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

•We are dependent upon ourthe Investment Adviser for our future success, and there are significant potential conflicts of interest that could impact our investment returns.

•We are subject to certain risks as a result of our direct interest in the 2015-1 Issuer Preferred Interests.Interests (as defined below).

•The financial projections of our portfolio companies could prove inaccurate, and the due diligence investigation that ourthe Investment Adviser carries out with respect to an investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity.

•Purchases of our common stock under our stock repurchase program, including athe Company 10b5-1 Plan,Plan (as defined below), may have resulted in the price of our common stock being higher than the price that otherwise might have existed in the open market.

•We cannot assure that an active trading market for the 20282030 Notes (as defined below) orand the 20302031 Notes (as defined below) will develop or be maintained.

•We may not be able to repurchase the 2030 Notes or 2031 Notes upon a Change of Control Repurchase Event.Event (as defined below).

U.S. capital markets continue to experience disruptions and volatility. Over the last several years, markets have been affected by an elevated interest rate environment as a result of inflation and continued geopolitical tensions (including Russia’sthe militaryIsraeli-Palestinian invasion of Ukraineconflict and the warongoing military conflict between IsraelRussia and HamasUkraine). These eventsevents, as well as broader political uncertainty related to tariffs and global trade negotiations, geopolitical tensions, dissemination of misinformation and the use of new technologies, such as AI, and the risk of a global health pandemic, have contributed to unpredictable general economic conditions that are materially and adversely impacting the broader financial and credit markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows, as well as the businesses of our portfolio companies, and the broader financial and credit markets.

At various times, such disruptions have resulted in, and may in the future result in, a lack of liquidity in parts of the debt capital markets, significant write-offs in the financial services sector and the repricing of credit risk. Such conditions may occur for a prolonged period of time again, and may materially worsen in the future, including as a result of U.S. government shutdowns, or future downgrades to the U.S. government's sovereign credit rating, including as a result of a default or the threat of default on its debt, or the perceived credit worthiness of the U.S. or other large global economies. In addition, the current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies under the current Administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China or in the ongoing conflict between Russia and Ukraine, could lead to disruption, instability and volatility in the global markets. While the current U.S. administration has signaled a reduced emphasis on regulation, past U.S. administrations supported an enhanced regulatory agenda. Changes in regulation can impose greater costs on certain sectors, including financial services, or otherwise impact the competitive environment for obligors, which could adversely impact us. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, 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. Geopolitical events can lead to military or other conflicts or sanctions that could adversely impact obligors who are sanctioned persons, are located in a sanctioned country or a country that is involved in a conflict, or who do business with a sanctioned person or country or with a country that is involved in a conflict. Conversely, changes in enforcement priorities could impact the ability or cost of doing business in particular jurisdictions.

In addition, the U.S. and global capital markets have in the past, and may in the future, experience periods of extreme volatility and disruption during economic downturns and recessions. The impact of downgrades by rating agencies to the U.S. government’s sovereign credit rating or its perceived creditworthiness as well as actual or potential government shutdowns and uncertainty surrounding transfers of power could adversely affect the U.S. and global financial markets and economic conditions. In addition, the fiscal policy of large foreign nations may have a severe impact on the worldwide and U.S. financial markets. Trade wars, tariffs and volatility in the U.S. repo market, the U.S. high yield bond markets, the Chinese stock markets and global markets for commodities may affect other financial markets worldwide. Increases to budget deficits or direct and contingent sovereign debt may create concerns about the ability of certain nations to service their sovereign debt obligations and any risks resulting from any such debt crisis in Europe, the U.S. or elsewhere could have a detrimental impact on the global economy, sovereign and non-sovereign debt in certain countries and the financial condition of financial institutions generally. Austerity measures that certain countries may agree to as part of any debt crisis or disruptions to major financial trading markets may adversely affect world economic conditions, our business and the businesses of our portfolio companies. We cannot predict the effects of these or similar events in the future on the U.S. and global economies and securities markets or on our investments. We monitor developments in economic, political and market conditions and seek to manage our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so.

Additionally, theThe Federal Reserve raised the Federal Funds Rate throughout 2022, 20232022 and part of 20242023 before it cut the Federal Funds Rate multiple times atin the2024 endand of 2024.2025. The Federal Reserve could again raise the Federal Funds Rate if inflation exceeds certain levels in the United States. These developments, along with the United States government’s credit and deficit concerns, global economic uncertainties and market volatility, have caused and could continue to cause interest rates to be volatile, which may negatively impact our ability to access the capital markets on favorable terms.

We are dependent upon ourthe Investment Adviser for our future success.

We do not have any employees. We depend on the diligence, skill, judgment and network of business contacts of ourthe Investment Adviser’s investment professionals and the Carlyle Direct Lending platform to source appropriate investments for us. We depend on members of ourthe Investment Adviser’s investment team to appropriately analyze our investments and the Investment Committee to approve and monitor our middle market portfolio investments. The Investment Committee, together with the other members of its investment team, evaluate, negotiate, structure, close and monitor our investments. Our future success will depend on the continued availability of the members of the Investment Committee and the other investment professionals available to the Investment Adviser. Neither we nor the Investment Adviser has employment agreements with these individuals or other key personnel, and we cannot provide any assurance that unforeseen business, medical, personal or other circumstances would not lead any such individual to terminate his or her relationship with us. The loss of any senior investment professionals to which ourthe Investment Adviser has access, including members of the Investment Committee, or a significant number of the investment professionals of ourthe Investment Adviser, could have a material adverse effect on our ability to achieve our investment objective as well as on our financial condition and results of operations. The market for qualified professionals is extremely competitive across levels and areas of expertise, and ourthe Investment Adviser may not be successful in its efforts to recruit, retain and motivate these professionals. In addition, ourthe Investment Adviser has seen increased focus by prospective candidates on hybrid work arrangements and arrangements providing more flexibility, including around location. If ourthe Investment Adviser’s approach to in-office and remote-work arrangements is not perceived as favorable as compared to the arrangements offered by competitors, it may experience an even further increase in competition for talent and it may be difficult to recruit and retain investment professionals. OurThe Investment Adviser has experienced upward pressure on compensation packages given the increased competition to hire and retain talented personnel. Even when ourthe Investment Adviser offers top-of-market compensation packages, it may not be able to attract and retain all of their desired personnel due to shifting workforce priorities.

In addition, we cannot assure you that ourthe Investment Adviser will remain ourthe investment adviser or that we will continue to have access to Carlyle’s investment professionals or its information and deal flow. If, due to extraordinary market conditions or other reasons, we and other funds managed by ourthe Investment Adviser or its affiliates were to incur substantial losses, the revenues of ourthe Investment Adviser and its affiliates may decline substantially. Such losses may hamper ourthe Investment Adviser's and its affiliates' ability to provide the same level of service to us as it would have. Further, there can be no assurance that ourthe Investment Adviser will replicate Carlyle’s historical success, and we caution you that our investment returns could be substantially lower than the returns achieved by other Carlyle-managed funds.

There are significant potential conflicts of interest, including the management of other investment funds and accounts by ourthe Investment Adviser, which could impact our investment returns and the holders of our common stock.

Our executive officers and directors, other current and future principals of ourthe Investment Adviser and certain members of the Investment Committee currently serve, and may continue to serve, as officers, directors or principals of other entities and affiliates of ourthe Investment Adviser and funds managed by our affiliates that operate in the same or a related line of business as we do. Currently, our executive officers, as well as the other principals of ourthe Investment Adviser manage other funds affiliated with Carlyle, including other existing and future affiliated BDCs. In addition, ourthe Investment Adviser’s investment team has responsibilities for sourcing and managing investments for certain other investment funds and accounts. Accordingly, they have obligations to investors in those entities, the fulfillment of which may not be in the best interests of, or may be adverse to the interests of, us or our stockholders. Although the professional staff of ourthe Investment Adviser will devote as much time to our management as appropriate to enable ourthe Investment Adviser to perform its duties in accordance with the Investment Advisory Agreement, the investment professionals of ourthe Investment Adviser may have conflicts in allocating their time and services among us, on the one hand, and investment vehicles managed by Carlyle or one or more of its affiliates on the other hand.

OurThe Investment Adviser and its affiliated investment managers may face conflicts in allocating investment opportunities between us and affiliated investment vehicles that have overlapping objectives with ours. For example, certain affiliated investment vehicles may have arrangements that provide for higher management or incentive fees, greater expense reimbursements or overhead allocations, or permit the Investment Adviser and its affiliates to receive transaction fees not permitted under the Investment Company Act, all of which may contribute to this conflict of interest and create an incentive for ourthe Investment Adviser or its affiliated investment managers to favor such other accounts. Furthermore, ourthe Investment Adviser and its affiliated investment managers may form vehicles for the benefit of third-party investors that will be entitled to a portion of the allocation with respect to an investment. Such co-investment rights could result in us being allocated a smaller share of an investment than would otherwise be the case in the absence of such co-investment rights. Although ourthe Investment Adviser will endeavor to allocate investment opportunities in a fair and equitable manner in accordance with its allocation policies and procedures, it is possible that, in the future, we may not be given the opportunity to participate in investments made by investment funds managed by ourthe Investment Adviser or an investment manager affiliated with ourthe Investment Adviser, including Carlyle.

It is possible that Carlyle or an affiliated investment vehicle will invest in a company that is or becomes a competitor of a portfolio company of ours. Such investment could create a conflict between us, on the one hand, and Carlyle or the affiliated investment vehicle, on the other hand. In such a situation, Carlyle or ourthe Investment Adviser may also have a conflict in the allocation of its own resources to our portfolio company. In addition, certain affiliated investment vehicles will be focused primarily on investing in other funds that may have strategies that overlap and/or directly conflict and compete with us.

In the ordinary course of business, we enter, and may continue to enter, into transactions with affiliates and portfolio companies that may be considered related party transactions. We have implemented certain policies and procedures whereby certain of our executive officers screen each of our transactions for any possible affiliations between the proposed portfolio investment, us and other affiliated persons, including ourthe Investment Adviser, stockholders that own more than 5% of us, employees, officers and directors of us and ourthe Investment Adviser and certain persons directly or indirectly controlling, controlled by or under common control with the foregoing persons. We will not enter into any agreements unless and until we are satisfied that doing so will not raise concerns under the Investment Company Act or, if such concerns exist, we have taken appropriate actions to seek Board of Directors review and approval or SEC exemptive relief for such transactions.

In the course of our investing activities, we pay management and incentive fees to ourthe Investment Adviser and reimburse ourthe Investment Adviser for certain expenses it incurs in accordance with our Investment Advisory Agreement. The base management fee is based on our gross assets and the incentive fee is paid on income, both of which include leverage. As a result, investors in our common stock invest on a “gross” basis and receive distributions on a “net” basis after expenses, resulting in a lower rate of return than an investor might achieve through direct investments. Because the management fee is based on gross assets, ourthe Investment Adviser benefits to the extent we incur debt or use leverage. Accordingly, there may be times when the senior management team of ourthe Investment Adviser has interests that differ from those of our stockholders, giving rise to a conflict.

In addition, we pay our Administrator, an affiliate of ourthe Investment Adviser, its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including, compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer, Chief Financial Officer and Principal Accounting Officer) and their respective staff who provide services to us, operations staff who provide services to us, and internal audit staff in their role of performing our Sarbanes-Oxley Act internal control assessment. These arrangements create conflicts of interest that our Board of Directors monitors. Despite Carlyle’s good faith judgment to arrive at a fair and reasonable expense allocation methodology, the use of any particular methodology may lead us to bear relatively more expense in certain instances and relatively less in other instances compared to what we would have borne if a different methodology had been used. However, Carlyle seeks to make allocations that are equitable on an overall basis in its good faith judgment.

Our ability to achieve our investment objective and to grow depends on our ability to acquire suitable investments and monitor and administer those investments, which depends, in turn, on ourthe Investment Adviser’s ability to identify, invest in and monitor companies that meet our investment criteria.

Accomplishing this result on a cost-effective basis is largely a function of ourthe Investment Adviser’s structuring of the investment process, its ability to provide competent, attentive and efficient services to us and its ability to access financing for us on acceptable terms. OurThe Investment Adviser’s investment team has substantial responsibilities under the Investment Advisory Agreement and in connection with managing us and certain other investment funds and accounts advised by ourthe Investment Adviser or its affiliates, and may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time, which will increase as the number of investments grow, may distract them or slow the rate of investment. In order for us to grow, Carlyle will need to hire, train, supervise, manage and retain new employees. However, we can offer no assurance that any such investment professionals will contribute effectively to the work of ourthe Investment Adviser. Any failure to manage our future growth effectively could have a material adverse effect on our business, financial condition and results of operations.

We have borrowed under the credit facility and through the issuance of debt securities and in the future may borrow under additional debt facilities from financial institutions. As of December 31, 2024,2025, we had issued and outstanding $978.4$1,543.7 million aggregate principal amount of indebtedness, and $50.0 million aggregate liquidation preference of the Preferred Stock.indebtedness. In addition, as a BDC, our ability to borrow or issue preferred stock may be restricted if our total assets are less than 150% of our total borrowings and preferred stock. Furthermore, equity capital may be difficult to raise because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price per share less than NAV without first obtaining approval for such issuance from our stockholders and our Independent Directors. Pursuant to approval granted at a special meeting of stockholders held on June 6,9, 2024,2025, we are authorized, with the approval of the Board of Directors, to sell or otherwise issue shares of our common stock at a price below the then-current NAV per share, subject to certain limitations (including that the number of shares issued does not exceed 25% of our then-outstanding common stock immediately prior to each such offering). Such stockholder approval expires on June 6,9, 2025.2026.

On May 5, 2020, we issued and sold 2,000,000 shares ofAny preferred stock that we issue would rank senior to an affiliate of Carlyle in a private placement at a price of $25 per share (“Preferred Stock”). The Preferred Stock ranks “senior” toour common stock in our capital structure,structure. andHolders of preferred stockholdersstock may have separate voting rights on certain matters and have other rights, preferences, or privileges that are more favorable than those of our common stockholders. The issuance of the Preferred Stock and any additional preferred stock could havedelay, the effect of delaying, deferringdefer, or preventingprevent a transaction or a change of control that might otherwise be in the best interests of our common stockholders or involve a premium price for holders of our common stock or otherwise be in their best interest.stock.

Any sale or other issuance of shares of our common stock at a price below NAV per share, including upon conversion of the Preferred Stock,share would result in immediate dilution to our common stock and a reduction of our NAV per share. This dilution would occur as a result of the sale of shares at a price below the then current NAV per share of our common stock and a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

Our ability to service our borrowings depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. In addition, our management fees are payable based on our gross assets, including assets acquired through the use of leverage (but excluding cash and any temporary investments in cash-equivalents), which may give ourthe Investment Adviser an incentive to use leverage to make additional investments. See “—We may be obligated to pay ourthe Investment Adviser incentive compensation even if we incur a loss.” The amount of leverage that we employ will depend on ourthe Investment Adviser’s and our Board of Directors’ assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to continue to obtain credit at all or on terms acceptable to us.

In addition to having fixed-dollar claims on our assets that are superior to the claims of our common stockholders, obligations to lenders may be secured by a first priority security interest in our portfolio of investments and cash. In the case of a liquidation event, those lenders would receive proceeds to the extent of their security interest before any distributions are made to our stockholders under certain circumstances. In addition, as the holder of the preferred interests issued by the 2015-1 Issuer (the “2015-1 Issuer Preferred Interests”) on the closing date of the 2015-1 Debt Securitization (as defined in Note 1, Organization, to the consolidated financial statements included in Part II, Item 8 of this Form 10-K) in exchange for our contribution to the 2015-1 Issuer of the initial closing date loan portfolio (i.e., the subordinated class of the 2015-1 Securitization), we may be required to absorb losses with respect to the 2015-1 Debt Securitization. The 2015-1 Debt Securitization and the related preferred interests have been subsequently refinanced as part of the 2015-1 Debt Securitization Refinancing and 2015-1R Refinancing (each as defined in Note 1, Organization, to the consolidated financial statements included in Part II, Item 8 of this Form 10-K).

Our Credit Facility, the Senior Notes and the 2015-1N Debt (each as defined in Note 8,1, Borrowings,Organization, or Note 1,9, Organization,Borrowings, as applicable to the consolidated financial statements included in Part II, Item 8 of this Form 10-K) impose financial and operating covenants that restrict our business activities, remedies on default and similar matters. As of December 31, 2024,2025, we were in material compliance with the operating and financial covenants of our Credit Facility, the Senior Notes and the 2015-1N Debt. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. Accordingly, although we believe we will continue to be in compliance, we cannot assure you that we will continue to comply with the covenants in our Credit Facility, the Senior Notes and the 2015-1N Debt. Failure to comply with these covenants could result in a default. If we were unable to obtain a waiver of a default from the lenders or holders of that indebtedness, as applicable, those lenders or holders could accelerate repayment under that indebtedness, which may result in cross-acceleration of other indebtedness. An acceleration could have a material adverse impact on our business, financial condition and results of operations. Lastly, we may be unable to obtain additional leverage, which would, in turn, affect our return on capital. The number of leverage providers and the total amount of financing available could decrease or remain static. We could, directly or through subsidiaries, have concentrated exposure to a small number of commercial lenders or other financing providers, which could result in us being dependent on the continued availability of capital from such financing providers. Consequently, available financing could be more expensive or on terms that are less desirable than in an environment with a larger number of leverage providers. As a business development company, we generally are required to meet the asset coverage ratio of total assets to total borrowings and other senior securities, which include our borrowings and any preferred stock that we could issue in the future, that is applicable to us under the 1940 Act.

As of December 31, 2024,2025, we had a combined $978.4$1,543.7 million of outstanding consolidated indebtedness under our Credit Facility, the Senior Notes and 2015-1N Debt. As of December 31, 2024,2025, our weighted average effective annualized interest rate was 6.65%6.02% excluding fees (such as fees on undrawnunused amounts and amortization of upfront fees). Since we generally pay interest at a floating rate on our Credit Facility and 2015-1N Debt and the effective rate of our Senior Notes is floating due to our interest rate swap, an increase in interest rates will generally increase our borrowing costs.

(1)Assumes, as of December 31, 2024,2025, (i) $1,926.0$2,790.2 million in total assets, (ii) $978.4$1,543.7 million in outstanding indebtedness, (iii) $905.2$1,167.4 million in net assets and (iv) weighted average effective annual interest rate, excluding fees (such as fees on undrawnunused amounts and amortization of financing costs), of 6.65%.6.02%.

Based on an outstanding indebtedness of $978.4$1,543.7 million as of December 31, 2024,2025, and the weighted average effective annual interest rate, excluding fees (such as fees on undrawnunused amounts and amortization of financing costs), of 6.65%6.02% as of that date, our investment portfolio at fair value would have had to produce an annual return of approximately 3.38%3.33% to cover annual interest payments on the outstanding debt. For more information on our indebtedness, see Part II, Item 7 of this Form 10-K “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition, Liquidity and Capital Resources.”

Changes in interest rates have increased,affected, and may in the future increase,affect, our cost of capital, reduce the ability of our portfolio companies to service their debt obligations and decrease our net investment income.

General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial negative impact on our investments and investment opportunities and, accordingly, may have a material adverse effect on our rate of return on invested capital, our net investment income and our NAV. Substantially all of our debt investments have variable interest rates that reset periodically based on benchmarks such as the Secured Overnight Financing Rate (“SOFR”) and the U.S. Prime Rate (“Prime Rate” or “P”), so an increase in interest rates from their historically low levels may make it more difficult for our portfolio companies to service their obligations under the debt investments that we hold. Rising interest rates could also cause portfolio companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their business and operations and could, over time, lead to increased defaults. To address concerns about inflation, the Federal Reserve continued to increaseincreased interest rates overthroughout the course of 20232022 and part of 20242023 before it cut interest rates multiple times atin the2024 endand of 2024.2025. It is a possibility that the Federal Reserve could increase rates in 20252026 if inflation levels exceed certain levels in the United States.

In addition, a rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, the increases in interest rates during 20232022 and the majority of 2024 have2023 made it easier for us to meet or exceed the incentive fee hurdle rate in our Investment Advisory Agreement and have resulted in increases in the amount of incentive fees payable to ourthe Investment Adviser with respect to our pre-incentive fee net investment income. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock. We have entered and may continue to enter into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk.

We may be obligated to pay ourthe Investment Adviser incentive compensation even if we incur a loss.

OurThe Investment Adviser is entitled to incentive compensation for each calendar quarter in an amount equal to a percentage of the excess of our pre-incentive fee net investment income for that quarter (before deducting incentive compensation) above a performance threshold for that quarter. In calculating our performance threshold, we use net assets which results in a lower hurdle rate than if we used gross assets like we do for determining our base management fee. Our pre-incentive fee net investment income for incentive compensation purposes excludes realized and unrealized capital losses and depreciation that we may incur in the calendar quarter, even if such capital losses or depreciation result in a net loss on our statement of operations for that quarter. Thus, we may be required to pay ourthe Investment Adviser incentive compensation for a calendar quarter even if there is a decline in the value of our portfolio or we incur a net loss for that quarter.

Our fee structure may induce ourthe Investment Adviser to pursue speculative investments and incur leverage, and investors may bear the cost of multiple levels of fees and expenses.

The incentive fees payable by us to ourthe Investment Adviser may create an incentive for ourthe Investment Adviser to pursue investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The incentive fees payable to ourthe Investment Adviser are calculated based on a percentage of our return on invested capital. This may encourage ourthe Investment Adviser to use leverage to increase the return on our investments. In particular, a portion of the incentive fees payable to the Investment Adviser is calculated based on the Company’s pre-incentive fee net investment income, expressed as a rate of return on the value of the Company’s net assets at the end of the immediately preceding calendar quarter, subject to a “hurdle rate” of 1.50% per quarter (6.00% annualized) and a “catch-up rate” of 1.82% per quarter (7.28% annualized). See Note 4, Related Party Transactions, to the consolidated financial statements included in Part II, Item 8 of this Form 10-K. Accordingly, an increase in leverage may make it easier for the Company to meet or exceed the hurdle rate applicable to the income-based incentive fee and may result in an increase in the amount of income-based incentive fee payable to the Investment Adviser.

Under certain circumstances, the use of leverage may increase the likelihood of default, which would impair the value of our securities. In addition, ourthe Investment Adviser receives the incentive fees based, in part, upon net capital gains realized on our investments. Unlike that portion of the incentive fees based on income, there is no hurdle rate applicable to the portion of the incentive fees based on net capital gains. As a result, ourthe Investment Adviser may have incentive to invest more capital in investments that are likely to result in capital gains as compared to income producing securities. Such a practice could result in our investing in more speculative securities than would otherwise be the case, which could result in higher investment losses, particularly during economic downturns.

The “catch-up” portion of the incentive fees may encourage ourthe Investment Adviser to accelerate or defer interest payable by portfolio companies from one calendar quarter to another, potentially resulting in fluctuations in timing and dividend amounts.

Additionally, the incentive fees payable by us to ourthe Investment Adviser may create an incentive for ourthe Investment Adviser to cause us to realize capital gains or losses that may not be in the best interests of us or our stockholders. Under the incentive fee structure, ourthe Investment Adviser benefits when we recognize capital gains and, because ourthe Investment Adviser determines when an investment is sold, ourthe Investment Adviser controls the timing of the recognition of such capital gains. Our Board of Directors is charged with protecting our stockholders’ interests by monitoring how ourthe Investment Adviser addresses these and other conflicts of interest associated with its management services and compensation.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent we so invest, bear our ratable share of any such investment company’s expenses, including management and performance fees. We also remain obligated to pay management and incentive fees to ourthe Investment Adviser with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our stockholders bears his or her share of the management and incentive fees of ourthe Investment Adviser as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.

If we are not treated as a “publicly offered regulated investment company,” as defined in the Code, certain U.S. stockholders will be treated as having received a dividend from us in the amount of such U.S. stockholders’ allocable share of the management and incentive fees paid to ourthe Investment Adviser and certain of our other expenses.

We expect to be treated as a “publicly offered regulated investment company” as a result of shares of our common stock being treated as regularly traded on an established securities market. However, we cannot assure you that we will be treated as a publicly offered regulated investment company for all years. If we are not treated as a publicly offered regulated investment company for any calendar year, each U.S. stockholder that is an individual, trust or estate will be treated as having received a dividend from us in the amount of such U.S. stockholder’s allocable share of the management and incentive fees paid to ourthe Investment Adviser and certain of our other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized deductions of such U.S. stockholder. Miscellaneous itemized deductions generally are deductible by a U.S. stockholder that is an individual, trust or estate only for tax years of such U.S. stockholder beginning after 2025 and only to the extent that the aggregate of such U.S. stockholder’s miscellaneous itemized deductions exceeds 2% of such U.S. stockholder’s adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall limitation on itemized deductions under the Code. See Part I, Item 1 of this Form 10-K “Business—Regulation—General—Election to be Taxed as a RIC” for additional information.

Under the MGCL and our Charter, our Board of Directors is authorized to classify and reclassify any authorized but unissued shares of stock into one or more classes of stock, including preferred stock. Prior to the issuance of shares of each class or series, the Board of Directors is required by Maryland law and our Charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board of Directors could authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise be in their best interest. The cost of any such reclassification would be borne by our existing common stockholders. Certain matters under the Investment Company Act require the separate vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would vote separately from the holders of common stock on a proposal to cease operations as a BDC. In addition, the Investment Company Act provides that holders of preferred stock are entitled to vote separately from holders of common stock to elect two preferred stock directors. We currently have no plans to issue additional preferred stock, but may determine to issue additional preferred stock in the future. The issuance of preferred stock convertible into shares of common stock might also reduce the net income per common share and NAV per share of our common stock upon conversion, provided, that we will only be permitted to issue such convertible preferred stock to the extent we comply with the requirements of Section 61 of the Investment Company Act. In addition, under the Investment Company Act, participating preferred stock and preferred stock constitutes a “senior security” for purposes of the 150% asset coverage test. These effects, among others, could have an adverse effect on an investment in our common stock.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part II, Item 8 of this Form 10-K “Financial Statements and Supplementary Data.” This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited toto, those described in “Risk Factors” in Part I, Item 1A of this Form 10-K. Our actual results could differ materially from those anticipated by such forward-looking statements due to factors discussed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” appearing elsewhere in this Form 10-K.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation primarily through assembling a portfolio of secured debt investments in U.S. middle market companies. Our core investment strategy focuses on lending to U.S. middle market companies, which we define as companies with approximately $25$25.0 million toor $100 milliongreater of earnings before interest, taxes, depreciation and amortization (“EBITDA”), supported by financial sponsors. This core strategy is opportunistically supplemented with differentiated and complementary lending and investing strategies, which take advantage of the broad capabilities of Carlyle's Global Credit platform while offering risk-diversifying portfolio benefits. We seek to achieve our investment objective primarily through direct origination of secured debt instruments, including first lien senior secured loans (which may include stand-alone first lien loans, first lien/last out loans and “unitranche” loans) and second lien senior secured loans (collectively, “Middle Market Senior Loans”), with a minority of our assets invested in higher yielding investments (which may include unsecured debt, subordinated debt and investments in equities and structured products). The Middle Market Senior Loans are generally made to private U.S. middle market companies that are, in many cases, controlled by private equity firms.

We are externally managed by ourthe Investment Adviser, an investment adviser registered under the Investment Advisers Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “Investment CompanyAdviser Act”) and a subsidiary of Carlyle. We benefit from ourthe Investment Adviser’s investment team of over 190205 investment professionals with the deep knowledge and expertise across multiple asset classes who are supported by a team of finance, operations and administrative professionals currently employed by Carlyle Employee Co., a wholly owned subsidiary of Carlyle. In conducting our investment activities, we believe that we benefit from the significant scale, relationships and resources of Carlyle, including ourthe Investment Adviser and its affiliates.

•Net investment income, inclusive of the preferred dividend,income was $101.8$100.7 million or $2.00$1.48 per common share.

•Adjusted for one-time income or expense events,events and purchase accounting adjustments, the adjusted net investment income per common share (a non-GAAP financial measure) was $2.02.$1.51. Refer to the Adjusted Net Investment Income and Adjusted Net Income discussion within this section for further details.

•During the year ended December 31, 2024,2025, we hadour investment fundingsbalance increased from $1.8 billion to $2.5 billion driven by net investment activity, including assets acquired in the CSL III Merger and the Credit Fund II Purchase in the first quarter of $509.0 million and investment repayments of $569.3 million.2025.

•On AugustMarch 2,27, 2024,2025, we entered intocompleted the Mergerpreviously Agreementannounced merger with Carlyle Secured LendingCSL III. In connectionaccordance with the terms of the Merger Agreement, allwe sharesissued an aggregate of Preferred Stock issued and outstanding will be exchanged for18,935,108 shares of our common stock to former CSL III shareholders and paid cash in alieu privateof placementfractional transactionshares. atCommencing a rate equal toon the quotient of (i) the aggregate liquidation preferencecompletion of the Preferredmerger, Stockall andactivity (ii)is theconsolidated Closingin CGBDthese Netconsolidated Assetfinancial Value per share.statements. Refer to Note 15, Merger with CSL III, to the consolidated financial statements as of December 31, 2024 and December 31, 2023, included in Part II, Item 8 of this Form 10-K for additional information regarding the MergerCSL Agreement,III the Mergers and the Preferred Stock Exchange.Merger.

•On October 18,7, 2024,2025, we completed a public offering of $300.0 million aggregate principal of 6.75%2031 senior unsecured notes due February 18, 2030 (the “2030 Notes”).Notes. In connection with the issuance of the 20302031 Notes, we entered into an interest rate swap agreement with JP Morgan Chase Bank N.A. for a total notional amountsamount of $300.0 million. Under the interest rate swap agreement, commencing on the effective date of August 18, 2025, we will receive a fixed interest rate of 6.75%5.75% and pay a floating interest rate based on the compounded average daily SOFR plus 3.235%.2.312%.

•Total liquidity as of December 31, 20242025 was $565.7$472.8 million in cash and undrawnunused debt capacity.

As a BDC, we believe that the key components of our results of operations for our business are earnings per share, dividends declared, net investment income and net asset value per common share. For the three months ended December 31, 2024,2025, we recorded basic earnings per common share of $0.40,$0.24, declared a dividend of $0.45$0.40 per common share and earned $0.47$0.33 of net investment income per common share. For the year ended December 31, 2024,2025, we recorded basic earnings per common share of $1.68,$1.02, declared dividendsa dividend of $1.87$1.65 per common share and earned $2.00$1.48 of net investment income per common share.

Our primary operating expenses include: (i) investment advisory fees, including base management fees and incentive fees, to ourthe Investment Adviser pursuant to the Investment Advisory Agreement; (ii) debt service and other costs of borrowings or other financing arrangements; (iii) costs and other expenses and our allocable portion of overhead incurred by our Administrator in performing its administrative obligations under the Administration Agreement; and (iv) other operating expenses summarized below:

•expenses, including travel expenses, incurred by ourthe Investment Adviser, or members of ourthe Investment Adviser team managing our investments, or payable to third parties, performing due diligence on prospective portfolio companies;

•the allocated costs incurred by ourthe Investment Adviser in providing managerial assistance to those portfolio companies that request it;

On a supplemental basis, we are disclosing Adjusted Net Investment Income, Adjusted Net Investment Income Per Common Share, Adjusted Net Income and Adjusted Net Income Per Common Share each of which is calculated and presented on a basis other than in accordance with GAAP (“non-GAAP”). We use these non-GAAP financial measures internally to analyze and evaluate financial results and performance, and we believe these non-GAAP financial measures are useful to investors as an additional tool to evaluate our ongoing results and trends and to review our performance without giving effect to (i) the amortization/accretion resulting from the new cost basis of the investments acquired and accounted for under the acquisition method of accounting in accordance with ASC 805 and (ii) the one-time purchase or non-recurring investment income and expense events, including the effects on incentive fees. The presentation of these non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

We believe that excluding the financial impact of the purchase premium in the above non-GAAP financial measures is useful for investors as this is a non-cash expense/loss and is one method we use to measure our operations. In addition, we use the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare our financial results with those of other business development companies that do not have similar financial impacts from asset acquisitions and have not had similar one-time or non-recurring events. We believe “Adjusted Net Investment Income”, “Adjusted Net Investment Income Per Common Share”, “Adjusted Net Income” and “Adjusted Net Income Per Common Share” are useful to investors as an additional tool to evaluate our ongoing results and trends without giving effect tothese one-time or non-recurring eventsconsiderations and these metrics are used to evaluate our economic earnings.

(1)On July 2, 2024, Carlyle Direct Lending CLO 2015-1R LLC, a wholly owned and consolidated subsidiary of us,the Company, completed the refinancing of its outstanding notes by redeeming the notes in full and issuing new notes and loans.loans (the “2015-1R Refinancing”). On December 1, 2025, the 2028 Notes were redeemed. In connection with the refinancing,2015-1R Refinancing and the redemption of the 2028 Notes, debt issuance costs were accelerated in accordance with GAAP. Refer to Note 8,9, Borrowings, in the consolidated financial statements as of December 31, 20242025 and December 31, 2023,2024, included in Part II, Item 8 of this Form 10-K for more information on the refinancing.2015-1R Refinancing and the redemption of the 2028 Notes.

(2)Weighted average yield for total debt and income producing investments includes Credit Fund and Credit Fund II,Fund, as well as income producing equity investments.

(1)Based on cost paid/proceeds ofreceived from equity activity.

(3)For the years ended December 31, 20242025 and 2023,2024, 99.0%100.0% and 100.0%99.0% of new funded debt investments were at floating interest rates, respectively.rates.

As part of the monitoring process, ourthe Investment Adviser has developed risk assessment policies pursuant to which it regularly assesses the risk profile of each of our first lien and second lien debt investments and rates each of them based on the following categories, which we refer to as “Internal Risk Ratings”. Key drivers of internal risk ratings include financial metrics, financial covenants, liquidity and enterprise value coverage. Pursuant to these risk policies, an Internal Risk Rating of 1 – 5, which are defined below, is assigned to each first lien and second lien debt investment in our portfolio.

OurThe Investment Adviser monitors and, when appropriate, changes the risk ratings assigned to each first lien and second lien debt investment in our portfolio. OurThe Investment Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings as of December 31, 20242025 and 2023.2024.

As of December 31, 20242025 and 2023,2024, the weighted average Internal Risk Rating of our first lien and second lien debt investment portfolio was 2.1 and 2.2, respectively.2.1. As of December 31, 20242025 and 2023,2024, threesix and fourthree of our first lien and second lien debt investments were assigned an Internal Risk Rating of 4 or 5, respectively.

Credit FacilityFacilities

On March 21, 2014, we closed on a senior secured revolving credit facility (the “Credit Facility”), aswhich was most recently amended and restated on March 12, 2025, and may be further amended from time to time. TheOn maximumJuly principal10, amount2025, ofwe increased the total commitments under the Credit Facility isby $790,000,$25,000, resulting in total commitments increasing to $960,000 ($935,000 prior to the July 10, 2025 increase), pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of our portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that we may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased, subject to certain conditions, to $1,185,000$1,402,500 through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $50,000$75,000 limit for swingline loans and a $20,000$30,000 limit for letters of credit. Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by us. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, shareholders’stockholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.

(2)AvailableThe foramount borrowingavailable is based on the computation of collateral to support the borrowings and subject to compliance with applicable covenants and financial ratios.

On December 30, 2019, we closed a private offering of $115.0 million in aggregate principal amount of 4.75% senior unsecured notes due December 31, 2024 and on December 11, 2020, we issued an additional $75.0 million aggregate principal amount of 4.50% senior unsecured notes due December 31, 2024 (together the “2024 Notes”). The interest rates of the 2024 Notes were subject to increase (up to an additional 1.00% over the stated rate of such notes) in the event, subject to certain exceptions, the 2024 Notes ceased to have an investment grade rating. The 2024 Notes were general unsecured obligations of ours that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us. The 2024 Notes were repaid in full at maturity on December 31, 2024.

On November 20, 2023, we completed a public offering of $85.0 million in aggregate principal of 8.20% senior unsecured notes due December 1, 2028 (the “2028 Notes”). WeOn mayDecember redeem1, 2025, we redeemed the 2028 Notes in whole or in part at our option on or after December 1, 2025 at a redemption price ofequal to 100% of the outstanding principal amount of 2028 Notes to be redeemedredeemed, plus accrued and unpaid interest thereon.otherwise Thepayable for the then-current quarterly interest period accrued to, but excluding, the December 1, 2025 (the “Redemption Date”). In connection with the redemption, the 2028 Notes arewere generaldelisted unsecuredfrom obligationsthe ofNasdaq oursGlobal thatSelect rankMarket pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.(“Nasdaq”).

On October 18, 2024, we completed a public offering of $300.0 million aggregate principal of 6.75% senior unsecured notes due February 18, 2030 (the “2030 Notes” and together with the 2024 Notes and 2028 Notes, the “Senior Notes”). We may redeem the 2030 Notes in whole or in part at our option at any time or from time to time at a redemption price equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on January 18, 2030) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points less (b) interest accrued to the date of redemption, or (2) 100% of the principal amount of the 2030 Notes to be redeemed, plus, in either casecase, accrued and unpaid interest thereon.thereon Theto, but excluding, the redemption date. At any time on or after January 18, 2030, we may redeem the 2030 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2030 Notes areto generalbe unsecuredredeemed, obligationsplus of ours that rank pari passu with all outstandingaccrued and futureunpaid unsecuredinterest unsubordinatedthereon indebtednessto, issuedbut byexcluding us.the redemption date.

The following table details the carrying value of our 2024 Notes, 2028 Notes, and 2030Senior Notes as of December 31, 20242025 and 20232024:

In November 2023, in connection with the issuance of the 2028 Notes, the Companywe entered into a five-year interest rate swap agreement with Morgan Stanley Capital Services LLC (“Morgan Stanley”) to mitigate the exposure to adverse fluctuations in interest rates for a total notional amount of $85.0 million, maturing on December 1, 2028. Morgan Stanley hashad the ability to exercise an early termination commencing on December 1, 2025, subject to providing written notice thirty days prior. Under the interest rate swap agreement, thewe Company receivesreceived a fixed interest of 8.20% and payspaid a floating rate based on the compounded average daily SOFR rate plus 3.139%. The CompanyWe designated this interest rate swap agreement as a hedging instrument to the 2028 Notes. In connection with the redemption of the 2028 Notes, Morgan Stanley elected to exercise the early termination right, and the interest rate swap agreement was terminated effective December 1, 2025.

In October 2024, in connection with the issuance of the 2030 Notes, the Companywe entered into an interest rate swap agreement with JP Morgan Chase Bank N.A. (“JP Morgan”) to mitigate the exposure to adverse fluctuations in interest rates for a total notional amount of $300.0 million, maturing on February 18, 2030. Under the interest rate agreement, commencing on the effective date of August 18, 2025, thewe Company receivesreceive a fixed interest rate of 6.75% and payspay a floating interest rate based on the compounded average daily SOFR plus 3.235%. The CompanyWe designated this interest rate swap agreement as a hedging instrument to the 2030 Notes.

On June 26, 2015, we completed the 2015-1 Debt Securitization,Securitization (as defined in Note 1, Organization, to the consolidated financial statements included in Part II, Item 8 of this Form 10-K), which was refinanced on August 30, 2018 (the “2015-1 Debt Securitization Refinancing”) by redeeming in full the previously issued securitized notes and issuing new notes (the “2015-1R Notes”). The 2015-1R Notes were issued by Carlyle Direct Lending CLO 2015-1R LLC (the “2015-1 Issuer”), a wholly owned and consolidated subsidiary of us. The 2015-1R Notes were secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans.

On July 2, 2024, the Companywe and the 2015-1 Issuer completed a refinancing of the 2015-1R Notes (the “2015-1R Refinancing”), which resulted in the issuance of a $410.0 million collateralized loan obligation (“the “2015-1N Debt”). On the closing date of the 2015-1R Refinancing, the 2015-1 Issuer refinanced the 2015-1R Notes with the 2015-1N Debt, issued additional 2015-1 Issuer Preferred Interests to the Companyus in the aggregate notional amount of $13,500, increasing the 2015-1 Issuer Preferred Interests held by the Companyus to approximately $118,054 and extended the reinvestment period end date and maturity date applicable to the 2015-1 Issuer to July 15, 2028 and July 1, 2036, respectively.

Following the 2015-1R Refinancing, the Companywe retained the 2015-1 Issuer Preferred Interests. The 2015-1N Debt in the 2015-1R Refinancing was issued by the 2015-1 Issuer and is secured by a diversified portfolio of the 2015-1 Issuer consisting primarily of first and second lien senior secured loans. As of the closing date, the Companywe retained the $30$30.0 million Class C-R Notes. The following table summarizes the terms of the 2015-1N Debt tranches and their principal amount:

We use words such as “anticipates,” “believes,” “expects,” “intends,” “will,” “should,” “may,” “plans,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking information for any reason, including the factors 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 (orour “2025 Form 10-K”).

FirstSecond Quarter 2026 Highlights

•For the firstsecond quarter, dividends declared on common shares were $28.1$24.2 million, or $0.40$0.35 per share.

•Net investment income for the three months ended MarchJune 31,30, 2026 increaseddecreased from the comparable period in the prior year primarily driven by lower yields on investments. This was partially offset by a higher average outstanding investment balance due to net origination activity over the last twelve months, including assets acquired in the CSL III Merger and the Credit Fund II Purchase in the first quarter of 2025. This was partially offset by lower yields on investments.months.

•The NAV per common share decreased to $15.61 as of June 30, 2026 from $15.89 as of March 31, 2026 from $16.26 as of December 31, 2025.2026.

•As of MarchJune 31,30, 2026, we held 248263 investments across 171177 portfolio companies and 31 industries for a total fair value of $2.3$2.4 billion.

•During the three months ended MarchJune 31,30, 2026, our investment balance decreasedincreased from $2.5$2.3 billion to $2.3$2.4 billion primarily due to salesnet toorigination Credit Fund.activity.

•As of MarchJune 31,30, 2026, non-accrual investments represented 1.0%1.2% and 0.9%0.6% of our portfolio based on cost and fair value, respectively.

•Total liquidity as of MarchJune 31,30, 2026 was $641.9$592.2 million in cash and unused debt capacity.

•During the three months ended MarchJune 31,30, 2026, we repurchased 1,536,2541,110,122 shares of our common stock for an aggregate purchase price of approximately $18.5$12.5 million, resulting in accretion to NAV per common share of approximately $0.09.$0.07.

•On AprilJuly 29, 2026, we declared common stock dividends of $0.35 per share to be paid on JulyOctober 16, 2026.

•From AprilJuly 1, 2026 through MayAugust 8,5, 2026, we repurchased 773,808356,233 shares of our common stock for an aggregate purchase price of approximately $8.8$3.7 million resulting in $0.09$0.03 per common share of NAV accretion.

As a BDC, we believe that the key components of our results of operations for our business are earnings per share, dividends declared, net investment income and net asset value per common share. For the three months ended MarchJune 31,30, 2026, we recorded basic earnings per common share of $(0.06),$0.00, declared a dividend of $0.40$0.35 per common share and earned $0.36$0.35 of net investment income per common share.

For the three months ended MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, we declared dividends per common share of $0.40$0.35 inand each$0.40, period.respectively. As of MarchJune 31,30, 2026 and December 31, 2025, our NAV per share was $15.89$15.61 and $16.26, respectively.

The following tables summarize certain characteristics of our investment portfolio as of MarchJune 31,30, 2026:

(1)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of MarchJune 31,30, 2026. Weighted average yield at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Weighted average yields exclude investments on non-accrual status. Actual yields earned over the life of each investment could differ materially from the yields presented above. Inclusive of all debt and income producing investments and investments on non-accrual status, the weighted average yield on amortized cost was 9.9%10.2% as of MarchJune 31,30, 2026.

The geographical composition of investments at fair value as of MarchJune 31,30, 2026 were as follows:

The industry composition of investments at fair value as of MarchJune 31,30, 2026 were as follows:

Our investment activity for the three months ended MarchJune 31,30, 2026 is presented below (information presented herein is at amortized cost unless otherwise indicated):

(3)For the three months ended MarchJune 31,30, 2026, 100.0% of new funded debt investments were at floating interest rates.

See the Consolidated Schedules of Investments as of MarchJune 31,30, 2026 to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on these investments, including a list of companies and type and amount of investments.

The Investment Adviser monitors and, when appropriate, changes the risk ratings assigned to each first lien and second lien debt investment in our portfolio. The Investment Adviser reviews our investment ratings in connection with our quarterly valuation process. The below table summarizes the Internal Risk Ratings as of MarchJune 31,30, 2026 and December 31, 2025.

As of Marchboth 31,June 30, 2026 and December 31, 2025, the weighted average Internal Risk Rating of our first lien and second lien debt investment portfolio was 2.1. As of Marchboth 31,June 30, 2026 and December 31, 2025, five and six of our first lien and second lien debt investments were assigned an Internal Risk Rating of 4 or 5, respectively.5.

The following table summarizes the fair value of our performing and non-accrual/non-performing investments as of MarchJune 31,30, 2026 and December 31, 2025:

On March 21, 2014, we closed on a senior secured revolving credit facility (the “Credit Facility”), which was most recently amended and restated on March 12, 2025, and may be further amended from time to time. On July 10, 2025, we increased theThe total commitments under the Credit Facility byare $25,000, resulting in total commitments increasing to $960,000$875,457 ($935,000$960,000 prior to the JulyMay 10,25, 20252026 increaseexpiration of $135,000 of the commitments, of which $50,457 remained outstanding as of June 30, 2026 and matures on May 25, 2027), pursuant to the terms of the agreement, subject to availability under the Credit Facility, which is based on certain advance rates multiplied by the value of our portfolio investments (subject to certain concentration limitations) net of certain other indebtedness that we may incur in accordance with the terms of the Credit Facility. Proceeds of the Credit Facility may be used for general corporate purposes, including the funding of portfolio investments. Maximum capacity under the Credit Facility may be increased, subject to certain conditions, to $1,402,500 through the exercise by us of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Credit Facility includes a $75,000 limit for swingline loans and a $30,000 limit for letters of credit. Subject to certain exceptions, the Credit Facility is secured by a first lien security interest in substantially all of the portfolio investments held by us and Credit Fund II. The Credit Facility includes customary covenants, including certain financial covenants related to asset coverage, stockholders’ equity and liquidity, certain limitations on the incurrence of additional indebtedness and liens, and other maintenance covenants, as well as usual and customary events of default for senior secured revolving credit facilities of this nature.

The Credit Facility consisted of the following as of MarchJune 31,30, 2026 and December 31, 2025:

The following table details the carrying value of our Senior Notes as of MarchJune 31,30, 2026 and December 31, 2025:

On February 29, 2016, we and Credit Partners USA LLC (“Credit Partners”) entered into an amended and restated limited liability company agreement, as amended from time to time, to co-manage Credit Fund, a Delaware limited liability company that is not consolidated in our unaudited consolidated financial statements. Credit Fund is managed by a six-member board of managers, on which we and Credit Partners each have equal representation. We and Credit Partners each have 50% economic ownership of Credit Fund and have commitments to fund, from time to time, capital of up to $250,000 each as of MarchJune 31,30, 2026, which increased from $175,000 each as of February 11, 2026. Funding of such commitments generally requires the approval of the board of Credit Fund, including the board members appointed by us. By virtue of our respective membership interests, we and Credit Partners each indirectly bear an allocable share of all expenses and other obligations of Credit Fund.

Since inception of Credit Fund and through MarchJune 31,30, 2026, we and Credit Partners each made capital contributions of $1 in members’ equity and $216,000 in subordinated loans to Credit Fund. On March 24, 2025, we and Credit Partners each received an aggregate return of capital on subordinated loans of $62,500. Since inception, we and Credit Partners each have received an aggregate return of capital on subordinated loans of $85,500. The cost and fair value of our investment in Credit Fund were $130,501 and $122,983,$123,753, respectively, as of MarchJune 31,30, 2026 and $171,001 and $163,614, respectively, as of December 31, 2025.

Our share of the dividends declared by Credit Fund was $5,000 for the three months ended March 31, 2026$5,750 and $5,000 for the three months ended DecemberJune 30, 2026 and March 31, 2025.2026, respectively. As of bothJune 30, 2026 and March 31, 2026 and December 31, 2025,2026, our annualized dividend yield from Credit Fund was 15.3%.17.6% and 15.3%, respectively. Below is a summary of Credit Fund’s portfolio as of MarchJune 31,30, 2026 and December 31, 2025:

(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of MarchJune 31,30, 2026 and December 31, 2025. Weighted average yield on debt at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield on debt at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Weighted average yields exclude investments on non-accrual status. Actual yields earned over the life of each investment could differ materially from the yields presented above.

On December 23, 2025, we, together with CARS, an affiliated BDC, and Sixth Street (collectively, the “SCP Members”), entered into an amended and restated limited liability company agreement, as amended from time to time, to co-manage Structured Credit Partners, a Delaware limited liability company that is not consolidated in our consolidated financial statements. Structured Credit Partners is managed by a board consisting of eight members, on which each Member has equal representation. The SCP Members each hold 25% voting interests through non-economic Class A membership interests. Economic interests are based on funded capital contributions and capital commitments through Class B and Class C membership interests as follows:

Our share of the dividends declared by Structured Credit Partners was $2,282 and $302 for the three months ended June 30, 2026 and March 31, 2026.2026, respectively. As of June 30, 2026 and March 31, 2026, our annualized dividend yield from Structured Credit Partners was 10.7%.18.7% and 10.7%, respectively. Below is a summary of Structured Credit Partners’ portfolio as of June 30, 2026:

(2)Weighted average yields include the effect of accretion of discounts and amortization of premiums and are based on interest rates as of MarchJune 31,30, 2026. Weighted average yield on debt at fair value is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount (“OID”) and market discount earned, divided by (b) total fair value included in such securities. Weighted average yield on debt at amortized cost is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of OID and market discount earned, divided by (b) total amortized cost included in such securities. Weighted average yields exclude investments on non-accrual status. Actual yields earned over the life of each investment could differ materially from the yields presented above.

For the three months ended June 30, 2026 and March 31, 2026 and December 31, 2025

The following table sets forth information regarding our consolidated results of operations for the three months ended June 30, 2026 and March 31, 2026 and December 31, 2025:

The decrease in investment income for the three months ended MarchJune 31,30, 2026, as compared to the three months ended DecemberMarch 31, 2025,2026, was primarily driven by a lower weighted average yieldprincipal onbalance theof our total debt and income-producing investments and lower other income, partially offset by an increase in dividend income from Credit Fund and Structured Credit Partners. As of June 30, 2026, our portfolio andat aamortized lowercost averageincreased outstandingto principal$2,414,341 balance.from As$2,306,378 as of March 31, 2026, the size of our portfolio decreased to $2,306,378 from $2,469,396 as of December 31, 2025, at amortized cost.2026. As of MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, the weighted average yield of our total debt and income producing investments was 10.0%10.4% and 10.1%,10.0%, respectively, based on amortized cost.

Interest income and PIK income on our first and second lien debt investments are dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, sixeight and sevensix of our debt and preferred equity investments, respectively,investments were on non-accrual status.status, respectively. As of MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, non-accrual investments had a fair value of $20,617$13,765 and $30,541,$20,617, which represented approximately 0.9%0.6% and 1.2%0.9% of total investments at fair value, respectively. The remaining income producing investments were performing and current on their interest payments as of MarchJune 31,30, 2026 and DecemberMarch 31, 2025.2026.

The increasedecrease in other income for the three months ended MarchJune 31,30, 2026, compared to the three months ended DecemberMarch 31, 2025,2026, was primarily driven by ana increasedecrease in prepayment fees.

The increase in dividend income for the three months ended MarchJune 31,30, 2026, compared to the three months ended DecemberMarch 31, 20252026, iswas due to dividendsan declaredincrease in dividend income from Credit Fund and Structured Credit Partners.

The decrease in interest expense and credit facility fees was primarily driven by a lower baseaverage ratesprincipal and the acceleration of debt issuance costbalance during the three months ended DecemberJune 31,30, 2025.2026.

The decrease in base management fees was driven by lower average gross assets for the three months ended MarchJune 31,30, 2026 compared to the three months ended DecemberMarch 31, 2025.2026.

The increasedecrease in incentive fees was driven by higherlower pre-incentive fee net investment income for the three months ended MarchJune 31,30, 2026 compared to the three months ended DecemberMarch 31, 2025.2026.

For the three months ended MarchJune 31,30, 2026, there were no accrued capital gains incentive fees based upon the cumulative net realized and unrealized appreciation (depreciation) as of MarchJune 31,30, 2026. The accrual for any capital gains incentive fee under accounting principles generally accepted in the United States (“U.S. GAAP”) in a given period may result in an additional expense if such cumulative amount is greater than in the prior period or a reduction of previously recorded expense if such cumulative amount is less than in the prior period. If such cumulative amount is negative, then there is no accrual. See Note 4, Related Party Transactions, to the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q for more information on the incentive and base management fees.

The amount of and number of investments with realized gain (loss) and change in unrealized appreciation (depreciation) for the three months ended June 30, 2026 and March 31, 2026 and December 31, 2025 were as follows:

For the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025

The following table sets forth information regarding our consolidated results of operations for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

The increasedecrease in investment income for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, was primarily driven by a lower weighted average yield on our total debt and income producing investments. The increase in investment income for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, was primarily driven by a higher average outstanding investment balance due to net origination activity over the last twelve months,balance, including assets acquired in the CSL III Merger and the Credit Fund II Purchase in the first quarter of 2025. ThisAs wasof partiallyJune offset30, by2026, lowerour yieldsportfolio onat investments.amortized cost increased to $2,414,341 from $2,366,445 as of June 30, 2025. As of MarchJune 31, 2026, the size of our portfolio increased to $2,306,378 from $2,273,998 as of March 31, 2025, at amortized cost. As of March 31,30, 2026 and MarchJune 31,30, 2025, the weighted average yield of our total debt and income producing investments was 10.0%10.4% and 10.9%, respectively, based on amortized cost.

Interest income and PIK income on our first and second lien debt investments are dependent on the composition and credit quality of the portfolio. Generally, we expect the portfolio to generate predictable quarterly interest income based on the terms stated in each loan’s credit agreement. As of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, sixeight and fivesix of our debt and preferred equity investments were on non-accrual status, respectively. Non-accrual investments had a fair value of $20,617$13,765 and $36,622,$48,069, which represented approximately 0.9%0.6% and 1.6%2.1% of total investments at fair value as of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively. The remaining income producing investments were performing and current on their interest payments as of MarchJune 31,30, 2026 and MarchJune 31,30, 2025.

The increase in otherdividend income for the three and six months ended MarchJune 31,30, 2026, compared to the three and six months ended MarchJune 31,30, 2025, was primarily driven by dividend income from Structured Credit Partners and an increase in prepaymentdividend fees.income from Credit Fund.