Affiliate investments	$	(4,203)	$	(12,971)
Net realized gains (losses) on investments	(4,203)		(12,971)
Foreign currency transactions	3,916		3,451
Forward currency contracts	(11,432)		38,825
Net realized gains (losses)	$	(11,719)	$	29,305

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For the year ended December 31, 2023, we recognized a net realized loss totaling $11.7 million, which consisted primarily of a net loss on forward currency contracts of $11.4 million and a net loss on our loan portfolio of $4.2 million, partially offset by a net gain on foreign currency transactions of $3.9 million. For the year ended December 31, 2022, we recognized a net realized gain totaling $29.3 million, which consisted primarily of a net gain on forward currency contracts of $38.8 million and a net gain on foreign currency transactions of $3.5 million, partially offset by a net loss on our loan portfolio of $13.0 million.

Net Unrealized Appreciation (Depreciation)

Net unrealized appreciation (depreciation) during the years ended December 31, 2023 and 2022 was as follows:

	Year Ended December 31,
($ in thousands)	2023		2022
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments	$	18,789	$	(47,760)
Affiliate investments	1,512		16,785
Net unrealized appreciation (depreciation) on investments	20,301		(30,975)
Foreign currency transactions	(7,474)		6,766
Forward currency contracts	4,959		(23,608)
Net unrealized appreciation (depreciation)	$	17,786	$	(47,817)

For the year ended December 31, 2023, we recorded net unrealized appreciation totaling $17.8 million, consisting of net unrealized appreciation reclassification adjustments of $13.4 million related to the net realized losses on the sales / repayments of certain investments, net unrealized appreciation on our current portfolio of $7.4 million and net unrealized appreciation of $5.0 million related to forward currency contracts, partially offset by net unrealized depreciation related to foreign currency transactions of $7.5 million and $0.5 million of deferred taxes. The net unrealized appreciation on the Company’s current portfolio of $7.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $19.5 million, partially offset by the credit or fundamental performance of investments of $6.1 million and broad market moves for investments of $6.0 million.

For the year ended December 31, 2022, we recorded net unrealized depreciation totaling $47.8 million, consisting of net unrealized appreciation on our current portfolio of $40.4 million, deferred tax liability of $0.2 million and net unrealized depreciation related to forward currency contracts of $23.6 million, partially offset by net unrealized appreciation reclassification adjustments of $9.7 million related to realized gains and losses recognized during the year and net unrealized appreciation related to foreign currency transactions of $6.8 million. The net unrealized depreciation on the Company’s current portfolio of $40.4 million was driven primarily by the impact of broad market moves for investments of $31.4 million and foreign currency exchange rates on investments of $22.0 million, partially offset by the credit or fundamental performance of investments of $13.0 million.

Financial Condition, Liquidity and Capital Resources

We believe that our current cash and cash equivalents on hand, our available borrowing capacity under the Revolving Credit Facility and the SMBC Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months. In addition, we expect to generate cash from the net proceeds of our continuous offering of shares of common stock in the private offering of our common stock. This “Financial Condition, Liquidity and Capital Resources” section should be read in conjunction with the notes to our Consolidated Financial Statements.

On May 13, 2021, our stockholders approved a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of stockholder approval, effective May 14, 2021, our applicable minimum asset coverage ratio under the 1940 Act was decreased to 150% from 200%. Thus, we are permitted under the 1940 Act, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. Our asset coverage ratio was 206.7% as of December 31, 2023.

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Cash Flows

For the year ended December 31, 2023, we experienced a net decrease in cash in the amount of $7.9 million. During that period, our operating activities used $190.6 million in cash, consisting primarily of purchases of portfolio investments of $716.7 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $413.4 million. In addition, our financing activities provided net cash of $182.7 million, consisting primarily of net borrowings of $402.5 million under the 2023 Debt Securitization, net borrowings of $124.5 million under the SMBC Credit Facility and proceeds from the issuance of common stock of $236.6 million, partially offset by net repayments of $388.9 million under the Revolving Credit Facility, dividends paid in the amount of $130.2 million and net repayments of $18.6 million from Secured Borrowings. At December 31, 2023, we had $83.6 million of cash on hand, including foreign currencies.

For the year ended December 31, 2022, we experienced a net decrease in cash in the amount of $32.1 million. During that period, our operating activities used $656.8 million in cash, consisting primarily of purchases of portfolio investments of $971.5 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $170.1 million. In addition, our financing activities provided net cash of $624.7 million, consisting primarily of net borrowings of $279.4 million under the Revolving Credit Facility, net proceeds of $154.7 million from the issuance of the May 2027 Notes, proceeds of $18.6 million from Secured Borrowings and proceeds from the issuance of common stock of $258.4 million, partially offset by dividends paid in the amount of $85.4 million. At December 31, 2022, we had $91.4 million of cash on hand, including foreign currencies.

Financing Transactions

BNP Paribas Revolving Credit Facility

On May 11, 2021, BPC Funding LLC (“BPC Funding”), our wholly-owned subsidiary, entered into a senior secured revolving credit facility with BNP Paribas (“BNPP”) (as amended, the “Revolving Credit Facility”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and we serve as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.

Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month London Interbank Offered Rate (“LIBOR”), and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding will pay an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding vary depending upon the types of assets in BPC Funding’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.

Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a

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lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.

BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to us, and our exposure under the Revolving Credit Facility is limited to the value of our investment in BPC Funding.

In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of December 31, 2023, we were in compliance with all covenants of the Revolving Credit Facility.

As of December 31, 2023, we had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.

As of December 31, 2022, we had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465% (three month SOFR of 4.113%), borrowings denominated in British pounds sterling of £30.2 million ($36.3 million U.S. dollars) with a weighted average interest rate of 4.415% (weighted average three month adjusted cumulative compounded SONIA of 2.083%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 5.210% (three month BBSW of 3.060%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 6.708% (three month CDOR of 4.558%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490% (three month NZBB of 4.090%) and borrowings denominated in Euros of €86.6 million ($92.4 million U.S. dollars) with an interest rate of 3.772% (three month EURIBOR of 1.605%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.

SMBC Revolving Credit Facility

On March 6, 2023, we entered into a senior secured revolving credit facility (as amended, the “SMBC Credit Facility”) pursuant to a Senior Secured Revolving Credit Agreement (the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent (“SMBC”), as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto.

The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness, with an accordion

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provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, we amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability.

Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility.

Commencing on September 6, 2023, we pay an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between us and SMBC.

Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to us varies depending upon the types of assets in our portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.

The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., our subsidiary, and will be guaranteed by certain of our domestic subsidiaries that are formed or acquired by us in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.

The period during which we may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and the Subsidiary Guarantors, subject to certain exceptions.

In connection with the SMBC Credit Facility, we have made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of us occurs. Upon the occurrence and during the continuation of certain event of defaults, SMBC, as administrative agent, may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of December 31, 2023, we were in compliance with all covenants of the SMBC Credit Facility.

As of December 31, 2023, we had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one-month SOFR of 5.361%)

2023 Debt Securitization

On August 23, 2023 (the “Closing Date”), we completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a collateralized loan obligations and are a form of secured financing incurred by one of our subsidiaries, which is consolidated by us and subject to our overall asset

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coverage requirements.

On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of ours, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).

The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three month SOFR plus 6.35% (the “Class C Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein a the “Notes”, and the Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.

The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at our direction as holder of the Subordinated Notes, on any business day after July 15, 2024. We act as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. We have retained all of the Subordinated Notes issued in the 2023 Debt Securitization.

The CLO Issuer used the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (the “Collateral Obligations”) on the Closing Date (1) from us pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding used proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.

Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, we transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or us, holds all of the ownership interest in such loans and participations. We made customary representations, warranties and covenants in the Loan Sale Agreement.

The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities

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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.

We serve as collateral manager to the CLO Issuer under the Collateral Management Agreement entered into on the Closing Date and have agreed to irrevocably waive all collateral management fees payable pursuant to the Collateral Management Agreement.

July 2026 Notes

On July 29, 2021, we entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021 and October 28, 2021, respectively. The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by us in accordance with the terms of the July 2021 NPA.

The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of our secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.

Our obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of December 31, 2023, we were in compliance with all covenants under the July 2021 NPA.

The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 4. Borrowings” to our Consolidated Financial Statements for additional information regarding the July 2021 NPA and the July 2026 Notes issued thereunder.

May 2027 Notes

On May 10, 2022, we entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”) in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.

The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.

Our obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. As of December 31, 2023, we were in compliance with all covenants under the May 2022 NPA.

The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable. See “Note 4. Borrowings” to our Consolidated

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Financial Statements for additional information regarding the May 2022 NPA and the May 2027 Notes issued thereunder.

In connection with the offering of the Series D Notes, on May 10, 2022, we entered into a $100.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Consolidated Statements of Operations. As of December 31, 2023, the interest rate swap had a fair value of $(3.3) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

In connection with the offering of the Series E Notes, on July 6, 2022, we entered into a $55.0 million notional value interest rate swap. We receive a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in our Consolidated Statements of Operations. As of December 31, 2023, the interest rate swap had a fair value of $(2.0) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on our Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

Secured Borrowings

As of December 31, 2023, we had no secured borrowings (“Secured Borrowings”). As of December 31, 2022, we had $18.6 million of Secured Borrowings outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which is generally within 120 days of the trade date. Our Secured Borrowings bore interest at a weighted average rate of 7.843% for the year ended December 31, 2022.

Discretionary Share Repurchase Program

We have commenced a discretionary share repurchase program in which we may, subject to market conditions and the discretion of the Board, offer to repurchase, in each quarter, up to 5% of our shares of common stock outstanding as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. We intend to conduct such repurchase offers in accordance with the requirements of Exchange Act Rule 13e-4 and the 1940 Act and subject to compliance with applicable covenants and restrictions under our financing arrangements. All shares purchased by us pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.

Under our discretionary share repurchase program, to the extent we offer to repurchase shares in any particular quarter, we expect to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the applicable Valuation Date, which will generally be the last calendar day of the applicable quarter. Stockholders who purchase shares of our common stock on or after March 1, 2024 should keep in mind that if they tender shares of our common stock in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered shares, we may repurchase such shares subject to the 2% Early Repurchase Deduction. The Early Repurchase Deduction will be retained by the Company for the benefit of

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remaining holders of our common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases. We may, from time to time, waive the Early Repurchase Deduction in the following circumstances, subject to certain conditions: repurchases resulting from death, qualifying disability or divorce; in the event that a stockholder’s shares are repurchased because the stockholder has failed to maintain the $5,000 minimum account balance; or due to trade or operational error.

During the year ended December 31, 2023, 1,850,649 shares were accepted for repurchase for a total value of $38.5 million.

Distributions to Stockholders

We intend to pay distributions to our stockholders of substantially all of our income, as determined by the Board in its discretion considering factors such as our earnings, cash flow, capital needs and general financial condition and the requirements of Maryland law. As a result, our distribution rates and payment frequency may vary from time to time. We generally intend to declare regular monthly dividends on a monthly basis, although the frequency of such distributions may vary.

We have adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, when we declare a cash dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of our common stock, rather than receiving cash dividends.

We have elected for federal income tax purposes to be treated, and intend to qualify annually, as a RIC under the Code and intend to make the required distributions to our stockholders as specified therein. In order to qualify for and maintain our tax treatment as a RIC and to obtain RIC tax benefits, we must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then we will generally be required to pay income taxes only on the portion of our taxable income and gains we do not distribute (actually or constructively). We monitor our distribution requirements with the goal of ensuring compliance with the Code. We can offer no assurance that we will achieve results that will permit the payment of any level of cash distributions and our ability to make distributions will be limited by the asset coverage requirement and related provisions under the 1940 Act and contained in any applicable indenture or financing arrangement and related supplements. In addition, in order to satisfy the annual distribution requirement applicable to RICs, we may declare a significant portion of our dividends in shares of our common stock instead of in cash. A stockholder generally would be subject to tax on 100% of the fair market value of the dividend on the date the dividend is received by the stockholder in the same manner as a cash dividend, even though a portion of the dividend was paid in shares of our common stock.

The minimum distribution requirements applicable to RICs require us to distribute to our stockholders each year at least 90% of our ICTI. Depending on the level of ICTI and net capital gain, if any, earned in a tax year, we may choose to carry forward income in excess of current year distributions into the next tax year and pay a 4% U.S. federal excise tax on such excess. Any such carryover income must be distributed before the end of the next tax year through a dividend declared prior to filing the final tax return related to the year which generated such income.

ICTI generally differs from net investment income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses. We may be required to recognize ICTI in certain circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules as having OID (such as debt instruments issued with warrants), we must include in ICTI each year a portion of the OID that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in ICTI other amounts that we have not yet received in cash, such as (i) PIK interest income and (ii) interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. Because any OID or other amounts accrued will be included in our ICTI for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and

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may not ever receive any corresponding cash amount. ICTI also excludes net unrealized appreciation or depreciation, as investment gains or losses are not included in taxable income until they are realized.

Critical Accounting Policies and Use of Estimates

The preparation of our financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the periods covered by such financial statements. We have identified investment valuation and revenue recognition as our most critical accounting estimates. On an ongoing basis, we evaluate our estimates, including those related to the matters described below. These estimates are based on the information that is currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ materially from those estimates under different assumptions or conditions. A discussion of our critical accounting policies follows. We describe our most significant accounting policies in “Note 1. – Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies” to our Consolidated Financial Statements.

Investment Valuation

The most significant estimate inherent in the preparation of our financial statements is the valuation of investments and the related amounts of unrealized appreciation and depreciation of investments recorded. We have a valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures, or ASC Topic 820. Our current valuation policy and processes were established by Barings and were approved by the Board.

As of December 31, 2023, our investment portfolio, valued at fair value in accordance with the Board-approved valuation policies, represented approximately 188% of our total net assets, as compared to approximately 198% of our total net assets as of December 31, 2022.

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For our portfolio securities, fair value is generally the amount that we might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if we do not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore, unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables in the notes to our consolidated financial statements may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

Our investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of our investments in good faith primarily using Level

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3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with underlying performance of the portfolio company.

There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of our Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. For a discussion of the risks inherent in determining the value of securities for which readily available market values do not exist, see “Risk Factors — Risks Relating to Our Business and Structure — Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments” included in Item 1A of Part I of this Annual Report on Form 10-K.

Investment Valuation Process

The Board must determine fair value in good faith for any or all of our investments for which market quotations are not readily available. The Board has designated Barings as valuation designee to perform the fair value determinations relating to the value of these assets. Barings has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets we hold. Barings uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, Barings will utilize alternative methods in accordance with internal pricing procedures established by Barings’ pricing committee.

At least annually, Barings conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While Barings is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process Barings continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. Barings believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).

Our money market fund investments are generally valued using Level 1 inputs and our equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. Our syndicated senior secured loans and structured products are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. Our middle-market, private debt and equity investments are generally valued using Level 3 inputs.

Independent Valuation

The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-

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underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and Barings will determine the point within that range that it will use. If the Barings’ pricing committee disagrees with the price range provided, it may make a fair value recommendation to Barings that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, we may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.

Valuation Inputs

The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investments in CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC

As CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC are investment companies with no readily determinable fair values, the Adviser estimates the fair value of our investments in these entities using the NAV of each company and our ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.

Revenue Recognition

Interest and Dividend Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The cessation of recognition of such interest will negatively impact the reported fair value of the investment. We write off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.

We may have to include interest income in our ICTI, including OID income, from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements to maintain our RIC tax treatment, even though we will not have received and may not ever receive any corresponding cash amount. Additionally, any loss recognized by us for U.S. federal income tax purposes on previously accrued interest income will be treated as a capital loss.

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Fee Income

Origination, facility, commitment, consent and other advance fees received in connection with the origination of a loan, or Loan Origination Fees, are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of our business, we receive certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and loan amendment fees, and are recorded as investment income when earned.

Fee income for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations ) to December 31, 2021was as follows:

	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	8,374	$	6,633	$	2,686
Management, valuation and other fees	2,422		1,783		341
Total Recurring Fee Income	10,796		8,416		3,027
Non-Recurring Fee Income:
Prepayment fees	380		241		247
Acceleration of unamortized loan origination fees	2,058		3,910		3,157
Advisory, loan amendment and other fees	896		1,071		459
Total Non-Recurring Fee Income	3,334		5,222		3,863
Total Fee Income	$	14,130	$	13,638	$	6,890

Payment-in-Kind (PIK) Interest Income

We currently hold, and expect to hold in the future, some loans in our portfolio that contain PIK interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to us in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

PIK interest, which is a non-cash source of income at the time of recognition, is included in our taxable income and therefore affects the amount we are required to distribute to our stockholders to maintain our tax treatment as a RIC for U.S. federal income tax purposes, even though we have not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. We write off any previously accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

We may have to include in our ICTI, PIK interest income from investments that have been classified as non-accrual for financial reporting purposes. Interest income on non-accrual investments is not recognized for financial reporting purposes, but generally is recognized in ICTI. As a result, we may be required to make a distribution to our stockholders in order to satisfy the minimum distribution requirements, even though we will not have received and may not ever receive any corresponding cash amount.

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Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk. Market risk includes risks that arise from changes in interest rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. The fair value of securities held by us may decline in response to certain events, including those directly involving the companies we invest in; conditions affecting the general economy; overall market changes; global pandemics; legislative reform; local, regional, national or global political, social or economic instability; and interest rate fluctuations.

In addition, we are subject to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows. Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest income earned on interest earning assets and our interest expense incurred in connection with our interest bearing debt and liabilities. Changes in interest rates can also affect, among other things, our ability to acquire and originate loans and securities and the value of our investment portfolio. Our net investment income is affected by fluctuations in various interest rates, including EURIBOR, BBSY, STIBOR, CDOR, SARON, SOFR, BKBM, NIBOR and SONIA. Our risk management systems and procedures are designed to identify and analyze our risk, to set appropriate policies and limits and to continually monitor these risks. We regularly measure exposure to interest rate risk and determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates. We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.

As of the end of June 2023, no settings of LIBOR continue to be published on a representative basis and publication of many non-U.S. dollar LIBOR settings has been entirely discontinued. On March 15, 2022, the U.S. enacted federal legislation that is intended to minimize legal and economic uncertainty following U.S. dollar LIBOR’s cessation by replacing LIBOR references in certain U.S. law-governed contracts under certain circumstances with a SOFR-based rate identified in a Federal Reserve rule plus a statutory spread adjustment. In addition, the U.K. Financial Conduct Authority, which regulates the publisher of LIBOR (ICE Benchmark Administration), has announced that it will require the continued publication of the one-, three- and six-month tenors of U.S. dollar LIBOR on a non-representative synthetic basis until the end of September 2024, which may result in certain non-U.S. law-governed contracts and U.S. law-governed contracts not covered by the federal legislation remaining on synthetic U.S. dollar LIBOR until the end of this period.

Our loan agreements with our portfolio companies that referenced LIBOR included fallback language in the event that LIBOR was discontinued, became unrepresentative or in the event that the method for determining LIBOR has changed. As a result of this language or through other bi-lateral amendments, all of these loan agreements have transitioned to an alternative reference rate.

The transition away from LIBOR and reform, modification, or adjustments of other reference rate benchmarks to alternative reference rates is complex and could have a material adverse effect on our business, financial condition and results of operations, including as a result of any changes in the pricing of our investments, changes to the documentation for certain of our investments and the pace of such changes, disputes and other actions regarding the interpretation of current and prospective loan documentation or modifications to processes and systems.

The U.S. Federal Reserve previously embarked on a campaign of raising interest rates to address significant and persistent inflation. The goal of these interest rate increases was to slow economic growth and reduce price pressure. There remains a chance that this central bank tightening cycle could force the United States into a recession, or that interest rates and base rates may otherwise decrease. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR.

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As of December 31, 2023, approximately $2,029.2 million (principal amount) of our debt portfolio investments bore interest at variable rates, which generally are SOFR-based (or based on an equivalent applicable currency rate), and many of which are subject to certain floors.

Based on our December 31, 2023 Consolidated Balance Sheet, the following table shows the annual impact on net income of hypothetical base rate changes in interest rates on our debt investments and borrowings (considering interest rate floors for variable rate instruments) assuming no changes in our investment and borrowing structure:

(in thousands) Basis Point Change(1)	Interest Income		Interest Expense		Net Income(2)
Up 300 basis points	$	60,875	$	12,329	$	48,546
Up 200 basis points	40,583		8,219		32,364
Up 100 basis points	20,292		4,110		16,182
Down 25 basis points	(5,073)		(1,027)		(4,046)
Down 50 basis points	(10,146)		(2,055)		(8,091)

(1) Excludes the impact of foreign currency exchange.

(2) Excludes the impact of income based fees. See “Note 2. Agreements and Related Party Transactions” to our Consolidated Financial Statements for more information on the income based fees.

We may also have exposure to foreign currencies related to certain investments. Such investments are translated into U.S. dollars based on the spot rate at the relevant balance sheet date, exposing us to movements in the exchange rate. In order to reduce our exposure to fluctuations in exchange rates, we generally borrow in local foreign currencies under the Revolving Credit Facility to finance such investments. As of December 31, 2023, we had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%).

Unused Commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to our portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of December 31, 2023, we believe we have adequate financial resources to satisfy our unfunded commitments. The balances of unused commitments to extend financing as of December 31, 2023 was as follows:

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023
Accurus Aerospace Corporation(1)(2)	Revolver	$	380
Adhefin International(1)(3)	Delayed Draw Term Loan	419
AirX Climate Solutions, Inc.(1)(2)	Delayed Draw Term Loan	5,010
AirX Climate Solutions, Inc.(1)(2)	Revolver	2,050
AlliA Insurance Brokers NV(1)(3)	Delayed Draw Term Loan	1,634
Americo Chemical Products, LLC(1)	Revolver	1,400
Amtech LLC(1)	Revolver	291
Anju Software, Inc.(1)(2)	Delayed Draw Term Loan	36

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Portfolio Company ($ in thousands)	Investment Type	December 31, 2023
Aquavista Watersides 2 LTD(1)(2)(4)	Capex / Acquisition Facility	1,030
Arc Education(1)(3)	Delayed Draw Term Loan	2,576
Argus Bidco Limited(1)(2)(4)	CAF Term Loan	1,083
ASC Communications, LLC(1)	Revolver	647
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729
ATL II MRO Holdings Inc.(1)	Revolver	2,500
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	1,522
AWP Group Holdings, Inc.(1)	Delayed Draw Term Loan	237
Azalea Buyer, Inc.(1)(2)	Delayed Draw Term Loan	644
Azalea Buyer, Inc.(1)(2)	Revolver	481
Beyond Risk Management, Inc.(1)	Delayed Draw Term Loan	2,007
Biolam Group(1)(2)(3)	Delayed Draw Term Loan	1,508
Bounteous, Inc.(1)(2)	Delayed Draw Term Loan	2,697
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	195
BrightSign LLC(1)(2)	Revolver	370
British Engineering Services Holdco Limited(1)(2)(4)	Acquisition/Capex Facility	92
CAi Software, LLC(1)(2)	Revolver	943
Cascade Residential Services LLC(1)(2)	Delayed Draw Term Loan	7,765
Cascade Residential Services LLC(1)(2)	Revolver	1,294
CGI Parent, LLC(1)	Revolver	1,653
Classic Collision (Summit Buyer, LLC)(1)	Delayed Draw Term Loan	8,666
Comply365, LLC(1)(2)	Revolver	575
Coyo Uprising GmbH(1)(3)	Delayed Draw Term Loan	523
DataServ Integrations, LLC(1)	Revolver	481
DecksDirect, LLC(1)(2)	Revolver	381
Direct Travel, Inc.(1)	Delayed Draw Term Loan	87
DISA Holdings Corp.(1)	Delayed Draw Term Loan	1,072
DISA Holdings Corp.(1)	Revolver	339
Dune Group(1)(2)(3)	Delayed Draw Term Loan	1,050
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	171
Eclipse Business Capital, LLC(1)	Revolver	12,128
EMI Porta Holdco LLC(1)(2)	Revolver	346
eShipping, LLC(1)	Revolver	743
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)	Delayed Draw Term Loan	2,731
Events Software BidCo Pty Ltd(1)(2)	Delayed Draw Term Loan	620
Express Wash Acquisition Company, LLC(1)	Revolver	115
Faraday(1)(3)	Delayed Draw Term Loan	1,980
Finexvet(1)(3)	Delayed Draw Term Loan	1,943
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	524
GB Eagle Buyer, Inc.(1)	Revolver	3,226
Glacis Acquisition S.A.R.L.(1)(3)	Delayed Draw Term Loan	5,348
Global Academic Group Limited(1)(2)(7)	Term Loan	414
GPZN II GmbH(1)(2)(3)	Delayed Draw Term Loan	53

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Portfolio Company ($ in thousands)	Investment Type	December 31, 2023
Greenhill II BV(1)(3)	Capex Acquisition Facility	120
Gusto Aus BidCo Pty Ltd(1)(5)	Delayed Draw Term Loan	167
HeartHealth Bidco Pty Ltd(1)(5)	Delayed Draw Term Loan	253
Heavy Construction Systems Specialists, LLC(1)	Revolver	2,193
HEKA Invest(1)(3)	Delayed Draw Term Loan	1,150
HemaSource, Inc.(1)	Revolver	2,590
HomeX Services Group LLC(1)(2)	Delayed Draw Term Loan	8,446
HomeX Services Group LLC(1)(2)	Revolver	3,378
HTI Technology & Industries(1)	Delayed Draw Term Loan	1,691
HTI Technology & Industries(1)	Revolver	1,128
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	42
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	171
Interstellar Group B.V.(1)(3)	Delayed Draw Term Loan	1,241
Interstellar Group B.V.(1)(3)	Delayed Draw Term Loan	115
InvoCare Limited(1)(5)	Delayed Draw Term Loan	773
Isolstar Holding NV (IPCOM)(1)(3)	Delayed Draw Term Loan	1,313
ISTO Technologies II, LLC(1)(2)	Revolver	1,114
ITI Intermodal, Inc.(1)(2)	Revolver	1,157
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	588
Jones Fish Hatcheries & Distributors LLC(1)(2)	Revolver	418
Kano Laboratories LLC(1)	Delayed Draw Term Loan	724
Kano Laboratories LLC(1)	Delayed Draw Term Loan	860
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	734
Lattice Group Holdings Bidco Limited(1)(2)	Delayed Draw Term Loan	255
Lattice Group Holdings Bidco Limited(1)(2)	Revolver	18
LeadsOnline, LLC(1)	Revolver	2,679
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	18
Marmoutier Holding B.V.(1)(2)(3)	Revolver	106
Marshall Excelsior Co.(1)(2)	Revolver	115
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	435
Mercell Holding AS(1)(2)(8)	Capex Acquisition Facility	773
Modern Star Holdings Bidco Pty Limited(1)(5)	Term Loan	59
Modern Star Holdings Bidco Pty Limited(1)(5)	Term Loan	518
Moonlight Bidco Limited(1)(2)(5)	Delayed Draw Term Loan	562
Narda Acquisitionco., Inc.(1)	Revolver	1,059
NAW Buyer, LLC(1)	Delayed Draw Term Loan	9,223
NAW Buyer, LLC(1)	Revolver	1,845
NeoxCo(1)(3)	Delayed Draw Term Loan	497
Next Holdco, LLC(1)(2)	Delayed Draw Term Loan	5,984
Next Holdco, LLC(1)(2)	Revolver	2,321
NF Holdco, LLC(1)(2)	Revolver	887
Novotech Aus Bidco Pty Ltd(1)	Capex & Acquisition Facility	971
NPM Investments 28 BV(1)(3)	Delayed Draw Term Loan	958

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Portfolio Company ($ in thousands)	Investment Type	December 31, 2023
OA Buyer, Inc.(1)	Revolver	1,331
OAC Holdings I Corp(1)(2)	Revolver	1,370
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	806
OSP Hamilton Purchaser, LLC(1)(2)	Revolver	1,607
OSP Hamilton Purchaser, LLC(1)(2)	Delayed Draw Term Loan	5,319
Pare SAS (SAS Maurice MARLE)(1)(2)	Delayed Draw Term Loan	2,100
Parkview Dental Holdings, LLC(1)(2)	Delayed Draw Term Loan	328
PDQ.Com Corporation(1)(2)	Delayed Draw Term Loan	3,939
PDQ.Com Corporation(1)(2)	Delayed Draw Term Loan	2,679
Polara Enterprises, L.L.C.(1)	Revolver	947
Premium Invest(1)(3)	Acquisition Facility	1,284
Process Insights Acquisition, Inc.(1)	Delayed Draw Term Loan	1,220
Process Insights Acquisition, Inc.(1)	Revolver	1,323
ProfitOptics, LLC(1)(2)	Revolver	84
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	211
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	206
Qualified Industries, LLC(1)	Revolver	364
Questel Unite(1)(2)(3)	Incremental Term Loan	2,795
R1 Holdings, LLC(1)	Delayed Draw Term Loan	1,682
R1 Holdings, LLC(1)	Revolver	1,947
Randys Holdings, Inc.(1)	Delayed Draw Term Loan	5,516
Randys Holdings, Inc.(1)	Revolver	1,658
Rocade Holdings LLC	Preferred Equity	2,000
Rock Labor, LLC	Revolver	941
Royal Buyer, LLC(1)	Delayed Draw Term Loan	1,229
Royal Buyer, LLC(1)	Revolver	1,787
Sanoptis S.A.R.L.(1)(3)	Acquisition Capex Facility	42
Sanoptis S.A.R.L.(1)(3)	CAF Term Loan	2,186
SBP Holdings LP(1)	Delayed Draw Term Loan	151
SBP Holdings LP(1)	Delayed Draw Term Loan	15,062
SBP Holdings LP(1)	Revolver	1,065
Scaled Agile, Inc.(1)(2)	Revolver	280
Scout Bidco B.V.(1)(2)(3)	Revolver	320
Simulation Software Investment Company Pty Ltd(1)(2)	Delayed Draw Term Loan	408
Sinari Invest(1)(3)	Delayed Draw Term Loan	617
SISU ACQUISITIONCO., INC(1)(2)	Delayed Draw Term Loan	160
Smartling, Inc.(1)	Revolver	1,038
SmartShift Group, Inc.(1)(2)	Delayed Draw Term Loan	5,690
SmartShift Group, Inc.(1)(2)	Revolver	2,731
Solo Buyer, L.P.(1)(2)	Revolver	1,330
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)	Delayed Draw Term Loan	399
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)	Revolver	90
Spatial Business Systems LLC(1)	Delayed Draw Term Loan	1,875

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Portfolio Company ($ in thousands)	Investment Type	December 31, 2023
Spatial Business Systems LLC(1)	Revolver	1,406
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	398
Superjet Buyer, LLC(1)	Revolver	1,369
Syntax Systems Ltd(1)	Revolver	358
Tank Holding Corp(1)	Revolver	480
Tank Holding Corp(1)	Delayed Draw Term Loan	1,358
Tanqueray Bidco Limited(1)(4)	Capex Facility	1,153
Techone B.V.(1)(3)	Revolver	146
Tencarva Machinery Company, LLC(1)	Revolver	1,129
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,724
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	1,233
The Cleaver-Brooks Company, Inc.(1)	Revolver	2,768
The Hilb Group, LLC(1)(2)	Delayed Draw Term Loan	672
Trader Corporation(1)(6)	Revolver	354
Trintech, Inc.(1)	Revolver	1,020
TSYL Corporate Buyer, Inc.(1)	Delayed Draw Term Loan	2,244
TSYL Corporate Buyer, Inc.(1)	Delayed Draw Term Loan	1,469
TSYL Corporate Buyer, Inc.(1)	Revolver	642
Turbo Buyer, Inc.(1)(2)	Delayed Draw Term Loan	1,509
UBC Ledgers Holding AB(1)(9)	Delayed Draw Term Loan	840
UBC Ledgers Holding AB(1)(9)	Revolver	278
Union Bidco Limited(1)(4)	Acquisition Facility	222
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	636
Unither (Uniholding)(1)(3)	Delayed Draw Term Loan	479
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)	Delayed Draw Term Loan	2,360
W2O Holdings, Inc.(1)(2)	Delayed Draw Term Loan	107
West-NR AcquisitionCo., LLC(1)	Delayed Draw Term Loan	3,750
Whitcraft Holdings, Inc.(1)	Revolver	2,347
White Bidco Limited (1)(2)	Delayed Draw Term Loan	514
Woodland Foods, LLC(1)(2)	Line of Credit	492
WWEC Holdings III Corp(1)	Revolver	1,514
Xeinadin Bidco Limited(1)(4)	CAF Term Loan	4,125
ZB Holdco LLC(1)	Delayed Draw Term Loan	2,932
ZB Holdco LLC(1)	Revolver	845
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,333
Total unused commitments to extend financing		$	267,681

(1)The Adviser's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

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(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(9)Actual commitment amount is denominated in Swedish Kronor. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

Recent Developments

Subsequent to December 31, 2023, we made approximately $110.4 million of new commitments, of which $80.5 million closed and funded. The $80.5 million of investments consist of $79.9 million of first lien senior secured debt investments and $0.6 million of equity investments. The weighted average yield of the debt investments was 11.5%. In addition, we funded $23.1 million of previously committed revolvers and delayed draw term loans.

On January 2, 2024, we issued and sold 2,296,176.892 shares of our common stock, for an aggregate offering price of $47.9 million at a price per share of $20.84, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by us and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D and Regulation S thereunder.

On February 1, 2024, we issued and sold 3,607,517.871 shares of our common stock, for an aggregate offering price of $75.3 million at a price per share of $20.88, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by us and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D and Regulation S thereunder.

On February 8, 2024, we increased commitments under the SMBC Credit Facility to $265.0 million from $215.0 million, subject and pursuant to the terms of the accordion provision under the SMBC Credit Facility. In connection with such increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its existing multicurrency commitment from $50.0 million to $75.0 million. The accordion provision under the SMBC Credit Facility permits increases to the total facility amount of up to $500.0 million, subject to the satisfaction of certain conditions set forth therein.

On February 22, 2024, the Board declared regular monthly distributions for March 2024 through May 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share are payable on March 28, 2024, April 29, 2024 and May 30, 2024 to stockholders of record on March 26, 2024, April 26, 2024 and May 24, 2024, respectively.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.

See the section entitled “Quantitative and Qualitative Disclosures About Market Risk” included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is included in Item 7 of Part II of this Annual Report on Form 10-K and is incorporated by reference herein.

Item 8.  Financial Statements and Supplementary Data.

See our Financial Statements included herein and listed in Item 15(a) of this Annual Report on Form 10-K.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not applicable.

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Item 9A.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management’s Report on Internal Control over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 9B.  Other Information.

As of February 1, 2024, the Company sold 3,607,517.871 unregistered shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (with the final number of shares issued being determined on February 22, 2024), pursuant to subscription agreements entered into with the participating investors for aggregate consideration of approximately $75.3 million.

The offer and sale of the Shares was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and Regulation D thereunder and/or Regulation S under the Securities Act.

The NAV per share of the Common Stock as of January 31, 2024 is 20.88.

The Company is currently conducting the Private Offering on a continuous basis for up to $2.0 billion in shares of Common Stock. As of the date hereof, the Company has issued an aggregate of 68,694,521.29 shares of Common Stock in the Private Offering for total consideration of $1,406.9 million. The Company intends to continue selling shares of Common Stock in the Private Offering on a monthly basis.

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2023, none of our directors or 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 Exchange Act Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”

Item 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

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PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Our business and affairs are managed under the direction of the Board. The Board consists of four directors. The Board appoints our officers, who serve at the discretion of our Board. The responsibilities of the Board include oversight of application of the valuation policies used for determining the fair value of the Company’s investments, corporate governance activities, oversight of our financing arrangements and oversight of our investment activities.

Under our Articles of Incorporation, our Board is divided into three classes of directors serving staggered three-year terms, with the term of office of only one of the three classes expiring each year. At each annual meeting of stockholders, directors of the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the third succeeding annual meeting of stockholders following the meeting at which they were elected. In all cases, each director’s term will extend until his or her successor is elected and qualifies or until his or her earlier resignation, removal from office, death or incapacity. To the extent possible, each class shall have the same number of directors.

Directors

The following information regarding our Board is as of the close of business on February 22, 2024:

Name	Age	Position(s) Held	Director Since	Director Class
Interested Directors(1)
Eric Lloyd	55	Chairman of the Board	2021	Class II
Independent Directors
Mark F. Mulhern	64	Director	2021	Class II
Thomas W. Okel	61	Director	2021	Class I
Jill Olmstead	60	Director	2021	Class I

(1) Interested Directors due to affiliations with Barings LLC.

The address for each of our directors is 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.

Executive Officers

The following information regarding our executive officers is as of the close of business on February 22, 2024:

Name	Age	Position(s) Held
Bryan High	43	Chief Executive Officer
Matthew Freund	35	President
Elizabeth A. Murray	46	Chief Financial Officer and Chief Operating Officer
Michael A. DeSieno	37	Chief Accounting Officer
Ashlee Steinnerd	42	Chief Legal Officer

The address for each of our executive officers is 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.

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Biographical Information

Directors

Our directors have been divided into two groups – Interested Directors and Independent Directors. An Interested Director is an “interested person,” as defined in Section 2(a)(19) of the 1940 Act, of the Company or Barings.

Interested Directors

Eric Lloyd – Mr. Lloyd brings over 30 years of experience in investment management, investment banking, leveraged finance and risk management to the Board. Mr. Lloyd is President of Barings LLC where he leads and manages cross-asset investment teams, corporate strategy, business development, product management, investment business management, research analytics and quant, permanent capital, special situations, marketing and communication. Mr. Lloyd also works closely with all the investment teams at Barings LLC. Prior to his current role, Mr. Lloyd served as Head of Private Assets. Mr. Lloyd has worked in the industry since 1990 and his experience has encompassed leadership positions in investment management, investment banking, leveraged finance and risk management. Prior to joining Barings in 2013, Mr. Lloyd served as Head of Market and Institutional Risk for Wells Fargo, was on Wells Fargo’s Management Committee and was a member of the Board of Directors of Wells Fargo Securities. Before the acquisition of Wachovia, Mr. Lloyd worked in Wachovia’s Global Markets Investment Banking division and served on the division’s Operating Committee where he had various leadership positions, including Head of Wachovia’s Global Leveraged Finance Group. Mr. Lloyd serves as the Executive Chairman of the Board of Directors and CEO to Barings BDC, Inc. (“BBDC”) and Chairman of the Board of Directors to Barings Capital Investment Corporation (“BCIC”), each of which is an affiliate of the Company. Mr. Lloyd holds a B.S. in Finance from the University of Virginia's McIntire School of Commerce.

Independent Directors

Mark F. Mulhern – Mr. Mulhern brings significant public company experience, both as a senior executive and as a board member. From September 2014 until his retirement on January 1, 2022, he served as Executive Vice President and Chief Financial Officer of Highwoods Properties, Inc., a Raleigh, North Carolina based publicly traded real estate investment trust. Prior to joining Highwoods, Mr. Mulhern served as Executive Vice President and Chief Financial Officer of Exco Resources, Inc. Prior to Exco, he served as Senior Vice President and Chief Financial Officer of Progress Energy, Inc. from 2008 until its merger with Duke Energy Corporation in 2012. He joined Progress Energy in 1996 as Vice President and Controller and served in a number of leadership roles at Progress Energy, including Vice President of Strategic Planning, Senior Vice President of Finance and President of Progress Ventures. He also spent eight years at Price Waterhouse, now known as PwC. Mr. Mulhern previously served on the Highwoods Board of Directors and Audit Committee from January 2012 through August 2014. He currently serves on the boards of BBDC and BCIC, as well as Barings Private Equity Opportunities and Commitments Fund (a non-diversified, closed-end management investment company advised by Barings) and Barings Global Short Duration High Yield Fund (a closed-end investment company advised by Barings). Additionally, Mr. Mulhern serves on the board of the Intercontinental Exchange, a Fortune 500 company and provider of marketplace infrastructure, data service and technology solutions to a broad range of customers. He also serves on the board of Ellie Mae, Inc., the operating company of ICE Mortgage Technology, both of which are subsidiaries of Intercontinental Exchange. Mr. Mulhern also currently serves on the board of McKim and Creed, a North Carolina based professional engineering services firm. Mr. Mulhern is a Certified Public Accountant and is a graduate of St. Bonaventure University.

Thomas W. Okel – Mr. Okel brings over 20 years of experience in the underwriting, structuring, distribution and trading of debt used for corporate acquisitions, leveraged buyouts, recapitalizations and refinancings. He previously served from 2011 to 2019 as Executive Director of Catawba Lands Conservancy, a non-profit land trust. Prior to joining Catawba Lands Conservancy, he served as Global Head of Syndicated Capital Markets at Bank of America Merrill Lynch, where he managed capital markets, sales, trading and research for the United States, Europe, Asia and Latin America from 1989 to 2010. He currently serves as trustee or director of several public companies and non-profit organizations, including BBDC and BCIC; Barings Private Equity Opportunities and Commitments Fund (a non-diversified, closed-end management investment company advised by Barings); Barings Global Short

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Duration High Yield Fund, a closed-end investment company advised by Barings; and is Chairman of the Board of Directors of Horizon Funds, a mutual fund complex. Mr. Okel holds a Bachelor of Arts in Economics from Davidson College and a Masters of Management, Finance, Accounting and Marketing from Kellogg School of Management, Northwestern University.

Jill Olmstead – Ms. Olmstead brings over 21 years of senior leadership experience in Human Resources in the financial services industry. She has served as Chief Human Resources Officer at LendingTree, Inc. since 2018 and was a Founding Partner of Spivey & Olmstead, LLC, a Talent and Leadership Consulting firm with expertise in the fields of executive development and talent management founded in June 2010. She also currently serves on the boards of BBDC, BCIC, Barings Private Equity Opportunities and Commitments Fund (a non-diversified, closed-end management investment company advised by Barings) and Barings Global Short Duration High Yield Fund, a closed-end investment company advised by Barings. The Board benefits from her experience with C-suite executives in helping lead companies' efforts on talent strategies, including succession planning, building strong performance cultures, and diversity and inclusion work. She has a strategic and pragmatic approach to talent management with an eye toward bottom line results. In her capacity as Managing Director (2006 to 2009) and Executive Vice President (2000 to 2006) at Wachovia Corporation (now Wells Fargo) she was both the Head of Human Resources for the Corporate and Investment Bank and the Head of Human Resources for the International Businesses. Prior to this, she formed and led the Leadership Practices Group at Wachovia to create and implement a company-wide talent management process that identified, developed, tracked and promoted high potential leaders throughout their careers. Ms. Olmstead received a Bachelor of Science at Clemson University and a Masters in Organization Behavior and Development at Fielding University, Santa Barbara, CA.

Executive Officers and Chief Compliance Officer

The biographical information of each of the Company’s executive officers who is not a director, as well as the Company’s Chief Compliance Officer, who is not an executive officer of the Company, is as follows:

Bryan High – Mr. High has served as the Company’s Chief Executive Officer since May 2023. He is also the Chief Executive Officer of BCIC and Vice President of BBDC. Mr. High previously served as Vice President of the Company, from February 2022 until his appointment as Chief Executive Officer. Mr. High also serves as the Head of Capital Solutions and a co-Portfolio Manager for Capital Solutions funds. He joined the firm in 2007, and has extensive experience in public and private credit, distressed debt / special situations and private equity. Prior to joining Barings, Mr. High was an investment banker at a boutique M&A firm where he advised on middle market transactions. He also worked at Banc of America Securities LLC in the restructuring advisory group. Mr. High currently serves on the investment committees for Capital Solutions, U.S. High Yield and Global Private Structured Finance. Mr. High is a member of the Board of Directors for Eclipse Business Capital, LLC and Coastal Marina Holdings, LLC. He graduated with distinction from the University of North Carolina at Chapel Hill with a B.S. in Business Administration.

Matthew Freund – Mr. Freund has served as the Company’s President since May 2023. He is also the President of BCIC. Mr. Freund served as a Senior Investment Manager within Barings’ Global Private Finance Group, where he was responsible for structuring, underwriting, and monitoring North American private finance investments supporting Barings sponsor clients. Mr. Freund is also a board member for Eclipse Business Credit, a specialty lender focused on providing asset backed loans. He has worked in the industry since 2009. Prior to joining Barings in 2015, Mr. Freund worked for US Bank structuring secured loans to support leveraged buyouts for private equity sponsors. Prior to joining US Bank, Mr. Freund worked in underwriting and analytical roles at Bank of America as part of corporate and middle market coverage. He has a B.S. in Business Administration degree from Saint Louis University and is a member of the CFA Institute.

Elizabeth Murray – Ms. Murray has served as the Company's Chief Operating Officer since May 2023 and as its Chief Financial Officer since April 2023. Ms. Murray also serves as the Chief Operating Officer and Chief Financial Officer of each of BBDC and BCIC. She is also the Treasurer of Barings Private Equity Opportunities and Commitments Fund. Ms. Murray is also a board member for Rocade LLC, a specialty finance company focused on litigation finance. Ms. Murray previously was the Chief Accounting Officer for the Company, BBDC and BCIC and previously served as the Vice President of Financial Reporting at Triangle Capital Corporation prior to the

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externalization of the investment management of BBDC to Barings LLC. Prior to joining Triangle Capital Corporation in 2012, she worked in Financial Planning and Analysis for RBC Bank, the U.S. retail banking division for Royal Bank of Canada. Prior to RBC Bank, Ms. Murray spent seven years at Progress Energy, Inc. and held various positions in finance, accounting, and tax, most recently in Strategy and Financial Planning. Ms. Murray began her career as a Tax Consultant with PricewaterhouseCoopers. Ms. Murray is a graduate of North Carolina State University where she obtained a B.S. degree in Accounting and a Master of Accounting degree. She is also a North Carolina Certified Public Accountant.

Michael DeSieno – Mr. DeSieno has served as the Company’s Chief Accounting Officer since November 2023. Mr. DeSieno also serves as Chief Accounting Officer of each of BBDC and BCIC. Mr. DeSieno previously served as Senior Director, Head of U.S. Accounting and Financial Reporting for Barings LLC. Prior to joining Barings in 2017, Mr. DeSieno held SEC Reporting roles with MSC Industrial Direct Co., Inc. and Hilton Worldwide. Mr. DeSieno began his career as an auditor with Cherry Bekaert. Mr. DeSieno is a graduate of James Madison University where he obtained a BBA degree in Accounting and a Master of Sciences in Accounting degree. He is also a Virginia Certified Public Accountant.

Gerald Cummins – Mr. Cummins has served as the Company’s Chief Compliance Officer since February 2023 and is a Director at ACA Group (“ACA”). Mr. Cummins also serves as the chief compliance officer for an internally managed business development company and a fund complex with affiliated registered entities that manage two structured credit private funds, an exchange listed business development company and an exchange listed structured credit closed-end fund. He also provides compliance program monitoring and testing support to advisers and registered funds who primarily invest in private equity and private credit. Mr. Cummins has supported registered advisers and registered funds as an outsourced chief compliance officer since 2015. Prior to working as an outsourced chief compliance officer, Mr. Cummins was a consultant for Barclays Capital Inc., where he participated in numerous compliance projects on pricing and valuation. Prior to that, he was the Chief Operating Officer and Chief Compliance Officer for BroadArch Capital and the Chief Financial Officer and Chief Operating Officer to its predecessor New Castle Funds, a long-short equity asset manager with over $1 billion in AUM. Mr. Cummins also spent 25 years at Bear Stearns Asset Management (“BSAM”), an asset manager with over $25 billion in AUM, where he was a Managing Director and held senior compliance, controller and operations risk positions. Mr. Cummins served as a member of the risk, best execution and valuation committees that oversaw 25 hedge and private equity funds. At BSAM, he also served as the head of the hedge fund business controllers unit, and participated in the structuring and launch of numerous hedge funds and fund of funds across multiple equity, fixed income and derivatives strategies. Mr. Cummins holds a B.A. in Mathematics from Fordham University.

Ashlee Steinnerd – Ms. Steinnerd has served as the Company’s Chief Legal Officer since February 2023. Ms. Steinnerd also serves as the Head of Regulatory at Barings and as Chief Legal Officer of BBDC, BCIC, Barings Global Short Duration High Yield Fund, Barings Corporate Investors, PEOC, and Barings Participation Investors. Ms. Steinnerd has been a member of the Barings legal team since 2019, advising Barings on a variety of regulatory issues. Prior to joining Barings, Ms. Steinnerd was Senior Counsel in the Securities and Exchange Commission’s Office of the Investor Advocate. Ms. Steinnerd held several roles during her tenure at the Securities and Exchange Commission between 2011 and 2019. Ms. Steinnerd holds a B.S. in Applied International Finance and Applied International Economics from the American University of Paris, France and a J.D. from Rutgers School of Law.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who own more than 10% of our common stock, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors, and greater than 10% stockholders also are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the year ended December 31, 2023, all Section 16(a) filing requirements applicable to such persons were met in a timely manner.

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Corporate Governance

Code of Business Conduct and Ethics

The Company and Barings are subject to Barings LLC’s Global Code of Ethics Policy, which applies to, among others, our executive officers, including our Chief Executive Officer and Chief Financial Officer, as well as our directors and Barings’ officers, directors and employees.

We will provide any person, without charge, upon request, a copy of our Global Code of Ethics Policy. To receive a copy, please provide a written request to: Barings Private Credit Corporation, Attn: Chief Compliance Officer, 300 South Tryon Street, Suite 2500 Charlotte, North Carolina, 28202. Any material amendments to or waivers of a required provision of the Global Code of Ethics Policy will be reported in a Current Report on Form 8-K.

Under Barings LLC’s Global Code of Ethics Policy, officers, directors and certain employees of Barings must first obtain pre-clearance from Barings’ compliance department before trading in the Company’s securities. The Company has adopted an Insider Trading Policy, which, among other things, governs the purchase, sale, and/or other disposition of the Company’s securities by the Company’s directors and officers, and which the Company believes are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. The Company’s Insider Trading Policy includes restrictions that prohibit directors and officers of the Company from, among other things, engaging in short sales or hedging transactions with respect to the Company’s securities, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds.

Audit Committee

Our Board has established an Audit Committee and Nominating and Corporate Governance Committee, and the Board may establish additional committees from time to time as necessary.

The members of the Audit Committee consist of Mark Mulhern, Jill Olmstead and Thomas Okel, each of whom is financially literate and meets the independence standards established by the SEC for audit committees and is independent for purposes of the 1940 Act. Mr. Mulhern serves as Chairman of the Audit Committee. The Board has designated Mr. Mulhern as an “audit committee financial expert” as that term is defined under Item 407 of Regulation S-K.

The purpose of the Audit Committee is to assist the Board with its oversight responsibilities regarding: (i) the integrity of the Company’s financial statements; (ii) the integrity of the accounting and financial reporting processes of the Company and the audits of the financial statements; (iii) the Company’s compliance with legal and regulatory requirements; (iv) the independent registered public accounting firm’s qualifications and independence; and (v) the performance of the Company’s internal audit function and independent registered public accounting firm. The Audit Committee also assists the Board in establishing and monitoring the application of the valuation policies used for determining the fair value of the Company’s investments that are not publicly traded or for which current market values are not readily available.

The function of the Audit Committee is oversight. The independent accountants are accountable to the Board and the Audit Committee, as representatives of our stockholders. The Board and the Audit Committee have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace our independent accountants (subject, if applicable, to stockholder ratification).

Item 11.  Executive Compensation.

Compensation Discussion and Analysis

We do not currently have any employees and do not expect to have any employees. Our executive officers are employees of Barings and do not receive any direct compensation from us. Barings serves as our external investment adviser and manages our investment portfolio under the terms of the Advisory Agreement, in connection with which

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we pay Barings a base management fee and an incentive fee, the details of which are set forth in “Item 1. Business — Management Agreements”. 

Our day-to-day investment operations are managed by Barings and services necessary for its business, including the origination and administration of its investment portfolio are provided by individuals who are employees of Barings, as investment adviser and administrator, pursuant to the terms of the Advisory Agreement and the Administration Agreement. We reimburse Barings, in its capacity as administrator, for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by us and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. The costs and expenses incurred by Barings on our behalf under the Administration Agreement include, but are not limited to:

• the allocable portion of Barings’ rent for our Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

• the allocable portion of the salaries, bonuses, benefits and expenses of our Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for us under the Administration Agreement;

• the actual cost of goods and services used for us and obtained by Barings from entities not affiliated with us, which is reasonably allocated to us on the basis of assets, revenues, time records or other methods conforming with generally accepted accounting principles;

• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and

• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.

Director Compensation

The Company’s directors are divided into two groups — Interested Directors and Independent Directors. During 2023, Interested Directors did not receive any compensation from the Company for their service as members of the Board of Directors. The compensation table below sets forth compensation that the Company’s Interested and Independent Directors earned during the year ended December 31, 2023.  

Name	Fees Earned or Paid in Cash	All Other Compensation(1)	Total
Mark Mulhern	$60,000	—	$60,000
Thomas W. Okel	$60,000	—	$60,000
Jill Olmstead	$60,000	—	$60,000
Dr. Bernard Harris (2)	$45,000	—	$45,000

(1) All other compensation includes reimbursement of out-of-pocket expenses.

(2) Dr. Harris received compensation for his services as director from Barings LLC. Dr. Harris resigned as a director of the Company effective as of the close of business on May 4, 2023.

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Each Independent Director of the Board is paid an annual board retainer of $60,000, payable in quarterly installments. In addition, the Company reimburses Independent Directors for any out-of-pocket expenses related to their service as members of the Board of Directors. The Independent Directors of the Board do not receive any stock-based compensation for their service as members of the Board. The Company’s directors who are employed by Barings do not receive any compensation for their service as members of the Board.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information with respect to the beneficial ownership of our common stock as of the close of business on February 22, 2024, by our directors and executive officers, both individually and as a group, and by each person known to us to beneficially own 5% or more of the outstanding shares of our common stock. With respect to persons known to us to beneficially own 5% or more of the outstanding shares of our common stock, we base such knowledge on beneficial ownership filings made by the holders with the SEC and other information known to us. Other than as set forth in the table below, none of our directors or executive officers are deemed to beneficially own shares of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

There is no common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of February 22, 2024. Percentage of beneficial ownership is based on 68,694,521 shares of common stock outstanding as of February 22, 2024. Unless otherwise indicated by footnote, the business address of each person listed below is 300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202.

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Name of Beneficial Owner		Number of Shares Beneficially Owned(1)		Percentage of Class (%)(2)
Interested Directors:
Eric Lloyd			—	—
Independent Directors:
Mark F. Mulhern			—	—
Thomas W. Okel			—	—
Jill Olmstead			—	—
Executive Officers:
Bryan High			—	—
Matthew Freund			—	—
Elizabeth Murray			—	—
Michael DeSieno			—	—
Ashlee Steinnerd			—	—
All Directors and Executive Officers as a group (10 persons)			—	—
Five-Percent Stockholders:
Cliffwater Corporate Lending Fund(3)			44,235,355.22	64.4%
*	Less than one percent.
(1)	Beneficial ownership in this column has been determined in accordance with Rule 13d-3 of the Exchange Act. Except as otherwise noted, each beneficial owner of more than five percent of the Company’s common stock and each director and executive officer has sole voting and/or investment power over the shares reported.
(2)	Based on a total of 68,694,521 shares issued and outstanding as of February 22, 2024.
(3)	Based on a Schedule 13D/A filed with the SEC on February 14, 2024, Cliffwater Corporate Lending Fund (“CCLF”), a statutory trust organized under the laws of the state of Delaware, and its investment adviser, Cliffwater LLC, a Delaware limited liability company, share voting and dispositive power over the shares. The address of CCLF’s principal place of business and principal executive office is c/o UMB Fund Services, Inc., 235 W. Galena Street, Milwaukee, Wisconsin 53212. The address of Cliffwater LLC’s principal place of business and principal executive office is 4640 Admiralty Way, 11th floor, Marina del Rey, California 90292. Pursuant to a Fund of Funds Investment Agreement, dated as of August 20, 2021, by and between CCLF and the Company, which provided for the acquisition of the Company’s common stock by CCLF in a manner consistent with the requirements of Rule 12d1-4 under the 1940 Act, CCLF has waived its right to vote all shares of the Company’s common stock to the extent that CCLF’s aggregate ownership represents more than 4.99% of the Company’s outstanding shares.

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to it. For example, the Company has a code of conduct that generally prohibits any employee, officer or director of the Company from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Company. Waivers to the code of conduct can generally only be obtained from the Chief Compliance Officer, a majority of the Board or the chairperson of the Audit Committee and are publicly disclosed as required by applicable law and regulations. In addition, the members of the Audit Committee oversee, on an ongoing basis, and conduct a prior review of all transactions between the Company and related persons (as defined in Item 404 of Regulation S-K) that are required to be disclosed in the Company's proxy statement.

As a BDC, the Company is also subject to certain regulatory requirements that restrict the Company’s ability to engage in certain related-party transactions. The Company has separate policies and procedures that have been adopted to ensure that it does not enter into any such prohibited transactions without seeking necessary approvals, including prohibited transactions under the 1940 Act.

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BDCs generally are prohibited under the 1940 Act from knowingly participating in certain transactions with their affiliates without the prior approval of their independent directors and, in some cases, of the SEC. Those transactions include purchases and sales, and so-called “joint” transactions, in which a BDC and one or more of its affiliates engage in certain types of profit-making activities. Any person that owns, directly or indirectly, 5.0% or more of a BDC’s outstanding voting securities will be considered an affiliate of the BDC for purposes of the 1940 Act, and a BDC generally is prohibited from engaging in purchases or sales of assets or joint transactions with such affiliates, absent the prior approval of the BDC’s independent directors. Additionally, without the approval of the SEC, a BDC is prohibited from engaging in purchases or sales of assets or joint transactions with the BDC’s officers and directors, and investment adviser, including funds managed by the investment adviser and its affiliates.

BDCs may, however, invest alongside certain related parties or their respective other clients in certain circumstances where doing so is consistent with current law and SEC staff interpretations. For example, a BDC may invest alongside such accounts consistent with guidance promulgated by the SEC staff permitting the BDC and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that the BDC’s investment adviser, acting on the BDC’s behalf and on behalf of other clients, negotiates no term other than price. Co-investment with such other accounts is not permitted or appropriate under this guidance when there is an opportunity to invest in different securities of the same issuer or where the different investments could be expected to result in a conflict between the BDC’s interests and those of other accounts.

The 1940 Act generally prohibits BDCs from making certain negotiated co-investments with certain affiliates absent an order from the SEC permitting the BDC to do so. Pursuant to Barings’ existing SEC Co-Investment Exemptive Relief, the Company is generally permitted to co-invest with funds affiliated with Barings if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Company’s independent directors 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 stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned and (2) the transaction is consistent with the interests of the Company's stockholders and is consistent with the Company’s investment objective and strategies. Co-investments made under the Co-Investment Exemptive Relief are subject to compliance with the conditions and other requirements contained in the Co-Investment Exemptive Relief, which could limit the Company’s ability to participate in a co-investment transaction.

The Company’s executive officers and the members of the Investment Committee, as well as the other principals of Barings, manage other funds affiliated with Barings, including BBDC and BCIC and other closed-end investment companies. In addition, Barings’ investment team has responsibilities for managing U.S. and global middle-market debt investments for certain other investment funds and accounts. Accordingly, they have obligations to investors in those entities, the fulfillment of which may not be in the best interests of, or may be adverse to the interests of, the Company or its stockholders. In addition, certain of the other funds and accounts managed by Barings may provide for higher management or incentive fees, greater expense reimbursements or overhead allocations, or permit Barings and its affiliates to receive higher origination and other transaction fees, all of which may contribute to this conflict of interest and create an incentive for Barings to favor such other funds or accounts. Although the professional staff of Barings will devote as much time to the Company’s management as appropriate to enable Barings to perform its duties in accordance with the Advisory Agreement, the investment professionals of Barings may have conflicts in allocating their time and services among the Company, on the one hand, and the other investment vehicles managed by Barings or one or more of its affiliates on the other hand.

Barings may face conflicts in allocating investment opportunities between the Company and affiliated investment vehicles that have overlapping investment objectives with ours, including BBDC and BCIC. In addition, the Company may not be made aware of and/or be given the opportunity to participate in certain investments made by investment funds which are managed by advisers affiliated with Barings and do not participate in the co-investment program described in the Co-Investment Exemptive Relief. In situations where co-investment with other affiliated funds or accounts is not permitted or appropriate, Barings will need to decide which account will proceed with the investment in accordance with its allocation policies and procedures. Although Barings will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its allocation policies and procedures, it is possible that, in the future, the Company may not be given the opportunity to participate in investments made by investment funds managed by Barings or an investment manager affiliated with Barings if such

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investment is prohibited by the Co-Investment Exemptive Relief or the 1940 Act. These restrictions, and similar restrictions that limit the Company’s ability to transact business with its officers or directors or their affiliates, including funds managed by Barings, may limit the scope of investment opportunities that would otherwise be available to the Company.

Advisory Agreement

The Company is party to the Advisory Agreement with Barings, in which certain directors and officers of the Company and members of the Investment Committee may have indirect ownership and pecuniary interests. Under the Advisory Agreement, the Company pays Barings (i) the Base Management Fee and (ii) the Incentive Fee as compensation for the investment advisory and management services it provides the Company thereunder. See “Item 1. Business — Management Agreements” for more information regarding the Advisory Agreement.

For the year ended December 31, 2023, the amount of Base Management Fee incurred was $16.8 million. For the year ended December 31, 2023, the amount of Incentive Fee incurred was approximately $11.2 million.

Sub-Advisory Agreement

Barings has retained BIIL, its indirect, wholly-owned subsidiary, as a sub-adviser to manage our European investments, pursuant to the terms of the Sub-Advisory Agreement. BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London.

Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory serves with respect to our European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as our investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.

Administration Agreement

Under the terms of the Administration Agreement, Barings also performs (or oversees, or arranges for, the performance of) the administrative services necessary for Barings to operate, including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as Barings, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. Barings also, on our behalf and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable. See "Item 11. Executive Compensation" above for more information.

For the year ended December 31, 2023, the amount of administration expense incurred and invoiced by Barings for expenses was $1.8 million.

See “Item 1. Business — Management Agreements” for more information regarding the Administration Agreement.

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Expense Support and Conditional Reimbursement Agreement

We have entered into the Expense Support Agreement with Barings, pursuant to which Barings may elect to make Expense Payments on our behalf, including organization and offering expenses, provided that no portion of the payment will be used to pay any of our interest expense or distribution and/or shareholder servicing fees. Any Expense Payment that Barings commits to pay must be paid by Barings to us in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from us to Barings or its affiliates.

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

The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

Our obligation to make a Reimbursement Payment will automatically become a liability of ours on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by us to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.

Either we or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by us to Barings will remain our obligation following any such termination, subject to the terms of the Expense Support Agreement.

There were no Expense Payments or Reimbursement Payments made during the year ended December 31, 2023.

July 2026 Notes

On July 29, 2021, we entered into the July 2021 NPA governing the issuance of (1) $75.0 million in aggregate principal amount of the Series A Notes, (2) $38.0 million in aggregate principal amount of the Series B Notes, and (3) $37.0 million in aggregate principal amount of the Series C Notes, in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes. Barings also serves as investment adviser to additional holders of the July 2026 Notes.

The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition, Liquidity and

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Capital Resources” included in Item 7 of Part II of this Annual Report on Form 10-K for more information regarding the July 2021 NPA and the July 2026 Notes.

Director Independence

While we are not listed on any public securities exchange, we comply with listing standards of the New York Stock Exchange (“NYSE”) requiring listed companies to have a board of directors with at least a majority of independent directors. The NYSE listing standards provide that a director of a business development company will be considered to be independent if he or she is not an “interested person” of the Company, as defined in Section 2(a)(19) of the 1940 Act.

Based on these standards, the Board has determined that Ms. Olmstead and Messrs. Mulhern and Okel are independent (or not “interested persons” of the Company). Based upon information requested from each such director concerning his or her background, employment and affiliations, the Board has affirmatively determined that none of the independent directors has a material business or professional relationship with the Company, other than in his or her capacity as a member of the Board or any committee thereof. None of the members of the Audit Committee and Nominating and Corporate Governance Committee are “interested persons,” as defined in Section 2(a)(19) of the 1940 Act, of the Company.

Item 14.  Principal Accountant Fees and Services.

The Audit Committee and the Board, including a majority of the independent directors, have selected KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG LLP also will serve as the independent auditors for all of the Company’s wholly-owned subsidiaries and joint ventures with CPCF BPCC LLC, Thompson Rivers LLC and Waccamaw River LLC.

Independent Registered Public Accounting Firm’s Fees

The following table provides information regarding the fees billed by KPMG LLP for work performed for the fiscal years ended December 31, 2023 and 2022 or attributable to the audit of the Company’s 2023 or 2022 financial statements: 

($ in thousands)	Fiscal Year Ended December 31, 2023	Fiscal Year Ended December 31, 2022
Audit Fees (1)	$782,855	$757,765
Audit Related Fees	55,000	114,256
Tax Fees	65,195	55,000
Total Fees	$903,050	$927,021

(1) During the fiscal years ended December 31, 2023 and 2022, KPMG LLP billed aggregate non-audit fees of $43,069 and $43,387 related to Barings LLC for services rendered to Barings LLC.

Audit Fees. Audit fees include fees for services that normally would be provided by the accountant in connection with statutory and regulatory filings or engagements and that generally only the independent accountant can provide. In addition to fees for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting and the review of the Company’s quarterly financial statements in accordance with generally accepted auditing standards, this category contains fees for comfort letters, statutory audits, consents, and assistance with and review of documents filed with the SEC.

Audit Related Fees. Audit related fees are assurance related services that traditionally are performed by the independent accountant, such as attest services that are not required by statute or regulation.

Tax Fees. Tax fees include corporate and subsidiary compliance and consulting.

All Other Fees. Fees for other services would include fees for products and services other than the services reported above, including any non-audit fees.

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Pre-Approval Policies and Procedures

The Audit Committee has established, and the Board of Directors has approved, a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by the Company’s independent registered accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent registered accounting firm in order to assure that the provision of such service does not impair the firm’s independence.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at a subsequent meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered accounting firm to management. During 2023 and 2022, 100% of the Company’s audit fees, audit-related fees, tax fees and fees for other services provided by the Company’s independent registered public accounting firm were pre-approved by the Audit Committee.

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PART IV

Item 15.  Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Report:

(1) Financial Statements

Barings Private Credit Corporation Financial Statements: 

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-2
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021	F-3
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021	F-6
Consolidated Schedule of Investments as of December 31, 2023	F-8
Consolidated Schedule of Investments as of December 31, 2022	F-36
Notes to Consolidated Financial Statements	F-60

(2) Financial Statement Schedules

None.

Schedules that are not listed herein have been omitted because they are not applicable or the information required to be set forth therein is included in the Consolidated Financial Statements or notes thereto.

(3) List of Exhibits

The exhibits required by Item 601 of Regulation S-K, except as otherwise noted, have been filed with previous reports by the Registrant and are herein incorporated by reference.

Number	Exhibit
2.1	Purchase and Sale Agreement, dated as of May 12, 2021, by and among the Company, as buyer, and Massachusetts Mutual Life Insurance Company and C.M. Life Insurance Company, as sellers (Filed as Exhibit 2.1 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).
3.1	Articles of Incorporation (Filed as Exhibit 3.1 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).
3.2	Bylaws of the Registrant (Filed as Exhibit 3.2 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).
4.1	Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934. (Filed as Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 814-01397), filed with the SEC on February 23, 2022 and incorporated herein by reference).
10.1	Amended and Restated Investment Advisory Agreement, dated November 10, 2021, between the Company and the Adviser (Filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on November 15, 2021 and incorporated herein by reference).
10.2	Sub-Advisory Agreement between the Company, the Adviser and Sub-Adviser (Filed as Exhibit 10.2 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).

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Number	Exhibit
10.3	Administration Agreement, dated May 13, 2021, between the Company and the Administrator (Filed as Exhibit 10.3 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).
10.4	Trademark License Agreement, dated May 13, 2021, between the Company and the Adviser (Filed as Exhibit 10.4 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).
10.5	Dividend Reinvestment Plan (Filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 814-01397), filed with the SEC on February 23, 2022 and incorporated herein by reference).
10.6	Form of Indemnification Agreement for Directors and Officers (Filed as Exhibit 10.6 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on May 10, 2021 and incorporated herein by reference).
10.7	Master Custodian Agreement, dated August 2, 2018, by and between the Company and State Street Bank and Trust Company (Filed as Exhibit 10.7 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on May 10, 2021 and incorporated herein by reference).
10.8	Form of Subscription Agreement (Filed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 814-01397), filed with the SEC on February 23, 2022 and incorporated herein by reference).
10.9	Expense Support and Conditional Reimbursement Agreement between the Company and the Adviser (Filed as Exhibit 10.9 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).
10.10	Revolving Credit and Security Agreement, dated as of May 11, 2021, among BPC Funding LLC as borrower, the lenders from time to time parties thereto, BNP Paribas as administrative agent, Barings Private Credit LLC as equityholder and as servicer, and State Street Bank and Trust Company as collateral agent (Filed as Exhibit 10.10 to Amendment No. 1 to the Company's Registration Statement on Form 10 (File No. 000-56280) filed with the SEC on June 23, 2021 and incorporated herein by reference).
10.11	First Amendment to Revolving Credit and Security Agreement, dated as of November 18, 2021, among BPC Funding LLC as borrower, the lenders parties thereto, BNP Paribas as administrative agent, Barings Private Credit Corporation as equityholder and as servicer, and State Street Bank and Trust Company as collateral agent.(Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2021 and incorporated herein by reference).
10.12	Note Purchase Agreement by and between the Company and the purchasers party thereto, dated July 29, 2021 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 3, 2021 and incorporated herein by reference).
10.13	Second Amendment to Revolving Credit and Security Agreement, dated as of March 9, 2022, among BPC Funding LLC as borrower, the lenders parties thereto, BNP Paribas as administrative agent, Barings Private Credit Corporation as equityholder and as servicer, and State Street Bank and Trust Company as collateral agent. (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 15, 2022 and incorporated herein by reference).
10.14	Note Purchase Agreement by and between the Company and the purchasers party thereto, dated May 10, 2022. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 16, 2022 and incorporated herein by reference).

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Number	Exhibit
10.15	Senior Secured Revolving Credit Agreement, by and among the Company, as borrower, Sumitomo Mitsui Banking Corporation, as administrative agent, lead arranger and sole bookrunner, and lenders from time to time party thereto, dated March 6, 2023. (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2023 and incorporated herein by reference).
10.16	Commitment Increase Supplement, dated April 17, 2023, by and among the Company, as borrower, Regions Bank, as assuming lender, and Sumitomo Mitsui Banking Corporation, as administrative agent. (Filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2023 and incorporated herein by reference).
10.17	Note Purchase Agreement, dated as of August 23, 2023, by and among Barings Private Credit Corporation CLO 2023-1 Ltd., as issuer, Barings Private Credit CLO 2023-1, LLC, as co-issuer and BNP Paribas Securities Corp., as initial purchaser (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 814-01397) filed with the SEC on August 29, 2023 and incorporated herein by reference).
10.18	Indenture, dated as of August 23, 2023, by and among Barings Private Credit Corporation CLO 2023-1 Ltd., as issuer, Barings Private Credit CLO 2023-1, LLC, as co-issuer, and State Street Bank and Trust Company, as collateral trustee (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 814-01397) filed with the SEC on August 29, 2023 and incorporated herein by reference).
10.19	Class A-2 Credit Agreement, dated as of August 23, 2023, by and among Barings Private Credit Corporation CLO 2023-1 Ltd., as borrower, Barings Private Credit CLO 2023-1, LLC, as co-borrower, various financial institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 814-01397) filed with the SEC on August 29, 2023 and incorporated herein by reference).
10.20	Collateral Management Agreement, dated as of August 23, 2023, by and between Barings Private Credit Corporation CLO 2023-1 Ltd., as issuer, and Barings Private Credit Corporation, as collateral manager (Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 814-01397) filed with the SEC on August 29, 2023 and incorporated herein by reference).
10.21	Master Loan Sale Agreement, dated as of August 23, 2023, by and between Barings Private Credit Corporation, as seller, and Barings Private Credit Corporation CLO 2023-1 Ltd., as buyer (Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 814-01397) filed with the SEC on August 29, 2023 and incorporated herein by reference).
10.22	Master Participation and Assignment Agreement, dated as of August 23, 2023, by and between BPC Funding LLC, as seller, and Barings Private Credit Corporation CLO 2023-1 Ltd., as buyer (Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 814-01397) filed with the SEC on August 29, 2023 and incorporated herein by reference).
10.23	First Amendment to Senior Secured Revolving Credit Agreement, by and among the Company, as borrower, the subsidiary guarantors party thereto solely with respect to Section 5.9 therein, the lenders party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent, dated December 14, 2023 (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2023 and incorporated herein by reference).
21.1	List of Subsidiaries*
31.1	Chief Executive Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Chief Financial Officer Certification Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

115

Number	Exhibit
32.1	Chief Executive Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Chief Financial Officer Certification pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
99.1	Form of Fund of Funds Agreement between Registrant (as Acquired Fund) and Certain Stockholder(s) (Filed as Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 814-01397), filed with the SEC on February 23, 2022 and incorporated herein by reference).
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because XBRL tags are embedded within the Inline XBRL document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)*

*	Filed herewith.
**	Furnished herewith.

(b) Exhibits

See Item 15(a)(3) above.

(c) Financial Statement Schedules

See Item 15(a)(2) above.

116

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 22, 2024

BARINGS PRIVATE CREDIT CORPORATION
By:	/s/    Bryan High
	Name: Bryan High
	Title: Chief Executive Officer

117

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    Bryan High	Chief Executive Officer (Principal Executive Officer)	February 22, 2024
Bryan High
/s/    Matthew Freund	President	February 22, 2024
Matthew Freund
/s/    Elizabeth A. Murray	Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)	February 22, 2024
Elizabeth A. Murray
/s/    Michael A. DeSieno	Chief Accounting Officer (Principal Accounting Officer)	February 22, 2024
Michael A. DeSieno
/s/    Eric Lloyd	Chairman of the Board	February 22, 2024
Eric Lloyd
/s/    Mark F. Mulhern	Director	February 22, 2024
Mark F. Mulhern
/s/    Thomas W. Okel	Director	February 22, 2024
Thomas W. Okel
/s/    Jill Olmstead	Director	February 22, 2024
Jill Olmstead

Barings Private Credit Corporation

Index to Financial Statements and Financial Statement Schedules

	Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Charlotte, North Carolina, PCAOB ID: 185)	F-1
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-2
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021	F-3
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021	F-6
Consolidated Schedule of Investments as of December 31, 2023	F-8
Consolidated Schedule of Investments as of December 31, 2022	F-36
Notes to Consolidated Financial Statements	F-60

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Barings Private Credit Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Barings Private Credit Corporation and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2023 and 2022, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the two‑year period ended December 31, 2023 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two‑year period ended December 31, 2023 and for the period from May 10, 2021 to December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities owned as of December 31, 2023 and 2022, by correspondence with the custodians, agents, the underlying investee or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2021.

/s/ KPMG LLP

Charlotte, North Carolina

February 22, 2024

F-1

Barings Private Credit Corporation

Consolidated Balance Sheets

(in thousands, except share and per share data)

	December 31,
	2023		2022
Assets:
Investments at fair value:
Non-Control / Non-Affiliate investments (cost of $2,219,083 and $2,073,049 at December 31, 2023 and December 31, 2022, respectively)	$	2,187,808	$	2,023,356
Affiliate investments (cost of $248,644 and $114,452 as of December 31, 2023 and December 31, 2022, respectively)	271,121		134,524
Total investments at fair value	2,458,929		2,157,880
Cash (restricted cash of $8,823 and $11,003 at December 31, 2023 and December 31, 2022, respectively)	57,502		79,528
Foreign currencies (cost of $25,647 and $11,777 as of December 31, 2023 and December 31, 2022, respectively)	26,061		11,913
Interest and fees receivable	49,397		32,959
Prepaid expenses and other assets	380		254
Derivative assets	85		3,172
Deferred financing fees	5,027		4,192
Receivable from unsettled transactions	1,953		2,014
Total assets	$	2,599,334	$	2,291,912
Liabilities:
Accounts payable and accrued liabilities	$	3,209	$	1,753
Interest payable	22,019		11,335
Administrative fees payable	400		1,053
Base management fees payable	4,376		6,757
Incentive management fees payable	2,975		3,074
Derivative liabilities	24,316		34,389
Payable from unsettled transactions	277		35,367
Borrowings under credit facilities	535,467		795,284
Debt securitization (net of deferred financing fees)	400,094		—
Notes payable (net of deferred financing fees)	299,206		297,038
Secured borrowings	—		18,559
Total liabilities	1,292,339		1,204,609
Commitments and contingencies (Note 7)
Net Assets:
Common stock, $0.001 par value per share (499,950,000 shares authorized, 62,714,487 and 52,900,314 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)	63		53
Additional paid-in capital	1,281,007		1,076,497
Total distributable earnings	25,925		10,753
Total net assets	1,306,995		1,087,303
Total liabilities and net assets	$	2,599,334	$	2,291,912
Net asset value per share	$	20.84	$	20.55

See accompanying notes.

F-2

Barings Private Credit Corporation

Consolidated Statements of Operations

(in thousands, except share and per share data)

	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
	December 31, 2023		December 31, 2022		December 31, 2021
Investment income:
Interest income:
Non-Control / Non-Affiliate investments	$	220,488	$	122,826	$	34,287
Affiliate investments	813		557		132
Short-term investments	—		—		1
Total interest income	221,301		123,383		34,420
Dividend income:
Non-Control / Non-Affiliate investments	3,640		1,553		—
Affiliate investments	18,216		13,344		5,058
Total dividend income	21,856		14,897		5,058
Fee and other income:
Non-Control / Non-Affiliate investments	14,046		13,606		6,865
Affiliate investments	84		32		25
Total fee and other income	14,130		13,638		6,890
Payment-in-kind interest income:
Non-Control / Non-Affiliate investments	10,231		5,652		409
Affiliate investments	177		—		—
Total payment-in-kind interest income	10,408		5,652		409
Interest income from cash	222		13		—
Total investment income	267,917		157,583		46,777
Operating expenses:
Interest and other financing fees	87,309		37,867		7,404
Base management fee (Note 2)	16,774		11,775		3,665
Incentive management fees (Note 2)	11,192		3,074		—
Other general and administrative expenses (Note 2)	5,632		5,528		2,346
Total operating expenses	120,907		58,244		13,415
Base management fee waived (Note 2)	—		—		(1,489)
Net operating expenses	120,907		58,244		11,926
Net investment income before taxes	147,010		99,339		34,851
Income taxes, including excise tax expense	1,280		948		471
Net investment income	145,730		98,391		34,380

F-3

Barings Private Credit Corporation Consolidated Statements of Operations — (Continued) (in thousands, except share and per share data)
	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
	December 31, 2023		December 31, 2022		December 31, 2021
Realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts:
Net realized gains (losses):
Non-Control / Non-Affiliate investments	$	(4,203)	$	(12,971)	$	(472)
Net realized gains (losses) on investments	(4,203)		(12,971)		(472)
Foreign currency transactions	3,916		3,451		3,379
Forward currency contracts	(11,432)		38,825		1,455
Net realized gains (losses)	(11,719)		29,305		4,362
Net unrealized appreciation (depreciation):
Non-Control / Non-Affiliate investments	18,789		(47,760)		(2,156)
Affiliate investments	1,512		16,785		3,287
Net unrealized appreciation (depreciation) on investments	20,301		(30,975)		1,131
Foreign currency transactions	(7,474)		6,766		2,033
Forward currency contracts	4,959		(23,608)		(262)
Net unrealized appreciation (depreciation)	17,786		(47,817)		2,902
Net realized gains (losses) and unrealized appreciation (depreciation) on investments, foreign currency transactions and forward currency contracts	6,067		(18,512)		7,264
Net increase in net assets resulting from operations	$	151,797	$	79,879	$	41,644
Net investment income per share — basic and diluted	$	2.49	$	2.01	$	1.20
Net increase in net assets resulting from operations per share — basic and diluted	$	2.59	$	1.63	$	1.45
Dividends / distributions per share:
Total dividends / distributions per share	$	2.31	$	1.74	$	0.81
Weighted average number of shares outstanding — basic and diluted	58,615,573		49,024,108		28,722,806

See accompanying notes.

F-4

Barings Private Credit Corporation

Consolidated Statements of Changes in Net Assets 

(in thousands, except share amounts)

	Common Stock			Additional Paid-In Capital		Total Distributable Earnings (Loss)
For the period from May 10, 2021 (commencement of operations) to December 31, 2021	Number of Shares	Par Value						Total Net Assets
Balance, May 10, 2021(1)	50	$	—	$	1	$	(58)	$	(57)
Net investment income	—	—		—		34,380		34,380
Net realized gain on investments / foreign currency transactions / forward currency contracts	—	—		—		4,362		4,362
Net unrealized appreciation on investments / foreign currency transactions / forward currency contracts	—	—		—		2,902		2,902
Return of capital and other tax related adjustments	—	—		(677)		678		1
Issuance of common stock	40,551,193	41		819,400		—		819,441
Distributions declared from earnings	—	—		—		(26,622)		(26,622)
Repurchase of shares from Adviser	(50)	—		(1)		—		(1)
Balance, December 31, 2021	40,551,193	$	41	$	818,723	$	15,642	$	834,406
Net investment income	—	—		—		98,391		98,391
Net realized gain on investments / foreign currency transactions / forward currency contracts	—	—		—		29,305		29,305
Net unrealized depreciation on investments / foreign currency transactions / forward currency contracts	—	—		—		(47,817)		(47,817)
Return of capital and other tax related adjustments	—	—		(1,059)		1,059		—
Dividends/distributions	21,569	—		451		(85,827)		(85,376)
Issuance of common stock	12,327,552	12		258,382		—		258,394
Balance, December 31, 2022	52,900,314	$	53	$	1,076,497	$	10,753	$	1,087,303
Net investment income	—	—		—		145,730		145,730
Net realized gain on investments / foreign currency transactions / forward currency contracts	—	—		—		(11,719)		(11,719)
Net unrealized depreciation on investments / foreign currency transactions / forward currency contracts	—	—		—		17,786		17,786
Return of capital and other tax related adjustments	—	—		708		(708)		—
Purchases of shares in repurchase plan	(1,850,649)	(2)		(38,529)		—		(38,531)
Dividends/distributions	275,127	—		5,719		(135,917)		(130,198)
Issuance of common stock	11,389,695	12		236,612		—		236,624
Balance, December 31, 2023	62,714,487	63		1,281,007		25,925		1,306,995

(1)The beginning balance of $(57) relates to organizational costs and professional fees incurred prior to commencement of operations.

See accompanying notes.

F-5

Barings Private Credit Corporation

Consolidated Statements of Cash Flows

(in thousands)

	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
	December 31, 2023		December 31, 2022		December 31, 2021
Cash flows from operating activities:
Net increase in net assets resulting from operations	$	151,797	$	79,879	$	41,644
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
Purchases of portfolio investments	(716,663)		(971,500)		(968,917)
Purchases of portfolio investments from MassMutual	—		—		(602,371)
Repayments received / sales of portfolio investments	413,368		170,104		185,797
Purchases of short-term investments	—		—		(152,000)
Sales of short-term investments	—		—		152,000
Loan origination and other fees received	13,245		20,305		22,421
Net realized (gain) loss on investments	4,203		12,971		472
Net realized (gain) loss on foreign currency transactions	(3,916)		(3,451)		(3,379)
Net realized (gain) loss on forward currency contracts	11,432		(38,825)		(1,455)
Net unrealized (appreciation) depreciation on investments	(20,301)		30,975		(1,131)
Net unrealized (appreciation) depreciation on foreign currency transactions	7,474		(6,766)		(2,033)
Net unrealized (appreciation) depreciation on forward currency contracts	(4,959)		23,608		262
Payment-in-kind interest / dividends	(18,467)		(7,050)		409
Amortization of deferred financing fees	1,895		1,339		547
Amortization of offering costs	—		97		177
Accretion of loan origination and other fees	(10,432)		(10,543)		(5,844)
Amortization / accretion of purchased loan premium / discount	(1,224)		(321)		(5)
Payments for derivative contracts	(34,407)		(3,972)		(289)
Proceeds from derivative contracts	22,975		42,797		1,744
Changes in operating assets and liabilities:
Interest and fees receivables	(14,686)		(13,457)		(18,579)
Prepaid expenses and other assets	(126)		(61)		(355)
Accounts payable and accrued liabilities	(2,506)		9,586		2,657
Interest payable	10,679		7,534		3,780
Net cash provided by (used in) operating activities	(190,619)		(656,751)		(1,344,448)
Cash flows from financing activities:
Borrowings under credit facilities	201,500		357,707		586,615
Repayments under credit facilities	(465,908)		(78,321)		(56,064)
Proceeds from debt securitization	402,500		—		—
Proceeds from notes payable	—		155,000		150,000
Proceeds from secured borrowings	57,161		18,559		—
Repayments from secured borrowings	(75,720)		—		—
Financing fees paid	(4,996)		(1,274)		(5,419)
Issuance of common stock	236,624		258,394		819,441
Purchases of shares in repurchase plan	(38,222)		—		—
Cash dividends / distributions paid	(130,198)		(85,376)		(26,622)
Purchase of shares from Adviser	—		—		(1)
Net cash provided by (used in) financing activities	182,741		624,689		1,467,950
Net increase (decrease) in cash and foreign currencies	(7,878)		(32,062)		123,502
Cash and foreign currencies, beginning of period	91,441		123,503		1
Cash and foreign currencies, end of period	$	83,563	$	91,441	$	123,503

F-6

Barings Private Credit Corporation Consolidated Statements of Cash Flows - (Continued) (in thousands)
	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
	December 31, 2023		December 31, 2022		December 31, 2021
Supplemental disclosure of cash flow information:
Cash paid for interest	$	71,444	$	29,390	$	2,997
Excise taxes paid during the period	$	1,112	$	470	$	—
Summary of non-cash financing transactions:
Dividends/distributions paid through DRIP share issuances	$	5,719	$	451	$	—
Share repurchases payable (1)	$	307	$	—	$	—

(1)Share repurchases payable are included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets as of December 31, 2023.

See accompanying notes.

F-7

Barings Private Credit Corporation

Consolidated Schedule of Investments

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.	IT Consulting & Other Services	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	05/21	07/25	$	10,785	$	10,748	$	10,785	0.8	%	(5) (6) (7) (8) (17)
						10,785		10,748		10,785
A.T. Holdings II LTD	Other Financial	First Lien Senior Secured Term Loan	14.3% Cash	11/22	09/29	15,000		15,000		14,025		1.1	%	(3) (7) (28)
						15,000		15,000		14,025
Accelerant Holdings	Banking, Finance, Insurance & Real Estate	Class A Convertible Preferred Equity (5,000 shares)	N/A	01/22	N/A			5,000		5,858		0.4	%	(7) (26) (28)
		Class B Convertible Preferred Equity (1,651 shares)	N/A	12/22	N/A			1,667		1,950		0.1	%	(7) (26) (28)
								6,667		7,808
Acclime Holdings HK Limited	Business Services	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.6% Cash	08/21	08/27	7,500		7,352		7,382		0.6	%	(3) (5) (7) (8) (17)
						7,500		7,352		7,382
Accurus Aerospace Corporation	Aerospace & Defense	First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.8% Cash	04/22	04/28	13,189		13,038		12,793		1.0	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.25%, 10.8% Cash	04/22	04/28	1,003		988		961		0.1	%	(7) (8) (16) (28) (29)
		Common Stock (262,573.98 shares)	N/A	04/22	N/A			263		307		—	%	(7) (26) (28)
						14,192		14,289		14,061
Acogroup	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK	05/21	10/26	1,326		1,447		1,178		0.1	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	EURIBOR + 4.65%, 8.6% Cash, 2.3% PIK	03/22	10/26	28,867		28,266		25,663		2.0	%	(3) (7) (8) (10) (28)
						30,193		29,713		26,841
Adhefin International	Industrial Other	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.4% Cash	05/23	05/30	1,831		1,760		1,778		0.1	%	(3) (7) (8) (10) (28) (29)
		Subordinated Term Loan	EURIBOR + 10.5% PIK, 14.4% PIK	05/23	11/30	307		296		300		—	%	(3) (7) (8) (10) (28)
						2,138		2,056		2,078
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)	Health Care Services	First Lien Senior Secured Term Loan	BBSY + 5.75%, 10.0% Cash	05/21	03/25	699		793		694		0.1	%	(3) (5) (7) (8) (14)
						699		793		694
Air Comm Corporation, LLC	Aerospace & Defense	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.3% Cash	06/21	07/27	24,510		24,205		24,118		1.8	%	(5) (6) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	06/21	07/27	1,296		1,263		1,296		0.1	%	(7) (8) (16) (28)
						25,806		25,468		25,414
AirX Climate Solutions, Inc.	Diversified Manufacturing	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	11/23	11/29	9,197		8,849		8,842		0.7	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 6.25%, 11.7% Cash	11/23	11/29	—		(50)		(51)		—	%	(7) (8) (16) (28) (29)
						9,197		8,799		8,791
AIT Worldwide Logistics Holdings, Inc.	Transportation Services	Second Lien Senior Secured Term Loan	SOFR + 7.50%, 13.0% Cash	05/21	04/29	7,220		7,100		7,155		0.5	%	(5) (7) (8) (15)
						7,220		7,100		7,155
AlliA Insurance Brokers NV	Insurance	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	03/23	03/30	3,548		3,320		3,443		0.3	%	(3) (5) (7) (8) (10) (29)
						3,548		3,320		3,443

F-8

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Amalfi Midco	Healthcare	Subordinated Loan Notes	2.0% Cash, 9.0% PIK	09/22	09/28	$	5,539	$	4,902	$	4,824	0.4	%	(3) (7) (28)
		Class B Common Stock (93,165,208 shares)	N/A	09/22	N/A			1,040		1,188		0.1	%	(3) (7) (26) (28)
		Warrants (380,385 units)	N/A	09/22	N/A			4		529		—	%	(3) (7) (26) (28)
						5,539		5,946		6,541
Americo Chemical Products, LLC	Chemicals	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	04/23	04/29	2,763		2,700		2,741		0.2	%	(7) (8) (15) (28)
		Revolver	SOFR + 5.50%, 10.9% Cash	04/23	04/29	—		(31)		(11)		—	%	(7) (8) (15) (28) (29)
		Common Stock (262,093 shares)	N/A	04/23	N/A			262		265		—	%	(7) (26)
						2,763		2,931		2,995
Amtech LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.4% Cash	11/21	11/27	3,577		3,529		3,557		0.3	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.50%, 11.4% Cash	11/21	11/27	164		158		161		—	%	(7) (8) (16) (28) (29)
						3,741		3,687		3,718
AnalytiChem Holding GmbH	Chemicals	First Lien Senior Secured Term Loan	BBSY + 6.25%, 10.4% Cash	11/21	10/28	1,363		1,424		1,340		0.1	%	(3) (5) (7) (8) (13)
		First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	11/21	10/28	6,913		6,866		6,797		0.5	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	04/22	10/28	7,490		7,264		7,365		0.6	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	EURIBOR + 7.00%, 11.0% Cash	01/23	10/28	2,299		2,149		2,276		0.2	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.9% Cash	11/21	10/28	951		951		935		0.1	%	(3) (5) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.9% Cash	06/22	10/28	1,283		1,283		1,262		0.1	%	(3) (5) (7) (8) (16)
						20,299		19,937		19,975
Anju Software, Inc.	Application Software	Super Senior Secured Term Loan	10.0% PIK	10/23	06/25	93		87		86		—	%	(5) (7) (8) (29)
		First Lien Senior Secured Term Loan	8.0% PIK	05/21	06/25	1,410		1,408		995		0.1	%	(5) (7) (8) (27)
						1,503		1,495		1,081
APC1 Holding	Diversified Manufacturing	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 9.4% Cash	07/22	07/29	2,541		2,314		2,505		0.2	%	(3) (5) (7) (8) (10)
						2,541		2,314		2,505
Apex Bidco Limited	Business Equipment & Services	First Lien Senior Secured Term Loan	SONIA + 5.75%, 11.1% Cash	05/21	01/27	431		471		431		—	%	(3) (5) (7) (8) (18)
		First Lien Senior Secured Term Loan	SONIA + 6.50%, 11.7% Cash	10/23	01/27	881		818		854		0.1	%	(3) (5) (7) (8) (18)
						1,312		1,289		1,285
APOG Bidco Pty Ltd	Healthcare	Second Lien Senior Secured Term Loan	BBSY + 7.25%, 11.6% Cash	04/22	03/30	1,106		1,193		1,090		0.1	%	(3) (5) (7) (8) (12)
						1,106		1,193		1,090
Aptus 1829. GmbH	Chemicals, Plastics, and Rubber	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.4% Cash, 1.5% PIK	09/21	09/27	2,415		2,517		2,015		0.2	%	(3) (5) (7) (8) (11)
		Preferred Stock (14 shares)	N/A	09/21	N/A			122		4		—	%	(3) (7) (26) (28)
		Common Stock (49 shares)	N/A	09/21	N/A			12		—		—	%	(3) (7) (26) (28)
						2,415		2,651		2,019
Apus Bidco Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SONIA + 5.50%, 10.7% Cash	05/21	03/28	1,212		1,315		1,195		0.1	%	(3) (5) (7) (8) (18)
						1,212		1,315		1,195

F-9

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
AQA Acquisition Holding Inc	High Tech Industries	Second Lien Senior Secured Term Loan	SOFR + 7.50%, 13.0% Cash	05/21	03/29	$	7,460	$	7,309	$	7,437	0.6	%	(5) (7) (8) (16)
						7,460		7,309		7,437
Aquavista Watersides 2 LTD	Transportation Services	First Lien Senior Secured Term Loan	SONIA + 6.00%, 11.2% Cash	12/21	12/28	2,980		3,009		2,707		0.2	%	(3) (5) (7) (8) (19) (29)
		Second Lien Senior Secured Term Loan	SONIA + 10.5% PIK, 15.7% PIK	12/21	12/28	855		866		791		0.1	%	(3) (7) (8) (19) (28)
						3,835		3,875		3,498
Arc Education	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 9.7% Cash	07/22	07/29	2,627		2,395		2,561		0.2	%	(3) (5) (7) (8) (10) (29)
						2,627		2,395		2,561
Archimede	Consumer Services	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.4% Cash	05/21	10/27	14,913		14,816		14,425		1.1	%	(3) (5) (7) (8) (10)
						14,913		14,816		14,425
Argus Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 10.7% Cash	07/22	07/29	281		269		267		—	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 10.7% Cash	08/22	07/29	2,002		1,854		1,897		0.1	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 10.7% Cash	09/22	07/29	687		626		652		—	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 4.00%, 9.3% Cash, 3.3% PIK	07/22	07/29	263		257		250		—	%	(3) (5) (7) (8) (16)
		First Lien Senior Secured Term Loan	SONIA + 6.50%, 11.4% Cash	07/22	07/29	—		(22)		(56)		—	%	(3) (5) (7) (8) (18) (29)
		Second Lien Senior Secured Term Loan	10.5% PIK	07/22	07/29	1,565		1,451		1,468		0.1	%	(3) (5) (7) (28)
		Preferred Stock (83,120 shares)	10.0% PIK	07/22	N/A			114		85		—	%	(3) (7) (28)
		Equity Loan Notes (83,120 units)	10.0% PIK	07/22	N/A			114		85		—	%	(3) (7) (28)
		Common Stock (929 shares)	N/A	07/22	N/A			1		—		—	%	(3) (7) (26) (28)
						4,798		4,664		4,648
Armstrong Transport Group (Pele Buyer, LLC)	Air Freight & Logistics	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	05/21	06/24	3,927		3,913		3,782		0.3	%	(5) (6) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	10/22	06/24	5,776		5,738		5,562		0.4	%	(6) (7) (8) (16)
						9,703		9,651		9,344
ASC Communications, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.1% Cash	07/22	07/27	4,422		4,368		4,386		0.3	%	(5) (7) (8) (15)
		Revolver	SOFR + 4.75%, 10.1% Cash	07/22	07/27	—		(7)		(5)		—	%	(7) (8) (15) (28) (29)
		Class A Units (15,285.8 units)	N/A	07/22	N/A			321		418		—	%	(7)
						4,422		4,682		4,799
Astra Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.25%, 10.4% Cash	11/21	11/28	2,917		2,950		2,887		0.2	%	(3) (5) (7) (8) (18) (29)
						2,917		2,950		2,887
ATL II MRO Holdings Inc.	Transportation	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	11/22	11/28	8,405		8,223		8,405		0.6	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.50%, 10.9% Cash	11/22	11/28	—		(52)		—		—	%	(7) (8) (16) (28) (29)
						8,405		8,171		8,405
Audio Precision, Inc.	High Tech Industries	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 8.9% Cash	05/21	10/24	2,737		2,979		2,655		0.2	%	(5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	05/21	10/24	4,880		4,864		4,733		0.4	%	(6) (7) (8) (16)
						7,617		7,843		7,388
Auxi International	Commercial Finance	First Lien Senior Secured Term Loan	EURIBOR + 7.25%, 11.3% Cash	05/21	12/26	331		359		306		—	%	(3) (5) (7) (8) (11)
						331		359		306

F-10

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Avalign Holdings, Inc.	Health Care Supplies	First Lien Senior Secured Term Loan	SOFR + 4.50%, 10.0% Cash	05/21	12/25	$	1,772	$	1,770	$	1,772	0.1	%	(6) (7) (8) (16)
						1,772		1,770		1,772
Avance Clinical Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.00%, 9.4% Cash	11/21	11/27	2,810		2,839		2,554		0.2	%	(3) (5) (7) (8) (14) (29)
						2,810		2,839		2,554
AWP Group Holdings, Inc.	Business Services	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	05/21	12/29	1,930		1,901		1,924		0.1	%	(6) (7) (8) (16) (28) (29)
						1,930		1,901		1,924
Azalea Buyer, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.7% Cash	11/21	11/27	4,842		4,767		4,809		0.4	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 5.25%, 10.7% Cash	11/21	11/27	—		(6)		(3)		—	%	(7) (8) (16) (28) (29)
		Subordinated Term Loan	12.0% PIK	11/21	05/28	1,564		1,545		1,529		0.1	%	(7) (28)
		Common Stock (192,307.7 shares)	N/A	11/21	N/A			192		288		—	%	(7) (26)
						6,406		6,498		6,623
Bariacum S.A.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 4.75%, 8.6% Cash	11/21	11/28	3,866		3,849		3,866		0.3	%	(3) (5) (7) (8) (11)
						3,866		3,849		3,866
Benify (Bennevis AB)	High Tech Industries	First Lien Senior Secured Term Loan	STIBOR + 5.25%, 9.3% Cash	05/21	07/26	353		423		353		—	%	(3) (5) (7) (8) (20)
						353		423		353
Bestop, Inc.	Auto Parts & Equipment	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	05/21	01/25	3,370		3,368		3,300		0.3	%	(5) (7) (8) (16)
						3,370		3,368		3,300
Beyond Risk Management, Inc.	Other Financial	First Lien Senior Secured Term Loan	SOFR + 4.50%, 10.0% Cash	10/21	10/27	2,944		2,923		2,944		0.2	%	(5) (7) (8) (16) (29)
						2,944		2,923		2,944
Bidwax	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.5% Cash	05/21	02/28	5,081		5,341		5,042		0.4	%	(3) (5) (7) (8) (11) (28)
						5,081		5,341		5,042
BigHand UK Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.8% Cash	05/21	01/28	175		172		164		—	%	(3) (5) (7) (8) (17)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	05/21	01/28	147		147		137		—	%	(3) (7) (8) (16) (28)
		First Lien Senior Secured Term Loan	SONIA + 5.75%, 11.1% Cash	05/21	01/28	398		430		373		—	%	(3) (5) (7) (8) (18)
						720		749		674
Biolam Group	Consumer Non-cyclical	First Lien Senior Secured Term Loan	EURIBOR + 4.25%, 5.5% Cash, 2.8% PIK	12/22	12/29	3,442		3,343		3,120		0.2	%	(3) (5) (7) (8) (10) (29)
						3,442		3,343		3,120
Bounteous, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.7% Cash	08/21	08/27	8,302		8,162		7,664		0.6	%	(5) (6) (7) (8) (16) (29)
						8,302		8,162		7,664
BPG Holdings IV Corp	Diversified Manufacturing	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.4% Cash	03/23	07/29	15,820		14,954		14,871		1.1	%	(7) (8) (16) (28)
						15,820		14,954		14,871
Bridger Aerospace Group Holdings, LLC	Environmental Industries	Municipal Revenue Bond	11.5% Cash	07/22	09/27	32,980		32,980		34,922		2.7	%	(28)
		Preferred Stock- Series A (17,725 shares)	7.0% PIK	07/22	N/A			18,857		18,192		1.4	%	(7) (28)
						32,980		51,837		53,114
Brightline Trains Florida LLC	Transportation	Senior Secured Note	8.0% Cash	08/21	01/28	8,000		8,000		7,600		0.6	%	(7) (28)
						8,000		8,000		7,600

F-11

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Brightpay Limited	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 9.0% Cash	10/21	10/28	$	3,186	$	3,214	$	3,140	0.2	%	(3) (5) (7) (8) (10) (29)
						3,186		3,214		3,140
BrightSign LLC	Media & Entertainment	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	10/21	10/27	10,473		10,402		10,107		0.8	%	(6) (7) (8) (16)
		Revolver	SOFR + 5.75%, 11.2% Cash	10/21	10/27	739		732		700		0.1	%	(7) (8) (16) (28) (29)
		LLC Units (923,857.7 units)	N/A	10/21	N/A			924		776		0.1	%	(7) (26)
						11,212		12,058		11,583
British Engineering Services Holdco Limited	Commercial Services & Supplies	First Lien Senior Secured Term Loan	SONIA + 7.00%, 11.9% Cash	05/21	12/27	7,605		7,728		7,492		0.6	%	(3) (5) (7) (8) (19) (29)
						7,605		7,728		7,492
Bucharest Bidco Limited	Hotel, Gaming and Leisure	First Lien Senior Secured Term Loan	SONIA + 7.28%, 12.5% Cash	05/21	07/26	838		848		750		0.1	%	(3) (7) (19) (28)
		First Lien Senior Secured Term Loan	SOFR + 7.00%, 12.3% Cash	05/21	07/26	175		163		156		—	%	(3) (7) (17) (28)
						1,013		1,011		906
Burgess Point Purchaser Corporation	Auto Parts & Equipment	Second Lien Senior Secured Term Loan	SOFR + 9.00%, 14.4% Cash	07/22	07/30	4,545		4,387		4,368		0.3	%	(5) (7) (8) (15)
		LP Units (455 units)	N/A	07/22	N/A			455		462		—	%	(7) (26) (28)
						4,545		4,842		4,830
BVI Medical, Inc.	Healthcare	Second Lien Senior Secured Term Loan	EURIBOR + 9.50%, 13.4% Cash	06/22	06/26	6,091		5,643		5,671		0.4	%	(5) (7) (8) (10)
						6,091		5,643		5,671
CAi Software, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.9% Cash	12/21	12/28	8,899		8,764		8,320		0.6	%	(6) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR +6.25%, 11.9% Cash	07/22	12/28	1,363		1,343		1,275		0.1	%	(6) (7) (8) (16)
		Revolver	SOFR + 6.25%, 11.9% Cash	12/21	12/28	—		(13)		(61)		—	%	(7) (8) (16) (28) (29)
						10,262		10,094		9,534
Canadian Orthodontic Partners Corp.	Healthcare	First Lien Senior Secured Term Loan	3.5% Cash, CDOR + 3.5% PIK, 9.0% PIK	06/21	03/26	4,562		4,905		3,490		0.3	%	(3) (5) (7) (8) (22)
		Class A Equity (500,000 units)	N/A	05/22	N/A			389		—		—	%	(3) (7) (26) (28)
		Class C - Warrants (257,127.45 units)	N/A	05/22	N/A			—		—		—	%	(3) (7) (26) (28)
		Class X Equity (45,604 units)	N/A	05/22	N/A			35		—		—	%	(3) (7) (26) (28)
						4,562		5,329		3,490
Caribou Holding Company, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 7.64%, 14.0% Cash	04/22	04/27	3,907		3,865		3,836		0.3	%	(3) (5) (7) (8) (16)
		LLC Units (616,844 units)	N/A	04/22	N/A			617		888		0.1	%	(3) (7) (26) (28)
						3,907		4,482		4,724
Cascade Residential Services LLC	Electric	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	10/23	10/29	5,497		5,177		5,166		0.4	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 5.00%, 10.4% Cash	10/23	10/29	—		(31)		(32)		—	%	(7) (8) (16) (28) (29)
						5,497		5,146		5,134
Centralis Finco S.a.r.l.	Diversified Financial Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 9.2% Cash	05/21	04/27	765		712		752		0.1	%	(3) (5) (7) (8) (10) (28)
						765		712		752
Ceres Pharma NV	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 10.1% Cash	10/21	10/28	4,679		4,634		4,524		0.3	%	(3) (5) (7) (8) (11)
						4,679		4,634		4,524

F-12

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
CGI Parent, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.3% Cash	02/22	02/28	$	21,133	$	20,701	$	20,711	1.6	%	(5) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.3% Cash	12/22	02/28	2,112		2,059		2,070		0.2	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.75%, 11.3% Cash	02/22	02/28	—		(24)		(33)		—	%	(7) (8) (16) (28) (29)
		Preferred Stock (657 shares)	N/A	02/22	N/A			722		1,190		0.1	%	(7) (26) (28)
						23,245		23,458		23,938
Classic Collision (Summit Buyer, LLC)	Auto Collision Repair Centers	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.3% Cash	05/21	01/26	14,684		14,339		14,573		1.1	%	(5) (6) (7) (8) (16) (29)
		First Lien Senior Secured Term Loan	SOFR +5.75%, 11.3% Cash	05/21	04/26	1,204		1,192		1,198		0.1	%	(5) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.3% Cash	05/21	07/24	5,138		5,077		5,113		0.4	%	(5) (7) (8) (17)
						21,026		20,608		20,884
CM Acquisition Holding Inc.	Internet & Direct Marketing	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.2% Cash	05/21	05/25	10,701		10,685		10,444		0.8	%	(5) (7) (8) (16)
						10,701		10,685		10,444
Cobham Slip Rings SAS	Diversified Manufacturing	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.6% Cash	11/21	11/28	3,091		3,039		3,070		0.2	%	(3) (5) (7) (8) (16)
						3,091		3,039		3,070
Command Alkon (Project Potter Buyer, LLC)	Software	First Lien Senior Secured Term Loan	SOFR + 6.75%, 12.1% Cash	05/21	04/27	11,639		11,490		11,535		0.9	%	(6) (7) (8) (15)
						11,639		11,490		11,535
Compass Precision, LLC	Aerospace & Defense	Senior Subordinated Term Loan	11.0% Cash, 1.0% PIK	04/22	04/28	642		632		622		—	%	(5) (7) (28)
		LLC Units (46,085.6 units)	N/A	04/22	N/A			125		142		—	%	(7) (26)
						642		757		764
Comply365, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	04/22	04/28	6,928		6,823		6,789		0.5	%	(5) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	04/22	12/29	17,497		17,148		17,147		1.3	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.00%, 10.4% Cash	04/22	12/29	—		(8)		(11)		—	%	(7) (8) (16) (28) (29)
						24,425		23,963		23,925
Contabo Finco S.À.R.L.	Internet Software & Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 9.2% Cash	10/22	10/29	10,691		9,434		10,605		0.8	%	(3) (5) (7) (8) (10)
						10,691		9,434		10,605
Core Scientific, Inc.	Technology	Equipment Term Loan	9.8% Cash	03/22	03/25	17,358		16,784		13,018		1.0	%	(3) (7) (27) (28)
		Common Stock (51,846 shares)	N/A	09/22	N/A			168		75		—	%	(3) (26) (28)
						17,358		16,952		13,093
Cosmelux International	Commodity Chemicals	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 8.7% Cash	05/21	07/25	895		975		895		0.1	%	(3) (5) (7) (8) (10)
						895		975		895
Coyo Uprising GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 3.25%, 6.3% Cash, 3.4% PIK	09/21	09/28	10,888		11,214		10,542		0.8	%	(3) (5) (7) (8) (10) (29)
		Class A Units (531 units)	N/A	09/21	N/A			248		255		—	%	(3) (7) (26) (28)
		Class B Units (231 units)	N/A	09/21	N/A			538		611		—	%	(3) (7) (26) (28)
						10,888		12,000		11,408
CW Group Holdings, LLC	High Tech Industries	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.4% Cash	05/21	01/27	4,045		3,992		4,043		0.3	%	(5) (7) (8) (16)
						4,045		3,992		4,043

F-13

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
DataServ Integrations, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	11/22	11/28	$	1,899	$	1,854	$	1,866	0.1	%	(5) (7) (8) (16) (28) (29)
		Partnership Units (96,153.8 units)	N/A	11/22	N/A			96		96		—	%	(7) (26) (28)
						1,899		1,950		1,962
DecksDirect, LLC	Building Materials	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	12/21	12/26	1,675		1,643		1,638		0.1	%	(5) (7) (8) (15)
		Revolver	SOFR + 6.25%, 11.7% Cash	12/21	12/26	—		(6)		(9)		—	%	(7) (8) (15) (28) (29)
		Common Stock (1,280.8 shares)	N/A	12/21	N/A			55		41		—	%	(7) (26) (28)
						1,675		1,692		1,670
Direct Travel, Inc.	Lodging & Casinos	First Lien Senior Secured Term Loan	SOFR + 6.50%, 12.0% Cash, 2.0% PIK	05/21	10/25	6,053		6,010		6,053		0.5	%	(7) (8) (16) (28)
		Super Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	05/21	10/25	513		513		513		—	%	(7) (8) (16) (28) (29)
						6,566		6,523		6,566
DISA Holdings Corp.	Other Industrial	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.8% Cash	11/22	09/28	5,944		5,768		5,944		0.5	%	(5) (6) (7) (8) (15) (29)
		Revolver	SOFR + 5.50%, 10.8% Cash	11/22	09/28	90		79		90		—	%	(7) (8) (15) (28) (29)
						6,034		5,847		6,034
Dragon Bidco	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 10.9% Cash	05/21	04/28	1,326		1,340		1,312		0.1	%	(3) (5) (7) (8) (11)
						1,326		1,340		1,312
DreamStart Bidco SAS (d/b/a SmartTrade)	Diversified Financial Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 9.2% Cash	05/21	03/27	883		949		883		0.1	%	(3) (5) (7) (8) (10) (28)
						883		949		883
Dune Group	Health Care Equipment	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 10.0% Cash	09/21	09/28	310		290		279		—	%	(3) (5) (7) (8) (10) (29)
		First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.3% Cash	09/21	09/28	5,335		5,274		5,212		0.4	%	(3) (5) (7) (8) (16)
						5,645		5,564		5,491
Dunlipharder B.V.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.10%, 11.5% Cash	06/22	06/28	1,000		988		993		0.1	%	(3) (5) (7) (8) (16)
						1,000		988		993
Dwyer Instruments, Inc.	Electric	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	07/21	07/27	21,867		21,555		21,426		1.6	%	(5) (6) (7) (8) (16) (29)
						21,867		21,555		21,426
Echo Global Logistics, Inc.	Air Transportation	Second Lien Senior Secured Term Loan	SOFR + 7.00%, 12.5% Cash	11/21	11/29	16,433		16,203		15,348		1.2	%	(5) (7) (8) (16)
		Partnership Equity (448.2 units)	N/A	11/21	N/A			448		414		—	%	(7) (26) (28)
						16,433		16,651		15,762
EFC International	Automotive	Senior Unsecured Term Loan	11.0% Cash, 2.5% PIK	03/23	05/28	673		654		658		0.1	%	(7) (28)
		Common Stock (141.2 shares)	N/A	03/23	N/A			199		260		—	%	(7) (26)
						673		853		918
Ellkay, LLC	Healthcare and Pharmaceuticals	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.5% Cash	09/21	09/27	5,713		5,636		5,164		0.4	%	(6) (7) (8) (16)
						5,713		5,636		5,164
EMI Porta Holdco LLC	Diversified Manufacturing	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.5% Cash	12/21	12/27	19,145		18,875		17,020		1.3	%	(5) (6) (7) (8) (16)
		Revolver	SOFR + 5.75%, 11.5% Cash	12/21	12/27	2,197		2,163		1,914		0.1	%	(7) (8) (16) (28) (29)
						21,342		21,038		18,934

F-14

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Entact Environmental Services, Inc.	Environmental Industries	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	05/21	12/25	$	1,976	$	1,963	$	1,976	0.2	%	(5) (6) (7) (8) (16)
						1,976		1,963		1,976
EPS NASS Parent, Inc.	Electrical Components & Equipment	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	05/21	04/28	2,150		2,121		2,051		0.2	%	(6) (7) (8) (16) (28)
						2,150		2,121		2,051
ERES Group	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 9.0% Cash	05/21	07/26	221		242		221		—	%	(3) (5) (7) (8) (10)
						221		242		221
eShipping, LLC	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	11/21	11/27	4,429		4,369		4,429		0.3	%	(5) (6) (7) (8) (15)
		Revolver	SOFR + 5.00%, 10.5% Cash	11/21	11/27	—		(10)		—		—	%	(7) (8) (15) (28) (29)
						4,429		4,359		4,429
Eurofins Digital Testing International LUX Holding SARL	Technology	First Lien Senior Secured Term Loan	EURIBOR + 4.50%, 8.5% Cash, 2.8% PIK	12/22	12/29	1,582		1,414		1,047		0.1	%	(3) (5) (7) (8) (10) (29)
		First Lien Senior Secured Term Loan	SOFR + 4.50%, 9.8% Cash, 2.8% PIK	12/22	12/29	799		780		700		0.1	%	(3) (5) (7) (8) (16)
		Senior Subordinated Term Loan	11.5% PIK	12/22	12/29	632		592		543		—	%	(3) (7) (28)
						3,013		2,786		2,290
Events Software BidCo Pty Ltd	Technology	First Lien Senior Secured Term Loan	BBSY + 6.50%, 10.8% Cash	03/22	03/28	1,748		1,864		1,535		0.1	%	(3) (5) (7) (8) (14) (29)
		First Lien Senior Secured Term Loan	BBSY + 6.50%, 10.8% Cash	03/22	09/24	22		21		20		—	%	(3) (5) (7) (8) (14)
						1,770		1,885		1,555
Express Wash Acquisition Company, LLC	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 6.50%, 12.2% Cash	07/22	07/28	6,361		6,260		6,285		0.5	%	(5) (7) (8) (16)
		Revolver	SOFR + 6.50%, 12.2% Cash	07/22	07/28	140		136		137		—	%	(7) (8) (16) (28) (29)
						6,501		6,396		6,422
F24 (Stairway BidCo Gmbh)	Software Services	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.5% Cash	05/21	08/27	3,458		3,341		3,398		0.3	%	(3) (5) (7) (8) (10) (28)
						3,458		3,341		3,398
Faraday	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	01/23	01/30	272		214		229		—	%	(3) (5) (7) (8) (10) (29)
						272		214		229
Finaxy Holding	Banking	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	11/23	11/30	5,037		4,751		4,911		0.4	%	(3) (5) (7) (8) (10)
		Subordinated Term Loan	10.3% PIK	11/23	05/31	1,366		1,296		1,339		0.1	%	(3) (7) (28)
						6,403		6,047		6,250
Findex Group Ltd	Finance Companies	First Lien Senior Secured Term Loan	BBSY + 5.50%, 9.8% Cash	03/23	12/26	2,463		2,313		2,371		0.2	%	(3) (5) (7) (8) (13)
						2,463		2,313		2,371
FineLine Systems	Consumer Services	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.1% Cash	05/21	02/28	3,409		3,370		3,406		0.3	%	(6) (7) (8) (16)
						3,409		3,370		3,406
Finexvet	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 9.9% Cash	03/22	03/29	2,485		2,395		2,426		0.2	%	(3) (5) (7) (8) (11)
		First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 9.9% Cash	05/23	03/29	5,567		5,317		5,390		0.4	%	(3) (7) (8) (11) (28) (29)
						8,052		7,712		7,816
FinThrive Software Intermediate Holdings Inc.	Business Equipment & Services	Preferred Stock (3,188.51 shares)	11.0% PIK	03/22	N/A			4,267		2,551		0.2	%	(5) (7)
								4,267		2,551
Fitzmark, Inc.	Cargo & Transportation	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.1% Cash	05/21	12/26	4,216		4,173		4,115		0.3	%	(6) (7) (8) (16) (28)
						4,216		4,173		4,115

F-15

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Five Star Holding LLC	Packaging	Second Lien Senior Secured Term Loan	SOFR + 7.25%, 12.6% Cash	05/22	05/30	$	7,152	$	7,032	$	7,002	0.5	%	(5) (7) (8) (16)
		LLC Units (505.1 units)	N/A	05/22	N/A			505		447		—	%	(7) (26)
						7,152		7,537		7,449
Flavor Producers, LLC	Packaged Foods & Meats	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.1% Cash, 1.8% PIK	05/21	12/24	896		896		823		0.1	%	(5) (7) (8) (16)
						896		896		823
Flexential Issuer, LLC	Information Technology	Structured Secured Note - Class C	6.9% Cash	11/21	11/51	10,000		9,289		8,242		0.6	%	(28)
						10,000		9,289		8,242
Flywheel Re Segregated Portfolio 2022-4	Investment Funds	Preferred Stock (4,713,810 shares)	N/A	08/22	N/A			4,714		5,327		0.4	%	(3) (7) (26) (28)
								4,714		5,327
Footco 40 Limited	Media & Entertainment	First Lien Senior Secured Term Loan	SONIA + 6.75%, 11.9% Cash	04/22	04/29	1,860		1,847		1,808		0.1	%	(3) (5) (7) (8) (18) (29)
						1,860		1,847		1,808
Fortis Payment Systems, LLC	Other Financial	First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.7% Cash	10/22	02/26	2,480		2,443		2,480		0.2	%	(5) (7) (8) (16)
						2,480		2,443		2,480
FragilePak LLC	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.4% Cash	05/21	05/27	9,065		8,910		8,657		0.7	%	(5) (7) (8) (16)
		Partnership Units (929.7 units)	N/A	05/21	N/A			930		626		—	%	(7) (26)
						9,065		9,840		9,283
FSS Buyer LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	08/21	08/28	24,284		23,939		24,178		1.8	%	(5) (6) (7) (8) (16)
		LP Interest (2,902.3 units)	N/A	08/21	N/A			29		41		—	%	(7) (26)
		LP Units (12,760.8 units)	N/A	08/21	N/A			128		180		—	%	(7) (26)
						24,284		24,096		24,399
GB Eagle Buyer, Inc.	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.6% Cash	12/22	12/28	12,841		12,513		12,764		1.0	%	(7) (8) (16) (28)
		Revolver	SOFR + 6.25%, 11.6% Cash	12/22	12/28	—		(80)		(19)		—	%	(7) (8) (16) (28) (29)
		Partnership Units (859 units)	N/A	12/22	N/A			859		1,100		0.1	%	(7) (26) (28)
						12,841		13,292		13,845
Glacis Acquisition S.A.R.L.	Transportation Services	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.4% Cash	05/21	07/25	6,354		6,261		6,330		0.5	%	(3) (5) (7) (8) (11) (29)
						6,354		6,261		6,330
Global Academic Group Limited	Industrial Other	First Lien Senior Secured Term Loan	BBSY + 6.00%, 10.3% Cash	07/22	07/27	2,517		2,515		2,478		0.2	%	(3) (5) (7) (8) (13)
		First Lien Senior Secured Term Loan	BKBM + 6.00%, 11.7% Cash	07/22	07/27	4,370		4,229		4,295		0.3	%	(3) (5) (7) (8) (23) (29)
						6,887		6,744		6,773
Gojo Industries, Inc.	Industrial Other	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash, 4.5% PIK	10/23	10/28	24,869		24,145		24,122		1.8	%	(7) (8) (16) (28)
						24,869		24,145		24,122
GPNZ II GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 10.00%, 13.8% Cash	06/22	06/29	475		446		265		—	%	(3) (5) (7) (8) (9)
		First Lien Senior Secured Term Loan	10.0% PIK	06/22	06/29	124		122		124		—	%	(3) (7) (28) (29)
		Common Stock (5,785 shares)	N/A	10/23	N/A			—		—		—	%	(3) (5) (7) (26)
						599		568		389

F-16

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Graphpad Software, LLC	Internet Software & Services	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.2% Cash	11/21	04/27	$	18,610	$	18,487	$	18,424	1.4	%	(5) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.7% Cash	05/21	04/27	10,819		10,819		10,786		0.8	%	(6) (7) (8) (16)
						29,429		29,306		29,210
Greenhill II BV	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 9.2% Cash	07/22	07/29	908		815		894		0.1	%	(3) (5) (7) (8) (10) (29)
						908		815		894
Groupe Guemas	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.1% Cash	10/23	09/30	2,574		2,403		2,503		0.2	%	(3) (5) (7) (8) (11)
						2,574		2,403		2,503
Groupe Product Life	Consumer Non-cyclical	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.4% Cash	10/22	10/29	2,757		2,516		2,646		0.2	%	(3) (5) (7) (8) (10)
						2,757		2,516		2,646
Gusto Aus BidCo Pty Ltd	Consumer Non-cyclical	First Lien Senior Secured Term Loan	BBSY + 6.50%, 10.9% Cash	10/22	10/28	2,279		2,083		2,235		0.2	%	(3) (5) (7) (8) (13) (29)
						2,279		2,083		2,235
Healthe Care Specialty Pty Ltd	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	BBSY + 5.00%, 9.4% Cash	05/21	10/24	380		428		379		—	%	(3) (5) (7) (8) (14)
						380		428		379
HeartHealth Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 4.75%, 9.4% Cash	09/22	09/28	692		632		674		0.1	%	(3) (5) (7) (8) (13) (29)
						692		632		674
Heartland Veterinary Partners, LLC	Healthcare	Subordinated Term Loan	11.0% PIK	11/21	12/28	6,915		6,813		6,099		0.5	%	(7) (28)
						6,915		6,813		6,099
Heavy Construction Systems Specialists, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	11/21	11/27	22,579		22,267		22,579		1.7	%	(5) (6) (7) (8) (15)
		Revolver	SOFR + 5.50%, 10.9% Cash	11/21	11/27	—		(29)		—		—	%	(7) (8) (15) (28) (29)
						22,579		22,238		22,579
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))	Insurance	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 8.9% Cash	05/21	09/26	9,155		9,728		8,633		0.7	%	(3) (5) (7) (8) (11)
						9,155		9,728		8,633
HEKA Invest	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.4% Cash	10/22	10/29	4,162		3,588		4,075		0.3	%	(3) (5) (7) (8) (10) (29)
						4,162		3,588		4,075
HemaSource, Inc.	Healthcare	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.4% Cash	08/23	08/29	7,626		7,443		7,451		0.6	%	(5) (7) (8) (16)
		Revolver	SOFR + 6.00%, 11.4% Cash	08/23	08/29	699		621		624		—	%	(7) (8) (16) (28) (29)
		Common Stock (184,282 shares)	N/A	08/23	N/A			184		184		—	%	(7) (26) (28)
						8,325		8,248		8,259
Home Care Assistance, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	05/21	03/27	1,528		1,509		1,396		0.1	%	(6) (7) (8) (16) (28)
						1,528		1,509		1,396
HomeX Services Group LLC	Home Construction	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	11/23	11/29	13,176		12,749		12,743		1.0	%	(5) (7) (8) (15) (29)
		Revolver	SOFR + 5.50%, 10.9% Cash	11/23	11/29	—		(67)		(68)		—	%	(7) (8) (15) (28) (29)
						13,176		12,682		12,675
Honour Lane Logistics Holdings Limited	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	04/22	11/28	14,583		14,247		13,475		1.0	%	(3) (5) (7) (8) (15)
						14,583		14,247		13,475
HTI Technology & Industries	Electronic Component Manufacturing	First Lien Senior Secured Term Loan	SOFR + 8.50%, 14.0% Cash	07/22	07/25	9,100		8,980		9,046		0.7	%	(5) (6) (7) (8) (16) (28) (29)
		Revolver	SOFR + 8.50%, 14.0% Cash	07/22	07/25	—		(9)		(6)		—	%	(7) (8) (16) (28) (29)
						9,100		8,971		9,040

F-17

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
HW Holdco, LLC (Hanley Wood LLC)	Advertising	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.8% Cash	05/21	12/24	$	14,043	$	13,982	$	13,566	1.0	%	(5) (6) (7) (8) (16)
						14,043		13,982		13,566
Hygie 31 Holding	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.4% Cash	09/22	09/29	663		564		652		—	%	(3) (5) (7) (8) (11) (28)
						663		564		652
IM Square	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 9.5% Cash	05/21	04/28	4,640		4,890		4,557		0.3	%	(3) (5) (7) (8) (10) (28)
		First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 10.0% Cash	12/22	05/28	3,535		3,285		3,472		0.3	%	(3) (5) (7) (8) (10)
						8,175		8,175		8,029
Image International Intermediate Holdco II, LLC	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	05/21	07/24	24,616		24,556		24,504		1.9	%	(5) (6) (7) (8) (15)
						24,616		24,556		24,504
Infoniqa Holdings GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 4.75%, 8.7% Cash	11/21	11/28	4,163		4,176		4,129		0.3	%	(3) (5) (7) (8) (11)
						4,163		4,176		4,129
Innovad Group II BV	Beverage, Food & Tobacco	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 9.6% Cash	05/21	04/28	1,036		1,102		982		0.1	%	(3) (5) (7) (8) (11) (28) (29)
		First Lien Senior Secured Term Loan	SARON + 5.75%, 7.5% Cash	05/23	04/28	172		161		164		—	%	(3) (7) (8) (24) (28)
						1,208		1,263		1,146
INOS 19-090 GmbH	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 5.37%, 9.3% Cash	05/21	12/27	559		778		730		0.1	%	(3) (5) (7) (8) (10) (28) (29)
						559		778		730
Interstellar Group B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 9.4% Cash	08/22	08/29	3,391		3,173		3,353		0.3	%	(3) (5) (7) (8) (10) (29)
						3,391		3,173		3,353
InvoCare Limited	Consumer Cyclical Services	First Lien Senior Secured Term Loan	BBSY + 6.25%, 10.7% Cash	11/23	11/29	4,252		3,946		4,102		0.3	%	(3) (5) (7) (8) (13) (29)
						4,252		3,946		4,102
Ipsen International Holding GmbH	Capital Equipment	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 10.7% Cash, 0.5% PIK	05/21	08/24	1,181		1,242		1,181		0.1	%	(3) (7) (8) (11) (28)
						1,181		1,242		1,181
Iridium Bidco Limited	Radio & Television	First Lien Senior Secured Term Loan	SONIA + 5.50%, 11.0% Cash	05/21	04/25	4,866		5,088		4,754		0.4	%	(3) (5) (7) (8) (19)
						4,866		5,088		4,754
Isolstar Holding NV (IPCOM)	Trading Companies & Distributors	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.5% Cash	10/22	10/29	9,714		8,345		9,555		0.7	%	(3) (5) (7) (8) (10) (29)
						9,714		8,345		9,555
ISTO Technologies II, LLC	Healthcare	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.6% Cash	10/23	10/28	10,578		10,322		10,314		0.8	%	(5) (7) (8) (16)
		Revolver	SOFR + 6.25%, 11.6% Cash	10/23	10/28	—		(27)		(28)		—	%	(7) (8) (16) (28) (29)
						10,578		10,295		10,286
ITI Intermodal, Inc.	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 6.50%, 12.0% Cash	12/21	12/27	13,010		12,683		12,757		1.0	%	(5) (6) (7) (8) (16) (28)
		Revolver	SOFR + 6.50%, 12.0% Cash	12/21	12/27	101		70		67		—	%	(7) (8) (16) (28) (29)
		Common Stock (7,500.4 shares)	N/A	12/21	N/A			750		715		0.1	%	(7) (26)
						13,111		13,503		13,539
Jade Bidco Limited (Jane's)	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 9.3% Cash	05/21	02/29	3,650		3,561		3,614		0.3	%	(3) (5) (7) (8) (11)
		First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.6% Cash	05/21	02/29	21,245		20,847		21,037		1.6	%	(3) (5) (7) (8) (17)
						24,895		24,408		24,651

F-18

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Jon Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	BKBM + 4.50%, 10.2% Cash	03/22	03/27	$	4,121	$	4,408	$	4,068	0.3	%	(3) (5) (7) (8) (23) (29)
						4,121		4,408		4,068
Jones Fish Hatcheries & Distributors LLC	Consumer Products	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	02/22	02/28	8,043		7,882		7,887		0.6	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.50%, 11.0% Cash	02/22	02/28	—		(6)		(8)		—	%	(7) (8) (16) (28) (29)
		LLC Units (1,018 units)	N/A	02/22	N/A			107		228		—	%	(7)
						8,043		7,983		8,107
Kano Laboratories LLC	Chemicals, Plastics & Rubber	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	05/21	11/26	2,833		2,804		2,808		0.2	%	(5) (6) (7) (8) (16) (28) (29)
						2,833		2,804		2,808
Kid Distro Holdings, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.8% Cash	10/21	10/27	23,419		23,103		23,302		1.8	%	(5) (6) (7) (8) (16)
		LLC Units (1,062,795.2 units)	N/A	10/21	N/A			1,064		999		0.1	%	(7) (26)
						23,419		24,167		24,301
Kona Buyer, LLC	High Tech Industries	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.1% Cash	05/21	12/27	12,478		12,339		12,478		1.0	%	(5) (7) (8) (16)
						12,478		12,339		12,478
KSLB Holdings, LLC	Beverage, Food and Tobacco	First Lien Senior Secured Term Loan	SOFR + 4.50%, 10.0% Cash	05/21	07/25	5,917		5,771		5,508		0.4	%	(5) (7) (8) (16)
						5,917		5,771		5,508
Lambir Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.4% Cash	12/21	12/28	2,372		2,343		2,214		0.2	%	(3) (5) (7) (8) (10) (29)
		Second Lien Senior Secured Term Loan	12.0% PIK	12/21	06/29	808		802		736		0.1	%	(3) (7) (28)
						3,180		3,145		2,950
Lattice Group Holdings Bidco Limited	Technology	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	05/22	05/29	709		690		659		0.1	%	(3) (5) (7) (8) (17) (29)
		Revolver	SOFR + 5.75%, 11.1% Cash	05/22	11/28	18		17		16		—	%	(3) (7) (8) (17) (28) (29)
						727		707		675
LeadsOnline, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	SOFR +5.75%, 11.2% Cash	02/22	02/28	10,820		10,683		10,712		0.8	%	(5) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	09/23	02/28	5,897		5,758		5,859		0.4	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.75%, 11.2% Cash	02/22	02/28	510		458		490		—	%	(7) (8) (16) (28) (29)
		LLC Units (61,304.4 units)	N/A	02/22	N/A			63		180		—	%	(7)
						17,227		16,962		17,241
Life Extension Institute, Inc.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	05/21	02/26	6,826		6,826		6,826		0.5	%	(6) (7) (8) (16)
						6,826		6,826		6,826
Listrac Bidco Limited	Health Care	First Lien Senior Secured Term Loan	SONIA + 6.00%, 11.2% Cash	02/23	02/27	1,010		946		1,010		0.1	%	(3) (7) (8) (19) (28)
		Super Senior Secured Term Loan	SONIA + 12.00%, 17.2% Cash	02/23	08/26	172		157		172		—	%	(3) (7) (8) (19) (28)
		Common Stock (255 shares)	N/A	03/23	N/A			494		900		0.1	%	(3) (7) (26) (28)
						1,182		1,597		2,082
LivTech Purchaser, Inc.	Business Services	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.6% Cash	05/21	12/25	1,527		1,519		1,523		0.1	%	(6) (7) (8) (16) (28)
						1,527		1,519		1,523
Long Term Care Group, Inc.	Healthcare	First Lien Senior Secured Term Loan	SOFR + 1.00%, 6.3% Cash, 6.0% PIK	04/22	09/27	4,319		4,257		3,295		0.3	%	(5) (7) (8) (15)
						4,319		4,257		3,295

F-19

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Marmoutier Holding B.V.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 3.9% Cash, 6.8% PIK	12/21	12/28	$	2,467	$	2,437	$	1,793	0.1	%	(3) (5) (7) (8) (10) (29)
		Revolver	EURIBOR + 5.75%, 3.9% Cash, 5.8% PIK	12/21	12/28	52		47		9		—	%	(3) (7) (8) (10) (28) (29)
						2,519		2,484		1,802
Marshall Excelsior Co.	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	02/22	02/28	5,646		5,578		5,465		0.4	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.50%, 11.0% Cash	02/22	02/28	1,037		1,019		1,000		0.1	%	(7) (8) (16) (28) (29)
						6,683		6,597		6,465
MC Group Ventures Corporation	Business Services	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	07/21	06/27	6,552		6,459		6,528		0.5	%	(5) (6) (7) (8) (16) (29)
		Partnership Units (560 Units)	N/A	06/21	N/A			560		584		—	%	(7) (26) (28)
						6,552		7,019		7,112
Media Recovery, Inc. (SpotSee)	Containers, Packaging & Glass	First Lien Senior Secured Term Loan	SONIA + 6.00%, 11.2% Cash	05/21	11/25	890		974		857		0.1	%	(5) (7) (8) (18)
						890		974		857
Median B.V.	Healthcare	First Lien Senior Secured Term Loan	SONIA + 6.00%, 11.4% Cash	02/22	10/27	6,310		6,548		5,711		0.4	%	(3) (5) (8) (19)
						6,310		6,548		5,711
Medical Solutions Parent Holdings, Inc.	Healthcare	Second Lien Senior Secured Term Loan	SOFR + 7.00%, 12.5% Cash	11/21	11/29	4,421		4,387		3,708		0.3	%	(5) (8) (16)
						4,421		4,387		3,708
Medplast Holdings, Inc.	Health Care	Second Lien Senior Secured Term Loan	SOFR + 7.75%, 13.2% Cash	05/21	07/26	9,325		8,871		8,947		0.7	%	(5) (8) (15)
						9,325		8,871		8,947
Mercell Holding AS	Technology	First Lien Senior Secured Term Loan	NIBOR + 5.50%, 10.1% Cash	08/22	08/29	3,092		3,138		3,041		0.2	%	(3) (5) (7) (8) (25) (29)
		Class A Units (114.4 units)	9.0% PIK	08/22	N/A			111		128		—	%	(3) (7) (26) (28)
		Class B Units (28,943.8 units)	N/A	08/22	N/A			—		51		—	%	(3) (7) (26) (28)
						3,092		3,249		3,220
Mertus 522. GmbH	Health Care	First Lien Senior Secured Term Loan	EURIBOR + 7.00%, 10.9% Cash	05/21	05/26	3,964		4,008		3,627		0.3	%	(3) (5) (7) (8) (11)
						3,964		4,008		3,627
Metis BidCo Pty Limited	Business Equipment & Services	First Lien Senior Secured Term Loan	BBSY + 5.25%, 9.7% Cash	05/21	04/26	389		439		389		—	%	(3) (5) (7) (13) (28)
						389		439		389
MNS Buyer, Inc.	Construction and Building	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	08/21	08/27	905		893		901		0.1	%	(5) (7) (8) (15)
		Partnership Units (76,923.10 Units)	N/A	08/21	N/A			77		82		—	%	(7) (26) (28)
						905		970		983
Modern Star Holdings Bidco Pty Limited	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	BBSY + 5.50%, 10.3% Cash	05/21	12/26	1,956		1,933		1,936		0.1	%	(3) (5) (7) (8) (14) (28) (29)
						1,956		1,933		1,936
Mold-Rite Plastics, LLC	Containers, Packaging & Glass	Second Lien Senior Secured Term Loan	SOFR + 7.00%, 12.5% Cash	09/21	09/29	13,983		12,858		5,523		0.4	%	(5) (8) (17)
						13,983		12,858		5,523
Moonlight Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 6.25%, 11.6% Cash	07/23	07/30	1,894		1,875		1,832		0.1	%	(3) (7) (8) (18) (28) (29)
		Common Stock (107,714 shares)	N/A	07/23	N/A			138		1,380		0.1	%	(3) (7) (26) (28)
						1,894		2,013		3,212
Murphy Midco Limited	Media, Diversified & Production	First Lien Senior Secured Term Loan	SONIA + 5.25%, 10.7% Cash	05/21	11/27	751		795		751		0.1	%	(3) (5) (7) (8) (19)
						751		795		751

F-20

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Music Reports, Inc.	Media & Entertainment	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	05/21	08/26	$	2,441	$	2,418	$	2,427	0.2	%	(6) (7) (8) (16)
						2,441		2,418		2,427
Napa Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.50%, 9.9% Cash	03/22	03/28	13,386		13,830		12,917		1.0	%	(3) (5) (7) (8) (13)
						13,386		13,830		12,917
Narda Acquisitionco., Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	12/21	12/27	4,511		4,455		4,485		0.3	%	(6) (7) (8) (16)
		Revolver	SOFR + 5.00%, 10.5% Cash	12/21	12/27	—		(12)		(6)		—	%	(7) (8) (16) (28) (29)
		Class A Preferred Stock (3,708.10 shares)	N/A	12/21	N/A			371		433		—	%	(7) (26) (28)
		Class B Common Stock (412 shares)	N/A	12/21	N/A			41		185		—	%	(7) (26) (28)
						4,511		4,855		5,097
Navia Benefit Solutions, Inc.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SOFR + 2.00%, 7.4% Cash, 3.0% PIK	05/21	02/27	4,947		4,861		4,860		0.4	%	(7) (8) (15) (28)
		First Lien Senior Secured Term Loan	SOFR + 2.00%, 7.4% Cash, 3.0% PIK	11/22	02/27	2,017		1,979		1,982		0.2	%	(5) (7) (8) (15)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	05/21	02/27	4,527		4,488		4,448		0.3	%	(6) (7) (8) (15) (28)
						11,491		11,328		11,290
NAW Buyer LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	09/23	09/29	11,446		10,951		10,973		0.8	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 5.75%, 11.1% Cash	09/23	09/29	461		406		408		—	%	(7) (8) (16) (28) (29)
		LLC Units (575,248 units)	N/A	09/23	N/A			575		575		—	%	(7) (26)
						11,907		11,932		11,956
NeoxCo	Internet Software & Services	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.5% Cash	01/23	01/30	2,145		2,041		2,090		0.2	%	(3) (5) (7) (8) (11) (29)
						2,145		2,041		2,090
Net Health Acquisition Corp.	Health Care Technology	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	05/21	12/25	10,848		10,820		10,653		0.8	%	(6) (7) (8) (15)
						10,848		10,820		10,653
Next Holdco, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.3% Cash	11/23	11/30	15,336		15,021		15,016		1.1	%	(5) (7) (8) (15) (29)
		Revolver	SOFR + 6.00%, 11.3% Cash	11/23	11/29	—		(34)		(35)		—	%	(7) (8) (15) (28) (29)
						15,336		14,987		14,981
NF Holdco, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 6.50%, 11.8%	03/23	03/29	5,511		5,361		5,387		0.4	%	(7) (8) (16) (28)
		Revolver	SOFR + 6.50%, 11.8% Cash	03/23	03/29	592		553		558		—	%	(7) (8) (16) (28) (29)
		LLC Units (856,053 units)	N/A	03/23	N/A			882		847		0.1	%	(7) (26) (28)
						6,103		6,796		6,792
Northstar Recycling, LLC	Environmental Industries	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.1% Cash	10/21	09/27	6,066		5,985		6,026		0.5	%	(6) (7) (8) (16)
						6,066		5,985		6,026
Novotech Aus Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	SOFR + 5.25%, 11.1% Cash	01/22	01/28	8,150		8,004		8,080		0.6	%	(3) (5) (7) (8) (17) (29)
						8,150		8,004		8,080
NPM Investments 28 B.V.	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 9.9% Cash	09/22	10/29	1,344		1,145		1,307		0.1	%	(3) (5) (7) (8) (10) (29)
						1,344		1,145		1,307

F-21

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
OA Buyer, Inc.	Healthcare	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	12/21	12/28	$	9,471	$	9,327	$	9,387	0.7	%	(6) (7) (8) (15)
		Revolver	SOFR + 5.50%, 10.9% Cash	12/21	12/28	—		(19)		(12)		—	%	(7) (8) (15) (28) (29)
		Partnership Units (210,920.11 units)	N/A	12/21	N/A			211		276		—	%	(7) (26) (28)
						9,471		9,519		9,651
OAC Holdings I Corp	Automotive	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	03/22	03/29	3,575		3,520		3,454		0.3	%	(6) (7) (8) (16)
		Revolver	SOFR + 5.00%, 10.5% Cash	03/22	03/28	—		(20)		(47)		—	%	(7) (8) (16) (28) (29)
						3,575		3,500		3,407
Ocelot Holdco LLC	Construction Machinery	Super Senior Takeback Loan	10.0% Cash	10/23	10/27	171		171		171		—	%	(7) (28)
		Takeback Term Loan	10.0% Cash	10/23	10/27	917		917		917		0.1	%	(7) (28)
		Preferred Stock (76.2 shares)	15.0% PIK	10/23	N/A			488		652		—	%	(7) (28)
		Common Stock (58.3 shares)	N/A	10/23	N/A			—		—		—	%	(7) (26) (28)
						1,088		1,576		1,740
Ocular Therapeutix, Inc.	Pharmaceuticals	First Lien Senior Secured Term Loan	SOFR + 6.75%, 12.1% Cash	08/23	07/29	7,859		7,635		7,624		0.6	%	(3) (7) (8) (15) (28)
						7,859		7,635		7,624
OG III B.V.	Containers & Glass Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 9.7% Cash	06/21	06/28	15,451		16,223		14,972		1.1	%	(3) (5) (7) (8) (10)
						15,451		16,223		14,972
Omni Intermediate Holdings, LLC	Transportation	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	05/21	12/26	19,869		19,707		18,776		1.4	%	(5) (6) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.5% Cash	06/22	12/26	4,944		4,866		4,628		0.4	%	(5) (6) (7) (8) (16) (29)
						24,813		24,573		23,404
Options Technology Ltd.	Computer Services	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.2% Cash	05/21	12/25	8,446		8,373		8,378		0.6	%	(3) (5) (6) (7) (8) (17)
						8,446		8,373		8,378
Oracle Vision Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 4.75%, 9.9% Cash	06/21	05/28	1,414		1,533		1,414		0.1	%	(3) (5) (7) (8) (19)
						1,414		1,533		1,414
Origin Bidco Limited	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 9.2% Cash	06/21	06/28	327		354		326		—	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.7% Cash	06/21	06/28	533		523		531		—	%	(3) (5) (7) (8) (16)
						860		877		857
ORTEC INTERNATIONAL NEWCO B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 9.7% Cash	12/23	12/30	5,049		4,865		4,923		0.4	%	(3) (5) (7) (8) (10)
						5,049		4,865		4,923
OSP Hamilton Purchaser, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	12/21	12/29	18,464		18,172		18,095		1.4	%	(5) (6) (7) (8) (16) (28)
		First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	03/23	12/29	—		(104)		(106)		—	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 6.00%, 11.5% Cash	12/21	12/29	—		(35)		(32)		—	%	(7) (8) (16) (28) (29)
		LP Units (315,147 units)	N/A	07/22	N/A			315		315		—	%	(7)
						18,464		18,348		18,272
Panoche Energy Center LLC	Electric	First Lien Senior Secured Bond	6.9% Cash	07/22	07/29	4,355		3,970		4,224		0.3	%	(7) (28)
						4,355		3,970		4,224

F-22

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Pare SAS (SAS Maurice MARLE)	Health Care Equipment	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 9.2% Cash, 0.8% PIK	05/21	12/26	$	551	$	597	$	544	—	%	(3) (5) (7) (8) (11)
		First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.6% Cash	11/22	10/26	4,900		4,752		4,816		0.4	%	(3) (5) (7) (8) (16) (29)
						5,451		5,349		5,360
Parkview Dental Holdings LLC	Healthcare	First Lien Senior Secured Term Loan	SOFR + 8.30%, 13.6% Cash	10/23	10/29	624		606		605		—	%	(7) (8) (16) (28) (29)
		LLC Units (29,762 units)	N/A	10/23	N/A			298		298		—	%	(7) (26)
						624		904		903
Patriot New Midco 1 Limited (Forensic Risk Alliance)	Diversified Financial Services	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 10.7% Cash	05/21	02/27	317		344		310		—	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 6.75%, 12.3% Cash	05/21	02/27	381		379		374		—	%	(3) (5) (7) (8) (16)
						698		723		684
PDQ.Com Corporation	Business Equipment & Services	First Lien Senior Secured Term Loan	SOFR + 5.21%, 10.7% Cash	08/21	08/27	12,953		12,752		12,953		1.0	%	(5) (6) (7) (8) (16) (29)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	10/23	08/27	3,061		2,928		2,921		0.2	%	(5) (7) (8) (16) (29)
		Class A-2 Partnership Units (86.4 units)	N/A	08/21	N/A			86		131		—	%	(7) (28)
						16,014		15,766		16,005
PEGASUS TRANSTECH HOLDING, LLC	Trucking	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.4% Cash	05/21	11/26	7,637		7,626		7,637		0.6	%	(5) (7) (8) (16)
						7,637		7,626		7,637
Perforce Software, Inc.	Internet Software & Services	Partnership Units (7408.6 units)	SOFR + 8.00%, 13.5% Cash	05/21	07/27	6,497		6,446		6,497		0.5	%	(5) (7) (8) (15)
						6,497		6,446		6,497
Perimeter Master Note Business Trust	Credit Card ABS	Structured Secured Note - Class A	4.7% Cash	05/22	05/27	182		182		172		—	%	(3) (7) (28)
		Structured Secured Note - Class B	5.4% Cash	05/22	05/27	182		182		173		—	%	(3) (7) (28)
		Structured Secured Note - Class C	5.9% Cash	05/22	05/27	182		182		167		—	%	(3) (7) (28)
		Structured Secured Note - Class D	8.5% Cash	05/22	05/27	182		182		166		—	%	(3) (7) (28)
		Structured Secured Note - Class E	11.4% Cash	05/22	05/27	9,274		9,274		8,503		0.7	%	(3) (7) (28)
						10,002		10,002		9,181
Permaconn BidCo Pty Ltd	Tele-communications	First Lien Senior Secured Term Loan	BBSY + 6.25%, 10.7% Cash	12/21	07/29	7,616		7,354		7,473		0.6	%	(3) (5) (7) (8) (13) (28)
						7,616		7,354		7,473
Polara Enterprises, L.L.C.	Capital Equipment	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.2% Cash	12/21	12/27	3,818		3,765		3,819		0.3	%	(6) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.2% Cash	06/22	12/27	2,551		2,513		2,551		0.2	%	(6) (7) (8) (16)
		Revolver	SOFR + 4.75%, 10.2% Cash	12/21	12/27	—		(13)		—		—	%	(7) (8) (16) (28) (29)
		Partnership Units (7,408.6 units)	N/A	12/21	N/A			741		1,285		0.1	%	(7)
						6,369		7,006		7,655
Policy Services Company, LLC	Property & Casualty Insurance	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.6% Cash, 4.0% PIK	12/21	06/26	53,736		52,635		52,850		4.0	%	(7) (8) (16) (28)
		Warrants - Class A (2.6774 units)	N/A	12/21	N/A			—		1,357		0.1	%	(5) (7) (26)
		Warrants - Class B (0.9036 units)	N/A	12/21	N/A			—		458		—	%	(5) (7) (26)
		Warrants - Class CC (0.0929 units)	N/A	12/21	N/A			—		—		—	%	(5) (7) (26)
		Warrants - Class D (0.2586 units)	N/A	12/21	N/A			—		131		—	%	(5) (7) (26)
						53,736		52,635		54,796

F-23

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Premium Franchise Brands, LLC	Research & Consulting Services	First Lien Senior Secured Term Loan	SOFR + 6.75%, 12.5% Cash	05/21	12/26	$	24,408	$	24,128	$	24,252	1.9	%	(5) (6) (7) (8) (16)
						24,408		24,128		24,252
Premium Invest	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.5% Cash	06/21	12/30	7,001		6,633		6,773		0.5	%	(3) (5) (7) (8) (11) (29)
		First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 10.5% Cash	06/21	06/28	—		(119)		—		—	%	(3) (5) (7) (8) (11) (29)
						7,001		6,514		6,773
Preqin MC Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SOFR + 5.25%, 11.0% Cash	08/21	07/28	2,500		2,446		2,490		0.2	%	(3) (5) (7) (8) (17)
						2,500		2,446		2,490
Process Insights Acquisition, Inc.	Electronics	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.6% Cash	07/23	07/29	2,953		2,859		2,928		0.2	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 6.25%, 11.6% Cash	07/23	07/29	—		(31)		(8)		—	%	(7) (8) (16) (28) (29)
		Common Stock (368 shares)	N/A	07/23	N/A			368		445		—	%	(7) (26) (28)
						2,953		3,196		3,365
Professional Datasolutions, Inc. (PDI)	Application Software	First Lien Senior Secured Term Loan	SOFR + 4.50%, 10.1% Cash	05/21	10/24	11,637		11,620		11,503		0.9	%	(5) (7) (8) (16)
						11,637		11,620		11,503
ProfitOptics, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.5% Cash	03/22	03/28	654		644		654		0.1	%	(5) (7) (8) (17)
		Revolver	SOFR + 5.75%, 11.5% Cash	03/22	03/28	110		107		110		—	%	(7) (8) (17) (28) (29)
		Senior Subordinated Term Loan	8.0% Cash	03/22	03/29	32		32		29		—	%	(7) (28)
		LLC Units (96,774.2 units)	N/A	03/22	N/A			65		88		—	%	(7) (26) (28)
						796		848		881
Protego Bidco B.V.	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 10.8% Cash	05/21	03/28	537		565		525		—	%	(3) (5) (7) (8) (11) (28) (29)
		Revolver	EURIBOR + 6.50%, 10.5% Cash	05/21	03/27	132		140		129		—	%	(3) (7) (8) (11) (28)
						669		705		654
PSP Intermediate 4, LLC	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 9.9% Cash	05/22	05/29	902		842		820		0.1	%	(3) (5) (7) (8) (9) (29)
		First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.4% Cash	05/22	05/29	1,411		1,391		1,305		0.1	%	(3) (5) (7) (8) (15)
						2,313		2,233		2,125
QPE7 SPV1 BidCo Pty Ltd	Consumer Cyclical	First Lien Senior Secured Term Loan	BBSY + 4.50%, 8.8% Cash	09/21	09/26	7,341		7,425		7,224		0.6	%	(3) (5) (7) (8) (12)
						7,341		7,425		7,224
Qualified Industries, LLC	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	03/23	03/29	905		880		888		0.1	%	(7) (8) (16) (28)
		Revolver	SOFR + 5.75%, 11.2% Cash	03/23	03/29	—		(10)		(3)		—	%	(7) (8) (16) (28) (29)
		Preferred Stock  (223 shares)	10.0% PIK	03/23	N/A			216		240		—	%	(7) (26) (28)
		Common Stock (454,545 shares)	N/A	03/23	N/A			4		96		—	%	(7) (26) (28)
						905		1,090		1,221
Questel Unite	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	05/21	12/27	1,954		2,011		1,788		0.1	%	(3) (5) (7) (8) (10) (28) (29)
		First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	05/21	12/27	1,000		991		965		0.1	%	(3) (5) (7) (8) (16)
						2,954		3,002		2,753
R1 Holdings, LLC	Transportation	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.6% Cash	12/22	12/28	8,160		7,876		7,942		0.6	%	(5) (6) (7) (8) (17) (29)
		Revolver	SOFR + 6.25%, 11.6% Cash	12/22	12/28	126		66		80		—	%	(7) (8) (17) (28) (29)
						8,286		7,942		8,022

F-24

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Randys Holdings, Inc.	Automobile Manufacturers	First Lien Senior Secured Term Loan	SOFR + 6.50%, 11.9% Cash	11/22	11/28	$	11,433	$	11,071	$	11,123	0.9	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 6.50%, 11.9% Cash	11/22	11/28	673		616		631		—	%	(7) (8) (16) (28) (29)
		Partnership Units (6,667 units)	N/A	11/22	N/A			667		712		0.1	%	(7) (26) (28)
						12,106		12,354		12,466
Recovery Point Systems, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.50%, 11.4% Cash	05/21	07/26	2,405		2,405		2,405		0.2	%	(6) (7) (8) (16)
						2,405		2,405		2,405
Renovation Parent Holdings, LLC	Home Furnishings	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	11/21	11/27	14,272		14,030		12,502		1.0	%	(5) (6) (7) (8) (16)
		Partnership Equity (592,105.3 units)	N/A	11/21	N/A			592		201		—	%	(7) (26) (28)
						14,272		14,622		12,703
REP SEKO MERGER SUB LLC	Air Freight & Logistics	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 8.9% Cash	05/21	12/26	6,010		6,245		5,830		0.4	%	(5) (7) (8) (10)
		First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 8.9% Cash	06/22	12/26	14,119		13,254		13,696		1.0	%	(5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	05/21	12/26	8,293		8,280		8,044		0.6	%	(6) (7) (8) (16) (28)
						28,422		27,779		27,570
Resonetics, LLC	Health Care Equipment	Second Lien Senior Secured Term Loan	SOFR + 7.00%, 12.6% Cash	05/21	04/29	10,304		10,147		10,252		0.8	%	(5) (7) (8) (16)
						10,304		10,147		10,252
RevSpring, Inc.	Business Services	Second Lien Senior Secured Term Loan	SOFR + 8.25%, 13.9% Cash	05/21	10/26	2,556		2,525		2,556		0.2	%	(5) (7) (8) (16)
						2,556		2,525		2,556
Riedel Beheer B.V.	Food & Beverage	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	12/21	12/28	2,291		2,256		2,078		0.2	%	(3) (5) (7) (8) (10)
						2,291		2,256		2,078
Rock Labor LLC	Media: Diversified & Production	First Lien Senior Secured Term Loan	SOFR + 7.50%, 12.9% Cash	09/23	09/29	5,630		5,466		5,475		0.4	%	(5) (7) (8) (15)
		Revolver	SOFR + 7.50%, 12.9% Cash	09/23	09/29	—		(27)		(26)		—	%	(7) (8) (15) (28) (29)
		LLC Units (199,373 units)	N/A	09/23	N/A			1,068		1,308		0.1	%	(7) (26)
						5,630		6,507		6,757
ROI Solutions LLC	Business Services	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	05/21	08/25	6,263		6,263		6,263		0.5	%	(6) (7) (8) (16)
						6,263		6,263		6,263
Royal Buyer, LLC	Industrial Other	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	08/22	08/24	1,713		1,667		1,681		0.1	%	(5) (7) (8) (16) (29)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	08/22	08/28	9,615		9,458		9,508		0.7	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.50%, 10.9% Cash	08/22	08/28	544		506		518		—	%	(7) (8) (16) (28) (29)
						11,872		11,631		11,707
RPX Corporation	Research & Consulting Services	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	05/21	10/25	15,820		15,688		15,732		1.2	%	(5) (6) (7) (8) (16)
						15,820		15,688		15,732
Safety Products Holdings, LLC	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	05/21	12/26	6,201		6,141		6,065		0.5	%	(5) (6) (7) (8) (16) (28)
						6,201		6,141		6,065
Sandvine Corporation	Communications Equipment	Second Lien Senior Secured Term Loan	SOFR + 8.00%, 13.5% Cash	05/21	11/26	8,685		8,666		7,565		0.6	%	(5) (7) (8) (15)
						8,685		8,666		7,565

F-25

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Sanoptis S.A.R.L.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 9.4% Cash	06/22	07/29	$	5,711	$	5,261	$	5,425	0.4	%	(3) (5) (7) (8) (10) (29)
		First Lien Senior Secured Term Loan	SARON + 5.50%, 7.2% Cash	06/22	07/29	6,528		5,815		6,306		0.5	%	(3) (5) (7) (8) (24)
						12,239		11,076		11,731
SBP Holdings LP	Industrial Other	First Lien Senior Secured Term Loan	SOFR + 6.75%, 12.1% Cash	03/23	03/28	9,712		9,115		9,233		0.7	%	(7) (8) (16) (28) (29)
		Revolver	SOFR + 6.75%, 12.1% Cash	03/23	03/28	—		(33)		(19)		—	%	(7) (8) (16) (28) (29)
						9,712		9,082		9,214
Scaled Agile, Inc.	Research & Consulting Services	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	12/21	12/28	1,802		1,777		1,759		0.1	%	(5) (6) (7) (8) (16)
		Revolver	SOFR + 5.50%, 10.9% Cash	12/21	12/28	56		52		48		—	%	(7) (8) (16) (28) (29)
						1,858		1,829		1,807
Scout Bidco B.V.	Diversified Manufacturing	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 9.7% Cash	05/22	05/29	4,013		3,810		3,957		0.3	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	08/23	05/29	508		508		501		—	%	(3) (5) (7) (8) (16)
		Revolver	EURIBOR + 5.75%, 9.7% Cash	05/22	05/29	213		202		205		—	%	(3) (7) (8) (10) (28) (29)
						4,734		4,520		4,663
Sereni Capital NV	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.3% Cash	05/22	05/29	2,616		2,480		2,522		0.2	%	(3) (5) (7) (8) (11) (28)
						2,616		2,480		2,522
Shelf Bidco Ltd	Other Financial	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.7% Cash	12/22	01/30	25,736		25,018		25,221		1.9	%	(3) (7) (8) (16) (28)
		Common Stock (1,200,000 shares)	N/A	12/22	N/A			1,200		1,548		0.1	%	(3) (7) (26) (28)
						25,736		26,218		26,769
Simulation Software Investment Company Pty Ltd	Business Services	First Lien Senior Secured Term Loan	BBSY + 5.00%, 9.4% Cash	05/21	08/25	668		671		669		0.1	%	(3) (5) (7) (8) (13)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	05/21	08/25	958		946		958		0.1	%	(3) (5) (7) (8) (16) (29)
						1,626		1,617		1,627
Sinari Invest	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 9.9% Cash	07/23	07/30	1,880		1,804		1,822		0.1	%	(3) (5) (7) (8) (11) (29)
						1,880		1,804		1,822
SISU ACQUISITIONCO., INC	Aerospace & Defense	First Lien Senior Secured Term Loan	SOFR+ 5.75%, 11.1% Cash	05/21	12/26	2,493		2,467		2,354		0.2	%	(6) (7) (8) (15)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	05/21	12/26	—		(3)		(3)		—	%	(7) (8) (15) (28) (29)
						2,493		2,464		2,351
Smartling, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 4.50%, 9.9% Cash	11/21	11/27	16,340		16,117		16,176		1.2	%	(5) (7) (8) (15)
		Revolver	SOFR + 4.50%, 9.9% Cash	11/21	11/27	—		(13)		(10)		—	%	(7) (8) (15) (28) (29)
						16,340		16,104		16,166
SmartShift Group, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.6% Cash	09/23	09/29	13,931		13,484		13,480		1.0	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 6.25%, 11.6% Cash	09/23	09/29	—		(65)		(63)		—	%	(7) (8) (16) (28) (29)
		Common Stock (455 shares)	N/A	09/23	N/A			455		477		—	%	(7) (26) (28)
						13,931		13,874		13,894
SN BUYER, LLC	Health Care Services	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	05/21	12/26	4,924		4,884		4,864		0.4	%	(6) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	11/22	12/26	2,104		2,072		2,078		0.2	%	(6) (7) (8) (16)
						7,028		6,956		6,942

F-26

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Soho Square III Debtco II SARL	Diversified Capital Markets	First Lien Senior Secured Term Loan	9.5% PIK	10/22	10/27	$	8,191	$	7,637	$	8,175	0.6	%	(3) (7) (28)
						8,191		7,637		8,175
Solo Buyer, L.P.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	12/22	12/29	16,523		16,157		16,110		1.2	%	(7) (8) (16) (28)
		Revolver	SOFR + 6.25%, 11.7% Cash	12/22	12/28	665		624		615		—	%	(7) (8) (16) (28) (29)
		Partnership Units (516,399 units)	N/A	12/22	N/A			516		382		—	%	(7) (26)
						17,188		17,297		17,107
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)	Other Utility	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.3% Cash	11/22	03/27	1,921		1,881		1,858		0.1	%	(5) (6) (7) (8) (16) (29)
		Revolver	SOFR + 5.00%, 10.3% Cash	11/22	03/27	66		64		62		—	%	(7) (8) (16) (28) (29)
						1,987		1,945		1,920
Spatial Business Systems LLC	Electric	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	10/22	10/28	7,679		7,486		7,540		0.6	%	(5) (7) (8) (15) (29)
		Revolver	SOFR + 5.50%, 10.9% Cash	10/22	10/28	—		(28)		(21)		—	%	(7) (8) (15) (28) (29)
						7,679		7,458		7,519
Springbrook Software (SBRK Intermediate, Inc.)	Enterprise Software & Services	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.0% Cash	05/21	12/26	6,620		6,568		6,596		0.5	%	(6) (7) (8) (16) (28)
		First Lien Senior Secured Term Loan	SOFR + 6.50%, 12.0% Cash	12/22	12/26	4,129		4,064		4,129		0.3	%	(6) (7) (8) (16)
						10,749		10,632		10,725
SSCP Pegasus Midco Limited	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SONIA + 6.00%, 11.3% Cash	05/21	11/27	797		850		797		0.1	%	(3) (5) (7) (8) (18) (28) (29)
						797		850		797
SSCP Spring Bidco 3 Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 6.50%, 11.7% Cash	11/23	11/30	976		932		947		0.1	%	(3) (5) (7) (8) (19)
						976		932		947
Starnmeer B.V.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	10/21	04/27	13,388		13,257		13,333		1.0	%	(3) (5) (7) (8) (17)
						13,388		13,257		13,333
Superjet Buyer, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	12/21	12/27	22,711		22,386		22,559		1.7	%	(5) (6) (7) (8) (16)
		Revolver	SOFR + 5.50%, 10.9% Cash	12/21	12/27	456		432		444		—	%	(7) (8) (16) (28) (29)
						23,167		22,818		23,003
Syniverse Holdings, Inc.	Technology Distributors	Series A Preferred Equity (7,575,758 units)	12.5% PIK	05/22	N/A			8,989		8,788		0.7	%	(5) (7)
								8,989		8,788
Syntax Systems Ltd	Technology	First Lien Senior Secured Term Loan	SOFR + 5.50%, 11.0% Cash	11/21	10/28	6,314		6,268		6,314		0.5	%	(3) (6) (7) (8) (15)
		Revolver	SOFR + 5.50%, 11.0% Cash	11/21	10/26	568		563		568		—	%	(3) (7) (8) (15) (28) (29)
						6,882		6,831		6,882
TA SL Cayman Aggregator Corp.	Technology	Subordinated Term Loan	7.8% PIK	07/21	07/28	1,186		1,173		1,161		0.1	%	(7) (28)
		Common Stock (770 shares)	N/A	07/21	N/A			24		35		—	%	(7) (26) (28)
						1,186		1,197		1,196
Tank Holding Corp	Metal & Glass Containers	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	03/22	03/28	14,134		13,894		13,979		1.1	%	(5) (6) (7) (8) (15)
		First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	05/23	03/28	5,442		5,260		5,379		0.4	%	(7) (8) (15) (28) (29)
		Revolver	SOFR + 5.75%, 11.2% Cash	03/22	03/28	175		164		167		—	%	(7) (8) (15) (28) (29)
						19,751		19,318		19,525

F-27

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Tanqueray Bidco Limited	Technology	First Lien Senior Secured Term Loan	SONIA + 5.50%, 10.7% Cash	11/22	11/29	$	1,730	$	1,502	$	1,730	0.1	%	(3) (5) (7) (8) (18) (29)
						1,730		1,502		1,730
Team Air Distributing, LLC	Consumer Cyclical	Subordinated Term Loan	12.0% Cash	5/24	5/28	600		589		590		—	%	(7) (28)
		Partnership Equity (400,000 units)	N/A	5/24	N/A			400		420		—	%	(7) (26)
						600		989		1,010
Techone B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 9.3% Cash	11/21	11/28	6,044		5,866		5,944		0.5	%	(3) (5) (7) (8) (10)
		Revolver	EURIBOR + 5.50%, 9.3% Cash	11/21	05/28	97		88		93		—	%	(3) (7) (8) (10) (28) (29)
						6,141		5,954		6,037
Tencarva Machinery Company, LLC	Capital Equipment	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.6% Cash	12/21	12/27	6,248		6,172		6,213		0.5	%	(5) (6) (7) (8) (16)
		Revolver	SOFR + 5.00%, 10.6% Cash	12/21	12/27	—		(13)		(6)		—	%	(7) (8) (16) (28) (29)
						6,248		6,159		6,207
Terrybear, Inc.	Consumer Products	Subordinated Term Loan	10.0% Cash, 4.0% PIK	04/22	04/28	274		270		260		—	%	(7) (28)
		Common Stock (24,359 shares)	N/A	04/22	N/A			239		115		—	%	(7) (26)
						274		509		375
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	SOFR + 4.25%, 9.6% Cash	10/21	12/27	1,239		1,188		1,239		0.1	%	(5) (6) (7) (8) (16) (29)
		Revolver	SOFR + 4.25%, 9.6% Cash	10/21	12/27	—		(14)		—		—	%	(7) (8) (16) (28) (29)
		Subordinated Term Loan	SOFR + 7.75%, 13.2% Cash	10/21	12/27	5,368		5,294		5,338		0.4	%	(7) (8) (17) (28)
						6,607		6,468		6,577
The Cleaver-Brooks Company, Inc.	Capital Equipment	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	07/22	07/28	14,164		13,894		14,164		1.1	%	(5) (6) (7) (8) (15) (28) (29)
		Subordinated Term Loan	12.5%, PIK	07/22	07/29	4,234		4,168		4,185		0.3	%	(7) (28)
						18,398		18,062		18,349
The Hilb Group, LLC	Insurance Brokerage	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.2% Cash	05/21	12/26	8,920		8,787		8,854		0.7	%	(5) (6) (7) (8) (15) (28) (29)
						8,920		8,787		8,854
The Octave Music Group, Inc.	Media: Diversified & Production	Second Lien Senior Secured Term Loan	SOFR + 7.50%, 12.8% Cash	04/22	04/30	2,234		2,196		2,215		0.2	%	(5) (7) (8) (16)
		Partnership Equity (353,584.39 units)	N/A	04/22	N/A			354		1,124		0.1	%	(7) (26) (28)
						2,234		2,550		3,339
Total Safety U.S. Inc.	Diversified Support Services	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash, 5.0% PIK	07/22	08/25	7,865		7,865		7,865		0.6	%	(7) (8) (15) (28)
		First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	08/21	08/25	2,152		2,140		2,040		0.2	%	(8) (15) (28)
						10,017		10,005		9,905
Trader Corporation	Technology	First Lien Senior Secured Term Loan	CDOR + 6.75%, 12.2% Cash	12/22	12/29	2,629		2,481		2,587		0.2	%	(3) (5) (7) (8) (21)
		Revolver	CDOR + 6.75%, 12.2% Cash	12/22	12/28	—		(7)		(6)		—	%	(3) (7) (8) (21) (28) (29)
						2,629		2,474		2,581
Trident Maritime Systems, Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	05/21	02/27	9,284		9,196		9,076		0.7	%	(6) (7) (8) (16) (28)
						9,284		9,196		9,076
Trintech, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.50%, 11.9% Cash	07/23	07/29	12,571		12,214		12,257		0.9	%	(5) (7) (8) (15)
		Revolver	SOFR + 6.50%, 11.9% Cash	07/23	07/29	408		367		373		—	%	(7) (8) (15) (28) (29)
						12,979		12,581		12,630

F-28

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Truck-Lite Co., LLC	Automotive Parts & Equipment	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	05/21	12/26	$	21,096	$	20,891	$	20,885	1.6	%	(5) (6) (7) (8) (16)
						21,096		20,891		20,885
TSYL Corporate Buyer, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 4.75%, 10.1% Cash	12/22	12/28	844		806		810		0.1	%	(5) (6) (7) (8) (16) (29)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.4% Cash	12/23	12/28	627		584		584		—	%	(5) (7) (8) (16)
		Revolver	SOFR + 4.75%, 10.1% Cash	12/22	12/28	—		(10)		(10)		—	%	(7) (8) (16) (28) (29)
		Partnership Units (4,673 units)	N/A	12/22	N/A			5		9		—	%	(7) (26) (28)
						1,471		1,385		1,393
Turbo Buyer, Inc.	Finance Companies	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	11/21	12/25	12,512		12,370		12,063		0.9	%	(5) (6) (7) (8) (16) (29)
						12,512		12,370		12,063
Turnberry Solutions, Inc.	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.4% Cash	07/21	09/26	2,619		2,590		2,599		0.2	%	(6) (7) (8) (16)
						2,619		2,590		2,599
UBC Ledgers Holding AB	Financial Other	First Lien Senior Secured Term Loan	STIBOR + 5.25%, 9.3% Cash	12/23	12/30	1,590		1,467		1,529		0.1	%	(3) (5) (7) (8) (20) (29)
		Revolver	STIBOR + 5.25%, 9.3% Cash	12/23	06/24	—		—		—		—	%	(3) (7) (8) (20) (28) (29)
						1,590		1,467		1,529
UKFast Leaders Limited	Technology	First Lien Senior Secured Term Loan	SONIA + 4.50%, 4.5% Cash, 3.4% PIK	05/21	09/27	4,658		5,055		4,206		0.3	%	(3) (5) (7) (8) (18)
						4,658		5,055		4,206
Union Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 6.00%, 11.4% Cash	06/22	06/29	2,503		2,338		2,350		0.2	%	(3) (5) (7) (8) (18) (29)
						2,503		2,338		2,350
United Therapy Holding III GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 9.9% Cash	04/22	03/29	1,676		1,586		1,220		0.1	%	(3) (5) (7) (8) (11) (29)
						1,676		1,586		1,220
Unither (Uniholding)	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 10.2% Cash	03/23	03/30	2,094		1,956		2,037		0.2	%	(3) (5) (7) (8) (10) (29)
						2,094		1,956		2,037
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)	Legal Services	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	05/21	11/24	3,497		3,436		3,362		0.3	%	(5) (6) (7) (8) (15) (29)
						3,497		3,436		3,362
Utac Ceram	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.65%, 10.1% Cash, 1.8% PIK	05/21	09/27	886		950		834		0.1	%	(3) (5) (7) (8) (10)
		First Lien Senior Secured Term Loan	SOFR + 6.65%, 12.0% Cash, 1.8% PIK	05/21	09/27	247		243		232		—	%	(3) (5) (7) (8) (16)
						1,133		1,193		1,066
Validity, Inc.	IT Consulting & Other Services	First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.7% Cash	05/21	05/26	939		922		939		0.1	%	(5) (7) (8) (15)
						939		922		939
Victoria Bidco Limited	Industrial Machinery	First Lien Senior Secured Term Loan	SONIA + 6.50%, 11.4% Cash	03/22	01/29	5,389		5,523		4,845		0.4	%	(3) (5) (7) (8) (18)
						5,389		5,523		4,845
VistaJet Pass Through Trust 2021-1B	Airlines	Structured Secured Note - Class B	6.3% Cash	11/21	02/29	7,857		7,857		6,524		0.5	%	(7) (28)
						7,857		7,857		6,524
Vital Buyer, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	06/21	06/28	4,920		4,802		4,920		0.4	%	(6) (7) (8) (16) (28)
		Partnership Units (1,096.2 units)	N/A	06/21	N/A			11		29		—	%	(7) (26)
						4,920		4,813		4,949

F-29

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
VP Holding Company	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	05/21	12/25	$	19,396	$	19,325	$	18,679	1.4	%	(5) (6) (7) (8) (16)
		First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	05/21	05/24	1,931		1,926		1,859		0.1	%	(5) (7) (8) (16) (28)
						21,327		21,251		20,538
W2O Holdings, Inc.	Healthcare Technology	First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.6% Cash	05/21	06/25	1,097		1,096		1,076		0.1	%	(7) (16) (28)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.9% Cash	05/21	06/25	482		470		470		—	%	(7) (17) (28) (29)
						1,579		1,566		1,546
WEST-NR ACQUISITIONCO, LLC	Insurance	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.7% Cash	08/23	12/27	3,741		3,604		3,604		0.3	%	(5) (7) (8) (16) (29)
						3,741		3,604		3,604
Wheels Up Experience Inc	Transportation Services	First Lien Senior Secured Term Loan	12.0% Cash	09/22	10/29	17,907		17,277		16,474		1.3	%	(7) (28)
						17,907		17,277		16,474
Whitcraft Holdings, Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	SOFR + 7.00%, 12.3% Cash	02/24	02/29	12,806		12,347		12,409		0.9	%	(7) (8) (16) (28)
		Revolver	SOFR + 7.00%, 12.3% Cash	02/24	02/29	168		81		90		—	%	(7) (8) (16) (28) (29)
		LP Units (84,116.1 units)	N/A	02/24	N/A			841		1,072		0.1	%	(7) (26) (28)
						12,974		13,269		13,571
White Bidco Limited	Technology	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.4% Cash	10/23	10/30	1,749		1,688		1,687		0.1	%	(3) (5) (7) (8) (16) (28) (29)
						1,749		1,688		1,687
Woodland Foods, LLC	Food & Beverage	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.4% Cash	12/21	12/27	8,170		8,056		7,500		0.6	%	(6) (7) (8) (16)
		Revolver	SOFR + 5.75%, 11.4% Cash	12/21	12/27	1,131		1,109		998		0.1	%	(7) (8) (16) (28) (29)
		Common Stock (1,204.46 shares)	N/A	12/21	N/A			1,204		733		0.1	%	(7) (26)
						9,301		10,369		9,231
World 50, Inc.	Professional Services	First Lien Senior Secured Term Loan	SOFR + 4.50%, 10.1% Cash	05/21	01/26	15,451		15,305		15,385		1.2	%	(5) (6) (7) (8) (15)
						15,451		15,305		15,385
WWEC Holdings III Corp	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 5.75%, 11.1% Cash	10/22	10/28	8,039		7,893		8,039		0.6	%	(5) (7) (8) (16)
		Revolver	SOFR + 5.75%, 11.1% Cash	10/22	10/28	349		314		349		—	%	(7) (8) (16) (28) (29)
						8,388		8,207		8,388
Xeinadin Bidco Limited	Financial Other	First Lien Senior Secured Term Loan	SONIA + 5.25%, 10.4% Cash	05/22	05/29	12,273		11,641		12,049		0.9	%	(3) (5) (7) (8) (18) (29)
		Subordinated Term Loan	11.0% PIK	05/22	05/29	4,627		4,387		4,552		0.3	%	(3) (7) (28)
		Common Stock (36,532,680 shares)	N/A	05/22	N/A			452		466		—	%	(3) (7) (26) (28)
						16,900		16,480		17,067
ZB Holdco LLC	Food & Beverage	First Lien Senior Secured Term Loan	SOFR + 6.00%, 11.5% Cash	02/22	02/28	6,339		6,189		6,271		0.5	%	(5) (7) (8) (16) (29)
		Revolver	SOFR + 6.00%, 11.5% Cash	02/22	02/28	—		(12)		(6)		—	%	(7) (8) (16) (28) (29)
		LLC Units (152.7 units)	N/A	02/22	02/28			153		173		—	%	(7)
						6,339		6,330		6,438
Zeppelin Bidco Limited	Services: Business	First Lien Senior Secured Term Loan	SONIA + 6.00%, 11.4% Cash	03/22	03/29	3,084		3,098		2,859		0.2	%	(3) (5) (7) (8) (18) (29)
						3,084		3,098		2,859
Subtotal Non–Control / Non–Affiliate Investments (167.4%)						2,190,265		2,219,083		2,187,808

F-30

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry(30)	Investment Type(1)(2)(31)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Affiliate Investments (4):
Coastal Marina Holdings, LLC	Hotel, Gaming and Leisure	Subordinated Term Loan	10.0% PIK	11/21	11/31	$	3,647	$	3,459	$	3,434	0.3	%	(7) (28)
		Subordinated Term Loan	8.0% Cash	11/21	11/31	8,310		7,798		7,824		0.6	%	(7) (28)
		LLC Units (1,203,914.5 units)	N/A	11/21	N/A			5,472		6,080		0.5	%	(7) (26)
						11,957		16,729		17,338
CPCF BPCC LLC	Investment Funds & Vehicles	9.1% Member Interest	N/A	06/23	N/A			7,886		7,763		0.6	%	(3) (28)
								7,886		7,763
Eclipse Business Capital, LLC	Banking, Finance, Insurance & Real Estate	Revolver	SOFR + 7.25%, 12.6% Cash	08/21	07/28	3,914		3,852		3,915		0.3	%	(7) (15) (28) (29)
		Second Lien Senior Secured Term Loan	7.5% Cash	08/21	07/28	3,209		3,186		3,209		0.2	%	(7) (28)
		LLC Units (63,139,338 units)	N/A	08/21	N/A			65,621		102,917		7.9	%	(7) (28)
						7,123		72,659		110,041
Rocade Holdings LLC	Other Financial	Preferred LP Units (108,000 units)	SOFR + 6.0% PIK, 11.3% PIK	02/23	N/A			114,113		114,113		8.7	%	(7) (16) (28) (29)
		Common LP Units (30.8 units)	N/A	02/23	N/A			—		1,092		0.1	%	(7) (26) (28)
								114,113		115,205
Thompson Rivers LLC	Investment Funds & Vehicles	6.3% Member Interest	N/A	08/21	N/A			12,175		5,304		0.4	%	(26) (28)
								12,175		5,304
Waccamaw River LLC	Investment Funds & Vehicles	20.0% Member Interest	N/A	08/21	N/A			25,082		15,470		1.2	%	(3) (26) (28)
								25,082		15,470
Subtotal Affiliate Investments (20.7%)						19,080		248,644		271,121
Total Investments, December 31, 2023 (188.1%)*						$	2,209,345	$	2,467,727	$	2,458,929

Derivative Instruments

Interest Rate Swaps:
Description	Company Receives	Company Pays	Maturity Date	Notional Amount		Value	Hedged Instrument	Unrealized Appreciation (Depreciation)
Interest rate swap (See Note 4)	6.00%	SOFR + 3.245%	5/10/2027	$	100,000	$(3,271)	Series D Notes	$	(3,271)
Interest rate swap (See Note 4)	6.00%	SOFR + 3.382%	5/10/2027	$	55,000	$(2,049)	Series E Notes	(2,049)
Total Interest Rate Swaps, December 31, 2023								$	(5,320)

F-31

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

Foreign Currency Forward Contracts:
Description	Notional Amount to be Purchased	Notional Amount to be Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)	$45,208	A$70,473	BNP Paribas SA	01/10/24	$	(2,932)
Foreign currency forward contract (CAD)	$5,336	C$7,280	BNP Paribas SA	01/10/24	(178)
Foreign currency forward contract (DKK)	$1,128	7,968kr.	BNP Paribas SA	01/10/24	(55)
Foreign currency forward contract (EUR)	$229,170	€216,996	BNP Paribas SA	01/10/24	(10,903)
Foreign currency forward contract (GBP)	£4,844	$6,086	BNP Paribas SA	01/10/24	85
Foreign currency forward contract (GBP)	$75,288	£61,973	BNP Paribas SA	01/10/24	(3,669)
Foreign currency forward contract (NZD)	$5,519	NZ$9,248	BNP Paribas SA	01/10/24	(342)
Foreign currency forward contract (NOK)	$3,997	43,081kr	BNP Paribas SA	01/10/24	(258)
Foreign currency forward contract (SEK)	$1,868	19,907kr	BNP Paribas SA	01/10/24	(113)
Foreign currency forward contract (CHF)	$6,759	6,137Fr.	BNP Paribas SA	01/10/24	(546)
Total Foreign Currency Forward Contracts, December 31, 2023					$	(18,911)

*    Fair value as a percentage of net assets.

(1)All debt investments are income producing, unless otherwise noted. Barings Private Credit Corporation’s (the “Company”) external investment adviser, Barings LLC (“Barings” or the “Adviser”), determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Company’s board of directors (the “Board”), and the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. Variable rate loans to the Company’s portfolio companies bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR”), the Euro Interbank Offered Rate (“EURIBOR”), the Bank Bill Swap Bid Rate (“BBSY”), the Stockholm Interbank Offered Rate (“STIBOR”), the Canadian Dollar Offered Rate (“CDOR”), the Sterling Overnight Index Average (“SONIA”), the Swiss Average Rate Overnight (“SARON”), the Norwegian Interbank Offered Rate (“NIBOR”), the Bank Bill Market rate (“BKBM”) or an alternate base rate (commonly based on the Federal Funds Rate or the Prime Rate), at the borrower’s option, which reset annually, semi-annually, quarterly or monthly. For each such loan, the Company has provided the interest rate in effect on the date presented. SOFR-based contracts may include a credit spread adjustment that is charged in addition to the base rate and the stated spread. The borrower may also elect to have multiple interest reset periods for each loan.

(2)All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 2023 represented 188.1% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.

(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 24.7% of total investments at fair value as of December 31, 2023. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).

(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company’s voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the year ended December 31, 2023 were as follows:

F-32

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

		December 31, 2022 Value		Gross Additions (a)		Gross Reductions (b)		Amount of Realized Gain (Loss)		Amount of Unrealized Gain (Loss)		December 31, 2023 Value		Amount of Interest or Dividends Credited to Income(c)
Portfolio Company	Type of Investment
Coastal Marina Holdings, LLC (d)	Subordinated Term Loan (8.0% Cash)	$	—	$	7,805	$	—	$	—	$	19	$	7,824	$	358
	Subordinated Term Loan (10.0% PIK)	—		3,440		—		—		(6)		3,434		185
	LLC Units (1,203,914.5 units)	—		6,377		—		—		(297)		6,080		—
		—		17,622		—		—		(284)		17,338		543
CPCF BPCC LLC	9.1% Member Interest	—		7,887		—		—		(124)		7,763		409
		—		7,887		—		—		(124)		7,763		409
Eclipse Business Capital, LLC (d)	Revolver (SOFR + 7.25%, 12.6% Cash)	3,722		24,846		(24,641)		—		(12)		3,915		285
	Second Lien Senior Secured Term Loan (7.5% Cash)	3,209		4		—		—		(4)		3,209		246
	LLC units (63,139,338 units)	95,340		250		(438)		—		7,765		102,917		10,234
		102,271		25,100		(25,079)		—		7,749		110,041		10,765
Rocade Holdings LLC (d)	Preferred LP Units (108,000 units) (SOFR + 6.0% PIK, 11.3% PIK)	—		114,113		—		—		—		114,113		6,113
	Common LP Units (30.8 units)	—		—		—		—		1,092		1,092		—
		—		114,113		—		—		1,092		115,205		6,113
Thompson Rivers LLC	6.3% Member Interest	12,041		—		(7,038)		—		301		5,304		—
		12,041		—		(7,038)		—		301		5,304		—
Waccamaw River LLC	20% Member Interest	20,212		2,480		—		—		(7,222)		15,470		1,460
		20,212		2,480		—		—		(7,222)		15,470		1,460
Total Affiliate Investments		$	134,524	$	167,202	$	(32,117)	$	—	$	1,512	$	271,121	$	19,290

(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.

(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.

(d) The fair value of the investment was determined using significant unobservable inputs.

(5)Some or all of the investment is or will be encumbered as security for BPC Funding LLC’s $800.0 million senior secured revolving credit facility with BNP Paribas (as amended, restated and modified from time to time, the “Revolving Credit Facility”).

(6)Some or all of the investment is or will be encumbered as security for the Company’s $496.5 million term debt securitization which was completed on August 23, 2023 (as amended, restated and modified from time to time, the “2023 Debt Securitization”).

(7)The fair value of the investment was determined using significant unobservable inputs.

(8)Debt investment includes interest rate floor feature.

(9)The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2023 was 3.84500%.

(10)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2023 was 3.90900%.

(11)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2023 was 3.86100%.

(12)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2023 was 4.31000%.

(13)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2023 was 4.35750%.

(14)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2023 was 4.44500%.

(15)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2023 was 5.35472%.

(16)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2023 was 5.33140%.

(17)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2023 was 5.15772%.

(18)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2023 was 5.20530%.

(19)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2023 was 5.13220%.

(20)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2023 was 4.05200%.

(21)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 2023 was 5.45500%.

(22)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2023 was 5.44750%.

(23)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2023 was 5.63000%.

F-33

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

(24)The interest rate on these loans is subject to 6 Month SARON, which as of December 31, 2023 was 1.69524%.

(25)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2023 was 4.59000%.

(26)Investment is non-income producing.

(27)Non-accrual investment.

(28)Some or all of the investment is or will be encumbered as security for the Company’s senior secured credit facility with Sumitomo Mitsui Banking Corporation initially entered into in March 2023 (as amended, restated, and otherwise modified from time to time, the “SMBC Credit Facility”).

(29)Position or portion thereof is an unfunded loan or equity commitment.

(30)A summary of the Company’s investment portfolio by industry at fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands)	December 31, 2023		Percent of Portfolio		Percent of Total Net Assets
Aerospace and Defense	$	118,617	4.8	%	9.1	%
Automotive	47,469		1.9		3.6
Banking, Finance, Insurance and Real Estate	401,512		16.3		30.7
Beverage, Food and Tobacco	25,223		1.0		1.9
Capital Equipment	72,457		3.0		5.5
Chemicals, Plastics, and Rubber	27,798		1.1		2.1
Construction and Building	21,657		0.9		1.7
Consumer goods: Durable	53,766		2.2		4.1
Consumer goods: Non-durable	37,547		1.5		2.9
Containers, Packaging and Glass	49,219		2.0		3.8
Energy: Electricity	8,389		0.3		0.6
Environmental Industries	61,116		2.5		4.7
Healthcare and Pharmaceuticals	226,610		9.2		17.3
High Tech Industries	372,585		15.2		28.5
Hotel, Gaming and Leisure	21,742		0.9		1.7
Investment Funds and Vehicles	28,538		1.2		2.2
Media: Advertising, Printing and Publishing	27,801		1.1		2.1
Media: Broadcasting and Subscription	5,767		0.2		0.4
Media: Diversified and Production	58,154		2.4		4.5
Metals and Mining	—		—		—
Services: Business	390,046		15.9		29.8
Services: Consumer	127,976		5.2		9.8
Structured Products	40,421		1.6		3.1
Telecommunications	23,688		1.0		1.8
Transportation: Cargo	150,066		6.1		11.5
Transportation: Consumer	49,022		2.0		3.8
Utilities: Electric	11,743		0.5		0.9
Total	$	2,458,929	100.0	%	188.1	%

F-34

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2023

(Amounts in thousands, except per share amounts)

(31)A summary of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets are as follows:

($ in thousands)	Cost		Percent of Total Portfolio		Fair Value		Percent of Total Portfolio		Percent of Total Net Assets
December 31, 2023:
Senior debt and 1st lien notes	$	1,981,715	80	%	$	1,958,306	80	%	150	%
Subordinated debt and 2nd lien notes	158,720		7		148,450		6		11
Structured products	27,146		1		23,947		1		2
Equity shares	254,999		10		297,213		12		23
Equity warrants	4		—		2,475		—		—
Investment in joint ventures	45,143		2		28,538		1		2
	$	2,467,727	100	%	$	2,458,929	100	%	188	%

See accompanying notes.

F-35

Barings Private Credit Corporation

Consolidated Schedule of Investments

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Non–Control / Non–Affiliate Investments:
1WorldSync, Inc.	IT Consulting & Other Services	First Lien Senior Secured Term Loan	SOFR + 4.75%, 8.8% Cash	05/21	07/25	$	10,923	$	10,864	$	10,923	1.0	%	(5) (6) (7) (18)
						10,923		10,864		10,923
A.T. Holdings II LTD	Other Financial	First Lien Senior Secured Term Loan	14.3% Cash	11/22	09/29	15,000		15,000		15,000		1.4	%	(3) (6)
						15,000		15,000		15,000
Accelerant Holdings	Banking, Finance, Insurance & Real Estate	Class A Convertible Preferred Equity (5,000 shares)	N/A	01/22	N/A			5,000		5,403		0.5	%	(6) (30)
		Class B Convertible Preferred Equity (1,667 shares)	N/A	12/22	N/A			1,667		1,667		0.2	%	(6) (30)
								6,667		7,070
Acclime Holdings HK Limited	Business Services	First Lien Senior Secured Term Loan	LIBOR + 6.50%, 11.0% Cash	08/21	08/27	2,335		2,270		2,275		0.2	%	(3) (5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 6.50%, 9.6% Cash	08/21	07/27	5,165		5,049		5,032		0.5	%	(3) (5) (6) (7) (10)
						7,500		7,319		7,307
Accurus Aerospace Corporation	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.8% Cash	04/22	03/28	13,332		13,152		13,119		1.2	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.75%, 10.8% Cash	04/22	03/28	691		673		669		0.1	%	(6) (7) (9)
		Common Stock (262,573.98 shares)	N/A	04/22	N/A			262		261		—	%	(6) (30)
						14,023		14,087		14,049
Acogroup	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 6.8% Cash	03/22	10/26	27,407		27,631		25,845		2.4	%	(3) (6) (7) (13) (31)
		First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 6.8% Cash	05/21	10/26	1,281		1,446		1,208		0.1	%	(3) (5) (6) (7) (13)
						28,688		29,077		27,053
Aesthetics Australia Group Pty Ltd (Laser Clinics Australia Group)	Health Care Services	First Lien Senior Secured Term Loan	BBSY + 5.75%, 9.1% Cash	05/21	03/25	694		793		687		0.1	%	(3) (5) (6) (7) (16)
						694		793		687
Air Comm Corporation, LLC	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 10.2% Cash	06/21	07/27	24,760		24,367		24,466		2.2	%	(5) (6) (7) (9)
						24,760		24,367		24,466
AIT Worldwide Logistics Holdings, Inc.	Transportation Services	Second Lien Senior Secured Term Loan	LIBOR + 7.50%, 12.2% Cash	05/21	04/29	7,220		7,083		6,945		0.6	%	(5) (6) (7) (9)
						7,220		7,083		6,945
Amalfi Midco	Healthcare	Subordinated Loan Notes	LIBOR + 2%, 6.8% Cash, 9.0% PIK	09/22	09/28	4,784		4,451		4,303		0.4	%	(3) (6) (9)
		Class B Common Stock (93,165,208 shares)	N/A	09/22	N/A			1,040		1,121		0.1	%	(3) (6) (30)
		Warrants (380,385units)	N/A	09/22	N/A			4		426		—	%	(3) (6) (30)
						4,784		5,495		5,850
Amtech LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.6% Cash	11/21	11/27	2,700		2,625		2,645		0.2	%	(5) (6) (7) (8)
		Revolver	LIBOR + 5.50%, 9.6% Cash	11/21	11/27	91		84		85		—	%	(6) (7) (8)
						2,791		2,709		2,730

F-36

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
AnalytiChem Holding GmbH	Chemicals	First Lien Senior Secured Term Loan	BBSY + 6.00%, 9.1% Cash	11/21	12/28	$	1,355	$	1,424	$	1,326	0.1	%	(3) (5) (6) (7) (15)
		First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 7.7% Cash	11/21	11/28	4,973		5,021		4,869		0.4	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 7.7% Cash	11/21	12/28	1,706		1,825		1,670		0.2	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 7.7% Cash	04/22	10/28	7,237		7,238		7,085		0.7	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.8% Cash	11/21	12/28	951		951		931		0.1	%	(3) (5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.8% Cash	06/22	10/28	1,283		1,283		1,257		0.1	%	(3) (5) (6) (7) (9)
		Revolver	EURIBOR + 6.00%, 7.7% Cash	04/22	10/23	—		(6)		(10)		—	%	(3) (6) (7) (12)
						17,505		17,736		17,128
Anju Software, Inc.	Application Software	First Lien Senior Secured Term Loan	SOFR + 7.25%, 11.6% Cash	05/21	02/25	1,417		1,414		1,165		0.1	%	(5) (6) (7) (8)
						1,417		1,414		1,165
APC1 Holding	Diversified Manufacturing	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.2% Cash	07/22	07/29	2,101		1,952		2,044		0.2	%	(3) (5) (6) (7) (12)
						2,101		1,952		2,044
Apex Bidco Limited	Business Equipment & Services	First Lien Senior Secured Term Loan	SONIA + 6.25% 9.7% Cash	05/21	01/27	407		470		407		—	%	(3) (5) (6) (7) (21)
						407		470		407
APOG Bidco Pty Ltd	Healthcare	Second Lien Senior Secured Term Loan	BBSY + 7.25%, 10.3% Cash	04/22	03/30	1,099		1,191		1,083		0.1	%	(3) (5) (6) (7) (14)
						1,099		1,191		1,083
Aptus 1829. GmbH	Chemicals, Plastics, & Rubber	First Lien Senior Secured Term Loan	EURIBOR + 7.00%, 8.9% Cash	09/21	09/27	5,168		5,556		5,168		0.5	%	(3) (5) (6) (7) (11)
		Preferred Stock (14 shares)	N/A	09/21	N/A			122		119		—	%	(3)(6) (30)
		Common Stock (49 shares)	N/A	09/21	N/A			12		7		—	%	(3)(6) (30)
						5,168		5,690		5,294
Apus Bidco Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	SONIA + 5.50%, 7.2% Cash	05/21	03/28	1,144		1,310		1,104		0.1	%	(3) (5) (6) (7) (22)
						1,144		1,310		1,104
AQA Acquisition Holding Inc	High Tech Industries	Second Lien Senior Secured Term Loan	LIBOR + 7.50%, 12.2% Cash	05/21	03/29	7,460		7,286		7,140		0.7	%	(5) (6) (7) (9)
						7,460		7,286		7,140
Aquavista Watersides 2 LTD	Transportation Services	First Lien Senior Secured Term Loan	SONIA + 6.00%, 8.9% Cash	12/21	12/24	117		81		92		—	%	(3) (5) (6) (7) (22)
		First Lien Senior Secured Term Loan	SONIA + 6.00%, 8.9% Cash	12/21	12/28	2,488		2,692		2,440		0.2	%	(3) (5) (6) (7) (22)
		Second Lien Senior Secured Term Loan	SONIA + 10.5% PIK	12/21	12/28	697		750		684		0.1	%	(3) (6) (7) (22)
						3,302		3,523		3,216
Arc Education	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.0% Cash	07/22	07/29	6,147		5,587		5,938		0.5	%	(3) (5) (6) (7) (12)
						6,147		5,587		5,938
Archimede	Consumer Services	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 7.5% Cash	05/21	10/27	14,408		14,234		14,104		1.3	%	(3) (5) (6) (7) (12)
						14,408		14,234		14,104

F-37

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Argus Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.0% Cash	07/22	07/29	$	616	$	566	$	600	0.1	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.0% Cash	08/22	07/29	1,903		1,823		1,856		0.2	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.0% Cash	09/22	07/29	654		615		638		0.1	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	SOFR+ 5.75%, 10.3% Cash	07/22	07/29	259		252		253		—	%	(3) (5) (6) (7) (18)
		First Lien Senior Secured Term Loan	SONIA + 5.75%, 9.2% Cash	07/22	07/29	3,197		3,028		3,072		0.3	%	(3) (5) (6) (7) (21)
		Subordinated Term Loan	10.5% PIK	07/22	07/29	999		958		973		0.1	%	(3) (6)
		Preferred Stock (83,120 shares)	10.0% PIK	07/22	N/A			103		100		—	%	(3) (6)
		Equity Loan Notes (83,120 units)	10.0% PIK	07/22	N/A			103		100		—	%	(3) (6)
		Common Stock (929 shares)	N/A	07/22	N/A			1		—		—	%	(3) (6) (30)
						7,628		7,449		7,592
Armstrong Transport Group (Pele Buyer, LLC)	Air Freight & Logistics	First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.7% Cash	10/22	06/24	5,960		5,842		5,826		0.5	%	(5) (6) (7) (19)
		First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.2% Cash	05/21	06/24	4,040		3,996		3,949		0.4	%	(5) (6) (7) (9)
						10,000		9,838		9,775
ASC Communications, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.3% Cash	07/22	07/27	12,631		12,434		12,434		1.1	%	(5) (6) (7) (17)
		Class A Units (15,285.8 units)	N/A	07/22	N/A			320		369		—	%	(6) (30)
						12,631		12,754		12,803
ASPEQ Heating Group LLC	Building Products, Air & Heating	First Lien Senior Secured Term Loan	LIBOR + 4.25%, 9.0% Cash	05/21	11/25	1,602		1,593		1,602		0.1	%	(5) (6) (7) (9)
						1,602		1,593		1,602
Astra Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.00%, 9.4% Cash	11/21	11/28	2,382		2,553		2,289		0.2	%	(3) (5) (6) (7) (21)
						2,382		2,553		2,289
ATL II MRO Holdings Inc.	Transportation	First Lien Senior Secured Term Loan	SOFR + 6.00%, 10.4% Cash	11/22	11/28	12,500		12,194		12,188		1.1	%	(5) (6) (7) (19)
		Revolver	SOFR + 6.00%, 10.4% Cash	11/22	11/28	—		(61)		(63)		—	%	(6) (7) (19)
						12,500		12,133		12,125
Audio Precision, Inc.	High Tech Industries	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.2% Cash	05/21	10/24	2,678		3,008		2,665		0.2	%	(5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.7% Cash	05/21	10/24	4,944		4,909		4,919		0.5	%	(5) (6) (7) (9)
						7,622		7,917		7,584
Auxi International	Commercial Finance	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.1% Cash	05/21	12/26	320		358		280		—	%	(3) (5) (6) (7) (13)
						320		358		280
Avalign Holdings, Inc.	Health Care Supplies	First Lien Senior Secured Term Loan	SOFR + 4.50%, 9.1% Cash	05/21	12/25	1,795		1,792		1,695		0.2	%	(5) (6) (7) (17)
						1,795		1,792		1,695
Avance Clinical Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 4.50%, 7.7% Cash	11/21	11/27	2,792		2,820		2,680		0.2	%	(3) (5) (6) (7) (16)
						2,792		2,820		2,680
AWP Group Holdings, Inc.	Business Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	05/21	12/27	1,472		1,456		1,443		0.1	%	(5) (6) (7) (9)
						1,472		1,456		1,443

F-38

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Azalea Buyer, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 10.0% Cash	11/21	11/27	$	4,560	$	4,467	$	4,489	0.4	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.25%, 10.0% Cash	11/21	11/27	—		(8)		(6)		—	%	(6) (7) (9)
		Subordinated Term Loan	12.0% PIK	11/21	05/28	1,431		1,409		1,403		0.1	%	(6)
		Common Stock (192,307.7 shares)	N/A	11/21	N/A			192		183		—	%	(6) (30)
						5,991		6,060		6,069
Bariacum S.A	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 6.7% Cash	11/21	11/28	2,775		2,856		2,711		0.2	%	(3) (5) (6) (7) (13)
						2,775		2,856		2,711
Benify (Bennevis AB)	High Tech Industries	First Lien Senior Secured Term Loan	STIBOR + 5.25%, 7.9% Cash	05/21	07/26	341		423		341		—	%	(3) (5) (6) (7) (23)
						341		423		341
Bestop, Inc.	Auto Parts & Equipment	First Lien Senior Secured Term Loan	SOFR + 5.25%, 10.0% Cash	05/21	01/25	3,575		3,570		3,203		0.3	%	(5) (6) (7) (18)
						3,575		3,570		3,203
Beyond Risk Management, Inc.	Other Financial	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 8.9% Cash	10/21	10/27	2,551		2,499		2,493		0.2	%	(5) (6) (7) (8)
						2,551		2,499		2,493
Bidwax	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 8.6% Cash	05/21	02/28	4,909		5,322		4,767		0.4	%	(3) (5) (6) (7) (13)
						4,909		5,322		4,767
BigHand UK Bidco Limited	High Tech Industries	First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.8% Cash	05/21	01/28	322		317		316		—	%	(3) (5) (6) (7) (18)
		First Lien Senior Secured Term Loan	SONIA + 5.50%, 9.0% Cash	05/21	01/28	376		430		369		—	%	(3) (5) (6) (7) (21)
						698		747		685
Biolam Group	Consumer Non-cyclical	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.2% Cash	12/22	11/29	3,157		2,956		2,939		0.3	%	(3) (5) (6) (7) (12)
						3,157		2,956		2,939
Bounteous, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 10.0% Cash	08/21	08/27	3,734		3,631		3,458		0.3	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 9.6% Cash	08/21	08/27	4,647		4,573		4,345		0.4	%	(5) (6) (7) (8)
						8,381		8,204		7,803
Bridger Aerospace Group Holdings, LLC	Environmental Industries	Municipal Revenue Bond	11.5% Cash	07/22	09/27	32,980		32,980		34,314		3.2	%
		Preferred Stock- Series C (17,725 shares)	7.0% PIK	07/22	N/A			17,533		17,861		1.6	%	(6)
						32,980		50,513		52,175
Brightline Trains Florida LLC	Transportation	Senior Secured Note	8.0% Cash	08/21	01/28	8,000		8,000		6,960		0.6	%	(6)
						8,000		8,000		6,960
Brightpay Limited	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 6.5% Cash	10/21	10/28	3,078		3,205		3,009		0.3	%	(3) (5) (6) (7) (12)
						3,078		3,205		3,009
BrightSign LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	10/21	10/27	10,580		10,492		10,482		1.0	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.75%, 10.5% Cash	10/21	10/27	—		(9)		(10)		—	%	(6) (7) (9)
		LLC Units (923,857.7 units)	N/A	10/21	N/A			924		961		0.1	%	(6) (30)
						10,580		11,407		11,433
British Engineering Services Holdco Limited	Commercial Services & Supplies	First Lien Senior Secured Term Loan	SONIA + 7.00%, 9.3% Cash	05/21	12/27	7,059		7,574		6,881		0.6	%	(3) (5) (6) (7) (21)
						7,059		7,574		6,881

F-39

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Bucharest Bidco Limited	Hotel, Gaming & Leisure	First Lien Senior Secured GBP Term Loan	SONIA + 7.00%, 10.2% Cash	05/21	07/26	$	791	$	816	$	695	0.1	%	(3) (6) (22)
		First Lien Senior Secured USD Term Loan	LIBOR + 7.00%, 12.1% Cash	05/21	07/26	175		156		154		—	%	(3) (6) (10)
						966		972		849
Burgess Point Purchaser Corporation	Auto Parts & Equipment	Second Lien Senior Secured Term Loan	SOFR + 9.00%, 13.3% Cash	07/22	07/30	4,545		4,371		4,390		0.4	%	(5) (6) (7) (17)
		LP Units (455 units)	N/A	07/22	N/A			455		446		—	%	(6) (30)
						4,545		4,826		4,836
BVI Medical, Inc.	Healthcare	Second Lien Senior Secured Term Loan	EURIBOR + 9.50%, 11.6% Cash	06/22	06/26	5,885		5,589		5,644		0.5	%	(5) (6) (7) (12)
						5,885		5,589		5,644
CAi Software, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 10.2% Cash	07/22	12/28	1,377		1,351		1,341		0.1	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 6.25%, 11.0% Cash	12/21	12/28	8,989		8,831		8,755		0.8	%	(5) (6) (7) (9)
		Revolver	LIBOR + 6.25%, 11.0% Cash	12/21	12/28	—		(16)		(24)		—	%	(6) (7) (9)
						10,366		10,166		10,072
Canadian Orthodontic Partners Corp.	Healthcare	First Lien Senior Secured Term Loan	CDOR + 7.00%, 11.9% Cash	06/21	03/26	4,109		4,562		3,876		0.4	%	(3) (5) (6) (7) (25)
		Class A Equity (500,000 units)	N/A	05/22	N/A			389		292		—	%	(3) (6) (30)
		Class C - Warrants (74,712.64 units)	N/A	05/22	N/A			—		—		—	%	(3) (6) (30)
						4,109		4,951		4,168
Caribou Holding Company, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 7.64%, 12.5% Cash	04/22	04/27	3,907		3,855		3,862		0.4	%	(3) (5) (6) (7) (18)
		LLC Units (616,844 units)	N/A	04/22	N/A			617		567		0.1	%	(3) (6) (30)
						3,907		4,472		4,429
Carlson Travel, Inc	Business Travel Management	Common Stock (125,349 shares)	N/A	06/22	N/A			2,538		765		0.1	%	(5) (30)
								2,538		765
Centralis Finco S.a.r.l.	Diversified Financial Services	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 7.1% Cash	05/21	04/27	252		223		238		—	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 7.6% Cash	05/21	04/27	189		200		183		—	%	(3) (5) (6) (7) (12)
						441		423		421
Ceres Pharma NV	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 7.1% Cash	10/21	10/28	4,520		4,616		4,294		0.4	%	(3) (5) (6) (7) (13)
						4,520		4,616		4,294
CGI Parent, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 8.8% Cash	02/22	02/28	17,662		17,354		17,133		1.6	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	SOFR + 4.75%, 9.3% Cash	12/22	02/28	2,134		2,069		2,069		0.2	%	(5) (6) (7) (18)
		Revolver	LIBOR + 4.50% 8.8% Cash	02/22	02/28	—		(29)		(50)		—	%	(6) (7) (8)
		Preferred Stock (551 shares)	N/A	02/22	N/A			551		1,027		0.1	%	(6) (7) (30)
						19,796		19,945		20,179
Chambers Global Holdings Limited	Data Processing & Outsourced Services	First Lien Senior Secured Term Loan	SONIA + 5.50%, 8.9% Cash	05/21	01/26	1,150		1,332		1,132		0.1	%	(3) (5) (6) (7) (21)
						1,150		1,332		1,132
Classic Collision (Summit Buyer, LLC)	Auto Collision Repair Centers	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	05/21	01/26	18,529		18,180		18,245		1.7	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	05/21	04/26	1,065		1,047		1,050		0.1	%	(5) (6) (7) (8)
						19,594		19,227		19,295

F-40

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
CM Acquisition Holding Inc.	Internet & Direct Marketing	First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.0% Cash	05/21	05/25	$	10,813	$	10,786	$	10,326	0.9	%	(5) (6) (7) (18)
						10,813		10,786		10,326
Coastal Marina Holdings, LLC	Other Financial	Subordinated Term Loan	8.0% Cash	11/21	11/31	8,310		7,754		7,764		0.7	%	(6)
		Subordinated Term Loan	10.0% PIK	11/21	11/31	3,230		3,027		3,018		0.3	%	(6)
		LLC Units (1,018,869 units)	N/A	11/21	N/A			4,547		5,364		0.5	%	(6) (30)
						11,540		15,328		16,146
Cobham Slip Rings SAS	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 11.0% Cash	11/21	11/28	3,091		3,027		3,011		0.3	%	(3) (5) (6) (7) (9)
						3,091		3,027		3,011
Command Alkon (Project Potter Buyer, LLC)	Software	First Lien Senior Secured Term Loan	SOFR + 7.75%, 12.1% Cash	05/21	04/27	11,760		11,571		11,537		1.0	%	(5) (6) (7) (17)
						11,760		11,571		11,537
Compass Precision, LLC	Aerospace & Defense	Senior Subordinated Term Loan	11.0% Cash, 1.0% PIK	04/22	04/28	378		371		369		—	%	(5) (6)
		LLC Units (46,085.6 units)	N/A	04/22	N/A			125		159		—	%	(6) (30)
						378		496		528
Comply365, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 5.75%, 10.6% Cash	04/22	04/28	7,133		7,004		7,024		0.6	%	(5) (6) (7) (19)
		Revolver	SOFR + 5.75%, 10.6% Cash	04/22	04/28	86		76		77		—	%	(6) (7) (19)
						7,219		7,080		7,101
Contabo Finco S.À.R.L.	Internet Software & Services	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 7.6% Cash	10/22	10/29	10,329		9,402		10,071		0.9	%	(3) (5) (6) (7) (12)
						10,329		9,402		10,071
Core Scientific, Inc.	Technology	First Lien Senior Secured Term Loan	13.0% Cash	03/22	03/25	16,798		16,784		6,299		0.6	%	(6) (32)
		Common Stock (51,846 shares)	N/A	09/22	N/A			168		4		—	%	(30)
						16,798		16,952		6,303
Cosmelux International	Commodity Chemicals	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 7.8% Cash	05/21	07/24	967		1,086		967		0.1	%	(3) (5) (6) (7) (13)
						967		1,086		967
Coyo Uprising GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 3.25%, 3.3% Cash, 3.5% PIK	09/21	09/28	9,845		10,490		9,544		0.9	%	(3) (5) (6) (7) (13)
		Class A Units (531 units)	N/A	09/21	N/A			248		237		—	%	(3) (6) (30)
		Class B Units (231 units)	N/A	09/21	N/A			538		601		0.1	%	(3) (6) (30)
						9,845		11,276		10,382
CVL 3	Capital Equipment	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 7.6% Cash	12/21	12/28	4,056		4,195		3,983		0.4	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.2% Cash	12/21	12/28	2,480		2,426		2,436		0.2	%	(3) (5) (6) (7) (18)
						6,536		6,621		6,419
CW Group Holdings, LLC	High Tech Industries	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.4% Cash	05/21	01/27	4,087		4,018		4,054		0.4	%	(5) (6) (7) (8)
						4,087		4,018		4,054
DataServ Integrations, LLC	Technology	First Lien Senior Secured Term Loan	SOFR + 6.00%, 10.3% Cash	11/22	11/28	1,918		1,866		1,864		0.2	%	(5) (6) (7) (18)
		Partnership Units (93,153.8 units)	N/A	11/22	N/A			96		96		—	%	(6) (30)
						1,918		1,962		1,960

F-41

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
DecksDirect, LLC	Building Materials	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.4% Cash	12/21	12/26	$	700	$	688	$	690	0.1	%	(5) (6) (7) (8)
		Revolver	LIBOR + 6.00%, 10.4% Cash	12/21	12/26	—		(3)		(3)		—	%	(6) (7) (8)
		Common Stock (1,280.8 shares)	N/A	12/21	N/A			54		48		—	%	(6) (30)
						700		739		735
Direct Travel, Inc.	Lodging & Casinos	First Lien Senior Secured Term Loan	SOFR + 8.50%, 13.0% Cash	05/21	10/23	5,944		5,422		5,923		0.5	%	(6) (7) (18)
		Super Senior Secured Term Loan	SOFR + 6.00%, 10.7% Cash	05/21	10/23	366		366		366		—	%	(6) (7) (18)
						6,310		5,788		6,289
DISA Holdings Corp.	Other Industrial	First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.8% Cash	11/22	09/28	5,704		5,496		5,491		0.5	%	(5) (6) (7) (17)
		Revolver	SOFR + 5.50%, 9.8% Cash	11/22	09/28	13		—		—		—	%	(6) (7) (17)
						5,717		5,496		5,491
Dragon Bidco	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 8.1% Cash	05/21	04/28	534		591		524		—	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 8.9% Cash	05/21	04/28	747		744		733		0.1	%	(3) (5) (6) (7) (13)
						1,281		1,335		1,257
DreamStart Bidco SAS (d/b/a SmartTrade)	Diversified Financial Services	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.2% Cash	05/21	03/27	853		944		845		0.1	%	(3) (5) (6) (7) (12)
						853		944		845
Dune Group	Health Care Equipment	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.0% Cash	09/21	09/28	299		274		269		—	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	09/21	09/28	4,825		4,753		4,743		0.4	%	(3) (5) (6) (7) (9)
						5,124		5,027		5,012
Dunlipharder B.V.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.50%, 10.7% Cash	06/22	06/28	1,000		986		988		0.1	%	(3) (5) (6) (7) (18)
						1,000		986		988
Dwyer Instruments, Inc.	Electric	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.7% Cash	07/21	07/27	25,440		24,922		24,941		2.3	%	(5) (6) (7) (9)
						25,440		24,922		24,941
Echo Global Logistics, Inc.	Air Transportation	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 11.7% Cash	11/21	11/29	16,433		16,175		15,792		1.5	%	(5) (6) (7) (9)
		Partnership Equity (448.2 units)	N/A	11/21	N/A			448		787		0.1	%	(6) (30)
						16,433		16,623		16,579
Ellkay, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 11.0% Cash	09/21	09/27	5,771		5,676		5,705		0.5	%	(5) (6) (7) (9)
						5,771		5,676		5,705
EMI Porta Holdco LLC	Diversified Manufacturing	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	12/21	12/27	19,323		18,860		18,532		1.7	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.75%, 10.5% Cash	12/21	12/27	1,281		1,239		1,208		0.1	%	(6) (7) (9)
						20,604		20,099		19,740
Entact Environmental Services, Inc.	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 11.7% Cash	05/21	12/25	1,808		1,796		1,803		0.2	%	(5) (6) (7) (9)
						1,808		1,796		1,803
EPS NASS Parent, Inc.	Electrical Components & Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	05/21	04/28	2,177		2,141		2,157		0.2	%	(5) (6) (7) (9)
						2,177		2,141		2,157
ERES Group	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 6.3% Cash	05/21	07/26	267		302		267		—	%	(3) (5) (6) (7) (11)
						267		302		267

F-42

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
eShipping, LLC	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.4% Cash	11/21	11/27	$	4,677	$	4,578	$	4,641	0.4	%	(5) (6) (7) (8)
		Revolver	SOFR + 5.00%, 9.4% Cash	11/21	11/27	—		(12)		(4)		—	%	(6) (7) (8)
						4,677		4,566		4,637
Eurofins Digital Testing International LUX Holding SARL	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 8.9% Cash	12/22	12/29	1,480		1,338		1,352		0.1	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	SOFR + 6.75%, 11.5% Cash	12/22	12/29	766		745		745		0.1	%	(3) (5) (6) (7) (18)
		First Lien Senior Secured Term Loan	SONIA + 6.75%, 10.0% Cash	12/22	12/29	2,171		2,158		2,112		0.2	%	(3) (5) (6) (7) (21)
		Second Lien Senior Secured Term Loan	11.5% PIK	12/22	12/30	528		507		513		—	%	(3) (6)
						4,945		4,748		4,722
Events Software BidCo Pty Ltd	Technology	First Lien Senior Secured Term Loan	BBSY + 6.00%, 9.3% Cash	03/22	03/28	1,737		1,853		1,573		0.1	%	(3) (5) (6) (7) (15)
						1,737		1,853		1,573
Express Wash Acquisition Company, LLC	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 6.50%, 10.3% Cash	07/22	07/28	7,182		7,048		7,061		0.6	%	(5) (6) (7) (17)
		Revolver	SOFR + 6.50%, 10.3% Cash	07/22	07/28	140		135		136		—	%	(6) (7) (17)
						7,322		7,183		7,197
F24 (Stairway BidCo Gmbh)	Software Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.1% Cash	05/21	08/27	386		432		384		—	%	(3) (5) (6) (7) (12)
						386		432		384
Findex Group Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	BBSY + 5.00%, 8.0% Cash	05/21	05/24	789		900		789		0.1	%	(3) (5) (6) (14)
						789		900		789
Fineline Technologies, Inc.	Consumer Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	05/21	02/28	3,453		3,399		3,394		0.3	%	(5) (6) (7) (9)
						3,453		3,399		3,394
Finexvet	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.1% Cash	03/22	03/29	2,401		2,387		2,329		0.2	%	(3) (5) (6) (7) (13)
						2,401		2,387		2,329
FinThrive Software Intermediate Holdings Inc.	Business Equipment & Services	Preferred Stock (3,188.51 shares)	11.0% PIK	03/22	N/A			3,823		2,947		0.3	%	(5) (6)
								3,823		2,947
FitzMark Buyer, LLC	Cargo & Transportation	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 8.9% Cash	05/21	12/26	4,267		4,210		4,209		0.4	%	(5) (6) (7) (9)
						4,267		4,210		4,209
Five Star Holding LLC	Packaging	Second Lien Senior Secured Term Loan	SOFR + 7.25%, 12.0% Cash	05/22	05/30	7,152		7,018		6,945		0.6	%	(5) (6) (7) (18)
		LLC Units (505.1 units)	N/A	05/22	N/A			505		502		0.1	%	(6) (30)
						7,152		7,523		7,447
Flavor Producers, LLC.	Packaged Foods & Meats	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.4% Cash, 1.8% PIK	05/21	12/24	889		874		843		0.1	%	(5) (6) (7) (8)
						889		874		843
Flexential Issuer, LLC	Information Technology	Structured Secured Note - Class C	6.9% Cash	11/21	11/51	10,000		9,274		8,642		0.8	%
						10,000		9,274		8,642
Flywheel Re Segregated Portfolio 2022-4	Investment Funds	Preferred Stock (3,202,747 shares)	N/A	08/22	N/A			3,203		3,219		0.3	%	(3) (6) (30)
								3,203		3,219
Footco 40 Limited	Media & Entertainment	First Lien Senior Secured Term Loan	SONIA + 5.75%, 9.2% Cash	04/22	04/29	1,489		1,559		1,437		0.1	%	(3) (5) (6) (7) (21)
						1,489		1,559		1,437

F-43

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Fortis Payment Systems, LLC	Other Financial	First Lien Senior Secured Term Loan	SOFR + 5.25%, 9.9% Cash	10/22	02/26	$	1,575	$	1,516	$	1,513	0.1	%	(5) (6) (7) (17)
						1,575		1,516		1,513
FragilePak LLC	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	05/21	05/27	9,158		8,868		9,158		0.8	%	(5) (6) (7) (9)
		Partnership Units (929.7 units)	N/A	05/21	N/A			930		1,169		0.1	%	(6) (30)
						9,158		9,798		10,327
Front Line Power Construction LLC	Construction Machinery	First Lien Senior Secured Term Loan	LIBOR + 12.50%, 17.2% Cash	11/21	11/28	1,366		1,277		1,522		0.1	%	(6) (7) (9)
		Common Stock (60,001 shares)	N/A	11/21	N/A			100		49		—	%	(30)
						1,366		1,377		1,571
FSS Buyer LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	08/21	08/28	24,533		24,121		24,260		2.2	%	(5) (6) (7) (8)
		LP Interest (2,902.3 units)	N/A	08/21	N/A			29		43		—	%	(6) (30)
		LP Units (12,760.8 units)	N/A	08/21	N/A			128		187		—	%	(6) (30)
						24,533		24,278		24,490
GB Eagle Buyer, Inc.	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 6.50%, 10.5% Cash	12/22	11/28	20,968		20,345		20,339		1.9	%	(5) (6) (7) (18)
		Revolver	SOFR + 6.50%, 10.5% Cash	12/22	11/28	—		(95)		(97)		—	%	(6) (7) (18)
		Partnership Units (859 units)	N/A	12/22	N/A			859		859		0.1	%	(6) (30)
						20,968		21,109		21,101
Glacis Acquisition S.A.R.L.	Transportation Services	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 7.7% Cash	05/21	07/23	3,907		4,012		3,907		0.4	%	(3) (5) (6) (7) (13)
						3,907		4,012		3,907
Global Academic Group Limited	Industrial Other	First Lien Senior Secured Term Loan	BBSY + 6.00%, 9.1% Cash	07/22	07/27	2,502		2,502		2,438		0.2	%	(3) (5) (6) (7) (15)
		First Lien Senior Secured Term Loan	BKBM + 6.00%, 9.1% Cash	07/22	07/27	4,365		4,202		4,242		0.4	%	(3) (5) (6) (7) (26)
						6,867		6,704		6,680
GPNZ II GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 7.4% Cash	06/22	06/29	458		429		375		—	%	(3) (5) (6) (7) (11)
						458		429		375
Graphpad Software, LLC	Internet Software & Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 10.2% Cash	11/21	04/27	16,170		16,016		15,701		1.4	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.7% Cash	05/21	04/27	10,962		10,962		10,786		1.0	%	(5) (6) (7) (9)
						27,132		26,978		26,487
Greenhill II BV	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 7.1% Cash	07/22	07/29	739		672		716		0.1	%	(3) (5) (6) (7) (12)
						739		672		716
Groupe Product Life	Consumer Non-cyclical	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.5% Cash	10/22	10/29	1,561		1,382		1,495		0.1	%	(3) (5) (6) (7) (12)
						1,561		1,382		1,495
Gusto Aus BidCo Pty Ltd	Consumer Non-cyclical	First Lien Senior Secured Term Loan	BBSY + 6.50%, 10.2% Cash	10/22	10/28	2,208		2,016		2,135		0.2	%	(3) (5) (6) (7) (16)
						2,208		2,016		2,135
Healthe Care Specialty Pty Ltd	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	BBSY + 5.00%, 8.6% Cash	05/21	10/24	998		1,122		976		0.1	%	(3) (5) (6) (7) (16)
						998		1,122		976
HeartHealth Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.25%, 8.6% Cash	09/22	09/28	626		569		598		0.1	%	(3) (5) (6) (7) (15)
						626		569		598

F-44

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Heartland Veterinary Partners, LLC	Healthcare	Subordinated Term Loan	11.0% PIK	11/21	11/23	$	659	$	643	$	638	0.1	%	(6)
		Subordinated Term Loan	11.0% PIK	11/21	12/28	5,222		5,117		5,086		0.5	%	(6)
						5,881		5,760		5,724
Heartland, LLC	Business Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	05/21	08/25	6,714		6,632		6,630		0.6	%	(5) (6) (7) (9)
						6,714		6,632		6,630
Heavy Construction Systems Specialists, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.9% Cash	11/21	11/27	22,807		22,423		22,522		2.1	%	(5) (6) (7) (8)
		Revolver	LIBOR + 5.75%, 9.9% Cash	11/21	11/27	—		(36)		(27)		—	%	(6) (7) (8)
						22,807		22,387		22,495
Heilbron (f/k/a Sucsez (Bolt Bidco B.V.))	Insurance	First Lien Senior Secured Term Loan	EURIBOR + 5.00%, 6.9% Cash	05/21	09/26	8,845		9,691		8,615		0.8	%	(3) (5) (6) (7) (12)
						8,845		9,691		8,615
HEKA Invest	Technology	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 8.7% Cash	10/22	10/29	9,998		8,922		9,692		0.9	%	(3) (5) (6) (7) (12)
						9,998		8,922		9,692
HemaSource, Inc.	Health Care Distributors	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	05/21	07/23	7,736		7,716		7,705		0.7	%	(5) (6) (7) (9)
						7,736		7,716		7,705
Home Care Assistance, LLC	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.4% Cash	05/21	03/27	1,547		1,524		1,478		0.1	%	(5) (6) (7) (17)
						1,547		1,524		1,478
Honour Lane Logistics Holdings Limited	Transportation Services	First Lien Senior Secured Term Loan	SOFR + 5.25%, 9.5% Cash	04/22	11/28	17,500		17,023		17,093		1.6	%	(3) (5) (6) (7) (19)
						17,500		17,023		17,093
HTI Technology & Industries	Electronic Component Manufacturing	First Lien Senior Secured Term Loan	SOFR + 8.50%, 11.7% Cash	07/22	07/25	9,541		9,395		9,397		0.9	%	(5) (6) (7) (18)
		Revolver	SOFR + 8.50%, 11.7% Cash	07/22	07/25	—		(14)		(15)		—	%	(6) (7) (18)
						9,541		9,381		9,382
HW Holdco, LLC (Hanley Wood LLC)	Advertising	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 6.0% Cash	05/21	12/24	6,760		6,722		6,658		0.6	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 5.00%, 9.3% Cash	05/21	12/24	6,958		6,864		6,867		0.6	%	(5) (6) (7) (8)
						13,718		13,586		13,525
Hygie 31 Holding	Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.4% Cash	09/22	09/29	640		562		624		0.1	%	(3) (5) (6) (7) (12)
						640		562		624
IM Square	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.0% Cash	12/22	05/28	3,415		3,270		3,321		0.3	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 7.5% Cash	05/21	04/28	4,482		4,873		4,339		0.4	%	(3) (5) (6) (7) (12)
						7,897		8,143		7,660
Image International Intermediate Holdco II, LLC	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.9% Cash	05/21	07/23	24,783		24,657		24,605		2.3	%	(5) (6) (7) (8)
						24,783		24,657		24,605
Infoniqa Holdings GmbH	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 6.2% Cash	11/21	11/28	4,022		4,162		3,913		0.4	%	(3) (5) (6) (7) (13)
						4,022		4,162		3,913
Innovad Group II BV	Beverage, Food & Tobacco	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 9.3% Cash	05/21	04/28	1,001		1,095		870		0.1	%	(3) (5) (6) (7) (13)
						1,001		1,095		870
INOS 19-090 GmbH	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 5.40%, 7.4% Cash	05/21	12/27	436		721		647		0.1	%	(3) (5) (6) (7) (12)
						436		721		647

F-45

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Interstellar Group B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 7.5% Cash	08/22	02/29	$	127	$	120	$	123	—	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 7.5% Cash	08/22	08/29	2,442		2,262		2,354		0.2	%	(3) (5) (6) (7) (12)
						2,569		2,382		2,477
Ipsen International Holding GmbH	Capital Equipment	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 7.4% Cash, 0.5% PIK	05/21	08/24	1,140		1,191		1,113		0.1	%	(3) (6) (7) (13)
						1,140		1,191		1,113
Iridium Bidco Limited	Radio & Television	First Lien Senior Secured Term Loan	SONIA + 5.00%, 8.4% Cash	05/21	04/24	4,591		5,063		4,557		0.4	%	(3) (5) (6) (7) (21)
						4,591		5,063		4,557
Isolstar Holding NV (IPCOM)	Trading Companies & Distributors	First Lien Senior Secured Term Loan	EURIBOR + 6.50%, 8.1% Cash	10/22	10/29	9,165		8,020		8,754		0.8	%	(3) (5) (6) (7) (11)
						9,165		8,020		8,754
ITI Intermodal, Inc.	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.1% Cash	12/21	12/27	714		700		703		0.1	%	(5) (6) (7) (8)
		Revolver	LIBOR + 4.75%, 9.1% Cash	12/21	12/27	6		4		5		—	%	(6) (7) (8)
		Common Stock (1,433.37 shares)	N/A	12/21	N/A			144		127		—	%	(6) (30)
						720		848		835
Jade Bidco Limited (Jane’s)	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 7.9% Cash	05/21	02/29	3,527		3,551		3,463		0.3	%	(3) (5) (6) (7) (13)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.3% Cash	05/21	02/29	21,245		20,783		20,860		1.9	%	(3) (5) (6) (7) (19)
						24,772		24,334		24,323
Jaguar Merger Sub Inc.	Other Financial	First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.5% Cash	12/21	09/24	7,652		7,571		7,617		0.7	%	(5) (6) (7) (18)
		Revolver	SOFR + 5.00%, 9.5% Cash	12/21	09/24	—		(4)		(2)		—	%	(6) (7) (18)
						7,652		7,567		7,615
Jon Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	BKBM + 5.50%, 10.2% Cash	03/22	03/27	3,951		4,230		3,855		0.4	%	(3) (5) (6) (7) (26)
						3,951		4,230		3,855
Jones Fish Hatcheries & Distributors LLC	Consumer Products	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.2% Cash	02/22	02/28	2,785		2,736		2,745		0.3	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.75%, 10.2% Cash	02/22	02/28	—		(7)		(6)		—	%	(6) (7) (9)
		Partnership Units (974.68 units)	N/A	02/22	N/A			97		115		—	%	(6) (30)
						2,785		2,826		2,854
Kano Laboratories LLC	Chemicals, Plastics & Rubber	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 10.1% Cash	05/21	11/26	2,863		2,826		2,808		0.3	%	(5) (6) (7) (10)
						2,863		2,826		2,808
Kid Distro Holdings, LLC	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	10/21	10/27	23,637		23,247		23,361		2.1	%	(5) (6) (7) (9)
		LLC Units (1,062,795.2 units)	N/A	10/21	N/A			1,064		962		0.1	%	(6) (30)
						23,637		24,311		24,323
Kona Buyer, LLC	High Tech Industries	First Lien Senior Secured Term Loan	SOFR + 4.75%, 9.3% Cash	05/21	12/27	14,728		14,510		14,486		1.3	%	(5) (6) (7) (18)
						14,728		14,510		14,486
KSLB Holdings, LLC	Beverage, Food & Tobacco	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 9.2% Cash	05/21	07/25	5,979		5,747		5,447		0.5	%	(5) (6) (7) (9)
						5,979		5,747		5,447
Lambir Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.5% Cash	12/21	12/28	2,183		2,222		2,039		0.2	%	(3) (5) (6) (7) (12)
		Second Lien Senior Secured Term Loan	12.0% PIK	12/21	06/29	694		711		653		0.1	%	(3) (6)
						2,877		2,933		2,692

F-46

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Lattice Group Holdings Bidco Limited	Technology	First Lien Senior Secured Term Loan	SOFR + 5.25%, 8.3% Cash	05/22	05/29	$	667	$	645	$	633	0.1	%	(3) (5) (6) (7) (19)
		Revolver	SOFR + 5.25%, 9.8% Cash	05/22	11/28	35		34		34		—	%	(3) (6) (7) (18)
						702		679		667
LeadsOnline, LLC	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	02/22	02/28	12,918		12,720		12,759		1.2	%	(5) (6) (7) (9)
		Revolver	LIBOR + 4.75%, 9.5% Cash	02/22	02/28	—		(29)		(24)		—	%	(6) (7) (9)
		LLC Units (39,370.1 units)	N/A	02/22	N/A			39		49		—	%	(6) (30)
						12,918		12,730		12,784
Liberty Steel Holdings USA Inc.	Industrial Other	Revolver	SOFR + 4.50%, 8.8% Cash	04/22	04/25	7,500		7,443		7,442		0.7	%	(5) (6) (7) (17)
						7,500		7,443		7,442
Life Extension Institute, Inc.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.9% Cash	05/21	02/24	7,007		7,007		7,007		0.6	%	(5) (6) (7) (8)
						7,007		7,007		7,007
Listrac Bidco Limited	Health Care	First Lien Senior Secured Term Loan	SONIA + 6.25%, 9.6% Cash	05/21	02/23	1,887		1,879		1,406		0.1	%	(3) (6) (7) (22)
		Revolver	SONIA + 6.25%, 9.6% Cash	05/21	02/23	61		62		45		—	%	(3) (6) (7) (22)
						1,948		1,941		1,451
LivTech Purchaser, Inc.	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 9.7% Cash	05/21	12/25	1,527		1,513		1,482		0.1	%	(5) (6) (7) (9)
						1,527		1,513		1,482
Loftware, Inc.	Application Software	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 10.0% Cash	05/21	12/25	21,255		21,118		19,915		1.8	%	(5) (6) (7) (9)
						21,255		21,118		19,915
Long Term Care Group, Inc.	Healthcare	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.3% Cash	04/22	09/27	4,200		4,125		4,083		0.4	%	(5) (6) (7) (8)
						4,200		4,125		4,083
Marmoutier Holding B.V.	Consumer Products	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.8% Cash	12/21	12/24	356		330		341		—	%	(3) (5) (6) (7) (13)
		First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.8% Cash	12/21	12/28	1,825		1,889		1,752		0.2	%	(3) (5) (6) (7) (13)
		Revolver	EURIBOR + 5.00%, 7.8% Cash	12/21	6/27	46		42		40		—	%	(3) (6) (7) (12)
						2,227		2,261		2,133
Marshall Excelsior Co.	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.8% Cash	02/22	02/28	5,718		5,635		5,639		0.5	%	(5) (6) (7) (18)
		Revolver	Prime + 4.50%, 11.5% Cash	02/22	02/28	647		634		636		0.1	%	(6) (7) (29)
						6,365		6,269		6,275
MC Group Ventures Corporation	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.9% Cash	07/21	06/27	6,588		6,470		6,513		0.6	%	(5) (6) (7) (8)
		Partnership Units (560 Units)	N/A	06/21	N/A			560		585		0.1	%	(6) (30)
						6,588		7,030		7,098
Media Recovery, Inc. (SpotSee)	Containers, Packaging & Glass	First Lien Senior Secured Term Loan	SONIA + 6.00%, 9.4% Cash	05/21	11/25	840		971		840		0.1	%	(5) (6) (7) (20)
						840		971		840
Median B.V.	Healthcare	First Lien Senior Secured Term Loan	SONIA + 6.00%, 9.4% Cash	02/22	10/27	5,954		6,514		4,950		0.5	%	(3) (5) (7) (21)
						5,954		6,514		4,950
Medical Solutions Parent Holdings, Inc.	Healthcare	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 11.4% Cash	11/21	11/29	4,421		4,382		4,067		0.4	%	(5) (7) (8)
						4,421		4,382		4,067
Medplast Holdings, Inc.	Health Care	Second Lien Senior Secured Term Loan	LIBOR + 7.75%, 12.1% Cash	05/21	07/26	9,325		8,718		7,915		0.7	%	(5) (7) (8)
						9,325		8,718		7,915

F-47

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Mercell Holding AS	Technology	First Lien Senior Secured Term Loan	NIBOR + 6.00%, 9.1% Cash	08/22	08/29	$	3,188	$	3,126	$	3,102	0.3	%	(3) (5) (6) (7) (28)
		Class A Units (114.4 units)	N/A	08/22	N/A			111		116		—	%	(3) (6) (30)
		Class B Units (28,943.8 units)	N/A	08/22	N/A			—		—		—	%	(3) (6) (30)
						3,188		3,237		3,218
Mertus 522. GmbH	Health Care	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.5% Cash	05/21	05/26	3,827		3,916		3,368		0.3	%	(3) (5) (6) (7) (13)
						3,827		3,916		3,368
Metis BidCo Pty Limited	Business Equipment & Services	First Lien Senior Secured Term Loan	BBSY + 5.25%, 8.5% Cash	05/21	04/26	387		439		387		—	%	(3) (5) (6) (15)
						387		439		387
MNS Buyer, Inc.	Construction & Building	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.9% Cash	08/21	08/27	912		897		835		0.1	%	(5) (6) (7) (8)
		Partnership Units (76.92 Units)	N/A	08/21	N/A			77		54		—	%	(6) (30)
						912		974		889
Modern Star Holdings Bidco Pty Limited	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	BBSY + 6.25%, 9.1% Cash	05/21	12/26	784		858		768		0.1	%	(3) (5) (6) (7) (14)
						784		858		768
Mold-Rite Plastics, LLC	Containers, Packaging & Glass	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 11.2% Cash	09/21	09/29	13,983		12,725		10,487		1.0	%	(5) (6) (7) (10)
						13,983		12,725		10,487
Murphy Midco Limited	Media, Diversified & Production	First Lien Senior Secured Term Loan	SONIA + 5.00%, 8.2% Cash	05/21	11/27	611		690		603		0.1	%	(3) (5) (6) (7) (22)
						611		690		603
Music Reports, Inc.	Media & Entertainment	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.8% Cash	05/21	08/26	2,441		2,411		2,403		0.2	%	(5) (6) (7) (8)
						2,441		2,411		2,403
Napa Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 6.00%, 9.6% Cash	03/22	03/28	13,303		13,767		11,960		1.1	%	(3) (5) (6) (7) (16)
						13,303		13,767		11,960
Narda Acquisitionco., Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 10.2% Cash	12/21	12/27	4,557		4,489		4,119		0.4	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.50%, 10.2% Cash	12/21	12/27	106		91		4		—	%	(6) (7) (9)
		Class A Preferred Stock (3708.01 shares)	N/A	12/21	N/A			371		242		—	%	(6) (30)
		Class B Common Stock (412 shares)	N/A	12/21	N/A			41		—		—	%	(6) (30)
						4,663		4,992		4,365
Navia Benefit Solutions, Inc.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 9.6% Cash	05/21	02/27	4,574		4,519		4,497		0.4	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	SOFR + 5.25%, 9.6% Cash	11/22	02/27	2,032		1,983		1,982		0.2	%	(5) (6) (7) (17)
						6,606		6,502		6,479
NeoxCo	Internet Software & Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 9.2% Cash	05/21	05/25	241		268		241		—	%	(3) (5) (6) (7) (13)
		Second Lien Senior Secured Term Loan	12.5% PIK	05/21	08/25	42		46		42		—	%	(3) (6)
						283		314		283
Net Health Acquisition Corp.	Health Care Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	05/21	12/25	3,609		3,581		3,581		0.3	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	05/21	12/25	7,363		7,303		7,305		0.7	%	(5) (6) (7) (8)
						10,972		10,884		10,886

F-48

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Nexus Underwriting Management Limited	Other Financial	First Lien Senior Secured Term Loan	SONIA + 5.25%, 7.4% Cash	10/21	10/28	$	3,853	$	4,206	$	3,770	0.3	%	(3) (5) (6) (7) (22)
		Revolver	SONIA + 5.25%, 7.4% Cash	10/21	04/23	146		161		146		—	%	(3) (6) (7) (22)
						3,999		4,367		3,916
Northstar Recycling, LLC	Environmental Industries	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	10/21	09/27	6,128		6,028		6,056		0.6	%	(5) (6) (7) (9)
						6,128		6,028		6,056
Novotech Aus Bidco Pty Ltd	Healthcare	First Lien Senior Secured Term Loan	BBSY + 5.25%, 8.8% Cash	01/22	01/28	3,909		4,107		3,815		0.4	%	(3) (5) (6) (7) (16)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 9.6% Cash	01/22	01/28	4,177		4,077		4,053		0.4	%	(3) (5) (6) (7) (19)
						8,086		8,184		7,868
NPM Investments 28 B.V.	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.5% Cash	09/22	10/29	4,287		3,808		4,167		0.4	%	(3) (5) (6) (7) (12)
						4,287		3,808		4,167
OA Buyer, Inc.	Healthcare	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	12/21	12/28	9,568		9,398		9,419		0.9	%	(5) (6) (7) (8)
		Revolver	LIBOR + 5.75%, 10.1% Cash	12/21	12/28	—		(23)		(21)		—	%	(6) (7) (8)
		Partnership Units (210,920.11 units)	N/A	12/21	N/A			211		226		—	%	(6) (30)
						9,568		9,586		9,624
OAC Holdings I Corp	Automotive	First Lien Senior Secured Term Loan	SOFR + 5.00%, 10.0% Cash	03/22	03/29	3,621		3,556		3,567		0.3	%	(5) (6) (7) (19)
		Revolver	SOFR + 5.00%, 10.0% Cash	03/22	03/28	763		739		743		0.1	%	(6) (7) (19)
						4,384		4,295		4,310
OG III B.V.	Containers & Glass Products	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 7.9% Cash	06/21	06/28	14,280		15,517		13,967		1.3	%	(3) (5) (6) (7) (12)
						14,280		15,517		13,967
Omni Intermediate Holdings, LLC	Transportation	First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.7% Cash	05/21	12/26	16,708		16,501		16,375		1.5	%	(5) (6) (7) (18)
		First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.7% Cash	06/22	12/26	4,798		4,692		4,702		0.4	%	(5) (6) (7) (18)
						21,506		21,193		21,077
Options Technology Ltd.	Computer Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.0% Cash	05/21	12/25	8,530		8,404		8,361		0.8	%	(3) (5) (6) (7) (10)
						8,530		8,404		8,361
Oracle Vision Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 4.75%, 7.7% Cash	06/21	05/28	1,334		1,527		1,334		0.1	%	(3) (5) (6) (7) (22)
						1,334		1,527		1,334
Origin Bidco Limited	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 7.7% Cash	06/21	06/28	354		395		342		—	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	06/21	06/28	597		584		577		0.1	%	(3) (5) (6) (7) (9)
						951		979		919
OSP Hamilton Purchaser, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.2% Cash	12/21	12/27	2,258		2,219		2,190		0.2	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	SOFR + 6.00%, 10.5% Cash	12/22	12/27	2,274		2,206		2,206		0.2	%	(5) (6) (7) (18)
		Revolver	LIBOR + 6.00%, 10.2% Cash	12/21	12/27	—		(3)		(6)		—	%	(6) (7) (9)
		LP Units (60,040 units)	N/A	07/22	N/A			208		221		—	%	(6) (30)
						4,532		4,630		4,611
Panoche Energy Center LLC	Electric	First Lien Senior Secured Bond	6.9% Cash	07/22	07/29	4,924		4,430		4,628		0.4	%	(6)
						4,924		4,430		4,628

F-49

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Panther Bidco Pty Ltd (Junior Adventures Group)	Consumer Services	First Lien Senior Secured Term Loan	BBSY + 6.00%, 9.4% Cash	05/21	06/24	$	656	$	745	$	628	0.1	%	(3) (5) (6) (16)
						656		745		628
Pare SAS (SAS Maurice MARLE)	Health Care Equipment	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 7.1% Cash, 0.75% PIK	05/21	12/26	527		591		511		—	%	(3) (5) (6) (7) (13)
		First Lien Senior Secured Term Loan	SOFR + 6.50%, 9.6% Cash	11/22	10/26	4,900		4,705		4,690		0.4	%	(3) (5) (6) (7) (18)
						5,427		5,296		5,201
Patriot New Midco 1 Limited (Forensic Risk Alliance)	Diversified Financial Services	First Lien Senior Secured Term Loan	EURIBOR + 6.75%, 8.5% Cash	05/21	02/27	378		424		360		—	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.75%, 11.4% Cash	05/21	02/27	443		439		421		—	%	(3) (5) (6) (7) (9)
						821		863		781
PDQ.Com Corporation	Business Equipment & Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.4% Cash	08/21	08/27	16,981		16,670		16,738		1.5	%	(5) (6) (7) (9)
		Class A-2 Partnership Units (86.4 units)	N/A	08/21	N/A			86		124		—	%	(6) (30)
						16,981		16,756		16,862
PEGASUS TRANSTECH HOLDING, LLC	Trucking	First Lien Senior Secured Term Loan	LIBOR + 6.75%, 11.1% Cash	05/21	11/24	9,981		9,951		9,622		0.9	%	(5) (6) (7) (8)
						9,981		9,951		9,622
Perforce Software, Inc.	Internet Software & Services	Second Lien Senior Secured Term Loan	LIBOR + 8.00%, 12.4% Cash	05/21	07/27	6,497		6,434		6,348		0.6	%	(5) (6) (7) (8)
						6,497		6,434		6,348
Perimeter Master Note Business Trust	Credit Card ABS	Structured Secured Note - Class A	4.7% Cash	05/22	05/27	182		182		165		—	%	(3) (6)
		Structured Secured Note - Class B	5.4% Cash	05/22	05/27	182		182		162		—	%	(3) (6)
		Structured Secured Note - Class C	5.9% Cash	05/22	05/27	182		182		157		—	%	(3) (6)
		Structured Secured Note - Class D	8.5% Cash	05/22	05/27	181		181		158		—	%	(3) (6)
		Structured Secured Note - Class E	11.4% Cash	05/22	05/27	9,273		9,273		8,154		0.7	%	(3) (6)
						10,000		10,000		8,796
Permaconn BidCo Pty Ltd	Tele- communications	First Lien Senior Secured Term Loan	BBSY + 6.00%, 9.1% Cash	12/21	12/27	7,569		7,805		7,430		0.7	%	(3) (5) (6) (7) (15)
						7,569		7,805		7,430
Polara Enterprises, L.L.C.	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.6% Cash	12/21	12/27	4,200		4,129		4,132		0.4	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	SOFR + 4.75%, 9.2% Cash	06/22	12/27	2,577		2,530		2,535		0.2	%	(5) (6) (7) (18)
		Revolver	LIBOR + 4.75%, 9.6% Cash	12/21	12/27	—		(16)		(15)		—	%	(6) (7) (9)
		Partnership Units (7,408.6 units)	N/A	12/21	N/A			741		823		0.1	%	(6) (30)
						6,777		7,384		7,475
Policy Services Company, LLC	Property & Casualty Insurance	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 8.8% Cash, 4.0% PIK	12/21	06/26	51,948		50,457		50,748		4.7	%	(6) (7) (9)
		Warrants - Class A (2.6774 units)	N/A	12/21	N/A			—		459		—	%	(5) (6) (30)
		Warrants - Class B (0.9036 units)	N/A	12/21	N/A			—		155		—	%	(5) (6) (30)
		Warrants - Class CC (0.0929 units)	N/A	12/21	N/A			—		—		—	%	(5) (6) (30)
		Warrants - Class D (0.2586 units)	N/A	12/21	N/A			—		44		—	%	(5) (6) (30)
						51,948		50,457		51,406
Premium Franchise Brands, LLC	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 6.25%, 9.9% Cash	05/21	12/26	24,659		24,294		24,337		2.2	%	(5) (6) (7) (9)
						24,659		24,294		24,337

F-50

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Premium Invest	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.5% Cash	06/21	06/28	$	4,482	$	4,716	$	4,482	0.4	%	(3) (5) (6) (7) (13)
						4,482		4,716		4,482
Preqin MC Limited	Banking, Finance, Insurance & Real Estate	First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.6% Cash	08/21	07/28	2,500		2,437		2,438		0.2	%	(3) (5) (6) (7) (10)
						2,500		2,437		2,438
Professional Datasolutions, Inc. (PDI)	Application Software	First Lien Senior Secured Term Loan	LIBOR + 4.50%, 8.7% Cash	05/21	10/24	11,759		11,722		11,300		1.0	%	(5) (6) (7) (9)
						11,759		11,722		11,300
ProfitOptics, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 9.6% Cash	03/22	03/28	659		648		650		0.1	%	(5) (6) (7) (10)
		Revolver	LIBOR + 5.75%, 9.6% Cash	03/22	03/28	—		(3)		(3)		—	%	(6) (7) (10)
		Second Lien Senior Subordinated Term Loan	8.0% Cash	03/22	03/29	32		32		30		—	%	(6)
		LLC Units (96,774.2 units)	N/A	03/22	N/A			65		69		—	%	(6) (30)
						691		742		746
Protego Bidco B.V.	Aerospace & Defense	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 7.7% Cash	05/21	03/28	468		509		439		—	%	(3) (5) (6) (7) (13)
		Revolver	EURIBOR + 5.25%, 7.1% Cash	05/21	03/27	127		139		123		—	%	(3) (6) (7) (13)
						595		648		562
PSP Intermediate 4, LLC	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 7.3% Cash	05/22	05/29	872		825		829		0.1	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 10.0% Cash	05/22	05/29	866		844		842		0.1	%	(3) (5) (6) (7) (9)
						1,738		1,669		1,671
QPE7 SPV1 BidCo Pty Ltd	Consumer Cyclical	First Lien Senior Secured Term Loan	BBSY + 5.50%, 8.6% Cash	09/21	09/26	4,711		4,843		4,521		0.4	%	(3) (5) (6) (7) (14)
						4,711		4,843		4,521
Questel Unite	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.5% Cash	05/21	12/27	1,887		1,995		1,754		0.2	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 6.25%, 11.0% Cash	05/21	12/27	1,000		989		971		0.1	%	(3) (5) (6) (7) (9)
						2,887		2,984		2,725
R1 Holdings, LLC	Transportation	First Lien Senior Secured Term Loan	SOFR + 6.25%, 10.8% Cash	12/22	12/28	10,304		9,873		9,873		0.9	%	(5) (6) (7) (18)
		Revolver	SOFR + 6.25%, 10.8% Cash	12/22	12/28	472		403		403		—	%	(6) (7) (18)
						10,776		10,276		10,276
Randys Holdings, Inc.	Automobile Manufacturers	First Lien Senior Secured Term Loan	SOFR + 6.50%, 10.6% Cash	11/22	10/28	16,547		15,909		15,885		1.5	%	(5) (6) (7) (18)
		Revolver	SOFR + 6.50%, 10.6% Cash	11/22	10/28	367		299		297		—	%	(6) (7) (18)
		Partnership Units (6,667 units)	N/A	11/22	N/A			667		667		0.1	%	(6) (30)
						16,914		16,875		16,849
Recovery Point Systems, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.50%, 10.3% Cash	05/21	07/26	2,429		2,429		2,400		0.2	%	(5) (6) (7) (9)
						2,429		2,429		2,400
Renaissance Holding Corp.	Application Software	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 11.4% Cash	05/21	05/26	9,325		9,306		8,622		0.8	%	(5) (7) (8)
						9,325		9,306		8,622
Renovation Parent Holdings, LLC	Home Furnishings	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 10.1% Cash	11/21	11/27	14,417		14,117		13,668		1.3	%	(5) (6) (7) (9)
		Partnership Equity (592,105.3 units)	N/A	11/21	N/A			592		456		—	%	(6) (30)
						14,417		14,709		14,124

F-51

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
REP SEKO MERGER SUB LLC	Air Freight & Logistics	First Lien Senior Secured Term Loan	EURIBOR + 4.75%, 6.6% Cash	05/21	12/26	$	5,866	$	6,293	$	5,793	0.5	%	(5) (6) (7) (11)
		First Lien Senior Secured Term Loan	EURIBOR + 4.75%, 6.6% Cash	06/22	12/26	13,780		13,331		13,608		1.3	%	(5) (6) (7) (11)
		First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	05/21	12/26	7,858		7,841		7,754		0.7	%	(5) (6) (7) (9)
						27,504		27,465		27,155
Resonetics, LLC	Health Care Equipment	Second Lien Senior Secured Term Loan	LIBOR + 7.00%, 11.7% Cash	05/21	04/29	10,304		10,126		10,088		0.9	%	(5) (6) (7) (9)
						10,304		10,126		10,088
RevSpring, Inc.	Business Services	Second Lien Senior Secured Term Loan	LIBOR + 8.25%, 13.0% Cash	05/21	10/26	2,556		2,516		2,556		0.2	%	(5) (6) (7) (9)
						2,556		2,516		2,556
Reward Gateway (UK) Ltd	Precious Metals & Minerals	First Lien Senior Secured Term Loan	SONIA + 6.25%, 8.4% Cash	08/21	06/28	12,084		13,594		11,897		1.1	%	(3) (5) (6) (7) (22)
						12,084		13,594		11,897
Riedel Beheer B.V.	Food & Beverage	First Lien Senior Secured Term Loan	EURIBOR + 6.25%, 8.5% Cash	12/21	12/28	2,213		2,248		2,162		0.2	%	(3) (5) (6) (7) (12)
						2,213		2,248		2,162
ROI Solutions LLC	Business Services	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 9.2% Cash	05/21	08/24	8,466		8,466		8,466		0.8	%	(5) (6) (7) (9)
						8,466		8,466		8,466
Royal Buyer, LLC	Industrial Other	First Lien Senior Secured Term Loan	SOFR + 6.00%, 10.4% Cash	08/22	08/28	14,725		14,388		14,411		1.3	%	(5) (6) (7) (18)
		Revolver	SOFR + 6.00%, 10.4% Cash	08/22	08/28	544		499		502		—	%	(6) (7) (18)
						15,269		14,887		14,913
RPX Corporation	Research & Consulting Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.9% Cash	05/21	10/25	17,082		16,867		16,740		1.5	%	(5) (6) (7) (9)
						17,082		16,867		16,740
Safety Products Holdings, LLC	Non-durable Consumer Goods	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 11.2% Cash	05/21	12/26	5,377		5,296		5,306		0.5	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 6.00%, 11.2% Cash	05/21	09/23	159		135		121		—	%	(5) (6) (7) (9)
						5,536		5,431		5,427
Sandvine Corporation	Communications Equipment	Second Lien Senior Secured Term Loan	LIBOR + 8.00%, 12.4% Cash	05/21	11/26	8,685		8,660		8,546		0.8	%	(5) (6) (7) (8)
						8,685		8,660		8,546
Sanoptis S.A.R.L.	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 8.2% Cash	06/22	07/29	11,066		10,330		10,610		1.0	%	(3) (5) (6) (7) (13)
		First Lien Senior Secured Term Loan	SARON + 5.50%, 5.9% Cash	06/22	07/29	3,996		3,757		3,886		0.4	%	(3) (5) (6) (7) (27)
						15,062		14,087		14,496
Scaled Agile, Inc.	Research & Consulting Services	First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.2% Cash	12/21	12/28	1,735		1,701		1,716		0.2	%	(5) (6) (7) (18)
		Revolver	SOFR + 5.50%, 10.2% Cash	12/21	12/28	—		(6)		(3)		—	%	(6) (7) (18)
						1,735		1,695		1,713
Scout Bidco B.V.	Diversified Manufacturing	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.0% Cash	05/22	03/29	3,243		3,143		3,155		0.3	%	(3) (5) (6) (7) (12)
		Revolver	EURIBOR + 6.00%, 8.0% Cash	05/22	03/29	—		(12)		(10)		—	%	(3) (6) (7) (12)
						3,243		3,131		3,145
Sereni Capital NV	Consumer Cyclical	First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.2% Cash	05/22	11/28	358		331		348		—	%	(3) (5) (6) (7) (13)
		First Lien Senior Secured Term Loan	EURIBOR + 5.75%, 8.2% Cash	05/22	05/29	490		479		479		—	%	(3) (5) (6) (7) (13)
						848		810		827

F-52

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Shelf Bidco Ltd	Other Financial	First Lien Senior Secured Term Loan	SOFR + 6.00%, 10.7% Cash	12/22	01/30	$	34,800	$	33,720	$	33,721	3.1	%	(3) (5) (6) (7) (18)
		Common Stock (1,200,000 shares)	N/A	12/22	N/A			1,200		1,200		0.1	%	(3) (6) (30)
						34,800		34,920		34,921
Simulation Software Investment Company Pty Ltd	Business Services	First Lien Senior Secured Term Loan	BBSY + 5.50%, 8.4% Cash	05/21	08/25	892		897		871		0.1	%	(3) (5) (6) (7) (15)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 10.1% Cash	05/21	08/25	958		939		925		0.1	%	(3) (5) (6) (7) (18)
						1,850		1,836		1,796
SISU ACQUISITIONCO., INC.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 10.2% Cash	05/21	12/26	2,519		2,485		2,315		0.2	%	(5) (6) (7) (9)
						2,519		2,485		2,315
Smartling, Inc.	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	11/21	10/27	14,384		14,109		14,054		1.3	%	(5) (6) (7) (8)
		Revolver	LIBOR + 5.75%, 10.1% Cash	11/21	10/27	—		(17)		(21)		—	%	(6) (7) (8)
						14,384		14,092		14,033
SN BUYER, LLC	Health Care Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.0% Cash	05/21	12/26	5,110		5,057		5,029		0.5	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	SOFR + 5.75%, 10.3% Cash	11/22	12/26	2,162		2,120		2,118		0.2	%	(5) (6) (7) (18)
						7,272		7,177		7,147
Soho Square III Debtco II SARL	Diversified Capital Markets	First Lien Senior Secured Term Loan	9.5% PIK	10/22	10/27	5,639		5,177		5,616		0.5	%	(3) (6)
						5,639		5,177		5,616
Solo Buyer, L.P.	Technology	First Lien Senior Secured Term Loan	SOFR + 6.25%, 10.4% Cash	12/22	12/29	22,606		22,046		22,042		2.0	%	(5) (6) (7) (18)
		Revolver	SOFR + 6.25%, 10.4% Cash	12/22	12/28	—		(49)		(50)		—	%	(6) (7) (18)
		Partnership Units (516,399 units)	N/A	12/22	N/A			516		516		—	%	(6) (30)
						22,606		22,513		22,508
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)	Other Utility	First Lien Senior Secured Term Loan	SOFR + 5.00%, 9.6% Cash	11/22	03/27	1,674		1,623		1,621		0.1	%	(5) (6) (7) (18)
		Revolver	SOFR + 5.00%, 9.6% Cash	11/22	03/27	—		(3)		(4)		—	%	(6) (7) (18)
						1,674		1,620		1,617
Spatial Business Systems LLC	Electric	First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.7% Cash	10/22	10/28	6,094		5,766		5,754		0.5	%	(5) (6) (7) (17)
		Revolver	SOFR + 5.50%, 9.7% Cash	10/22	10/28	—		(34)		(35)		—	%	(6) (7) (17)
						6,094		5,732		5,719
Springbrook Software (SBRK Intermediate, Inc.)	Enterprise Software & Services	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	05/21	12/26	6,689		6,621		6,555		0.6	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	SOFR + 6.50%, 11.1% Cash	12/22	12/26	4,171		4,087		4,087		0.4	%	(5) (6) (7) (18)
						10,860		10,708		10,642
SSCP Pegasus Midco Limited	Healthcare & Pharmaceuticals	First Lien Senior Secured Term Loan	SONIA + 6.50%, 9.4% Cash	05/21	11/27	677		766		667		0.1	%	(3) (5) (6) (7) (21)
						677		766		667
SSCP Spring Bidco Limited	Health Care	First Lien Senior Secured Term Loan	SONIA + 6.00%, 8.2% Cash	05/21	07/25	989		1,150		983		0.1	%	(3) (5) (6) (7) (21)
						989		1,150		983
SSCP Thermal Bidco SAS	Industrial Machinery	First Lien Senior Secured Term Loan	EURIBOR + 5.25%, 7.4% Cash	05/21	07/24	710		804		710		0.1	%	(3) (5) (6) (7) (13)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 9.5% Cash	05/21	07/24	98		98		98		—	%	(3) (5) (6) (7) (10)
						808		902		808
Starnmeer B.V.	Technology	First Lien Senior Secured Term Loan	LIBOR + 6.30%, 10.7% Cash	10/21	04/27	13,388		13,224		13,267		1.2	%	(3) (5) (6) (7) (9)
						13,388		13,224		13,267

F-53

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Superjet Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	12/21	12/27	$	22,943	$	22,548	$	22,622	2.1	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.75%, 10.5% Cash	12/21	12/27	—		(31)		(26)		—	%	(6) (7) (9)
						22,943		22,517		22,596
Syniverse Holdings, Inc.	Technology Distributors	Series A Preferred Equity (7,575,758 units)	12.5% PIK	05/22	N/A			7,945		6,515		0.6	%	(5) (6)
								7,945		6,515
Syntax Systems Ltd	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	11/21	10/28	6,378		6,317		5,955		0.5	%	(3) (5) (6) (7) (8)
		Revolver	LIBOR + 5.75%, 10.1% Cash	11/21	10/26	617		610		569		0.1	%	(3) (6) (7) (8)
						6,995		6,927		6,524
TA SL Cayman Aggregator Corp.	Technology	Subordinated Term Loan	7.8% PIK	07/21	07/28	1,054		1,039		1,022		0.1	%	(6)
		Common Stock (770 shares)	N/A	07/21	N/A			24		29		—	%	(6) (30)
						1,054		1,063		1,051
Tank Holding Corp	Metal & Glass Containers	First Lien Senior Secured Term Loan	SOFR + 5.75%, 10.2% Cash	03/22	03/28	14,310		14,021		14,023		1.3	%	(5) (6) (7) (17)
		Revolver	SOFR + 5.75%, 10.2% Cash	03/22	03/28	109		96		96		—	%	(6) (7) (17)
						14,419		14,117		14,119
Tanqueray Bidco Limited	Technology	First Lien Senior Secured Term Loan	SONIA + 6.25%, 8.4% Cash	11/22	11/29	1,633		1,486		1,558		0.1	%	(3) (5) (6) (7) (21)
						1,633		1,486		1,558
Techone B.V.	Technology	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 7.9% Cash	11/21	11/28	5,840		5,844		5,602		0.5	%	(3) (5) (6) (7) (12)
		Revolver	EURIBOR + 5.50%, 7.9% Cash	11/21	05/28	141		137		130		—	%	(3) (6) (7) (12)
						5,981		5,981		5,732
Tencarva Machinery Company, LLC	Capital Equipment	First Lien Senior Secured Term Loan	LIBOR + 5.00%, 9.7% Cash	12/21	12/23	881		869		871		0.1	%	(5) (6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 5.00%, 9.7% Cash	12/21	12/27	5,431		5,349		5,368		0.5	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.00%, 9.7% Cash	12/21	12/27	—		(16)		(13)		—	%	(6) (7) (9)
						6,312		6,202		6,226
Terrybear, Inc.	Consumer Products	Subordinated Term Loan	10.0% Cash, 4.0% PIK	04/22	04/28	263		259		259		—	%	(6)
		Common Stock (24,358.97 shares)	N/A	04/22	N/A			239		255		—	%	(6) (30)
						263		498		514
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)	Brokerage, Asset Managers & Exchanges	First Lien Senior Secured Term Loan	LIBOR + 4.25%, 9.0% Cash	10/21	12/27	1,251		1,163		1,191		0.1	%	(5) (6) (7) (9)
		Revolver	LIBOR + 4.25%, 9.0% Cash	10/21	12/27	—		(18)		(14)		—	%	(6) (7) (9)
		Subordinated Term Loan	LIBOR + 7.75%, 12.7% Cash	10/21	10/28	5,110		5,023		5,043		0.5	%	(6) (10)
						6,361		6,168		6,220
The Cleaver-Brooks Company, Inc.	Industrial Equipment	First Lien Senior Secured Term Loan	SOFR + 5.75%, 10.1% Cash	07/22	07/28	22,694		22,223		22,268		2.0	%	(5) (6) (7) (17)
		Subordinated Term Loan	11.0% PIK	07/22	07/29	4,848		4,745		4,755		0.4	%	(6)
						27,542		26,968		27,023
The Hilb Group, LLC	Insurance Brokerage	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.9% Cash	05/21	12/26	3,527		3,431		3,388		0.3	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	05/21	12/25	928		912		913		0.1	%	(6) (7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.1% Cash	05/21	12/26	2,668		2,604		2,625		0.2	%	(5) (6) (7) (8)
						7,123		6,947		6,926

F-54

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
The Octave Music Group, Inc.	Media: Diversified & Production	Second Lien Senior Secured Term Loan	SOFR + 7.50%, 12.1% Cash	04/22	04/30	$	6,541	$	6,419	$	6,437	0.6	%	(5) (6) (7) (18)
		Partnership Equity (353,584.39 units)	N/A	04/22	N/A			354		532		—	%	(6) (30)
						6,541		6,773		6,969
Total Safety U.S. Inc	Diversified Support Services	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.7% Cash, 5.0% PIK	07/22	08/25	7,630		7,630		7,631		0.7	%	(6) (7) (9)
		First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.7% Cash	08/21	08/25	2,300		2,282		2,178		0.2	%	(7) (9)
						9,930		9,912		9,809
Trader Corporation	Technology	First Lien Senior Secured Term Loan	CDOR + 6.75%, 11.6% Cash	12/22	12/29	4,601		4,451		4,486		0.4	%	(3) (5) (6) (7) (24)
		Revolver	CDOR + 6.75%, 11.6% Cash	12/22	12/28	—		(9)		(9)		—	%	(3) (6) (7) (24)
						4,601		4,442		4,477
Trident Maritime Systems, Inc.	Aerospace & Defense	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	05/21	02/27	8,957		8,849		8,836		0.8	%	(5) (6) (7) (9)
						8,957		8,849		8,836
Truck-Lite Co., LLC	Automotive Parts & Equipment	First Lien Senior Secured Term Loan	SOFR + 6.25%, 11.1% Cash	05/21	12/26	21,301		21,046		20,683		1.9	%	(5) (6) (7) (18)
						21,301		21,046		20,683
TSM II Luxco 10 SARL	Chemical & Plastics	Subordinated Term Loan	9.3% PIK	03/22	03/27	9,723		9,719		9,450		0.9	%	(3) (5) (6) (7)
						9,723		9,719		9,450
TSYL Corporate Buyer, Inc.	Technology	First Lien Senior Secured Term Loan	SOFR + 4.75%, 9.2% Cash	12/22	12/28	637		591		591		0.1	%	(5) (6) (7) (18)
		Revolver	SOFR + 4.75%, 9.2% Cash	12/22	12/28	—		(4)		(4)		—	%	(6) (7) (18)
		Partnership Units (4,673 units)	N/A	12/22	N/A			5		5		—	%	(6) (30)
						637		592		592
Turbo Buyer, Inc.	Finance Companies	First Lien Senior Secured Term Loan	LIBOR + 6.00%, 10.7% Cash	11/21	12/25	12,639		12,428		12,243		1.1	%	(5) (6) (7) (9)
						12,639		12,428		12,243
Turnberry Solutions, Inc.	Consumer Cyclical	First Lien Senior Secured Term Loan	SOFR + 6.25%, 9.2% Cash	07/21	09/26	2,646		2,606		2,606		0.2	%	(5) (6) (7) (18)
						2,646		2,606		2,606
UKFast Leaders Limited	Technology	First Lien Senior Secured Term Loan	SONIA + 7.25%, 10.8% Cash	05/21	09/27	4,248		4,885		3,759		0.3	%	(3) (5) (6) (7) (21)
						4,248		4,885		3,759
Union Bidco Limited	Healthcare	First Lien Senior Secured Term Loan	SONIA + 5.75%, 9.2% Cash	06/22	06/29	2,361		2,331		2,269		0.2	%	(3) (5) (6) (7) (21)
						2,361		2,331		2,269
United Therapy Holding III GmbH	Healthcare	First Lien Senior Secured Term Loan	EURIBOR + 5.50%, 8.3% Cash	04/22	03/29	1,144		1,101		1,098		0.1	%	(3) (5) (6) (7) (13)
						1,144		1,101		1,098
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)	Legal Services	First Lien Senior Secured Term Loan	SOFR + 5.75%, 10.5% Cash	05/21	11/24	2,518		2,394		2,277		0.2	%	(5) (6) (7) (18)
						2,518		2,394		2,277
Utac Ceram	Business Services	First Lien Senior Secured Term Loan	EURIBOR + 6.00%, 8.2% Cash	05/21	09/27	854		945		845		0.1	%	(3) (5) (6) (7) (12)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 8.9% Cash	05/21	09/27	243		238		240		—	%	(3) (5) (6) (7) (9)
						1,097		1,183		1,085
Validity, Inc.	IT Consulting & Other Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.1% Cash	05/21	05/25	939		911		918		0.1	%	(5) (6) (7) (8)
						939		911		918

F-55

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Victoria Bidco Limited	Industrial Machinery	First Lien Senior Secured Term Loan	SONIA + 6.50%, 7.7% Cash	03/22	01/29	$	4,612	$	5,039	$	4,483	0.4	%	(3) (5) (6) (7) (22)
		First Lien Senior Secured Term Loan	SONIA + 6.50%, 8.7% Cash	03/22	01/29	473		465		460		—	%	(3) (5) (6) (7) (21)
						5,085		5,504		4,943
VistaJet Pass Through Trust 2021-1B	Airlines	Structured Secured Note - Class B	6.3% Cash	11/21	2/29	9,286		9,286		7,584		0.7	%	(6)
						9,286		9,286		7,584
Vital Buyer, LLC	Technology	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 10.2% Cash	06/21	06/28	963		947		962		0.1	%	(5) (6) (7) (9)
		Partnership Units (1,096.2 units)	N/A	06/21	N/A			11		20		—	%	(6) (30)
						963		958		982
VP Holding Company	Transportation Services	First Lien Senior Secured Term Loan	LIBOR + 5.50%, 9.9% Cash	05/21	05/24	14,537		14,383		14,259		1.3	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	SOFR + 5.50%, 9.6% Cash	05/21	05/24	8,528		8,391		8,364		0.8	%	(5) (6) (7) (18)
						23,065		22,774		22,623
W2O Holdings, Inc.	Healthcare Technology	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	05/21	06/25	620		620		614		0.1	%	(6) (7) (9)
						620		620		614
Wheels Up Experience Inc	Transportation Services	First Lien Senior Secured Term Loan	12.0% Cash	10/22	04/31	22,500		21,621		21,921		2.0	%	(6)
						22,500		21,621		21,921
Woodland Foods, LLC	Food & Beverage	First Lien Senior Secured Term Loan	LIBOR + 5.75%, 10.5% Cash	12/21	12/27	8,253		8,113		7,403		0.7	%	(5) (6) (7) (9)
		Revolver	LIBOR + 5.75%, 10.5% Cash	12/21	12/27	1,294		1,266		1,127		0.1	%	(6) (7) (9)
		Common Stock (1,204.46 shares)	N/A	12/21	N/A			1,205		733		0.1	%	(6) (30)
						9,547		10,584		9,263
World 50, Inc.	Professional Services	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.1% Cash	05/21	01/26	15,383		15,165		15,216		1.4	%	(5) (6) (7) (8)
		First Lien Senior Secured Term Loan	LIBOR + 5.25%, 9.6% Cash	05/21	01/26	520		520		512		—	%	(5) (6) (7) (8)
						15,903		15,685		15,728
WWEC Holdings III Corp	Capital Goods	First Lien Senior Secured Term Loan	SOFR + 6.00%, 10.6% Cash	10/22	09/28	10,780		10,467		10,453		1.0	%	(5) (6) (7) (18)
		Revolver	SOFR + 6.00%, 10.6% Cash	10/22	09/28	839		794		792		0.1	%	(6) (7) (18)
						11,619		11,261		11,245
Xeinadin Bidco Limited	Financial Other	First Lien Senior Secured Term Loan	SONIA + 5.25%, 8.2% Cash	05/22	05/29	10,730		10,678		10,376		1.0	%	(3) (5) (6) (7) (21)
		Subordinated Term Loan	11.0% PIK	05/22	05/29	3,789		3,779		3,687		0.3	%	(3) (6) (7)
		Common Stock (354,281 shares)	N/A	05/22	N/A			452		439		—	%	(3) (6) (30)
						14,519		14,909		14,502
ZB Holdco LLC	Food & Beverage	First Lien Senior Secured Term Loan	LIBOR + 4.75%, 9.5% Cash	02/22	02/28	2,684		2,623		2,628		0.2	%	(5) (6) (7) (9)
		Revolver	LIBOR + 4.75%, 9.5% Cash	02/22	02/28	—		(14)		(12)		—	%	(6) (7) (9)
		LLC Units (152.7 units)	N/A	02/22	02/28			153		189		—	%	(6) (30)
						2,684		2,762		2,805
Zeppelin Bidco Limited	Services: Business	First Lien Senior Secured Term Loan	SONIA + 6.25%, 9.2% Cash	03/22	03/29	2,910		3,075		2,581		0.2	%	(3) (5) (6) (7) (20)
						2,910		3,075		2,581
Subtotal Non–Control / Non–Affiliate Investments (186.1%)						2,032,045		2,073,049		2,023,356

F-56

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Portfolio Company	Industry	Investment Type(1)(2)	Interest	Acq. Date	Maturity Date	Principal Amount		Cost		Fair Value		% of Net Assets *		Notes
Affiliate Investments (4):
Eclipse Business Capital, LLC	Banking, Finance, Insurance, & Real Estate	Second Lien Senior Secured Term Loan	7.5% Cash	08/21	07/28	$	3,209	$	3,182	$	3,209	0.3	%	(6)
		Revolver	LIBOR + 7.25%	08/21	07/28	3,722		3,646		3,722		0.3	%	(6) (8)
		LLC Units (63,139,338 units)	N/A	08/21	N/A			65,809		95,340		8.8	%	(6)
						6,931		72,637		102,271
Thompson Rivers LLC	Investment Funds & Vehicles	6.3% Member Interest	N/A	08/21	N/A	—		19,213		12,041		1.1	%
						—		19,213		12,041
Waccamaw River LLC	Investment Funds & Vehicles	20% Member Interest	N/A	08/21	N/A	—		22,602		20,212		1.9	%	(3)
						—		22,602		20,212
Subtotal Affiliate Investments (12.4%)						6,931		114,452		134,524
Total Investments, December 31, 2022 (198.5%)*						$	2,038,976	$	2,187,501	$	2,157,880

Derivative Instruments

Interest Rate Swaps:
Description	Company Receives	Company Pays	Maturity Date	Notional Amount		Value	Hedged Instrument	Unrealized Appreciation (Depreciation)
Interest rate swap (See Note 4)	6.00%	SOFR + 3.245%	5/10/2027	$	100,000	$(4,534)	Series D Notes	$	(4,534)
Interest rate swap (See Note 4)	6.00%	SOFR + 3.382%	5/10/2027	$	55,000	$(2,813)	Series E Notes	(2,813)
Total Interest Rate Swaps, December 31, 2022								$	(7,347)

F-57

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

Foreign Currency Forward Contracts:
Description	Notional Amount to be Purchased	Notional Amount to be Sold	Counterparty	Settlement Date	Unrealized Appreciation (Depreciation)
Foreign currency forward contract (AUD)	A$61,845	$41,434	BNP Paribas SA	01/09/23	$	660
Foreign currency forward contract (AUD)	A$2,300	$1,557	BNP Paribas SA	04/11/23	14
Foreign currency forward contract (AUD)	$40,131	A$61,845	BNP Paribas SA	01/09/23	(1,964)
Foreign currency forward contract (AUD)	$42,446	A$63,128	BNP Paribas SA	04/11/23	(684)
Foreign currency forward contract (CAD)	$7,479	$5,491	BNP Paribas SA	01/09/23	35
Foreign currency forward contract (CAD)	$5,473	$7,479	BNP Paribas SA	01/09/23	(53)
Foreign currency forward contract (CAD)	$5,383	$7,326	BNP Paribas SA	04/11/23	(35)
Foreign currency forward contract (DKK)	7,401kr.	$1,056	BNP Paribas SA	01/09/23	9
Foreign currency forward contract (DKK)	$982	7,401kr.	BNP Paribas SA	01/09/23	(83)
Foreign currency forward contract (DKK)	$1,078	7,499kr.	BNP Paribas SA	04/11/23	(9)
Foreign currency forward contract (EUR)	€187,162	$198,632	BNP Paribas SA	01/09/23	1,693
Foreign currency forward contract (EUR)	$185,138	€187,162	BNP Paribas SA	01/09/23	(15,187)
Foreign currency forward contract (EUR)	$199,111	€186,411	BNP Paribas SA	04/11/23	(1,665)
Foreign currency forward contract (GBP)	£56,336	$68,032	BNP Paribas SA	01/09/23	13
Foreign currency forward contract (GBP)	£1,600	$1,929	BNP Paribas SA	04/11/23	7
Foreign currency forward contract (GBP)	$62,569	£56,336	BNP Paribas SA	01/09/23	(5,477)
Foreign currency forward contract (GBP)	$66,247	£54,756	BNP Paribas SA	04/11/23	(38)
Foreign currency forward contract (NZD)	NZ$8,665	$5,451	BNP Paribas SA	01/09/23	46
Foreign currency forward contract (NZD)	$5,009	NZ$8,665	BNP Paribas SA	01/09/23	(487)
Foreign currency forward contract (NZD)	$5,060	NZ$8,044	BNP Paribas SA	04/11/23	(46)
Foreign currency forward contract (NOK)	38,802kr	$3,939	BNP Paribas SA	01/09/23	6
Foreign currency forward contract (NOK)	$3,626	38,802kr	BNP Paribas SA	01/09/23	(318)
Foreign currency forward contract (NOK)	$4,097	40,202kr	BNP Paribas SA	04/11/23	(7)
Foreign currency forward contract (SEK)	5,694kr	$547	BNP Paribas SA	01/09/23	—
Foreign currency forward contract (SEK)	$512	5,694kr	BNP Paribas SA	01/09/23	(35)
Foreign currency forward contract (SEK)	$555	5,751kr	BNP Paribas SA	04/11/23	—
Foreign currency forward contract (CHF)	18,873Fr.	$19,744	BNP Paribas SA	01/09/23	689
Foreign currency forward contract (CHF)	$19,491	18,873Fr.	BNP Paribas SA	01/09/23	(942)
Foreign currency forward contract (CHF)	$5,336	4,891Fr.	BNP Paribas SA	04/11/23	(12)
Total Foreign Currency Forward Contracts, December 31, 2022					$	(23,870)

*    Fair value as a percentage of net assets.

(1)All debt investments are income producing, unless otherwise noted. The Adviser determines in good faith the fair value of the Company’s investments in accordance with a valuation policy and processes established by the Adviser, which have been approved by the Board, and the 1940 Act. In addition, all debt investments are variable rate investments unless otherwise noted. Index-based floating interest rates are generally subject to a contractual minimum interest rate. A majority of the variable rate loans in the Company’s investment portfolio bear interest at a rate that may be determined by reference to LIBOR, EURIBOR, GBP LIBOR, SARON, BBSY, CDOR, STIBOR, SOFR, BKBM, NIBOR, SONIA or an alternate Base Rate (commonly based on the Federal Funds Rate or the Prime Rate), which typically reset semi-annually, quarterly, or monthly at the borrower’s option. The borrower may also elect to have multiple interest reset periods for each loan.

(2)All of the Company’s portfolio company investments (including joint venture investments), which as of December 31, 2022 represented 198.5% of the Company’s net assets, are subject to legal restrictions on sales. The acquisition date represents the date of the Company’s initial investment in the relevant portfolio company.

(3)Investment is not a qualifying investment as defined under Section 55(a) of the 1940 Act. Non-qualifying assets represent 25.8% of total investments at fair value as of December 31, 2022. Qualifying assets must represent at least 70% of total assets at the time of acquisition of any additional non-qualifying assets. If at any time qualifying assets do not represent at least 70% of the Company’s total assets, the Company will be precluded from acquiring any additional non-qualifying asset until such time as it complies with the requirements of Section 55(a).

(4)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns between 5% or more, up to 25% (inclusive), of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled “Affiliate Investments” for the year ended December 31, 2022 were as follows:

F-58

Barings Private Credit Corporation

Consolidated Schedule of Investments — (Continued)

December 31, 2022

(Amounts in thousands, except per share amounts)

		December 31, 2021 Value		Gross Additions (a)		Gross Reductions (b)		Amount of Realized Gain (Loss)		Amount of Unrealized Gain (Loss)		December 31, 2022 Value		Amount of Interest or Dividends Credited to Income(c)
Portfolio Company	Type of Investment
Eclipse Business Capital, LLC (d)	Second Lien Senior Secured Term Loan (7.5% Cash)	$	3,345	$	4	$	—	$	—	$	(140)	$	3,209	$	242
	Revolver (LIBOR + 7.25%)	$	1,283	$	3,736	$	(1,284)	$	—	$	(13)	$	3,722	$	347
	LLC units (63,139,338 units)	$	65,412	$	2,386	$	—	$	—	$	27,542	$	95,340	$	7,923
		$	70,040	$	6,126	$	(1,284)	$	—	$	27,389	$	102,271	$	8,512
Thompson Rivers LLC	6.3% Member Interest	$	33,511	$	—	$	(13,036)	$	—	$	(8,434)	$	12,041	$	3,571
		$	33,511	$	—	$	(13,036)	$	—	$	(8,434)	$	12,041	$	3,571
Waccamaw River LLC	20% Member Interest	$	13,500	$	8,882	—		$	—	$	(2,170)	$	20,212	$	1,850
		$	13,500	$	8,882	$	—	$	—	$	(2,170)	$	20,212	$	1,850
Total Affiliate Investments		$	117,051	$	15,008	$	(14,320)	$	—	$	16,785	$	134,524	$	13,933

(a) Gross additions include increases in the cost basis of investments resulting from new investments, follow-on investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)     Gross reductions include decreases in the total cost basis of investments resulting from principal repayments, sales and return of capital.

(c)    Represents the total amount of interest, fees or dividends credited to income for the portion of the year an investment was included in the Affiliate category.

(d) The fair value of the investment was determined using significant unobservable inputs.

(5)Some or all of the investment is or will be encumbered as security for the Revolving Credit Facility.

(6)The fair value of the investment was determined using significant unobservable inputs.

(7)Debt investment includes interest rate floor feature.

(8)The interest rate on these loans is subject to 1 Month LIBOR, which as of December 31, 2022 was 4.39157%.

(9)The interest rate on these loans is subject to 3 Month LIBOR, which as of December 31, 2022 was 4.76729%.

(10)The interest rate on these loans is subject to 6 Month LIBOR, which as of December 31, 2022 was 5.13886%.

(11)The interest rate on these loans is subject to 1 Month EURIBOR, which as of December 31, 2022 was 1.88400%.

(12)The interest rate on these loans is subject to 3 Month EURIBOR, which as of December 31, 2022 was 2.13200%.

(13)The interest rate on these loans is subject to 6 Month EURIBOR, which as of December 31, 2022 was 2.69300%.

(14)The interest rate on these loans is subject to 1 Month BBSY, which as of December 31, 2022 was 3.01500%.

(15)The interest rate on these loans is subject to 3 Month BBSY, which as of December 31, 2022 was 3.26470%.

(16)The interest rate on these loans is subject to 6 Month BBSY, which as of December 31, 2022 was 3.76500%.

(17)The interest rate on these loans is subject to 1 Month SOFR, which as of December 31, 2022 was 4.35806%.

(18)The interest rate on these loans is subject to 3 Month SOFR, which as of December 31, 2022 was 4.58745%.

(19)The interest rate on these loans is subject to 6 Month SOFR, which as of December 31, 2022 was 4.78131%.

(20)The interest rate on these loans is subject to 1 Month SONIA, which as of December 31, 2022 was 3.43570%.

(21)The interest rate on these loans is subject to 3 Month SONIA, which as of December 31, 2022 was 3.75470%.

(22)The interest rate on these loans is subject to 6 Month SONIA, which as of December 31, 2022 was 4.09490%.

(23)The interest rate on these loans is subject to 3 Month STIBOR, which as of December 31, 2022 was 2.70100%.

(24)The interest rate on these loans is subject to 1 Month CDOR, which as of December 31, 2022 was 4.73750%.

(25)The interest rate on these loans is subject to 3 Month CDOR, which as of December 31, 2022 was 4.93500%.

(26)The interest rate on these loans is subject to 3 Month BKBM, which as of December 31, 2022 was 4.53000%.

(27)The interest rate on these loans is subject to 6 Month SARON, which as of December 31, 2022 was 0.94212%.

(28)The interest rate on these loans is subject to 1 Month NIBOR, which as of December 31, 2022 was 3.04000%.

(29)The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50000%.

(30)Investment is non-income producing.

(31)The sale of all or a portion of this investment did not qualify for sale accounting under ASC 860, and therefore the investment remains on the Company’s Consolidated Schedule of Investments as of December 31, 2022. See “Note 4. Borrowings” in the Consolidated Financial Statements for further details.

(32)Non-accrual investment.

See accompanying notes.

F-59

Barings Private Credit Corporation

Notes to Consolidated Financial Statements

1. Organization, Business, Basis of Presentation and Summary of Significant Accounting Policies

Organization and Business

Barings Private Credit Corporation (“BPCC” or the “Company”) was formed on April 2, 2021 as a Maryland limited liability company named Barings Private Credit LLC and commenced operations on May 10, 2021 with its Initial Closing (as defined below). The Company converted to a Maryland corporation, effective on May 13, 2021. The Company is an externally managed, non-diversified closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, the Company has elected to be treated and intends to qualify annually as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company is a non-exchange traded, privately offered perpetual-life BDC, which is a BDC whose shares are not listed for trading on a stock exchange or other securities market. The Company uses the term “privately offered perpetual-life BDC” to describe an investment vehicle of indefinite duration, whose shares of common stock are intended to be sold by the BDC on a continuous basis in private offerings at a price equal to the BDC’s net asset value (“NAV”) per share.

Description of Business

The Company is a financial services company that primarily lends to and invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Company is externally managed by Barings, an investment adviser that is registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company (“MassMutual”), is a leading global asset management firm, with $381.6 billion in assets under management as of December 31, 2023.

Formation Transactions/Initial Portfolio

On May 12, 2021, shortly prior to the Company’s election to be regulated as a BDC and conversion to a Maryland corporation, the Company acquired from MassMutual and C.M. Life Insurance Company (“CM Life”), a subsidiary of MassMutual, a select portfolio of senior secured private debt investments in, and funding obligations to, well-established middle-market businesses that operate across a wide range of industries (the “Initial Portfolio”). The Company used the net proceeds from its $450 million initial closing (the “Initial Closing”) of its private continuous offering of up to $2,000,000,000 in shares of the Company’s common stock (the “Private Offering”), along with borrowings under the Revolving Credit Facility, to purchase the Initial Portfolio.

The investments in the Initial Portfolio were selected based upon the Company’s defined investment objective, amount and type of unfunded obligations associated with each investment and the investment requirements set forth under the 1940 Act or otherwise imposed by applicable laws, rules or regulations, including in accordance with the Company’s election to be treated as a RIC for tax purposes.

The aggregate purchase price for the Initial Portfolio was $602.4 million, which is equal to the sum of the fair values of each investment in the Initial Portfolio at the time of purchase of the Initial Portfolio, net of accrued fees associated with certain unfunded obligations in the Initial Portfolio. The investments in the Initial Portfolio were valued as of March 31, 2021 by an independent third-party valuation firm, provided that any investments in the Initial Portfolio acquired by MassMutual or CM Life after March 31, 2021 were initially valued at cost. In connection with the acquisition of the Initial Portfolio, Barings conducted certain valuation procedures to confirm whether there had been any material changes to the fair value of the investments and obligations in the Initial Portfolio from the previously determined fair value thereof and concluded that no purchase price adjustments were necessary given the absence of any such material changes.

F-60

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Basis of Presentation

The financial statements of the Company include the accounts of Barings Private Credit Corporation and its wholly-owned subsidiaries. The effects of all intercompany transactions between the Company and its wholly-owned subsidiaries have been eliminated in consolidation. The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. ASC Topic 946 states that consolidation by the Company of an investee that is not an investment company is not appropriate, except when the Company holds a controlling interest in an operating company that provides all or substantially all of its services directly to the Company or to its portfolio companies. None of the portfolio investments made by the Company qualify for this exception. Therefore, the Company’s investment portfolio is carried on the Consolidated Balance Sheet at fair value, as discussed further in Note 3, with any adjustments to fair value recognized as “Net unrealized appreciation (depreciation)” on the Consolidated Statements of Operations.

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All financial data and information included in these financial statements have been presented on the basis described above. Financial statements prepared on a U.S. GAAP basis require management to make estimates and assumptions that affect the amounts and disclosures reported in the Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known, which could impact the amounts reported and disclosed herein.

Recently Issued Accounting Standards

In June 2022, the FASB issued Accounting Standards Update, 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”), which affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring the fair value. The amendments also require additional disclosures for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The effective date for the amendments in ASU 2022-03 are for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU 2022-03 on its financial statements.

In March 2020, the FASB issued Accounting Standards Update, 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). The amendments in ASU 2020-04 provide optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 was effective for all entities as of March 12, 2020 through December 31, 2022. In December 2022, the FASB issued Accounting Standards Update 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which deferred the sunset day of this guidance to December 31, 2024. The Company determined this guidance will not have a material impact on its consolidated financial statements.

Discretionary Share Repurchase Program

The Company has commenced a discretionary share repurchase program in which it may, subject to market conditions and the discretion of the Board, offer to repurchase, in each quarter, up to 5% of shares of the Company’s common stock outstanding as of the close of the previous calendar quarter. The Board may amend, suspend or terminate the share repurchase program at any time if in its reasonable judgment if it deems such action to be in the Company’s best interest and the best interest of the Company’s stockholders. As a result, share repurchases may not be available each quarter, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect its operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. The Company intends to conduct such repurchase offers in accordance with the requirements of Exchange Act Rule 13e-4 and the 1940 Act and subject to compliance with applicable covenants and restrictions

F-61

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

under the Company’s financing arrangements. All shares purchased by the Company pursuant to the terms of each tender offer will be redeemed and thereafter will be authorized and unissued shares.

Under the Company’s discretionary share repurchase program, to the extent the Company offers to repurchase shares in any particular quarter, it expects to repurchase shares pursuant to quarterly tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter (the “Valuation Date”). Stockholders who purchase shares of the Company’s common stock on or after March 1, 2024 should keep in mind that if they tender their shares of common stock in a tender offer with a Valuation Date that is within the 12-month period following the initial issue date of their tendered shares, the Company may repurchase such shares subject to an “early repurchase deduction” of 2% of the aggregate NAV of the shares repurchased (an “Early Repurchase Deduction”). The Early Repurchase Deduction will be retained by the Company for the benefit of remaining holders of the Company’s common stock. This Early Repurchase Deduction will also generally apply to minimum account repurchases. The Company may, from time to time, waive the Early Repurchase Deduction in the following circumstances, subject to certain conditions: repurchases resulting from death, qualifying disability or divorce; in the event of a stockholder’s shares are repurchased because the stockholder has failed to maintain the $5,000 minimum account balance; or due to trade or operational error.

During the year ended December 31, 2023, the Company accepted for repurchase 1,850,649 shares for a total value of $38.5 million.

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Valuation of Investments

The Adviser conducts the valuation of the Company’s investments, upon which the Company’s NAV is primarily based, in accordance with its valuation policy, as well as established and documented processes and methodologies for determining the fair values of portfolio company investments on a recurring (at least quarterly) basis in accordance with the 1940 Act and FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”). The Company’s current valuation policy and processes were established by the Adviser and have been approved by the Board.

Under ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between a willing buyer and a willing seller at the measurement date. For the Company’s portfolio securities, fair value is generally the amount that the Company might reasonably expect to receive upon the current sale of the security. The fair value measurement assumes that the sale occurs in the principal market for the security, or in the absence of a principal market, in the most advantageous market for the security. If no market for the security exists or if the Company does not have access to the principal market, the security should be valued based on the sale occurring in a hypothetical market.

Under ASC Topic 820, there are three levels of valuation inputs, as follows:

Level 1 Inputs – include quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 Inputs – include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 Inputs – include inputs that are unobservable and significant to the fair value measurement.

A financial instrument is categorized within the ASC Topic 820 valuation hierarchy based upon the lowest level of input to the valuation process that is significant to the fair value measurement. For example, a Level 3 fair value measurement may include inputs that are observable (Levels 1 and 2) and unobservable (Level 3). Therefore,

F-62

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

unrealized appreciation and depreciation related to such investments categorized as Level 3 investments within the tables below may include changes in fair value that are attributable to both observable inputs (Levels 1 and 2) and unobservable inputs (Level 3).

The Company’s investment portfolio includes certain debt and equity instruments of privately held companies for which quoted prices or other observable inputs falling within the categories of Level 1 and Level 2 are generally not available. In such cases, the Adviser determines the fair value of the Company’s investments in good faith primarily using Level 3 inputs. In certain cases, quoted prices or other observable inputs exist, and if so, the Adviser assesses the appropriateness of the use of these third-party quotes in determining fair value based on (i) its understanding of the level of actual transactions used by the broker to develop the quote and whether the quote was an indicative price or binding offer and (ii) the depth and consistency of broker quotes and the correlation of changes in broker quotes with the underlying performance of the portfolio company.

There is no single approach for determining fair value in good faith, as fair value depends upon the specific circumstances of each individual investment. The recorded fair values of the Company’s Level 3 investments may differ significantly from fair values that would have been used had an active market for the securities existed. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned. For a discussion of the risks inherent in determining the value of securities for which readily available market values do not exist, see “Risk Factors — Risks Relating to Our Business and Structure — Our investment portfolio is and will continue to be recorded at fair value as determined in accordance with the Adviser’s valuation policies and procedures and, as a result, there is and will continue to be uncertainty as to the value of our portfolio investments” included in Item 1A of Part I of this Annual Report on Form 10-K.

Investment Valuation Process

The Board must determine fair value in good faith for any or all Company investments for which market quotations are not readily available. The Board has designated the Adviser as valuation designee to perform the fair value determinations relating to the value of the assets held by the Company for which market quotations are not readily available. The Adviser has established a pricing committee that is, subject to the oversight of the Board, responsible for the approval, implementation and oversight of the processes and methodologies that relate to the pricing and valuation of assets held by the Company. The Adviser uses independent third-party providers to price the portfolio, but in the event an acceptable price cannot be obtained from an approved external source, the Adviser will utilize alternative methods in accordance with internal pricing procedures established by the Adviser’s pricing committee.

At least annually, the Adviser conducts reviews of the primary pricing vendors to validate that the inputs used in the vendors’ pricing process are deemed to be market observable. While the Adviser is not provided access to proprietary models of the vendors, the reviews have included on-site walkthroughs of the pricing process, methodologies and control procedures for each asset class and level for which prices are provided. The review also includes an examination of the underlying inputs and assumptions for a sample of individual securities across asset classes, credit rating levels and various durations, a process the Adviser continues to perform annually. In addition, the pricing vendors have an established challenge process in place for all security valuations, which facilitates identification and resolution of prices that fall outside expected ranges. The Adviser believes that the prices received from the pricing vendors are representative of prices that would be received to sell the assets at the measurement date (i.e., exit prices).

The Company’s money market fund investments are generally valued using Level 1 inputs and its equity investments listed on an exchange or on the NASDAQ National Market System are valued using Level 1 inputs, using the last quoted sale price of that day. The Company’s syndicated senior secured loans and structured product investments are generally valued using Level 2 inputs, which are generally valued at the bid quotation obtained from dealers in loans by an independent pricing service. The Company’s middle-market, private debt and equity investments are generally valued using Level 3 inputs.

F-63

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Independent Valuation

The fair value of loans and equity investments that are not syndicated or for which market quotations are not readily available, including middle-market loans, are generally submitted to independent providers to perform an independent valuation on those loans and equity investments as of the end of each quarter. Such loans and equity investments are initially held at cost, as that is a reasonable approximation of fair value on the acquisition date, and monitored for material changes that could affect the valuation (for example, changes in interest rates or the credit quality of the borrower). At the quarter end following that of the initial acquisition, such loans and equity investments are generally sent to a valuation provider which will determine the fair value of each investment. The independent valuation providers apply various methods (synthetic rating analysis, discounting cash flows, and re-underwriting analysis) to establish the rate of return a market participant would require (the “discount rate”) as of the valuation date, given market conditions, prevailing lending standards and the perceived credit quality of the issuer. Future expected cash flows for each investment are discounted back to present value using these discount rates in the discounted cash flow analysis. A range of values will be provided by the valuation provider and the Adviser will determine the point within that range that it will use. If the Adviser’s pricing committee disagrees with the price range provided, it may make a fair value recommendation to the Adviser that is outside of the range provided by the independent valuation provider and the reasons therefore. In certain instances, the Company may determine that it is not cost-effective, and as a result is not in the stockholders’ best interests, to request an independent valuation firm to perform an independent valuation on certain investments. Such instances include, but are not limited to, situations where the fair value of the investment in the portfolio company is determined to be insignificant relative to the total investment portfolio.

Valuation Inputs

The Adviser’s valuation techniques are based upon both observable and unobservable pricing inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Adviser’s market assumptions. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. An independent pricing service provider is the preferred source of pricing a loan, however, to the extent the independent pricing service provider price is unavailable or not relevant and reliable, the Adviser will utilize alternative approaches such as broker quotes or manual prices. The Adviser attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the security.

Valuation of Investment in CPCF BPCC, Thompson Rivers and Waccamaw River

As CPCF BPCC, Thompson Rivers and Waccamaw River are investment companies with no readily determinable fair values, the Adviser estimates the fair value of the Company’s investments in these entities using the NAV of each company and the Company’s ownership percentage as a practical expedient. The NAV is determined in accordance with the specialized accounting guidance for investment companies.

Level 3 Unobservable Inputs

The following tables summarize the significant unobservable inputs the Adviser used in the valuation of the Company’s Level 3 debt and equity securities as of December 31, 2023 and 2022. The weighted average range of unobservable inputs is based on fair value of investments.

F-64

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

December 31, 2023 ($ in thousands)(3)	Fair Value		Valuation Model	Level 3 Input	Range of Inputs	Weighted Average	Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)	$	1,684,709	Yield Analysis	Market Yield	7.8% – 26.1%	11.5%	Decrease
	17,693		Market Approach	Adjusted EBITDA Multiple	1.1x – 12.5x	6.5x	Increase
	184,932		Recent Transaction	Transaction Price	95.0% – 100.0%	97.7%	Increase
Subordinated debt and 2nd lien notes(2)	121,811		Yield Analysis	Market Yield	8.5% – 21.0%	13.8%	Decrease
	7,123		Market Approach	Adjusted EBITDA Multiple	11.0x	11.0x	Increase
Equity shares	8,788		Yield Analysis	Market Yield	14.6%	14.6%	Decrease
	274,281		Market Approach	Adjusted EBITDA Multiple	4.8x – 30.0x	11.0x	Increase
	1,789		Market Approach	Revenue Multiple	6.5x – 9.5x	6.8x	Increase
	6,080		Discounted Cash Flow Analysis	Discount Rate	14.2%	14.2%	Decrease
	5,327		Net Asset Approach	Liabilities	$(55,281.8)	$(55,281.8)	Decrease
	873		Recent Transaction	Transaction Price	$1.00 – $10.00	$4.07	Increase
Equity warrants	2,475		Market Approach	Adjusted EBITDA Multiple	6.3x – 12.5x	7.3x	Increase

(1) Excludes investments with an aggregate fair value amounting to $28,299, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(2) Excludes investments with an aggregate fair value amounting to $1,339, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(3) For structured products, investments with an aggregate fair value amounting to $15,705, were valued by the Adviser using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

During the year ended December 31, 2023, one equity position with a fair value of $2.6 million and six senior debt and first lien note positions with a fair value of $16.4 million transitioned from a yield analysis to a market approach valuation model. In addition, one senior debt and first lien note position with a fair value of $16.5 million and one structured product position with a fair value of $6.5 million transitioned from a discounted cash flow analysis to a broker quote valuation model. The changes in approach were driven by considerations given to the financial performance of each portfolio company.

F-65

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

December 31, 2022 ($ in thousands)	Fair Value		Valuation Model	Level 3 Input	Range of Inputs	Weighted Average	Impact to Valuation from an Increase in Input
Senior debt and 1st lien notes(1)	$	1,440,027	Yield Analysis	Market Yield	7.2% – 30.8%	11.4%	Decrease
	21,921		Discounted Cash Flow Analysis	Discount Rate	13.0%	13.0%	Decrease
	262,514		Recent Transaction	Transaction Price	96.7% – 100.0%	97.5%	Increase
Subordinated debt and 2nd lien notes(2)	125,363		Yield Analysis	Market Yield	9.3% – 16.6%	13.0%	Decrease
	6,931		Market Approach	Adjusted EBITDA Multiple	9.0x	9.0x	Increase
	513		Recent Transaction	Transaction Price	97.3%	97.3%	Increase
Structured products(3)	7,584		Discounted Cash Flow Analysis	Discount Rate	10.4%	10.4%	Decrease
Equity shares	9,462		Yield Analysis	Market Yield	15.7% – 17.8%	16.6%	Decrease
	137,680		Market Approach	Adjusted EBITDA Multiple	6.5x– 43.0x	10.7x	Increase
	1,406		Market Approach	Revenue Multiple	6.5x – 7.0x	6.8x	Increase
	220		Market Approach	Adjusted EBITDA/Revenue Multiple Blend	5.8x	5.8x	Increase
	3,219		Net Asset Approach	Liabilities	$(8,941.8)	$(8,941.8)	Decrease
	5,326		Recent Transaction	Transaction Price	$0.00 – $4,673.00	$516.37	Increase
Equity Warrants	1,083		Market Approach	Adjusted EBITDA Multiple	6.5x – 17.5x	7.3x	Increase

(1) Excludes investments with an aggregate fair value amounting to $11,588, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(2) Excludes investments with an aggregate fair value amounting to $10,487, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

(3) Excludes investments with an aggregate fair value amounting to $8,796, which the Adviser valued using unadjusted prices from independent pricing services and independent indicative broker quotes where pricing inputs were not readily available.

Unsettled Purchases and Sales of Investments

Investment transactions are recorded based on the trade date of the transaction. As a result, unsettled purchases and sales are recorded as payables and receivables from unsettled transactions, respectively. While purchase and sales of the Company’s syndicated senior secured loans generally settle on a T+7 basis, the settlement period will sometimes extend past the scheduled settlement. In such cases, the Company generally is contractually owed and

F-66

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

recognizes interest income equal to the applicable margin (“spread”) beginning on the T+7 date. Such income is accrued as interest receivable and is collected upon settlement of the investment transaction.

Realized Gain or Loss and Unrealized Appreciation or Depreciation of Portfolio Investments

Realized gains or losses are recorded upon the sale or liquidation of investments and are calculated as the difference between the net proceeds from the sale or liquidation, if any, and the cost basis of the investment using the specific identification method. Unrealized appreciation or depreciation reflects the difference between the fair value of the investments and the cost basis of the investments.

Investment Classification

In accordance with the provisions of the 1940 Act, the Company classifies investments by level of control. As defined in the 1940 Act, “Control Investments” are investments in those companies that the Company is deemed to “Control.” “Affiliate Investments” are investments in those companies that are “Affiliated Persons” of the Company, as defined in the 1940 Act, other than Control Investments. “Non-Control / Non-Affiliate Investments” are those that are neither Control Investments nor Affiliate Investments. Generally, under the 1940 Act, the Company is deemed to control a company in which it has invested if the Company owns more than 25.0% of the voting securities (i.e., securities with the right to elect directors) and/or has the power to exercise control over the management or policies of such portfolio company. As of December 31, 2023, the Company does not “Control” any of its portfolio companies for the purposes of the 1940 Act. Under the 1940 Act, the Company is deemed to be an Affiliated Person of a company in which the Company has invested if it owns at least 5.0%, but no more than 25.0%, of the outstanding voting securities of such company

Cash and Foreign Currencies

Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral for certain derivative instruments. Cash is carried at cost, which approximates fair value. The Company places its cash with financial institutions and, at times, cash may exceed insured limits under applicable law.

Short-Term Investments

Short-term investments represent investments in money market funds.

Investment Income

Interest income, including amortization of premium and accretion of discount, is recorded on the accrual basis to the extent that such amounts are expected to be collected. Generally, when interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any previously accrued and uncollected interest when it is determined that interest is no longer considered collectible. As of December 31, 2023 and December 31, 2022, the Company had two portfolio companies and one portfolio company, respectively, with investments that were on non-accrual.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity is recorded on the ex-dividend date.

Payment-in-Kind Interest

The Company currently holds, and expects to hold in the future, some loans in its portfolio that contain payment-in-kind (“PIK”) interest provisions. PIK interest, computed at the contractual rate specified in each loan agreement, is periodically added to the principal balance of the loan, rather than being paid to the Company in cash, and is recorded as interest income. Thus, the actual collection of PIK interest may be deferred until the time of debt principal repayment.

F-67

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

PIK interest, which is a non-cash source of income at the time of recognition, is included in the Company’s taxable income and therefore affects the amount the Company is required to distribute to its stockholders to maintain its tax treatment as a RIC for federal income tax purposes, even though the Company has not yet collected the cash. Generally, when current cash interest and/or principal payments on a loan become past due, or if the Company otherwise does not expect the borrower to be able to service its debt and other obligations, the Company will place the loan on non-accrual status and will generally cease recognizing PIK interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. The Company writes off any accrued and uncollected PIK interest when it is determined that the PIK interest is no longer collectible.

Fee Income

Origination, facility, commitment, consent and other advance fees received in connection with loan agreements (“Loan Origination Fees”) are recorded as deferred income and recognized as investment income over the term of the loan. Upon prepayment of a loan, any unamortized Loan Origination Fees are recorded as investment income. In the general course of its business, the Company receives certain fees from portfolio companies, which are non-recurring in nature. Such fees include loan prepayment penalties, structuring fees, covenant waiver fees and amendment fees, and are recorded as investment income when earned.

Fee income for the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021 , was as follows:

	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Recurring Fee Income:
Amortization of loan origination fees	$	8,374	$	6,633	$	2,686
Management, valuation and other fees	2,422		1,783		341
Total Recurring Fee Income	10,796		8,416		3,027
Non-Recurring Fee Income:
Prepayment fees	380		241		247
Acceleration of unamortized loan origination fees	2,058		3,910		3,157
Advisory, loan amendment and other fees	896		1,071		459
Total Non-Recurring Fee Income	3,334		5,222		3,863
Total Fee Income	$	14,130	$	13,638	$	6,890

General and Administrative Expenses

Other general and administrative expenses include Board fees, D&O insurance costs, offering costs, legal and accounting expenses, expenses reimbursable to the Adviser under the terms of the Administration Agreement and other costs related to operating the Company.

Offering Expenses

Costs associated with the offering of common stock of the Company are capitalized as deferred offering expenses and included on the Consolidated Balance Sheet in “Prepaid expenses and other assets” and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of common stock and the preparation of the Company’s registration statement on Form 10.

F-68

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Deferred Financing Fees

Costs incurred to issue debt are capitalized and are amortized over the term of the debt agreements using the effective interest method.

Segments

The Company lends to and invests in customers in various industries. The Company separately evaluates the performance of each of its lending and investment relationships. However, because each of these loan and investment relationships has similar business and economic characteristics, they have been aggregated into a single lending and investment segment. All applicable segment disclosures are included in or can be derived from the Company’s financial statements.

Concentration of Credit Risk

As of December 31, 2023 and 2022, there were no individual investments representing greater than 10% of the fair value of the Company’s portfolio. As of both December 31, 2023 and 2022, the Company’s largest single portfolio company investment represented approximately 4.7% of the fair value of the Company’s portfolio. Income, consisting of interest, dividends, fees, other investment income and realization of gains or losses on equity interests, can fluctuate dramatically upon repayment of an investment or sale of an equity interest and in any given year can be highly concentrated among several portfolio companies.

As of December 31, 2023, all of BPC Funding LLC’s (“BPC Funding”) assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the Revolving Credit Facility. As of December 31, 2023, all of Barings Private Credit Corporation CLO 2023-1 Ltd.’s assets were pledged (or will be pledged when the related investment purchase settles) as collateral for the 2023 Debt Securitization. As of December 31, 2023, all assets (other than those that are owned by BPC Funding and Barings Private Credit Corporation CLO 2023-1 Ltd.) were pledged (or will be pledged when the related investment purchase settles) as collateral for the SMBC Credit Facility.

Financial and Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, certain derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument is recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, are recognized as components of interest expense in the Consolidated Statements of Operations. The fair value of the Company’s interest rate swaps is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

Investments Denominated in Foreign Currency

As of December 31, 2023, the Company held 17 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 72 investments that were denominated in Euros, two investments that were denominated in Swiss francs, two investments that were denominated in Swedish krona, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone and 26 investments that were denominated in British pounds sterling. As of December 31, 2022, the Company held 18 investments that were denominated in Australian dollars, two investments that were denominated in Canadian dollars, one investment that was denominated in Danish kroner, 65 investments that were denominated in Euros, one investment that was denominated in Swiss francs, one investment that was denominated in Swedish krona, two investments that were denominated in New Zealand dollars, one investment that was denominated in Norwegian krone and 29 investments that were denominated in British pounds sterling.

F-69

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

At each balance sheet date, portfolio company investments denominated in foreign currencies are translated into United States dollars using the spot exchange rate on the last business day of the period. Purchases and sales of foreign portfolio company investments, and any income from such investments, are translated into United States dollars using the rates of exchange prevailing on the respective dates of such transactions.

Although the fair values of foreign portfolio company investments and the fluctuation in such fair values are translated into United States dollars using the applicable foreign exchange rates described above, the Company does not separately report that portion of the change in fair values resulting from foreign currency exchange rate fluctuations from the change in fair values of the underlying investment. All fluctuations in fair value are included in net unrealized appreciation (depreciation) of investments in the Company’s Consolidated Statements of Operations.

In addition, during the years ended December 31, 2023 and 2022, the Company entered into forward currency contracts primarily to help mitigate the impact that an adverse change in foreign exchange rates would have on the Company’s investments denominated in foreign currencies. Net unrealized appreciation or depreciation on foreign currency contracts are included in “Net unrealized appreciation (depreciation) - forward currency contracts” and net realized gains or losses on forward currency contracts are included in “Net realized gains (losses) - forward currency contracts” in the Company’s Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. Dollar.

Dividends and Distributions

Dividends and distributions to common stockholders are approved by the Board and dividends payable are recorded on the ex-dividend date.

The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of dividends on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, when the Company declares a dividend, stockholders who have not opted out of the DRIP will have their dividends automatically reinvested in shares of the Company’s common stock, rather than receiving cash dividends.    

F-70

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

The table below summarizes the Company’s dividends and distributions in the three years ended December 31, 2023:

Declared ($ in thousands, except per share amounts)	Record	Payable	Per  Share Amount		Amount Paid in Cash		Amount Settled via Newly Issued Shares		Total
August 5, 2021	September 8, 2021	September 15, 2021	$	0.40	$	12,398	$	—	$	12,398
November 9, 2021	November 24, 2021	December 1, 2021	0.41		14,224		—		14,224
Total 2021 dividends and distributions			$	0.81	$	26,622	$	—	$	26,622
February 23, 2022	March 9, 2022	March 16, 2022	$	0.42	$	16,971	$	126	$	17,097
May 5, 2022	June 8, 2022	June 15, 2022	0.43		22,054		129		22,183
August 9, 2022	September 27, 2022	September 29, 2022	0.44		22,834		41		22,875
October 13, 2022	October 26, 2022	October 28, 2022	0.15		7,774		49		7,823
October 13, 2022	November 25, 2022	November 29, 2022	0.15		7,863		50		7,913
October 13, 2022	December 27, 2022	December 29, 2022	0.15		7,880		56		7,936
Total 2022 dividends and distributions			$	1.74	$	85,376	$	451	$	85,827
November 10, 2022	January 26, 2023	January 30, 2023	$	0.155	$	8,153	$	57	$	8,210
November 10, 2022	February 24, 2023	February 27, 2023	0.155		8,167		93		8,260
November 10, 2022	March 27, 2023	March 29, 2023	0.20		10,573		184		10,757
February 23, 2023	April 26, 2023	April 28, 2023	0.20		10,619		975		11,594
February 23, 2023	May 26, 2023	May 26, 2023	0.20		11,485		294		11,779
May 4, 2023	June 27, 2023	June 29, 2023	0.20		11,503		341		11,844
May 4, 2023	July 25, 2023	July 28, 2023	0.20		11,543		403		11,946
May 4, 2023	August 28, 2023	August 30, 2023	0.20		11,569		436		12,005
August 9, 2023	September 26, 2023	September 28, 2023	0.20		11,819		646		12,465
August 9, 2023	October 26, 2023	October 30, 2023	0.20		11,471		759		12,230
August 9, 2023	November 27, 2023	November 29, 2023	0.20		11,571		718		12,289
November 9, 2023	December 26, 2023	December 28, 2023	0.20		11,725		813		12,538
Total 2023 dividends and distributions			$	2.31	$	130,198	$	5,719	$	135,917

Per Share Amounts

Per share amounts included in the Consolidated Statements of Operations are computed by dividing net investment income and net increase in net assets resulting from operations by the weighted average number of shares of common stock outstanding for the period. As the Company has no common stock equivalents outstanding, diluted per share amounts are the same as basic per share amounts. NAV per share is computed by dividing total net assets by the number of common shares outstanding as of the end of the period.

F-71

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

2. Agreements and Related Party Transactions

Advisory Agreement

Pursuant to the terms of an amended and restated investment advisory agreement (the “Advisory Agreement”), Barings manages the Company’s day-to-day operations and provides the Company with investment advisory services. Among other things, the Adviser (i) determines the composition of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes; (ii) identifies, evaluates and negotiates the structure of the investments made by the Company; (iii) executes, closes, services and monitors the investments that the Company makes; (iv) determines the securities and other assets that the Company will purchase, retain or sell; (v) performs due diligence on prospective portfolio companies and (vi) provides the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.

The Advisory Agreement provides that, absent fraud, willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless disregard of its duties and obligations, the Adviser, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with the Adviser (collectively, the “IA Indemnified Parties”), are entitled to indemnification from the Company for any damages, liabilities, costs, demands, charges, claims and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by the IA Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of any actions or omissions or otherwise based upon the performance of any of the Adviser’s duties or obligations under the Advisory Agreement or otherwise as an investment adviser of the Company. The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is generally free to furnish similar services to other entities so long as its performance under the Advisory Agreement is not adversely affected.

Under the Advisory Agreement, the Company pays the Adviser (i) a base management fee (the “Base Management Fee”) and (ii) an incentive fee (the “Incentive Fee”) as compensation for the investment advisory and management services it provides the Company thereunder.

Base Management Fee

The Base Management Fee is calculated at an annual rate of 0.75% of the Company’s average gross assets, including assets purchased with borrowed funds or other forms of leverage but excluding (i) cash and cash equivalents (as defined below) and (ii) net unsettled purchases and sales of investments. For services rendered under the Advisory Agreement, the Base Management Fee is payable quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated; provided, that upon the end of the first calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) as of such calendar quarter-end; provided further, that upon the end of the second calendar quarter following the Initial Closing, the Base Management Fee is calculated based on the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each of the first two calendar quarters following the Initial Closing (including the quarter for which such fees are being calculated).

The Base Management Fee for any partial quarter will be appropriately pro-rated. All or any part of the Base Management Fee not taken as to any quarter will be deferred without interest and may be taken in any quarter prior to the occurrence of a liquidity event (if any). For purposes of the Advisory Agreement, “cash equivalents” means U.S. government securities, money market fund investments, commercial paper instruments and other similar cash equivalent investments maturing within one year of purchase.

For the years ended December 31, 2023 and 2022, the Base Management Fees determined in accordance with the terms of the Advisory Agreement was $16.8 million and $11.8 million, respectively. As of December 31, 2023,

F-72

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

the Base Management fee of $4.4 million for the three months ended December 31, 2023, were unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet. As of December 31, 2022, the Base Management Fees of $3.5 million for the three months ended December 31, 2022 and $3.3 million for the three months ended September 30, 2022, were unpaid and included in “Base management fees payable” in the accompanying Consolidated Balance Sheet.

The Incentive Fee

The Incentive Fee under the Advisory Agreement is based on the Company’s income, as described below.

No portion of the Incentive Fee is payable until the completion of the first full calendar quarter following the one-year anniversary of the initial effective date of the Advisory Agreement, May 13, 2021 (the “Initial Effective Date”). Upon the completion of the first full calendar quarter following the one-year anniversary of the Initial Effective Date and thereafter, the Incentive Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate “Pre-Incentive Fee Net Investment Income” (as defined below) in respect of the then-current calendar quarter and the three preceding calendar quarters (the “Trailing Twelve Months”), exceeds (y) the Hurdle Amount (as defined below) in respect of the Trailing Twelve Months. The Hurdle Amount is determined on a quarterly basis, and is calculated by multiplying 8.0% by the average of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. For this purpose, “Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and 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 during the calendar quarter (including, without limitation, the Base Management Fee, administration expenses and any interest expense and dividends paid on any issued and outstanding preferred stock, but excluding the Incentive Fee). For the avoidance of doubt, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

The calculation of the Incentive Fee for each quarter will be as follows:    

•No Incentive Fee will be payable to the Adviser in any calendar quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months does not exceed the Hurdle Amount;

•100% of the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months, if any, that exceeds the Hurdle Amount but is less than or equal to an amount (the “Catch-Up Amount”) determined on a quarterly basis by multiplying 8.889% by the average of the Company’s NAV at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Months. The Catch-Up Amount is intended to provide the Adviser with an Incentive Fee of 10% on all of the Company’s Pre-Incentive Fee Net Investment Income when the Company’s Pre-Incentive Fee Net Investment Income reaches the Catch-Up Amount for the Trailing Twelve Months; and

•For any quarter in which the Company’s aggregate Pre-Incentive Fee Net Investment Income for the Trailing Twelve Months exceeds the Catch-Up Amount, the Incentive Fee will equal 10% of the amount of the Company’s Pre-Incentive Fee Net Investment Income for such Trailing Twelve Months, as the Hurdle Amount and Catch-Up Amount will have been achieved.

Subject to the Incentive Fee Cap (discussed below), the amount of the Incentive Fee that will be paid to Barings for a particular quarter will equal the aggregate Incentive Fee calculated as set forth above, less the aggregate Incentive Fees that were paid to Barings in the preceding three calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Months.

The Incentive Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (x) 0.50% of the average value of the Company’s gross assets (excluding (i) cash and cash equivalents and (ii) net unsettled purchases and sales of investments) at the end of each quarter during the Trailing Twelve Months and appropriately adjusted for any share issuances or repurchases during the period (the “Average

F-73

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

TTM Gross Assets”), or (y) in the event that the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below) during the relevant Trailing Twelve Months is less than 9.0%, the Incentive Fee Cap will equal 0.20% of the Average TTM Gross Assets; provided that, if the Incentive Fee Cap as calculated in clause (x) of this paragraph applies in any quarter, in no event will the Company pay any incentive fee (or portion thereof) during such quarter to the extent that it would cause the Cumulative Net Investor Return (as defined below) during the relevant Trailing Twelve Months to be reduced to an amount below what the Cumulative Net Investor Return during such period would have been if the Incentive Fee Cap for such quarter had been calculated in accordance with clause (y) of this paragraph.

For purposes of the Advisory Agreement:

“Cumulative Net Investor Return” during the relevant Trailing Twelve Months means (1) (a) the Company’s aggregate interest income, dividend income and any other income (including, without limitation, any accrued income that the Company has not yet received in cash and any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies, but excluding, for the avoidance of doubt, any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation) accrued during the period, minus the Company’s operating expenses accrued during the period (including, without limitation, the base management fee, administration expenses, any interest expense and dividends paid on any issued and outstanding preferred stock and the incentive fee) in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s NAVs measured at the beginning of each quarter in the Trailing Twelve Months.

“Cumulative Pre-Incentive Fee Net Return” during the relevant Trailing Twelve Months means (1) (a) the aggregate Pre-Incentive Fee Net Investment Income in respect of the Trailing Twelve Months less (b) any Net Capital Loss (if positive), in respect of the Trailing Twelve Months, divided by (2) the average of the Company’s NAVs measured at the beginning of each quarter in the Trailing Twelve Months.

“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses on the Company’s assets, whether realized or unrealized, in such period and (ii) aggregate capital gains or other gains on the Company’s assets, whether realized or unrealized, in such period.

If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no Incentive Fee to Barings in that quarter. If, in any quarter, the Incentive Fee Cap is a positive value but is less than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee Cap for such quarter. If, in any quarter, the Incentive Fee Cap is equal to or greater than the Incentive Fee as calculated above, the Company will pay Barings the Incentive Fee for such quarter without regard to the Incentive Fee Cap.

The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated. The fees are calculated using detailed policies and procedures approved by Barings and the Board, including a majority of its directors who are not “interested persons” of the Company, as defined in Section 2(a)(19) of the 1940 Act (“Independent Directors”), and such policies and procedures are consistent with the description of the calculation of the fees set forth above.

Barings may elect to defer or waive all or a portion of the fees that would otherwise be paid to it in its sole discretion. Any portion of a fee not taken as to any period will be deferred without interest and may be taken in any such other period prior to the occurrence of a liquidity event (if any) as Barings may determine in its sole discretion.

For the years ended December 31, 2023 and 2022, the Incentive Fees determined in accordance with the terms of the Advisory Agreement were $11.2 million and $3.1 million, respectively. As of December 31, 2023, the Incentive Fee of $3.0 million for the three months ended December 31, 2023 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet. As of December 31, 2022, the Incentive Fee of $3.1 million for the three months ended December 31, 2022 was unpaid and included in “Incentive management fees payable” in the accompanying Consolidated Balance Sheet.

F-74

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

The Advisory Agreement had an initial term of two years. The Advisory Agreement was most recently re-approved on May 4, 2023 by our Board, including a majority of the Independent Directors, and will continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by the vote of a majority of the outstanding voting securities of the Company and (ii) the vote of a majority of the Independent Directors. The Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (i) by the vote of a majority of the outstanding voting securities of the Company or (ii) by the vote of the Board, or (iii) by the Adviser upon 90 days’ written notice. The Advisory Agreement will automatically terminate in the event of its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act).

Payment of Expenses

All investment professionals of Barings and its staff, when and to the extent engaged in providing investment advisory and management services under the Advisory Agreement, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by Barings and not by the Company. The Company bears all other costs and expenses of its operations and transactions, including, without limitation, those relating to:

•organizational and offering expenses;

•investment advisory and management fees payable under the Advisory Agreement;

•all other non-investment advisory expenses incurred by the Company or Barings in connection with administering the Company’s business (including payments under the Administration Agreement (as defined below) based upon the Company’s allocable portion of Barings’ overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs); and

•all other expenses of the Company’s operations and transactions, including those listed in the Advisory Agreement.

Sub-Advisory Agreement

Barings has retained Baring International Investment Limited (“BIIL”), its indirect, wholly-owned subsidiary, as a sub-adviser to manage the Company’s European investments, pursuant to the terms of a sub-advisory agreement (the “Sub-Advisory Agreement”). BIIL is an investment adviser registered with the SEC in the United States and the Financial Conduct Authority in the United Kingdom with its principal office located in London, England.

Under the terms of the Sub-Advisory Agreement and except as expressly provided for therein, BIIL provides advisory services with respect to the Company’s European investments on terms and conditions that are, as far as possible, identical to the terms and conditions under which Barings itself serves as its investment adviser under the Advisory Agreement. In addition, except as expressly set forth in the Sub-Advisory Agreement, BIIL is entitled to the same rights and protections as Barings is under the terms of the Advisory Agreement. Barings maintains oversight responsibilities for BIIL’s activities as they relate to the Company’s investment portfolio (including BIIL’s compliance with the requirements set out, referred to or contemplated by the Advisory Agreement), but BIIL is not under the day-to-day direction and supervision of Barings with respect to such activities; provided, however, that Barings retains ultimate discretion over the selection, acquisition and disposal of assets to or from the Company’s investment portfolio. Barings, and not the Company, is solely responsible for paying compensation to BIIL, which amount shall be a portion of the management fees paid by the Company to Barings under the Advisory Agreement, as agreed to between Barings and BIIL from time to time.

The Sub-Advisory Agreement had an initial term of two years. The Sub-Advisory Agreement was most recently re-approved on May 4, 2023 by our Board, including a majority of the Independent Directors, and will continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (1) the vote of the Board, or by the vote of a majority of the Company’s outstanding voting securities, and (2) the vote of a majority of the Independent Directors. The Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, (1) by the vote of a

F-75

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

majority of the Company’s outstanding voting securities, (2) by the vote of the Board, (3) by Barings, or (4) by BIIL. The Sub-Advisory Agreement will automatically terminate in the event of its or the Advisory Agreement’s “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act) or upon termination of the Advisory Agreement. As of December 31, 2023, BIIL had approximately £15.2 billion in assets under management.

Administration Agreement

Under the terms of an administration agreement (the “Administration Agreement”) with the Adviser, the Adviser also performs (or oversees, or arranges for, the performance of) the administrative services necessary for the Company to operate (in such capacity, the “Administrator”), including, but not limited to, providing office facilities, equipment, clerical, bookkeeping and record-keeping services at such office facilities and such other services as the Administrator, subject to review by the Board, from time to time, determines to be necessary or useful to perform its obligations under the Administration Agreement. The Administrator also, on behalf of the Company and subject to oversight by the Board, arranges for the services of, and oversees, custodians, depositories, transfer agents, dividend disbursing agents, other stockholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.

The Company reimburses Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount negotiated and mutually agreed to by the Company and Barings quarterly in arrears. In no event will the agreed-upon quarterly expense amount exceed the amount of expenses that would otherwise be reimbursable by the Company under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount.

The costs and expenses incurred by the Administrator on behalf of the Company under the Administration Agreement include, but are not limited to:

• the allocable portion of the Administrator’s rent for the Company’s Chief Financial Officer and the Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the usage thereof by such personnel in connection with their performance of administrative services under the Administration Agreement;

• the allocable portion of the salaries, bonuses, benefits and expenses of the Company’s Chief Financial Officer and Chief Compliance Officer and their respective staffs, which is based upon the allocable portion of the time spent by such personnel in connection with performing administrative services for the Company under the Administration Agreement;

• the actual cost of goods and services used for the Company and obtained by the Administrator from entities not affiliated with the Company, which is reasonably allocated to the Company on the basis of assets, revenues, time records or other methods conforming with U.S. generally accepted accounting principles, or U.S. GAAP;

• all fees, costs and expenses associated with the engagement of a sub-administrator, if any; and

• costs associated with (a) the monitoring and preparation of regulatory reporting, including filings with the SEC and tax reporting, (b) the coordination and oversight of service provider activities and the direct cost of such contractual matters related thereto and (c) the preparation of all financial statements and the coordination and oversight of audits, regulatory inquiries, certifications and sub-certifications.

For the years ended December 31, 2023 and 2022, the Company incurred and was invoiced by the Administrator expenses of approximately $1.8 million and $2.0 million, respectively. As of December 31, 2023, administrative expenses of $0.4 million incurred during the three months ended December 31, 2023 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet. As of December 31, 2022, administrative expenses of $0.5 million incurred during the three months ended December 31, 2022 were unpaid and included in “Administrative fees payable” in the accompanying Consolidated Balance Sheet.

F-76

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

The Administration Agreement had an initial term of two years. The Administration Agreement was most recently re-approved on May 4, 2023 by our Board, including a majority of the Independent Directors, and will continue automatically for successive one-year periods so long as such continuance is specifically approved at least annually by the Board, including a majority of the Independent Directors. The Administration Agreement may be terminated at any time, without the payment of any penalty, by vote of the Board, or by the Adviser, upon 90 days’ written notice to the other party. The Administration Agreement may not be assigned by a party without the consent of the other party.

Expense Support and Conditional Reimbursement Agreement

The Company has entered into an expense support agreement (the “Expense Support Agreement”) with Barings, pursuant to which Barings may elect to pay certain of the Company’s expenses on its behalf (“Expense Payment”), including organization and offering expenses, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company. Any Expense Payment that Barings commits to pay must be paid by Barings to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment is made in writing, and/or offset against amounts due from the Company to Barings or its affiliates.

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

The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by Barings to the Company within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to Barings; provided that Barings may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement.

The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar quarter, except to the extent Barings has waived its right to receive such payment for the applicable quarter. The Reimbursement Payment for any calendar quarter will be paid by the Company to Barings in any combination of cash or other immediately available funds as promptly as possible following such calendar quarter and in no event later than forty-five days after the end of such calendar quarter.

Either the Company or Barings may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to Barings will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.

There were no Expense Payments or Reimbursement Payments made during the years ended December 31, 2023 or December 31, 2022.

F-77

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

3. Investments

Portfolio Composition

The Company predominately invests in senior secured private debt investments in well-established middle-market businesses that operate across a wide range of industries. The Adviser’s existing SEC co-investment exemptive relief under the 1940 Act permits the Company and the Adviser’s affiliated private funds and SEC regulated funds to co-invest in loans originated by the Adviser, which allows the Adviser to efficiently implement its senior secured private debt investment strategy for the Company.

The cost basis of the Company’s debt investments includes any unamortized purchased premium or discount, unamortized loan origination fees and PIK interest, if any. Summaries of the composition of the Company’s investment portfolio at cost and fair value, and as a percentage of total investments and net assets, are shown in the following table:

($ in thousands)	Cost		Percent of Total Portfolio		Fair Value		Percent of Total Portfolio		Percent of Total Net Assets
December 31, 2023:
Senior debt and 1st lien notes	$	1,981,715	80	%	$	1,958,306	80	%	150	%
Subordinated debt and 2nd lien notes	158,720		7		148,450		6		11
Structured products	27,146		1		23,947		1		2
Equity shares	254,999		10		297,213		12		23
Equity warrants	4		—		2,475		—		—
Investment in joint ventures	45,143		2		28,538		1		2
	$	2,467,727	100	%	$	2,458,929	100	%	188	%
December 31, 2022:
Senior debt and 1st lien notes	$	1,817,043	83	%	$	1,777,492	82	%	163	%
Subordinated debt and 2nd lien notes	169,463		8		163,899		8		15
Structured products	28,560		1		25,022		1		2
Equity shares	130,616		6		158,131		7		15
Equity warrants	4		—		1,083		—		—
Investment in joint ventures	41,815		2		32,253		2		3
	$	2,187,501	100	%	$	2,157,880	100	%	198	%

During the year ended December 31, 2023, the Company made new investments totaling $309.6 million, made additional investments in existing portfolio companies totaling $252.2 million, made a new investment in a new joint venture equity portfolio company totaling $7.9 million, made additional investments in existing joint venture equity portfolio companies totaling $2.5 million and made a $108.0 million equity co-investment alongside certain affiliates in a portfolio company that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation.

During the year ended December 31, 2022, the Company made new investments totaling $733.2 million, made

additional investments in existing portfolio companies totaling $283.5 million and made additional investments in

existing joint venture equity portfolio companies totaling $8.9 million.

For the period from May 10, 2021 (commencement of operations) to December 31, 2022, the Company purchased the Initial Portfolio from MassMutual and CM Life for an aggregate purchase price of $602.4 million, made new investments totaling $722.7 million, made additional investments in existing portfolio companies purchased from MassMutual and CM Life totaling $168.5 million, made new joint venture equity investments totaling $46.0 million and made a $63.4 million equity co-investment alongside certain affiliates in a portfolio company focused on directly originated, senior-secured asset-based loans to middle-market companies.

F-78

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Industry Composition

The industry composition of investments at fair value at December 31, 2023 and December 31, 2022 was as follows:

($ in thousands)	December 31, 2023		Percent of Portfolio		Percent of Total Net Assets		December 31, 2022		Percent of Portfolio		Percent of Total Net Assets
Aerospace and Defense	$	118,617	4.8	%	9.1	%	$	101,192	4.7	%	9.3	%
Automotive	47,469		1.9		3.6		54,357		2.5		5.0
Banking, Finance, Insurance and Real Estate	401,512		16.3		30.7		270,117		12.5		24.8
Beverage, Food and Tobacco	25,223		1.0		1.9		21,389		1.0		2.0
Capital Equipment	72,457		3.0		5.5		60,393		2.8		5.6
Chemicals, Plastics, and Rubber	27,798		1.1		2.1		34,679		1.6		3.2
Construction and Building	21,657		0.9		1.7		23,802		1.1		2.2
Consumer goods: Durable	53,766		2.2		4.1		29,699		1.4		2.7
Consumer goods: Non-durable	37,547		1.5		2.9		35,567		1.6		3.3
Containers, Packaging and Glass	49,219		2.0		3.8		47,828		2.2		4.4
Energy: Electricity	8,389		0.3		0.6		—		—		—
Environmental Industries	61,116		2.5		4.7		60,035		2.8		5.5
Healthcare and Pharmaceuticals	226,610		9.2		17.3		197,319		9.1		18.1
High Tech Industries	372,585		15.2		28.5		346,180		16.0		31.8
Hotel, Gaming and Leisure	21,742		0.9		1.7		20,211		0.9		1.9
Investment Funds and Vehicles	28,538		1.2		2.2		32,253		1.5		3.0
Media: Advertising, Printing and Publishing	27,801		1.1		2.1		35,399		1.6		3.3
Media: Broadcasting and Subscription	5,767		0.2		0.4		9,372		0.5		0.9
Media: Diversified and Production	58,154		2.4		4.5		29,337		1.4		2.7
Metals and Mining	—		—		—		7,442		0.3		0.7
Services: Business	390,046		15.9		29.8		371,974		17.3		34.1
Services: Consumer	127,976		5.2		9.8		99,808		4.6		9.2
Structured Products	40,421		1.6		3.1		46,943		2.2		4.3
Telecommunications	23,688		1.0		1.8		20,922		1.0		1.9
Transportation: Cargo	150,066		6.1		11.5		142,437		6.6		13.1
Transportation: Consumer	49,022		2.0		3.8		48,878		2.3		4.5
Utilities: Electric	11,743		0.5		0.9		10,347		0.5		1.0
Total	$	2,458,929	100.0	%	188.1	%	$	2,157,880	100.0	%	198.5	%

F-79

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

The following tables present the Company’s investment portfolio at fair value as of December 31, 2023 and 2022, categorized by the ASC Topic 820 valuation hierarchy, as previously described:

	Fair Value as of December 31, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	42,673	$	1,915,633	$	1,958,306
Subordinated debt and 2nd lien notes	—		18,177		130,273		148,450
Structured products	—		8,242		15,705		23,947
Equity shares	75		—		297,138		297,213
Equity warrants	—		—		2,475		2,475
Investments subject to leveling	$	75	$	69,092	$	2,361,224	$	2,430,391
Investment in joint ventures(1)							$	28,538
							$	2,458,929
	Fair Value as of December 31, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Senior debt and 1st lien notes	$	—	$	41,442	$	1,736,050	$	1,777,492
Subordinated debt and 2nd lien notes	—		20,605		143,294		163,899
Structured products	—		8,642		16,380		25,022
Equity shares	53		765		157,313		158,131
Equity warrants	—		—		1,083		1,083
Investments subject to leveling	$	53	$	71,454	$	2,054,120	$	2,125,627
Investment in joint ventures (2)							$	32,253
							$	2,157,880

(1)The Company’s investments in CPCF BPCC, Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheet.

(2)The Company’s investments in Thompson Rivers and Waccamaw River are measured at fair value using NAV and have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Balance Sheet.

F-80

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

The following tables reconcile the beginning and ending balances of the Company’s investment portfolio measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2023 and 2022:

Year Ended December 31, 2023 ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Total
Fair value, beginning of period	$	1,736,050	$	143,294	$	16,380	$	157,313	$	1,083	$	2,054,120
New investments	517,892		34,390		—		118,392		—		670,674
Transfers into (out of) Level 3, net	—		(6,432)		—		522		—		(5,910)
Proceeds from sales of investments	(213,277)		—		—		(1,750)		—		(215,027)
Loan origination fees received	(13,171)		(74)		—		—		—		(13,245)
Principal repayments received	(140,893)		(39,437)		(1,428)		—		—		(181,758)
Payment in kind interest/dividends	5,815		2,952				8,948		—		17,715
Accretion of loan premium/discount	692		384		—		—		—		1,076
Accretion of deferred loan origination revenue	9,821		458		—		—		—		10,279
Realized gain (loss)	(2,157)		(278)		—		887		—		(1,548)
Unrealized appreciation (depreciation)	14,861		(4,984)		753		12,826		1,392		24,848
Fair value, end of period	$	1,915,633	$	130,273	$	15,705	$	297,138	$	2,475	$	2,361,224

Year Ended December 31, 2022: ($ in thousands)	Senior Debt and 1st Lien Notes		Subordinated Debt and 2nd Lien Notes		Structured Products		Equity Shares		Equity Warrants		Total
Fair value, beginning of period	$	1,138,818	$	92,224	$	—	$	75,005	$	—	$	1,306,047
New investments	833,815		57,836		10,000		50,329		4		951,984
Transfers into (out of) Level 3, net	452		(133)		9,811		3,518		—		13,648
Proceeds from sales of investments	980		(573)		—		—		—		407
Loan origination fees received	(19,461)		(844)		—		—		—		(20,305)
Principal repayments received	(185,544)		(1,645)		(714)		—		—		(187,903)
Payment in kind interest/dividends	2,945		2,064		—		1,468		—		6,477
Accretion of loan premium/discount	145		104		—		—		—		249
Accretion of deferred loan origination revenue	10,134		270		—		—		—		10,404
Realized gain (loss)	(10,047)		(1,895)		—		—		—		(11,942)
Unrealized appreciation (depreciation)	(36,187)		(4,114)		(2,717)		26,993		1,079		(14,946)
Fair value, end of period	$	1,736,050	$	143,294	$	16,380	$	157,313	$	1,083	$	2,054,120

All realized gains and losses and unrealized appreciation and depreciation are included in earnings (changes in net assets) and are reported on separate line items within the Company’s Consolidated Statements of Operations. Pre-tax net unrealized appreciation on Level 3 investments of $13.8 million during the year ended December 31, 2023 was related to portfolio company investments that were still held by the Company as of December 31, 2023.

F-81

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Pre-tax net unrealized depreciation on Level 3 investments of $23.2 million during the year ended December 31, 2022, was related to portfolio company investments that were still held by the Company as of December 31, 2022.

During the year ended December 31, 2023, the Company made investments of approximately $569.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the year ended December 31, 2023, the Company made investments of $110.7 million in portfolio companies to which it was previously committed to provide such financing.

During the year ended December 31, 2022, the Company made investments of approximately $934.5 million in portfolio companies to which it was not previously contractually committed to provide such financing. During the year ended December 31, 2022, the Company made investments of $91.1 million in portfolio companies to which it was previously committed to provide such financing.

CPCF BPCC LLC

On June 8, 2023, the Company established a joint venture, CPCF BPCC LLC (“CPCF BPCC”), with Cresset Partners Private Credit Fund, LLC (“CPCF”) to invest in senior secured, middle-market, private debt investments, syndicated senior secured loans and structured product investments. During the year ended December 31, 2023, the Company held a 9.1% partnership interest in CPCF BPCC. As of December 31, 2023, the cost and fair value of the Company’s investment in CPCF BPCC were $7.9 million and $7.8 million, respectively.

For the year ended December 31, 2023, CPCF BPCC declared $4.5 million in dividends, of which $0.4 million was recognized as dividend income in the Company’s Consolidated Statements of Operations.

The total value of CPCF BPCC’s investment portfolio was $211.1 million as of December 31, 2023. As of December 31, 2023, CPCF BPCC’s investments had an aggregate cost of $212.3 million. As of December 31, 2023, the CPCF BPCC investment portfolio consisted of the following investments:

($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2023:
Senior debt and 1st lien notes	$	211,115	100	%	$	212,256	100	%
	$	211,115	100	%	$	212,256	100	%

As of December 31, 2023, the weighted average yield on the principal amount of CPCF BPCC’s outstanding debt investments was approximately 11.1%.

F-82

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

The industry composition of CPCF BPCC’s investments at fair value at December 31, 2023 was as follows:

($ in thousands)	December 31, 2023
Aerospace and Defense	$	15,754	7.4	%
Automotive	6,908		3.3
Banking, Finance, Insurance and Real Estate	12,729		6.0
Capital Equipment	22,834		10.8
Chemicals, Plastics, and Rubber	2,961		1.4
Consumer Goods: Durable	2,962		1.4
Energy: Electricity	4,962		2.3
Healthcare and Pharmaceuticals	24,572		11.6
High Tech Industries	40,316		19.0
Media: Advertising, Printing and Publishing	6,478		3.1
Media: Diversified and Production	5,806		2.7
Services: Business	44,317		20.8
Services: Consumer	9,892		4.7
Transportation: Cargo	2,911		1.4
Transportation: Consumer	4,951		2.3
Utilities: Electric	3,903		1.8
Total	$	212,256	100.0	%

The geographic composition of CPCF BPCC’s investments at fair value at December 31, 2023 was as follows:

($ in thousands)	December 31, 2023
Canada	$	9,959	4.7	%
France	21,122		10.0
Germany	9,945		4.7
Netherlands	3,043		1.4
United Kingdom	5,968		2.8
USA	162,219		76.4
Total	$	212,256	100.0	%

CPCF BPCC LLC’s credit facility with Citibank, N.A., which is non-recourse to the Company, initially closed on June 16, 2023, and had approximately $133.3 million outstanding as of December 31, 2023.

The Company may sell portions of its investments via assignment to CPCF BPCC. Since inception, as of December 31, 2023, the Company had sold $212.5 million of its investments to CPCF BPCC. For the year ended December 31, 2023, the Company realized a gain on the sales of its investments to CPCF BPCC of $2.1 million. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale and satisfies the following conditions:

•Assigned investments have been isolated from the Company, and put presumptively beyond the reach of the Company and its creditors, even in bankruptcy or other receivership;

•each participant has the right to pledge or exchange the assigned investments it received, and no condition both constrains the participant from taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the Company; and

F-83

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

•the Company, its consolidated affiliates or its agents do not maintain effective control over the assigned investments through either: (i) an agreement that entitles and/or obligates the Company to repurchase or redeem the assets before maturity, or (ii) the ability to unilaterally cause the holder to return specific assets, other than through a cleanup call.

The Company has determined that CPCF BPCC is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in CPCF BPCC as it is not a substantially wholly owned investment company subsidiary. In addition, CPCF is not an operating company and the Company does not control CPCF BPCC due to the allocation of voting rights among CPCF BPCC members.

Thompson Rivers LLC

On April 28, 2020, Thompson Rivers LLC (“Thompson Rivers”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Thompson Rivers. Under Thompson Rivers’ current operating agreement, as amended to date, the Company has a capital commitment of $30.0 million of equity capital to Thompson Rivers, all of which has been funded as of December 31, 2023. As of December 31, 2023, aggregate commitments to Thompson Rivers by the Company and the other members under the current operating agreement total $450.0 million, all of which has been funded.

For the years ended December 31, 2023 and 2022, Thompson Rivers declared $111.0 million and $261.9 million in dividends, respectively, of which nil and $3.6 million, respectively, was recognized as dividend income in the Company’s Consolidated Statements of Operations. In addition, for the years ended December 31, 2023 and 2022, the Company recognized $7.0 million and $13.0 million, respectively, of the dividends as a return of capital.

As of December 31, 2023, Thompson Rivers had $366.7 million in Ginnie Mae early buyout loans and $7.1 million in cash. As of December 31, 2022, Thompson Rivers had $890.9 million in Ginnie Mae early buyout loans and $65.1 million in cash. As of December 31, 2023, Thompson Rivers had 2,305 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%. As of December 31, 2022, Thompson Rivers had 5,414 outstanding loans with an average unpaid balance of $0.2 million and weighted average coupon of 4.0%.

F-84

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2023 and December 31, 2022, the Thompson Rivers investment portfolio consisted of the following investments:

($ in thousands)	Cost		Percentage of Total Portfolio		Fair Value		Percentage of Total Portfolio
December 31, 2023:
Federal Housing Administration (“FHA”) loans	$	360,847	93	%	$	342,240	93	%
Veterans Affairs (“VA”) loans	$	25,810	7		$	24,491	7
	$	386,657	100	%	$	366,731	100	%
December 31, 2022:
Federal Housing Administration (“FHA”) loans	$	864,625	91	%	$	811,358	91	%
Veterans Affairs (“VA”) loans	$	84,654	9		$	79,553	9
	$	949,279	100	%	$	890,911	100	%

Thompson Rivers’ repurchase agreement with JPMorgan Chase Bank, which is non-recourse to the Company, had approximately $83.5 million and $224.2 million outstanding as of December 31, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Bank of America N.A., which is non-recourse to the Company, had approximately $170.8 million and $428.0 million outstanding as of December 31, 2023 and December 31, 2022, respectively. Thompson Rivers’ repurchase agreement with Barclays Bank, which is non-recourse to the Company, had approximately $50.0 million and $184.2 million outstanding as of December 31, 2023 and December 31, 2022, respectively.

The Company has determined that Thompson Rivers is an investment company under ASC Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Thompson Rivers as it is not a substantially wholly owned investment company subsidiary. In addition, Thompson Rivers is not an operating company and the Company does not control Thompson Rivers due to the allocation of voting rights among Thompson Rivers members.

As of December 31, 2023 and December 31, 2022, Thompson Rivers had the following contributed capital and unfunded commitments from its members:

($ in thousands)	As of  December 31, 2023		As of  December 31, 2022
Total contributed capital by Barings Private Credit Corporation (1)	$	32,226	$	32,226
Total contributed capital by all members (2)	$	482,083	$	482,083
Total unfunded commitments by Barings Private Credit Corporation	$	—	$	—
Total unfunded commitments by all members	$	—	$	—

(1)Includes $2.2 million of dividend re-investments.

(2)Includes dividend re-investments of $32.1 million and $209.3 million of total contributed capital by related parties.

F-85

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Waccamaw River LLC

On January 4, 2021, Waccamaw River LLC (“Waccamaw River”) was formed as a Delaware limited liability company. On September 1, 2021, the Company entered into a limited liability company agreement governing Waccamaw River. Under Waccamaw River’s current operating agreement, as amended to date, the Company has a capital commitment of $25.0 million of equity capital to Waccamaw River, all of which has been funded as of December 31, 2023. As of December 31, 2023, aggregate commitments to Waccamaw River by the Company and the other members under the current operating agreement total $125.0 million, all of which has been funded (including $14.0 million of recallable return of capital).

For the years ended December 31, 2023 and 2022, Waccamaw River declared $7.3 million and $9.3 million in dividends, respectively, of which $1.5 million and $1.9 million, respectively, was recognized as dividend income in the Company’s Consolidated Statements of Operations.

As of December 31, 2023, Waccamaw River had $182.3 million in unsecured consumer loans and $6.6 million in cash. As of December 31, 2022, Waccamaw River had $200.5 million in unsecured consumer loans and $8.0 million in cash. As of December 31, 2023, Waccamaw River had 21,435 outstanding loans with an average loan size of $10,338, remaining average life to maturity of 40.0 months and weighted average interest rate of 12.7%. As of December 31, 2022, Waccamaw River had 18,335 outstanding loans with an average loan size of $11,542, remaining average life to maturity of 44.0 months and weighted average interest rate of 12.0%.

Waccamaw River’s secured loan borrowing with JPMorgan Chase Bank, N.A., which is non-recourse to the Company, had approximately $71.0 million and $72.3 million outstanding as of December 31, 2023 and December 31, 2022, respectively. Waccamaw River’s secured loan borrowing with Barclays Bank PLC, which is non-recourse to the Company, had approximately $51.3 million and $44.8 million outstanding as of December 31, 2023 and December 31, 2022, respectively.

The Company has determined that Waccamaw River is an investment company under ASC, Topic 946, Financial Services - Investment Companies, however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a substantially wholly owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its interest in Waccamaw River as it is not a substantially wholly owned investment company subsidiary. In addition, Waccamaw River is not an operating company and the Company does not control Waccamaw River due to the allocation of voting rights among Waccamaw River members.

F-86

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2023 and December 31, 2022, Waccamaw River had the following contributed capital and unfunded commitments from its members:

($ in thousands)	As of  December 31, 2023		As of  December 31, 2022
Total contributed capital by Barings Private Credit Corporation	$	25,000	$	22,520
Total contributed capital by all members (1)	$	139,020	$	126,620
Total return of capital (recallable) by Barings Private Credit Corporation	$	—	$	—
Total return of capital (recallable) by all members	$	—	$	(14,020)	(2)
Total unfunded commitments by Barings Private Credit Corporation	$	—	$	2,480
Total unfunded commitments by all members	$	—	$	12,400	(3)

(1)Includes $87.3 million and $79.9 million of total contributed capital by related parties as of December 31, 2023, and December 31, 2022, respectively.

(2)Includes ($12.3) million of total return of capital (recallable) by related parties.

(3)Includes $7.4 million of unfunded commitments by related parties.

Eclipse Business Capital Holdings LLC

On July 8, 2021, the Company made an equity investment in Eclipse Business Capital Holdings LLC (“Eclipse”) of $63.4 million, a second lien senior secured loan of $3.2 million and unfunded revolver of $9.6 million, alongside other related party affiliates. On August 12, 2022, the Company increased the unfunded revolver to $16.0 million. As of December 31, 2023 and December 31, 2022, $3.9 million and $3.7 million, respectively, of the revolver was funded. Eclipse conducts its business through Eclipse Business Capital LLC. Eclipse is one of the country’s leading independent asset-based lending (“ABL”) platforms that provides financing to middle-market borrowers in the U.S. and Canada. Eclipse provides revolving lines of credit and term loans ranging in size from $10 – $125 million that are secured by collateral such as accounts receivable, inventory, equipment, or real estate. Eclipse lends to both privately-owned and publicly-traded companies across a range of industries, including manufacturing, retail, automotive, oil & gas, services, distribution, and consumer products. The addition of Eclipse to the portfolio allows the Company to participate in an asset class and commercial finance operations that offer differentiated income returns as compared to directly originated loans. Eclipse is led by a seasoned team of ABL experts.

The Company has determined that Eclipse is not an investment company under ASC, Topic 946, Financial Services Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Eclipse because it does not provide services to the Company. Instead the Company accounts for its equity investment in Eclipse in accordance with ASC 946-320, presented as a single investment measured at fair value.

F-87

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Rocade Holdings LLC

On February 1, 2023, the Company made an equity investment in Rocade Holdings LLC (“Rocade”) of $12.0 million, alongside other related party affiliates and made additional investments thereafter during the fiscal year ended December 31, 2023 of $96.0 million. The total equity invested in Rocade as of December 31, 2023 was $108.0 million and the Company had $2.0 million of unfunded preferred equity commitments. Rocade conducts its business through Rocade LLC and operates as Rocade Capital. Rocade is one of the country’s leading litigation finance platforms that specializes in providing financing to plaintiff law firms engaged in mass tort and other civil litigation. Rocade typically provides loans to law firms that are secured by the borrowing firm’s interests in award settlements, including contingency fees expected to be earned from successful litigation. The loans generally bear floating rate PIK interest with an overall expected annualized return between 10% and 25% and collect debt service upon receipt of settlement awards and/or contingency fees. The addition of Rocade to the portfolio allows the Company to participate in an uncorrelated asset class that offer differentiated income returns as compared to directly originated loans. Rocade is led by a seasoned team of litigation finance experts.

The Company has determined that Rocade is not an investment company under ASC Topic 946, Financial Services - Investment Companies. Under ASC 810-10-15-12(d), an investment company generally does not consolidate an investee that is not an investment company other than a controlled operating company whose business consists of providing services to the company. Thus, the Company is not required to consolidate Rocade because it does not provide services to the Company. Instead the Company accounts for its equity investment in Rocade in accordance with ASC 946-320, presented as a single investment measured at fair value.

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Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

4. Borrowings

The Company had the following borrowings outstanding as of December 31, 2023 and 2022: 

Issuance Date ($ in thousands)	Maturity Date	Interest Rate as of December 31, 2023	December 31, 2023		December 31, 2022
Credit Facility:
Revolving Credit Facility - May 11, 2021	May 11, 2026	7.397%	$	410,967	$	795,284
SMBC Credit Facility - March 6, 2023	March 6, 2028	7.461%	$	124,500	—
Total Credit Facilities			$	535,467	$	795,284
Debt Securitization:
August 23, 2023 - Class A-1 Notes	July 15, 2031	7.807%	$	300,000	$	—
August 23, 2023 - Class A-2 Notes	July 15, 2031	8.757%	35,000		—
August 23, 2023 - Class A-2 Loans	July 15, 2031	8.757%	20,000		—
August 23, 2023 - Class B Notes	July 15, 2031	9.557%	25,000		—
August 23, 2023 - Class C Notes	July 15, 2031	11.757%	22,500		—
(Less: Deferred financing fees)			(2,406)		—
Total Debt Securitization			$	400,094	$	—
Notes:
July 29, 2021 - Series A Notes	July 29, 2026	3.500%	$	75,000	$	75,000
September 15, 2021 - Series B Notes	July 29, 2026	3.500%	38,000		38,000
October 28, 2021 - Series C Notes	July 29, 2026	3.500%	37,000		37,000
May 10, 2022 - Series D Notes (1)	May 10, 2027	6.000%	96,729		95,466
July 26, 2022 - Series E Notes (1)	May 10, 2027	6.000%	52,951		52,187
(Less: Deferred financing fees)			(474)		(615)
Total Notes			$	299,206	$	297,038
Secured Borrowing:
Secured Borrowing	March 14, 2023	N/A	$	—	$	18,559
Total Secured Borrowing			$	—	$	18,559

(1)Inclusive of change in fair market value of effective hedge.

The Company is required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of the Company’s total assets (less all liabilities and indebtedness not represented by senior securities) to its outstanding senior securities, of at least 150% after each issuance of senior securities. The Company’s asset coverage ratio was 206.7% as of December 31, 2023.

BNP Paribas Revolving Credit Facility

On May 11, 2021, BPC Funding, the Company’s wholly-owned subsidiary, entered into the Revolving Credit Facility with BNP Paribas (“BNPP”). BNPP serves as administrative agent, State Street Bank and Trust Company serves as collateral agent, and the Company serves as servicer under the Revolving Credit Facility. The initial maximum amount of borrowings available under the Revolving Credit Facility was $400 million. On November 18, 2021, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $600 million from $400 million. Effective on March 9, 2022, BPC Funding and BNPP amended the Revolving Credit Facility to increase the maximum amount of borrowings available to $800 million from $600 million.

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Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Advances under the Revolving Credit Facility initially bore interest at a per annum rate equal to, in the case of dollar advances, three-month LIBOR, and in the case of foreign currency advances, the applicable benchmark in effect for such currency, plus an applicable margin of 1.65% to 2.60% per annum depending on the nature of the advances being requested under the Revolving Credit Facility. Effective on March 9, 2022, the term SOFR reference rate replaced LIBOR as an applicable index for U.S. dollar-based borrowings. Effective March 9, 2022, U.S. dollar advances under the Revolving Credit Agreement bear interest at a per annum rate equal to three-month term SOFR, plus an applicable margin of 1.80% to 2.75% per annum depending on the nature of the advances being requested under the Revolving Credit Agreement. BPC Funding currently pays an unused fee based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP. Commencing on September 9, 2022, BPC Funding will pay an unused fee of 1.25% per annum if the unused facility amount is greater than 50%, or 0.75% per annum if the unused facility amount is less than or equal to 50% and greater than 25%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between BPC Funding and BNPP.

Advances under the Revolving Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to BPC Funding varies depending upon the types of assets in BPC Funding’s portfolio. Assets are required to meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.

Proceeds from borrowings under the Revolving Credit Facility may be used to fund portfolio investments by BPC Funding, to make advances under delayed draw term loans and revolving loans for which BPC Funding is a lender, and to make permitted distributions. The period during which BPC Funding may borrow under the Revolving Credit Facility expires on May 11, 2024, and the Revolving Credit Facility will mature and all amounts outstanding thereunder must be repaid by May 11, 2026.

BPC Funding’s obligations to the lenders under the Revolving Credit Facility are secured by a first priority security interest in all of BPC Funding’s portfolio investments and cash. The obligations of BPC Funding under the Revolving Credit Facility are non-recourse to the Company, and the Company’s exposure under the Revolving Credit Facility is limited to the value of the Company’s investment in BPC Funding.

In connection with the Revolving Credit Facility, BPC Funding has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The Revolving Credit Facility contains customary events of default for similar financing transactions, including if a change of control of BPC Funding occurs. Upon the occurrence and during the continuation of an event of default, BNPP may declare the outstanding advances and all other obligations under the Revolving Credit Facility immediately due and payable. The occurrence of an event of default (as described above) triggers a requirement that BPC Funding obtain the consent of BNPP prior to entering into any sale or disposition with respect to portfolio investments. As of December 31, 2023, the Company was in compliance with all covenants of the Revolver Credit Facility.

As of December 31, 2023, the Company had U.S. dollar borrowings of $304.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 7.704% (three month SOFR of 5.381%), borrowings denominated in British pounds sterling of £17.2 million ($21.9 million U.S. dollars) with a weighted average interest rate of 7.504% (weighted average three month adjusted cumulative compounded SONIA of 5.212%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with an interest rate of 6.465% (three month BBSW of 4.315%), borrowings denominated in Canadian dollars of C$5.4 million ($4.1 million U.S. dollars) with an interest rate of 7.212% (three month CDOR of 5.062%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 8.042% (three month NZBB of 5.642%) and borrowings denominated in Euros of €64.6 million ($71.4 million U.S. dollars) with a weighted average interest rate of 6.098% (three month EURIBOR of 3.948%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.

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Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2022, the Company had U.S. dollar borrowings of $653.4 million outstanding under the Revolving Credit Facility with a weighted average interest rate of 6.465% (three month SOFR of 4.113%), borrowings denominated in British pounds sterling of £30.2 million ($36.3 million U.S. dollars) with a weighted average interest rate of 4.415% (weighted average three month adjusted cumulative compounded SONIA of 2.083%), borrowings denominated in Australian dollars of A$7.8 million ($5.3 million U.S dollars) with a weighted average interest rate of 5.210% (three month BBSW of 3.060%), borrowings denominated in Canadian dollars of C$5.4 million ($4.0 million U.S. dollars) with an interest rate of 6.708% (three month CDOR of 4.558%), borrowings denominated in New Zealand dollars of NZ$6.1 million ($3.9 million U.S. dollars) with an interest rate of 6.490% (three month NZBB of 4.090%) and borrowings denominated in Euros of €86.6 million ($92.4 million U.S. dollars) with an interest rate of 3.772% (three month EURIBOR of 1.605%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the Revolving Credit Facility borrowings is included in “unrealized appreciation (depreciation) - foreign currency transactions” in the Company’s Consolidated Statements of Operations.

As of December 31, 2023 and 2022, the fair value of the borrowings outstanding under the Revolving Credit Facility was $411.0 million and $795.3 million, respectively. The fair values of the borrowings outstanding under the Revolving Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

SMBC Revolving Credit Facility

On March 6, 2023, the Company entered into a Senior Secured Revolving Credit Agreement (as amended, the “SMBC Credit Agreement”) with Sumitomo Mitsui Banking Corporation, as administrative agent, as lead arranger and as sole bookrunner, and the lenders and issuing banks from time to time party thereto, which governs the SMBC Credit Facility. The initial principal amount of the SMBC Credit Facility was $115.0 million, subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness, with an accordion provision to permit increases to the total facility amount up to $500.0 million, subject to the satisfaction of certain conditions. On April 17, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size from $115.0 million to $165.0 million, subject to the terms of the SMBC Credit Facility. In connection with the facility increase contemplated by the SMBC Credit Facility, Regions Bank joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $50.0 million. On December 14, 2023, the Company amended the SMBC Credit Agreement to amend certain provisions of the SMBC Credit Facility to increase the facility size to $215.0 million, including an initial term commitment of $25.0 million and converts a portion of the existing revolver availability into a term loan availability.

Advances under the SMBC Credit Facility initially bear interest at a per annum rate equal to, (i) in the case of U.S. dollar advances, 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% per annum plus Term SOFR, (ii) in the case of foreign currency advances (other than Sterling), 1.00% per annum plus an “alternate base rate” (as described in the SMBC Credit Agreement) in the case of any ABR Loan and 2.00% plus the applicable benchmark in effect for such currency, and (iii) in the case of Sterling advances, 2.00% per annum plus Daily Simple RFR, in each case, depending on the nature of the advances being requested under the SMBC Credit Facility. Commencing on September 6, 2023, the Company pays an unused fee of 0.50% per annum if the unused facility amount is equal to or exceeds 67%, or 0.375% per annum if the unused facility amount is less than 67%, based on the average daily unused amount of the financing commitments, in addition to certain other fees as agreed between the Company and the Administrative Agent.

Advances under the SMBC Credit Facility are subject to compliance with borrowing base requirements, pursuant to which the amount of funds advanced by the lenders to the Company varies depending upon the types of assets in the Company’s portfolio. Assets must meet certain criteria in order to be included in the borrowing base, and the borrowing base is subject to certain portfolio restrictions including investment size, sector concentrations and investment type.

The SMBC Credit Facility is guaranteed by BPCC Holdings, Inc., a subsidiary of the Company, and will be

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Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Subsidiary Guarantors”). Proceeds of the SMBC Credit Facility may be used for general corporate purposes, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the SMBC Credit Agreement.

The period during which the Company may borrow under the SMBC Credit Facility expires on March 5, 2027, and the SMBC Credit Facility will mature and all amounts outstanding thereunder must be repaid by March 6, 2028. The SMBC Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and the Subsidiary Guarantors, subject to certain exceptions.

In connection with the SMBC Credit Facility, the Company has made certain customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar facilities. The SMBC Credit Facility contains customary events of default for similar financing transactions, including if a change in control of the Company occurs. Upon the occurrence and during the continuation of certain event of defaults, the Administrative Agent may declare the outstanding advances and all other obligations under the SMBC Credit Facility immediately due and payable. As of December 31, 2023, the Company was in compliance with all covenants of the SMBC Credit Facility.

As of December 31, 2023, the Company had U.S. dollar borrowings of $124.5 million outstanding under the SMBC Credit Facility with a weighted average interest rate of 7.461% (one month SOFR of 5.361%)

As of December 31, 2023, the fair value of the borrowings outstanding under the SMBC Credit Facility was $124.5 million. The fair values of the borrowings outstanding under the SMBC Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

2023 Debt Securitization

On August 23, 2023 (the “Closing Date”), the Company completed a $496.5 million term debt securitization (the “2023 Debt Securitization”). Term debt securitizations are also known as a 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.

On the Closing Date and in connection with the 2023 Debt Securitization, Barings Private Credit Corporation CLO 2023-1 Ltd. (the “CLO Issuer”) and Barings Private Credit CLO 2023-1, LLC (the “CLO Co-Issuer” and together with the CLO Issuer, the “Issuers”), both indirect, wholly-owned, consolidated subsidiaries of the Company, entered into a Note Purchase Agreement with BNP Paribas Securities Corp., as the initial purchaser (the “Initial Purchaser”), pursuant to which the Issuers agreed to sell certain of the notes and loans to the Initial Purchaser to be issued as part of the 2023 Debt Securitization pursuant to an indenture by and among the CLO Issuer, the Co-Issuer, and State Street Bank and Trust Company, as collateral trustee (the “CLO Indenture”).

The notes and loans offered in the 2023 Debt Securitization consist of $300.0 million of AAA(sf) Class A Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 2.40% (the “Class A-1 Notes”); $35.0 million of AA(sf) Class A-2 Senior Secured Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Notes”); $25.0 million of A(sf) Class B Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 4.15% (the “Class B Notes”); $22.5 million of BBB(sf) Class C Secured Deferrable Floating Rate Notes due 2031, which bear interest at the three-month SOFR plus 6.35% (the “Class C Notes”, and, together with the Class A-1 Notes, the Class A-2 Notes and the Class B Notes, the “Secured Notes”); and $20.0 million of AA(sf) Class A Senior Secured Floating Rate Loans maturing 2031, which bear interest at the three-month SOFR plus 3.35% (the “Class A-2 Loans” and, together with the Secured Notes, the “Secured Debt”). Additionally, on the Closing Date, the Issuers issued $94.0 million of Subordinated Notes due 2031 (the “Subordinated Notes”), which do not bear interest. The Secured Debt together with the Subordinated Notes are collectively referred to herein as the “Debt”.

The Class A-2 Loans were incurred under a credit agreement (the “Class A-2 Credit Agreement”), dated as of the Closing Date, by and among the CLO Issuer, as borrower, the CLO Co-Issuer, as co-borrower, various financial

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Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

institutions and other persons as lenders, and State Street Bank and Trust Company, as loan agent and as collateral trustee. The 2023 Debt Securitization is backed by a diversified portfolio of middle-market commercial loans. The Debt is scheduled to mature on July 15, 2031; however the Debt may be redeemed by the Issuers, at the direction of the Company as holder of the Subordinated Notes, on any business day after July 15, 2024. The Company acts as retention holder in connection with the 2023 Debt Securitization for the purposes of satisfying certain U.S., U.K. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Subordinated Notes. The Company has retained all of the Subordinated Notes issued in the 2023 Debt Securitization.

The CLO Issuer intends to use the proceeds from the 2023 Debt Securitization to, among other things, purchase certain loans (“Collateral Obligations”) on the Closing Date (1) from the Company pursuant to a master loan sale agreement entered into on the Closing Date (the “Loan Sale Agreement”), and (2) from BPC Funding pursuant to the master participation and assignment agreement entered into on the Closing Date (the “Participation Agreement”), each as described below. Following the closing of the 2023 Debt Securitization, BPC Funding intends to use proceeds from the 2023 Debt Securitization to reduce certain outstanding indebtedness under the documents governing the Revolving Credit Facility.

Under the terms of the Loan Sale Agreement that provided for the sale of Collateral Obligations to the CLO Issuer, the Company transferred to the CLO Issuer a portion of its ownership interest in the Collateral Obligations securing the 2023 Debt Securitization for the purchase price and other consideration set forth in the Loan Sale Agreement. Under the terms of the Participation Agreement, pending the settlement of the Collateral Obligations transferred to the CLO Issuer under the Loan Sale Agreement, BPC Funding granted participation interests therein to the CLO Issuer until such loans are elevated to assignment. Following these transfers, CLO Issuer, and not BPC Funding or the Company, holds all of the ownership interest in such loans and participations. The Company made customary representations, warranties and covenants in the Loan Sale Agreement.

The Secured Debt is the secured obligation of the Issuers, the Subordinated Notes are the unsecured obligations of the CLO Issuer, and the CLO Indenture and Class A-2 Credit Agreement governing the Debt include customary covenants and events of default. The Debt has not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

As of December 31, 2023, the fair value of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes was $402.5 million. The fair values of the Class A-1 Notes, Class A-2 Notes, Class A-2 Loans, Class B Notes and Class C Notes are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

July 2026 Notes

On July 29, 2021, the Company entered into a Note Purchase Agreement (the “July 2021 NPA”) governing the issuance of (1) $75.0 million in aggregate principal amount of Series A senior unsecured notes due July 29, 2026 (the “Series A Notes”), (2) $38.0 million in aggregate principal amount of Series B senior unsecured notes due July 29, 2026 (the “Series B Notes”), and (3) $37.0 million in aggregate principal amount of Series C senior unsecured notes due July 29, 2026 (the “Series C Notes,” and collectively with the Series A Notes and the Series B Notes, the “July 2026 Notes”), in each case, to qualified institutional investors in a private placement. The Series A Notes, Series B Notes and Series C Notes were delivered and paid for on July 29, 2021, September 15, 2021, and October 28, 2021, respectively. Barings’ parent company, MassMutual, and/or its affiliates or subsidiaries hold approximately $46.0 million in aggregate principal amount of the July 2026 Notes.

The July 2026 Notes have a fixed interest rate of 3.5% per year, subject to a step up of (1) 0.75% per year, to the extent the July 2026 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.

F-93

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

The July 2026 Notes will mature on July 29, 2026 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the July 2021 NPA. Interest on the July 2026 Notes is due semiannually in January and July of each year, beginning in January 2022. In addition, the Company is obligated to offer to repay the July 2026 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the July 2021 NPA, the Company may redeem the July 2026 Notes 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 redeemed on or before January 29, 2026, a make-whole premium.

The July 2021 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the July 2021 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to stockholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.

The July 2021 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the July 2026 Notes at the time outstanding may declare all July 2026 Notes then outstanding to be immediately due and payable, subject to certain additional conditions in the event that then-outstanding July 2026 Notes are held by persons affiliated with the Company and certain of its affiliates. As of December 31, 2023, the Company was in compliance with all covenants under the July 2021 NPA.

The Company’s obligations under the July 2021 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The July 2026 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The July 2026 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of December 31, 2023 and 2022, the fair values of the outstanding July 2026 Notes were $133.5 million and $125.9 million, respectively. The fair value determinations of the Series A Notes, Series B Notes and Series C Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

May 2027 Notes

On May 10, 2022, the Company entered into a Note Purchase Agreement (the “May 2022 NPA”) governing the issuance of (1) $100.0 million in aggregate principal amount of Series D senior unsecured notes due May 10, 2027 (the “Series D Notes”) and (2) $55.0 million in aggregate principal amount of Series E senior unsecured notes due May 10, 2027 (the “Series E Notes,” and collectively with the Series D Notes, the “May 2027 Notes”), in each case, to qualified institutional investors in a private placement. The Series D Notes were delivered and paid for on May 10, 2022, and the Series E Notes were delivered and paid for on July 6, 2022.

The May 2027 Notes have a fixed interest rate of 6.0% per year, subject to a step up of (1) 0.75% per year, to the extent the May 2027 Notes fail to satisfy certain investment grade rating conditions and/or (2) 1.50% per year, to the extent the ratio of the Company’s secured debt to total assets exceeds specified thresholds, measured as of each fiscal quarter-end.

The May 2027 Notes will mature on May 10, 2027 unless redeemed, purchased or prepaid prior to such date by the Company in accordance with the terms of the May 2022 NPA. Interest on the May 2027 Notes will be due

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Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

semiannually in May and November of each year, beginning in November 2022. In addition, the Company is obligated to offer to repay the May 2027 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the May 2022 NPA, the Company may redeem the May 2027 Notes 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 redeemed on or before November 10, 2026, a make-whole premium.

The May 2022 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for agreements of this type, including, without limitation, information reporting, maintenance of the Company’s status as a BDC within the meaning of the 1940 Act, and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, and restricted payments. In addition, the May 2022 NPA contains the following financial covenants: (a) maintaining a minimum obligors’ net worth, measured as of each fiscal quarter-end; (b) not permitting the Company’s asset coverage ratio, as of the date of the incurrence of any debt for borrowed money or the making of any cash dividend to stockholders, to be less than the statutory minimum then applicable to the Company under the 1940 Act; and (c) not permitting the Company’s net debt to equity ratio to exceed 2.0x, measured as of each fiscal quarter-end.

The May 2022 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under other indebtedness or that of the Company’s subsidiary guarantors, if any, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of certain events of default, the holders of at least 66-2/3% in principal amount of the May 2027 Notes at the time outstanding may declare all May 2027 Notes then outstanding to be immediately due and payable, subject to (i) certain additional requirements prior to the issuance of the Series E Notes and (ii) certain additional conditions in the event that then-outstanding May 2027 Notes are held by persons affiliated with the Company and certain of its affiliates. As of December 31, 2023, the Company was in compliance with all covenants under the May 2022 NPA.

The Company’s obligations under the May 2022 NPA are general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The May 2027 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The May 2027 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

As of December 31, 2023 and 2022, the fair values of the outstanding May 2027 Notes were $149.7 million and $147.7 million, respectively. The fair value determinations of the Series D Notes were based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

In connection with the offering of the Series D Notes, on May 10, 2022, the Company entered into a $100.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.24500%. The swap transaction matures on May 10, 2027. The interest expense related to the Series D Notes will be equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Consolidated Statements of Operations. As of December 31, 2023, the interest rate swap had a fair value of $(3.3) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series D Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

In connection with the offering of the Series E Notes, on July 6, 2022, the Company entered into a $55.0 million notional value interest rate swap. The Company receives a fixed rate interest at 6.00% paid semi-annually and pays quarterly based on a compounded daily rate of SOFR plus 3.38200%. The swap transaction matures on May 10, 2027. The interest expense related to the Series E Notes will be equally offset by proceeds

F-95

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

received from the interest rate swap. The swap adjusted interest expense is included as a component of interest and other financing fees in the Company’s Consolidated Statements of Operations. As of December 31, 2023, the interest rate swap had a fair value of $(2.0) million. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of derivative assets or derivative liabilities on the Company’s Consolidated Balance Sheet. The change in fair value of the interest rate swap is offset by the change in fair value of the Series E Notes. The fair value of the Company’s interest rate swap is based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

Secured Borrowings

As of December 31, 2023, the Company had no secured borrowings (“Secured Borrowings”) outstanding. As of December 31, 2022, the Company had $18.6 million of Secured Borrowings outstanding, which were recorded as a result of certain securities that were sold and simultaneously repurchased at a premium, with amounts payable to the counterparty due on the repurchase settlement date, which was generally within 120 days of the trade date. The Company’s Secured Borrowings bore interest at a weighted average rate of 7.843% (three-month SOFR of 4.587%) for the year ended December 31, 2022. As of December 31, 2022, the fair value of the Secured Borrowings was $18.6 million. The fair value of the Secured Borrowings are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model.

5. Income Taxes

The Company has elected for federal income tax purposes to be treated, and intends to qualify annually, as a RIC under the Code and intends to make the required distributions to its stockholders as specified therein. In order to maintain its tax treatment as a RIC, the Company must meet certain minimum distribution, source-of-income and asset diversification requirements. If such requirements are met, then the Company is generally required to pay taxes only on the portion of its taxable income and gains it does not distribute (actually or constructively) and certain built-in gains. The Company met its source of income, asset diversification and minimum distribution requirements for 2023 and continually monitors these requirements with the goal of ensuring compliance with the Code. The Company has historically met its minimum distribution requirements and continually monitors its distribution requirements with the goal of ensuring compliance with the Code.

Depending on the level of investment company taxable income (“ICTI”) and net capital gains, if any, or taxable income, the Company may choose to carry forward undistributed taxable income and pay a 4% nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner, an amount at least equal to the sum of (i) 98% of net ordinary income for each calendar year, (ii) 98.2% of the amount by which capital gains exceed capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 in that calendar year (or later if the Company is permitted to elect and so elects) and (iii) certain undistributed amounts from previous years on which the Company paid no U.S. federal income tax. Any such carryover of taxable income must be distributed before the end of that next tax year through a dividend declared prior to filing of the tax return related to the year which generated such taxable income not to be subject to U.S. federal income tax. For the years ended December 31, 2023 and 2022, the Company recorded net expenses of $1.3 million and $0.9 million, respectively, for U.S. federal excise tax.

Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized. The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or total distributable earnings (loss), as appropriate.

During the years ended December 31, 2023 and 2022 and for the period from May 10, 2021 (commencement of operations) to December 31, 2021, the Company reclassified for book purposes amounts arising from permanent book/tax differences primarily related to non-deductible excise taxes and non-deductible offering costs during the year as follows:

F-96

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Additional paid-in capital	$	708	$	(1,059)	$	(678)
Total distributable earnings	$	(708)	$	1,059	$	678

Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are evaluated to determine whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than not threshold would be recorded as a tax benefit or expense in the current year. Management has analyzed the Company's tax positions taken, or to be taken, on federal income tax returns for all open tax years (fiscal years 2021-2022), and has concluded that the provision for uncertain tax positions in the Company’s financial statements is appropriate.

For income tax purposes, distributions paid to stockholders are reported as ordinary income, long-term capital gains, return of capital or a combination thereof. The tax character of distributions paid for the years ended December 31, 2023, 2022 and 2021 was as follows:

	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Ordinary Income	$	132,677	$	85,827	$	26,622
Distributions of long-term capital gains	$	3,240	$	—	$	—
Distributions on a tax basis	$	135,917	$	85,827	$	26,622

At December 31, 2023, 2022 and 2021, the components of distributable earnings on a tax basis detailed below differ from the amounts reflected in the Company’s Consolidated Balance Sheet by temporary and other book/tax differences, primarily relating to organization costs and the tax treatment of certain partnership investments, as follows:

	Year Ended		Year Ended		For the period from May 10, 2021 (commencement of operations) to
($ in thousands)	December 31, 2023		December 31, 2022		December 31, 2021
Undistributed net investment income	$	32,187	$	28,994	$	12,497
Accumulated capital gains	$	(633)	$	—	$	—
Other temporary differences	$	(23)	$	(25)	$	(27)
Unrealized appreciation (depreciation)	$	(5,606)	$	(18,216)	$	3,172
Components of distributable earnings at year end	$	25,925	$	10,753	$	15,642

Tax information for the fiscal year ended December 31, 2023 is estimated and is not considered final until the Company files its tax return.

Under current law, the Company may carry forward net capital losses indefinitely to use to offset capital gains realized in future years. As of December 31, 2023, the Company estimates that it will have a capital loss carryforward of approximately $0.6 million ($0.6 million of short-term capital losses and no long-term capital losses), none of which will expire. Because of the loss limitation rules of the Code, some of the tax basis losses may be limited in their use. The unused balance will be carried forward and utilized as gains are realized, subject to such limitations. As of December 31, 2022, the Company did not have a capital loss carryforward.

For federal income tax purposes, the cost of investments owned as of December 31, 2023 and 2022 was approximately $2,446.2 million and $2,160.8 million, respectively. As of December 31, 2023, net unrealized depreciation on the Company’s investments (tax basis) was approximately $5.6 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately

F-97

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

$93.8 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $99.4 million. As of December 31, 2022, net unrealized depreciation on the Company’s investments (tax basis) was approximately $18.2 million, consisting of gross unrealized appreciation, where the fair value of the Company’s investments exceeds their tax cost, of approximately $83.6 million and gross unrealized depreciation, where the tax cost of the Company’s investments exceeds their fair value, of approximately $101.8 million.

In addition, the Company has a wholly-owned taxable subsidiary (the “Taxable Subsidiary”), which holds certain portfolio investments that are listed on the Consolidated Schedules of Investments. The Taxable Subsidiary is consolidated for financial reporting purposes, such that the Company’s consolidated financial statements reflects the Company’s investments in the portfolio companies owned by the Taxable Subsidiary. The purpose of the Taxable Subsidiary is to permit the Company to hold certain portfolio companies that are organized as limited liability companies (“LLCs”) (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of the RIC’s gross revenue for income tax purposes must consist of qualifying investment income. Absent the Taxable Subsidiary, a proportionate amount of any gross income of an LLC (or other pass-through entity) portfolio investment would flow through directly to the RIC. To the extent that such income did not consist of qualifying investment income, it could jeopardize the Company’s ability to qualify as a RIC and therefore cause the Company to incur significant amounts of federal income taxes. When LLCs (or other pass-through entities) are owned by the Taxable Subsidiary, their income is taxed to the Taxable Subsidiary and does not flow through to the RIC, thereby helping the Company preserve its RIC tax treatment and resultant tax advantages. The Taxable Subsidiary is not consolidated for income tax purposes and may generate income tax expense or benefit as a result of its ownership of the portfolio companies. This income tax expense or benefit, if any, is reflected in the Company’s Consolidated Statements of Operations. Additionally, any unrealized appreciation related to portfolio investments held by the Taxable Subsidiary (net of unrealized depreciation related to portfolio investments held by the Taxable Subsidiary) is reflected net of applicable federal and state income taxes, if any, in the Company's Consolidated Statements of Operations, with the related deferred tax assets or liabilities, if any, included in “Accounts payable and accrued liabilities” in the Company’s Consolidated Balance Sheet. As of December 31, 2023, the Company had a net deferred tax liability of $0.7 million pertaining to operating losses and tax basis differences related to certain partnership interests. As of December 31, 2022, the Company had a net deferred tax liability of $0.2 million pertaining to operating losses and tax basis differences related to certain partnership interests.

F-98

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

6. Derivative Instruments

The Company enters into forward currency contracts from time to time to primarily help mitigate the impact that an adverse change in foreign exchange rates would have on net interest income from the Company’s investments and related borrowings denominated in foreign currencies. Forward currency contracts are considered undesignated derivative instruments.

The following tables present the Company’s foreign currency forward contracts as of December 31, 2023 and 2022.

As of December 31, 2023 ($ in thousands) Description	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	$45,208	A$70,473	01/10/24	$	(2,932)	Derivative liabilities
Foreign currency forward contract (CAD)	$5,336	C$7,280	01/10/24	(178)		Derivative liabilities
Foreign currency forward contract (DKK)	$1,128	7,968kr.	01/10/24	(55)		Derivative liabilities
Foreign currency forward contract (EUR)	$229,170	€216,996	01/10/24	(10,903)		Derivative liabilities
Foreign currency forward contract (GBP)	£4,844	$6,086	01/10/24	85		Derivative assets
Foreign currency forward contract (GBP)	$75,288	£61,973	01/10/24	(3,669)		Derivative liabilities
Foreign currency forward contract (NZD)	$5,519	NZ$9,248	01/10/24	(342)		Derivative liabilities
Foreign currency forward contract (NOK)	$3,997	kr43,081	01/10/24	(258)		Derivative liabilities
Foreign currency forward contract (SEK)	$1,868	19,907kr	01/10/24	(113)		Derivative liabilities
Foreign currency forward contract (CHF)	$6,759	6,137Fr.	01/10/24	(546)		Derivative liabilities
Total				$	(18,911)

F-99

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2022 ($ in thousands) Description	Notional Amount to be Purchased	Notional Amount to be Sold	Maturity Date	Gross Amount of Recognized Assets (Liabilities)		Balance Sheet Location of Net Amounts
Foreign currency forward contract (AUD)	A$61,845	$41,434	01/09/23	$	660	Derivative assets
Foreign currency forward contract (AUD)	A$2,300	$1,557	04/11/23	14		Derivative assets
Foreign currency forward contract (AUD)	$40,131	A$61,845	01/09/23	(1,964)		Derivative liabilities
Foreign currency forward contract (AUD)	$42,446	A$63,128	04/11/23	(684)		Derivative liabilities
Foreign currency forward contract (CAD)	C$7,479	$5,491	01/09/23	35		Derivative assets
Foreign currency forward contract (CAD)	$5,473	C$7,479	01/09/23	(53)		Derivative liabilities
Foreign currency forward contract (CAD)	$5,383	C$7,326	04/11/23	(35)		Derivative liabilities
Foreign currency forward contract (DKK)	7,401kr.	$1,056	01/09/23	9		Derivative assets
Foreign currency forward contract (DKK)	$982	7,401kr.	01/09/23	(83)		Derivative liabilities
Foreign currency forward contract (DKK)	$1,078	7,499kr.	04/11/23	(9)		Derivative liabilities
Foreign currency forward contract (EUR)	€187,162	$198,632	01/09/23	1,693		Derivative assets
Foreign currency forward contract (EUR)	$185,138	€187,162	01/09/23	(15,187)		Derivative liabilities
Foreign currency forward contract (EUR)	$199,111	€186,411	04/11/23	(1,665)		Derivative liabilities
Foreign currency forward contract (GBP)	£56,336	$68,032	01/09/23	13		Derivative assets
Foreign currency forward contract (GBP)	£1,600	$1,929	04/11/23	7		Derivative assets
Foreign currency forward contract (GBP)	$62,569	£56,336	01/09/23	(5,477)		Derivative liabilities
Foreign currency forward contract (GBP)	$66,247	£54,756	04/11/23	(38)		Derivative liabilities
Foreign currency forward contract (NZD)	NZ$8,665	$5,451	01/09/23	46		Derivative assets
Foreign currency forward contract (NZD)	$5,009	NZ$8,665	01/09/23	(487)		Derivative liabilities
Foreign currency forward contract (NZD)	$5,060	NZ$8,044	04/11/23	(46)		Derivative liabilities
Foreign currency forward contract (NOK)	38,802kr	$3,939	01/09/23	6		Derivative assets
Foreign currency forward contract (NOK)	$3,626	kr38,802	01/09/23	(318)		Derivative liabilities
Foreign currency forward contract (NOK)	$4,097	kr40,202	04/11/23	(7)		Derivative liabilities
Foreign currency forward contract (SEK)	5,694kr	$547	01/09/23	—		Derivative assets
Foreign currency forward contract (SEK)	$512	5,694kr	01/09/23	(35)		Derivative liabilities
Foreign currency forward contract (SEK)	$555	5,751kr	04/11/23	—		Derivative liabilities
Foreign currency forward contract (CHF)	18,873Fr.	$19,744	01/09/23	689		Derivative assets
Foreign currency forward contract (CHF)	$19,491	18,873Fr.	01/09/23	(942)		Derivative liabilities
Foreign currency forward contract (CHF)	$5,336	4,891Fr.	04/11/23	(12)		Derivative liabilities
Total				$	(23,870)

As of December 31, 2023 and 2022, the total fair value of the Company’s foreign currency forward contracts was $(18.9) million and $(23.9) million, respectively. The fair values of the Company’s foreign currency forward contracts are based on unadjusted prices from independent pricing services and independent indicative broker quotes, which are Level 2 inputs.

7. Commitments and Contingencies

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk, consisting primarily of unused commitments to extend financing to the Company’s portfolio companies. Since commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. As of December 31, 2023 and 2022, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The balances of unused commitments to extend financing as of December 31, 2023 and 2022 were as follows:

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023		December 31, 2022
Accurus Aerospace Corporation(1)(2)	Revolver	$	380	$	691
Adhefin International(1)(3)	Delayed Draw Term Loan	419		—

F-100

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023	December 31, 2022
AirX Climate Solutions, Inc.(1)(2)	Delayed Draw Term Loan	5,010	—
AirX Climate Solutions, Inc.(1)(2)	Revolver	2,050	—
AlliA Insurance Brokers NV(1)(3)	Delayed Draw Term Loan	1,634	—
Americo Chemical Products, LLC(1)	Revolver	1,400	—
Amtech LLC(1)	Delayed Draw Term Loan	—	1,818
Amtech LLC(1)	Revolver	291	364
AnalytiChem Holding GmbH(1)(2)(3)	Bridge Revolver	—	462
Anju Software, Inc.(1)(2)	Delayed Draw Term Loan	36	—
APC1 Holding(1)(3)	Delayed Draw Term Loan	—	354
Aquavista Watersides 2 LTD(1)(2)(4)	Capex / Acquisition Facility	1,030	1,179
Arc Education(1)(3)	Delayed Draw Term Loan	2,576	3,789
Argus Bidco Limited(1)(2)(4)	CAF Term Loan	1,083	1,579
Argus Bidco Limited(1)(2)(4)	RCF Bridge Term Loan	—	335
ASC Communications, LLC(1)	Revolver	647	647
Astra Bidco Limited(1)(2)(4)	Delayed Draw Term Loan	729	1,059
ATL II MRO Holdings Inc.(1)	Revolver	2,500	2,500
Avance Clinical Bidco Pty Ltd(1)(2)(5)	Delayed Draw Term Loan	1,522	1,512
AWP Group Holdings, Inc.(1)	Delayed Draw Term Loan	237	—
Azalea Buyer, Inc.(1)(2)	Delayed Draw Term Loan	644	962
Azalea Buyer, Inc.(1)(2)	Revolver	481	481
Bariacum S.A(1)(3)	Acquisition Facility	—	961
Beyond Risk Management, Inc.(1)	Delayed Draw Term Loan	2,007	2,423
Biolam Group(1)(2)(3)	Delayed Draw Term Loan	1,508	4,783
Bounteous, Inc.(1)(2)	Delayed Draw Term Loan	2,697	2,697
Brightpay Limited(1)(2)(3)	Delayed Draw Term Loan	195	188
BrightSign LLC(1)(2)	Revolver	370	1,109
British Engineering Services Holdco Limited(1)(2)(4)	Acquisition/Capex Facility	92	203
CAi Software, LLC(1)(2)	Revolver	943	943
Canadian Orthodontic Partners Corp.(1)(2)(6)	Delayed Draw Term Loan	—	291
Cascade Residential Services LLC(1)(2)	Delayed Draw Term Loan	7,765	—
Cascade Residential Services LLC(1)(2)	Revolver	1,294	—
Centralis Finco S.a.r.l.(1)(3)	Incremental CAF Term Loan	—	298
CGI Parent, LLC(1)	Revolver	1,653	1,653
Classic Collision (Summit Buyer, LLC)(1)	Delayed Draw Term Loan	—	156
Classic Collision (Summit Buyer, LLC)(1)	Delayed Draw Term Loan	8,666	5,143
Comply365, LLC(1)(2)	Revolver	575	489
Coyo Uprising GmbH(1)(3)	Delayed Draw Term Loan	523	505
DataServ Integrations, LLC(1)	Revolver	481	481
DecksDirect, LLC(1)(2)	Revolver	381	218
Direct Travel, Inc.(1)	Delayed Draw Term Loan	87	233
DISA Holdings Corp.(1)	Delayed Draw Term Loan	1,072	1,368
DISA Holdings Corp.(1)	Revolver	339	416

F-101

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023	December 31, 2022
DreamStart BidCo SAS (d/b/a SmartTrade)(1)(2)(3)	Acquisition Facility	—	168
Dune Group(1)(2)(3)	Delayed Draw Term Loan	1,050	1,515
Dwyer Instruments, Inc.(1)(2)	Delayed Draw Term Loan	171	4,513
Eclipse Business Capital, LLC(1)	Revolver	12,128	12,321
EMI Porta Holdco LLC(1)(2)	Delayed Draw Term Loan	—	7,947
EMI Porta Holdco LLC(1)(2)	Revolver	346	1,261
EPS NASS Parent, Inc.(1)	Delayed Draw Term Loan	—	92
eShipping, LLC(1)	Delayed Draw Term Loan	—	1,274
eShipping, LLC(1)	Revolver	743	743
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)	Delayed Draw Term Loan	2,731	2,639
Eurofins Digital Testing International LUX Holding SARL(1)(2)(3)	Delayed Draw Term Loan	—	528
Events Software BidCo Pty Ltd(1)(2)	Delayed Draw Term Loan	620	640
Express Wash Acquisition Company, LLC(1)	Revolver	115	115
F24 (Stairway BidCo GmbH)(1)(2)(3)	Acquisition Term Loan	—	57
Faraday(1)(3)	Delayed Draw Term Loan	1,980	—
FineLine Systems(1)(2)	Delayed Draw Term Loan	—	478
Finexvet(1)(3)	Delayed Draw Term Loan	1,943	—
Footco 40 Limited(1)(2)(4)	Delayed Draw Term Loan	524	766
Fortis Payment Systems, LLC(1)(2)	Delayed Draw Term Loan	—	925
FragilePak LLC(1)	Delayed Draw Term Loan	—	4,649
GB Eagle Buyer, Inc.(1)	Revolver	3,226	3,226
Glacis Acquisition S.A.R.L.(1)(3)	Delayed Draw Term Loan	5,348	7,399
Global Academic Group Limited(1)(2)(7)	Term Loan	414	451
GPZN II GmbH(1)(2)(3)	CAF Term Loan	—	560
GPZN II GmbH(1)(2)(3)	Delayed Draw Term Loan	53	—
Graphpad Software, LLC(1)(2)	Delayed Draw Term Loan	—	2,602
Greenhill II BV(1)(3)	Capex Acquisition Facility	120	255
Groupe Product Life(1)(2)(3)	Delayed Draw Term Loan	—	1,102
Gusto Aus BidCo Pty Ltd(1)(5)	Delayed Draw Term Loan	167	223
HeartHealth Bidco Pty Ltd(1)(5)	Delayed Draw Term Loan	253	313
Heartland Veterinary Partners, LLC(1)(2)	Delayed Draw Term Loan	—	148
Heartland, LLC(1)	Delayed Draw Term Loan	—	710
Heavy Construction Systems Specialists, LLC(1)	Revolver	2,193	2,193
HEKA Invest(1)(3)	Delayed Draw Term Loan	1,150	1,111
HemaSource, Inc.(1)	Revolver	2,590	—
HomeX Services Group LLC(1)(2)	Delayed Draw Term Loan	8,446	—
HomeX Services Group LLC(1)(2)	Revolver	3,378	—
HTI Technology & Industries(1)	Delayed Draw Term Loan	1,691	1,691
HTI Technology & Industries(1)	Revolver	1,128	1,128
HW Holdco, LLC (Hanley Wood LLC)(1)	Delayed Draw Term Loan	—	1,074
Innovad Group II BV(1)(2)(3)	Delayed Draw Term Loan	42	200

F-102

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023	December 31, 2022
INOS 19-090 GmbH(1)(2)(3)	Acquisition Facility	171	217
Interstellar Group B.V.(1)(3)	Delayed Draw Term Loan	1,241	2,621
Interstellar Group B.V.(1)(3)	Delayed Draw Term Loan	115	111
InvoCare Limited(1)(5)	Delayed Draw Term Loan	773	—
Isolstar Holding NV (IPCOM)(1)(2)(3)	Accordion Facility	—	3,695
Isolstar Holding NV (IPCOM)(1)(2)(3)	Accordion Facility	—	606
Isolstar Holding NV (IPCOM)(1)(3)	Delayed Draw Term Loan	1,313	1,488
ISTO Technologies II, LLC(1)(2)	Revolver	1,114	—
ITI Intermodal, Inc.(1)	Delayed Draw Term Loan	—	103
ITI Intermodal, Inc.(1)(2)	Revolver	1,157	118
Jaguar Merger Sub Inc.(1)	Delayed Draw Term Loan	—	422
Jaguar Merger Sub Inc.(1)	Revolver	—	490
Jon Bidco Limited(1)(2)(7)	Capex & Acquisition Facility	588	753
Jones Fish Hatcheries & Distributors LLC(1)(2)	Revolver	418	418
Kano Laboratories LLC(1)	Delayed Draw Term Loan	724	724
Kano Laboratories LLC(1)	Delayed Draw Term Loan	860	860
Lambir Bidco Limited(1)(2)(3)	Delayed Draw Term Loan	734	819
Lattice Group Holdings Bidco Limited(1)(2)	Delayed Draw Term Loan	255	298
Lattice Group Holdings Bidco Limited(1)(2)	Revolver	18	—
LeadsOnline, LLC(1)	Revolver	2,679	1,952
LivTech Purchaser, Inc.(1)(2)	Delayed Draw Term Loan	—	244
Marmoutier Holding B.V.(1)(2)(3)	Delayed Draw Term Loan	18	24
Marmoutier Holding B.V.(1)(2)(3)	Revolver	106	106
Marshall Excelsior Co.(1)(2)	Revolver	115	216
MC Group Ventures Corporation(1)	Delayed Draw Term Loan	435	467
Mercell Holding AS(1)(2)(8)	Capex Acquisition Facility	773	797
Mertus 522. GmbH(1)(2)(3)	Capex Acquisition Facility	—	2,745
Modern Star Holdings Bidco Pty Limited(1)(5)	Term Loan	59	59
Modern Star Holdings Bidco Pty Limited(1)(5)	Term Loan	518	—
Moonlight Bidco Limited(1)(2)(5)	Delayed Draw Term Loan	562	—
Murphy Midco Limited(1)(2)(4)	Delayed Draw Term Loan	—	97
Narda Acquisitionco., Inc.(1)	Revolver	1,059	953
NAW Buyer, LLC(1)	Delayed Draw Term Loan	9,223	—
NAW Buyer, LLC(1)	Revolver	1,845	—
NeoxCo(1)(3)	Delayed Draw Term Loan	497	—
Nexus Underwriting Management Limited(1)(2)(4)	Acquisition Facility	—	1,254
Next Holdco, LLC(1)(2)	Delayed Draw Term Loan	5,984	—
Next Holdco, LLC(1)(2)	Revolver	2,321	—
NF Holdco, LLC(1)(2)	Revolver	887	—
Novotech Aus Bidco Pty Ltd(1)	Capex & Acquisition Facility	971	971
NPM Investments 28 BV(1)(3)	Delayed Draw Term Loan	958	925

F-103

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023	December 31, 2022
OA Buyer, Inc.(1)	Revolver	1,331	1,331
OAC Holdings I Corp(1)(2)	Revolver	1,370	607
OG III B.V.(1)(3)	Accordion Facility	—	650
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	3,407
Omni Intermediate Holdings, LLC(1)(2)	Delayed Draw Term Loan	806	1,008
Options Technology Ltd.(1)(2)	Delayed Draw Term Loan	—	1,406
OSP Hamilton Purchaser, LLC(1)(2)	Revolver	1,607	187
OSP Hamilton Purchaser, LLC(1)(2)	Delayed Draw Term Loan	5,319	—
Pare SAS (SAS Maurice MARLE)(1)(2)	Delayed Draw Term Loan	2,100	2,100
Parkview Dental Holdings, LLC(1)(2)	Delayed Draw Term Loan	328	—
PDQ.Com Corporation(1)(2)	Delayed Draw Term Loan	3,939	—
PDQ.Com Corporation(1)(2)	Delayed Draw Term Loan	2,679	3,836
Polara Enterprises, L.L.C.(1)	Revolver	947	947
Premium Invest(1)(3)	Acquisition Facility	1,284	—
Premium Invest(1)(3)	Delayed Draw Term Loan	—	5,977
Process Insights Acquisition, Inc.(1)	Delayed Draw Term Loan	1,220	—
Process Insights Acquisition, Inc.(1)	Revolver	1,323	—
ProfitOptics, LLC(1)(2)	Revolver	84	193
Protego Bidco B.V.(1)(2)(3)	Delayed Draw Term Loan	211	255
PSP Intermediate 4, LLC(1)(2)(3)	Delayed Draw Term Loan	206	727
QPE7 SPV1 BidCo Pty Ltd(1)(5)	Accordion Facility	—	2,585
Qualified Industries, LLC(1)	Revolver	364	—
Questel Unite(1)(2)(3)	Incremental Term Loan	2,795	2,701
R1 Holdings, LLC(1)	Delayed Draw Term Loan	1,682	2,623
R1 Holdings, LLC(1)	Revolver	1,947	1,601
Randys Holdings, Inc.(1)	Delayed Draw Term Loan	5,516	5,516
Randys Holdings, Inc.(1)	Revolver	1,658	1,964
Rep Seko Merger Sub LLC(1)(2)	Delayed Draw Term Loan	—	520
Reward Gateway (UK) Ltd(1)(2)(4)	Acquisition Facility	—	765
Rocade Holdings LLC	Preferred Equity	2,000	—
Rock Labor, LLC	Revolver	941	—
Royal Buyer, LLC(1)	Delayed Draw Term Loan	1,229	2,945
Royal Buyer, LLC(1)	Revolver	1,787	1,787
Safety Products Holdings, LLC(1)(2)	Delayed Draw Term Loan	—	2,730
Sanoptis S.A.R.L.(1)(3)	Acquisition Capex Facility	42	5,535
Sanoptis S.A.R.L.(1)(3)	CAF Term Loan	2,186	—
SBP Holdings LP(1)	Delayed Draw Term Loan	151	—
SBP Holdings LP(1)	Delayed Draw Term Loan	15,062	—
SBP Holdings LP(1)	Revolver	1,065	—
Scaled Agile, Inc.(1)	Delayed Draw Term Loan	—	416
Scaled Agile, Inc.(1)(2)	Revolver	280	336
Scout Bidco B.V.(1)(3)	Delayed Draw Term Loan	—	1,135
Scout Bidco B.V.(1)(2)(3)	Revolver	320	515

F-104

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023	December 31, 2022
Sereni Capital NV(1)(3)	Term Loan	—	109
Simulation Software Investment Company Pty Ltd(1)(2)	Delayed Draw Term Loan	408	408
Sinari Invest(1)(3)	Delayed Draw Term Loan	617	—
SISU ACQUISITIONCO., INC(1)(2)	Delayed Draw Term Loan	160	—
Smartling, Inc.(1)(2)	Delayed Draw Term Loan	—	2,076
Smartling, Inc.(1)	Revolver	1,038	1,038
SmartShift Group, Inc.(1)(2)	Delayed Draw Term Loan	5,690	—
SmartShift Group, Inc.(1)(2)	Revolver	2,731	—
Soho Square III Debtco II SARL(1)(2)(4)	Delayed Draw Term Loan	—	3,383
Solo Buyer, L.P.(1)(2)	Revolver	1,330	1,995
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)	Delayed Draw Term Loan	399	665
Sparus Holdings, LLC (f/k/a Sparus Holdings, Inc.)(1)(2)	Revolver	90	156
Spatial Business Systems LLC(1)	Delayed Draw Term Loan	1,875	7,500
Spatial Business Systems LLC(1)	Revolver	1,406	1,406
SSCP Pegasus Midco Limited(1)(2)(4)	Delayed Draw Term Loan	398	451
Superjet Buyer, LLC(1)	Revolver	1,369	1,825
Syntax Systems Ltd(1)	Delayed Draw Term Loan	—	1,770
Syntax Systems Ltd(1)	Revolver	358	309
Tank Holding Corp(1)	Revolver	480	545
Tank Holding Corp(1)	Delayed Draw Term Loan	1,358	—
Tanqueray Bidco Limited(1)(4)	Capex Facility	1,153	1,088
Techone B.V.(1)(3)	Revolver	146	94
Tencarva Machinery Company, LLC(1)	Revolver	1,129	1,129
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Delayed Draw Term Loan	2,724	4,195
The Caprock Group, Inc. (aka TA/TCG Holdings, LLC)(1)	Revolver	1,233	1,233
The Cleaver-Brooks Company, Inc.(1)	Revolver	2,768	2,422
The Hilb Group, LLC(1)(2)	Delayed Draw Term Loan	672	2,537
Trader Corporation(1)(6)	Revolver	354	345
Trintech, Inc.(1)	Revolver	1,020	—
TSYL Corporate Buyer, Inc.(1)	Delayed Draw Term Loan	2,244	—
TSYL Corporate Buyer, Inc.(1)	Delayed Draw Term Loan	1,469	1,681
TSYL Corporate Buyer, Inc.(1)	Revolver	642	177
Turbo Buyer, Inc.(1)(2)	Delayed Draw Term Loan	1,509	1,509
UBC Ledgers Holding AB(1)(9)	Delayed Draw Term Loan	840	—
UBC Ledgers Holding AB(1)(9)	Revolver	278	—
Union Bidco Limited(1)(4)	Acquisition Facility	222	210
United Therapy Holding III GmbH(1)(2)(3)	Acquisition Facility	636	1,089
Unither (Uniholding)(1)(3)	Delayed Draw Term Loan	479	—
USLS Acquisition, Inc. (f/k/a US Legal Support, Inc.)(1)(2)	Delayed Draw Term Loan	2,360	3,371
W2O Holdings, Inc.(1)(2)	Delayed Draw Term Loan	107	487

F-105

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

Portfolio Company ($ in thousands)	Investment Type	December 31, 2023		December 31, 2022
Waccamaw River LLC(2)	Joint Venture	—		2,480
West-NR AcquisitionCo., LLC(1)	Delayed Draw Term Loan	3,750		—
Whitcraft Holdings, Inc.(1)	Revolver	2,347		—
White Bidco Limited (1)(2)	Delayed Draw Term Loan	514		—
Woodland Foods, LLC(1)(2)	Line of Credit	492		330
WWEC Holdings III Corp(1)(2)	Delayed Draw Term Loan	—		2,329
WWEC Holdings III Corp(1)	Revolver	1,514		1,025
Xeinadin Bidco Limited(1)(4)	CAF Term Loan	4,125		4,743
ZB Holdco LLC(1)	Delayed Draw Term Loan	2,932		1,352
ZB Holdco LLC(1)	Revolver	845		845
Zeppelin Bidco Limited(1)(2)(4)	Capex / Acquisition Facility	1,333		1,258
Total unused commitments to extend financing		$	267,681	$	247,730

(1)The Adviser's estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.

(2)Represents a commitment to extend financing to a portfolio company where one or more of the Company's current investments in the portfolio company are carried at less than cost.

(3)Actual commitment amount is denominated in Euros. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(4)Actual commitment amount is denominated in British pounds sterling. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(5)Actual commitment amount is denominated in Australian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(6)Actual commitment amount is denominated in Canadian dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(7)Actual commitment amount is denominated in New Zealand dollars. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

(8)Actual commitment amount is denominated in Norwegian Kroner. Commitment was translated into U.S. dollars based on the spot rate at the relevant balance sheet date.

F-106

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

8. Financial Highlights

	Year Ended			Year Ended			For the period from May 10, 2021 (commencement of operations) to
($ in thousands, except share and per share amounts)	December 31, 2023			December 31, 2022			December 31, 2021
Per share data:
Net asset value at beginning of period	$	20.55		$	20.58		$	—
Net investment income (1)	2.49			2.01			1.20
Net realized gain on investments / foreign currency transactions / forward currency contracts (1)	(0.19)			0.68			0.09
Net unrealized appreciation (depreciation) on investments / foreign currency transactions / forward currency contracts (1)	0.30			(0.98)			0.10
Total increase from investment operations (1)	2.60			1.71			1.39
Dividends paid to stockholders from net investment income	(2.26)			(1.65)			(0.81)
Dividends paid to stockholders from short-term realized gains	—			(0.09)			—
Dividends paid to stockholders from long-term realized gains	(0.05)			—			—
Total dividends declared	(2.31)			(1.74)			(0.81)
Issuance of common stock	—			—			20.00
Net asset value at end of period	$	20.84		$	20.55		$	20.58
Shares outstanding at end of period	62,714,487			52,900,314			40,551,193
Net assets at end of period	$	1,306,995		$	1,087,303		$	834,406
Average net assets	$	1,193,140		$	1,002,258		$	580,568
Ratio of total expenses, prior to waiver of base management fee, to average net assets (2)(3)	10.24		%	5.91		%	3.65		%
Ratio of total expenses, net of base management fee waived, to average net assets (2)(3)	10.24		%	5.91		%	3.25		%
Ratio of net investment income to average net assets (2)(3)	12.21		%	9.82		%	9.26		%
Portfolio turnover ratio (3)	18.02		%	12.39		%	20.69		%
Total return (4)	13.30		%	8.43		%	7.03		%

(1)Weighted average per share data—basic and diluted; per share data was derived by using the weighted average shares outstanding during the applicable period.

(2)Does not include the expenses of underlying investment companies, including joint ventures.

(3)For the period from May 10, 2021 (commencement of operations) through December 31, 2021, reflects annualized amounts except in the case of non-recurring expenses (e.g. initial organization expenses, offering costs and excise tax).

(4)Total return is calculated as the change in NAV per share during the period, divided by the beginning NAV per share and assumes reinvestment of dividends at prices obtained by the Company’s dividend reinvestment plan during the period. For purposes of the total return calculation for the period from May 10, 2021 (commencement of operations) to December 31, 2021, beginning NAV is assumed to be the first share issuance at $20.00 per share.

F-107

Barings Private Credit Corporation

Notes to Consolidated Financial Statements — (Continued)

9. Selected Quarterly Financial Data (Unaudited)

The following tables set forth certain quarterly financial information for each of the eight quarters in the two years ended December 31, 2023. Results for any quarter are not necessarily indicative of results for the full year or for any future quarter. 

	Quarter Ended
($ in thousands, except per share amounts)	March 31, 2023		June 30, 2023		September 30, 2023		December 31, 2023
Total investment income	$	59,122	$	68,331	$	67,055	$	73,409
Net investment income	32,665		38,643		35,093		39,329
Net increase (decrease) in net assets resulting from operations	40,527		30,564		42,577		38,129
Net investment income per share	$	0.61	$	0.66	$	0.58	$	0.64

	Quarter Ended
($ in thousands, except per share amounts)	March 31, 2022		June 30, 2022		September 30, 2022		December 31, 2022
Total investment income	$	29,291	$	34,563	$	42,338	$	51,391
Net investment income	20,831		22,785		24,269		30,506
Net increase (decrease) in net assets resulting from operations	32,722		12,376		25,940		8,841
Net investment income per share	$	0.51	$	0.45	$	0.47	$	0.58

10. Subsequent Events

On January 2, 2024, the Company issued and sold 2,296,176.892 shares of its common stock, for an aggregate offering price of $47.9 million at a price per share of $20.84, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D and Regulation S thereunder.

On February 1, 2024, the Company issued and sold 3,607,517.871 shares of its common stock, for an aggregate offering price of $75.3 million at a price per share of $20.88, determined in accordance with Section 23 of the 1940 Act. The sale of common stock was made pursuant to subscription agreements entered into by the Company and the participating investors in connection with the Private Offering pursuant to Section 4(a)(2) of the Securities Act and Regulation D and Regulation S thereunder.

On February 8, 2024, the Company increased commitments under the SMBC Credit Facility to $265.0 million from $215.0 million, subject and pursuant to the terms of the accordion provision under the SMBC Credit Facility. In connection with such increase, State Street Bank and Trust Company joined the SMBC Credit Facility as an additional multicurrency lender with a commitment of $25.0 million and Regions Bank increased its existing multicurrency commitment from $50.0 million to $75.0 million. The accordion provision under the SMBC Credit Facility permits increases to the total facility amount of up to $500.0 million, subject to the satisfaction of certain conditions set forth therein.

On February 22, 2024, the Board declared regular monthly distributions for March 2024 through May 2024. The regular monthly cash distributions, each in the gross amount of $0.20 per share are payable on March 28, 2024, April 29, 2024 and May 30, 2024 to stockholders of record on March 26, 2024, April 26, 2024 and May 24, 2024, respectively.

F-108