Agreements and Related Party Transactions

3 Months Ended

Mar. 31, 2026

Related Party Transactions [Abstract]

Agreements and Related Party Transactions

Agreements and Related Party Transactions

Administration Agreement

Under the terms of the Administration Agreement, the Administrator is responsible for providing the Company with clerical, bookkeeping, recordkeeping and other administrative services. The Company will pay the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including, but not limited to, the allocable portion of the cost of its Chief Financial Officer and Chief Compliance Officer and their respective staffs. State Street Bank and Trust Company provides the Company with certain fund administration and bookkeeping services pursuant to a sub-administration agreement (the “Sub-Administration Agreement”) with the Administrator.

No person who is an officer, director or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for such services as a director. However, the Company reimburses the Adviser (or its affiliates) for the allocable portion of the costs of compensation, benefits, and related administrative expenses of its officers who provide operational and administrative services to us pursuant to the Administration Agreement, their respective staff and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate). Such reimbursable amounts including but not limited to the allocable portion of compensation, overhead and other expenses paid by the Adviser or its affiliates for the Company’s Chief Financial Officer, compliance and other professionals who provide operational and administrative services to the Company pursuant to the Administration Agreement. Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three months ended March 31, 2026 and March 31, 2025, the Company incurred $0.2 million and $0.0 million for administrative services payable to the Administrator under the terms of the Administration Agreement, which is included in other general and administrative expenses in the Consolidated Statements of Operations.

Investment Advisory Agreement

Under the terms of the Investment Advisory Agreement, the Adviser provides investment advisory services to the Company. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company pays the Adviser a base management fee (the “Management Fee”) and may also pay an incentive fee based on income and an incentive fee based on capital gains (collectively, the “Incentive Fee”).

Management Fee

The Management Fee shall be calculated at a rate based on the value of the most recently published net asset value and payable quarterly in arrears at the rates set forth below:

Base Management Fee	Net Assets as of Most Recently Completed Quarter
0.1125% (1.35% annualized)	Less than or equal to $150.0 million
0.0917% (1.10% annualized)	Greater than $150.0 million but less than or equal to $300.0 million
0.0823% (0.9875% annualized)	Greater than $300.0 million but less than or equal to $500.0 million
0.0710% (0.85% annualized)	Greater than $500.0 million

For the three months ended March 31, 2026, Management Fees were $0.8 million. Management Fees for the three months ended March 31, 2026 were calculated at an annual rate of 0.9875%. No Management Fees were recorded for the three months ended March 31, 2025.

Incentive Fee

The Incentive Fee consists of two parts that are independent of each other, with the result that one component may be payable even if the other is not, as follows:

(i)The first component, payable at the end of each quarter in arrears, equals 12.5% of the Company's Pre-Incentive Fee Net Investment Income for each calendar quarter, subject to a 5.0% annualized hurdle rate, with a catch-up.

Pre-Incentive Fee Net Investment Income means interest income, distribution income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that we receive from portfolio companies) accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and distributions paid on any issued and outstanding debt or preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee Net Investment Income will be compared to a “Hurdle Amount” equal to the product of (i) the “hurdle rate” of 1.25% per quarter (5% annualized) and (ii) the Company’s net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the end of the immediately preceding calendar quarter.

The Incentive Fee is payable quarterly in arrears with respect to Pre-Incentive Fee Net Investment Income in each calendar quarter as follows:

•No incentive fee based on Pre-Incentive Fee Net Investment Income in any calendar quarter in which Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);

•100% of the dollar amount of our Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This portion of Pre-Incentive Fee Net Investment Income (which exceeds the hurdle rate but is less than 1.43%) is referred to as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and

•12.5% of the dollar amount of Pre-Incentive Fee Net Investment Income, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income thereafter is allocated to the Adviser.

(ii)The second component, payable at the end of each fiscal year in arrears, equals 12.5% of cumulative realized capital gains from the inception of the Company to the end of such fiscal year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain Incentive Fee for prior periods (the “Capital Gains Fee”).

For purposes of determining whether Pre-Incentive Fee Net Investment Income exceeds the hurdle rate, Pre-Incentive Fee Net Investment Income is expressed as a rate of return on the average daily hurdle calculation value throughout the immediately preceding calendar quarter.

Section 205(b)(3) of the Investment Advisers Act of 1940, as amended, prohibits the Adviser from receiving the payment of fees on unrealized gains until those gains are realized, if ever. There can be no assurance that such unrealized gains will be realized in the future.

For the three months ended March 31, 2026, Incentive Fees on net investment income were $1.1 million. For the three months ended March 31, 2026 Incentive Fees on capital gains were $0.0 million. No Incentive Fees were recorded for the three months ended March 31, 2025.

Expense Support Agreement

On the BDC Election Date, the Company entered into an expense support and reimbursement agreement (the “Expense Support Agreement”) with the Adviser. Subject to the terms of the Expense Support Agreement, the Adviser will fund certain expenses, including the organizational and offering cost, incurred by the Company (each such payment, an "Expense Payment"). The Adviser is eligible to be reimbursed by the Company for such Expense Payments (a “Reimbursement Payment”). The amount of any Expense Payment by the Adviser shall be determined based on whether the Company’s expenses during a given fiscal quarter exceed an expense cap (the “Annual Expense Cap”) calculated based on the Company’s net asset value ("NAV"). If the Company’s expenses during a given fiscal quarter exceed the applicable Annual Expense Cap, the Adviser will make an Expense Payment equal to the difference between the Annual Expense Cap and the Company’s incurred expenses. The amount of any Expense Payment by the Adviser, and our obligation to make a

Reimbursement Payment, is determined by whether the Company exceeds an annual expense cap equal to a percentage of NAV (the “Annual Expense Cap”).

Expense Cap	NAV
0.5% (2.00% annualized)	Less than or equal to $150.0 million
0.4375% (1.75% annualized)	Greater than $150.0 million but less than or equal to $200.0 million
0.375% (1.50% annualized)	Greater than $200.0 million but less than or equal to $250.0 million
0.3375% (1.35% annualized)	Greater than$250.0 million but less than or equal to $300.0 million
0.3125% (1.25% annualized)	Greater than $300.0 million but less than or equal to $350.0 million
0.2875% (1.15% annualized)	Greater than $350.0 million but less than or equal to $400.0 million
0.2500% (1.00% annualized)	Greater than $400.0 million

For the three months ended March 31, 2026, the Company recorded less than $0.1 million of expense Reimbursement Payments to the Adviser in the Consolidated Statement of Operations.