n
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
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: 814-01175
BAIN CAPITAL SPECIALTY FINANCE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
81-2878769
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
200 Clarendon Street, 37th Floor
Boston, MA
02116
(Address of Principal Executive Office)
(Zip Code)
(617) 516‑2000
(Registrant’s Telephone Number, Including Area Code)
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report: N/A
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
BCSF
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒
As of May 11, 2026, the registrant had 64,868,507 shares of common stock outstanding.
TABLE OF CONTENTS
Page
PART I
FINANCIAL INFORMATION
3
Item 1.
Consolidated Financial Statements
Consolidated Statements of Assets and Liabilities as of March 31, 2026 (unaudited) and December 31, 2025
Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)
4
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2026 and 2025 (unaudited)
5
Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)
6
Consolidated Schedules of Investments as of March 31, 2026 (unaudited) and December 31, 2025
7
Notes to Consolidated Financial Statements (unaudited)
51
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
131
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
150
Item 4.
Controls and Procedures
151
PART II
OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
Default Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
152
Item 6.
Exhibits, Consolidated Financial Statement Schedules
153
Signatures
158
i
FORWARD-LOOKING STATEMENTS
Statements contained in this Quarterly Report on Form 10-Q (the “Quarterly Report”) (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”), BCSF Advisors, LP (the “Advisor”) and/or Bain Capital Credit, LP and its affiliated advisers (collectively, “Bain Capital Credit”). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Quarterly Report constitutes “forward-looking statements,” which can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors we identify in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2025 and in our filings with the Securities and Exchange Commission (the “SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions may be based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Quarterly Report because we are an investment company.
ii
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Bain Capital Specialty Finance, Inc.
Consolidated Statements of Assets and Liabilities
(in thousands, except share and per share data)
As of
March 31, 2026
December 31, 2025
(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliate investments (amortized cost of $1,925,871 and $1,891,513, respectively)
$
1,916,461
1,905,297
Non-controlled/affiliate investments (amortized cost of $7,504 and $7,504, respectively)
19,164
18,674
Controlled affiliate investments (amortized cost of $549,483 and $603,650, respectively)
535,173
584,470
Cash and cash equivalents
12,973
23,092
Foreign cash (cost of $3,026 and $2,477, respectively)
3,622
3,151
Restricted cash and cash equivalents
17,593
32,667
Collateral on derivatives
9,813
10,993
Deferred financing costs
3,285
3,543
Interest receivable on investments
35,091
38,023
Interest rate swap
4,979
7,976
Receivable for sales and paydowns of investments
38,101
28,856
Prepaid insurance
277
489
Unrealized appreciation on forward currency exchange contracts
224
—
Dividend receivable
4,920
5,354
Total Assets
2,601,676
2,662,585
Liabilities
Debt (net of unamortized debt issuance costs of $17,144 and $10,110, respectively)
1,454,657
1,470,796
Interest payable
10,910
12,376
Payable for investments purchased
3,527
2,110
Collateral payable on derivatives
4,760
12,907
Unrealized depreciation on forward currency exchange contracts
2,739
9,061
Base management fee payable
9,085
9,408
Incentive fee payable
5,618
5,877
Accounts payable and accrued expenses
16,825
12,910
Distributions payable
9,730
Total Liabilities
1,508,121
1,545,175
Commitments and Contingencies (See Note 10)
Net Assets
Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,868,507 and 64,868,507 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
65
Paid in capital in excess of par value
1,161,110
Total distributable loss
(67,620
)
(43,765
Total Net Assets
1,093,555
1,117,410
Total Liabilities and Total Net Assets
Net asset value per share
16.86
17.23
See Notes to Consolidated Financial Statements
Consolidated Statements of Operations
For the Three Months Ended March 31,
2026
2025
Income
Investment income from non-controlled/non-affiliate investments:
Interest from investments
39,333
41,672
Dividend income
619
1,725
PIK income
8,705
6,606
Other income
1,476
2,833
Total investment income from non-controlled/non-affiliate investments
50,133
52,836
Investment income from non-controlled/affiliate investments:
2
8
17
21
42
Total investment income from non-controlled/affiliate investments
23
67
Investment income from controlled affiliate investments:
10,033
9,148
5,983
4,786
Total investment income from controlled affiliate investments
16,018
13,936
Total investment income
66,174
66,839
Expenses
Interest and debt financing expenses
20,252
18,904
Base management fee
9,068
Incentive fee
2,222
Professional fees
700
714
Directors fees
180
174
Other general and administrative expenses
2,069
2,571
Total expenses, net of fee waivers
37,904
33,653
Net investment income before taxes
28,270
33,186
Income tax expense, including excise tax
906
1,076
Net investment income
27,364
32,110
Net realized and unrealized gains (losses)
Net realized gain (loss) on non-controlled/non-affiliate investments
3,820
(20,986
Net realized loss on non-controlled/affiliate investments
(2,967
Net realized loss on controlled affiliate investments
(13,448
Net realized gain (loss) on foreign currency transactions
66
(249
Net realized loss on forward currency exchange contracts
(2,989
(2,405
Net change in unrealized appreciation on foreign currency translation
(135
435
Net change in unrealized appreciation on forward currency exchange contracts
6,546
(2,073
Net change in unrealized appreciation on non-controlled/non-affiliate investments
(23,194
23,993
Net change in unrealized appreciation on non-controlled/affiliate investments
490
(1,866
Net change in unrealized appreciation on controlled affiliate investments
4,870
2,555
Total net loss
(23,974
(3,563
Net increase in net assets resulting from operations
3,390
28,547
Basic and diluted net investment income per share of common stock
0.42
0.50
Basic and diluted increase in net assets resulting from operations per share of common stock
0.05
0.44
Basic and diluted weighted average common stock outstanding
64,868,507
64,676,192
Consolidated Statements of Changes in Net Assets
Operations:
Net realized loss
(12,551
(26,607
Net change in unrealized appreciation
(11,423
23,044
Stockholder distributions:
Distributions from distributable earnings
(27,245
(29,191
Net decrease in net assets resulting from stockholder distributions
Capital share transactions:
Issuances of common stock (net of offering and underwriting costs)
4,552
Shares issued in connection with dividend reinvestment plan
924
Net increase in net assets resulting from capital share transactions
5,476
Total increase (decrease) in net assets
(23,855
4,832
Net assets at beginning of period
1,139,672
Net assets at end of period
1,144,504
Net asset value per share of common stock
17.64
Common stock outstanding at end of period
Consolidated Statements of Cash Flows
Cash flows from operating activities
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Purchases of investments
(234,383
(299,374
Proceeds from principal payments and sales of investments
245,867
251,317
Net realized loss from investments
9,628
23,953
Net realized (gain) loss on foreign currency transactions
(66
249
(6,546
2,073
Net change in unrealized appreciation on investments
17,834
(24,682
135
(435
Increase in investments due to PIK
(7,385
(5,415
Accretion of discounts and amortization of premiums
(1,746
(1,554
Amortization of deferred financing costs and debt issuance costs
1,538
1,149
Changes in operating assets and liabilities:
1,180
6,855
2,932
8,103
(108
(78
212
197
434
(338
(1,466
(2,250
(8,147
6,000
(323
(92
(259
(2,474
3,915
980
Net cash provided by (used in) operating activities
26,636
(7,269
Cash flows from financing activities
Borrowings on debt
643,000
459,000
Repayments on debt
(649,000
(395,699
Payments of financing costs
(8,314
(8,551
Proceeds from issuances of common stock (net of offering and underwriting costs)
Purchase of common shares issued in connection with dividend reinvestment plan
Stockholder distributions paid
(36,975
(58,244
Net cash provided by (used in) financing activities
(51,289
1,982
Net decrease in cash, foreign cash, restricted cash and cash equivalents
(24,653
(5,287
Effect of foreign currency exchange rates
(69
186
Cash, foreign cash, restricted cash and cash equivalents, beginning of period
58,910
99,066
Cash, foreign cash, restricted cash and cash equivalents, end of period
34,188
93,965
Supplemental disclosure of cash flow information:
Cash interest paid during the period
20,180
20,005
Cash paid for excise taxes during the period
3,337
As of March 31,
Cash
10,168
Restricted cash
55,609
Foreign cash
28,188
Total cash, foreign cash, restricted cash, and cash equivalents shown in the consolidated statements of cash flows
Consolidated Schedule of Investments
As of March 31, 2026
(In thousands)
Portfolio Company
Investment Type
Index (1)
Spread (1)
Interest Rate
Maturity Date
Principal/Shares (9)
Cost
Market Value
% of NAV (4)
Non-Controlled/Non-Affiliate Investments
Aerospace & Defense
ATS (15)(19)(29)
First Lien Senior Secured Loan
SOFR
5.75%
9.42
%
7/12/2029
4,925
4,882
ATS (3)(19)
First Lien Senior Secured Loan - Revolver
Bridger Aerospace Group Holdings, Inc. (3)(15)(19)
First Lien Senior Secured Loan - Delayed Draw
6.00%
9.70
10/28/2030
286
273
258
9.68
235
227
226
Bridger Aerospace Group Holdings, Inc. (15)(19)
9.67
5,086
5,039
5,036
BTX Precision (15)(19)(29)
5.00%
8.67
7/25/2030
7,588
7,537
BTX Precision (3)(15)(19)
8.68
1,263
1,237
BTX Precision (15)(19)
5,930
5,886
5,913
5,862
4.75%
8.42
1,435
1,426
BTX Precision (14)(19)(25)
Equity Interest
98
225
Forward Slope (15)(19)
5.60%
9.30
8/22/2029
6,061
5,962
Forward Slope (15)(19)(29)
13,215
13,000
Forward Slope (3)(15)(19)
9.28
4,527
4,401
5,547
5,493
Forward Slope (14)(19)(25)
930
1,568
GSP Holdings, LLC (15)(19)(26)
2.95% (2.95% PIK)
9.57
11/5/2027
4,751
4,769
4,514
9.60
1,164
1,157
1,106
11/6/2026
10,013
10,106
9,513
77
Heads Up Technologies, Inc. (16)(19)
5.25%
8.95
7/23/2030
203
202
Second Lien Senior Secured Loan
8.25%
11.95
7/23/2031
9,720
9,676
Heads Up Technologies, Inc. (3)(5)(19)
(8
Mach Acquisition R/C (3)(15)(19)
7.15%
10.82
4/19/2027
7,532
7,510
Mach Acquisition T/L (15)(19)(29)
13,236
13,206
Precision Ultimate Holdings, LLC (14)(19)(25)
1,417
480
620
781
1,253
Robinson Helicopter (14)(19)(25)
1,592
507
2,551
Saturn Purchaser Corp. (15)(19)(29)
4.85%
8.52
7/22/2030
13,281
13,205
Saturn Purchaser Corp. (3)(5)(19)
(51
Solairus (3)(5)(19)
(14
Whitcraft-Paradigm (3)(15)(19)(23)
8.70
2/28/2029
424
414
Whitcraft-Paradigm (15)(19)(29)
2/15/2029
10,132
10,080
Whitcraft-Paradigm (3)(19)
Whitcraft-Paradigm (15)(19)
2,291
2,654
2,634
Aerospace & Defense Total
140,212
142,684
13.0
Automotive
American Trailer Rental Group (19)(26)
Subordinated Debt
14.25% PIK
14.25
12/1/2028
6,066
6,043
5,156
18,716
18,607
15,908
23,372
23,340
19,866
Cardo (6)(18)(19)
8.98
5/12/2028
97
Chilton (15)(19)(29)
5.50%
9.16
2/5/2031
6,435
6,398
6,371
Chilton (2)(3)(5)(19)
(20
(101
Chilton (3)(15)(19)
9.14
1,835
1,812
1,797
Gills Point S (14)(19)(25)
Preferred Equity
20
39
Gills Point S (15)(19)(26)
4.00% (1.50% PIK)
5/17/2029
12,388
12,079
1,235
1,223
1,204
7,296
7,114
3,670
3,651
3,578
215
82
4,834
4,812
4,713
3,994
3,968
3,895
Intoxalock (15)(19)(29)
5.10%
8.77
11/1/2028
11,852
11,795
Intoxalock (3)(15)(19)
5.15%
8.86
1,029
1,014
Automotive Total
102,659
94,680
8.7
Beverage, Food & Tobacco
AgroFresh Solutions (3)(15)(19)
9.27
4/2/2029
1,866
1,814
1,816
AgroFresh Solutions (15)(19)(29)
3/31/2030
6,841
6,751
6,772
AgroFresh Solutions (15)(19)
6,074
5,957
6,013
Arctic Glacier U.S.A., Inc. (3)(19)
5/24/2028
12
BCC CPK investments 1, LLC (14)(19)(25)
370
BCC Trillium Foods Investments 1, LLC (14)(19)(25)
2,531
3,548
BCSF Project Aberdeen, LLC (14)(19)(25)
2,217
2,180
CPK IPCO Buyer LLC (19)
12.00%
12.00
12/22/2031
610
601
Hellers (6)(19)(26)
15.00% PIK
15.00
3/27/2031
NZ$
549
336
310
Hellers (2)(3)(5)(6)(19)
9/27/2030
(12
(2
Hellers (6)(18)(19)(26)
BBSY
9.86
AUD
35
34
Hellers (6)(15)(19)(26)
BKBM
8.09
47
28
26
INW Manufacturing, LLC (15)(19)(29)
1/23/2031
27,097
26,841
26,826
PPX (14)(19)(25)
33
5,000
3,250
SauceCo HoldCo, LLC (3)(15)(19)
5/13/2030
5,002
SauceCo HoldCo, LLC (15)(19)(29)
9.45
71,180
69,097
Spindrift (19)(26)
13.75% PIK
13.75
2/19/2033
1,627
1,589
Spindrift (14)(19)(25)
1
500
547
Beverage, Food & Tobacco Total
128,669
130,146
11.9
Capital Equipment
AeriTek Global CAD Acquisition Inc. (6)(15)(19)
6.50%
10.17
8/27/2030
473
467
466
AeriTek Global CAD Acquisition Inc. (3)(6)(15)(19)
10
9
AXH Air Coolers (15)(19)(29)
9.20
10/31/2029
7,400
7,352
AXH Air Coolers (3)(5)(19)
(33
3,291
3,272
AXH Air Coolers (3)(15)(19)
4,864
4,840
AXH Air Coolers (14)(19)(25)
3,417
1,104
12,014
East BCC Coinvest II, LLC (14)(19)(25)
1,419
1,229
Engineered Products Co., LLC (3)(15)(19)
8.38
8/12/2031
154
148
Ergotron Acquisition LLC (16)(19)(29)
8.92
7/6/2028
10,841
10,744
EXT Acquisitions, Inc. (2)(3)(19)
12/19/2031
(4
EXT Acquisitions, Inc. (3)(15)(19)
P
4.25%
11.00
185
183
FCG Acquisitions, Inc. (14)(19)(25)
Goodfellow (6)(15)(19)
EURIBOR
7.38
2/10/2032
€
50
57
SONIA
£
64
PPT Group (6)(18)(19)
9.24
2/28/2031
6,120
7,648
7,972
PPT Group (3)(6)(18)(19)
220
287
232
275
262
PPT Group (6)(14)(19)(25)
376
312
Capital Equipment Total
38,117
48,225
4.4
Chemicals, Plastics & Rubber
AP Plastics Group, LLC (16)(19)(29)
8/10/2030
13,548
13,369
AP Plastics Group, LLC (16)(19)
175
AP Plastics Group, LLC (3)(5)(19)
(3
Duraco (19)(29)(32)
10.16
6/6/2029
7,305
7,223
6,940
Duraco (3)(19)(32)
10.21
796
774
697
Plaskolite PPC Intermediate II LLC (15)(19)(26)
4.00% (4.00% PIK)
11.64
5/9/2030
7,257
7,134
7,112
Plaskolite PPC Intermediate II LLC (3)(15)(19)
7.00%
10.64
2/7/2030
163
149
V Global Holdings LLC (16)(19)(26)
2.20% (3.70% PIK)
9.55
12/22/2027
15,706
15,419
14,842
V Global Holdings LLC (3)(16)(19)
5.85%
9.53
3,552
3,018
2.05% (3.70% PIK)
7.73
96
101
104
Chemicals, Plastics & Rubber Total
47,896
46,585
4.3
Construction & Building
AGS American Glass Services Acquisition, LLC (15)(19)
9.17
7/24/2031
159
AGS American Glass Services Acquisition, LLC (2)(3)(5)(19)
(1
(5
AGS American Services Investments, L.P. (14)(19)(25)
338
333
BCSF ServiceMaster Investments, LLC (14)(19)(25)
Chase Industries, Inc. (15)(19)(26)
5.65% (1.50% PIK)
11/11/2027
27,464
27,143
27,189
2,691
2,665
Chase Industries, Inc. (3)(15)(19)(26)
10.85
630
628
612
Elk (14)(19)(25)
719
72
722
1,198
G702 Buyer, Inc. (16)(19)
8.45
7/2/2031
156
G702 Buyer, Inc. (2)(3)(5)(19)
(10
Service Master (18)(19)(26)
6.01% (1.00% PIK)
10.66
8/16/2027
929
Service Master (3)(18)(19)
7.01%
10.71
15,622
15,620
Service Master (15)(19)(26)
5.86% (1.00% PIK)
10.54
1,585
1,579
7,668
7,634
10.65
12/31/2029
3,918
130
10.53
3,173
Service Master (14)(19)(25)
169
TL Sapphire Parent, Inc. (3)(16)(19)
1/22/2033
663
660
146
TL Sapphire Parent, Inc. (16)(19)(29)
4,978
4,975
Zeus Fire & Security (15)(19)
12/11/2030
8,740
Zeus Fire & Security (15)(19)(29)
8.65
4,828
4,799
Zeus Fire & Security (3)(15)(19)
1,053
1,038
Construction & Building Total
85,329
86,448
7.9
Consumer Goods: Durable
New Milani Group LLC (15)(19)
6/26/2031
832
825
New Milani Group LLC (3)(5)(19)
(11
Stanton Carpet (15)(19)
9.15%
12.80
3/31/2028
11,434
11,330
Tangent Technologies Acquisition, LLC (15)(19)
8.90%
12.56
5/30/2028
8,915
8,840
TLC Holdco LP (14)(19)(25)
1,281
1,221
523
TLC Purchaser, Inc. (3)(15)(19)
5.76%
9.41
10/11/2027
3,808
3,816
3,475
TLC Purchaser, Inc. (15)(19)(29)
9.44
13,008
12,925
12,552
TLC Purchaser, Inc. (15)(19)
9.46
1,948
1,936
1,880
Consumer Goods: Durable Total
40,880
39,611
3.6
Consumer Goods: Non-Durable
Evriholder (19)(29)(32)
6.90%
10.60
1/24/2028
5,819
5,792
5,761
Fineline Technologies, Inc. (14)(19)(25)
939
1,288
Hempz (15)(19)
10/25/2029
218
217
Hempz (2)(3)(5)(19)
(27
RoC Skincare (15)(19)(29)
8.91
2/21/2031
9,800
9,694
RoC Skincare (3)(5)(19)
2/21/2030
Solaray, LLC (3)(18)(19)
3/27/2029
12,052
12,033
Solaray, LLC (15)(19)
6.85%
10.52
28,283
25,737
13,026
13,011
11,853
SRP Parent Inc. (14)(19)(25)
Summer Fridays, LLC (15)(19)
5/16/2031
482
475
477
Summer Fridays, LLC (2)(3)(5)(19)
(9
WU Holdco, Inc. (3)(5)(19)
4/15/2032
WU Holdco, Inc. (3)(18)(19)
757
741
Consumer Goods: Non-Durable Total
71,132
67,906
6.2
Containers, Packaging & Glass
ASP-r-pac Acquisition Co LLC (16)(19)(29)
6.26%
9.93
12/29/2027
5,710
5,642
ASP-r-pac Acquisition Co LLC (3)(16)(19)
6.11%
9.78
3,273
3,247
Precision Concepts Parent Inc. (3)(15)(19)
8/2/2032
79
78
Precision Concepts Parent Inc. (15)(19)
715
712
708
Containers, Packaging & Glass Total
9,680
9,769
0.9
Environmental Industries
BCC HGS Investments 1, LLC (14)(19)(25)
1,241
FC DOLMANS B.V. (2)(3)(5)(6)(19)
3/4/2033
(6
FC DOLMANS B.V. (6)(15)(19)
2,437
2,807
2,780
Humic Acquisition Holdings, LLC (15)(19)
10/21/2031
7,278
7,273
7,242
Humic Acquisition Holdings, LLC (3)(15)(19)
2,703
2,684
2,683
14,482
14,421
14,410
Meteor UK Bidco Limited (6)(18)(19)
8.73
5/14/2032
8,104
10,796
10,689
11
4,858
6,460
6,408
Meteor UK Bidco Limited (3)(6)(19)
11/14/2031
Reconomy (6)(18)(19)
10.23
68
83
89
Reconomy (3)(6)(18)(19)(34)
10.20
5,018
6,602
6,624
6.25%
27
31
Titan Cloud Software, Inc (18)(19)
9.52
9/7/2029
27,580
27,461
Titan Cloud Software, Inc (15)(19)
12,264
12,217
Titan Cloud Software, Inc (3)(18)(19)
9/7/2028
3,424
3,401
Titan Cloud Software, Inc (14)(19)(25)
3,532
3,549
Environmental Industries Total
99,000
99,008
9.1
FIRE: Finance
Allworth Financial Group, L.P. (15)(19)(29)
12/23/2027
845
841
Allworth Financial Group, L.P. (2)(3)(5)(19)
Allworth Financial Group, L.P. (3)(15)(19)
5,787
5,764
1,455
1,449
Avalon Bidco Limited (6)(15)(19)
9.99
4/16/2032
4,127
5,432
5,376
Choreo (3)(15)(19)
2/18/2028
2,908
Congress Wealth (14)(19)(25)
16
19
Daintree Bidco Pty Ltd ACN 686 668 619 (6)(18)(19)
9.04
11/25/2032
1,113
709
751
Endurance Holdco Limited (6)(19)(25)(26)
12.50% PIK
12.50
3,144
4,066
4,063
Insigneo Financial Group LLC (19)(26)
10.00% PIK
10.00
8/1/2027
1,968
1,981
Insigneo Financial Group LLC (15)(19)
6.60%
10.30
8/1/2028
267
263
Insigneo Financial Group LLC (14)(19)(25)
534
535
3,447
LEP SAL Co-Invest, L.P. (6)(14)(19)(25)
1,000
1,317
1,319
Monarch Finco, LLC (3)(17)(19)
7.92
10/29/2032
18
Monarch Finco, LLC (3)(19)
Monarch Finco, LLC (17)(19)
Parmenion (6)(18)(19)
9.31
5/23/2029
295
389
PMA (16)(19)
1/31/2031
58
PMA (3)(5)(19)
(15
Sikich (14)(19)(25)
Warrants
570
Sikich (19)(25)(26)
13.00% PIK
13.00
38
3,765
TA/Weg Holdings (15)(19)(29)
7.94
10/2/2028
2,295
2,292
9,089
Wealth Enhancement Group (WEG) (3)(5)(19)
Wealth Enhancement Group (WEG) (3)(15)(19)
10/4/2028
9,453
9,429
FIRE: Finance Total
50,479
54,216
5.0
FIRE: Insurance
Comet BidCo Limited (3)(6)(19)
1/30/2032
Comet BidCo Limited (2)(3)(5)(6)(19)
Comet BidCo Limited (6)(15)(19)
754
753
McLarens Acquisition Inc. (16)(19)
4.90%
8.56
12/19/2027
900
893
412
409
95
94
248
246
260
6,971
6,972
McLarens Acquisition Inc. (3)(16)(19)
8.59
3,892
3,879
McLarens Acquisition Inc. (3)(6)(16)(19)
4.87%
8.61
948
1,248
1,251
McLarens Acquisition Inc. (2)(3)(5)(19)
McLarens Acquisition Inc. (3)(5)(6)(19)
12/20/2027
MRHT (2)(3)(5)(6)(19)
11/10/2031
(13
(16
MRHT (3)(6)(18)(19)
7.15
5/17/2032
2,558
2,981
2,894
Simplicity (16)(19)(29)
12/31/2031
10,148
10,063
Simplicity (3)(5)(19)
(36
Simplicity (3)(16)(19)
7,260
FIRE: Insurance Total
35,006
35,104
3.2
FIRE: Real Estate
Lagerbox (6)(15)(19)
3.50%
5.51
12/20/2028
750
779
864
FIRE: Real Estate Total
0.1
Healthcare & Pharmaceuticals
Accident Care Alliance Holdco LLC (3)(15)(19)
8/20/2030
607
605
569
559
AEG Vision (15)(19)(29)
5.90%
3/27/2027
2,033
2,021
16,146
16,110
17,609
17,570
AEG Vision (15)(19)
41,580
41,310
Alldent Holding GmbH (2)(3)(6)(19)
11/15/2032
Alldent Holding GmbH (6)(18)(19)
7.62
1,600
1,837
1,825
AOM Infusion (3)(16)(19)
8.69
3/19/2032
341
AOM Infusion (3)(5)(19)
Apollo Intelligence (16)(19)
9.43
5/31/2028
14,885
15,360
14,736
Apollo Intelligence (3)(16)(19)
6,785
6,759
6,685
Apollo Intelligence (14)(19)(25)
3,378
2,651
Athena Parent Holdings, L.P. (14)(19)(25)
403
Beacon Specialized Living (15)(19)(29)
3/25/2028
4,913
4,876
13
Beacon Specialized Living (3)(15)(19)
4,822
4,732
Beacon Specialized Living (3)(19)
Caregiver (19)(26)
16.50% PIK
16.50
1/1/2030
10,252
10,166
10,124
CB Titan Holdings, Inc. (14)(19)(25)
1,953
CRH Healthcare Purchaser, Inc. (15)(19)(29)
9/17/2031
7,318
7,286
CRH Healthcare Purchaser, Inc. (3)(5)(19)
EHE Health (15)(19)(29)
8/7/2030
10,733
10,651
10,625
EHE Health (2)(3)(19)
(34
EHE Health (14)(19)(25)
2,178
1,958
Great Expressions Dental Center PC (15)(19)(26)
1.15% (3.00% PIK)
7.82
9/30/2026
9,997
10,019
8,897
HealthDrive (3)(5)(19)
8/20/2029
HealthDrive (3)(15)(19)
643
HealthDrive (14)(19)(25)
1,822
2,401
Lightspeed Buyer, Inc. (2)(3)(5)(19)
2/6/2032
(21
(22
Lightspeed Buyer, Inc. (16)(19)(29)
16,815
16,695
16,689
Mertus 522. GmbH (6)(18)(19)(26)
4.00% (3.00% PIK)
9.12
5/28/2028
257
9.50
137
Nafinco (6)(15)(19)
7.37
8/29/2031
52
56
59
Nafinco (3)(6)(15)(19)
1,465
1,514
1,664
5/30/2031
107
109
118
Odyssey Behavioral Health (15)(19)
5/21/2031
1,603
1,587
Odyssey Behavioral Health (3)(5)(19)
11/21/2030
(70
Odyssey Behavioral Health (14)(19)(25)
22
2,234
2,412
Pharmacy Partners (3)(5)(19)
(40
Premier Imaging, LLC (15)(19)(26)
4.19% (2.07% PIK)
9.96
10/31/2027
2,071
2,058
1,698
Premier Imaging, LLC (15)(19)(26)(29)
7,715
7,670
6,326
Psychiatric Medical Care LLC (16)(19)
8.41
7/1/2032
176
Psychiatric Medical Care LLC (2)(3)(5)(19)
(25
QPE Alpha 4 Pty Ltd ACN 664 132 530 (2)(3)(5)(6)(19)
2/5/2032
QPE Alpha 4 Pty Ltd ACN 664 132 530 (6)(18)(19)
9.01
1,612
1,109
1,083
Red Nucleus (3)(16)(19)
8.66
10/17/2031
1,178
1,158
9.06
596
RedMed Operations (Collage Rehabilitation) (15)(19)
359
357
RedMed Operations (Collage Rehabilitation) (3)(5)(19)
RedMed Operations (Collage Rehabilitation) (3)(15)(19)
210
201
SunMed Group Holdings, LLC (16)(19)(29)
6/16/2028
8,408
8,353
Sunmed Group Holdings, LLC (3)(19)
6/16/2027
USME Holdco LLC (19)(26)
17.00% PIK
17.00
5/26/2031
5,694
5,648
Vatica Health, Inc. (2)(3)(5)(19)
10/31/2032
WSHP Cottonwood Buyer, LLC (2)(3)(5)(19)
12/18/2032
(7
WSHP Cottonwood Buyer, LLC (15)(19)
5,851
5,824
5,822
Healthcare & Pharmaceuticals Total
216,073
211,199
19.3
14
High Tech Industries
Access (6)(18)(19)
6/28/2029
80
99
106
Applitools (6)(16)(19)(26)
6.25% PIK
9.95
5/25/2029
31,135
30,889
26,309
Applitools (2)(3)(5)(19)
5/25/2028
(532
Applitools (6)(14)(19)(25)
8,297
4,762
485
Appriss (2)(3)(5)(19)
3/10/2031
Appriss (3)(15)(19)
8.71
335
348
Appriss Holdings, Inc. (14)(19)(25)
2,136
1,606
1,726
Appriss Holdings, Inc. (15)(19)
5/6/2027
5,503
5,478
Appriss Holdings, Inc. (3)(5)(19)
5/6/2028
AQ Software Corporation (18)(19)(25)(26)
13.60
1,928
1,648
3,212
2,746
849
726
2,224
1,917
Chartbeat (19)(26)
16.00% PIK
16.00
10/4/2030
7,084
7,005
6,871
Chartbeat (14)(19)(25)
6,315
6,235
6,125
Cloud Technology Solutions (CTS) (6)(15)(19)(26)
2.52% (5.48% PIK)
11.79
2,161
2,763
2,851
Cloud Technology Solutions (CTS) (6)(14)(19)(25)
4,835
5,937
7,095
Eagle Rock Capital Corporation (14)(19)(25)
2,429
6,509
Eleven Software (18)(19)
4/25/2027
7,439
7,419
8.10%
11.77
9/25/2026
1,488
1,486
Eleven Software (14)(19)(25)
255
896
2,109
G-3 Frax Acquisition LLC (2)(3)(5)(19)
G-3 Frax Acquisition LLC (15)(19)
919
912
911
Govineer Solutions (fka Black Mountain) (15)(19)(29)
10/7/2030
4,378
4,353
Govineer Solutions (fka Black Mountain) (3)(5)(19)
Govineer Solutions (fka Black Mountain) (3)(15)(19)
788
777
Harbor IT, LLC (2)(3)(5)(19)
3/13/2031
Harbor IT, LLC (3)(19)(24)
40
Harbor IT, LLC (19)(24)
536
533
HG Insights, Inc. (15)(19)
7.50%
11.17
6/16/2031
10,712
10,520
10,444
HG Insights, Inc. (14)(19)(25)
505
711
LogRhythm (2)(3)(5)(19)
7/2/2029
(58
LogRhythm, Inc. (15)(19)
3,978
3,876
3,699
NearMap (2)(3)(5)(19)
12/9/2028
(46
NearMap (15)(19)(29)
12/9/2029
19,266
19,229
NearMap (3)(5)(19)
New Gen Holding (6)(18)(19)(26)
3.00% (4.25% PIK)
9.75
5/28/2031
3,072
3,514
PayRange (3)(5)(19)
10/31/2030
(32
PayRange (14)(19)(25)
6,806
PlentyMarkets (6)(18)(19)(26)
2.80% (3.70% PIK)
4/2/2032
1,858
1,780
Pricelabs Revenue Inc. (2)(3)(5)(19)
3/17/2033
Pricelabs Revenue Inc. (18)(19)
8.44
2,055
2,034
2,039
RetailNext (15)(19)
10.67
12/5/2030
17,007
16,872
16,837
RetailNext (3)(15)(19)
2,328
2,304
2,297
Revalize, Inc. (15)(19)(26)
3.40% (1.50% PIK)
8.60
4/15/2027
5,285
5,272
4,862
Revalize, Inc. (3)(15)(19)(26)
4.40% (1.50% PIK)
470
362
1,978
1,824
15
SAM (19)(26)
13.50% PIK
13.50
5/9/2028
43,969
43,859
SensorTower (19)(29)(31)
11.18
3/15/2029
3,169
3,139
SensorTower (3)(5)(19)
SensorTower (14)(19)(25)
2,400
14,909
Superna Inc. (6)(15)(19)
3/6/2028
31,170
31,150
Superna Inc. (3)(5)(6)(19)
Superna Inc. (6)(14)(19)(25)
1,463
2,745
Utimaco (6)(16)(19)
5/14/2029
5.93%
9.65
93
192
191
Utimaco (6)(14)(19)(25)
2,158
2,893
Ventiv Holdco, Inc. (14)(19)(25)
529
909
High Tech Industries Total
254,788
265,783
24.3
Hotel, Gaming & Leisure
Awayday (3)(5)(19)
5/6/2032
Awayday (15)(19)
8,634
8,555
City BBQ (15)(19)(29)
5.35%
9.03
9/4/2030
9,231
9,172
9,139
City BBQ (3)(15)(19)
9.02
3,791
3,658
City BBQ (2)(3)(5)(19)
(31
(47
City BBQ (14)(19)(25)
1,271
1,485
Le Berger SA (6)(15)(19)
3.75%
5.77
2/21/2028
522
576
Pyramid Global Hospitality (19)(24)(29)
1/19/2028
9,478
9,363
Pyramid Global Hospitality (3)(5)(19)
Hotel, Gaming & Leisure Total
32,611
32,923
3.0
Media: Advertising, Printing & Publishing
Facts Global Energy (6)(15)(19)
12/20/2031
49
Facts Global Energy (3)(6)(15)(19)
9.18
1,577
1,539
1,340
OGH Bidco Limited (6)(18)(19)
6/29/2029
139
165
172
OGH Bidco Limited (3)(6)(18)(19)
9.98
2,632
2,436
TGI Sport Bidco Pty Ltd (6)(18)(19)
11.11
4/30/2026
76
TGI Sport Bidco Pty Ltd (6)(17)(19)
7.11%
10.78
73
6.03%
9.79
6/24/2029
69
88
91
Media: Advertising, Printing & Publishing Total
4,673
4,277
0.4
Media: Broadcasting & Subscription
Lightning Finco Limited (6)(16)(19)
9.59
8/31/2028
1,443
1,442
1,436
7.87
1,300
1,437
1,491
Media: Broadcasting & Subscription Total
2,879
2,927
0.3
Media: Diversified & Production
Aptus 1724 Gmbh (6)(7)(14)(19)(21)(26)
7.15% PIK
10.89
3/3/2028
5,146
Efficient Collaborative Retail Marketing Company, LLC (15)(19)(26)
7.76% (2.50% PIK)
13.96
11,827
10,008
10,289
18,036
15,083
15,692
Efficient Collaborative Retail Marketing Company, LLC (3)(15)(19)
6.61%
10.28
1,252
1,244
Music Creation Group Bidco GmbH (6)(7)(14)(19)(21)(26)
4,208
4,112
Owl Acquisition, LLC (16)(19)
4/17/2032
640
638
615
Owl Acquisition, LLC (3)(16)(19)
456
448
361
Owl Acquisition, LLC (3)(18)(19)
8.40
199
198
Media: Diversified & Production Total
36,877
28,832
2.6
Metals & Mining
Elevation NewCo Intermediate, LLC (14)(19)(25)
112
48
Elevation NewCo, LLC (3)(15)(19)
8/1/2031
Elevation NewCo, LLC (3)(19)
Lindstrom, LLC (3)(16)(19)
12/30/2032
252
237
Metals & Mining Total
707
765
Retail
Galeria (6)(19)(26)
4/9/2029
10,657
11,604
12,281
Galeria (6)(14)(19)(25)
New Look Vision Group (6)(15)(19)
CORRA
7.56
5/26/2028
CAD
New Look Vision Group (3)(6)(18)(19)
783
561
New Look Vision Group (6)(18)(19)
392
54
43
Thrasio, LLC (7)(14)(15)(19)(26)
10.26% PIK
13.93
6/18/2029
5,419
4,682
4,335
Thrasio, LLC (14)(19)(25)
70
6,997
1,553
1,356
Retail Total
26,460
19,180
1.8
Services: Business
ACAMS (14)(19)(25)
3,497
ACAMS (3)(15)(19)
12/30/2031
283
266
ACAMS (15)(19)(29)
5,191
5,142
Advanced Aircrew (15)(19)
7/26/2030
5,030
4,992
Advanced Aircrew (3)(19)
Advanced Aircrew (14)(19)(25)
592
Allbridge (15)(19)(29)
6/5/2030
8,932
8,884
Allbridge (3)(19)
Allbridge (3)(5)(19)
Alogent Holdings, Inc. (3)(19)
1/21/2032
Alogent Holdings, Inc. (2)(3)(5)(19)
Alogent Holdings, Inc. (15)(19)
1,512
1,497
AMI (16)(19)(29)
8.90
9,181
9,125
AMI (3)(5)(19)
Beneficium (6)(15)(19)
9.23
6/28/2031
7,497
9,404
9,690
Beneficium (2)(3)(6)(19)
(190
BLI Buyer, Inc. (2)(3)(19)
10/31/2031
BLI Buyer, Inc. (3)(15)(19)
526
524
BLI Buyer, Inc. (15)(19)
1,129
1,124
1,123
Brook Bidco (6)(18)(19)(26)
1.80% (5.48% PIK)
7/10/2028
960
1,295
1,139
Brook Bidco (6)(16)(19)(26)
1.98% (6.12% PIK)
386
509
458
1.98% (6.13% PIK)
11.78
190
164
Brook Bidco (6)(14)(19)(25)
11,656
9,941
5,541
Brook Bidco I Limited (6)(18)(19)(26)
4.01% (4.25% PIK)
11.99
7/7/2028
2,537
2,308
Cube (18)(19)(26)
3.00% (4.40% PIK)
11.09
5/20/2031
Cube (6)(18)(19)(26)
11.10
123
105
13.73
5/22/2032
2,185
2,992
2,882
Darcy Partners (18)(19)
7.75%
11.45
6/1/2028
1,471
1,462
Darcy Partners (3)(15)(19)
7.65%
11.30
Darcy Partners (14)(19)(25)
360
387
Datix Bidco Limited (17)(19)
4/30/2031
5,126
5,048
Datix Bidco Limited (3)(5)(19)
Datix Bidco Limited (3)(5)(6)(19)
10/30/2030
(30
Discovery Senior Living (3)(15)(19)
3/18/2030
5,661
5,633
Discovery Senior Living (3)(5)(19)
(19
DTIQ (13)(19)(29)
9/30/2029
33,270
32,828
32,605
DTIQ (13)(19)
4,032
3,951
DTIQ (14)(19)(25)
3,995
1,985
681
1,557
Easy Ice (15)(19)(29)
5.40%
9.07
7,900
7,807
Easy Ice (3)(15)(19)
9.10
3,601
3,541
3,029
2,969
Electronic Merchant Systems (16)(19)(29)
8/1/2030
4,081
4,027
Electronic Merchant Systems (3)(19)
Electronic Merchant Systems (14)(19)(25)
1,042
1,867
Elevator Holdco Inc. (14)(19)(25)
2,448
3,026
E-Tech Group (3)(15)(19)
4.50%
11.25
4/9/2030
337
329
331
Fiduciaire Jean-Marc Faber (FJMF) (2)(3)(5)(6)(19)
4/3/2032
(18
Fiduciaire Jean-Marc Faber (FJMF) (6)(15)(19)
7.58
55
HLSG Intermediate, LLC (2)(3)(5)(19)
2/2/2033
HLSG Intermediate, LLC (16)(19)
10,914
10,812
10,832
Hollywood LP (6)(19)(25)(26)
2,510
2,517
iBanFirst (6)(18)(19)(26)
9.75% PIK
7/13/2028
4,279
4,525
4,931
120
129
4,497
4,716
5,183
11.86
4,321
4,756
iBanFirst (6)(14)(19)(25)
8,136
27,713
ImageTrend (15)(19)
1/31/2029
17,000
16,841
ImageTrend (3)(5)(19)
(28
2,500
2,480
LEP CP Co-Invest, L.P. (6)(14)(19)(25)
380
413
Mach 1 Bidco Limited (6)(18)(19)(26)
293
masLabor (18)(19)
11.15
7/1/2027
8,212
8,142
masLabor (14)(19)(25)
173
728
Monarch Collective Holdings, LLC (3)(15)(19)
3/17/2032
133
Monarch Collective Holdings, LLC (15)(19)(29)
Morrow Sodali (3)(5)(19)
4/25/2028
Morrow Sodali (15)(19)
5.48%
9.15
2,566
2,559
Opus2 (6)(18)(19)
5.28%
9.00
5/5/2028
162
Opus2 (6)(14)(19)(25)
2,272
2,900
3,324
PRGX (15)(19)
12/20/2030
142
141
PRGX (2)(3)(5)(19)
(123
Pure Wafer (15)(19)
11/12/2030
1,975
Pure Wafer (3)(15)(19)
396
381
Pure Wafer (14)(19)(25)
1,236
1,381
Rydoo (6)(15)(19)
6.75%
9.25
9/12/2031
1,556
1,793
9/26/2031
5,076
5,800
5,850
Rydoo (6)(14)(19)(25)
1,529
1,790
1,886
655
767
870
SoftCo (6)(15)(19)
8.76
2/22/2031
2,000
2,149
2,305
SoftCo (6)(14)(19)(25)
537
Spring Finco BV (2)(3)(6)(19)
7/15/2029
NOK
TEI Holdings Inc. (17)(29)
4.00%
7.70
4/9/2031
2,614
2,604
2,590
TES Global (6)(18)(19)
1/27/2029
Webcentral (6)(18)(19)
8.75
12/18/2030
Webcentral (3)(6)(18)(19)
9.88
238
240
87
Services: Business Total
228,037
248,878
22.8
Services: Consumer
CorePower Yoga, LLC (15)(19)(29)
7,940
7,904
CorePower Yoga, LLC (3)(5)(19)
Master ConcessionAir (19)(33)
8.50%
12.21
6/21/2029
1,697
1,671
Master ConcessionAir (3)(19)(33)
8.75%
12.42
181
12.17
214
205
MZR Aggregator (14)(19)(25)
798
60
MZR Buyer, LLC (15)(19)(26)
6.90% (0.50% PIK)
11.06
12/22/2028
5,235
5,196
4,894
455
450
426
1,732
1,713
1,619
25,523
25,099
23,864
Spotless Brands (15)(19)(29)
7/25/2028
11,301
11,259
Vasa Fitness Buyer, Inc. (15)(19)
6.35%
10.02
8/15/2030
Vasa Fitness, LLC (3)(15)(19)
10.03
1,085
1,077
1,069
Vasa Fitness, LLC (2)(3)(5)(19)
WhiteWater Express (19)(26)
14.00% PIK
14.00
3/31/2031
9,485
9,422
Services: Consumer Total
65,048
62,698
5.7
Telecommunications
Meriplex Communications, Ltd. (16)(19)
7/17/2028
1,096
1,081
11,936
11,828
11,727
7,041
6,960
Meriplex Communications, Ltd. (3)(16)(19)(35)
2,475
2,453
2,425
Substantial Holdco Limited (3)(6)(19)(26)
8.00% (4.00% PIK)
4/20/2030
517
Taoglas (15)(19)
7.25%
10.95
9,851
9,794
9,753
Taoglas (3)(6)(15)(19)
10.96
1,284
Taoglas (6)(15)(19)
443
438
Taoglas (14)(19)(25)
2,259
1,973
892
883
128
111
18,230
18,001
18,048
Telecommunications Total
55,713
55,175
Transportation: Cargo
A&R Logistics, Inc. (15)(19)(26)
2.65% (4.25% PIK)
10.58
2/3/2028
13,308
13,292
10,913
A&R Logistics, Inc. (3)(15)(19)(22)(26)
2.60% (4.25% PIK)
5,861
5,803
4,729
2,424
2,422
1,988
926
923
759
2,722
2,720
2,232
5,994
A&R Logistics, Inc. (3)(19)
6/29/2026
108
ARL Holdings, LLC (14)(19)(25)
445
Grammer Investment Holdings LLC (14)(19)(25)
1,011
1,019
122
1,095
Gulf Winds International (15)(19)(26)(29)
6.00% (1.00% PIK)
12/16/2028
11,952
11,762
11,324
Gulf Winds International (3)(15)(19)
4,779
4,679
4,480
Gulf Winds International (15)(19)(26)
1,072
1,065
1,016
ICAT Logistics, Inc. (15)(19)
9.92
3/1/2029
182
179
ICAT Logistics, Inc. (3)(15)(19)
2,629
2,592
2,575
ICAT Logistics, Inc. (2)(3)(5)(19)
REP Coinvest III- A Omni, L.P. (14)(19)(25)
1,377
RoadOne (15)(19)(29)
12/29/2028
11,659
RoadOne (15)(19)
927
917
RoadOne (3)(15)(19)
3,922
3,861
Transportation: Cargo Total
71,801
62,307
Transportation: Consumer
PrimeFlight (15)(19)
5/1/2029
9,311
9,233
PrimeFlight Acquisition LLC (15)(19)
5,797
5,743
PrimeFlight Acquisition LLC (15)(19)(29)
11,913
11,776
824
4,004
3,963
Transportation: Consumer Total
31,539
31,849
2.9
Utilities: Electric
KAMC Holdings, Inc. (16)(19)(29)
7,837
7,756
7,700
KAMC Holdings, Inc. (3)(16)(19)
253
Utilities: Electric Total
8,009
7,946
0.7
Utilities: Water
Vessco Water (3)(16)(19)
8.17
3,080
3,064
Vessco Water (3)(5)(19)
Utilities: Water Total
3,056
Wholesale
Abracon Group Holding, LLC. (7)(14)(16)(19)(26)
2.05% (4.60% PIK)
10.32
15,115
13,387
6,651
1,884
940
Chex Finer Foods, LLC (15)(19)(29)
6/6/2031
8,922
8,874
Chex Finer Foods, LLC (3)(5)(19)
Fifty AU Bidco Pty Ltd (18)(19)
9.36
2,390
1,540
1,637
Fifty U.S. Bidco Inc (15)(19)
698
695
Fifty U.S. Bidco Inc (3)(5)(19)
Fifty U.S. Bidco Inc (3)(15)(19)(36)
1,392
1,408
Hultec (14)(19)(25)
651
966
SureWerx (16)(19)
12/28/2029
925
SureWerx (2)(3)(5)(19)
SureWerx (3)(19)
12/28/2028
301
289
WSP (2)(3)(7)(14)(19)
4/27/2028
(53
WSP (14)(19)(25)
2,898
WSP (7)(14)(15)(19)(26)
1.15% (4.00% PIK)
8.82
3,338
2,924
1,018
WSP (7)(14)(19)(26)
8.00% PIK
8.00
1,995
216
Wholesale Total
37,762
23,396
2.1
Non-Controlled/Non-Affiliate Investments Total
1,925,871
175.30
Non-Controlled/Affiliate Investments
Ansett Aviation Training (6)(10)(14)(19)(25)
5,119
3,842
18,874
ADT Pizza, LLC (10)(14)(19)(25)
6,720
3,372
0.0
Walker Edison (3)(7)(10)(14)(19)
10.00%
2/2/2026
290
Non-Controlled/Affiliate Investments Total
7,504
Controlled Affiliate Investments
BCC Jetstream Holdings Aviation (Off I), LLC (6)(10)(11)(14)(20)(25)
11,863
11,862
7,539
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(20)
8,013
4,583
BCC Jetstream Holdings Aviation (On II), LLC (10)(11)(14)(20)(25)
1,116
1,115
20,990
12,122
1.1
Legacy Corporate Lending HoldCo, LLC (10)(11)(14)(19)(25)
1,343
Legacy Corporate Lending HoldCo, LLC (10)(11)(19)(25)
63,000
73,309
4,517
63,900
79,169
7.2
Investment Vehicles
Bain Capital Senior Loan Program, LLC (6)(10)(11)(18)(19)
Subordinated Note Investment Vehicles
12/27/2033
178,980
166,910
Bain Capital Senior Loan Program, LLC (6)(10)(11)(25)
Preferred Equity Interest Investment Vehicles
1,836
Equity Interest Investment Vehicles
5,594
3,618
International Senior Loan Program, LLC (6)(10)(11)(18)(19)
8.00%
11.69
2/22/2028
190,729
International Senior Loan Program, LLC (6)(10)(11)(25)
63,587
60,615
31,598
Investment Vehicles Total
435,928
394,691
36.1
Parcel2Go (6)(10)(11)(14)(19)(25)
14,221
Parcel2Go (6)(10)(11)(18)(19)
10.73
11/26/2031
SG Global Midco Limited (6)(10)(11)(19)(26)
12/31/2028
Surrey Bidco Limited (6)(7)(10)(11)(14)(18)(19)(26)
6.28% PIK
Voltaire Topco Limited (6)(10)(11)(14)(19)(25)
Lightning Holdings B, LLC (6)(10)(11)(14)(19)(25)
28,209
28,519
49,130
4.5
Controlled Affiliate Investments Total
549,483
48.9
Investments Total
2,482,858
2,470,798
226.0
Cash Equivalents
Goldman Sachs Financial Square Government Fund Institutional Share Class
3.55
1,893
Goldman Sachs US Treasury Liquid Reserves Fund (30)
3.54
11,698
Cash Equivalents Total
13,591
1.2
Investments and Cash Equivalents Total
2,496,449
2,484,389
227.2
Interest Rate Swap
Description
Hedged Items
Company Receives
Company Pays
Counterparty
Settlement Date
Notional Amount
Upfront Payments/Receipts
Unrealized Appreciation
March 2030 Notes
5.95%
SOFR + 1.90%
Wells Fargo
3/15/2030
350,000
-
5,278
March 2031 Notes
SOFR + 2.28%
BNP Paribas
3/3/2031
(299
Forward Foreign Currency Exchange Contracts
Currency Purchased
Currency Sold
Unrealized Appreciation(8)
US DOLLARS 1,034
POUND STERLING 0
4/10/2026
(1,037
US DOLLARS 3,130
POUND STERLING 2,410
US Bank
4/14/2026
(48
US DOLLARS 19,307
EURO 16,810
5/12/2026
(98
US DOLLARS 13,483
POUND STERLING 10,160
5/14/2026
85
US DOLLARS 1,167
EURO 0
5/19/2026
(1,168
US DOLLARS 58
POUND STERLING 55
Bank of New York
6/8/2026
US DOLLARS 819
EURO 700
US DOLLARS 5,137
EURO 4,400
6/9/2026
US DOLLARS 2,760
EURO 2,360
6/10/2026
US DOLLARS 290
NEW ZEALAND DOLLAR 725
6/15/2026
(125
US DOLLARS 3,959
POUND STERLING 2,915
6/17/2026
116
US DOLLARS 7,661
POUND STERLING 5,690
6/25/2026
US DOLLARS 2,451
POUND STERLING 1,810
AUSTRALIAN DOLLARS 3,739
7/16/2026
(107
US DOLLARS 8,665
POUND STERLING 6,450
US DOLLARS 4,375
EURO 3,680
115
US DOLLARS 3,206
AUSTRALIAN DOLLARS 4,900
7/31/2026
(145
US DOLLARS 5,343
POUND STERLING 4,007
63
US DOLLARS 11,061
EURO 9,445
US DOLLARS 5,895
EURO 4,980
8/13/2026
125
US DOLLARS 3,248
AUSTRALIAN DOLLARS 5,195
8/20/2026
(303
US DOLLARS 999
(999
US DOLLARS 5,570
EURO 4,860
(62
US DOLLARS 952
CANADIAN DOLLAR 1,310
US DOLLARS 7,111
POUND STERLING 5,620
8/27/2026
(293
US DOLLARS 5,359
AUSTRALIAN DOLLARS 8,060
9/16/2026
(147
US DOLLARS 7,171
POUND STERLING 5,316
9/24/2026
171
US DOLLARS 3,473
POUND STERLING 2,590
10/2/2026
US DOLLARS 3,170
EURO 2,700
37
US DOLLARS 16,837
EURO 14,100
US DOLLARS 5,503
POUND STERLING 4,100
10/22/2026
US DOLLARS 1,083
POUND STERLING 800
10/26/2026
30
US DOLLARS 489
POUND STERLING 370
11/10/2026
US DOLLARS 7,259
POUND STERLING 5,480
US DOLLARS 1,648
EURO 1,400
11/20/2026
US DOLLARS 4,355
POUND STERLING 3,350
11/25/2026
US DOLLARS 983
EURO 830
12/7/2026
US DOLLARS 2,620
EURO 2,230
1/7/2027
24
US DOLLARS 996
EURO 840
US DOLLARS 209
AUSTRALIAN DOLLARS 300
Citibank
1/22/2027
US DOLLARS 6,664
AUSTRALIAN DOLLARS 9,900
(73
US DOLLARS 4,166
EURO 3,510
US DOLLARS 10,101
EURO 8,610
10/28/2027
US DOLLARS 4,399
EURO 3,800
(2,515
25
Investment
Acquisition Date
ACAMS
3/10/2022
ADT Pizza, LLC
10/29/2018
Advanced Aircrew
7/26/2024
AGS American Services Investments, L.P.
7/24/2025
Ansett Aviation Training
3/24/2022
Apollo Intelligence
6/1/2022
Applitools
7/18/2025
Appriss Holdings, Inc.
5/3/2021
AQ Software Corporation
12/10/2021
4/14/2022
12/29/2022
ARL Holdings, LLC
5/3/2019
Athena Parent Holdings, L.P.
1/28/2026
AXH Air Coolers
10/31/2023
Bain Capital Senior Loan Program, LLC
12/27/2021
BCC CPK investments 1, LLC
12/8/2025
BCC HGS Investments 1, LLC
10/21/2025
BCC Jetstream Holdings Aviation (Off I), LLC
6/1/2017
BCC Jetstream Holdings Aviation (On II), LLC
BCC Trillium Foods Investments 1, LLC
5/13/2025
BCSF Project Aberdeen, LLC
7/3/2024
BCSF ServiceMaster Investments, LLC
8/8/2025
Brook Bidco
7/8/2021
BTX Precision
7/25/2024
CB Titan Holdings, Inc.
5/1/2017
Chartbeat
10/4/2024
City BBQ
9/4/2024
Cloud Technology Solutions (CTS)
12/15/2022
Congress Wealth
6/30/2023
Darcy Partners
DTIQ
9/30/2024
9/15/2025
Eagle Rock Capital Corporation
12/9/2021
East BCC Coinvest II, LLC
7/23/2019
EHE Health
8/7/2024
Electronic Merchant Systems
7/12/2024
Elevation NewCo Intermediate, LLC
8/1/2025
Elevator Holdco Inc.
12/23/2019
Eleven Software
3/20/2024
4/25/2022
Elk
11/1/2019
Endurance Holdco Limited
11/14/2025
FCG Acquisitions, Inc.
1/24/2019
Fineline Technologies, Inc.
2/22/2021
Forward Slope
3/15/2024
Galeria
8/1/2024
Gills Point S
12/18/2025
5/17/2023
Grammer Investment Holdings LLC
10/1/2018
HealthDrive
8/18/2023
HG Insights, Inc.
6/16/2025
Hollywood LP
4/16/2025
Hultec
3/31/2023
iBanFirst
7/13/2021
Insigneo Financial Group LLC
8/1/2022
International Senior Loan Program, LLC
Legacy Corporate Lending HoldCo, LLC
4/21/2023
LEP CP Co-Invest, L.P.
LEP SAL Co-Invest, L.P.
Lightning Holdings B, LLC
1/2/2020
masLabor
7/1/2021
MZR Aggregator
12/22/2020
9/17/2024
Odyssey Behavioral Health
11/21/2024
Opus2
6/16/2021
Parcel2Go
11/26/2024
PayRange
10/31/2024
PPT Group
2/28/2025
PPX
7/29/2021
Precision Ultimate Holdings, LLC
11/6/2019
10/7/2024
Pure Wafer
11/12/2024
REP Coinvest III- A Omni, L.P.
2/5/2021
Robinson Helicopter
6/30/2022
Rydoo
9/26/2024
SensorTower
Service Master
8/16/2021
7/15/2021
Sikich
5/6/2024
SoftCo
3/1/2024
Spindrift
2/19/2025
SRP Parent Inc.
3/27/2026
Superna Inc.
3/8/2022
Taoglas
2/28/2023
6/27/2024
Thrasio, LLC
6/18/2024
Titan Cloud Software, Inc
11/4/2022
TLC Holdco LP
10/11/2019
Utimaco
6/28/2022
Ventiv Holdco, Inc.
9/3/2019
Voltaire Topco Limited
8/28/2025
WSP
8/31/2021
5/20/2024
As of December 31, 2025
Interest
Maturity
Principal/
Market
% of
Rate
Date
Shares
Value
NAV (4)
4,938
4,890
Bridger Aerospace Group Holdings, Inc. (2)(3)(5)(19)
9.72
5,099
5,049
7,607
7,553
BTX Precision (3)(5)(19)
5,945
5,898
5,928
5,873
1,439
1,428
2,199
3,361
6,076
5,970
13,248
13,018
9.32
8,588
8,453
5,561
1,543
1,861
GSP Holdings, LLC (15)(19)
4,689
4,704
4,360
1,126
1,047
9,811
9,905
9,124
11.92
9,671
Heads Up Technologies, Inc. (2)(3)(5)(19)
10.99
10/19/2026
7,500
11.01
13,268
13,221
345
1,145
8.72
13,198
Whitcraft-Paradigm (2)(3)(5)(19)
10,158
10,100
29
2,661
2,638
146,045
149,043
13.3
5.50% (8.75% PIK)
12/1/2027
5,932
5,904
5,339
18,302
18,173
16,471
22,855
22,712
20,568
9.40
6,451
6,410
6,403
(76
886
862
857
9.22
12,378
12,068
1,238
1,225
1,207
7,310
7,127
3,661
3,640
3,570
Gills Point S (3)(15)(19)(26)
9.34
2,876
2,779
3,989
3,959
3,889
11,883
11,817
Intoxalock (3)(5)(19)
JHCC Holdings, LLC (15)(19)(29)
9/9/2027
11,801
11,726
JHCC Holdings, LLC (3)(15)(19)
1,842
111,100
105,969
9.5
1,809
6,860
6,765
6,090
5,968
Arctic Glacier U.S.A., Inc. (19)(26)(31)
6.76% (4.00% PIK)
14.43
12,816
12,678
12,591
Arctic Glacier U.S.A., Inc. (2)(3)(5)(19)
3,183
510
314
3.63% (1.88%PIK)
9.29
8.07
3,750
3,637
71,359
69,154
1,574
1,534
113,082
115,105
10.3
474
7,347
(35
3,299
3,278
4,877
4,849
8,675
8.97
10,872
10,761
EXT Acquisitions, Inc. (3)(19)
EXT Acquisitions, Inc. (2)(3)(5)(19)
EXT Acquisitions, Inc. (15)(19)
4,787
4,811
7.27
6,131
7,658
8,185
132
178
TCFIII Owl Finance, LLC (19)(26)
12.00% PIK
1/30/2027
6,965
6,947
49,524
56,654
5.1
13,582
13,391
AP Plastics Group, LLC (2)(3)(5)(19)
8,533
8,439
8,106
10.24
398
375
299
7,224
7,070
7,080
10.86
62
9.62
4,042
4,033
3,557
V Global Holdings LLC (16)(19)
7.76
9.77
15,583
15,252
14,804
48,895
47,767
27,479
27,077
26,929
2,689
2,642
2,635
525
742
1,175
G702 Buyer, Inc. (2)(3)(5)(18)(19)
14,222
14,204
1,581
1,573
7,606
3,167
8,762
8.85
4,841
4,809
Zeus Fire & Security (2)(3)(5)(19)
76,871
77,815
7.0
32
10,584
10,485
10,532
New Milani Group LLC (2)(3)(5)(19)
13.09
11,317
9.00%
13.01
8,831
9.47
6,093
6,092
5,522
13,038
12,933
12,256
1,943
52,808
50,969
4.6
10.57
5,866
5,839
9,825
9,713
6/15/2028
10.69
483
476
303
70,788
67,550
6.0
Consumer Goods: Wholesale
WSP (2)(3)(5)(7)(14)(19)
(153
WSP (7)(14)(15)(19)
1.25%
5.45
3,282
1,256
2,213
Consumer Goods: Wholesale Total
8,084
1,103
10.10
5,724
5,646
9.83
2,716
2,687
36
717
710
9,079
9,182
0.8
Humic Acquisition Holdings, LLC (2)(3)(5)(19)
9.63
936
916
915
9.48
14,519
14,448
14,446
10,793
10,820
6,486
10.22
4,182
5,471
5,526
8.27
9.69
27,446
12,210
3,399
4,851
85,843
87,491
7.8
8.47
848
842
Allworth Financial Group, L.P. (3)(5)(19)
5,012
4,984
1,459
1,452
Avalon Bidco Limited (3)(6)(15)(19)
2,556
3,318
3,369
3,031
3,996
1,945
3,259
5.55
880
1,345
397
545
3,644
8.16
2,301
2,299
9,113
5,901
41,057
44,859
4.0
902
895
410
6,983
6,982
3,902
3,886
1,276
McLarens Acquisition Inc. (3)(19)
McLarens Acquisition Inc. (2)(3)(5)(6)(19)
7.02
2,145
2,498
2,463
10,173
10,083
(37
4,140
4,102
30,653
30,829
2.8
Accident Care Alliance Holdco LLC (15)(19)
1,259
Accident Care Alliance Holdco LLC (2)(3)(5)(19)
368
367
2,038
16,186
16,149
17,653
17,614
41,731
41,386
Alldent Holding GmbH (3)(6)(19)
1,859
AOM Infusion (2)(3)(5)(19)
14,924
15,314
14,625
9,039
9,010
8,837
2,288
4,886
4,738
9,846
9,750
9,699
7,336
7,301
7,299
CRH Healthcare Purchaser, Inc. (2)(3)(5)(19)
10,760
10,671
EHE Health (3)(19)
2,383
9,970
9,995
HealthDrive (3)(19)
2,198
Masco (6)(18)(19)(26)
9.25% (0.75% PIK)
12.23
10/4/2032
5,665
6,112
6,715
261
9.13
61
1,513
1,707
7.29
1,607
1,590
(74
2,370
(43
4.31% (1.95% PIK)
3/31/2026
2,207
2,204
1,954
8,228
8,218
7,282
177
(23
405
384
298
270
358
8,430
8,368
Sunmed Group Holdings, LLC (3)(5)(19)
5,462
5,412
Vatica Health, Inc. (16)(19)
9,000
8,998
213,870
210,063
18.8
30,357
30,089
29,142
(137
3,365
Appriss (3)(5)(19)
8.57
5,472
Appriss Holdings, Inc. (2)(3)(5)(19)
AQ Software Corporation (19)(25)(26)
6,815
6,730
344
6,075
5,989
11.90
2,761
2,907
7,422
11.67
7,413
11.82
4,389
4,361
11.23
10,509
10,605
861
11.34
3,869
3,818
(50
19,314
19,272
2.00% (4.25% PIK)
8.37
3,375
3,802
3,932
7,682
3.25% (3.70% PIK)
8.53
1,576
1,830
10.76
16,863
RetailNext (3)(18)(19)
1,862
1,831
Revalize, Inc. (15)(19)
5,261
5,247
Revalize, Inc. (3)(15)(19)
935
831
1,971
1,965
1,813
43,837
11.20
4,347
4,302
14,911
31,251
31,228
9.73
3,235
250,660
271,004
1,332
9,255
9,189
9,207
City BBQ (2)(3)(19)
(24
587
Pollo Tropical (15)(19)
10/23/2029
2,709
2,681
Pollo Tropical (3)(5)(19)
9.11
9,503
9,370
24,284
24,708
2.2
9.05
Facts Global Energy (2)(3)(5)(6)(19)
(158
6/20/2031
(39
2,628
2,547
10.83
9.76
3,090
2,857
1,441
1,518
2,954
5,455
7.01% (2.50% PIK)
13.18
11,433
9,614
9,947
17,564
14,604
15,281
10.33
7.15%PIK
4,481
4,106
1,344
Soundwide, GmbH (3)(6)(7)(14)(19)
2/23/2026
34,714
29,461
Elevation NewCo, LLC (2)(3)(19)
Elevation NewCo, LLC (2)(3)(5)(19)
495
478
Lindstrom, LLC (16)(19)
8,813
8,714
8,703
9,184
9,158
10,294
11,172
12,081
7.51
828
599
604
391
10.11% PIK
13.84
4,741
1,745
1,546
26,314
17,613
1.6
3,865
ACAMS (3)(5)(19)
(17
13,704
13,566
5,043
644
8,955
8,902
9,204
9,144
9,401
9,883
(194
BLI Buyer, Inc. (3)(19)
BLI Buyer, Inc. (2)(3)(5)(19)
8.84
9,629
9,581
1.87% (5.66% PIK)
920
1,240
1,114
1.91% (5.93% PIK)
11.52
487
437
157
5,591
2.00% (4.50% PIK)
10.19
53
11.08
121
103
2,939
1,480
1,474
11.50
440
16,626
16,361
Datix Bidco Limited (3)(6)(19)
5,530
5,506
11.22
33,355
32,881
32,854
DTIQ (2)(3)(5)(19)
(81
DTIQ (3)(13)(19)
806
746
1,559
7,920
7,821
3,161
3,098
9.09
1,776
8.48
4,092
4,034
Electronic Merchant Systems (19)(25)
1,991
E-Tech Group (2)(3)(5)(19)
(38
1,869
2,428
2,464
4,152
4,372
4,872
4,363
4,554
5,121
4,009
4,181
4,705
iBanFirst Facility (6)(14)(19)(25)
28,523
9.84
16,831
2,479
Mach 1 Bidco Limited (3)(6)(18)(19)(26)
11.07
8,233
8,148
642
2,573
2,564
4,189
140
(82
1,384
1,376
Pure Wafer (3)(5)(19)
Pure Wafer (19)(25)
8.87
1,724
1,826
5,796
2,378
2,148
2,347
734
(65
7.67
2,621
2,610
8.62
242
228,774
253,898
22.7
41
7,960
12.44
1,706
1,678
1,621
12.64
12.49
213
75
5,229
5,186
4,889
7.00% (0.50% PIK)
11.56
1,711
25,491
24,919
23,834
8.63
639
629
Owl Acquisition, LLC (2)(3)(5)(19)
200
9.37
11,281
10.07
10.08
580
571
9,164
9,094
64,901
62,704
5.6
11,966
11,846
11,757
7,102
7,053
6,978
2,824
2,800
2,775
Substantial Holdco Limited (3)(6)(18)(19)(26)
340
10.92
9,877
9,704
1,260
444
436
1,901
894
18,277
18,025
17,957
54,768
54,019
4.8
10.56
13,161
13,128
11,581
2.50% (4.25% PIK)
10.48
4,624
4,561
3,877
2,398
2,391
815
2,693
5,925
5,224
10.72
11,954
11,744
11,356
4,096
3,812
9.97
1,371
1,289
11,670
3,856
68,310
61,081
5.5
9,334
9,252
9.35
11,944
11,792
826
4,014
3,969
25,839
26,118
2.3
7,857
7,770
7,768
8,023
8,020
8.22
2,758
2,740
2,757
2,731
0.2
14,939
13,613
8,964
2,112
1,916
1,267
9.74
8,945
8,892
8.79
2,396
1,591
696
Fifty U.S. Bidco Inc (2)(3)(5)(19)
Fifty U.S. Bidco Inc (3)(15)(19)
1,171
1,159
1,163
932
29,346
24,546
1,891,513
170.5
18,384
1.7
44
Gale Aviation (Offshore) Co (6)(10)(11)(14)(19)(25)
72,247
66,754
55,758
87,746
67,880
6.1
1,287
59,400
68,748
60,300
70,035
6.3
169,995
157,925
5,007
60,614
43,554
426,942
399,051
35.7
10.97
SG Global Midco Limited (6)(10)(11)(19)
7.28% PIK
45
28,520
47,423
4.2
603,650
52.3
2,502,667
2,508,441
224.5
3.69
12,002
3.70
26,812
38,814
3.5
2,541,481
2,547,255
228.0
46
Unrealized
Appreciation(8)
US DOLLARS 148
1/9/2026
(503
US DOLLARS 7,650
EURO 7,225
Bank of New York Mellon
(847
US DOLLARS 1,388
POUND STERLING 1,118
1/30/2026
(116
US DOLLARS 1,922
POUND STERLING 1,480
3/20/2026
US DOLLARS 1,060
EURO 1,820
(1,086
US DOLLARS 9,445
3/30/2026
(710
(1,038
(111
(556
(179
(129
(57
(136
(210
(195
(443
84
US DOLLARS 5,756
POUND STERLING 4,380
US DOLLARS 2,278
EURO 2,000
(127
(9,061
Gale Aviation (Offshore) Co
1/2/2019
iBanFirst Facility
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) was formed on October 5, 2015 and commenced investment operations on October 13, 2016. The Company has elected to be treated and is regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes the Company has elected to be treated and intends to operate in a manner so as to continuously qualify as a regulated investment company (a “RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is externally managed by BCSF Advisors, LP (the “Advisor”), our 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 Advisor also provides the administrative services necessary for the Company to operate (in such capacity, the “Administrator”).
On November 19, 2018, the Company closed its initial public offering (the “IPO”), which was a Qualified IPO, issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
The Company’s primary focus is capitalizing on opportunities within Bain Capital Credit’s Senior Direct Lending Strategy, which seeks to provide risk-adjusted returns and current income to its investors by investing primarily in middle-market companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). The Company may, from time to time, invest in larger or smaller companies. The Company focuses on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender (including “unitranche” loans, which are loans that combine both senior and mezzanine debt). The Company generally seeks to retain effective voting control in respect of the loans or particular classes of securities in which the Company invests through maintaining affirmative voting positions or negotiating consent rights that allow the Company to retain a blocking position. The Company may also invest in mezzanine debt and other junior securities, including common and preferred equity and in secondary purchases of assets or portfolios on an opportunistic basis, but such investments are not the principal focus of the Company’s investment strategy. The Company may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities.
The Company’s operations are comprised of a single operating and reportable business segment, asset management. The Chief Operating Decision Maker (the “CODM”) consists of the Company’s Chief Executive Officer and Chief Financial Officer, as these are the individuals responsible for determining the Company’s investment strategy, capital allocation, expense structure, launch and dissolution and entering into significant contracts on behalf of the Company. The CODM uses key metrics to determine how to allocate resources and in determining the amount of dividends to be distributed to the Company's stockholders. Key metrics include, but are not limited to, net investment income and net increase in net assets resulting from operations that are reported on the Consolidated Statements of Operations, Financial Highlights reported in Note 11, underlying investment cost and market value as disclosed on the consolidated schedule of investments and expected yield relative to the risk of the individual assets as disclosed in the composition of the investment portfolio and associated yield table. As the Company's operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.
The Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. The Company has determined it meets the definition of an investment company and follows the accounting and reporting guidance in the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). The functional currency of the Company is U.S. dollars and these Consolidated Financial Statements have been prepared
in that currency. Certain prior period information has been reclassified to conform to the current period presentation and this had no effect on the Company’s consolidated financial position or the consolidated results of operations as previously reported.
The information included in this Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.
The Company will generally consolidate any wholly, or substantially, owned subsidiary when the design and purpose of the subsidiary is to act as an extension of the Company’s investment operations and to facilitate the execution of the Company’s investment strategy. Accordingly, the Company consolidated the results of its subsidiaries BCSF I, BCSF II C, BCSF CFSH, LLC, BCSF CFS, LLC and BCC Middle Market CLO 2019‑1, LLC in its Consolidated Financial Statements. All intercompany transactions and balances have been eliminated in consolidation. Since the Company is an investment company, portfolio investments held by the Company are not consolidated into the Consolidated Financial Statements. The portfolio investments held by the Company (including its investments held by consolidated subsidiaries) are included on the Consolidated Statements of Assets and Liabilities as investments at fair value.
The preparation of the Consolidated Financial Statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Company's Board of Directors (the “Board”). The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
Investments for which market quotations are readily available are typically valued at such market quotations. Pursuant to Rule 2a-5 under the 1940 Act, the Board designates the Advisor as Valuation Designee to perform fair value determinations for the Company for investments that do not have readily available market quotations. Market quotations are obtained from an independent pricing service, where available. If a price cannot be obtained from an independent pricing service or if the independent pricing service is not deemed to be current with the market, certain investments held by the Company will be valued on the basis of prices provided by principal market makers. Generally, investments marked in this manner will be marked at the mean of the bid and ask of the independent broker quotes obtained. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available will be valued at a price that reflects such security’s fair value.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in its valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
With respect to investments for which market quotations are not readily available, in particular, illiquid/hard to value assets, the Advisor will typically undertake a multi-step valuation process, which includes among other things, the below:
In following this approach, the types of factors that are taken into account in the fair value pricing of investments include, as relevant, but are not limited to: comparison to publicly traded securities, including factors such as yield, maturity and measures of credit quality; the enterprise value of a portfolio company; the nature and realizable value of any collateral; the portfolio company’s ability to make payments and its earnings and discounted cash flows; and the markets in which the portfolio company does business. In cases where an independent valuation firm provides fair valuations for investments, the independent valuation firm provides a fair valuation report, a description of the methodology used to determine the fair value and their analysis and calculations to support their concluded ranges.
The Company applies ASC Topic 820, Fair Value Measurement (“ASC 820”), which establishes a framework for measuring fair value in accordance with US GAAP and required disclosures of fair value measurements. The fair value of a financial instrument is the amount that would be received in an orderly transaction between market participants at the measurement date. The Company determines the fair value of investments consistent with its valuation policy. The Company discloses the fair value of its investments in a hierarchy which prioritizes and ranks the level of market observability used in the determination of fair value. In accordance with ASC 820, these levels are summarized below:
A financial instrument’s level within the hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuations of Level 2 investments are generally based on quotations received from pricing services, dealers or brokers. Consideration is given to the source and nature of the quotations and the relationship of recent market activity to the quotations provided.
Transfers between levels, if any, are recognized at the beginning of the reporting period in which the transfers occur. The Company evaluates the source of inputs used in the determination of fair value, including any markets in which the investments, or similar investments, are trading. When the fair value of an investment is determined using inputs from a pricing service (or principal market makers), the Company considers various criteria in determining whether the investment should be classified as a Level 2 or Level 3 investment. Criteria considered includes the pricing methodologies of the pricing services (or principal market makers) to determine if the inputs to the valuation are observable or unobservable, as well as the number of prices obtained and an assessment of the quality of the prices obtained. The level of an investment within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment.
The fair value assigned to these investments is based upon available information and may fluctuate from period to period. In addition, it does not necessarily represent the amount that might ultimately be realized upon sale. Due to inherent uncertainty of valuation, the estimated fair value of investments may differ from the value that would have been used had a ready market for the security existed, and the difference could be material.
The Company records its investment transactions on a trade date basis. The Company measures realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, using the specific identification method. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Commitment fees are recorded on an accrual basis and recognized as interest income. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized against or accreted into interest income using the effective interest method or straight-line method, as applicable. For the Company’s investments in revolving bank loans, the cost basis of the investment purchased is adjusted for the cash received for the discount on the total balance
committed. The fair value is also adjusted for price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative value until it is offset by the future amounts called and funded. Upon prepayment of a loan or debt security, any prepayment premium, unamortized upfront loan origination fees and unamortized discount are recorded as interest income.
Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. PIK is recorded as interest or dividend income, as applicable. If at any point the Company believes PIK is not expected to be realized, the investment generating PIK will be placed on non-accrual status.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. For the three months ended March 31, 2026 and 2025, the Company recorded $6.6 million and $6.5 million, respectively, of dividend income, of which, $0.6 million and $0.1 million, respectively, related to PIK dividends.
Certain structuring fees and amendment fees are recorded as other income when earned. Administrative agent fees received by the Company are recorded as other income when the services are rendered.
Expenses are recorded on an accrual basis.
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current. The Company may make exceptions to this treatment if a loan has sufficient collateral value and is in the process of collection. As of March 31, 2026, there were eleven loans from six issuers on non-accrual. As of December 31, 2025, there were twelve loans from six issuers on non-accrual.
Distributions to common stockholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each quarter, and is generally based upon the earnings estimated by the Advisor. Distributions from net investment income and net realized capital gains are determined in accordance with U.S. federal income tax regulations, which may differ from those amounts determined in accordance with US GAAP. The Company may pay distributions to its stockholders in a year in excess of its investment company taxable income and net capital gain for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes. This excess generally would be a tax-free return of capital in the period and generally would reduce the stockholder’s tax basis in its shares. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent; they are charged or credited to paid-in capital in excess of par, accumulated undistributed net investment income or accumulated net realized gain (loss), as appropriate, in the period that the differences arise. Temporary and permanent differences are primarily attributable to differences in the tax treatment of certain loans and the tax characterization of income and non-deductible expenses.
The Company intends to timely distribute to its stockholders substantially all of its annual taxable income for each year, except that the Company may retain certain net capital gains for reinvestment and, depending upon the level of the Company’s taxable income earned in a year, the Company may choose to carry forward taxable income for distribution in the following year and incur applicable U.S. federal excise tax and pay a 4% tax on such income, as required. To the extent that we determine that our estimated current year taxable income will be in excess of estimated dividend distributions for the current year from such income, we accrue excise tax, if any, on estimated excess taxable income as such taxable income is earned. For the three months ended March 31, 2026 and 2025, we recorded an expense of $0.9 million and $1.1 million, respectively for U.S. federal excise tax.
The specific tax characteristics of the Company’s distributions will be reported to stockholders after the end of the calendar year. All distributions will be subject to available funds, and no assurance can be given that the Company will be able to declare such distributions in future periods.
The Company distributes net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to stockholders.
The Company has adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of the Company’s common stock, rather than receiving cash dividends and distributions.
Offering costs consist primarily of fees and expenses incurred in connection with the offering of shares, legal, printing and other costs associated with the preparation and filing of applicable registration statements. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of paid-in-capital upon each such offering.
Cash and cash equivalents consist of deposits held at custodian banks, and highly liquid investments, such as money market funds, with original maturities of three months or less. Cash and cash equivalents are carried at cost or amortized cost, which approximates fair value. The Company may deposit its cash and cash equivalents in financial institutions and, at certain times, such balances may exceed the Federal Deposit Insurance Corporation insurance limits. Cash equivalents are presented separately on the consolidated schedules of investments. Restricted cash is collected and held by the trustee who has been appointed as custodian of the assets securing certain of the Company’s financing transactions.
The accounting records of the Company are maintained in U.S. dollars. The fair values of foreign securities, foreign cash and other assets and liabilities denominated in foreign currency are translated to U.S. dollars based on the current exchange rates at the end of each business day. Income and expenses denominated in foreign currencies are translated at current exchange rates when accrued or incurred. Unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized appreciation on foreign currency translation on the Consolidated Statements of Operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the Consolidated Statements of Operations. The portion of both realized and unrealized gains and losses on investments that result from changes in foreign currency exchange rates is not separately disclosed, but is included in net realized gain (loss) on investments and net change in unrealized appreciation on investments, respectively, on the Consolidated Statements of Operations.
The Company may enter into forward currency exchange contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. A forward currency exchange contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The Company does not utilize hedge accounting for its forward currency exchange contracts and as such the Company recognizes the value of its derivatives at fair value on the Consolidated Statements of Assets and Liabilities with changes in the net unrealized appreciation on forward currency exchange contracts recorded on the Consolidated Statements of Operations. Forward currency exchange contracts are valued using the prevailing forward currency exchange rate of the underlying currencies. Unrealized appreciation on forward currency exchange contracts is recorded on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. Cash collateral maintained in accounts held by counterparties is included in collateral on derivatives on the Consolidated Statements of Assets and Liabilities. Notional amounts and the gross fair value of forward currency exchange contracts assets and liabilities are presented separately on the consolidated schedules of investments.
Changes in net unrealized appreciation are recorded on the Consolidated Statements of Operations in net change in unrealized appreciation on forward currency exchange contracts. Net realized gains and losses are recorded on the Consolidated Statements of Operations in net realized gain (loss) on forward currency exchange contracts. Realized gains and losses on forward currency exchange contracts are determined using the difference between the fair market value of the forward currency exchange contract at the time it was
opened and the fair market value at the time it was closed or covered. Additionally, losses, up to the fair value, may arise if the counterparties do not perform under the contract terms.
The Company uses interest rate swaps to hedge some of the Company’s fixed rate debt. The Company has designated each interest rate swap held as the hedging instrument in an effective hedge accounting relationship, and therefore the periodic payments and receipts are recognized as components of interest expense in the Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a derivative asset or derivative liability on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt. Any amounts paid to the counterparty to cover collateral obligations under the terms of the interest rate swap agreement are included in collateral on derivatives and collateral payable on derivatives on the Company’s Consolidated Statements of Assets and Liabilities. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt and Note 7. Derivatives” for additional detail.
The Company records costs related to issuance of revolving debt obligations as deferred financing costs. These costs are deferred and amortized using the straight-line method over the stated maturity life of the obligation. The Company records costs related to the issuance of term debt obligations as debt issuance costs. These costs are deferred and amortized using the effective interest method. These costs are presented as a reduction to the outstanding principal amount of the term debt obligations on the Consolidated Statements of Assets and Liabilities. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC Topic 470‑50, Modification and Extinguishments. For modifications to or exchanges of our revolving debt obligations, any unamortized deferred financing costs related to lenders who are not part of the new lending group are expensed. For extinguishments of our term debt obligations, any unamortized debt issuance costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.
The Company has elected to be treated for U.S. federal income tax purposes as a RIC under the Code. So long as the Company maintains its status as a RIC, it will generally not be subject to corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually as dividends to its stockholders. As a result, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s stockholders and will not be reflected in the Consolidated Financial Statements of the Company.
The Company intends to comply with the applicable provisions of the Code pertaining to RICs and to make distributions of taxable income sufficient to relieve it from substantially all U.S. federal income taxes. Accordingly, no provision for U.S. federal income taxes is required in the Consolidated Financial Statements. For U.S. federal income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The tax character of distributions paid to stockholders through March 31, 2026 may include return of capital, however, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until the Company files our tax return for the tax year ending December 31, 2026. The character of income and gains that the Company distributes is determined in accordance with U.S. federal income tax regulations that may differ from US GAAP. BCSF CFSH, LLC, BCSF CFS, LLC, and BCC Middle Market CLO 2019‑1, LLC are disregarded entities for U.S. federal income tax purposes and are consolidated with the tax return of the Company.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its Consolidated Financial Statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes, if any, are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. Management has analyzed the Company’s tax positions, and has concluded that no liability for unrecognized tax benefits related to uncertain tax positions on returns to be filed by the Company for all open tax years should be recorded. The Company identifies its major tax jurisdiction as the United States, and the Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next 12 months. As of March 31, 2026, the tax years that remain subject to examination are from 2023 forward.
The Company’s management has evaluated recently issued accounting standards through May 11, 2026, the issuance date of the Consolidated Financial Statements, and noted that no recent accounting pronouncements will have a material impact on the Consolidated Financial Statements of the Company except for what is noted below:
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (“ASU 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning with the first quarter ended March 31, 2028. Early adoption and retrospective application are permitted. The Company is currently assessing the impact of this guidance.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements (“ASU 2025-11”), which improves the navigability of required interim disclosures and clarifies when that guidance is applicable. Additionally, ASU 2025-11 provides additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently assessing the impact of this guidance; however, the Company does not expect a material impact on its consolidated financial statements.
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of March 31, 2026 (with corresponding percentage of total portfolio investments):
Amortized Cost
Percentage ofTotal Portfolio
Fair Value
1,671,244
67.2
1,631,124
66.0
29,846
30,069
88,992
81,721
3.3
126,322
165,100
6.7
130,526
5.3
167,325
6.8
768
Subordinated Notes in Investment Vehicles (1)
369,709
14.9
357,639
14.5
Preferred Equity Interest in Investment Vehicles (1)
Equity Interests in Investment Vehicles (1)
66,209
2.7
35,216
1.4
Total
100.0
The following table shows the composition of the investment portfolio, at amortized cost and fair value as of December 31, 2025 (with corresponding percentage of total portfolio investments):
First Lien Senior Secured Loans
1,625,569
64.9
1,598,731
63.8
Second Lien Senior Secured Loans
29,819
30,020
99,272
95,687
3.8
121,965
4.9
157,244
Equity Interests
199,100
8.0
226,663
9.0
1,045
360,724
14.4
348,654
13.9
66,208
48,561
1.9
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of March 31, 2026 (with corresponding percentage of total portfolio investments):
USA
2,235,249
90.1
2,178,973
88.3
United Kingdom
58,325
2.4
59,437
Belgium
32,431
1.3
53,697
Cayman Islands
33,292
49,616
2.0
Canada
35,398
36,741
1.5
Australia
7,346
22,482
Luxembourg
21,375
22,308
Germany
21,004
13,502
0.5
Ireland
16,929
12,462
Jersey
6,576
6,580
Guernsey
5,867
5,830
Netherlands
4,537
France
Bermuda
752
New Zealand
The following table shows the composition of the investment portfolio by geographic region, at amortized cost and fair value as of December 31, 2025 (with corresponding percentage of total portfolio investments):
2,196,416
87.8
2,159,520
86.0
100,047
106,554
4.1
55,273
58,396
31,971
54,971
35,522
36,714
20,836
22,312
5,534
20,114
20,482
16,371
14,534
0.6
10,380
Italy
6,343
3,753
3,832
364
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of March 31, 2026 (with corresponding percentage of total portfolio investments):
Investment Vehicles (2)
17.7
16.1
10.4
10.9
228,103
9.2
248,936
10.1
8.5
165,044
6.6
173,680
FIRE: Finance (1)
114,379
133,385
5.4
132,041
100,320
111,437
3.4
65,128
62,701
2.5
41,170
39,901
FIRE: Insurance (1)
FIRE: Real Estate(1)
The following table shows the composition of the investment portfolio by industry, at amortized cost and fair value as of December 31, 2025 (with corresponding percentage of total portfolio investments):
17.1
15.9
10.0
10.8
228,836
253,954
237,633
235,307
9.4
8.4
116,454
4.7
101,357
114,894
96,830
3.9
108,504
3.1
64,981
62,729
53,098
51,259
1.0
Consumer goods: Wholesale
The following unconsolidated subsidiaries are considered significant subsidiaries under SEC Regulation S-X Rule 10-01(b)(1) and Regulation S-X Rule 4-08(g) as of March 31, 2026. Accordingly, summarized, comparative financial information is presented below for the unconsolidated significant subsidiaries: the International Senior Loan Program, LLC (“ISLP”), Bain Capital Senior Loan Program, LLC (“SLP”), and Legacy Corporate Lending HoldCo, LLC (“Legacy Corporate Lending”).
On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. The Company and Pantheon committed to initially provide $138.3 million of debt and $46.1 million of equity capital, to ISLP. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Pursuant to the terms of the transaction, Pantheon invested $50.0 million to acquire a 29.5% stake in ISLP. The Company contributed debt investments of $317.1 million for a 70.5% stake in ISLP, and received a one-time gross distribution of $190.2 million in cash in consideration of contributing such investments. On December 14, 2023, the Company
and Pantheon entered into the second amendment to the amended and restated limited liability company agreement which, among other things, increased capital commitments and changed the proportionate share ownership. The Company and Pantheon agreed to contribute an additional $5.0 million and $45.3 million, respectively, which resulted in new ownership stakes of 64.0% and 36.0%, respectively. As of March 31, 2026, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $31.6 million. As of December 31, 2025, the Company’s investment in ISLP consisted of subordinated notes of $190.7 million and equity interests of $43.6 million.
As of March 31, 2026, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of March 31, 2026, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions.
As of December 31, 2025, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company had contributed $254.3 million in capital and had $0.0 million in unfunded capital contributions. As of December 31, 2025, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and had $0.0 million in unfunded capital contributions.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to ISLP. Since inception, the Company has sold $1,192.7 million of its investments to ISLP. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale.
The Company has determined that ISLP is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members. The Company measures the fair value of ISLP in accordance with ASC 820, using the net asset value (or its equivalent) as a practical expedient. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
As of March 31, 2026, ISLP had $711.9 million in debt and equity investments, at fair value. As of December 31, 2025, ISLP had $733.1 million in debt and equity investments, at fair value.
Additionally, on February 9, 2021, ISLP, through a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at LIBOR (or an alternative risk-free interest rate index) plus 225 basis points with JP Morgan (the “ISLP Credit Facility Tranche A”).
On February 4, 2022, ISLP entered into the second amended and restated credit agreement, which among other things formed an additional tranche (“ISLP Credit Facility Tranche B” and collectively with ISLP Credit Facility Tranche A, the “ISLP Credit Facilities”) with an initial financing limit of $50.0 million on May 31, 2022, and $200.0 million on August 31, 2022, bringing the total facility size to $500.0 million.
On June 30, 2023, ISLP entered into the third amendment and restated credit agreement, which among other things, replaced LIBOR with Term SOFR and consolidated Tranche A and Tranche B, with a size of $500.0 million.
On September 11, 2023, ISLP entered into the fourth amended and restated credit agreement, which among other things, extended the maturity to February 9, 2027, modified concentration limitations and changed the interest rate to SOFR (or an alternative risk-free interest rate index) plus 246 basis points.
On June 24, 2025, the ISLP Credit Facility Tranche A and ISLP Credit Facility Tranche B were terminated.
On June 24, 2025, ISLP, through a wholly-owned subsidiary, entered into a €375.0 million senior secured revolving credit facility which bears interest at SOFR (or an alternative risk-free interest rate index) plus 195 basis points with Deutsche Bank (the “ISLP Credit Facility”). The maturity date of the ISLP Credit Facility is June 24, 2030.
As of March 31, 2026, the ISLP Credit Facility had $372.5 million of outstanding debt under the credit facility. As of December 31, 2025 the ISLP Credit Facility had $381.4 million of outstanding debt under the credit facility. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and year ended December 31, 2025 were 5.1% and 5.8%, respectively.
Below is a summary of ISLP’s portfolio at fair value:
Total investments
711,887
733,104
Weighted average yield on investments
9.6
Number of borrowers in ISLP
Largest portfolio company investment
53,627
52,026
Total of five largest portfolio company investments
201,632
200,518
Unfunded commitments
877
Below is a listing of ISLP’s individual investments as of March 31, 2026:
Principal /
% of Members
Shares (9)
Equity (4)
Australian Dollar
Ansett Aviation Training (14)(19)
10,238
7,115
37,750
83.8
TGI Sport Bidco Pty Ltd (18)(19)
7,153
6,665
TGI Sport Bidco Pty Ltd (17)(19)
7.11
2,568
2,796
9,721
9,461
21.0
Australian Dollar Total
16,836
47,211
104.8
British Pound
Goodfellow (15)(19)
1,564
2,121
2,042
Reconomy (18)(19)
6,050
7,045
7,980
6.25
6,578
8,094
8,628
6.50
8,450
8,431
23,589
25,039
55.6
Avalon Bidco Limited (15)(19)
12,058
16,247
15,705
Parmenion (18)(19)
29,070
35,444
38,343
51,691
54,048
120.0
Margaux UK Finance Limited (16)(19)
4.75
7,221
9,122
9,524
21.1
Access (18)(19)
7,880
9,137
10,394
5.25
9,764
11,887
12,879
Cloud Technology Solutions (CTS) (15)(19)(26)
2.53% (5.47% PIK)
11.73
1/3/2030
10,267
13,043
13,542
34,067
36,815
81.7
OGH Bidco Limited (18)(19)
9/2/2029
5,172
6,068
5,659
13,160
15,257
16,317
6,700
8,636
29,961
30,813
68.4
Beneficium (15)(19)
5.50
9,736
Brook Bidco (18)(19)(26)
29,530
39,734
35,054
5.00
8,160
10,517
10,763
Brook Bidco (16)(19)(26)
6,543
8,620
7,757
Brook Bidco (3)(16)(19)(26)
9,149
12,022
10,816
Opus2 (18)(19)
12,151
16,582
16,028
Parcel2Go (18)(19)
4,969
6,276
5,571
Parcel2Go (14)(19)
1,407,911
TES Global (18)(19)
1,200
1,494
2/1/2029
14,364
17,704
18,946
122,685
116,199
258.1
SG Global Midco Limited (19)(26)
285
Surrey Bidco Limited (7)(14)(18)(19)(26)
7,982
8,929
Voltaire Topco Limited (14)(19)
9,214
British Pound Total
282,450
274,763
610.0
Canadian Dollar
New Look (Delaware) Corporation (15)(19)
17,828
14,628
12,777
New Look Vision Group (15)(19)
2,225
1,601
1,594
17,123
15,202
33.7
Canadian Dollar Total
European Currency
5,450
6,335
6,218
1,655
1,924
1,888
8,259
18.0
9,059
9,210
9,761
21.7
2,440
2,812
MRHT (18)(19)
7.16
13,809
15,930
15,754
35.0
Mertus 522. GmbH (18)(19)(26)
13,556
16,435
14,997
22,963
27,850
25,404
Nafinco (15)(19)
8,000
8,429
9,127
Pharmathen (18)(19)(26)
First Lien Senior Secured Loan- Revolver
7.18% PIK
1/19/2029
14,825
16,719
15,376
2,696
2,648
72,081
67,700
150.3
New Gen Holding (18)(19)(26)
23,600
27,725
26,992
Onventis (15)(19)
7.25
1/14/2030
13,919
15,107
16,040
PlentyMarkets (18)(19)(26)
15,560
17,303
Utimaco (16)(19)
6,005
6,097
6,920
66,886
67,255
149.3
Lightning Finco Limited (16)(19)
5.75
2,619
2,951
3,003
Aptus 1724. Gmbh (7)(14)(19)(21)(26)
7.00% PIK
36,230
42,816
2,088
iBanFirst (18)(19)(26)
16,475
18,598
18,986
Fiduciaire Jean-Marc Faber (FJMF) (15)(19)
9,106
9,063
Webcentral (18)(19)
3,423
3,786
3,944
Webcentral (3)(18)(19)
3,123
3,590
3,567
3,323
3,462
3,829
38,542
39,389
87.4
European Currency Total
259,150
215,868
479.2
Norwegian Krone
Spring Finco BV (18)(19)
NIBOR
8.99
174,360
16,601
17,590
39.1
Norwegian Krone Total
U.S. Dollar
Cardo (18)(19)
9,653
9,622
21.4
2,174
2,155
2,152
23,016
21,750
48.3
4,970
11.1
NearMap (15)(19)
23,050
22,924
12,043
11,987
6,260
6,230
41,141
41,353
91.8
Facts Global Energy (15)(19)
9,411
9,329
9,129
6,763
6,704
6,560
16,033
15,689
34.8
23,907
23,833
23,787
Media: Broadcasting and Subscription Total
52.8
Aptus 1724 Gmbh (7)(14)(19)(21)(26)
10,351
10,324
518
Easy Ice (15)(19)
8,394
8,293
9,562
17,855
17,956
39.9
U.S. Dollar Total
148,949
137,858
306.1
New Zealand Dollar
Hellers (18)(19)(26)
$NZ
5,980
3,490
3,395
7.6
New Zealand Dollar Total
744,599
1580.5
Goldman Sachs Financial Square Government Fund Institutional Shares (27)
2,747
Goldman Sachs US $ Treasury Liquid Reserves Fund Institutional Shares (27)
3,595
748,194
715,482
1588.4
Settlement
US DOLLARS 7,640
BRITISH POUNDS 5,695
Goldman Sachs
4/2/2026
BRITISH POUNDS 2,723
US DOLLARS 3,639
(42
BRITISH POUNDS 2,972
US DOLLARS 3,919
EURO 1,750
BRITISH POUNDS 1,545
Standard Chartered
BRITISH POUNDS 278
EURO 320
BRITISH POUNDS 1,267
EURO 1,458
US DOLLARS 2,820
BRITISH POUNDS 2,117
Morgan Stanley
5/8/2026
US DOLLARS 1,545
BRITISH POUNDS 1,145
6/2/2026
EURO 3,289
BRITISH POUNDS 2,835
US DOLLARS 3,443
EURO 2,960
EURO 1,950
US DOLLARS 2,318
US DOLLARS 12,381
BRITISH POUNDS 10,280
(1,174
US DOLLARS 22,672
EURO 20,600
(1,132
US DOLLARS 2,365
EURO 2,040
EURO 2,003
US DOLLARS 1,889
NEW ZEALAND DOLLARS 3,146
US DOLLARS 3,563
AUSTRALIAN DOLLARS 5,490
7/30/2026
(191
US DOLLARS 12,143
AUSTRALIAN DOLLARS 18,568
9/10/2026
(542
US DOLLARS 6,778
BRITISH POUNDS 5,010
AUSTRALIAN DOLLARS 8,042
US DOLLARS 5,279
BRITISH POUNDS 2,890
US DOLLARS 3,893
(86
US DOLLARS 7,318
AUSTRALIAN DOLLARS 11,205
(337
EURO 427
NEW ZEALAND DOLLARS 853
US DOLLARS 9,578
AUSTRALIAN DOLLARS 14,489
(315
US DOLLARS 1,813
CANADIAN DOLLARS 2,494
EURO 784
NORWEGIAN KRONE 9,370
(49
EURO 2,178
AUSTRALIAN DOLLARS 3,931
(156
EURO 412
CANADIAN DOLLARS 677
EURO 4,925
US DOLLARS 5,890
(174
US DOLLARS 28,295
EURO 2,3720
US DOLLARS 3,447
NORWEGIAN KRONE 34,539
(90
EURO 10,100
US DOLLARS 12,162
(441
US DOLLARS 8,851
AUSTRALIAN DOLLARS 13,286
(221
EURO 552
BRITISH POUNDS 490
EURO 843
AUSTRALIAN DOLLARS 1,517
10/30/2026
(56
EURO 2,039
AUSTRALIAN DOLLARS 3,605
(91
US DOLLARS 2,347
EURO 2,68
BRITISH POUNDS 240
US DOLLARS 2,230
BRITISH POUNDS 1,700
US DOLLARS 27,514
EURO 2,3460
EURO 16,651
US DOLLARS 1,9758
(375
US DOLLARS 6,060
BRITISH POUNDS 4,500
2/22/2027
EURO 233
CANADIAN DOLLARS 376
US DOLLARS 1,025
CANADIAN DOLLARS 1,384
US DOLLARS 1,631
BRITISH POUNDS 1,243
3/8/2027
EURO 3,443
AUSTRALIAN DOLLARS 5,820
EURO 2,157
BRITISH POUNDS 1,900
EURO 907
BRITISH POUNDS 803
EURO 5,430
US DOLLARS 6,400
EURO 2,466
US DOLLARS 2,900
(3,657
71
Below is a listing of ISLP’s individual investments as of December 31, 2025:
36,769
57.0
7.00
7,137
6,492
2,723
9,705
9,215
14.3
16,820
45,984
71.3
2,082
8,138
8,093
8,791
8,501
23,588
25,430
39.5
16,240
16,017
35,429
39,105
51,669
55,122
85.5
7,240
9,147
9,740
15.1
9,134
10,600
13,135
9,872
12,510
13,280
33,531
37,015
57.4
10.61
5,703
16,773
9,013
29,956
31,489
9,733
28,318
38,068
34,284
6,244
8,250
7,410
8,734
11,506
10,332
10,510
10,976
16,572
16,346
5,938
5,390
17,695
19,322
119,766
115,549
179.3
SG Global Midco Limited (19)
7,594
8,406
2,554
8,691
2,843
278,469
279,270
433.3
17,874
14,661
13,027
1,162
847
2,231
1,605
1,626
17,162
15,500
24.0
6,396
1,942
8,338
12.9
9,082
9,230
10,046
15.6
2,864
74
15,925
16,044
24.9
13,320
16,158
15,007
27,843
25,871
8,422
9,342
16,709
16,529
2,646
3,005
71,778
69,754
108.3
23,985
28,173
27,937
15,106
16,335
15,326
17,678
17,852
6,095
7,047
67,052
69,171
107.4
3,058
12,756
19.8
15,984
18,015
18,759
9,103
9,183
3,784
4,017
3,582
3,593
3,899
37,946
39,451
61.2
258,432
231,482
359.2
8.88
17,031
26.4
9,618
15.0
2,154
5.90
22,835
21,694
4,968
23,109
22,974
11,982
6,228
41,184
41,412
64.2
9,325
9,176
6,701
6,594
16,026
15,770
24.5
5.93
23,825
36.8
10,636
3,191
8,415
8,308
9,374
17,682
17,789
27.6
148,616
140,448
217.9
Hellers (3)(18)(19)(26)
BBKM
3.63% (1.88% PIK)
5,949
3,467
3,389
739,567
1137.5
14,078
318
14,396
22.3
753,963
747,500
1159.8
EURO 18,912
US DOLLARS 20,060
01/09/2026
2,162
US DOLLARS 2,285
AUSTRALIAN DOLLARS 3,590
02/24/2026
(109
US DOLLARS 2,713
BRITISH POUNDS 2,090
US DOLLARS 2,353
US DOLLARS 5,747
US DOLLARS 882
CANADIAN DOLLARS 1,243
US DOLLARS 5,168
(554
EURO 215
CANADIAN DOLLARS 337
02/26/2026
EURO 2,830
AUSTRALIAN DOLLARS 5,037
03/10/2026
EURO 1,706
AUSTRALIAN DOLLARS 3,040
EURO 2,223
BRITISH POUNDS 1,906
AUSTRALIAN DOLLARS 2,210
EURO 1,227
US DOLLARS 3,530
EURO 2,985
EURO 4,476
US DOLLARS 5,200
EURO 5,507
04/02/2026
05/08/2026
06/02/2026
06/08/2026
(1,441
06/10/2026
(1,696
NEW ZEALAND DOLLAR 3,146
06/25/2026
07/30/2026
(93
09/10/2026
(212
(138
NEW ZEALAND DOLLAR 853
09/16/2026
10/02/2026
(26
(59
EURO 23,720
11/06/2026
EURO 23,460
(393
(54
EURO 268
(2,323
Below is the financial information for ISLP:
ASSETS
Investments at fair value (amortized cost of $744,599 and $739,567, respectively)
3,715
15,565
Foreign cash (cost of $5,929 and $10,095, respectively)
9,607
Collateral on forward currency exchange contracts
Deferred financing costs (net of accumulated amortization of $4,073 and $3,897, respectively)
3,017
3,196
13,839
14,831
Other receivable
Total assets
738,640
776,558
LIABILITIES
Debt
372,540
381,361
Subordinated notes payable to members
304,369
305,655
Interest payable on debt
907
942
Interest payable on subordinated notes payable to members
18,984
2,338
Distributions payable to members
1,337
1,712
1,193
Total liabilities
693,597
712,107
MEMBERS' EQUITY
Total members’ equity
45,043
64,451
Total liabilities and members’ equity
For the Three Months Ended
March 31, 2025
Investment income
Interest income
16,219
17,103
4,994
5,829
Interest expense on subordinated notes payable to members
8,895
8,743
Professional fees and other expenses
993
975
Total expenses
14,882
15,547
Net realized gain on investments
Net realized loss on foreign currency transactions
(673
(879
Net realized gain on forward currency exchange contracts
1,027
2,726
Net change in unrealized appreciation (depreciation) on foreign currency translation
433
(12,377
Net change in unrealized appreciation (depreciation) on forward currency exchange contracts
(1,332
(5,325
Net change in unrealized appreciation (depreciation) on foreign currency translation of debt
7,388
Net change in unrealized appreciation (depreciation) on investments
(26,249
14,008
(19,406
(1,669
Net decrease in members’ equity from operations
(18,069
(113
On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. Amberstone’s initial capital commitments to SLP were $179.0 million, with each party expected to maintain their pro rata proportionate share for each capital contribution. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers. Through these capital contributions, SLP acquired 70% of the membership equity interests of the Company’s 2018‑1 portfolio (“2018‑1”). The Company retained 30% of the 2018‑1 membership equity interests as a non-controlling equity interest. As of March 31, 2026, the Company’s investment in SLP consisted of subordinated notes of $166.9 million, preferred equity interests of $1.8 million and equity interests of $3.6 million. As of December 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.8 million and equity interests of $5.0 million.
In future periods, the Company may sell certain of its investments or a participating interest in certain of its investments to SLP. The Company may also purchase certain investments or a participating interest in certain investments from SLP. Since inception, the Company has sold $2,486.1 million of its investments to SLP and purchased $102.5 million in investments from SLP. The purchase and sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a purchase and sale.
The Company has determined that SLP is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly or substantially owned investment company subsidiary, which is an extension of the operations of the Company, or a controlled operating company whose business consists of providing services to the Company. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members. The Company measures the fair value of SLP in accordance with ASC 820, using the net asset value (or its equivalent) as a practical expedient. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee.
81
On March 7, 2022, SLP acquired 70% of the Company’s membership interests (the “2018-1 Membership Interests”) in BCC Middle Market CLO 2018‑1 LLC (the “2018‑1 Issuer”). The Company received $56.1 million in proceeds resulting in a realized gain of $1.2 million, which is included in net realized gain in non-controlled/non-affiliate investments. The sale of the investments met the criteria set forth in ASC 860, Transfers and Servicing for treatment as a sale. Through this acquisition, the 2018‑1 Issuer became a consolidated subsidiary of SLP and was deconsolidated from the Company’s Consolidated Financial Statements. The Company retained the remaining 30% of the 2018‑1 Membership Interests as a non-controlling equity interest.
On June 15, 2023, the 2018-1 Issuer entered into a First Supplemental Indenture (“2018-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2018-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
On March 13, 2024, SLP refinanced the 2018-1 Issuer through a private placement of $500 million of senior secured and senior deferrable notes consisting of (i) $290.0 million of Class A-1-R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 2.25% per annum; (ii) $20.0 million of Class A‑J‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.70% per annum; (iii) $30.0 million of Class A-2-R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.90% per annum; (iv) $40.0 million of Class B-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.90% per annum; (v) $30.0 million of Class C-R Mezzanine Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 5.90% per annum; and (vi) $30.0 million of Class D-R Junior Secured Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 8.32% per annum (collectively, the “2018‑1 CLO Reset Notes”). The 2018‑1 CLO Reset Notes are scheduled to mature on April 20, 2036. The transaction resulted in a realized loss on the extinguishment of debt of $1.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2018-1 Issuer under the 2018-1 CLO Transaction are non-recourse to the Company.
As part of the refinancing transaction, SLP bought the Company's membership interests of the 2018-1 Issuer for $22.4 million, making SLP the sole owner of the 2018-1 Membership Interests. SLP holds $60.0 million in 2018-1 Membership Interests of the 2018-1 Issuer, and the 2018-1 Membership Interests are eliminated in consolidation on SLP’s Consolidated Financial Statements.
Below is a table summary of the 2018‑1 CLO Reset Notes as of March 31, 2026:
Interest rate at
2018-1 Notes
Principal Amount
Spread above Index
Class A-1-R Notes
290,000
2.25
% + 3 Month SOFR
5.92
Class A-J-R Notes
20,000
2.70
6.37
Class A-2-R Notes
30,000
2.90
6.57
Class B-R Notes
40,000
3.90
7.57
Class C-R Notes
Class D-R Notes
8.32
Total 2018-1 Notes
440,000
On August 24, 2022, SLP, through a wholly-owned subsidiary, entered into a $225.0 million senior secured revolving credit facility which bore interest at SOFR plus 210 basis points with Wells Fargo, subject to leverage and borrowing base restrictions (the “MM_22_2 Credit Facility”). The maturity date of the MM_22_2 Credit Facility was August 24, 2025. On August 9, 2023, the MM_22_2 Credit Facility was terminated.
On August 9, 2023, (the “2023-1 Closing Date”), SLP, through BCC Middle Market CLO 2023‑1 LLC (the “2023‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $400.0 million term debt securitization (the “2023-1 CLO Transaction”). The Class A, B-1, B-2, C, D, and E 2023-1 notes issued in connection with the 2023-1 CLO Transaction (the “2023-1 Notes”) are secured by a diversified portfolio of the 2023-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2023-1 Portfolio”). At the 2023-1 Closing Date, the 2023-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2023-1 CLO Transaction.
On August 13, 2025, the 2023-1 Issuer refinanced the 2023‑1 CLO Transaction through a private placement of $331.6 million of senior secured and senior deferrable notes consisting of: (i) $188.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.58% per annum; (ii) $9.8 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 1.80% per annum; (iii) $22.8 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 1.90% per annum; (iv) $27.6 million of Class C-R Senior
Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.25% per annum; (v) $17.9 million of Class D-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.25% per annum; and (vi) $19.5 million of Class E-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 6.5% per annum (collectively, the “2023‑1 CLO Reset Notes”). The 2023‑1 CLO Reset Notes are scheduled to mature on July 1, 2037. The Company retained $27.6 million of the Class C-R Notes, $17.9 million of the Class D-R Notes, and $19.5 million of the Class E-R Notes. The retained notes by the Company are eliminated in consolidation. The obligations of the 2023-1 Issuer under the 2023-1 CLO Transaction are non-recourse to the Company.
The 2023‑1 Notes are scheduled to mature on July 20, 2035 and are included in SLP’s Consolidated Financial Statements. Additionally, SLP holds $45.6 million in membership interests in the 2023-1 Issuer (“2023-1 Membership Interests”). 100% of the 2023-1 Membership Interests are retained by SLP and eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2023-1 Notes as of March 31, 2026:
2023-1 Debt
188,500
1.58
% + SOFR
1.80
5.47
22,750
1.90
5.57
Total 2023-1 Notes
221,000
On September 27, 2023, SLP, through SLP MM CLO WH 2, LLC, a Delaware limited liability company and a wholly-owned subsidiary, entered into a $140.0 million senior secured revolving credit facility which bore interest at SOFR plus 285 basis points with NatWest Markets PLC, subject to leverage and borrowing base restrictions (the "MM_23_3 Credit Facility"). The maturity date of the MM_23_3 Credit Facility was September 27, 2027. On July 10, 2024, the MM_23_3 Credit Facility was terminated.
On July 10, 2024 (the “2024-1 Closing Date”), SLP, through BCC Middle Market CLO 2024‑1 LLC (the “2024‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $450.4 million term debt securitization (the “2024-1 CLO Transaction”). The Class A-1, A-2, B, C, D, and E 2024-1 notes issued in connection with the 2024-1 CLO Transaction (the “2024-1 Notes”) are secured by a diversified portfolio of the 2024-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2024-1 Portfolio”). The Company retained $25.5 million of the Class E Notes. The retained notes by the Company are eliminated in consolidation. At the 2024-1 Closing Date, the 2024-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2024-1 CLO Transaction.
The 2024‑1 Notes are scheduled to mature on July 17, 2036 and are included in SLP’s Consolidated Financial Statements. Additionally, SLP holds $76.4 million in membership interests in the 2024-1 Issuer (“2024-1 Membership Interests”). 100% of the 2024-1 Membership Interests are retained by SLP and eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2024-1 Notes as of March 31, 2026:
2024-1 Debt
Class A-1 Notes
250,750
1.75
5.42
Class A-2 Notes
12,750
1.95
5.62
Class B Notes
25,500
2.05
5.72
Class C Notes
34,000
2.75
6.42
Class D Notes
4.50
Total 2024-1 Notes(1)
348,500
(1)As of March 31, 2026, there were no Class E Notes outstanding.
On December 9, 2024, SLP, through SLP MM CLO WH 3, LLC, a Delaware limited liability company and a wholly-owned subsidiary, entered into a $300.0 million senior secured revolving credit facility which bears interest at SOFR plus 200 basis points with Société Générale, subject to leverage and borrowing base restrictions (the “MM CLO WH 3 Credit Facility”). The maturity date of the MM CLO WH 3 Credit Facility was December 8, 2032. On July 8, 2025, the MM CLO WH 3 Credit Facility was terminated.
On July 8, 2025 (the “2025-1 Closing Date”), SLP, through BCC Middle Market CLO 2025‑1 LLC (the “2025‑1 Issuer”), a Delaware limited liability company and a wholly-owned and consolidated subsidiary of SLP, completed a $349.1 million term debt
securitization (the “2025-1 CLO Transaction”). The Class A-1, A-2, B, C, D-1, and D-2 2025-1 notes issued in connection with the 2025-1 CLO Transaction (the “2025-1 Notes”) are secured by a diversified portfolio of the 2025-1 Issuer consisting primarily of middle market loans and participation interests in middle market loans, the majority of which are senior secured loans (the “2025-1 Portfolio”). At the 2025-1 Closing Date, the 2025-1 Portfolio was comprised of assets transferred from SLP and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2025-1 CLO Transaction.
The 2025‑1 Notes are scheduled to mature on July 17, 2037 and are included in SLP’s Consolidated Financial Statements. Additionally, SLP holds $53.4 million in membership interests in the 2025-1 Issuer (“2025-1 Membership Interests”). 100% of the 2025-1 Membership Interests are retained by SLP and eliminated in consolidation on SLP’s Consolidated Financial Statements. Below is a table summary of the 2025-1 Notes as of March 31, 2026:
2025-1 Debt
147,000
1.62
5.29
Class A-1 Loans
56,000
Class A-2 Loans
14,000
1.77
5.44
21,000
29,750
2.50
6.17
Class D-1 Notes
19,250
3.50
7.17
Class D-2 Notes
8,750
Total 2025-1 Notes
295,750
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding as of March 31, 2026 was 6.1%. The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the year ended December 31, 2025 was 6.9%.
Below is a summary of SLP’s portfolio at fair value:
1,599,077
1,536,252
Number of borrowers in SLP
42,119
42,227
188,747
188,219
991
4,109
Below is a listing of SLP’s individual investments as of March 31, 2026:
Senior Loan Program, LLC
Principal (9)
U.S. Dollars
ATS (12)(15)(19)(35)(36)
20,063
19,906
BTX Precision (12)(15)(19)(34)(35)(36)
21,445
21,345
BTX Precision (15)(19)(34)(35)(36)
7,935
BTX Precision (12)(15)(19)
4,750
Forward Slope (12)(15)(19)(34)(35)
5.60
13,953
13,831
Forward Slope (15)(19)(34)(35)
18,280
Forward Slope (15)(19)(36)
9,886
GSP Holdings, LLC (12)(15)(19)(26)(34)(35)
25,937
25,943
24,640
127
Heads Up Technologies, Inc. (12)(16)(19)(34)(35)
16,418
16,345
Mach Acquisition T/L (12)(15)(19)(35)(36)
20,874
Saturn Purchaser Corp. (12)(15)(19)(34)(35)
4.85
29,633
29,584
Whitcraft-Paradigm (15)(19)(36)
4,490
Whitcraft-Paradigm (15)(19)(34)(36)
11,210
11,161
204,457
203,698
3760.3
Cardo (12)(18)(19)
10,800
Chilton (12)(15)(19)(34)(35)(36)
16,349
16,170
16,185
Gills Point S (12)(15)(19)(26)(35)
9,758
9,654
9,514
Intoxalock (12)(15)(19)(34)
5.10
16,711
16,634
53,258
53,210
982.3
AgroFresh Solutions (12)(15)(19)(34)(35)(36)
23,882
23,765
23,643
INW Manufacturing, LLC (12)(15)(19)(34)(35)
17,890
17,714
17,711
41,479
41,354
763.4
AXH Air Coolers (12)(15)(19)(34)(35)(36)
27,105
13,064
Engineered Products Co., LLC (12)(15)(19)(35)
3,254
3,223
EXT Acquisitions, Inc. (12)(15)(19)(35)
8.94
4,823
48,191
48,306
891.7
Duraco (19)(32)(35)(36)
13,588
13,398
12,909
V Global Holdings LLC (12)(16)(19)(26)(34)
9,918
9,898
9,373
23,296
22,282
411.3
AGS American Glass Services Acquisition, LLC (12)(15)(19)(34)(35)
3,980
3,962
3,960
G702 Buyer, Inc. (12)(16)(19)(34)(36)
4,478
4,413
4,455
Service Master (18)(19)(26)(34)(35)
18,934
Service Master (15)(19)(26)(36)
5,032
TL Sapphire Parent, Inc. (12)(16)(19)(34)(35)
6,975
Zeus Fire & Security (12)(15)(19)(34)(35)(36)
27,533
66,812
67,034
1237.5
New Milani Group LLC (12)(15)(19)(34)(35)(36)
9,726
9,678
Stanton Carpet (12)(15)(19)
4,962
TLC Purchaser, Inc. (15)(19)(36)
5.76
TLC Purchaser, Inc. (12)(15)(19)(34)(35)(36)
35,264
34,749
34,030
51,354
50,672
935.4
Evriholder (12)(19)(32)(35)
6.90
15,312
15,237
15,159
Hempz (15)(19)(34)(35)(36)
13,239
13,153
13,041
Solaray, LLC (12)(15)(19)
6.85
9,780
8,899
Summer Fridays, LLC (12)(15)(19)(36)
10,669
10,528
10,563
RoC Skincare (12)(15)(19)(35)(36)
23,992
23,820
WU Holdco, Inc. (12)(16)(19)(34)(35)(36)
26,082
25,966
98,484
97,736
1804.2
ASP-r-pac Acquisition Co LLC (12)(16)(19)(34)(35)
6.26
22,296
22,220
Precision Concepts Canada Corporation (12)(15)(19)
802
794
Precision Concepts Parent Inc. (12)(15)(19)
1,820
1,819
24,834
24,909
459.8
86
Allworth Financial Group, L.P. (12)(15)(19)
2,057
8,151
Choreo (15)(19)(36)
2,450
Insigneo Financial Group LLC (12)(15)(19)
6.60
2,869
PMA (12)(16)(19)(34)(35)(36)
17,456
17,247
Wealth Enhancement Group (WEG) (15)(19)(35)(36)
4.25
11,696
11,685
51,859
52,079
961.4
Simplicity (12)(16)(19)(34)(35)(36)
24,935
24,714
460.3
Accident Care Alliance Holdco LLC (12)(15)(19)(34)(35)(36)
13,196
13,134
13,195
AEG Vision (12)(15)(19)(34)(35)
1,150
AOM Infusion (16)(19)(36)
3,625
3,592
Apollo Intelligence (12)(16)(19)(35)(36)
10,422
10,384
10,318
Beacon Specialized Living (12)(15)(19)(35)(36)
12,432
12,368
CRH Healthcare Purchaser, Inc. (12)(15)(19)(34)
2,675
2,663
EHE Health (12)(15)(19)(34)(35)(36)
24,379
24,193
24,135
HealthDrive (12)(15)(19)(34)(35)(36)
20,165
HealthDrive (15)(19)(36)
268
6,263
Odyssey Behavioral Health (12)(15)(19)(34)(35)(36)
35,061
34,713
Pharmacy Partners (12)(19)(32)(34)(35)(36)
23,228
23,065
Psychiatric Medical Care LLC (12)(16)(19)(34)(35)
10,224
10,097
Red Nucleus (16)(19)(34)(35)(36)
9.08
16,250
16,083
RedMed Operations (Collage Rehabilitation) (12)(15)(19)(34)(35)(36)
22,703
SunMed Group Holdings, LLC (12)(16)(19)
9,313
Vatica Health T/L (12)(16)(19)(34)(35)
8,999
218,913
219,876
4059.0
Appriss (12)(15)(19)(34)(35)(36)
21,948
21,874
21,893
Govineer Solutions (fka Black Mountain) (12)(15)(19)(34)(35)(36)
28,875
28,704
LogRhythm, Inc. (15)(19)(35)
7.50
3,898
NearMap (15)(19)(34)(35)(36)
16,003
15,896
NearMap (12)(15)(19)(35)(36)
19,365
19,318
PayRange (15)(19)(34)(35)(36)
18,294
18,161
Superna Inc. (15)(19)(36)
4,190
4,157
SensorTower (12)(19)(31)(34)(35)(36)
12,332
12,272
124,280
124,651
2301.1
Awayday (15)(19)(34)(36)
13,575
13,436
City BBQ (12)(15)(19)(34)(35)(36)
5.35
28,325
28,174
28,042
Pollo Tropical (19)(24)(31)(36)
5,246
Pyramid Global Hospitality (12)(19)(24)(34)(35)
15,164
14,993
61,849
62,027
1145.0
AdThrive (18)(36)
4.36
8.03
3/23/2028
4,897
4,842
4,726
87.2
Owl Acquisition, LLC (12)(16)(19)(35)(36)
14,925
14,826
14,328
264.5
Elevation NewCo, LLC (15)(19)(35)
2,384
2,362
Lindstrom, LLC (12)(16)(19)(34)(35)
11,076
11,098
204.9
New Look (Delaware) Corporation (12)(15)(19)
9,336
9,179
3,991
3,193
1,143
997
Thrasio, LLC (14)(19)
5,369
597
19,589
13,672
252.4
Allbridge (12)(15)(19)(35)(36)
22,247
22,155
22,246
AMI (12)(16)(19)(34)(35)
21,780
21,648
ACAMS (12)(15)(19)(34)(35)
8,479
8,395
Alogent Holdings, Inc. (12)(15)(19)(34)(35)
16,089
16,088
BLI Buyer, Inc. (12)(15)(19)(34)(35)
8,500
8,459
8,458
Datix Bidco Limited (12)(17)(19)(34)(35)(36)
17,500
17,427
Dealer Service Network (12)(15)(19)(34)(35)
2/9/2027
8,641
8,606
Discovery Senior Living (12)(15)(19)(35)
16,660
16,554
Discovery Senior Living (15)(19)(36)
2,787
Discovery Senior Living (3)(15)(19)(34)
3,492
Easy Ice (12)(15)(19)(34)(35)(36)
5.40
30,773
TEI Holdings Inc. (17)(35)
4.00
10,456
10,492
10,362
Pure Wafer (12)(15)(19)(35)(36)
10,780
10,706
PRGX (12)(15)(19)(34)(35)(36)
17,244
17,095
16,856
Electronic Merchant Systems (12)(16)(19)(34)(35)(36)
20,738
20,483
Morrow Sodali (12)(18)(19)
2,167
2,156
Morrow Sodali (12)(15)(19)
5.48
7,661
7,620
E-Tech Group (12)(15)(19)(35)
7,859
7,804
7,820
232,741
233,581
4312.0
CorePower Yoga, LLC (12)(15)(19)(34)(35)(36)
20,994
20,903
13,697
12,814
Spotless Brands (15)(19)(36)
5,961
5,956
Vasa Fitness Buyer, Inc. (12)(15)(19)(34)(35)(36)
6.35
3,930
3,940
44,486
43,709
806.9
Meriplex Communications, Ltd. (16)(19)(35)(36)
14,658
14,479
14,402
265.9
A&R Logistics, Inc. (12)(15)(19)(26)(34)(35)
29,972
24,576
Gulf Winds International (12)(15)(19)(26)(34)
14,013
13,856
13,277
Gulf Winds International (12)(15)(19)(26)(35)(36)
15,839
15,728
ICAT Logistics, Inc. (12)(15)(19)(34)(35)
8,824
8,865
RoadOne (15)(19)(34)
6,811
6,714
76,139
69,583
1284.5
PrimeFlight Acquisition LLC (12)(15)(19)
6,456
PrimeFlight Acquisition LLC (12)(15)(19)(34)(35)
22,594
22,284
28,740
29,050
536.4
KAMC Holdings, Inc. (12)(16)(19)(35)
4,489
4,443
4,410
81.4
Vessco Water (16)(19)(34)(35)(36)
13,687
13,628
252.7
Abracon Group Holding, LLC. (7)(14)(16)(19)(26)(34)
12,618
10,888
5,552
Blackbird Purchaser, Inc. (16)(19)(35)
12/19/2030
5,296
Chex Finer Foods, LLC (12)(15)(19)(34)(35)
6.00
16,351
Fifty U.S. Bidco Inc (12)(15)(19)(34)(35)(36)
11,443
11,389
Hultec (12)(15)(19)(34)
9.19
3/31/2029
6,257
6,130
6,240
SureWerx (16)(19)(34)(35)
8,115
8,004
8,074
3,406
3,013
1,039
63,049
54,062
998.1
1,621,818
29519.6
Goldman Sachs Financial Square Government Fund Institutional Share Class (30)
28,126
3.62
18,329
46,455
857.6
1,668,273
1,645,532
30377.2
90
Below is a listing of SLP's individual investments as of December 31, 2025:
19,945
21,499
21,393
7,955
13,989
13,858
18,327
9,911
25,778
25,723
23,974
16,459
16,381
16,376
20,924
29,580
4,501
11,239
11,186
204,446
203,204
2515.5
16,390
16,202
16,267
9,637
9,506
16,754
16,670
JHCC Holdings, LLC (15)(19)(34)(35)
8,082
8,046
JHCC Holdings, LLC (12)(15)(19)(34)
16,117
16,043
77,398
77,526
959.7
23,949
296.5
13,097
8.81
3,262
3,230
3,229
43,424
43,515
538.7
92
15,871
15,642
15,078
V Global Holdings LLC (12)(16)(19)(34)
9,840
9,817
9,348
25,459
24,426
302.4
3,990
3,971
3,970
4,421
18,887
5,020
5,016
27,784
27,594
27,714
59,889
60,012
742.9
4,958
1,990
1,970
1,871
35,347
34,748
33,227
41,676
40,098
496.4
15,519
15,431
15,363
13,148
10,696
10,547
10,536
24,054
23,872
26,147
26,027
98,805
98,040
1213.7
1.25
3,060
1,277
5,038
15.8
22,354
22,267
804
1,847
1,828
24,891
24,978
309.2
2,095
2,074
8,172
2,456
10.79
3,825
17,236
11,715
52,878
53,109
657.5
24,998
24,767
309.5
11,970
11,911
11,910
1,152
3,634
3,600
3,615
Apollo Intelligence (12)(16)(19)(35)
10,449
10,406
10,240
12,464
12,396
2,682
2,669
2,668
24,441
24,244
6.10
9.82
20,217
269
HealthDrive (3)(15)(19)(36)
3,243
3,215
35,150
34,784
23,288
23,110
10,250
10,127
10,122
16,291
16,116
22,761
22,527
9,338
206,081
207,169
2564.6
8.74
22,003
21,926
28,947
28,767
15,929
19,414
19,363
18,340
18,200
4,201
4,164
16,916
16,826
129,067
129,683
1605.4
13,606
13,460
28,397
28,237
28,255
Pollo Tropical (12)(15)(19)(35)(36)
6,148
6,083
Pyramid Global Hospitality (19)(31)(36)
15,204
15,009
68,035
68,459
847.5
AdThrive (36)
8.08
4,910
4,848
4,855
60.1
2,367
2,366
29.3
9,360
9,185
3,491
1,996
1,285
1,138
19,780
12,641
156.5
22,304
22,205
21,835
21,696
Datix Bidco Limited (17)(19)(35)
5,924
8,663
8,618
16,703
16,590
2,794
3,411
31,229
30,831
10,483
10,521
10,440
10,807
10,729
17,288
17,130
17,029
20,790
20,520
2,173
2,160
7,680
7,879
7,781
188,584
189,639
2347.6
21,047
20,951
MZR Buyer, LLC (12)(15)(19)(26)(35)(36)
13,678
12,798
14,963
14,860
14,663
5,976
5,971
58,424
723.2
Meriplex Communications, Ltd. (12)(16)(19)(35)(36)
14,696
14,497
14,439
178.7
29,641
26,084
14,016
13,844
13,315
15,718
15,047
8,978
8,843
6,828
6,723
1,049
1,048
75,817
71,166
881.0
6,473
22,652
22,317
28,790
29,125
360.5
4,500
4,452
4,449
55.1
13,625
169.4
12,471
11,077
7,483
5,310
16,389
11,471
11,415
11,414
5.65
6,140
8,017
8,095
58,348
55,018
681.0
1,556,187
19017.7
64,766
57,524
122,290
1513.9
1,678,477
1,658,542
20531.6
Below is the financial information for SLP:
Investments at fair value (amortized cost of $1,621,818 and $1,556,187, respectively)
3,563
1,964
46,496
125,753
Prepaid expenses
3,657
3,773
13,934
12,658
3,975
3,976
1,670,702
1,684,376
Debt (net of unamortized debt issuance costs of $9,778 and $10,022, respectively)
1,295,472
1,295,228
333,829
315,859
15,444
21,951
8,911
8,690
25,455
6,569
3,070
2,330
1,665,285
1,676,298
EQUITY
Members’ equity
5,417
8,078
Total Members' equity
37,752
38,112
19,993
22,585
8,910
7,331
2,203
31,299
32,119
6,453
5,993
Net realized gain (loss) on investments
(4,517
Net change in unrealized appreciation on members subordinated notes
24,130
(2,806
(1,999
Total net gain (loss)
(2,545
Net increase from operations
3,908
23,607
Net increase in members' equity from operations
Legacy Corporate Lending HoldCo, LLC and its subsidiaries (“Legacy Corporate Lending”) are principally focused on providing highly customized revolver and term loans and other financial solutions to lower mid-market businesses. The following table shows unaudited summarized financial information for Legacy Corporate Lending:
Net revenue
5,721
4,337
Net operating income
407
Earnings before taxes
Net profit
834
1,022
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of March 31, 2026, according to the fair value hierarchy:
Fair Value Measurements
Level 1
Level 2
Level 3
Measured at Net Asset Value (2)
Investments:
1,623,951
159,786
Subordinated Notes Investment Vehicles (1)
Preferred Equity Interests Investment Vehicles (1)
Equity Interests Investment Vehicles (1)
Total Investments
2,419,034
49,174
Cash equivalents
Forward currency exchange contracts (asset)
Forward currency exchange contracts (liability)
(2,739
The following table presents fair value measurements of investments by major class, cash equivalents and derivatives as of December 31, 2025, according to the fair value hierarchy:
Measured at
Net Asset
Value (2)
1,591,538
219,124
2,443,312
62,519
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the three months ended March 31, 2026:
First Lien
Second Lien
Subordinated
Senior
Notes in
Secured
Preferred
Equity
Loans
Interests
Vehicles (1)
Investments
Balance as of January 1, 2026
Purchases of investments and other adjustments to cost
222,532
4,003
280
8,985
235,800
Paid-in-kind interest income
4,290
350
7,385
Net accretion of discounts (amortization of premiums)
Principal repayments and sales of investments
(182,991
(13,725
(58,387
(255,103
(13,273
(3,686
3,500
9,239
(277
(4,476
316
(10,470
(9,629
Balance as of March 31, 2026
Change in unrealized appreciation attributable to investments still held at March 31, 2026
(13,224
(3,065
(1,757
(14,802
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the three months ended March 31, 2026, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the three months ended March 31, 2026, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
100
The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2025:
Balance as of January 1, 2025
1,543,286
30,104
53,350
170,876
219,210
337,224
2,354,678
1,170,550
9,670
29,393
33,316
14,528
23,500
1,280,957
Paid-in-kind interest
19,831
10,159
3,891
33,881
4,875
5,139
(1,132,193
(9,597
(63,294
(26,091
(1,231,175
(2,937
18,817
(2,486
6,442
19,865
417
(12,070
28,048
(11,874
(19,038
11,078
(8,382
(28,216
Reclassifications
5,068
(5,068
Balance as of December 31, 2025
Change in unrealized appreciation attributable to investments still held at December 31, 2025
(14,211
(2,581
13,107
15,856
Transfers between levels, if any, are recognized at the beginning of the year in which transfers occur. For the year ended December 31, 2025, transfers from Level 2 to Level 3, if any, were primarily due to decreased price transparency. For the year ended December 31, 2025, transfers from Level 3 to Level 2, if any, were primarily due to increased price transparency.
ASC 820 requires disclosure of quantitative information about the significant unobservable inputs used in the valuation of assets and liabilities classified as Level 3 within the fair value hierarchy. Disclosure of this information is not required in circumstances where a valuation (unadjusted) is obtained from a third-party pricing service and the information regarding the unobservable inputs is not reasonably available to the Company and as such, the disclosures provided below exclude those investments valued in that manner.
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of March 31, 2026 were as follows:
Significant
Fair Value of
Unobservable
Range of Significant
Level 3 Assets (1)
Valuation Technique
Inputs
Unobservable Inputs (3)
Weighted Average (2)
1,433,213
Discounted cash flows
Comparative Yields
28.4
11.0%
96,956
Comparable company multiple
EBITDA Multiple
x
11.5
8.8x
5,891
Revenue Multiple
1.1x
Collateral coverage
Recovery Rate
100.0%
13.6
13.3%
Subordinated Notes in Investment Vehicles
93.3
96.9%
13.2
19.4%
Discount Rate
13.4%
95,840
12.5x
7,647
34.5
12.7x
5,860
Book Value Multiple
1.0x
26,834
23.0
10.7x
50,092
7.5x
11,100
16.9%
13.0%
3.5x
733
25.0%
2,341,886
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of March 31, 2026. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The comparable company multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
102
The valuation techniques and significant unobservable inputs used in Level 3 fair value measurements of assets as of December 31, 2025 were as follows:
1,425,578
19.5
10.7%
74,416
7.5
13.7
9.6x
4,454
0.7x
13.1
92.9
96.8%
95,086
21.5
18.3%
97,564
26.0
12.8x
12,675
33.0
11.0x
27,328
16.5
10.8x
50,135
7.9x
7,037
3.8x
701
2,303,502
The Company used the income approach and market approach to determine the fair value of certain Level 3 assets as of December 31, 2025. The significant unobservable inputs used in the income approach are the comparative yield and discount rate. The comparative yield and discount rate are used to discount the estimated future cash flows expected to be received from the underlying investment. An increase/decrease in the comparative yield or discount rate would result in a decrease/increase, respectively, in the fair value. The significant unobservable inputs used in the market approach are the comparable company multiple and the recovery rate. The comparable company multiple is used to estimate the enterprise value of the underlying investment. An increase/decrease in the multiple would result in an increase/decrease, respectively, in the fair value. The recovery rate represents the extent to which proceeds can be recovered. An increase/decrease in the recovery rate would result in an increase/decrease, respectively, in the fair value.
Fair value is estimated by using market quotations or discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. If the Company’s debt obligations were carried at fair value, the fair value and level would have been as follows:
Level
2019-1 Debt
270,957
272,182
March 2026 Notes
298,926
October 2026 Notes
295,288
295,222
339,944
350,538
335,284
Sumitomo Credit Facility
195,000
251,000
Total Debt
1,436,473
1,467,868
The Company entered into the first amended and restated investment advisory agreement as of November 14, 2018 (the “Prior Advisory Agreement”) with the Advisor, pursuant to which the Advisor manages the Company’s investment program and related activities. On November 28, 2018, the Board, including a majority of the Independent Directors, approved a second amended and restated advisory agreement (the “Amended Advisory Agreement”) between the Company and the Advisor. On February 1, 2019, stockholders approved the Amended Advisory Agreement which replaced the Prior Advisory Agreement.
The Company pays the Advisor a base management fee (the “Base Management Fee”), accrued and payable quarterly in arrears. The Base Management Fee is calculated at an annual rate of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) at the end of each of the two most recently completed calendar quarters. Such amount shall be appropriately adjusted (based on the actual number of days elapsed relative to the total number of days in such calendar quarter) for any share issuance or repurchases by the Company during a calendar quarter. The Base Management Fee for any partial quarter will be appropriately prorated. Effective February 1, 2019, the Base Management Fee has been revised to a tiered management fee structure so that the Base Management Fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio down to 200%, but a lower Base Management Fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%.
For the three months ended March 31, 2026 and 2025, management fees were $9.1 million and $9.1 million, respectively.
As of March 31, 2026 and December 31, 2025, $9.1 million and $9.4 million, respectively, remained payable related to the Base Management Fee accrued in base management fee payable on the Consolidated Statements of Assets and Liabilities.
The incentive fee consists of two parts that are determined independently of each other such that one component may be payable even if the other is not.
The first part, the Incentive Fee based on income is calculated and payable quarterly in arrears as detailed below.
The second part, the capital gains incentive fee, is determined and payable in arrears as detailed below.
Pre-incentive fee net investment income means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the quarter (including the Base Management Fee, any expenses payable under the Administration Agreement, and any interest expense and dividends paid on any outstanding preferred stock, but excluding the incentive fee). Pre-incentive fee net investment income includes, in the case of investments with a deferred interest feature such as market discount, original issue discount (“OID”), debt instruments with PIK interest, preferred stock with PIK dividends and zero-coupon securities, accrued income that the Company has not yet received in cash.
Pre-incentive fee net investment income does not include any realized or unrealized capital gains or losses or unrealized capital appreciation or depreciation. Because of the structure of the incentive fee, it is possible that the Company may pay an incentive fee in a quarter where the Company incurs a loss. For example, if the Company receives pre-incentive fee net investment income in excess of the Hurdle rate for a quarter, the Company will pay the applicable incentive fee even if the Company has incurred a loss in that quarter due to realized and unrealized capital losses.
The incentive fee based on income is calculated and payable quarterly in arrears based on the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters (the “Trailing Twelve Quarters”). This calculation is referred to as the “Three-Year Lookback.”
Pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Amount” equal to the product of (i) the hurdle rate of 1.5% per quarter (6% annualized) and (ii) the sum of our net assets (defined as total assets less indebtedness and before taking into account any incentive fees payable during the period) at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters. The Hurdle Amount will be calculated after making appropriate adjustments to our NAV at the beginning of each applicable calendar quarter for our subscriptions (which shall include all issuances by us of shares of our common stock, including issuances pursuant to the Company’s dividend reinvestment plan) and distributions during the applicable calendar quarter.
The quarterly incentive fee based on income is calculated, subject to the Incentive Fee Cap (as defined below), based on the amount by which (A) aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters exceeds (B) the Hurdle Amount for such Trailing Twelve Quarters. The amount of the excess of (A) over (B) described in this paragraph for such Trailing Twelve Quarters is referred to as the “Excess Income Amount.” The incentive fee based on income that is paid to the Advisor in respect of a particular calendar quarter will equal the Excess Income Amount less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
The incentive fee based on income for each calendar quarter is determined as follows:
Incentive Fee Cap
The incentive fee based on income is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in respect of any calendar quarter is an amount equal to 17.5% of the Cumulative Net Return (as defined below) during the relevant Trailing Twelve Quarters less the aggregate incentive fees based on income that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters.
“Cumulative Net Return” during the relevant Trailing Twelve Quarters means (x) the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters less (y) any Net Capital Loss, if any, in respect of the relevant Trailing Twelve
Quarters. If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no incentive fee based on income to the Advisor in respect of that quarter. If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the Incentive Fee Cap in respect of such quarter. If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the incentive fee based on income that is payable to the Advisor for such quarter calculated as described above, the Company will pay an incentive fee based on income to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.
“Net Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in respect of such period and (ii) aggregate capital gains, whether realized or unrealized, in respect of such period.
For the three months ended March 31, 2026 and 2025, the Company incurred $5.6 million and $2.2 million, respectively, of income incentive fees (before waivers), which are included in incentive fees on the Consolidated Statements of Operations.
As of March 31, 2026 and December 31, 2025, there was $5.6 million and $5.9 million, respectively, related to the income incentive fee accrued in incentive fee payable on the Consolidated Statements of Assets and Liabilities.
The Amended Advisory Agreement approved by Stockholders on February 1, 2019 incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
The second part of the incentive fee is a capital gains incentive fee that will be determined and payable in arrears in cash as of the end of each fiscal year (or upon termination of the Amended Advisory Agreement, as of the termination date), and equals to 17.5% of our realized capital gains as of the end of the fiscal year. In determining the capital gains incentive fee payable to the Advisor, the Company calculates the cumulative aggregate realized capital gains and cumulative aggregate realized capital losses since our inception, and the aggregate unrealized capital depreciation as of the date of the calculation, as applicable, with respect to each of the investments in our portfolio. For this purpose, cumulative aggregate realized capital gains, if any, equals the sum of the differences between the net sales price of each investment, when sold, and the cost of such investment. Cumulative aggregate realized capital losses equals the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment. Aggregate unrealized capital depreciation equals the sum of the difference, if negative, between the valuation of each investment as of the applicable calculation date and the cost of such investment. At the end of the applicable year, the amount of capital gains that serves as the basis for our calculation of the capital gains incentive fee equals the cumulative aggregate realized capital gains less cumulative aggregate realized capital losses, less aggregate unrealized capital depreciation, with respect to our portfolio of investments. If this number is positive at the end of such year, then the capital gains incentive fee for such year will equal to 17.5% of such amount, less the aggregate amount of any capital gains incentive fees paid in respect of our portfolio in all prior years.
There were no capital gains incentive fee payable to the Advisor under the Amended Advisory Agreement as of March 31, 2026 and December 31, 2025.
US GAAP requires that the incentive fee accrual consider the cumulative aggregate unrealized capital appreciation of investments or other financial instruments in the calculation, as an incentive fee would be payable if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Amended Advisory Agreement (“GAAP Incentive Fee”). There can be no assurance that such unrealized appreciation will be realized in the future. Accordingly, such fee, as calculated and accrued, would not necessarily be payable under the Amended Advisory Agreement, and may never be paid based upon the computation of incentive fees in subsequent period.
For the three months ended March 31, 2026 and 2025, the Company accrued $0.0 million and $0.0 million, respectively, of incentive fees related to the GAAP Incentive Fee, which is included in incentive fees on the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, there was $0.0 million and $0.0 million related to the GAAP Incentive Fee accrued in incentive fee payable on the Consolidated Statements of Assets and Liabilities, respectively.
The Company has entered into an administration agreement (the “Administration Agreement”) with the advisor, pursuant to which the Administrator will provide the administrative services necessary for us to operate, and the Company will utilize the Administrator’s office facilities, equipment and recordkeeping services. Pursuant to the Administration Agreement, the Administrator
has agreed to oversee our public reporting requirements and tax reporting and monitor our expenses and the performance of professional services rendered to us by others. The Administrator has also hired a sub-administrator to assist in the provision of administrative services. The Company will reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to the business and affairs of the Company, and will be subject to oversight by the Board.
The Company incurred expenses related to the Administrator of $0.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. As of March 31, 2026 and December 31, 2025, respectively, there were $0.6 million and $0.6 million related to the Administrator that were payable and included in “accounts payable and accrued expenses” in the Consolidated Statements of Assets and Liabilities. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. The Company incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not seek reimbursement in the event that any such reimbursements would cause any distributions to our stockholders to constitute a return of capital. In addition, the Administrator is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company will reimburse the expenses of these parties incurred and paid by the Advisor on our behalf.
The Company’s investment activities are managed by the Advisor, an investment adviser that is registered with the SEC under the Advisers Act. The Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.
The Advisor has entered into a Resource Sharing Agreement (the “Resource Sharing Agreement”) with Bain Capital Credit, LP (“Bain Capital Credit”), pursuant to which Bain Capital Credit provides the Advisor with experienced investment professionals (including the members of the Advisor’s Credit Committee) and access to the resources of Bain Capital Credit so as to enable the Advisor to fulfill its obligations under the Amended Advisory Agreement. Through the Resource Sharing Agreement, the Advisor intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence on the Company’s operations.
The Company will invest alongside its affiliates, subject to compliance with applicable regulations and our allocation procedures. Certain types of negotiated co-investments will be made only in accordance with the terms of the exemptive order the Company received from the SEC on December 23, 2025 (the “Order”). Under the terms of the Order, a majority of the Independent Directors must reach certain conclusions in connection with certain co-investment transactions (e.g., in the case of follow-on investments in an existing issuer in which affiliates, but not the Company, have an existing investment, and non-pro rata follow-on investments in, and dispositions of, securities of an existing issuer), including that: (i) the terms of the proposed transaction 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 (ii) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s then-current investment objectives and strategies. In certain situations where co-investment with one or more funds managed by the Advisor or its affiliates is not covered by the Order, the personnel of the Advisor or its affiliates will need to decide which funds will proceed with the investment. Such personnel will make these determinations based on policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
An affiliate of the Advisor is the investment manager to certain pooled investment vehicles which are investors in the Company. These investors held 11,822,432.66 and 11,822,432.66 shares of the Company at March 31, 2026 and December 31, 2025, respectively.
Transactions during the three months ended March 31, 2026 in which the issuer was either an Affiliated Person, as defined in the 1940 Act, or an Affiliated Person that the Company is deemed to control are as follows:
Fair Valueas ofDecember 31,2025
GrossAdditions
GrossReductions
Change inUnrealizedAppreciation
RealizedGains(Losses)
Fair Valueas ofMarch 31,2026
Dividend,Interest, andPIK Income
OtherIncome
Non-Controlled/affiliate investment
ADT Pizza, LLC Equity Interest (1)
Ansett Aviation Training Equity Interest (1)
Walker Edison First Lien Senior Secured Loan - Delayed Draw (1)
Total Non-Controlled/affiliate investment
Controlled affiliate investment
Bain Capital Senior Loan Program, LLC Subordinated Note Investment Vehicles
4,460
Bain Capital Senior Loan Program, LLC Preferred Equity Interest Investment Vehicles
985
Bain Capital Senior Loan Program, LLC Equity Interest Investment Vehicles
(1,389
2,792
BCC Jetstream Holdings Aviation (On II), LLC First Lien Senior Secured Loan (1)
BCC Jetstream Holdings Aviation (On II), LLC Equity Interest (1)
BCC Jetstream Holdings Aviation (Off I), LLC Equity Interest (1)
Gale Aviation (Offshore) Co Equity Interest (1)
(53,307
10,997
International Senior Loan Program, LLC Equity Interest Investment Vehicles
(11,956
856
International Senior Loan Program, LLC Subordinated Note Investment Vehicles
5,573
Legacy Corporate Lending HoldCo, LLC Equity Interest (1)
Legacy Corporate Lending HoldCo, LLC Preferred Equity
3,599
962
1,350
Lightning Holdings B, LLC Equity Interest (1)
Parcel2Go First Lien Senior Secured Loan
Parcel2Go Equity Interest (1)
Parcel2Go Preferred Equity (1)
SG Global Midco Limited First Lien Senior Secured Loan
Surrey Bidco Limited First Lien Senior Secured Loan (1)
Voltaire Topco Limited Equity Interest (1)
Total Controlled affiliate investment
12,588
603,144
5,360
554,337
16,020
(1)Non-income producing.
Transactions during the year ended December 31, 2025 in which the issuer was either an Affiliated Person or an Affiliated Person that the Company is deemed to control are as follows:
as of
Change in
Realized
Dividend,
December 31,
Gross
Gains
Interest, and
Other
2024
Additions
Reductions
Appreciation
(Losses)
PIK Income
(3,361
Ansett Aviation Training First Lien Senior Secured Loan
4,374
(4,601
934
(707
8,617
9,767
Blackbrush Oil & Gas C/S Equity Interest (1)
3,209
(3,209
DC Blox Equity Interest (1)
DC Blox First Lien Senior Secured Loan
(1,384
DC Blox Preferred Equity (1)
38,523
(37,794
(623
(106
5,230
(5,440
(1,371
(7,346
(4,265
7,334
Direct Travel, Inc First Lien Senior Secured Loan
656
(656
Walker Edison Equity Interest (1)
5,592
(5,592
Walker Edison First Lien Senior Secured Loan (1)
(52
1,040
187
5,393
(6,620
Walker Edison First Lien Senior Secured Loan - Revolver (1)
3,182
(3,089
(61
278
447
(725
1,703
(2,045
736
(873
(266
75,733
5,279
(60,285
12,706
(14,759
146,495
16,131
2,631
(4,849
9,856
5,009
6,933
(2,350
11,405
(3,866
71,813
(7,640
(8,415
2,200
55,408
(11,854
3,623
23,289
45,009
23,850
(6,750
6,639
2,700
57,807
(15,249
4,715
SG Global Midco Limited First Lien Senior Secured Loan (1)
581,714
47,587
(29,639
(15,192
55,593
657,447
52,866
(89,924
In accordance with applicable SEC staff guidance and interpretations, as a BDC, with certain exceptions, the Company is permitted to borrow amounts such that its asset coverage ratio is at least 150% after such borrowing (if certain requirements are met). As of March 31, 2026 and December 31, 2025, the Company’s asset coverage ratio based on aggregated borrowings outstanding was 174.6% and 175.9%, respectively.
The Company’s outstanding borrowings as of March 31, 2026 and December 31, 2025 were as follows:
Total Aggregate
Principal
Amount
Carrying
Committed
Outstanding
Value (1)
272,000
270,265
270,224
300,000
299,786
299,264
March 2030 Notes (2)
348,530
350,860
March 2031 Notes (2)
341,598
855,000
2,127,000
1,467,000
2,077,000
1,473,000
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and year ended December 31, 2025 was 4.6% and 4.8%, respectively.
The combined weighted average borrowings outstanding for the three months ended March 31, 2026 and year ended December 31, 2025 were $1.6 billion and $1.5 billion, respectively.
The following table shows the contractual maturities of our debt obligations as of March 31, 2026:
Payments Due by Period
Less than
More than
1 year
1 — 3 years
3 — 5 years
5 years
Total Debt Obligations
895,000
110
On August 28, 2019, the Company, through BCC Middle Market CLO 2019‑1 LLC (the “2019‑1 Issuer”), a Cayman Islands limited liability company and a wholly-owned and consolidated subsidiary of the Company, and BCC Middle Market CLO 2019‑1 Co-Issuer, LLC (the “Co-Issuer” and, together with the 2019-1 Issuer, the “Co-Issuers”), a Delaware limited liability company, completed its $501.0 million term debt securitization (the “2019‑1 CLO Transaction”). The notes issued in connection with the 2019‑1 CLO Transaction (the “2019‑1 Notes”) are secured by a diversified portfolio of the Co-Issuers consisting primarily of middle market loans, the majority of which are senior secured loans (the “2019‑1 Portfolio”). The Co-Issuers also issued Class A‑1L Loans (the “Loans” and, together with the 2019‑1 Notes, the “2019‑1 Debt”). The Loans are also secured by the 2019‑1 Portfolio. At the 2019‑1 Portfolio closing date, the 2019‑1 Portfolio was comprised of assets transferred from the Company and its consolidated subsidiaries. All transfers were eliminated in consolidation and there were no realized gains or losses recognized in the 2019‑1 CLO Transaction.
On November 30, 2021, the Co-Issuers refinanced the 2019‑1 CLO Transaction through a private placement of $410 million of senior secured and senior deferrable notes consisting of: (i) $282.5 million of Class A‑1‑R Senior Secured Floating Rate Notes, which currently bear interest at the applicable reference rate plus 1.50% per annum; (ii) $55 million of Class A‑2‑R Senior Secured Floating Rate Notes, which bear interest at the applicable reference rate plus 2.00% per annum; (iii) $47.5 million of Class B-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 2.60% per annum; and (iv) $25.0 million of Class C-R Senior Deferrable Floating Rate Notes, which bear interest at the applicable reference rate plus 3.75% per annum (collectively, the “2019‑1 CLO Reset Notes”). As part of the transactions, the 2019-1 Issuer was redomiciled from Cayman to Jersey. The 2019‑1 CLO Reset Notes are scheduled to mature on October 15, 2033 and the reinvestment period ends October 15, 2025. The Company retained $32.5 million of the Class B-R Notes and $25.0 million of the Class C-R Notes. The retained notes by the Company are eliminated in consolidation. The transaction resulted in a realized loss on the extinguishment of debt of $2.3 million from the acceleration of unamortized debt issuance costs. The obligations of the 2019-1 Issuer under the 2019-1 CLO Transaction are non-recourse to the Company.
On June 15, 2023, the Company entered into a Second Supplemental Indenture (“2019-1 Supplemental Indenture”), dated as of June 15, 2023, pursuant to Section 8.1(xxxi) of the Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LTD, as issuer, and Wells Fargo Bank, National Association, as trustee. The 2019-1 Supplemental Indenture provides for, among other things, an adoption of an alternate reference rate of Term SOFR plus 0.26%, effective July 1, 2023.
On July 2, 2025, the Co-Issuers refinanced the 2019‑1 CLO Reset Notes through a $430.3 million term debt securitization in the form of a collateralized loan obligation (the “CLO Reset Transaction”). The CLO Reset Transaction was executed through the issuance by the Co-Issuers of the following classes of notes pursuant to that certain second amended and restated indenture: (i) $232.0 million of Class A-1-RR Senior Secured Floating Rate Notes, which bear interest at the three-month SOFR plus 1.45%; (ii) $16.0 million of Class A-2-RR Senior Secured Floating Rate Notes, which bear interest at the three-month SOFR plus 1.60%; (iii) $24.0 million of Class A-3-RR Senior Secured Floating Rate Notes, which bear interest at the three-month SOFR plus 1.85%; (iv) $32.0 million of Class B-RR Secured Deferrable Floating Rate Notes, which bear interest at the three-month SOFR plus 2.35%; and (v) $24.0 million of Class C-RR Secured Deferrable Floating Rate Notes, which bear interest at the three-month SOFR plus 3.35% (collectively, the “2019-1 CLO Replacement Notes”). The 2019-1 CLO Replacement Notes will mature on July 15, 2036 and the reinvestment period ends April 15, 2027. As of March 31, 2026, the Company retained $32.0 million of the Class B-RR Notes and $24.0 million of the Class C-RR Notes. The retained notes by the Company are eliminated in consolidation. Additionally, the Company holds $102.3 million in membership interests in the 2019-1 Issuer (“Membership Interests”). 100% of the Membership Interests are retained by the Company and eliminated in consolidation. The obligations of the 2019-1 Issuer under the 2019-1 CLO Transaction are non-recourse to the Company.
The 2019‑1 CLO Replacement Notes was executed through a private placement of the following 2019‑1 Debt:
Class A-1-RR Notes
232,000
1.45
5.12
Class A-2-RR Notes
16,000
1.60
5.27
Class A-3-RR Notes
24,000
1.85
5.52
Total 2019-1 Debt
The Company serves as portfolio manager of the 2019‑1 Issuer pursuant to a portfolio management agreement between the Company and the 2019-1 Issuer. For so long as the Company serves as portfolio manager, the Company will not charge any management fee or subordinated interest to which it may be entitled.
During the reinvestment period, pursuant to the indenture and loan agreement governing the 2019‑1 Notes and Loans, respectively, all principal collections received on the underlying collateral may be used by the 2019‑1 Issuer to purchase new collateral under the direction of the Company in its capacity as portfolio manager of the 2019‑1 Issuer and in accordance with the 2019‑1 Issuer investment strategy and the terms of the indenture and loan agreement, as applicable.
The Company has agreed to hold on an ongoing basis the membership interests with an aggregate dollar purchase price at least equal to 5% of the aggregate amount of all obligations issued by the 2019‑1 Co-Issuers for so long as the 2019‑1 Debt remains outstanding.
The 2019‑1 Issuer pays ongoing administrative expenses to the trustee, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2019‑1 Issuer.
As of March 31, 2026, there were 52 first lien senior secured loans with a total fair value of approximately $395.7 million and cash of $11.7 million securing the 2019-1 Debt. As of December 31, 2025, there were 48 first lien senior secured loans with a total fair value of approximately $380.6 million and cash of $26.8 million securing the 2019-1 Debt. Assets that are pledged as collateral for the 2019-1 Debt are not directly available to the creditors of the Company to satisfy any obligations of the Company other than the Company’s obligations under the indenture and loan agreement governing the 2019-1 Debt. The creditors of the 2019-1 Co-Issuers have received security interests in such assets and such assets are not intended to be available to the creditors of the Company (or an affiliate of the Company). The 2019-1 Portfolio must meet certain requirements, including asset mix and concentration, term, agency rating, collateral coverage, minimum coupon, minimum spread and sector diversity requirements in the indenture and loan agreement governing the 2019-1 Debt. As of March 31, 2026, the Company was in compliance with its covenants related to the 2019-1 Debt.
Costs incurred in connection with the offering of the 2019‑1 CLO Reset Notes and the 2019‑1 CLO Replacement Notes have been recorded as debt issuance costs and presented as a reduction to the outstanding principal amount of the 2019‑1 Debt on the Consolidated Statements of Assets and Liabilities and are being amortized over the life using the effective interest method. The balance of the unamortized debt issuance costs was $1.7 million and $1.8 million as of March 31, 2026 and December 31, 2025, respectively.
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the 2019‑1 Co-Issuers were as follows:
Borrowing interest expense
3,556
5,509
Unused facility fee
Amortization of deferred financing costs and upfront commitment fees
Total interest and debt financing expenses
3,597
On March 10, 2021, the Company and U.S. Bank National Association (the “Trustee”), entered into an Indenture (the “Base Indenture”) and First Supplemental Indenture (the “First Supplemental Indenture,” and together with the Base Indenture, the “Indenture”) between the Company and the Trustee. The First Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.95% notes due 2026 (the “March 2026 Notes”).
The March 2026 Notes matured on March 10, 2026. The March 2026 Notes bore interest at a rate of 2.95% per year payable semi-annually on March 10th and September 10th of each year, commencing on September 10, 2021. The March 2026 Notes were general unsecured obligations of the Company that ranked senior in right of payment to all of the Company’s then existing and future indebtedness that was expressly subordinated in right of payment to the March 2026 Notes, ranked pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, ranked effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secured) to the extent of the value of the assets securing such indebtedness, and ranked structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company in connection with the issuance of the March 2026 Notes were approximately $294.3 million, after deducting the underwriting discounts and commissions of $4.4 million and offering expenses of $1.3 million.
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the March 2026 Notes were as follows:
Principal amount of debt
Unamortized debt issuance cost
(122
Original issue discount, net of accretion
Carrying value of March 2026 Notes
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the March 2026 Notes were as follows:
1,696
Amortization of debt issuance cost
160
Accretion of original issue discount
1,910
2,491
On October 13, 2021, the Company and the Trustee entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Second Supplemental Indenture relates to the Company’s issuance of $300.0 million aggregate principal amount of its 2.55% notes due 2026 (the “October 2026 Notes”).
The October 2026 Notes will mature on October 13, 2026 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The October 2026 Notes bear interest at a rate of 2.55% per year payable semi-annually on April 13 and October 13 of each year, commencing on April 13, 2022. The October 2026 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the October 2026 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $293.1 million, after deducting the underwriting discounts and commissions of $6.2 million and offering expenses of $0.7 million.
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the October 2026 Notes were as follows:
(392
(572
(344
(502
Carrying value of October 2026 Notes
113
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the October 2026 Notes were as follows:
1,913
2,251
On December 24, 2021, the Company entered into a senior secured revolving credit agreement (as amended to date, the “Sumitomo Credit Agreement” or the “Sumitomo Credit Facility”) as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. The Credit Agreement is effective as of December 24, 2021.
The facility amount under the Sumitomo Credit Agreement is $300.0 million with an accordion provision to permit increases to the total facility amount up to $1.0 billion. Proceeds of the loans under the Sumitomo Credit Agreement may be used for general corporate purposes of the Company, including, without limitation, repaying outstanding indebtedness, making distributions, contributions and investments, and acquisition and funding, and such other uses as permitted under the Sumitomo Credit Agreement. The original maturity date was December 24, 2026.
On July 6, 2022, the Company entered into the First Amendment to the Sumitomo Credit Agreement. The First Amendment provides for an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $300.0 million to $385.0 million. The First Amendment also replaced the LIBOR benchmark provisions under the Sumitomo Credit Agreement with SOFR benchmark provisions, including applicable credit spread adjustments.
On July 22, 2022, the Company entered into the Increasing Lender/Joinder Lender Agreement (the “Joinder Agreement”), dated as of July 22, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $385.0 million to $485.0 million.
On August 24, 2022, the Company entered into the Second Amendment, which provides for, among other things, an upsize in the total commitments from lenders under the Sumitomo Credit Agreement from $485.0 million to $635.0 million.
On December 14, 2022, the Company entered into a second Increasing Lender/Joinder Lender Agreement (the “Second Joinder Agreement”), dated as of December 14, 2022, pursuant to Section 2.08(e) of the Sumitomo Credit Agreement. The Second Joinder Agreement provides for, among other things, an upsize in the total commitments from lenders under the revolving credit facility governed by the Sumitomo Credit Agreement from $635.0 million to $665.0 million.
On May 20, 2024, the Company entered into the Third Amendment to the Sumitomo Credit Agreement (the “Third Amendment”). The Third Amendment provides for, among other things, (i) an extension of the revolver availability period from December 24, 2025 to May 19, 2028, (ii) an extension of the scheduled maturity date from December 24, 2026 to May 18, 2029, (iii) the conversion of a portion of the existing revolver availability into term loan availability, (iv) an upsize in the total facility amount from $665,000,000 to $855,000,000, (v) an increase in the accordion provision to permit increases to a total facility amount of up to $1,500,000,000, (vi) the reduction of the credit adjustment spread for term benchmark loans denominated in Dollars, from 0.10% for one-month tenor loans, 0.15% for three-month tenor loans and 0.25% for six-month tenor loans to 0.10% for all loan tenors, and (vii) the joinder of new lenders to the Sumitomo Credit Agreement.
Interest under the Sumitomo Credit Agreement for (i) loans for which the Company elects the base rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at an “alternate base rate” (which is the greater of zero and the highest of (a) the prime rate as published in the print edition of The Wall Street Journal, Money Rates Section, (b) the federal funds effective rate plus 0.5% and (c) the one-month Eurocurrency rate plus 1% per annum) plus 0.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, the alternate base rate plus 0.875% per annum; (ii) loans for which the Company elects the Eurocurrency option, (A) if the borrowing base is equal to or greater
114
than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.75% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to the Eurocurrency rate plus 1.875% per annum; and (iii) loans for which the Company elects the risk-free-rate option, (A) if the borrowing base is equal to or greater than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.8693% per annum and (B) if the borrowing base is less than the product of 1.60 and the revolving credit exposure, is payable at a rate equal to risk-free-rate plus 1.9943% per annum. The Company pays a commitment fee of 37.5 basis points (0.375%) on the average daily unused amount of the dollar commitment.
The Sumitomo Credit Agreement includes customary affirmative and negative covenants, including certain limitations on the incurrence of additional indebtedness and liens, as well as usual and customary events of default for revolving credit facilities of this nature. As of March 31, 2026, the Company was in compliance with its covenants related to the Sumitomo Credit Facility.
As of March 31, 2026 and December 31, 2025, there were $195.0 million and $251.0 million of borrowings under the Sumitomo Credit Facility.
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the Sumitomo Credit Facility were as follows:
2,484
4,456
544
259
3,385
5,258
On February 6, 2025, the Company and the Trustee entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture between the Company and the Trustee. The Third Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 5.95% notes due 2030 (the “March 2030 Notes”).
The March 2030 Notes will mature on March 15, 2030 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The March 2030 Notes bear interest at a rate of 5.95% per year payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. The March 2030 Notes are general unsecured obligations of the Company that rank senior in right of payment to all the Company's existing and future indebtedness that is expressly subordinated in right of payment to the March 2030 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $341.4 million, after deducting the underwriting discounts and commissions of $7.5 million and offering expenses of $1.1 million.
In connection with the March 2030 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the March 2030 Notes, the Company receives a fixed interest rate of 5.95% per annum receivable semiannually on March 15 and September 15 of each year, and pays a floating interest rate of SOFR + 1.90% per annum payable quarterly on March 15, June 15, September 15, and December 15 of each year, on $350 million of the March 2030 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives” for additional detail.
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the March 2030 Notes were as follows:
(3,552
(3,773
(3,081
(3,273
Effective interest rate swap hedge
5,163
7,906
Carrying value of March 2030 Notes
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the March 2030 Notes were as follows:
5,206
3,124
221
Interest rate swaps
(264
Hedged items
(45
3,363
On January 29, 2026, the Company and the Trustee entered into a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”) to the Base Indenture (the Base Indenture together with the Fourth Supplemental Indenture, the “New Indenture”). The Fourth Supplemental Indenture relates to the Company’s issuance of $350.0 million aggregate principal amount of its 5.95% notes due 2031 (the “March 2031 Notes”).
The March 2031 Notes will mature on March 1, 2031 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the New Indenture. The March 2031 Notes bear interest at a rate of 5.95% per year payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2026. The March 2031 Notes are general unsecured obligations of the Company that rank senior in right of payment to all of the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the March 2031 Notes, rank pari passu with all existing and future unsecured unsubordinated indebtedness issued by the Company, rank effectively junior to any of the Company’s secured indebtedness (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
The net proceeds to the Company were approximately $341.7 million, after deducting the underwriting discounts and commissions of $7.2 million and offering expenses of $1.1 million.
In connection with the March 2031 Notes, the Company entered into an interest rate swap to more closely align the interest rates of the Company’s liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. Under the interest rate swap agreement related to the March 2031 Notes, the Company receives a fixed interest rate of 5.95% per annum receivable semiannually on March 1 and September 1 of each year, and pays a floating interest rate of SOFR + 2.28% per annum payable quarterly on March 1, June 1, September 1, and December 1 of each year, on $350 million of the March 2031 Notes. The Company designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship. Please see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives” for additional detail.
As of March 31, 2026 and December 31, 2025, the components of the carrying value of the March 2031 Notes were as follows:
(4,435
(3,605
(362
Carrying value of March 2031 Notes
For the three months ended March 31, 2026 and 2025, the components of interest expense related to the March 2031 Notes were as follows:
3,587
(63
3,799
In the normal course of business, the Company enters into derivative financial instruments to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures. The fair value of derivative contracts open as of March 31, 2026 and December 31, 2025 is included on the consolidated schedules of investments by contract.
The Company presents derivatives on a net basis by counterparty on the Consolidated Statements of Assets and Liabilities. The Company has elected not to offset assets and liabilities in the Consolidated Statements of Assets and Liabilities that may be received or paid as part of collateral arrangements, even when an enforceable master netting arrangement or other arrangement is in place that provides the Company, in the event of counterparty default, the right to liquidate collateral and the right to offset a counterparty’s rights and obligations.
The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of March 31, 2026:
117
Net amount of
Gross amount of
assets or
(liabilities)
Account in the
assets on the
on the
presented on the
consolidated
statements of
Cash Collateral
assets
assets and
paid
Net
and liabilities
liabilities
(received) (1)
Amounts (2)
Unrealized depreciation on forward currency contracts
(2,097
(1,058
1,058
(850
850
Unrealized appreciation on forward currency contracts
511
(291
472
(1,303
(831
(4,760
The following table presents both gross and net information about derivative instruments eligible for offset in the Consolidated Statements of Assets and Liabilities as of December 31, 2025:
134
(4,353
(4,219
4,219
(1,927
(1,082
1,037
(1,901
(1,878
(7,976
For the three months ended March 31, 2026 and 2025, the Company’s average U.S. dollar notional exposure to forward currency exchange contracts was $199.5 million and $146.3 million, respectively, and the average notional exposure for interest rate swaps was $525.0 million and $175 million, respectively.
The effect of transactions in derivative instruments to the Consolidated Statements of Operations during the three months ended March 31, 2026 and 2025 was as follows:
Net realized gain (loss) on forward currency exchange contracts
Total net realized and unrealized gain (loss) on forward currency exchange contracts
(4,478
Included in total net gains (losses) on the Consolidated Statements of Operations are net gains (losses) of ($2.9) million and $4.3 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2026 and 2025, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $3.6 million and ($4.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.7 million and ($0.2) million for the three months ended March 31, 2026 and 2025, respectively.
The Company's interest rate swaps have been designated in a qualifying hedge accounting relationship. Net realized and unrealized gains and losses for the three months ended March 31, 2026 and 2025, for the Company’s interest rate swap, are in the following locations in the Consolidated Statement of Operations:
Financial Statement Location
(262
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2026:
Date Declared
Record Date
Payment Date
Per Share
Distributions
February 26, 2026
March 16, 2026
March 30, 2026
27,245
Total distributions declared
The distributions declared during the three months ended March 31, 2026 were derived from investment company taxable income and net capital gain, if any.
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025:
February 27, 2025
March 17, 2025
0.03
1,946
(1)
0.45
29,191
(1) Represents a special dividend.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon the Company’s investment company taxable income for the full fiscal year and distributions paid during the full year.
The Company has authorized 100,000,000,000 shares of common stock with a par value of $0.001 per share. The Company has authorized 10,000,000,000 shares of its preferred stock with a par value of $0.001 per share. Shares of preferred stock have not been issued.
Prior to the IPO, the Company had issued 43,982,137.46 shares in the private placement of the Company’s common stock (the “Private Offering”). Each investor had entered into a separate subscription agreement relating to the Company’s common stock (the “Subscription Agreements”). Each investor had made a capital commitment to purchase shares of the Company’s common stock
119
pursuant to the Subscription Agreements. Investors were required to make capital contributions to purchase shares of the Company’s common stock each time the Company delivered a drawdown notice, which were delivered at least 10 business days prior to the required funding date in an aggregate amount not to exceed their respective capital commitments. The number of shares to be issued to a stockholder was determined by dividing the total dollar amount of the contribution by a stockholder by the net asset value per share of the common stock as of the last day of the Company’s fiscal quarter or such other date and price per share as determined by the Board in accordance with the requirements of the 1940 Act. As of December 31, 2018, aggregate commitments relating to the Private Offering were $1.3 billion. All outstanding commitments related to these Subscription Agreements were cancelled due to the completion of the IPO on November 15, 2018. As of March 31, 2026 and December 31, 2025, the Advisor contributed in aggregate $8.9 million and $8.9 million to the Company and received 488,212.35 and 488,212.35 shares of the Company, respectively. At March 31, 2026 and December 31, 2025, the Advisor owned 0.00% and 0.00%, respectively, of the outstanding common stock of the Company.
On November 19, 2018, the Company closed its IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated proceeds, before expenses, of $147.3 million. All outstanding commitments were cancelled due to the completion of the initial public offering.
There have been no shares issued or proceeds received related to capital drawdowns delivered pursuant to the Subscription Agreements, issuance of common stock. There have been 0 shares and 52,336 shares, respectively, issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2026 and 2025.
On May 7, 2019, the Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of March 31, 2026, there have been no repurchases of common stock.
On February 27, 2025, the Company entered into equity distribution agreements (each, an “Equity Distribution Agreement”), by and among the Company, the Advisor and, severally and not jointly, each of Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. (the “Sales Agents”) in connection with the sale of shares of the Company’s common stock by the Company, par value $0.001 per share of common stock, having an aggregate offering price of up to $250.0 million, in amounts and at times to be determined by the Company (the “Offering”). Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions and the market price of the common stock.
Each Equity Distribution Agreement provides that the Company may offer and sell the common stock from time to time through the Sales Agents, or to them. Sales of the common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or any similar securities exchange or sales made to or through a market maker other than on a securities exchange, at prices related to the prevailing market prices or at negotiated prices. Pursuant to the terms of each Equity Distribution Agreement, each Sales Agent will receive a commission from the Company of up to 1.50% of the gross sales price of any common stock sold through the relevant Sales Agent under its Equity Distribution Agreement. Each Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, indemnification rights and other obligations of the parties and termination provisions.
The Company may from time to time issue and sell common stock through public or “at the market” offerings. No common stock was issued and sold through public or “at the market” offerings during the three months ended March 31, 2026. In connection with the issuance of common stock, the Company issued and sold common stock during the three months ended March 31, 2025 as follows:
Number of Shares of Common
Underwriting Fees/
Average Offering
Issuances of Common Stock
Stock Issued
Gross Proceeds
Offering Expenses
Net Proceeds
Price Per Share
“At the market” offerings
253.9
4,574.7
23.2
4,551.4
18.02
Commitments
The Company’s investment portfolio may contain debt investments that are in the form of lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
As of March 31, 2026, the Company had $442.6 million of unfunded commitments under loan and financing agreements as follows:
Portfolio Company & Investment
Expiration Date(1)
Unfunded Commitments(2)
A&R Logistics, Inc. - Revolver
ACAMS - Revolver
1,413
Accident Care Alliance Holdco LLC - Delayed Draw
Accident Care Alliance Holdco LLC - Revolver
1,962
Advanced Aircrew - Revolver
AeriTek Global CAD Acquisition Inc. - Revolver
AgroFresh Solutions - Revolver
3,149
AGS American Glass Services Acquisition, LLC - Delayed Draw
903
AGS American Glass Services Acquisition, LLC - Revolver
Allbridge - Delayed Draw
2,841
Allbridge - Revolver
Alldent Holding GmbH - Delayed Draw
462
Allworth Financial Group, L.P. - Revolver
2,816
Allworth Financial Group, L.P. - Delayed Draw
2,781
Alogent Holdings, Inc. - Delayed Draw
5,611
Alogent Holdings, Inc. - Revolver
1,602
AMI - Revolver
4,563
AOM Infusion - Delayed Draw
228
AOM Infusion - Revolver
AP Plastics Group, LLC - Delayed Draw
Apollo Intelligence - Revolver
Applitools - Revolver
3,430
Appriss - Delayed Draw
3,566
Appriss - Revolver
Appriss Holdings, Inc. - Revolver
Arctic Glacier U.S.A., Inc. - Revolver
ASP-r-pac Acquisition Co LLC - Revolver
209
ATS - Revolver
2,872
Awayday - Revolver
1,136
AXH Air Coolers - Revolver
5,504
AXH Air Coolers - Delayed Draw
3,811
Beacon Specialized Living - Delayed Draw
7,989
Beacon Specialized Living - Revolver
1,282
Beneficium - Delayed Draw
BLI Buyer, Inc. - Delayed Draw
3,211
BLI Buyer, Inc. - Revolver
Bridger Aerospace Group Holdings, Inc. - Delayed Draw
2,516
Bridger Aerospace Group Holdings, Inc. - Revolver
606
BTX Precision - Revolver
2,948
BTX Precision - Delayed Draw
6,977
Chase Industries, Inc. - Revolver
1,090
Chex Finer Foods, LLC - Delayed Draw
8,410
Chex Finer Foods, LLC - Revolver
2,902
Chilton - Delayed Draw
Chilton - Revolver
1,961
Choreo - Delayed Draw
5,091
City BBQ - Delayed Draw
9,476
City BBQ - Revolver
Comet BidCo Limited - Delayed Draw
Comet BidCo Limited - Revolver
CorePower Yoga, LLC - Delayed Draw
1,890
CorePower Yoga, LLC - Revolver
CRH Healthcare Purchaser, Inc. - Delayed Draw
1,980
CRH Healthcare Purchaser, Inc. - Revolver
792
Darcy Partners - Revolver
279
Datix Bidco Limited - Delayed Draw
2,861
Datix Bidco Limited - Revolver
2,283
Discovery Senior Living - Delayed Draw
Discovery Senior Living - Revolver
2,360
Duraco - Revolver
1,195
Easy Ice - Delayed Draw
6,810
Easy Ice - Revolver
2,194
Efficient Collaborative Retail Marketing Company, LLC - Revolver
1,133
EHE Health - Revolver
Electronic Merchant Systems - Revolver
1,959
Elevation NewCo, LLC - Delayed Draw
1,352
Elevation NewCo, LLC - Revolver
542
Engineered Products Co., LLC - Revolver
530
E-Tech Group - Revolver
EXT Acquisitions, Inc. - Delayed Draw
793
EXT Acquisitions, Inc. - Revolver
Facts Global Energy - Delayed Draw
6,308
FC DOLMANS B.V. - Delayed Draw
1,117
Fiduciaire Jean-Marc Faber (FJMF) - Delayed Draw
3,692
Fifty U.S. Bidco Inc - Delayed Draw
2,940
Fifty U.S. Bidco Inc - Revolver
1,548
Forward Slope - Revolver
7,319
G-3 Frax Acquisition LLC - Revolver
G702 Buyer, Inc. - Revolver
772
Govineer Solutions (fka Black Mountain) - Delayed Draw
Govineer Solutions (fka Black Mountain) - Revolver
4,463
Gulf Winds International - Revolver
910
Harbor IT, LLC - Delayed Draw
Harbor IT, LLC - Revolver
Heads Up Technologies, Inc. - Revolver
1,768
HealthDrive - Revolver
2,111
HealthDrive - Delayed Draw
4,120
Hellers - Delayed Draw
Hempz - Revolver
HLSG Intermediate, LLC - Delayed Draw
2,485
HLSG Intermediate, LLC - Revolver
995
Humic Acquisition Holdings, LLC - Revolver
1,456
ICAT Logistics, Inc. - Delayed Draw
2,852
ICAT Logistics, Inc. - Revolver
843
ImageTrend - Revolver
4,000
Intoxalock - Revolver
KAMC Holdings, Inc. - Revolver
761
Lightspeed Buyer, Inc. - Delayed Draw
5,806
Lightspeed Buyer, Inc. - Revolver
Lindstrom, LLC - Revolver
1,099
LogRhythm - Revolver
835
Mach Acquisition R/C - Revolver
2,511
Master ConcessionAir - Delayed Draw
Master ConcessionAir - Revolver
McLarens Acquisition Inc. - Revolver
170
McLarens Acquisition Inc. - Delayed Draw
1,641
313
Meriplex Communications, Ltd. - Revolver
349
Meteor UK Bidco Limited - Revolver
Monarch Collective Holdings, LLC - Delayed Draw
3,313
Monarch Collective Holdings, LLC - Revolver
Monarch Finco, LLC - Delayed Draw
Monarch Finco, LLC - Revolver
Morrow Sodali - Revolver
2,127
MRHT - Delayed Draw
2,363
MRHT - Revolver
1,569
Nafinco - Delayed Draw
787
Nafinco - Revolver
NearMap - Revolver
4,652
4,078
New Look Vision Group - Revolver
1,205
New Milani Group LLC - Delayed Draw
425
New Milani Group LLC - Revolver
1,275
Odyssey Behavioral Health - Revolver
7,280
OGH Bidco Limited - Delayed Draw
5,207
Owl Acquisition, LLC - Delayed Draw
Owl Acquisition, LLC - Revolver
1,915
PayRange - Revolver
4,144
Pharmacy Partners - Revolver
5,491
Plaskolite PPC Intermediate II LLC - Revolver
PMA - Revolver
PPT Group - Delayed Draw
4,373
PPT Group - Revolver
Precision Concepts Parent Inc. - Revolver
288
PRGX - Delayed Draw
5,464
Pricelabs Revenue Inc. - Delayed Draw
554
Pricelabs Revenue Inc. - Revolver
276
Psychiatric Medical Care LLC - Revolver
2,004
Pure Wafer - Revolver
Pyramid Global Hospitality - Revolver
3,482
QPE Alpha 4 Pty Ltd ACN 664 132 530 - Delayed Draw
Reconomy - Delayed Draw
2,620
Red Nucleus - Delayed Draw
2,887
Red Nucleus - Revolver
RedMed Operations (Collage Rehabilitation) - Delayed Draw
5,251
RedMed Operations (Collage Rehabilitation) - Revolver
1,891
RetailNext - Revolver
776
Revalize, Inc. - Revolver
871
RoadOne - Revolver
464
RoC Skincare - Revolver
Saturn Purchaser Corp. - Revolver
6,716
SauceCo HoldCo, LLC - Revolver
3,358
SensorTower - Revolver
1,057
Service Master - Revolver
Simplicity - Delayed Draw
1,365
Simplicity - Revolver
4,348
Solairus - Delayed Draw
7,274
Solaray, LLC - Revolver
Spring Finco BV - Delayed Draw
4,483
Substantial Holdco Limited - Delayed Draw
429
Summer Fridays, LLC - Revolver
860
Sunmed Group Holdings, LLC - Revolver
Superna Inc. - Delayed Draw
Superna Inc. - Revolver
SureWerx - Delayed Draw
1,074
SureWerx - Revolver
839
Taoglas - Revolver
Titan Cloud Software, Inc - Revolver
2,389
TL Sapphire Parent, Inc. - Delayed Draw
TL Sapphire Parent, Inc. - Revolver
1,508
TLC Purchaser, Inc. - Revolver
5,713
V Global Holdings LLC - Revolver
6,150
Vasa Fitness, LLC - Delayed Draw
Vasa Fitness, LLC - Revolver
Vatica Health, Inc. - Revolver
947
Vessco Water - Delayed Draw
256
Vessco Water - Revolver
1,112
Walker Edison - Delayed Draw
Wealth Enhancement Group (WEG) - Revolver
1,220
Wealth Enhancement Group (WEG) - Delayed Draw
5,054
Webcentral - Delayed Draw
Whitcraft-Paradigm - Revolver
1,770
Whitcraft-Paradigm - Delayed Draw
WSHP Cottonwood Buyer, LLC - Delayed Draw
3,900
WSHP Cottonwood Buyer, LLC - Revolver
2,926
WSP - Revolver
WU Holdco, Inc. - Delayed Draw
5,460
WU Holdco, Inc. - Revolver
Zeus Fire & Security - Revolver
1,580
442,597
124
As of December 31, 2025, the Company had $464.8 million of unfunded commitments under loan and financing agreements as follows:
Expiration Date (1)
Unfunded Commitments (2)
1,604
2,151
469
976
1,966
766
Avalon Bidco Limited - Delayed Draw
2,113
Awayday - Delayed Draw
7,983
9,695
2,141
4,211
2,910
7,872
13,267
168
2,163
1,753
DTIQ - Delayed Draw
5,375
DTIQ - Revolver
3,226
1,593
7,265
1,827
598
1,298
Facts Global Energy - Revolver
3,754
296
1,100
Gills Point S - Revolver
1,933
2,754
Humic Acquisition Holdings, LLC - Delayed Draw
126
4,114
JHCC Holdings, LLC - Revolver
992
Mach 1 Bidco Limited - Delayed Draw
143
1,670
1,634
1,595
800
504
1,191
5,301
Pollo Tropical - Revolver
972
334
Pure Wafer - Delayed Draw
594
3,663
2,386
1,242
402
4,757
5,512
4,538
Soundwide, GmbH - Delayed Draw
959
4,323
611
1,140
3,428
5,660
963
578
8,612
2,633
464,818
Contingencies
In the normal course of business, the Company may enter into certain contracts that provide a variety of indemnities. The Company’s maximum exposure under these indemnities is unknown as it would involve future claims that may be made against the Company. Currently, the Company is not aware of any such claims and no such claims are expected to occur. As such, the Company does not consider it necessary to record a liability in this regard.
The following is a schedule of financial highlights for the three months ended March 31, 2026 and 2025:
Per share data:
Net asset value at beginning of period
17.65
Net investment income (1)
Net realized loss (1)(7)
(0.19
(0.41
Net change in unrealized appreciation (1)(2)(8)
(0.18
0.35
Net increase in net assets resulting from operations (1)(9)(10)
Stockholder distributions from income (3)
(0.42
(0.45
Net asset value at end of period
Shares outstanding at end of period
Per share market value at end of period
12.40
16.60
Total return based on market value (11)
(7.84
(2.68
Total return based on net asset value (4)
0.30
2.51
Ratios:
Ratio of net investment income to average net assets (5)(12)
11.72
12.29
Ratio of total expenses to average net assets (5)(12)
12.30
Supplemental data:
Ratio of interest and debt financing expenses to average net assets (5) (12)
7.35
6.72
Ratio of expenses (without incentive fees) to average net assets (5) (12)
11.80
11.26
Ratio of incentive fees and management fees, net of contractual and voluntary waivers, to average net assets (5) (12)
3.80
3.42
Average principal debt outstanding
1,560,467
1,437,769
Portfolio turnover (6)
10.06
Note 12. Subsequent Events
The Company’s management has evaluated the events and transactions that have occurred through May 11, 2026, the issuance date of the Consolidated Financial Statements, and noted no items requiring disclosure in this Form 10-Q or adjustment of the Consolidated Financial Statements.
The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. The discussion and analysis contained in this section refers to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing elsewhere in this report. Please see “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Forward-Looking Statements” appearing elsewhere in this report.
Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by the Advisor, a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). Since we commenced operations on October 13, 2016 through March 31, 2026, we have invested approximately $9,975.9 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.
On November 19, 2018, we closed our initial public offering (the “IPO”) issuing 7,500,000 shares of our common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018.
Our primary focus is capitalizing on opportunities within Bain Capital Credit's Senior Direct Lending Strategy, as defined below, which seeks to provide risk-adjusted returns and current income to investors by investing primarily in middle-market direct lending opportunities across North America, Europe and Australia and also in other geographic markets. We use the term "middle market" to refer to companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, we may, from time to time, invest in larger or smaller companies. We focus on senior investments with a first or second lien on collateral and strong structures and documentation intended to protect the lender (including “unitranche” loans, which are loans that combine both senior and mezzanine debt). We generally seek to retain effective voting control in respect of the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We may also invest in mezzanine debt and other junior securities, including common and preferred equity and in secondary purchases of assets or portfolios, on an opportunistic basis, but such investments are not the principal focus of our investment strategy. We may also invest, from time to time, in distressed debt, debtor-in-possession loans, structured products, structurally subordinate loans, investments with deferred interest features, zero-coupon securities and defaulted securities. Our debt investments may be fixed or floating interest rates, and our floating rate investments may utilize one or more reference rates, such as SOFR. Our investments are subject to a number of risks.
We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees, dividends on direct equity investments and capital gains on the sales of investments. The companies in which we invest use our capital for a variety of reasons, including to support organic growth, to fund changes of control, to fund acquisitions, to make capital investments and for refinancing and recapitalizations.
Leverage is utilized to help the Company meet its investment objective. Any such leverage, if incurred, is expected to increase the total capital available for investment by the Company. As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.
We may invest in debt securities which are either rated below investment grade or not rated by any rating agency but, if they were rated, would be rated below investment grade. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
Our level of investment activity may vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle-market companies, the level of merger and acquisition activity for such companies, the
level of investment and capital expenditures of such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.
As a BDC, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act, unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Pursuant to rules adopted by the SEC, “eligible portfolio companies” include certain companies that do not have any securities listed on a national securities exchange and public companies whose securities are listed on a national securities exchange but whose market capitalization is less than $250 million.
As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.
Revenues
We primarily generate revenue in the form of interest income on debt investments and distributions on equity investments and, to a lesser extent, capital gains, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or payment-in-kind (“PIK”) interest. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date. In addition, we may generate revenue in the form of commitment, origination, structuring or diligence fees, fees for providing managerial assistance and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts into or against income over the life of the loan. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2026 and December 31, 2025, 92.6% and 92.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies.
Our primary operating expenses include the payment of fees to our Advisor under the Amended Advisory Agreement, our allocable portion of overhead expenses under the administration agreement (the “Administration Agreement”) and other operating costs, including those described below. The Base Management Fee and Incentive Fee compensate our Advisor for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
To the extent that expenses to be borne by us are paid by the Administrator, we will generally reimburse the Administrator for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.
We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of March 31, 2026, the Company’s asset coverage was 174.6%.
The Advisor’s investment process can be broken into five processes: (1) Sourcing and Idea Generation, (2) Investment Diligence & Recommendation, (3) Credit Committee Approval, (4) Portfolio Construction and (5) Portfolio & Risk Management.
Sourcing and Idea Generation
The investment decision-making process begins with sourcing ideas. Bain Capital Credit’s Private Credit Group interacts with a broad and deep set of global sourcing contacts, enabling the group to generate a large set of middle-market investment opportunities. Further enhancing the sourcing capability of the core Private Credit Group are Bain Capital Credit’s industry groups, Trading Desk, and the Bain Capital Special Situations team. The team has extensive contacts with private equity firms. Relationships with banks, a variety of advisors and intermediaries and a handful of unique independent sponsors compose the remainder of the relationships. Through these sourcing efforts the Private Credit Group has built a sustainable deal funnel, which has generated hundreds of opportunities to review annually.
Investment Diligence & Recommendation
Our Advisor utilizes Bain Capital Credit’s bottom-up approach to investing, and it starts with the due diligence. The Private Credit Group works with the close support of Bain Capital Credit’s industry groups on performing due diligence. This process typically begins with a detailed review of the offering memorandum as well as Bain Capital Credit’s own independent diligence efforts, including in-house materials and expertise, third-party independent research and interviews, and hands-on field checks where appropriate. For deals that progress beyond an initial stage, the team will schedule one or more meetings with company management, facilities visits and also meetings with the sponsor in order to ask more detailed questions and to better understand the sponsor’s view of the business and plans for it going forward. The team’s diligence work is summarized in investment memorandums and accompanying credit packs. Work product also includes full models and covenant analysis. The approval process itself is iterative, involving multiple levels of discussion and approval.
Credit Committee Approval
Given Bain Capital Credit’s broad and diverse range of investment strategies, we tailor our investment decision-making process by strategy to provide a robust and comprehensive discussion of both individual investments and the applicable portfolio(s) under consideration. We believe that this flexible approach provides a rigorous investment decision-making process that allows us to be nimble across a variety of market environments while still maintaining high credit underwriting standards.
Our investments require approval from at least the Private Credit Investment Committee, which includes three Partners in the Private Credit Group as standing members: Michael Ewald, Mike Boyle, and Carolyn Hastings. Ad hoc members may also be included in the Private Credit Investment Committee for certain types of investments.
Portfolio Construction
Portfolio construction is largely the responsibility of the portfolio managers. The portfolio managers will construct the portfolio using a set of approved investments. While the decision to buy generally requires approval from at least the Private Credit Investment Committee, the decision to sell securities is at the sole discretion of the portfolio managers. For middle-market holdings, the path to exit an investment is discussed at credit committee meetings, including restructurings, acquisitions and sale to strategic buyers. Since most middle-market investments are illiquid, exits are driven primarily by a sale of the portfolio company or a refinancing of the portfolio company’s debt.
Portfolio & Risk Management
Our Advisor utilizes Bain Capital Credit’s Private Credit Group for the daily monitoring of its respective credits after an investment has been made. Our Advisor believes that the ongoing monitoring of financial performance and market developments of
portfolio investments is critical to successful investment management. Accordingly, our Advisor is actively involved in an on-going portfolio review process and attends board meetings. To the extent a portfolio investment is not meeting our Advisor’s expectations, our Advisor takes corrective action when it deems appropriate, which may include raising interest rates, gaining a more influential role on its board, taking warrants and, where appropriate, restructuring the balance sheet to take control of the company. Our Advisor will utilize the Bain Capital Credit Risk and Oversight Committee. The Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk, counterparty risk and firm-wide risk issues. In addition to the methods noted above, there are a number of proprietary methods and tools used through all levels of Bain Capital Credit to manage portfolio risk.
During the three months ended March 31, 2026, we invested $243.2 million, including PIK, in 107 portfolio companies, and had $255.4 million in aggregate amount of principal repayments and sales, resulting in a net decrease in investments of $12.2 million for the period. Of the $243.2 million invested during the three months ended March 31, 2026, $83.7 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
During the three months ended March 31, 2025, we invested $277.2 million, including PIK, in 89 portfolio companies, and had $246.4 million in aggregate amount of principal repayments and sales, resulting in a net increase in investments of $30.8 million for the period. Of the $277.2 million invested during the three months ended March 31, 2025, $123.8 million was related to drawdowns on delayed draw term loans and revolvers of our portfolio companies.
The following table shows the composition of the investment portfolio and associated yield data as of March 31, 2026 (dollars in thousands):
Weighted Average
Yield (1)(2)
at
Percentage of
Amortized
Total Portfolio
12.8
15.2
6.4
N/A
Subordinated Notes in Investment Vehicles (3)
Preferred Equity Interest in Investment Vehicles (3)
Equity Interests in Investment Vehicles (3)
39.7
The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2025 (dollars in thousands):
10.5
5.9
Preferred Equity Interests in Investment Vehicles (3)
16.7
The following table presents certain selected information regarding our investment portfolio as of March 31, 2026:
Number of portfolio companies
Percentage of debt bearing a floating rate (1)
92.6
Percentage of debt bearing a fixed rate (1)
7.4
The following table presents certain selected information regarding our investment portfolio as of December 31, 2025:
92.2
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The following table shows the amortized cost and fair value of our performing and non-accrual investments as of March 31, 2026 (dollars in thousands):
Percentage atAmortized Cost
Percentage atFair Value
Performing
2,446,877
98.6
2,455,597
99.4
Non-accrual
35,981
15,201
The following table shows the amortized cost and fair value of our performing and non-accrual investments as of December 31, 2025 (dollars in thousands):
Percentage at
2,466,274
98.5
2,489,360
99.2
36,393
19,081
Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2026, there were eleven loans from six issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2025, there were twelve loans from six issuers placed on non-accrual in the Company’s portfolio.
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of March 31, 2026 (dollars in thousands):
AmortizedCost
Percentageof Total
FairValue
66.5
65.1
5.2
14.7
2,516,450
2,504,986
The following table shows the amortized cost and fair value of the investment portfolio, cash and cash equivalents and foreign cash as of December 31, 2025 (dollars in thousands):
63.4
62.3
3.7
8.8
14.0
2,477
2,560,903
2,567,351
Our Advisor monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Advisor has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
Our Advisor rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3 or 4, our Advisor enhances its level of scrutiny over the monitoring of such portfolio company. Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
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The following table shows the composition of our portfolio on the 1 to 4 rating scale as of March 31, 2026 (dollars in thousands):
Investment Performance Rating
Number ofCompanies (1)
2,343,504
94.9
93.9
104,006
The following table shows the composition of our portfolio on the 1 to 4 rating scale as of December 31, 2025 (dollars in thousands):
Number of
Companies(1)
2,378,872
94.8
93.5
103,166
19,084
On February 9, 2021, the Company and Pantheon (“Pantheon”), a leading global alternative private markets manager, formed the International Senior Loan Program, LLC (“ISLP”), an unconsolidated joint venture. ISLP invests primarily in non-US first lien senior secured loans. ISLP was formed as a Delaware limited liability company. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments.
As of March 31, 2026, the Company had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $254.3 million. The Company has contributed $254.3 million in capital and has $0.0 million in unfunded capital contributions. As of March 31, 2026, Pantheon had commitments with respect to its equity and subordinated note interests of ISLP in the aggregate amount of $149.2 million. Pantheon had contributed $149.2 million in capital and has $0.0 million in unfunded capital contributions. The Company and Pantheon each appointed two members to ISLP’s four-person Member Designees’ Committee. All material decisions with respect to ISLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in ISLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control ISLP due to the allocation of voting rights among ISLP members.
As of March 31, 2026, ISLP had $711.9 million in debt and equity investments, at fair value. The following table is a summary of ISLP’s portfolio at fair value:
On February 9, 2022, the Company, and an entity advised by Amberstone Co., Ltd. (“Amberstone”), a credit focused investment manager that advises institutional investors, committed capital to a newly formed joint venture, Bain Capital Senior Loan Program, LLC (“SLP”). Pursuant to an amended and restated limited liability company agreement (the “LLC Agreement”) between the Company and Amberstone, each such party has a 50% economic ownership interest in SLP. SLP will seek to invest primarily in senior secured first lien loans of U.S. borrowers.
As of March 31, 2026, the Company’s investment in SLP consisted of subordinated notes of $166.9 million, preferred equity interests of $1.8 million and equity interests of $3.6 million. As of December 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.8 million and equity interests of $5.0 million. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members.
The following table is a summary of SLP’s portfolio at fair value:
Less: Income taxes, including excise tax
Net increase in net assets resulting from operations can vary from period to period as a result of various factors, including additional financing, new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio. Due to these factors, comparisons may not be meaningful.
Investment Income
The composition of our investment income for the three months ended March 31, 2026 and 2025 was as follows (dollars in thousands):
49,368
50,828
6,511
8,707
6,625
2,875
Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $49.4 million for the three months ended March 31, 2026 from $50.8 million for the three months ended March 31, 2025, primarily due to a decrease in yield of the investment portfolio. Dividend income increased to $6.6 million for the three months ended March 31, 2026 from $6.5 million for the three months ended March 31, 2025, primarily due to an increase in dividend income from SLP and ISLP. PIK income increased to approximately $8.7 million for the three months ended March 31, 2026 from $6.6 million for the three months ended March 31, 2025, primarily due to an increase in the number of investments earning PIK income, including new investments underwritten with PIK income and amendments to existing investments. Other income decreased to approximately $1.5 million for the three months ended March 31, 2026 from $2.9 million for the three months ended March 31, 2025, primarily due to a decrease in commitment and upfront fees earned on certain investments. As of March 31, 2026, the weighted average yield of our investment portfolio decreased to 10.8% from 11.5% as of March 31, 2025, at amortized cost.
Operating Expenses
The composition of our operating expenses for the three months ended March 31, 2026 and 2025 were as follows (dollars in thousands):
Interest and Debt Financing Expenses
Interest and debt financing expenses on our borrowings totaled approximately $20.3 million and $18.9 million for the three months ended March 31, 2026 and 2025, respectively. Interest and debt financing expense for the three months ended March 31, 2026 as compared to March 31, 2025 increased primarily due to an increase in debt outstanding for the period. The weighted average principal debt balance outstanding for the three months ended March 31, 2026 was $1.6 billion compared to $1.4 billion for the three months ended March 31, 2025.
The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and the year ended December 31, 2025 was 4.6% and 4.8%, respectively.
Management Fee
Management fee (net of waivers) was $9.1 million for the three months ended March 31, 2026 and $9.1 million for the three months ended March 31, 2025. Management fee (gross of waivers) was $9.1 million for the three months ended March 31, 2026 and $9.1 million for the three months ended March 31, 2025. Management fee waived for the three months ended March 31, 2026 and 2025 was $0.0 million and $0.0 million, respectively.
Incentive Fee
Incentive fee (net of waivers) increased to $5.6 million for the three months ended March 31, 2026 from $2.2 million for the three months ended March 31, 2025. The following table summarizes the incentive fee for the three months ended March 31, 2026 and 2025 (dollars in thousands):
Trailing twelve quarter pre-incentive fee net investment income
460,077
462,217
Trailing twelve quarter Net Capital Loss
(77,327
(46,151
Cumulative Net Return
382,750
416,066
Incentive fee rate on Cumulative Net Return
17.5
66,981
72,811
Prior eleven quarter payments
(61,363
(70,589
Total incentive fee
For the three months ended March 31, 2026, there were no incentive fees related to the GAAP Incentive Fee.
Professional Fees and Other General and Administrative Expenses
Professional fees and other general and administrative expenses decreased to $2.8 million for the three months ended March 31, 2026 from $3.3 million for the three months ended March 31, 2025, primarily due to a decrease in costs associated with servicing our investment portfolio.
Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the three months ended March 31, 2026 and 2025 (dollars in thousands):
Gross realized gain on investments
1,358
Gross realized loss on investments
(13,514
(25,311
Gross realized gain on foreign currency transactions
Gross realized loss on foreign currency transactions
Gross realized gain on forward currency exchange contracts
Gross realized loss on forward currency exchange contracts
(2,695
Change in unrealized appreciation on investments
28,827
50,880
Change in unrealized depreciation on investments
(46,661
(26,198
(17,834
24,682
Unrealized appreciation on foreign currency translation
Net change in unrealized appreciation on foreign currency and forward currency exchange contracts
6,411
(1,638
For the three months ended March 31, 2026, realized gains were primarily driven by the sale of the Company’s equity interest in BTX Precision. For the three months ended March 31, 2026, realized losses were primarily driven by the sale of the Company’s equity interest in Gale Aviation (Offshore) Co.
For the three months ended March 31, 2025, realized gains were primarily driven by the sale of the Company’s investment in Elk Parent Holdings, LP. For the three months ended March 31, 2025, realized losses were primarily driven by the sale of the Company’s investment in Aimbridge Acquisition Co., Inc. and Forming Machining Industries Holdings, LLC.
For the three months ended March 31, 2026, we had $28.8 million in unrealized appreciation on 50 portfolio company investments, which was offset by $46.7 million in unrealized depreciation on 160 portfolio company investments. For the three months ended March 31, 2026, the unrealized appreciation was primarily driven by the reversal of unrealized depreciation resulting from the sale of Gale Aviation (Offshore) Co. and company specific valuation adjustments on equity investments in Legacy Corporate Lending HoldCo, LLC and AXH Air Coolers. For the three months ended March 31, 2026, the unrealized depreciation was primarily driven by decreases in the fair value of the Company’s investment in ISLP and certain portfolio company investments including, Applitools, American Trailer Rental Group, Aptus 1724 Gmbh and Abracon Group Holding, LLC, reflecting a combination of company specific valuation adjustments and market driven factors including widening of credit spreads.
For the three months ended March 31, 2025, we had $50.9 million in unrealized appreciation on 77 portfolio company investments, which was offset by $26.2 million in unrealized depreciation on 99 portfolio company investments. For the three months ended March 31, 2025, unrealized appreciation was primarily driven by the reversal of prior unrealized depreciation resulting from the sale of Aimbridge Hospitality and Forming Machining Industries Holdings, LLC and company specific valuation adjustments on Legacy Corporate Lending HoldCo, LLC, Eagle Rock Capital Corporation and Lightning Holdings B, LLC. For the three months ended March 31, 2025, unrealized depreciation was primarily due to widening of credit spreads and company specific valuation adjustments on Thrasio, LLC and Walker Edison.
The following table summarizes the impact of foreign currency for the three months ended March 31, 2026 and 2025 (dollars in thousands):
Net change in unrealized appreciation on investments due to foreign currency
(3,128
4,179
Net realized gain (loss) on investments due to foreign currency
Foreign currency impact to net increase (decrease) in net assets resulting from operations
Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of ($2.9) million, and $4.3 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2026 and 2025, respectively. Including the total net realized and unrealized losses on forward currency exchange contracts of $3.6 million and ($4.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.7 million and ($0.2) million for the three months ended March 31, 2026 and 2025, respectively.
Interest Rate Swaps
We use interest rate swaps to mitigate interest rate risk associated with our fixed rate liabilities, and have designated certain interest rate swaps to be in a hedge accounting relationship. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 2. Summary of Significant Accounting Policies” and “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 7. Derivatives” for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship, and our consolidated schedule of investments for additional disclosure regarding these derivative instruments. See “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt” for additional disclosure regarding the carrying value of our debt.
Net Increase (Decrease) in Net Assets Resulting from Operations
For the three months ended March 31, 2026 and 2025, the increase in net assets resulting from operations was $3.4 million and $28.5 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2026 and 2025, our per share net increase in net assets resulting from operations was $0.05 and $0.44, respectively.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our credit facilities, 2019‑1 Debt, October 2026 Notes, March 2030 Notes, March 2031 Notes, the Sumitomo Credit Facility and cash flows from operations. The primary uses of our cash are for (1) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements; (2) debt service, repayment, and other financing costs; (3) cash distributions to the holders of our common stock; and (4) the cost of operations (including payments to the Advisor under the Investment Advisory and Administration Agreements).
We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of March 31, 2026 and December 31, 2025, our asset coverage ratio was 174.6% and 175.9%, respectively.
At March 31, 2026 and December 31, 2025, we had $34.2 million and $58.9 million in cash, foreign cash, restricted cash and cash equivalents, respectively.
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At March 31, 2026, we had approximately $660.0 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2025 we had approximately $604.0 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.
For the three months ended March 31, 2026, cash, foreign cash, restricted cash, and cash equivalents decreased by $24.7 million. During the three months ended March 31, 2026, we provided $26.6 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $245.9 million and a net increase in assets resulting from operations of $3.4 million, which was offset by purchases of investments of $234.4 million. During the three months ended March 31, 2026, we used $51.3 million for financing activities, primarily on repayments of $649.0 million and distributions paid during the period of $37.0 million, partially offset by the issuance of the March 2031 Notes for $350.0 million, and borrowings under our Sumitomo Credit Facility of $293.0 million.
For the three months ended March 31, 2025, cash, foreign cash, restricted cash, and cash equivalents decreased by $5.1 million. During the three months ended March 31, 2025, we used $7.3 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to purchases of investments of $299.4 million, which was offset by proceeds from principal payments and sales of investments of $251.3 million and a net increase in assets resulting from operations of $28.5 million. During the three months ended March 31, 2025, we provided $2.0 million for financing activities, primarily on the issuance of the March 2030 Notes for $350.0 million and borrowings under our Sumitomo Credit Facility of $109.0 million, partially offset by repayments of $395.7 million and distributions paid during the period of $58.2 million.
On November 19, 2018, we closed our IPO issuing 7,500,000 shares of common stock at a public offering price of $20.25 per share. Shares of common stock of the Company began trading on the New York Stock Exchange under the symbol “BCSF” on November 15, 2018. The offering generated net proceeds, after expenses, of $145.4 million. All outstanding capital commitments from the Company’s Private Offering were cancelled as of the completion of the IPO.
On May 7, 2019, the Company’s Board authorized the Company to repurchase up to $50 million of its outstanding common stock in accordance with safe harbor rules under the Exchange Act. Any such repurchases will depend upon market conditions and there is no guarantee that the Company will repurchase any particular number of shares or any shares at all. As of March 31, 2026, there have been no repurchases of common stock.
On February 27, 2025, the Company entered into equity distribution agreements (each, an “Equity Distribution Agreement”), by and among the Company, the Advisor and, severally and not jointly, each of Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, Inc. (the “Sales Agents”) in connection with the sale of shares of the Company's common stock by the Company, par value $0.001 per share of common stock, having an aggregate offering price of up to $250.0 million, in amounts and at times to be determined by the Company (the “Offering”). Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions and the market price of the common stock.
145
For additional information on our debt obligations see “Item 1. Consolidated Financial Statements - Notes to Consolidated Financial Statements - Note 6. Debt”.
Distribution Policy
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2026 (dollars in thousands, except per share):
The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025 (dollars in thousands, except per share):
Distributions to common stockholders are recorded on the record date. To the extent that we have income available, we intend to distribute quarterly distributions to our stockholders. Our quarterly distributions, if any, will be determined by the Board. Any distributions to our stockholders will be declared out of assets legally available for distribution.
We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year
of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax.
We intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain all or a portion of our net capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to our stockholders.
We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders prior to the IPO shall remain effective after the IPO.
The U.S. federal income tax characterization of distributions declared and paid for the fiscal year will be determined at fiscal year-end based upon our investment company taxable income for the full fiscal year and distributions paid during the full year.
Commitments and Off-Balance Sheet Arrangements
We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized on the statements of assets and liabilities.
We have entered into a number of business relationships with affiliated or related parties, including the Amended Advisory Agreement and the Administration Agreement.
In addition to the aforementioned agreements, we, our Advisor and Bain Capital Credit have been granted exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other Bain Capital Credit Clients in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent Bain Capital Credit Clients funds, accounts and investment vehicles managed by Bain Capital Credit may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our exemptive order permits us to invest with Bain Capital Credit Clients in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act. Under the terms of the exemptive order, a majority of our Independent Directors must reach certain conclusions in connections with certain co-investment transactions (e.g., in the case of follow-on investments in an existing issuer in which affiliates, but not the Company, have an existing investment, and non-pro rata follow-on investments in, and dispositions of, securities of an existing issuer), including that (i) the terms of the proposed transaction 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 (ii) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s then-current investment objectives and strategies. The exemptive relief imposes other conditions with which we must comply to engage in co-investment transactions.
Recent Developments
See “Item 1. Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 12. Subsequent Events” for a summary of recent developments.
147
Basis of Presentation
The Company’s unaudited Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP"). The Company’s Consolidated Financial Statements and related financial information have been prepared pursuant to the requirements for reporting on Form 10‑Q and Articles 1, 6, 10 and 12 of Regulation S-X. These Consolidated Financial Statements reflect adjustments that in the opinion of the Company are necessary for the fair statement of the financial position and results of operations for the periods presented herein and are not necessarily indicative of the full fiscal year. We have determined we meet the definition of an investment company and follow the accounting and reporting guidance in the Financial Accounting Standards Board ("FASB") Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC 946”). Our financial currency is U.S. dollars and these Consolidated Financial Statements have been prepared in that currency.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and such differences could be material.
Revenue Recognition
We record our investment transactions on a trade date basis. We record realized gains and losses based on the specific identification method. We record interest income, adjusted for amortization of premium and accretion of discount, on an accrual basis. Discount and premium to par value on investments acquired are accreted and amortized, respectively, into interest income over the life of the respective investment using the effective interest method. Loan origination fees, original issue discount and market discount or premium are capitalized and amortized into or against interest income using the effective interest method or straight-line method, as applicable. We record any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts received upon prepayment of a loan or debt security as interest income.
Dividend income on preferred equity investments is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments is recorded on the record date for such distributions in the case of private portfolio companies, and on the ex-dividend date for publicly traded portfolio companies. Distributions received from a limited liability company or limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.
Certain investments may have contractual PIK interest or dividends. PIK represents accrued interest or accumulated dividends that are added to the loan principal of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or upon being called by the issuer. We record PIK as interest or dividend income, as applicable. If at any point we believe PIK may not be realized, we place the investment generating PIK on non-accrual status.
Certain structuring fees and amendment fees are recorded as other income when earned. We record administrative agent fees received as other income when the services are rendered.
Valuation of Portfolio Investments
The Advisor shall value the investments owned by the Company, subject at all times to the oversight of the Board. The Advisor shall follow its own written valuation policies and procedures as approved by the Board when determining valuations. A short summary of the Advisor’s valuation policies is below.
With respect to unquoted portfolio investments, the Company will value each investment considering, among other measures, discounted cash flow models, comparable company multiple models, comparisons of financial ratios of peer companies that are public, and other factors. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Company will use the pricing indicated by the external event to corroborate and/or assist us in our valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.
We have entered into the Amended Advisory Agreement with our Advisor (which supersedes the Prior Investment Advisory Agreement dated November 14, 2018 we had previously entered into). Our Advisor has agreed to serve as our investment adviser in accordance with the terms of the Amended Advisory Agreement. Under the Amended Advisory Agreement, we have agreed to pay an annual Base Management Fee as well as an incentive fee based on our investment performance.
On November 28, 2018, our Board, including a majority of our Independent Directors, approved the Amended Advisory Agreement. On February 1, 2019 the Company’s stockholders approved the Amended Advisory Agreement. Pursuant to this Agreement, effective February 1, 2019, the Base Management Fee of 1.5% (0.375% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will continue to apply to assets held at an asset coverage ratio of 200%, but a lower Base Management Fee of 1.0% (0.25% per quarter) of the average value of the Company’s gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) will apply to any amount of assets attributable to leverage decreasing the Company’s asset coverage ratio below 200%. The Amended Advisory Agreement incorporates (i) a three-year lookback provision and (ii) a cap on quarterly income incentive fee payments based on net realized or unrealized capital loss, if any, during the applicable three-year lookback period.
We have entered into an Administration Agreement with the Administrator pursuant to which the Administrator will furnish us with administrative services necessary to conduct our day-to-day operations. We reimburse the Administrator for its costs and
expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment.
If any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Amended Advisory Agreement and Administration Agreement.
The following table shows the contractual maturities of our debt obligations as of March 31, 2026 (dollars in thousands):
We are subject to financial market risks, including changes in interest rates. We will generally invest in illiquid loans and securities including debt and equity securities of middle-market companies. Because we expect that there will not be a readily available market for many of the investments in our portfolio, we expect to value many of our portfolio investments at fair value as determined in good faith by the Board using a documented valuation policy and a consistently applied valuation process. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material. There have been no material quantitative changes in reported market risk exposures in comparison to the information reported in the prior period.
Assuming that the statement of financial condition as of March 31, 2026 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (dollars in thousands). Net increase (decrease) in net investment income (as shown in the table below) includes the impact of incentive fees.
Net Increase
Increase
(Decrease) in Net
(Decrease) in
Change in Interest Rates
Interest Income
Interest Expense
Down 100 Basis Points
(17,789
(11,670
(5,048
Down 200 Basis Points
(35,371
(23,340
(9,926
Down 300 Basis Points
(48,686
(34,390
(11,794
Up 100 Basis Points
18,109
5,312
Up 200 Basis Points
36,219
Up 300 Basis Points
54,328
35,010
15,937
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at the balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates.
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026 (the end of the period covered by this report), our management has carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a‑15 and 15d‑15(e) under the Exchange Act). Based on that evaluation our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports 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 Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Changes in Internal Controls Over Financial Reporting
There have been no changes in our internal control over financial reporting, as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act, that occurred during our most recently completed fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies.
In addition to the other information set forth in this report, you should carefully consider the factors described below and discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. During the fiscal quarter ended March 31, 2026, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.
Not applicable.
The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (and are numbered in accordance with Item 601 of Regulation S-K under the Securities Act).
ExhibitNumber
Description of Document
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Second Amended and Restated Investment Advisory Agreement, dated November 28, 2018, by and between the Company and the Advisor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8‑K (File No. 814‑01175), filed on February 1, 2019).
10.2
Administration Agreement, dated October 6, 2016, by and between the Company and the Administrator (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Form of Advisory Fee Waiver Agreement by and between the Company and the Advisor (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 (File No. 000‑55528) filed on October 6, 2016).
Indenture, dated as of September 28, 2018, between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
Portfolio Management Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.6
Loan Sale Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
10.7
Collateral Administration Agreement, dated as of September 28, 2018, by and between BCC Middle Market CLO 2018‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
Master Participation Agreement, dated as of September 28, 2018, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2018‑1, LLC, as issuer (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on October 17, 2018).
Amended and Restated Indenture, dated as of November 30, 2021, between BCC Middle Market CLO 2019-1, LLC, as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022).
First Supplemental Indenture, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, and Bain Capital Specialty Finance, in its capacity as Portfolio Manager under the Agreement on behalf of the Issuer, and together with its successors in such capacity, the “Portfolio Manager” (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.11
Amended and Restated Portfolio Management Agreement, dated as of November 30, 2021, by and between BCC Middle Market CLO 2019-1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager. (incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q (File No. 814-01175), filed on May 5, 2022)
10.12
First Amendment to Amended and Restated Portfolio Management Agreement, dated as of August 2, 2022, between BCC Middle Market CLO 2019-1, LTD. (f/k/a BCC Middle Market CLO 2019-1, LLC), as Issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as Co-Issuer, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.13
Loan Sale Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, and Bain Capital Specialty Finance, Inc., as the transferor (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.14
Collateral Administration Agreement, dated as of August 28, 2019, by and between BCC Middle Market CLO 2019‑1, LLC, as issuer, Bain Capital Specialty Finance, Inc., as portfolio manager, and Wells Fargo Bank, National Association, as collateral administrator (incorporated by reference to Exhibit 10.19 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
10.15
Master Participation Agreement, dated as of August 28, 2019, by and between BCSF I, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.20 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
Master Participation Agreement, dated as of August 28, 2019, by and between BCSF II-C, LLC, as financing subsidiary, and BCC Middle Market CLO 2019‑1, LLC, as issuer (incorporated by reference to Exhibit 10.21 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on November 6, 2019).
Revolving Loan Agreement, dated March 27, 2020, by and between the Company, as Borrower, and BCSF Advisors, LP, as Lender (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10‑Q (File No. 814‑01175), filed on May 4, 2020).
10.18
Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 24, 2021).
Underwriting Agreement, dated March 3, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP and Goldman Sachs & Co. LLC, as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 5, 2021).
Indenture, dated as of March 10, 2021, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
First Supplemental Indenture, dated as of March 10, 2021, relating to the 2.950% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
Form of 2.950% Notes due 2026 (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on March 10, 2021).
Underwriting Agreement, dated October 5, 2021, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and Goldman Sachs & Co. LLC and SMBC Nikko Securities America Inc., as the representative of the underwriters (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 6, 2021).
Second Supplemental Indenture, dated as of October 13, 2021, relating to the 2.550% Notes due 2026, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
10.25
Form of 2.550% Notes due 2026 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on October 13, 2021).
10.26
Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).
10.27
First Amendment dated as of July 6, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.26 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
Increasing Lender/Joinder Lender Agreement, dated as of December 14, 2022, between the Company, the Lenders and Issuing Banks from time to time party thereto and Sumitomo Mitsui Banking Corporation, as Administrative Agent (in such capacity, the “Administrative Agent”); and (b) the Notice of Commitment Increase Request, dated as of December 14, 2022, provided by the Company to the Administrative Agent (the “Notice”) (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 28, 2023).
10.29
Increasing Lender/Joinder Lender Agreement dated as of July 22, 2022, pursuant to Section 2.08(e) of the Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (Incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10 Q (File No. 814 01175), filed on August 3, 2022).
Second Amendment dated as of August 24, 2022 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.28 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 9, 2022).
10.31
Third Amendment dated as of May 20, 2024 to Revolving Credit Agreement, dated as of December 24, 2021, by and among the Company as Borrower, with Sumitomo Mitsui Banking Corporation, as Administrative Agent and Sole Book Runner, and with Sumitomo Mitsui Banking Corporation and MUFG Union Bank, N.A., as Joint Lead Arrangers. (incorporated by reference to Exhibit 10.32 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 6, 2024).
Amended and Restated Limited Liability Company Agreement, dated December 27, 2021, of Bain Capital Senior Loan Program, LLC. (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 23, 2022).
155
First Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2018-1, LLC, as issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.33 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).
10.34
Second Supplemental Indenture dated as of June 15, 2023 among BCC Middle Market CLO 2019-1, Ltd., as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer, and Wells Fargo Bank, National Association, as trustee. (incorporated by reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on August 8, 2023).
10.35
Amendment dated September 11, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp and Solutio Premium Private Debt II Master SCSp. (incorporated by reference to Exhibit 10.35 to the Company’s Quarterly Report on Form 10-Q (File No.814-01175) filed on November 6, 2023).
10.36
Second Amendment dated December 13, 2023 to the Amended and Restated Limited Liability Company Agreement, dated February 9, 2021, as amended on September 8, 2021 of International Senior Loan Program, LLC, by and among the Company, Pantheon Private Debt Program SCSp SICAV—RAIF—Pantheon Senior Debt Secondaries II (USD), Pantheon Private Debt Program SCSp SICAV—RAIF—Tubera Credit 2020, Solutio Premium Private Debt I SCSp, Solutio Premium Private Debt II Master SCSp, Pantheon Private Debt Program SICAV—RAIF—Pantheon Senior Debt Secondaries II (EUR) and Pantheon Private Debt Program SICAV—RAIF—Pantheon Senior Debt Secondaries II (GBP). (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K (File No. 814-01175) filed on February 27, 2024).
10.37
Underwriting Agreement, dated January 30, 2025, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors,LP, and SMBC Nikko Securities America, Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. andSantander US Capital Markets LLC, as the representative of the underwriters (incorporated by reference to Exhibit 99.1 tothe Company’s Current Report on Form 8-K (File No. 814-01175) filed on February 3, 2025).
10.38
Third Supplemental Indenture, dated as of February 6, 2025, relating to the 5.950% Notes due 2030, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 814-01175) filed on February 6, 2025).
10.39
Form of 5.950% Notes due 2030 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 814-01175) filed on February 6, 2025).
10.40
Form of Equity Distribution Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report onForm 8-K (File No. 814-01175), filed on March 4, 2025).
10.41
Custody Agreement, dated April 28, 2025, by and between Bain Capital Specialty Finance, Inc. and U.S. Bank TrustCompany (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.814-01175), filed on May 2, 2025).
10.42
Document Custody Agreement, dated April 28, 2025, by and between Bain Capital Specialty Finance, Inc. and U.S. Bank Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on May 2, 2025).
10.43
Second Amended and Restated Indenture, dated as of July 2, 2025, by and among BCC Middle Market CLO 2019-1,
Ltd., as issuer, BCC Middle Market CLO 2019-1 Co-Issuer, LLC, as co-issuer, and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File
No. 814-01175), filed on July 7, 2025).
10.44
Second Amended and Restated Portfolio Management Agreement, dated as of July 2, 2025, by and between BCC MiddleMarket CLO 2019-1, Ltd., as issuer, and Bain Capital Specialty Finance, Inc., as portfolio manager (incorporated byreference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 814-01175), filed on July 7, 2025).
10.45
Underwriting Agreement, dated January 22, 2026, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors,LP, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and SMBC Nikko Securities America, Inc., as therepresentative of the underwriters. (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form8-K (file No. 814-01175), filed on January 23, 2026).
10.46
Fourth Supplemental Indenture, dated as of January 29, 2026, relating to the 5.950% Notes due 2031, by and between the
Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K (File No. 814-01175), filed on January 29, 2026).
23.1
Consent of Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 23.1 to the Company's Annual Report on Form 10-K (File No.814-01175) filed on February 27, 2026).
24.1*
Powers of Attorney.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a‑14 under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32*
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS*
XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 11, 2026
By:
/s/ Michael A. Ewald
Name:
Michael A. Ewald
Title:
Chief Executive Officer (Principal Executive Officer)
/s/ Amit Joshi
Amit Joshi
Chief Financial Officer (Principal Financial Officer) and Principal Accounting Officer