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

Investing in our common stock involves a number of significant risks. The investor should be aware of various risks, including those described below. The investor should carefully consider these risk factors, together with all of the other information included in this Annual Report. The risks set out below are known material risks but not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also materially and adversely affect our business, financial condition and/or operating results. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, the net asset valueNAV of our common stock could decline, and an investor may lose all or part of his or her investment.

Our investments in PIK interest income may expose us to risks, including a possible increase in incentive fees that are payable by us to the Investment Advisor.

Changes in interest rates may affect our cost of capital and net investment income.

Because we borrow money to make investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates would not have a material adverse effect on our net investment income given that we use debt to finance our investments. In periods of rising interest rates, which have been experienced in the United States and many other countries around the world in recent years, our cost of funds could increase, which could reduce our net investment income. In addition, in a prolonged low interest rate environment, the difference between investment income earned on interest earning assets and the interest expense incurred on interest bearing liabilities may be compressed, reducing our net investment income and potentially adversely affecting our operating results. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. Such techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.

We may have uncertainty as to the value of certain portfolio investments.

Our business relies on secure information technology systems. These systems are exposed to operational and information security risks resulting from cyberattacks that threaten the confidentiality, integrity or availability of our information resources (i.e., cyber incidents). Cyber incidents can result from unintentional events (such as an inadvertent release of confidential information) or deliberate attacks by insiders or third parties. These attacks could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing and unauthorized release of confidential information, corrupting data, denial of service attacks on our websites, “ransomware” that renders systems inoperable until ransom is paid, or various other forms of cybersecurity breaches. Cybersecurity incidents and cyber-attacks haveare been occurringbecoming more frequentlysophisticated and will likely continuedifficult to increase.detect, particularly as threat actors use artificial intelligence technologies to deploy these attacks. Artificial intelligence tools may also be susceptible to new forms of cyberattacks, such as prompt injection attacks, which may increase our cybersecurity risks. Such cyber incidents could result in disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships, any of which could have a material adverse effect on our business, financial condition and results of operations. As our reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by the Investment Advisor and third-party service providers. Cyber incidents affecting us, our Investment Advisor, or third-party service providers may adversely impact us or the companies in which we invest, causing our investments to lose value. We, along with our Investment Advisor, have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions. However, these measures may not be effective, and there can be no assurance that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. In addition, the costs related to cyber or other security threats or disruptions may not be fully insured or indemnified by other means, and we may be required to expend additional resources to modify our protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Furthermore,In addition, cybersecurity continues to beis a key priority for regulators in the U.S. and around the world,world. The SEC has adopted rules related to cybersecurity risk management for registered investment advisers, registered investment companies and somebusiness jurisdictionsdevelopment havecompanies. enactedIn lawsaddition, requiringthe SEC requires public companies to notifydisclose material cybersecurity incidents on Form 8-K and provide periodic disclosure regarding their cybersecurity risk management, strategy, and governance in annual reports. In May 2024, the SEC adopted cybersecurity regulations as an amendment to Regulation S-P designed to establish a federal “minimum standard” for covered institutions to adopt an incident response program to govern their response to any unauthorized access of customer information. The adopted rule requires compliance as of December 2025 and applies to us as it includes investment companies and registered investment advisers. The amendments require implementation of written policies and procedures to safeguard customer records and information by imposing notification requirements to affected individuals whose sensitive customer information was or is reasonably likely to have been accessed or used without authorization and other requirements, such as review of incident response programs and having policies and procedures regarding compliance by third-party service providers. We also may face increased costs to comply with the generalnew investingSEC publicrules, including increased costs for cybersecurity training and management, a portion of datawhich securitymay breachesbe involvingallocated certainto typesus. In addition, the SEC has indicated in recent periods that one of personalits data,examination priorities for the Office of Compliance Inspections and Examinations is to continue to examine cybersecurity procedures and controls, including the SEC, which, on July 26, 2023, adopted amendments requiringtesting the prompt public disclosureimplementation of certainthese cybersecurityprocedures breaches.and controls. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage.

Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials, or collectively, AI, and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve. While the full extent of current or future risks related thereto is not possible to predict, artificial intelligence could significantly disrupt the business models and markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs, any of which could have a material adverse effect on our or our portfolio companies’ business, financial condition and results of operations.

We may hold the debt securities of leveraged portfolio companies.

Our investments in secured loans may nonetheless expose us to losses from default and foreclosure.

While we invest in secured loans, they may nonetheless beexpose exposedus to losses resulting from default and foreclosure. Therefore, the value of the underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. We cannot guarantee the adequacy of the protection of our interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, we cannot assure you that claims may not be asserted that might interfere with enforcement of our rights. In addition, in the event of any default under a secured loan held directly by us, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the secured loan, which could have a material adverse effect on our cash flow from operations.

The mezzanine debt and other junior investments in which we may invest are typically contractually or structurally subordinated to senior indebtedness of the applicable company, or effectively subordinated as a result of being unsecured debt and therefore subject to the prior repayment of secured indebtedness to the extent of the value of the assets pledged as security. In some cases, the subordinated debt held by us may be subject to the prior repayment of different classes of senior debt that may be in priority ahead of the debt held by us. In the event of financial difficulty on the part of a portfolio company, such class or classes of senior indebtedness ranking prior to the debt held by us, and interest thereon and related expenses, must first be repaid in full before any recovery may be had on our mezzanine debt or other subordinated investments. Subordinated investments are characterized by greater credit risks than those associated with the senior or senior secured obligations of the same issuer. In addition, under certain circumstances the holders of the senior indebtedness will have the right to block the payment of interest and principal on our mezzanine debt or other junior investment and to prevent us from pursuing its remedies on account of such non-payment against the issuer. Further, in the event of any debt restructuring or workout of the indebtedness of any issuer, the holders of the senior indebtedness will likely control the creditor side of such negotiations.

A significant number of high yield loans in the market, in particular the broadly syndicated loan market, consist of Covenant-Lite Loans, which are loans that do not require the borrower to maintain debt service or other financial ratios and do not include terms which allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. A significant portion of the loans in which we may invest or get exposure to through its investments in CDOs or other types of structured securities are Covenant-Lite Loans and it is possible that such loans maywill comprise a majority of our portfolio from time to time. Ownership of Covenant-Lite Loans exposes us to different risks, including with respect to liquidity, price volatility, ability to restructure loans, credit risks and less protective loan documentation, than is the case with loans that contain financial maintenance covenants. Generally, Covenant-Lite Loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in Covenant-Lite Loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

We invest in high yield debt, a substantial portion of which may be rated below investment-grade by one or more nationally recognized statistical rating organizations or is unrated but of comparable credit quality to obligations rated below investment-grade, and has greater credit and liquidity risk than more highly rated debt obligations. High yield debt is generally unsecured and may be subordinate to other obligations of the obligor. The lower rating of high yield debt reflect a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. Many issuers of high yield debt are highly leveraged, and their relatively high debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. In addition, many issuers of high yield debt may be in poor financial condition, experiencing poor operating results, having substantial capital needs or negative net worth or be facing special competitive or product obsolescence problems, and may include companies involved in bankruptcy or other reorganizations or liquidation proceedings. Certain of these securities may not be publicly traded, and therefore it may beis difficult to obtain information as to the true condition of the issuers. Overall declines in the below investment-grade bond and other markets may adversely affect such issuers by inhibiting their ability to refinance their debt at maturity. High yield debt is often less liquid than higher rated securities, and the market for high yield debt has recently experienced periods of volatility. The market values of certain of this high yield debt may reflect individual corporate developments.

Our investments in bank loans and financial institutions may be less liquid than our other investments and we may incur greater risk with respect to investments we acquire through assignments or participations of interests.

We may invest a portion of our investments in loans originated by banks and other financial institutions. The loans invested in by us may include term loans and revolving loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Purchasers of bank loans are predominantly commercial banks, investment funds and investment banks. As secondary market trading volumes for bank loans increase, new bank loans are frequently adopting standardized documentation to facilitate loan trading, which should improve market liquidity. There can be no assurance, however, that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity, that the current period of illiquidity will not persist or worsen and that the market will not experience periods of significant illiquidity in the future. In addition, we may make investments in stressed or distressed bank loans, which are often less liquid than performing bank loans.

We may acquire interests in bank loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, and not with the borrower. In purchasing participations, we generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and we may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, we will assume the credit risk of both the borrower and the institution selling the participation. The bank loans acquired by us are likely to be below investment-grade.

We invest in structured products and such investments may involve significant risks.

Our portfolio may includeincludes equity investments, which are subordinated to debt investments and are subject to additional risks.

Our portfolio companies couldmay incur debt that ranks equally with, or senior to, our investments in such companies and such portfolio companies could fail to generate sufficient cash flow to service their debt obligations to us.

Additionally, certain loans that we may make to portfolio companies may be secured on a second priority basis by the same collateral securing senior secured debt of such companies. The first priority liens on the collateral will secure the portfolio company’s obligations under any outstanding senior debt and may secure certain other future debt that may be permitted to be incurred by the portfolio company under the agreements governing the loans. The holders of obligations secured by first priority liens on the collateral will generally control the liquidation of, and be entitled to receive proceeds from, any realization of the collateral to repay their obligations in full before us. In addition, the value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. There can be no assurance that the proceeds, if any, from sales of all of the collateral would be sufficient to satisfy the loan obligations secured by the second priority liens after payment in full of all obligations secured by the first priority liens on the collateral. If such proceeds were not sufficient to repay amounts outstanding under the loan obligations secured by the second priority liens, then we, to the extent not repaid from the proceeds of the sale of the collateral, will only have an unsecured claim against the portfolio company’s remaining assets, if any.

We may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. In October 2020, the SEC adopted Rule 18f-4 under the 1940 Act regarding the ability of a BDC to use derivatives and other transactions that create future payment or delivery obligations. Under Rule 18f-4, BDCs that use derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under Rule 18f-4. Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement (which may include delayed draw and revolving loans) that will not be deemed to be a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as itthey becomesbecome due. Collectively, these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

Our investments in OID and PIK interest income may expose us to risks associated with such income being required to be included in accounting income and taxable income prior to receipt of cash.

Our investments may include OID and PIK instruments. To the extent OID and PIK interest income constitute a portion of our income, we will be exposed to risks associated with such income being required to be included in an accounting income and taxable income prior to receipt of cash, including the following:

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

Our business maywill be adversely affected if we fail to maintain our qualification as a RIC.

To maintain RIC tax treatment under the Code, we must be a BDC at all times during each taxable year and meet the following minimum annual distribution, income source and asset diversification requirements. The minimum annual distribution requirement for a RIC will be satisfied if we distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of our investment company taxable income, determined without regard to any deduction for dividends paid. In this regard, a RIC may, in certain cases, satisfy the 90% distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillback dividend” provisions of Subchapter M of the Code. We would be taxed, at the regular corporate rates,rate, on any retained income and/or gains, including any short-term capital gains or long-term capital gains. We must also satisfy an additional annual distribution requirement with respect to each calendar year in order to avoid a 4% excise tax on the amount of any under-distribution. Because we may use debt financing, we are subject to (i) an asset coverage ratio requirement under the 1940 Act and may, in the future, be subject to (ii) certain financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirements. If we are unable to obtain cash from other sources, or chose or be required to retain a portion of our taxable income or gains, we could (1) be required to pay excise tax and (2) fail to qualify for RIC tax treatment, and thus become subject to corporate-level income tax on our taxable income (including gains).

general economic trends and other external factors; and loss of a major funding source.

Purchases of shares of our common stock by us under our open market repurchase program, including the Extended Company Rule 10b5-1 Stock Repurchase Plan, and by PSCM, including through the Extended PSCM Rule 10b5-1 Stock Purchase Plan, may result in the price of shares of our common stock being higher than the price that otherwise might exist in the open market.

OurOn BoardDecember authorized19, us2024, the Company entered into the Extended Company Rule 10b5-1 Stock Repurchase Plan to repurchase shares of our common stock through an open-market share repurchase program foracquire up to $20 million in the aggregate of shares of our common stock throughless 12any monthsrepurchases frommade the date of the IPO. Pursuantpursuant to such authorization and concurrently with the closing of the IPO, we entered into the Company Rule 10b5-1 Stock Repurchase Plan to acquire up to $15 million in the aggregate of shares of our common stock,Plan, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. In addition, on April 22, 2025 PSCM willentered purchaseinto the Extended PSCM Rule 10b5-1 Plan to acquire up to $5$2.5 million in the aggregate of shares of our common stockstock, in accordance with the openthe marketguidelines withinspecified onein yearRule 10b-18 and Rule 10b5-1 of the dateExchange of the IPO. Concurrently with the closing of the IPO, PSCM entered into the PSCM Rule 10b5-1 Stock Purchase Plan to permit the purchase of up to $2.5 million of our shares of common stock in connection with its purchase commitment.Act. These activities maycould have the effect of maintaining the market price of shares of our common stock or retarding a decline in the market price of the shares of our common stock, and, as a result, the price of our shares of common stock maycould be higher than the price that otherwise might exist in the open market. Repurchases pursuant to the Extended Company Rule 10b5-1 Stock Repurchase Plan could affect the price of our common stock and increase its volatility. The existence of the Extended PSCM Rule 10b5-1 Stock Purchase Plan could also cause the price of our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock. There can be no assurance that any stock repurchases will enhance stockholder value because the market price of our common stock could decline below the levels at which we repurchased such shares.

uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union andUnion, China, the Middle East, Latin America, and the war between Russia and Ukraine;

Our investment activity for the years ended December 31, 20242025, 2024, and December 31, 2023 is presented below (information presented herein is at par unless otherwise indicated). New investment commitment refers to long-term funded commitments in new securities made during the year that remained outstanding as of December 31, 20242025, 2024, and December 31, 2023, respectively.

Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).

Variable rate loans bear interest at a rate that may be determined by reference to either a) LIBOR (which can include one-, two-, three- or six-month LIBOR) or b) the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).

For the years ended December 31, 2025, 2024, 2023, and 2022,2023, total investment income was driven by interest income from our investments. The size of our investment portfolio at fair value decreased from $1.1 billion as of December 31, 2021 to $966.9 million as of December 31, 2022, increased from $966.9 million as of December 31, 2022 to $1.0 billion as of December 31, 2023, and increased from $1.0 billion as of December 31, 2023 to $1.3 billion as of December 31, 2024. All debt2024, and short-termdecreased investmentsfrom were$1.3 incomebillion producing,as exceptof forDecember two31, 2024 to $1.2 billion as of December 31, 2025. As of December 31, 2025, loans on non-accrual status asrepresented 0.09% of Decemberthe 31,total 2024.investments at fair value (or 1.34% at amortized cost). As of December 31, 2024, loans on non-accrual status represented 0.08% of the total investments at fair value (or 0.46% at amortized cost). There were no loans on non-accrual status as of December 31, 2023 and December 31, 2022.2023.

Interest expense increased during the year ended December 31, 2024 compared to the prior year primarily due to the average balance of debt increasing from $629.6 million at December 31, 2023 to $801.0 million at December 31, 2024 (interest rates increased slightly from 6.58% to 6.82% during the same period) under our BoA Credit Facility, WF Credit Facility, CLO Transaction and incentive fees due to the Investment Advisor upon completion of the IPO.Advisor.

The change in unrealized appreciation (depreciation) for the years ended December 31, 2025, 2024, 2023, and 20222023 totaled ($43.4) million, $2.8 million, and $52.6 million, respectively. For the year ended December 31, 2025, this consisted of net unrealized depreciation of $63.0 million related to existing portfolio investments and $net unrealized appreciation of $19.5 million related to exited portfolio investments (107.4a portion of which has been reclassified to realized losses) million, respectively.. For the year ended December 31, 2024, this consisted of net unrealized depreciation of $18.6 million related to existing portfolio investments and net unrealized appreciation of $21.4 million related to exited portfolio investments (a portion of which has been reclassified to realized gainslosses). For the year ended December 31, 2023, this consisted of net unrealized appreciation of $41.1 million related to existing portfolio investments and net unrealized appreciation of $11.5 million related to exited portfolio investments (a portion of which has been reclassified to realized gainslosses). For the year ended December 31, 2022, this consisted of net unrealized depreciation of $106.2 million related to existing portfolio investments and net unrealized depreciation of $1.2 million related to exited portfolio investments (a portion of which has been reclassified to realized gains).

Concurrently with the closing of the IPO, on January 22, 2024, we have entered into a share repurchase plan (the “Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $15 million in the aggregate of shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions. The Company Rule 10b5-1 Stock Repurchase Plan commenced on March 23, 20242024, and will terminateterminated upon the earliest to occur of (i) 12 months from the dateeffectiveness of the Company Rule 10b5-1 Stock Repurchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under theExtended Company Rule 10b5-1 Stock Repurchase Plan equals(as $15defined million and (iiibelow) the occurrence of certain other events described in the Company Rule 10b5-1 Stock Repurchase Plan..

For the year ended December 31, 2024,2025, we repurchased 78,9641,371,447 shares of our common stock pursuant to the Company Rule 10b5-1 Repurchase Plan and Extended Company Rule 10b5-1 Stock Repurchase Plan.

In addition, PSCM willagreed to purchase up to $5 million in the aggregate of shares of our common stock in the open market within one year of the IPO date if shares of our common stock trade below a specific level of NAV per share following the IPO. Concurrently with the closing of the IPO, PSCM entered into a share repurchasepurchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $2.5 million shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. The PSCM Rule 10b5-1 Stock Purchase Plan commenced on MarchApril 23,22, 2024 and will terminateterminated upon the earliest to occur of (i) 12 months from the dateeffectiveness of the PSCM Rule 10b5-1 Stock Purchase Plan, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the PSCM Rule 10b5-1 Stock Purchase Plan equals $2.5 million, and (iii) the occurrence of certain other events described in theExtended PSCM Rule 10b5-1 Stock Purchase Plan.

For the year ended December 31, 2024,2025, PSCM didpurchased not repurchase any136,255 shares of ourthe Company's common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan.

On February 18, 2020, we, through a special purpose wholly-owned subsidiary, PS BDC Funding, entered into the Credit Agreement with the Lenders, BofABank of America, N.A. as the administrative agent and BofA Securities, as Lead Arranger and Sole Book Manager, pursuant to which the Lenders agreed to provide us with a revolving line of credit.

Under the BoA Credit Facility, the Lenders have agreed to extend credit to PS BDC Funding in an aggregate amount up to the Commitment (as defined in the Credit Agreement) amount. The Commitment amount for the BoA Credit Facility is currently $525 million. The Borrowers’ ability to draw under the BoA Credit Facility is scheduled to terminate on February 11, 2028. All amounts outstanding under the BoA Credit Facility are required to be repaid by February 18, 2028. OnThe Marchloans 29, 2024, we entered into a fourth amendment tounder the BoA Credit Facility to,may amongbe otherbase things:rate (i)loans extendor SOFR loans. The base rate loans will bear interest at the facilitybase maturityrate dateplus from1.40%, Februaryand 18,the 2025SOFR loans will bear interest at 1-month SOFR plus 1.40% or 3-month SOFR plus 1.45%. The “base rate” will be equal to Februarythe 18,highest 2028;of (iia) update arrangements for the calculationfederal offunds rate plus 0.50%, (b) the feeprime on unused commitments from 1.30% to a range from 0.50% to 1.40%, depending on the amount of commitments utilized,rate, and (iiic) payment1-month ofor an3-month extensionSOFR fee.plus 0.10%.

As of December 31, 2024,2025, we had $352.3approximately $262.6 million principal outstanding and $172.7$262.4 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.

On DecemberNovember 18,4, 2023,2025, we entered into a fifth amendment to the WF Credit Facility Fourth(the Amendment,“WF whichCredit Facility Fifth Amendment”) that amends the WF Credit Facility to, among other things: (i) increase the amount available for borrowing under the WF Credit Facility from $150,000,000 to $175,000,000,, (ii) extend the facility maturity date from December 18, 2025 to December 18, 2028 anddate, (iii) extend the reinvestment period from December 18, 2023 to December 18, 2026, (subjectiv) toupdate otherthe provisionsapplicable spread, and (v) update the non-usage fee. The following describes the terms of the WF Credit Facility). as amended by the WF Credit Facility Fifth Amendment.

As of December 31, 2024,2025, we had $150.8$154.3 million principal outstanding and $24.2$45.7 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance with the applicable covenants in the WF Credit Facility on such date.

On May 23, 2024, we completed a $400.5 million term debt securitization (the “CLO Transaction”), also known as a collateralized loan obligation (“CLO”), in connection with which our wholly-owned indirect subsidiary issued the Notes (as defined below). The CLO Transaction functions as a source of long-term balance sheet financing for a portion of our portfolio investments and, as a result, the Notes issued in connection with the CLO Transaction are subject to our regulatory asset coverage requirement.requirements.

We have certain contracts under which we have material future commitments. We have entered into the Advisory Agreement with the Investment Advisor in accordance with the 1940 Act. Payments for investment advisory services under the Advisory Agreement are equal to (a) a base management fee calculated at an annual rate of 1.75% of the average value of the weighted average of our total net assets at the end of the two most recently completed quarters and (b) an incentive fee based on our performance. The Investment Advisor agreed to waive its right to receive management fees in excess of 1.75% of the total net assets during any period prior to the IPO. We have entered into an Administration Agreement with the Administrator to serve as our administrator. Pursuant to the Administration Agreement, the Administrator furnishes us with office facilities and equipment, provides us with clerical, bookkeeping and recordkeeping services at such facilities, and provides us with other services necessary for us to operate or has engaged a third-party firm to perform some or all of these functions.

Investing in our common stock involves a number of significant risks. In addition to other information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2025. The risks described in our annual report are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also materially and adversely affect our business, financial condition and/or operating results. Other than as set forth below, there have been no material changes during the threesix months ended MarchJune 31,30, 2026 to the risk factors discussed in Item 1A. Risk Factors of our annual report on Form 10-K for the year ended December 31, 2025.

As of MarchJune 31,30, 2026, our weighted average total yield to maturity of debt and income producing securities at fair value was 11.73%,11.95%, and our weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.26%.8.43%.

As of MarchJune 31,30, 2026, we had 283282 debt and equity investments in 214206 portfolio companies with an aggregate fair value of approximately $1.2$1.1 billion.

Our investment activity for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 is presented below (information presented herein is at amortized cost unless otherwise indicated).

Our investment activity for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 is presented below (information presented herein is at par unless otherwise indicated). New investment commitment refers to long-term funded commitments in new securities made during the period that remained outstanding as of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, respectively.

As of MarchJune 31,30, 2026 and December 31, 2025, our investments consisted of the following:

The table below describes investments by industry composition based on fair value as of MarchJune 31,30, 2026 and December 31, 2025:

The table below shows the weighted average yields and interest rate of our debt investments at fair value as of MarchJune 31,30, 2026 and December 31, 2025:

The following table shows the distribution of our debt and equity investments on the 1 to 5 investment risk rating scale range at fair value as of MarchJune 31,30, 2026 and December 31, 2025:

The following table represents the operating results for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

Investment income for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, was as follows:

For the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, total investment income was driven by interest income from our investments. Total investment income is lower for the threesix months ended MarchJune 31,30, 2026 compared to the prior year period due to the investment portfolio primarily consisting of floating rate loans in a falling rate environment. The size of our investment portfolio at fair value was approximately $1.2 billion as of December 31, 2025 and March$1.1 31,billion as of June 30, 2026, respectively. As of MarchJune 31,30, 2026, loans on non-accrual status represented less than 0.01%0.29% of the total investments at fair value (or 0.90%1.49% at amortized cost). As of December 31, 2025, loans on non-accrual status represented 0.09% of the total investments at fair value (or 1.34% at amortized cost).

Operating expenses for the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, were as follows:

Net expenses for the three months ended MarchJune 31,30, 2026 were $15.2$15.3 million, which consisted of $10.6 million in interest and debt financing, $1.6$1.7 million in incentive fees, $1.9$1.8 million in management fees, $1.1$1.0 million in other operating expenses, and $37 thousand in directors fees. Net expenses for the six months ended June 30, 2026 were $30.4 million, which consisted of $21.2 million in interest and debt financing, $3.3 million in incentive fees, $3.8 million in management fees, $2.1 million in other operating expenses, and $74 thousand in directors fees.

Net expenses for the three months ended MarchJune 31,30, 2025 were $18.3$17.8 million, which consisted of $13.0$12.6 million in interest andexpense, debt financing, $2.3$2.2 million in management fees, $1.8$1.9 million in incentive fees, $1.1$1.0 million in other operating expenses, and $37 thousand in directors fees. Net expenses for the six months ended June 30, 2025 were $36.1 million, which consisted of $25.5 million in interest and debt financing, $4.6 million in management fees, $3.8 million in incentive fees, $2.2 million in other operating expenses, and $74 thousand in directors fees.

Interest expense decreased during the threesix months ended MarchJune 31,30, 2026 compared to the prior year period primarily due to the average interest rate on debt decreasing from 6.07%6.06% at MarchJune 31,30, 2025 to 5.36%5.34% at MarchJune 31,30, 2026 (average debt outstanding decreased from $806.9$786.7 million to $707.4$708.1 million during the same period) under our BoA Credit Facility, WF Credit Facility and CLO Transaction. Incentive fees and management fees decreased compared to the prior year period due to lower net investment income and average net assets, respectively.

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, net unrealized gains (losses) on our investment portfolio were comprised of the following:

The change in unrealized appreciation (depreciation) for the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025, totaled $($37.60.3) million and ($15.4$0.9) million, respectively. For the three months ended MarchJune 31,30, 2026, this consisted of net unrealized depreciation of $52.8$6.3 million related to existing portfolio investments and net unrealized appreciation of $15.2$6.0 million related to exited portfolio investments (a portion of which has been reclassified to realized losses). For the three months ended MarchJune 31,30, 2025, this consisted of net unrealized depreciation of $21.7$13.3 million related to existing portfolio investmentsinvestments, and net unrealized appreciation of $6.3$12.4 million related to exited portfolio investments (a portion of which has been reclassified to realized losses).

During the threesix months ended MarchJune 31,30, 2026, we experienced a net decrease in cash and cash equivalents of $1.7$0.8 million. During the period, net cash provided by operating activities was $29.1$50.3 million, primarily as a result of proceeds received from sale of investments of $79.9$189.8 million, offset by fundings of portfolio investments (excluding investments in short-term investments) of $109.4$181.7 million. We funded short-term investments during the period, and as of the end of the period we held $41.4$39.9 million in fair value of short-term investments. During the same period, net cash used in financing activities was $30.8$51.1 million, primarily consisting of $15.8$20.5 million net repayments under the BoA Credit Facility and WF Credit Facility, distributions paid in cash of $13.4$25.0 million and payment for the repurchase of common stock of $1.6$5.7 million.

During the threesix months ended MarchJune 31,30, 2025, we experienced a net increase in cash and cash equivalents of $106$13.7 thousand.million. During the period, net cash provided by operating activities was $46.4$87.4 million, primarily as a result of proceeds received from sale of investments of $277.7 million, offset by fundings of portfolio investments (excluding investments in short-term investments) of $104.3 million, partially offset by proceeds received from sale of investments of $144.4$196.7 million. We funded short-term investments during the period, and as of the end of the period we held $56.9$48.8 million in fair value of short-term investments. During the same period, net cash used in financing activities was $46.3$73.7 million, primarily consisting of $29.7$40.2 million net repayments under the BoA Credit Facility and WF Credit Facility andFacility, distributions paid in cash of $15.6$28.3 million and payment for the repurchase of common shares of $5.7 million, partially increased by proceeds from the issuance of common stock of $0.5 million.

As of MarchJune 31,30, 2026 and MarchJune 31,30, 2025, we had cash and cash equivalents of $1.5$2.4 million and $2.9$16.4 million, respectively. As of MarchJune 31,30, 2026, we had $278.1$288.1 million in undrawn capacity under the BoA Credit Facility and $45.7$40.4 million in undrawn capacity under the WF Credit Facility. As of MarchJune 31,30, 2025, we had $205.9$216.4 million in undrawn capacity under the BoA Credit Facility and $20.7 million in undrawn capacity under the WF Credit Facility.

As a BDC, we are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred stock that we may issue in the future, of at least 150%. If this ratio declines below 150%, we cannot incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. As of MarchJune 31,30, 2026, our asset coverage ratio was 159%.158%.

During the threesix months ended MarchJune 31,30, 2026, the Company did not issue or sell any shares. During the threesix months ended MarchJune 31,30, 2025, the Company issued and sold 32,662 shares at an aggregate purchase price of $0.5 million. These amounts include shares issued in reinvestment.

Concurrently with the closing of the IPO, on January 22, 2024, we entered into a share repurchase plan (the “Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $15 million in the aggregate of shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. Under the Company Rule 10b5-1 Stock Repurchase Plan, the agent will increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions. The Company Rule 10b5-1 Stock Repurchase Plan commenced on March 23, 2024, and terminated upon the effectiveness of thean Extendedextension Companyto Rulesuch 10b5-1plan Stockon RepurchaseJanuary Plan22, (as defined below).2025. Concurrently with the closing of the IPO, the Company also entered into a letter agreement (the “Company Rule 10b-18 Repurchase Plan”) with J.P. Morgan Securities LLC (“JPMS”), pursuant to which JPMS acts as non-exclusive agent for the Company in connection with the Company's program to repurchase shares of itsour common stock in the open market, in accordance with Rule 10b-18 under the Exchange Act. The Company Rule 10b-18 Repurchase Plan was entered into on January 22, 2024 and will continue until terminated by either party upon written notice to the other party.

OnThe DecemberBoard 19,has 2024,subsequently weauthorized the Company to enter into extended share repurchase plans from time to time. Most recently, on May 21, 2026, the Company entered into an extendeda share repurchase plan (the “Extended Company Rule 10b5-1 Stock Repurchase Plan”) to acquire up to $20$10 million in the aggregate of shares of ourthe Company’s common stock less any repurchases made pursuant to the Company Rule 10b5-1 Stock Repurchase Plan,stock, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Extended Company Rule 10b5-1 Stock Repurchase Plan commenced on JanuaryJune 22, 20252026 and terminatedwill terminate upon the earliest to occur of (i) 12 months from the date of the Extended Company Rule 10b5-1 Stock Repurchase Plan, (ii) the end of the trading day on Januarywhich 22,the 2026.aggregate purchase price for all shares purchased under the Extended Company Rule 10b5-1 Stock Repurchase Plan equals $10 million, and (iii) the occurrence of certain other events described in the Extended Company Rule 10b5-1 Stock Repurchase Plan.

On November 3, 2025, our Board authorized us to repurchase an additional $5 million of shares of our common stock through an open-market share repurchase program and extended our open-market share repurchase program to expire on January 22, 2027. Pursuant to the program, wethe Company may, from time to time, purchase shares of our common stock in the open market, subject to market conditions and other factors. We will determine the timing and amount of repurchases based on our evaluation of market conditions and other factors.

For the threesix months ended MarchJune 31,30, 2026, we repurchased 140,149517,882 shares of our common stock pursuant to the Company Rule 10b5-1 Stock Repurchase Plan, Extended Company Rule 10b5-1 Stock Repurchase Plan, and Company Rule 10b-18 Repurchase Plan.

In addition, PSCM agreed to purchase up to $5 million in the aggregate of shares of our common stock in the open market within one year of the IPO date if shares of our common stock trade below a specific level of NAV per share following the IPO. Concurrently with the closing of the IPO, PSCM entered into a share purchase plan (the “PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase of up to $2.5 million shares of our common stock, if the market price per share of our common stock is below the most recently reported NAV per share, subject to certain limitations. The PSCM Rule 10b5-1 Stock Purchase Plan commenced on April 22, 2024 and terminated upon the effectiveness of the Extended PSCM Rule 10b5-1 Stock Purchase Plan.Plan (as defined below).

On April 22, 2025, PSCM entered into a share purchase plan (the “Extended PSCM Rule 10b5-1 Stock Purchase Plan”) to permit the purchase ofacquire up to $2.5 million in the aggregate of shares of our common stock less any purchases made pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan, ifin accordance with the marketguidelines pricespecified perin shareRule 10b-18 and Rule 10b5-1 of our common stock is below the mostExchange recently reported NAV per share, subject to certain limitations.Act. The Extended PSCM Rule 10b5-1 Stock Purchase Plan commenced on May 22, 2025 and will terminate upon the earliest to occur of (i) 12 months from the commencement of the Extended PSCM Rule 10b5-1 Stock Purchase Plan, (ii) the end of the trading dayterminated on whichMay the22, aggregate purchase price for all shares purchased under the Extended PSCM Rule 10b5-1 Stock Purchase Plan equals $2.5 million less any purchases made pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and (iii) the occurrence of certain other events described in the Extended PSCM Rule 10b5-1 Stock Purchase Plan.2026.

For the threesix months ended MarchJune 31,30, 2026, PSCM purchased 67,875 shares of the Company's common stock pursuant to the PSCM Rule 10b5-1 Stock Purchase Plan and Extended PSCM Rule 10b5-1 Stock Purchase Plan.

As of MarchJune 31,30, 2026, we had approximately $246.9$236.9 million principal outstanding and $278.1$288.1 million of available Commitments under the BoA Credit Facility, and PS BDC Funding was in compliance with the applicable covenants in the BoA Credit Facility on such date.

As of MarchJune 31,30, 2026, we had $154.3$159.6 million principal outstanding and $45.7$40.4 million of available Commitments under the WF Credit Facility, and PS BDC Funding II was in compliance with the applicable covenants in the WF Credit Facility on such date.

As of MarchJune 31,30, 2026, we had outstanding indebtedness under the CLO Transaction of $300.0 million.

We have adopted a dividend reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our stockholders, unless a stockholder elects to receive cash. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions.

A summary of our significant contractual payment obligations related to the repayment of our outstanding indebtedness at MarchJune 31,30, 2026 is as follows:

Unfunded commitments to provide funds to portfolio companies are not recorded on our consolidated statements of assets and liabilities. Our unfunded commitments may be significant from time to time. Unfunded commitments may expire without being drawn upon and the total commitment amount does not necessarily represent future cash requirements. As of MarchJune 31,30, 2026 and December 31, 2025, we had 2427 unfunded commitments totaling $20.3$21.5 million and 22 unfunded commitments totaling $21.5 million, respectively. See “Note 9. Commitments and Contingencies” in the notes to the accompanying consolidated financial statements for specific identification of the unfunded commitments. We believe we maintain sufficient liquidity in the form of cash (including restricted cash, if any), receivables and borrowing capacity to fund these unfunded commitments should the need arise. See Financial Condition, Liquidity and Capital Resources above.