BXSL 10-K & 10-Q changes, risk factors and insider trading

Investing in our sharesCommon Shares involves a number of significant risks. In addition to the other information contained in this annual report, shareholders should consider carefully the following information before making an investment in our Common Shares. The risks set forth below are not the only risks we face. Such additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such cases, the NAV of our Common Shares could decline, and shareholders may lose all or part of their investment.

Price declines in the medium-medium and large-sized U.S. corporate debt market may adversely affect the fair value of our portfolio, reducing our NAV through increased net unrealized depreciation.

During the 2008-2009 financial crisis, many institutions were forced to raise cash by selling their interests in performing assets in order to satisfy margin requirements or the equivalent of margin requirements imposed by their lenders and/or, in the case of hedge funds and other investment vehicles, to satisfy widespread redemption requests. This resulted in a forced deleveraging cycle of price declines, compulsory sales, and further price declines, with falling underlying credit values, and other constraints resulting from the credit crisis generating further selling pressure. If similar events occurred in the medium-medium and large-sized U.S. corporate debt market, our NAV could decline through an increase in unrealized depreciation and incurrence of realized losses in connection with the sale of our investments, which could have a material adverse impact on our business, financial condition and results of operations and the market price of our shares.Common Shares.

Our ability to achieve our investment objectives depends on the ability of the AdviserAdvisers to manage and support our investment process. If the AdviserAdvisers or Blackstone Credit & Insurance were to lose any members of their respective senior management teams, our ability to achieve our investment objectives could be significantly harmed.

Since we have no employees, we depend on the investment expertise, skill and network of business contacts of the broader networks of the AdviserAdvisers and itstheir affiliates as well as the persons and firms our AdviserAdvisers may retain to provide services on our behalf. The AdviserAdvisers evaluates,evaluate, negotiates,negotiate, structures,structure, executes,execute, monitorsmonitor and servicesservice our investments. Our future success depends to a significant extent on the continued service and coordination of Blackstone Credit & Insurance and its senior management team. The departure of any members of Blackstone Credit & Insurance’s senior management team could have a material adverse effect on our ability to achieve our investment objectives.

Our ability to achieve our investment objectives depends on the Adviser’sAdvisers’ ability to identify and analyze, and to invest in, finance and monitor companies that meet our investment criteria. The Adviser’sAdvisers’ capabilities in structuring the investment process, providing competent, attentive and efficient services to us, and facilitating access to financing on acceptable terms depend on the employment of investment professionals in an adequate number and of adequate sophistication to match the corresponding flow of transactions. To achieve our investment objectives, the AdviserAdvisers may need to hire, train, supervise and manage new investment professionals to participate in our investment selection and monitoring process.

There is increasing competition among financial sponsors, investment banks and other investors for hiring and retaining qualified investment professionals, and there can be no assurance that the AdviserAdvisers will be able to find qualified investment professionals in a timely manner or at all. Failure to support our investment process could have a material adverse effect on our business, financial condition and results of operations.

The Investment Advisory AgreementAgreements hashave each been approved pursuant to Section 15 of the 1940 Act. In addition, the Investment Advisory AgreementAgreements haseach have termination provisions that allow the parties to terminate the agreement.agreements. The Investment Advisory Agreement may be terminated at any time, without penalty, by us or by the Adviser upon 60 days’ written notice. The Sub-Advisory Agreement may be terminated by us or the Adviser upon 60 days’ written notice to the Sub-Adviser or by the Sub-Adviser upon 90 days’ written notice to the Adviser. If the Investment Advisory Agreement or the Sub-Advisory Agreement is terminated, it may adversely affect the quality of our investment opportunities. In addition, in the event the Investment Advisory Agreement or the Sub-Advisory Agreement is terminated, it may be difficult for us to replace the Adviser.Adviser or the Sub-Adviser. If the Investment Advisory Agreement or the Sub-Advisory Agreement is terminated and no suitable replacement is found to manage us, we may not be able to achieve our investment objectives. Furthermore, we may incur certain costs in connection with a termination of the Investment Advisory Agreement or the Sub-Advisory Agreement.

Because our business model depends to a significant extent upon relationships with private equity sponsors, investment banks and commercial banks, the inability of the AdviserAdvisers to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

The AdviserAdvisers dependsdepend on itstheir broader organization’s relationships with private equity sponsors, investment banks and commercial banks and others, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the AdviserAdvisers or itstheir broader organization fail to maintain their existing relationships or develop new relationships with other sponsors or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom the AdviserAdvisers or itstheir broader organizationsorganization have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.

We compete for investments with other BDCs andBDCs, investment funds and a variety of other investors (including private equitycredit funds, mezzanine funds, performing and other credit funds, and funds that invest in CLOs, structured notes, derivatives and other types of collateralized securities and structured productsproducts, specialty finance companies), as well as traditional financial services companies such as commercial banks and other sources of funding.funding (including other investment vehicles managed by affiliates of Blackstone). These other BDCs and investment funds and other investors might be reasonable investment alternatives to us and may be less costly or complex with fewer and/or different risks than we have. Moreover, alternative investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested, including making investments in U.S. private companies. As a result of these new competitors entering the financing markets in which we operate, competition for investment opportunities in U.S. private companies may intensify. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match our competitors’ pricing, terms or structure. If we are forced to match our competitors’ pricing, terms or structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. A significant part of our competitive advantage stems from the fact that the market for investments in U.S. private companies is underserved by traditional commercial banks and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC.

We cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all available capital successfully. In addition, privately-negotiated investments in loans and illiquid securities of private middle market companies require substantial due diligence and structuring, and we cannot assure investors that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our shares.Common Shares. Our shareholders will have no input with respect to investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our shares.Common Shares. To the extent we are unable to deploy all available capital, our investment income and, in turn, our results of operations, will likely be materially adversely affected. There is no assurance that we will be able to consummate investment transactions or that such transactions will be successful. Blackstone Credit & Insurance, the Company and their affiliates may also face certain conflicts of interests in connection with any transaction, including any warehousing transaction, involving an affiliate.

In the event we are unable to find suitable investments, such cash may be maintained for longer periods which would be dilutive to overall investment returns. This could cause a substantial delay in the time it takes for your investment to realize its full potential return and could adversely affect our ability to pay regular distributions of cashnet flowinvestment from operationsincome to you. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and investors should understand that such low interest payments on the temporarily invested cash may adversely affect overall returns. In the event we fail to timely invest the net proceeds of sales of our Common Shares or do not deploy sufficient capital to meet our targeted leverage, our results of operations and financial condition may be adversely affected.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined pursuant to policies adopted by, and subject to the oversight of, our Board. There is not a public market for the securities of the privately-held companies and certain other private assets in which we invest. Many of our investments are not publicly-traded or actively traded on a secondary market. As a result, we value these securities quarterly at fair value as determined in good faith as required by the 1940 Act. In connection with striking a NAV as of a date other than quarter-end for share issuances and repurchases, the Company will consider whether there has been a material change to such investments as to affect their fair value, but such analysis willmay be more limited than the quarter-end process.

As part of the valuation process, we will generally take into account relevant factors in determining the fair value of the Company’s investments, without market quotations, many of which are loans, including and in combination, as relevant: (i) the portfolio company’s ability to make payments based on its earnings and cash flow, (ii) the estimated enterprise value of a portfolio company, (iii) the nature and realizable value of any collateral, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. Our determinations of fair value may differ materially from the values that would have been used if a ready market for these non-traded securities existed. Due to this uncertainty, our fair value determinations may cause our NAV on a given date to materially differ from the value that we may ultimately realize upon the sale of one or more of our investments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from what was previously the value, and such differences could be material.

There is a risk that investors in our sharesCommon Shares may not receive distributions or that our distributions may decrease over time.

All distributions are and will be paid at the discretion of our Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time. We cannot assure shareholders that we will continue to pay distributions to our shareholders in the future. We may not achieve investment results that will allow us to make a specified or stable level of cash distributions and our distributions may decrease over time. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions.

We may fund our cash distributions to shareholders from any sources of funds available to us, including offering proceeds, borrowings, net investment incomeincome, cash flow from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser or the Administrator, if any. Our ability to pay distributions, if any, might be adversely affected by, among other things, the impact of one or more of the risk factors described in this annual report. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC may limit our ability to pay distributions. All distributions are and will be paid at the discretion of our Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time. We cannot assure shareholders that we will continue to pay distributions to our shareholders in the future. In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from the proceeds of our prior offerings or from borrowings or sources other than cashnet flowinvestment from operationsincome in anticipation of future cash flow, which may constitute a return of shareholders’ capital. A return of capital is a return of a shareholder’s investment, rather than a return of earnings or gains derived from our investment activities. A shareholder will not be subject to immediate taxation on the amount of any distribution treated as a return of capital to the extent of the shareholder’s basis in its shares; however, the shareholder’s basis in its shares will be reduced (but not below zero) by the amount of the return of capital, which will result in the shareholder recognizing additional gain (or a lower loss) when the shares are sold. To the extent that the amount of the return of capital exceeds the shareholder’s basis in its shares, such excess amount will be treated as gain from the sale of the shareholder’s shares. Distributions from the proceeds of our prior offerings or from borrowings also could reduce the amount of capital we ultimately invest in our portfolio companies.

As a public reporting company, we are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. Developing and maintainingMaintaining an effective system of internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition, we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.

In recentaddition, years,policy there has been increased regulatory enforcement activity and rulemakingchanges impacting the financial services industry. Under the prior U.S. presidential administration, including at the SEC and certain other regulatory bodies, policy changesindustry could have imposedimpose additional costscosts, on us and our investments, requiredrequire significant attention of senior management and personnel or resultedrequire inus limitationsor onour portfolio companies to change or limit the manner in which we or theour portfolio companies in which we invest conduct business. WeWhile this risk may increase or decrease with changing U.S. presidential administrations and different expressed policy priorities, we cannot predict at this time whether and the extent to which the current U.S. presidential administration and newly-appointed senior officials at the SEC and other federal agencies will pursue theseany specific policy priorities or other policy changes. In addition, uncertainty regarding legislation and regulations affecting the financial services industry or taxation could also adversely impact our business or the business of our portfolio companies.

Additionally, any changes to or repeal of the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy to avail ourselves of new or different opportunities. Such changes could result in material differences to our strategies and plans as set forth in this annual report and may result in our investment focus shifting from the areas of expertise of the AdviserAdvisers to other types of investments in which the AdviserAdvisers may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our financial condition and results of operations and the value of a shareholder’s investment.

In recent years, the U.S. government has indicatedtaken itssubstantial intentactions towith alter its approachrespect to international trade policypolicy, andincluding in some casesseeking to renegotiate, or potentially terminate,renegotiate certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries,countries. and has made proposals and taken actions related thereto. For example, theThe U.S. government has also imposed, and may in the future increase,impose further, tariffs on certain foreign goods, including from China, such as steel and aluminum.aluminum, from various countries, including China, Canada and Mexico. Some foreign governments, including China, Canada and Mexico, have threatened or instituted retaliatory tariffs on certain U.S. goods. MostIn recently,February 2026, the currentU.S. Supreme Court ruled that many of the tariffs recently imposed by the U.S. government exceeded its authority, thereby invalidating many, but not all, of such tariffs. Subsequent to the U.S. Supreme Court’s ruling, the U.S. presidential administration hasraised imposedpotential oralternative soughtmeans tothrough which the administration could impose significanttariffs. increases toIncreased tariffs on goods imported into the U.S., including from China, CanadaCanada, Mexico and Mexico.other Whilecountries could further increase costs, decrease margins and reduce the U.S. has reached an agreement with eachcompetitiveness of Canadaproducts and Mexicoservices tooffered delayby theour impositionportfolio ofcompanies. suchSuch tariffs,uncertainty and/or tariffs onor goods from China took effect in February 2025. Such tariffscounter-measures could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of portfolio companies whose businesses rely on goods imported from China.goods.

There is uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy,policy includingin with respectresponse to the proposedU.S. tariffsSupreme onCourt’s goods from Canada and Mexico.ruling. Further governmental actions related to the imposition of tariffs or other trade barriers, or changes to international trade agreements or policies, could create further increaseregulatory costs,uncertainty decreasefor margins, reduce the competitiveness of products and services offered by current and futureour portfolio companies.companies This could materiallyand adversely affect their businesses and financial conditions, particularly to the extent the revenues and profitability of companies whosetheir businesses rely on goods imported from outside of the United States. Further governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies in respect of other jurisdictions could also have a similar adverse impact.

Conversely, potential deregulation of the banking industry in the United States, including a rollback of existing regulatory requirements, could adversely affect the private credit industry and, consequently, our investment strategy, portfolio performance and overall returns. The U.S. private credit market has grown significantly in part due to legislation that took effect following the 2008-2009 financial crisis that imposed onerous capital and lending requirements on banks, limiting their ability to extend credit to borrowers. If such requirements are reduced or removed, competition for lending opportunities would likely increase, and our ability to deploy capital effectively could be negatively impacted.

We, the AdviserAdvisers and itstheir affiliates are subject to regulatory oversight, which could negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business.

Our business and the businesses of the AdviserAdvisers and itstheir respective affiliates are subject to extensive regulation, including periodic examinations, inquiries and investigations, which may result in enforcement and other proceedings, by governmental agencies and self-regulatory organizations in the jurisdictions in which we and they operate around the world, including the SEC and various other U.S. federal, state and local agencies. These authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities.

We, the AdviserAdvisers and itstheir respective affiliates have received, and may in the future receive, requests for information, inquiries and informal or formal investigations or subpoenas from such regulators from time to time in connection with such inquiries and proceedings and otherwise in the ordinary course of business. These requests could relate to a broad range of matters, including specific practices of our business, the Adviser,Advisers, our investments or other investments the AdviserAdvisers or itstheir affiliates make on behalf of their clients, potential conflicts of interest between us and the AdviserAdvisers or itstheir affiliates, or industry wide practices. Actions by and/or initiatives of the SEC and/or other regulators can have an adverse effect on our financial results, including as a result of the imposition of a sanction, a limitation on our, Blackstone’s or our personnel’s activities, or changing our historic practices. Any adverse publicity relating to an investigation, proceeding or imposition of these sanctions could harm our or Blackstone’s reputation and have an adverse effect on our future fundraising or operations. The costs of responding to legal or regulatory information requests, any increased reporting, registration and compliance requirements will be borne by us in the form of legal or other expenses, litigation, regulatory proceedings or penalties, may divert the attention of our management, may cause negative publicity that adversely affects investor sentiment, and may place us at a competitive disadvantage, including to the extent that we, the AdviserAdvisers or any of itstheir respective affiliates are required to disclose sensitive business information or alter business practices.

In light of past market conditions in the U.S. and global financial markets, the U.S. and global economy, legislators, the presidential administration and regulators have increased their focus on the regulation of the financial services industry, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) which instituted a wide range of reforms that have impacted all financial institutions to varying degrees. Because these requirements are relatively new and evolving, the full impact such requirements will have on our business, results of operations or financial condition is unclear. While we cannot predict what effect any changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to us and our shareholders.

We and our portfolio companies are susceptible to the effects of economic slowdowns or recessions. The global growth cycle is in a mature phase and signs of slowdown are evident in certain regions around the world, although most economists continue to expect moderate economic growth in the near term, with limited signals of an imminent recession in the U.S. as consumer and government spending remain healthy.world. Periods of elevated inflation and high interest rates, such as those experienced in recent years, can contribute to significant volatility in debt and equity markets. AlthoughGradual generallydecreases decelerating,in interest rates during 2025, coupled with resilience in the U.S. economy, contributed to improved investor sentiment, stronger capital markets and increased transaction activity toward the end of 2025. Nevertheless, inflation remainshas remained above the U.S. Federal Reserve’s target levels.level, Despite multiple federal fund rate decreases over the course of 2024,and interest rates haveremain remainedelevated. elevated,Uncertainty withregarding the U.S.further Federaltrajectory Reserveof indicatinginflation and interest rates creates the potential for volatility in earlydebt 2025and anequity expectation of slower rate decreases moving forward.markets.

Financial markets have been affected at times by a number of global macroeconomic events, including the following: large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels of non‑performing loans on the balance sheets of European banks, the effect of the United Kingdom (the “U.K.”)UK leaving the European Union (the “E.U.”), and instability in the Chinese capital markets and the COVID-19 pandemic.markets. Although the broader outlook remains constructive, geopolitical instability continues to pose risk. InGeopolitical particular,instability thehas currentbeen prevalent in recent years, and 2025 was a year of significant geopolitical events, including, among others, trade tensions resulting from U.S. politicaltariff environmentimplementation and theretaliatory resultingtariffs uncertaintiesby regardingother actualcountries and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China, concern as to whether China’s stimulus measures will effectively stabilize its slowing economic growth, or the ongoing warsarmed conflicts in the Middle East and Ukraine, could lead to disruption, instability and volatility in the global markets.Ukraine. For example, in the United States, the current presidential administration has stated its intention to makepropose or has implemented governmental policy and regulatory changes in a variety of areas, including the imposition of tariffs or other trade barriers. In that connection, certain countries subject to those changes have expressed an intent to impose or have imposed similar measures in return. Additionally, certain of our portfolio companies may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government, foreign governments, or the United Nations or other international organizations. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the United States. A decreased U.S. government credit rating, any default by the U.S. government on its obligations, or any prolonged U.S. government shutdown, could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our Common Shares. Unfavorable economic conditions would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events may limit our investment originations, and limit our ability to grow and could have a material negative impact on our operating results, financial condition, results of operations and cash flows and the fair values of our debt and equity investments.

Any deterioration of general economic conditions may lead to significant declines in corporate earnings or loan performance, and the ability of corporate borrowers to service their debt, any of which could trigger a period of global economic slowdown, and have an adverse impact on the performance and financial results of the Company, and the value and the liquidity of the shares. In an economic downturn, we may have non-performing assets or non-performing assets may increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions impacted the value of any collateral securing our senior secured debt in 20242025 and may continue to impact such collateral in 2025.the future. A severe recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on favorable terms or at all. These events could prevent us from increasing investments and harm our operating results.

The success of our investment activities could be affected by general economic and market conditions in Europe and in the rest of the world, as well as by changes in applicable laws and regulations (including laws relating to taxation of our investments), tariffs or other trade barriers, currency exchange controls, rate of inflation, currency depreciation, asset re-investment, resource self-sufficiency and national and international political and socioeconomic circumstances in respect of the European and other non-U.S. countries in which we may invest. These factors will affect the level and volatility of securities prices and the liquidity of the Company’s investments, which could impair our profitability or result in losses. General fluctuations in the market prices of securities and interest rates may affect our investment opportunities and the value of our investments. We may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets; the larger the positions, the greater the potential for loss. Declines in the performance of national economies or the credit markets in certain jurisdictions have had a negative impact on general economic and market conditions globally, and as a result, could have a material adverse effect on our business, financial condition and results of operations.

The Adviser’sAdvisers’ financial condition may be adversely affected by a significant general economic downturn and itthey may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on the Adviser’sAdvisers’ businesses and operations (including those of the Company). A recession, slowdown and/or sustained downturn in the global economy (or any particular segment thereof) could have a pronounced impact on the Company and could adversely affect the Company’s profitability, impede the ability of the Company’s portfolio companies to perform under or refinance their existing obligations and impair the Company’s ability to effectively deploy its capital or realize its investments on favorable terms.

In addition, economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets. For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets and the current ongoing conflict between Russia and Ukraine and the conflict and escalating tensionsconflicts in the Middle East and Ukraine could have a negative impact on those countries and others in those regions. The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.

The Recast European Union Directive on Markets in Financial Instruments (“MiFID II”) came into effect on January 3, 2018, and imposes regulatory obligations in respect of providing financial services in the European Economic Area (“EEA”) by EEA banks and EEA investment firms providing regulated services (each an “Investment Firm”). TheEach Adviser is a non-EEA investment company and is, therefore, not subject to MiFID II but can be indirectly affected. The regulatory obligations imposed by MiFID II may impact, and constrain the implementation of, the investment strategy of the Company. MiFID II restricts Investment Firms’ ability to obtain research in connection with the provision of an investment service. For example, Investment Firms providing portfolio management or independent investment advice may purchase investment research only at their own expense or out of specifically dedicated research payment accounts agreed upon with their clients. Research will also have to be unbundled and paid separately from the trading commission. EEA broker-dealers will unbundle research costs and invoice them to Investment Firms separated from dealing commissions.

Therefore, in light of the above, MiFID II could have an adverse effect on the ability of Blackstone Credit & Insurance and its MiFID-authorized EEA affiliates to obtain and to provide research. The new requirements regarding the unbundling of research costs under MiFID II are not consistent with market practice in the United States and the regulatory framework concerning the use of commissions to acquire research developed by the SEC, although the SEC has previously issued temporary no-action letters to facilitate compliance by firms with the research requirements under MiFID II in a manner that is consistent with the U.S. federal securities laws. Blackstone Credit & Insurance’s access to third-party research may nonetheless be significantly limited. Some EEA jurisdictions extend certain MiFID II obligations also to other market participants (e.g., Alternative Investment Fund Managers) under national law. There is very little guidance, and limited market practice, that has developed in preparation for MiFID II. As such, the precise impact of MiFID II on Blackstone Credit & Insurance and the Company cannot be fully predicted at this stage.

Terrorist acts, acts of war or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts, including the current ongoing conflict between Russia and Ukraine and the escalating conflictconflicts in the Middle East,East and Ukraine, have created, and continue to create, economic and political uncertainties and have contributed to recent global economic instability. Future terrorist activities, military or security operations, or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks and natural disasters are generally uninsurable.

We may be affected by force majeure events (e.g., acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, nationalization of industry and labor strikes). Force majeure events could adversely affect the ability of the Company or a counterparty to perform its obligations. The liability and cost arising out of a failure to perform obligations as a result of a force majeure event could be considerable and could be borne by the Company. Certain force majeure events, such as war or an outbreak of an infectious disease, could have a broader negative impact on the global or local economy, thereby affecting us. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control, could result in a loss to the Company if an investment is affected, and any compensation provided by the relevant government may not be adequate. Uncertainties and events around the world may (i) result in market volatility, (ii) have long-term effects on the U.S. and worldwide financial markets and (iii) cause further economic uncertainties in the United States and worldwide. The Company cannot predict the effects of geopolitical events in the future on the U.S. economy and securities markets.

Cybersecurity and data protection risks could result in the loss of data, interruptions in our business, and damage to our reputation, and subject us to regulatory actions ,actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations.

Our operations are highly dependent on technology platforms and we rely heavily on Blackstone’s and its affiliates’ analytical, financial, accounting, communications and other data processing systems. Blackstone’s and its affiliates’ systems face ongoing cybersecurity threats and attacks, which could result in the loss of confidentiality, integrity or availability of such systems and the data held by such systems. Attacks on Blackstone’s and/or its affiliates’ systems could involve, and in some instances have in the past involved, attempts intended to obtain unauthorized access to our proprietary information, destroy data or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of computer viruses, “phishing” attempts and other forms of social engineering.engineering (including social engineering facilitated by the use of AI Technologies (as defined herein)). Attacks on Blackstone’s and/or its affiliates’ systems could also involve ransomware or other forms of cyber extortion. Cyberattacks and other data security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders, such as employees, consultants, independent contractors or other service providers.

There has been an increase in the frequency and sophistication of the cyber and data security threats, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target Blackstone and/or its affiliates because they hold a significant amount of confidential and sensitive information about investors, portfolio companies and potential investments. In addition, the risk of cyber and data security threats to Blackstone and its affiliates is exacerbated with the advancement of artificial intelligence, which malicious third parties are using to create new, sophisticated and more frequent attacks. As a result, Blackstone’s and its affiliates’ may face a heightened risk of a security breach or disruption with respect to this information. Measures taken by Blackstone’s and/or its affiliates’ to ensure the integrity of their systems may not provide adequate protection, especially because cyberattack techniques are continually evolving, may persist undetected over extended periods of time, and may not be mitigated in a timely manner to prevent or minimize the impact of an attack on Blackstone and/or its affiliates’, our investors, our portfolio companies or potential investments. If Blackstone’s and/or its affiliates’ systems or those of third party service providers are compromised either as a result of malicious activity or through inadvertent transmittal or other loss of data, do not operate properly or are disabled, or we fail to provide the appropriate regulatory or other notifications in a timely manner, we could suffer financial loss, increased costs, a disruption of our businesses, liability to our counterparties, portfolio companies or fund investors, regulatory intervention or reputational damage. The costs related to cyber or other data security threats or disruptions may not be fully insured or indemnified by other means.

In addition, we could also suffer losses in connection with updates to, or the failure to timely update, the technology platforms on which we rely. We are reliant on third party service providers for certain aspects of our business, including for our administration, as well as for certain technology platforms, including cloud-based services. These third-party service providers could also face ongoing cybersecurity threats and compromises of their systems and as a result, unauthorized individuals could gain, and in some past instances have gained, access to certain confidential data.data through third-party service providers. In addition, we could also suffer losses in connection with updates to, or the failure to timely update, the third-party technology platforms on which we rely.

Breaches in our, Blackstone’s and/or its affiliates’ security or in the security of third party service providers, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our, Blackstone’s and/or its affiliates’, including the Adviser’s,Advisers’, employees or our shareholders'shareholders’ or counterparties'counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, computer systems and networks,networks or that of our, Blackstone’s and/or its affiliates’ third-party service providers, or otherwise cause interruptions or malfunctions in our, Blackstone’s and/or its affiliates’, including the Adviser’s,Advisers’, employees',employees’, our shareholders',shareholders’, our counterparties'counterparties’ or third parties'parties’ business and operations, which could result in significant financial losses, increased costs, liability to our shareholders and other counterparties, regulatory intervention and reputational damage. Furthermore, if we, Blackstone and/or its affiliates fail to comply with the relevant laws and regulations or fail to provide the appropriate regulatory or other notifications of breach in a timely matter,manner, it could result in regulatory investigations and penalties, which could lead to negative publicity and reputational harm and may cause our shareholders to lose confidence in the effectiveness of our security measures and Blackstone more generally.

Our portfolio companies also rely on data processing systems and the secure processing, storage and transmission of information, including payment and health information, which in some instances are provided by third parties. A disruption or compromise of these systems could have a material adverse effect on the value of these businesses. We may invest in strategic assets having a national or regional profile or in digital or other infrastructure, the nature of which could expose them to a greater risk of being subject to a terrorist attack or a security breach than other assets or businesses. Such an event may have material adverse consequences on our investment or assets of the same type or may require portfolio companies to increase preventative security measures or expand insurance coverage.

Finally, Blackstone’s and/or its affiliates’ and our portfolio companies'companies’ technology platforms, data and intellectual property are also subject to a heightened risk of theft or compromise toas thea extentresult they engage inof operations outside the United States, in particular in those jurisdictions that do not have comparable levels of protection of proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records. In addition, they may be required to compromise protections or forego rights to technology, data and intellectual property in order to operate in or access markets in a foreign jurisdiction. Any such direct or indirect compromise of these assets could have a material adverse impact on us and our portfolio companies.

Broker-dealers are required to comply with Regulation Best Interest, which, among other requirements, establishes a new standard of conduct for broker-dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. The full impact of Regulation Best Interest on participating broker-dealers cannot be determined at this time, and it may negatively impact whether participating broker-dealers and their associated persons recommend the offering to certain retail customers. In particular, under SEC guidance concerning Regulation Best Interest, a broker-dealer recommending an investment in our sharesCommon Shares should consider a number of factors, under the care obligation of Regulation Best Interest, including but not limited to cost and complexity of the investment and reasonably available alternatives in determining whether there is a reasonable basis for the recommendation. As a result, high cost, high risk and complex products may be subject to greater scrutiny by broker-dealers. Broker-dealers may recommend a more costly or complex product as long as they have a reasonable basis to believe is in the best interest of a particular retail customer. However, if broker-dealers choose alternatives to our shares,Common Shares, many of which likely exist, such as an investment in listed entities, which may be a reasonable alternative to an investment in us as such investments may feature characteristics like lower cost, nominal commissions at the time of initial purchase, less complexity and lesser or different risks, our ability to raise capital will be adversely affected. If compliance by broker-dealers with Regulation Best Interest negatively impacts our ability to raise capital in a public offering, it may harm our ability to create a diversified portfolio of investments, and achieve our investment objectives.

Notwithstanding any of the foregoing, these provisions shall not apply to any claims brought under federal securities laws or the rules and regulations thereunder and neither we nor any of our investors are permitted to waive compliance with any provision of the U.S. federal securities laws and the rules and regulations promulgated thereunder.

Our Board has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without shareholder approval, unless required by the 1940 Act or applicable law. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our shares.Common Shares. However, the effects might be adverse, which could negatively impact our ability to pay shareholders distributions and cause shareholders to lose all or part of their investment. Moreover, we have significant flexibility in investing the net proceeds from our continuous offering and may use the net proceeds from our continuous offering in ways with which investors may not agree or for purposes other than those contemplated in this annual report.

Our Board may, without shareholder vote, subject to certain exceptions, amend or otherwise supplement the Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated Declaration of Trust, including without limitationlimitation, to classifyreclassify the Board, to impose advance notice bylaw provisions for trustee nominations or for shareholder proposals, to require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature.

This section of this Form 10-K generally discusses 20242025 and 20232024 items and year to year comparisons between 20242025 and 2023.2024. For the discussion of 20232024 compared to 20222023 see “Part II.II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2023,2024, which specific discussion is incorporated herein by reference. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto in Part II, Item 8 of this Form 10-K “Consolidated Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks, uncertaintiesuncertainties, and other factors outside of the Company’s control, including, but not limited toto, those described in Part I, Item 1A of this Form 10-K “Risk Factors.” Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.

We are a Delaware statutory trust structured as a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. In addition, for U.S. federal income tax purposes, we elected to be treated as a RIC under the Code. We are managed by our Adviser.Advisers. The AdministratorAdministrators will provide the administrative services necessary for us to operate.

Under normal market conditions, we generally invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in secured debt investments and our portfolio is composed primarily of first lien senior secured and unitranche loans. To a lesser extent, we have and may continue to also invest in second lien, third lien, unsecured or subordinated loans and other debt and equity securities. In limited instancesinstances, we may retain the “last out” portion of a first-lien loan. In such cases, the “first out” portion of the first lien loan would receive priority with respect to payment over our “last out” position. In exchange for the higher risk of loss associated with such “last out” portion, we would earn a higher rate of interest than the “first out” position. We do not currently focus on investments in issuers that are distressed or in need of rescue financing.

Our level of investment activity (both the number of investments and the size of each investment) can and will varyvaries 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 general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

In addition, we generate revenue from various fees in the ordinary course of business such as in the form of commitment, loan origination, structuring, consent, waiver, amendment, syndication and other miscellaneous feesfees, as well as fees for providing managerial assistance to our portfolio companies.

Except as specifically provided below, all investment professionals and staff of the Adviser,Advisers, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Adviser.Advisers. We bear all other costs and expenses of our operations, administration and transactions, including, but not limited toincluding (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the AdministratorAdministrators in performing itstheir administrative obligations under the Administration Agreement,Agreements, including but not limited to: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals (including information technology professionals) at the AdministratorAdministrators that perform duties for us; and (iii) any internal audit group personnel of Blackstone or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

From time to time, the Adviser,Advisers, the AdministratorAdministrators or their respective affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, the Administrator or such affiliates thereofthereof, the Adviser will reimburse the Sub-Adviser, the Administrator or such affiliates thereof, and the Administrator will reimburse the Sub-Administrator or such affiliates thereof, in each case, for any such amounts. From time to time, the AdviserAdvisers or the AdministratorAdministrators may defer or waive fees and/or rights to be reimbursed. Pursuant to the Administration Agreement, the Company’s allocable portion of the Administrator’s rent and other occupancy costs are expenses of the Company. However, the Administrator hasand the Prior Administrator have not historically, and the Administrator does not currently, calculate the amount of rent and other occupancy costs allocable to the Company and hasthe Administrator and Prior Administrator have not indicated an intention to seek reimbursement from the Company for such costs. Thus, the Company, the Administrator hasand waivedthe itsPrior rightAdministrator, as applicable, treat any such rights to any reimbursement for rent and other occupancy costs for prior periods,periods as having been waived pursuant to the terms of the Administration Agreement and the Prior Administration Agreement, as applicable, including for the years ended December 31, 2024,2025, 20232024 and 2022.2023. TheAdditionally, since the Company, the Administrator and the Prior Administrator treat any such right to reimbursement for rent and occupancy costs as having been waived pursuant to the terms of the Administration Agreement and the Prior Administration Agreement, as applicable, the Administrator and the Prior Administrator cannot recoup any expensessuch that the Administrator has previously waived.expenses. However, in future periods, the Administrator may choose to establish an allocation methodology to calculate these costs and seek reimbursement from the Company, in which case the Company will accrue and reimburse the Administrator for such costs for that period. All of the foregoing expenses will ultimately be borne by our shareholders.

Costs and expenses of the AdministratorAdministrators and the AdviserAdvisers that are eligible for reimbursement by us will be reasonably allocated on the basis of time spent, assets under management, usage rates, proportionate holdings, a combination thereof or other reasonable methods determined by the Administrator in accordance with policies adopted by the Board.

For the year ended December 31, 2024,2025, we made $4,806.5$3,583.3 million aggregate principal amount of new investment commitments (including $1,268.3$966.7 million of which remained unfunded as of December 31, 20242025), $4,695.9$3,471.9 million of which was first lien debt, $74.0$106.5 million of which was second lien debt, $26.5 million of which was unsecured debt and $10.1$4.9 million of which was equity.

(1)Computed as (a) the annual stated interest rate or yield plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or amortized cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.

(2)As of December 31, 2024,2025, 20232024 and 2022,2023, the weighted average total portfolio yield at amortized cost was 10.2%,9.4%, 11.8%10.2% and 10.5%,11.8%, respectively. As of December 31, 2024,2025, 20232024 and 2022,2023, the weighted average total portfolio yield at fair value was 10.3%,9.5%, 11.8%10.3% and 10.6%,11.8%, respectively.

(65)As a percentage of total fair value of performing debt investments. As of December 31, 2024,2025, 20232024 and 2022,2023, performing debt investments bearing a floating rate represented 98.8%,98.4%, 98.9%98.8% and 98.3%,98.9%, respectively, of total investmentinvestments at fair value.

As of December 31, 20242025 and 2023,2024, our portfolio companies had a weighted average annual revenue of $786$829 million and $774$786 million, respectively, and weighted average annual EBITDA of $198$219 million and $192$198 million, respectively. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted assets.investments and asset-backed investments. Amounts are weighted based on the fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

Total investment income increased to $1.3$1.4 billion for the year ended December 31, 2024,2025, an increase of $183.4$92.1 million, or 16%,7%, compared to the year ended December 31, 2023.2024. This was primarily attributable to an increase in the average investments.investments, partially offset by lower weighted average yield on the portfolio compared to the year ended December 31, 2024. Average investments at fair value increased by 18%19% to $11,334.5$13,439.3 million duringfor the year ended December 31, 20242025, compared to $9,580.1$11,334.5 million duringfor the year ended December 31, 2023.2024.

Additionally, for the year ended December 31, 2024,2025, we recorded $4.7$24.4 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as compared to $19.3$4.7 million in the prior year, primarily as a result of decreasedincreased prepayments.

For the years ended December 31, 20242025 and 2023,2024, Payment-in-kind (“PIK”) interest income represented 6.2%7.3% and 4.1%6.2% of total investment income, respectively, and represented 11.7%13.9% and 7.2%11.7% of net investment income, respectively. We expect that Payment-in-kindPIK interest income will vary based on the elections of certain borrowers.

While elevatedElevated interest rates continued to favorably impact our investment income duringfor the year ended December 31, 2024,2025. thereDespite weregradual decreases in interest rates during 2025, inflation has remained above the U.S. Federal Reserve’s target level, and interest rates remain elevated. Following three consecutive rate cuts, the U.S. Federal Reserve held interest raterates reductionssteady in theJanuary latter2026 partand ofnoted, 2024.among other matters, that it would continue to assess and monitor incoming information in considering additional adjustments. Future decreases in benchmark interest rates may adversely impact our investment income. Conversely, future increases in benchmark interest rates and the resulting impacts to cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate fluctuations occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and/or our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

Total interest expense wasincreased $326.1to $381.6 million for the year ended December 31, 2024,2025, an increase of $59.7$55.5 million or 22%,17%, compared to the sameyear periodended inDecember the31, prior year.2024. This was primarily driven by an increase in our average principal of debt outstandingoutstanding, andpartially anoffset increaseby a decrease in our weighted average interest rate on our borrowings relative to the prior year. The average principal of debt outstanding increased to $6,014.3 million for the year ended December 31, 2024, from $5,275.4 million in the prior year. Our weighted average interest rate (including unused fees, accretion of net discounts on unsecured debt, and the impact of the application of hedge accounting and excluding amortization of deferred financing costs) increased to 5.32% for the year ended December 31, 2024, from 4.93% in the prior year.

Management fees increased to $116.6$140.0 million for the year ended December 31, 2024,2025, an increase of $18.5$23.4 million, or 19%,20%, compared to the year ended December 31, 2023,2024, primarily due to an increase in average quarter-end gross assets. For the year ended December 31, 2024,2025, our average quarter-end gross assets increased to $11,690.8$14,012.9 million, from $9,839.3$11,690.8 million for the year ended December 31, 2023.2024.

Income based incentive fees increaseddecreased to $150.1$126.7 million for the year ended December 31, 20242025 a decrease of $23.4 million, or 16%, compared to $134.2the year ended December 31, 2024, primarily due to the Incentive Fee Cap, which limits the total incentive fee payable to the Adviser for the year ended December 31, 2025. Pre-incentive fee net investment income increased to $866.6 million for the year ended December 31, 2023,2025 primarily due to an increase in pre-incentive fee net investment income. Pre-incentive fee net investment income increased tofrom $857.7 million for the year ended December 31, 2024, compared to $767.0 million for the year ended December 31, 2023.2024.

Total other expenses decreasedincreased to $11.9$14.6 million for the year ended December 31, 20242025, froman $15.3increase of $2.7 million foror 22% compared to the prioryear year,ended December 31, 2024. This was primarily due to aan decreaseincrease in Other general and administrative expenses.expenses, Administrative service expenses and Professional fees.

For the years ended December 31, 2024, 20232025 and 2022,2024, we accrued $14.5 million, $16.8$16.1 million and $1.4$14.5 million, respectively, of U.S. federal excise tax.

BGSL Investments LLC (“BGSL Investments”), a wholly-owned and consolidated subsidiary that was formed in 2019, is a Delaware LLClimited liability company which has elected to be treated as a corporation for U.S. tax purposes. As such, BGSL Investments is subject to certain U.S. Federal,federal, state and local taxes. For the years ended December 31, 2024, 2023,2025 and 2022,2024, BGSL Investment LLCInvestments recorded an income tax provision of $1.7 million, $0.0 million, and $0.0 million, respectively. For the years ended December 31, 2024 and 2023, BGSL Investment LLC recorded a deferred tax liability of $1.7$2.3 million and $0.0$1.7 million, respectively, which is included within Accrued expenses and other liabilities in the Consolidated Statements of Assets and Liabilities.respectively.

For the year ended December 31, 2024,2025, the net change in unrealized losseslosses, net of income tax provision, was $153.7 million, as compared to $13.5 million for the same period in the prior year. The increase was primarily driven by theunrealized decreaselosses on investments of $149.1 million, which were mainly attributable to declines in the fair value of certain debt investments. The fair value of theseour investmentsdebt investments, as a percentage of principal, decreased dueby to0.8% for the year ended December 31, 2025, driven primarily by changes in certain portfolio company fundamentals and thebroader economic outlook.conditions.

TheIn netaddition, we recognized unrealized losses forof the$3.1 year ended December 31, 2024, were partially offset by the net change in unrealized gainsmillion on foreign currency derivative instruments of $2.4 million. These wereinstruments, primarily asresulting a result offrom fluctuations in the EURCAD, EUR, and CADGBP exchange rates vs. USD.

The net realized losses forFor the year ended December 31, 2024,2025, were partially offset bythe net realized gainsloss, net of $10.2tax expense, was $22.8 million, as compared to less than $0.1 million for the same period in the prior year. The increase was primarily driven by realized losses of $13.4 million on foreign currency transactions, primarilywhich aswere amainly resultattributable ofto fluctuations in the GBPGBP, EUR, and CADSEK exchange rates vs. USD.

Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities, debt securitization transactions, and other secured and unsecured debt. We may also generate cash flow from operations, future borrowings and future offerings of securities including public and/or private issuances of debt and/or equity securities through both registered offerings and private offerings. The primary uses of our cash and cash equivalents are for (i) originating loans and purchasing senior secured debt investments, (ii) funding the costs of our operations (including fees paid to our Adviser and expense reimbursements paid to our Administrator), (iii) debt service, repayment and other financing costs of our borrowings and (iv) cash distributions to the holders of our shares.Common Shares.

To facilitate public issuances of debt and/or equity securities, in July 2022, we filed a shelf registration statement with the SEC that was effective for a term of three years. In July 2025, we filed a new shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025.2028. The amount of securities to be issued pursuant to the shelf registration statement filed in July 20222025 was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by the registration statement filed in July 20222025 include: (i) Common Shares; (ii) preferred shares; (iii) debt securities; (iv) subscription rights; and (v) warrants. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

As of December 31, 20242025 and December 31, 2023,2024, our debt consisted of asset based leverage facilities, a revolving credit facility, unsecured note issuances and debt securitizations. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of December 31, 20242025 and December 31, 2023,2024, we had an aggregate amount of $7.1$8.1 billion and $4.9$7.1 billion of senior securities outstanding, respectively, and our asset coverage ratio was 185.7%177.1% and 200.3%,185.7%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we areexpect to be required to fund. From time to time we may also repurchase our outstanding debt. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

Cash and cash equivalents (excluding restricted cash) as of December 31, 2024,2025, taken together with our $2.2$2.4 billion of unused capacity under our credit facilities (subject to borrowing base availability, $2.2$2.3 billion is available to borrow) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $115.8$107.1 million of Level 1 and Level 2 debt investments as of December 31, 2024, which could provide additional liquidity if necessary.2025.

As of December 31, 2024,2025, we had $229.6$289.6 million in cash and cash equivalents.equivalents During(including restricted cash). For the year ended December 31, 2024,2025, cash used in operating activities was $2.5$458.7 billion,million, primarily due to purchases of investments of $3.9$3.3 billion partially offset by sales of investments and principal repayments of $787.5$2.2 millionbillion and receiptan increase in net assets resulting from operations of interest$563.5 payments from our investments.million. Cash provided by financing activities was $2.6$530.6 billionmillion during the year, which was primarily as a result of net borrowingborrowings on our credit facilities and Unsecured Notes (as defined in “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 7. Borrowings”)debt of $2.2$920.5 billionmillion and $1.0 billion of proceeds from the issuance of our Common Shares of $295.4 million partially offset by dividends paid in cash of $583.4$678.0 million.

We also access liquidity through our “at-the-market” offering program (the “ATM Program”), pursuant to which we may sell, from time to time, additional Common Shares. During the year ended December 31, 2024,2025, we sold Common Shares for net proceeds of $1.0$291.0 billionmillion through our ATM Program. As of December 31, 2024,2025, $112.0$557.4 million of Common Shares were available for issuance under the ATM Program.

For additional information on our ATM Program, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements —Note 9. Net Assets.”

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan (the “DRIP”) for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the dividend reinvestment planDRIP will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

For additional information on our distributions and dividend reinvestment plan,DRIP, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements —Note 9. Net Assets.”

In February 2023, our Board approvedauthorized a share repurchase plan, under which we were authorized to repurchase up to $250 million in the aggregate of our outstanding Common Shares in the open market at prices below our NAV per share for a one-year term, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act (the “2023 10b-18 Plan”). The 2023 10b-18 Plan was not renewed and terminated by its terms on February 22, 2024.

For additional information on our share repurchasesrepurchase plan, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements —Note 9. Net Assets.”

For additional information on our debt obligationsobligations, see “Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements —Note 7. Borrowings.”

See “Item 8. Financial Statements—Notes to Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies—Derivative Instruments” and “Item 8. Financial Statements—Notes to Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements— Note 6. Derivatives” for additional disclosure regarding our derivative instruments designated in a hedge accounting relationship.

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of December 31, 2024,2025, and December 31, 2023,2024, we had unfunded commitments, including delayed draw term loans and revolvers,revolvers with an aggregate principal amount of $1.7$1.8 billion and $985.9$1.7 million,billion, respectively.

Additionally, from time to time, the AdviserAdvisers and itstheir affiliates may commit to an investment on behalf of the investment vehicles itthey manages,manage, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle’s allocation may change prior to the date of funding. In this regard, as of December 31, 2024,2025 and December 31, 2023,2024, we estimate that $162.3$151.8 million and $221.3$162.3 million, respectively, of investments were committed but not yet funded.

•the Investment Advisory Agreement; and

The information contained in this section should be read in conjunction with “Item 1. Financial Statements” hereto and “Part II, Item 8— Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated from time to time by the Company’s periodic filings with the SEC. This discussion contains forward-looking statements and involves numerous risks, uncertainties, and other factors outside of the Company’s control, including, but not limited to, those set forth in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as updated from time to time by the Company’s periodic filings with the SEC.

Our level of investment activity (both the number of investments and the size of each investment) variescan and will 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 general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Except as specifically provided below, all investment professionals and staff of the Advisers, when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Advisers. We bear all other costs and expenses of our operations, administration and transactions, including (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (b) our allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrators in performing their administrative obligations under the Administration Agreements, including: (i) our chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals (including information technology professionals) at the Administrators that perform duties for us; and (iii) any internal audit group personnel of Blackstone Inc. (“Blackstone”) or any of its affiliates; and (c) all other expenses of our operations, administrations and transactions.

From time to time, the Advisers, the Administrators or their respective affiliates may pay third-party providers of goods or services on our behalf. We will reimburse the Adviser, the Administrator or such affiliates thereof, the Adviser will reimburse the Sub-Adviser, the Administrator or such affiliates thereof, and the Administrator will reimburse the Sub-Administrator or such affiliates thereof, in each case, for any such amounts. From time to time, the Advisers or the Administrators may defer or waive fees or rights to be reimbursed. Pursuant to the Administration Agreement, the Company’s allocable portion of the Administrator’s rent and other occupancy costs are expenses of the Company. However, the Administrator and the Prior Administrator have not historically, and the Administrator does not currently, calculate the amount of rent and other occupancy costs allocable to the Company and the Administrator and Prior Administrator have not indicated an intention to seek reimbursement from the Company for such costs. Thus, the Company, the Administrator and the Prior Administrator, as applicable, treat any such rights to any reimbursement for rent and other occupancy costs for prior periods as having been waived pursuant to the terms of the Administration Agreement and the Prior Administration Agreement, as applicable, including for the three and six months ended MarchJune 31,30, 2026 and 2025. Additionally, since the Company, the Administrator and the Prior Administrator treat any such right to reimbursement for rent and occupancy costs as having been waived pursuant to the terms of the Administration Agreement and the Prior Administration Agreement, as applicable, the Administrator and the Prior Administrator cannot recoup any such expenses. However, in future periods, the Administrator may choose to establish an allocation methodology to calculate these costs and seek reimbursement from the Company, in which case the Company will accrue and reimburse the Administrator for such costs for that period. All of the foregoing expenses will ultimately be borne by our shareholders.

For the three months ended MarchJune 31,30, 2026, we made $303.2$154.3 million aggregate principal amount of new investment commitments (including $202.1$13.5 million of which remained unfunded as of MarchJune 31,30, 2026), $303.2$151.4 million of which was first lien debt and $0.0$2.9 million of which was equity.

(2)As of MarchJune 31,30, 2026 and December 31, 2025, the weighted average total portfolio yield at amortized cost was 8.8% and 9.4%, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, the weighted average total portfolio yield at fair value was 9.0%9.1% and 9.5%, respectively.

(4)As a percentage of total fair value of performing debt investments. As of MarchJune 31,30, 2026 and December 31, 2025, performing debt investments bearing a floating rate represented 95.8%96.3% and 98.4%, respectively, of total investments at fair value.

As of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, our portfolio companies had a weighted average annual revenue of $841$866 million and $818$848 million, respectively, and weighted average annual EBITDA of $224$221 million and $210$219 million, respectively. These calculations include all private debt investments for which fair value is determined by the Board in conjunction with a third-party valuation firm and excludes quoted investments and asset-based investments. Amounts are weighted based on the fair market value of each respective investment. Amounts were derived from the most recently available portfolio company financial statements, have not been independently verified by us, and may reflect a normalized or adjusted amount. Accordingly, we make no representation or warranty in respect of this information.

Total investment income decreased to $325.5$320.5 million for the three months ended MarchJune 31,30, 2026, a decrease of $32.3$24.3 million, or 9%,7%, compared to the three months ended MarchJune 31,30, 2025. ThisThe decrease was primarily attributable to a decrease inlower weighted average yield on the portfolio, partially offset by an increase in the average investments, compared to the three months ended MarchJune 31,30, 2025. Average investments at fair value increased by 9%5% to $14,074.7$13,653.2 million for the three months ended MarchJune 31,30, 20262026, compared to $12,963.4$13,043.5 million for the three months ended MarchJune 31,30, 2025.

Additionally, for the three months ended MarchJune 31,30, 2026, we recorded $2.5$4.4 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.) as, compared to $12.9$1.7 million for the same period in the prior year, primarily asdue ato resultincreased prepayments. For the six months ended June 30, 2026, we recorded $6.8 million of non-recurring interest income (e.g., prepayment premiums, accelerated accretion of upfront loan origination fees and unamortized discounts, etc.), compared to $14.6 million for the same period in the prior year, primarily due to decreased prepayments.

For the three months ended MarchJune 31,30, 2026 and 2025, Payment-in-kind (“PIK”) interest income represented 6.6% and 6.4% of total investment income, respectively, and 12.1% and 12.6% of net investment income, respectively. For the six months ended June 30, 2026 and 2025, PIK interest income represented 6.6% and 6.0%6.2% of total investment income, respectively, and represented 12.0%12.1% and 11.3%11.9% of net investment income, respectively. We expect that PIK interest income will vary based on the elections of certain borrowers.

We expect that investment income will vary based on a variety of factors including the pace of our originations, repaymentsrepayments, and changes in interest rates.

Elevated interest rates continued to favorably impact our investment income for the three and six months ended MarchJune 31,30, 2026. Despite gradual decreases in interest rates during 2025, inflation has remained above the U.S. Federal Reserve’s target level, and interest rates remain elevated. Following three consecutive rate cuts in 2025, the U.S. Federal Reserve held interest rates steady since December 2025 and for the first half of 2026 and noted, among other matters, that it would continue to assess and monitor incoming information in considering additional adjustments. Future decreases in benchmark interest rates may adversely impact our investment income. Conversely, future increases in benchmark interest rates and the resulting impacts to cost of capital have the potential to negatively impact the free cash flow and credit quality of certain borrowers which could impact their ability to make principal and interest payments. If such interest rate fluctuations occur concurrently with a period of economic weakness or a slowdown in growth, our borrowers’ and our portfolio performance may be negatively impacted. Further, significant market dislocation as a result of changing economic conditions could limit the liquidity of certain assets traded in the credit markets, and this could impact our ability to sell such assets at attractive prices or in a timely manner.

Total interest expense increased to $100.2$101.1 million for the three months ended MarchJune 31,30, 2026, an increase of $7.2$8.8 million, or 8%,10%, compared to the same period in the prior year. ThisThe increase was primarily driven by ana increase in ourhigher average principal amount of debt outstanding, partially offset by a decrease in ourlower weighted average interest rate on our borrowings relative to the same period in the prior year.

The average principal amount of debt outstanding increased to $8,172.9$7,920.9 million for the three months ended MarchJune 31,30, 20262026, from $7,313.5$7,155.4 million for the same period in the prior year.

Our weighted average interest rate (including unused fees, amortization of debt issuance costs (including premiums and discounts), and the impact of the application of hedge accounting and excluding amortization of deferred financing costs) decreased to 4.83%4.95% for the three months ended MarchJune 31,30, 20262026, from 5.01%5.03% for the same period in the prior year. Our weighted average all-in cost of debt (including unused fees, amortization of debt issuance costs (including premiums and discounts), amortization of deferred financing costs, and the impact of the application of hedge accounting) decreased to 4.90%5.05% for the three months ended MarchJune 31,30, 20262026, from 5.09%5.10% for the same period in the prior year.

Management fees increased to $36.4$35.3 million for the three months ended MarchJune 31,30, 2026, an increase of $2.1$0.7 million, or 6%,2%, compared to the same period in the prior year, primarily due to an increase in average quarter-end gross assets. For the three months ended MarchJune 31,30, 2026, our average quarter-end gross assets increased to $14,546.5$14,112.6 million, from $13,720.5$13,839.9 million for the three months ended MarchJune 31,30, 2025.

Income based incentive fees decreased to $2.3$1.7 million for the three months ended MarchJune 31,30, 2026, a decrease of $32.0$33.0 million, or 93%,95%, compared to the threesame monthsperiod endedin Marchthe 31,prior 2025,year, primarily due to the Incentive Fee Cap, which limits the total incentive fee payable to the Adviser for the three months ended MarchJune 31,30, 2026. Pre-incentive fee net investment income decreased to $181.2$175.5 million for the three months ended MarchJune 31,30, 2026 from $223.1$210.6 million for the three months ended MarchJune 31,30, 2025.

We accrued no capital gains based incentive fees for the three and six months ended MarchJune 31,30, 2026 and June 30, 2025.

Total other expenses increased to $3.6$4.2 million for the three months ended MarchJune 31,30, 2026, an increase of $0.4$0.7 million or 13%21%, compared to the threesame monthsperiod endedin Marchthe 31,prior 2025.year. This was primarily due to an increase in Professionalother feesgeneral and Administrative serviceadministrative expenses.

For the three months ended MarchJune 31,30, 2026 and 2025, we accrued $4.1$4.4 million and $4.2$3.8 million, respectively, of U.S. federal excise tax.

BGSL Investments LLC (“BGSL Investments”), a wholly-owned and consolidated subsidiary that was formed in 2019, is a Delaware limited liability company which has elected to be treated as a corporation for U.S. tax purposes. As such, BGSL Investments is subject to certain U.S. federal, state and local taxes. For the three months ended MarchJune 31,30, 2026 and 2025, BGSL Investments recorded an income tax provision of $0.5$1.2 million and $1.5$0.3 million, respectively. For the six months ended June 30, 2026 and 2025, BGSL Investments recorded an income tax provision of $0.7 million and $1.8 million, respectively.

As of MarchJune 31,30, 2026 and 2025, BGSL Investments recorded a deferred tax liability of $3.5$4.7 million and $3.7$3.4 million, respectively, which is included within Accrued expenses and other liabilities in the Condensed Consolidated Statements of Assets and Liabilities.

For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, BGSL Investments recorded a current tax expense of $0.0$0.2 million and $0.6$0.2 million, respectively, which was substantially related to realized gains associated with the sale of an investment in a partnership interest.interest and is included in the current tax expense on realized gains in the Condensed Consolidated Statements of Operations.

For the three months ended MarchJune 31,30, 2026, the net change in unrealized losses,depreciation, net of income tax provision, was $154.9$136.5 million, as compared to $43.9$11.3 million for the same period in the prior year. The increase in losses was primarily driven by net unrealized losses on investments of $157.6$133.4 million, which were mainly attributable to declines in the fair value of certain debt investments. The fair value of our debt investments,investments as a percentage of principal, decreased by 1.1%1.0% for the three months ended MarchJune 31,30, 2026, driven primarily by changes in certain portfolio company fundamentals and broader economic conditions.

In addition, we recognizedrecorded net unrealized losses of $0.7$1.8 million on translationderivative of assets and liabilities in foreign currencies,instruments, primarily attributableresulting tofrom fluctuations in the EURCAD and GBP exchange rates vs. USD.

PartiallyIn offsettingaddition, thesewe recorded net unrealized losses for the three months ended March 31, 2026, were unrealized gains of $2.9$0.9 million on derivativetranslation instruments,of assets and liabilities in foreign currencies, primarily resultingattributable fromto fluctuations in the CAD, GBPEUR and SEKGBP exchange rates vs. USD.

For the three months ended MarchJune 31,30, 2026, the net realized gain,loss, net of tax expense, was $1.2$27.8 million, as compared to $4.9$9.6 million for the same period in the prior year. The decrease was primarily driven by net realized gainslosses on investments of $1.2$41.4 million for the three months ended MarchJune 31,30, 2026 as2026, compared to $8.5$1.2 million for the same period in the prior year, mainly driven by the gain on the salerestructuring of ancertain equitydebt investmentinvestments and the full or partial sales and repayments of investments.

As of MarchJune 31,30, 2026 and December 31, 2025, our debt consisted of asset based leverage facilities, a revolving credit facility, unsecured note issuances and debt securitizations. We have and will continue to, from time to time, enter into additional credit facilities, increase the size of our existing credit facilities or issue further debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As of MarchJune 31,30, 2026 and December 31, 2025, we had an aggregate amount of $8.1$7.6 billion and $8.1 billion of senior securities outstanding, respectively, and our asset coverage ratio was 175.5%178.0% and 177.1%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we expect to be required to fund. From time to time we may also repurchase our outstanding debt. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

Cash and cash equivalents (excluding restricted cash) of $183.4 million as of MarchJune 31,30, 2026, taken together with our $2.1$2.8 billion of unused capacity under our credit facilities (subject to borrowing base availability, $2.0$2.6 billion is available to borrow) is expected to be sufficient for our investing activities and to conduct our operations in the near term. Additionally, we held $200.0$81.5 million of Level 1 and Level 2 investments as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, we had $351.3$267.2 million in cash and cash equivalents (including restricted cash). During the threesix months ended MarchJune 31,30, 2026, cash provided by operating activities was $249.3$810.2 million, whichprimarily reflecteddue an increase in net assets resulting from operations of $25.2 million, adjusted for $157.6 million of net unrealized depreciation of investments. Cash provided by operating activities was further driven byto proceeds from sales of investments and principal repayments of $450.9$1.2 billion and the adjustment for net unrealized depreciation of investments to net assets resulting from operations of $291.0 million, partially offset by purchases of investments of $324.8$636.6 million. Cash used in financing activities was $184.2$828.1 million during the period, which was primarily as a result of dividends paid in cash of $170.5$340.6 million and net repayments on debt of $12.9$481.8 million.

We also access liquidity through our “at-the-market” offering program (the “ATM Program”), pursuant to which we may sell, from time to time, additional Common Shares. No Common Shares were issued through our ATM Program for the threesix months ended MarchJune 31,30, 2026.2026, other than those issued through the Company's dividend reinvestment plan (the “DRIP”). As of MarchJune 31,30, 2026, $557.4 million of Common Shares were available for issuance under the ATM Program.

The following table summarizes our distributions declared and payable for the threesix months ended MarchJune 31,30, 2026 (dollar amounts in thousands, except per share amounts):

With respect to distributions, we have adopted an “opt out” dividend reinvestment plan (the “DRIP”) for shareholders. As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not “opted out” of the DRIP will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

For the three and six months ended MarchJune 31,30, 2026, the Company did not repurchase any of its Common Shares under the 10b-18 Plan.

As of MarchJune 31,30, 2026 and December 31, 2025, we had an aggregate principal amount of $8.1$7.6 billion and $8.1 billion, respectively, of debt outstanding.

Our investment portfolio contains and is expected to continue to contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of MarchJune 31,30, 2026 and December 31, 2025, we had unfunded commitments, including delayed draw term loans and revolvers with an aggregate principal amount of $1.6$1.4 billion and $1.8 billion, respectively.

Additionally, from time to time, the Advisers and their affiliates may commit to an investment on behalf of the investment vehicles they manage, including the Company. Certain terms of these investments are not finalized at the time of the commitment and each respective investment vehicle’s allocation may change prior to the date of funding. In this regard, as of MarchJune 31,30, 2026 and December 31, 2025, we estimate that $139.7$98.3 million and $151.8 million, respectively, of investments were committed but not yet funded.

From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of MarchJune 31,30, 2026, management is not aware of any material pending legal proceedings.

See “Item 1. Financial Statements —Notes to Condensed Consolidated Financial Statements—Note 3. Agreements and Related Party Transactions.”

The threesix months ended MarchJune 31,30, 2026 were characterized by volatility and uncertainty in global markets, driven by investor concerns over inflation, elevated interest rates, and ongoing political and regulatory uncertainty, as well as geopolitical instability stemming from the conflicts in Ukraine and Iran and escalating conflicts in other parts of the Middle East.

TheDespite U.S.ongoing economyuncertainty hadrelating demonstrated overall resilience despiteto geopolitical uncertaintyconditions, the path of interest rates and concerns regarding artificial intelligence disruption in certain sectors.sectors, the economic backdrop has remained constructive. Nevertheless, inflation has remained above the U.S. Federal Reserve’s target level and interest rates remain elevated relative to the interest rate environment prior to the inflationary spike in 2022-2023. Following three consecutive rate cuts in 2025, the U.S. Federal Reserve held interest rates steady since December 2025 and for the first half of 2026 and noted, among other matters, that it would continue to assess and monitor incoming information in considering additional adjustments. While our business model benefits from elevated interest rates which, all else being equal, correlate to increases in our net income, higher borrowing costs may strain our existing portfolio companies, potentially leading to nonperformance. Rising interest rates can dampen consumer spending and slow corporate profit growth, negatively impacting our portfolio companies, particularly those vulnerable to economic downturns or recessions. While further interest rate hikes are not expected at this time, any renewed increases could lead to a rise in non-performing assets and decline in portfolio value if investment write-downs become necessary. Additionally, adverse economic conditions may erode the value of collateral securing some of our loans and reduce the value of our equity investments. It remains difficult to predict the full impact of recent and any future changes with respect to interest rates or inflation.

Further contributing to economic uncertainty, the current U.S. presidential administration has taken substantial actions with respect to international trade policy, including seeking to renegotiate certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries. In February 2026, the U.S. Supreme Court ruled that many of the tariffs recently imposed by the U.S. government exceeded its authority, thereby invalidating many, but not all, of such tariffs. Subsequent to the U.S. Supreme Court’s ruling, the U.S. presidential administration raised potential alternative means through which the administration could impose tariffs.tariffs and has imposed new tariffs in July 2026. Such uncertainty and/or tariffs or counter-measures could further increase costs, decrease margins, reduce the competitiveness of products and services offered by our portfolio companies and adversely affect the revenues and profitability of our portfolio companies whose businesses rely on imported goods. Meanwhile, substantial reductions in government spending could negatively affect certain of our portfolio companies that rely on government contracts, destabilize the U.S. government contracting market and harm our ability to generate expected returns. Additionally, changes in the regulation or enforcement of bank lending and capital requirements could have material and adverse effects on the private credit market. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and adversely affect the Company, its portfolio companies or their respective financial performance.