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

Our Board may decide to issue additional common stock to finance our operations rather than issuing debt or other senior securities. However, we generally are not able to issue and sell our common stock at a price below net asset value per share. We may, however, elect to issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board determines that the sale is in our best interests and the best interests of our stockholders, and our stockholders have approved our policy and practice of making these sales within the preceding 12 months. Pursuant to approval granted at a special meeting of stockholders held on MayJune 22,20, 2024,2025, we are currently permitted to sell or otherwise issue shares of our common stock at a price below our then-current net asset value per share, subject to the approval of our Board and certain other conditions. Such stockholder approval expires on MayJune 22,20, 2025.2026. We may in the future seek such approval again; however, there is no assurance such approval will be obtained. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of those securities (less any distribution commission or discount). In the event we sell shares of our common stock at a price below net asset value per share, existing stockholders will experience net asset value dilution. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and would cause 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. As a result of any such dilution, our market price per share may decline. 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.

As of December 31, 2024,2025, we had $1,954.1$1,763.9 million principal amount of outstanding indebtedness, which had an annualized interest cost of 7.5%6.2% under the terms of our debt, excluding fees (such as fees on undrawn amounts and amortization of upfront fees) and giving effect to the swap-adjusted interest rates on our 2026 Notes, 2028 Notes, 2029 Notes and 20292030 Notes.

As of December 31, 2024,2025, as adjusted to give effect to the interest rate swaps, the interest rate on the 2026 Notes was three-month SOFR plus 2.17%, the interest rate on the 2028 Notes was three-month SOFR plus 2.99%, and the interest rate on the 2029 Notes was three-month SOFR plus 2.44%.2.44% and the interest rate on the 2030 Notes was three-month SOFR plus 1.53%.

As a result, you may face increased investment risk. We may not be able to implement our strategy to utilize additional leverage successfully. See “—We operate in a highly competitive environmentmarket for investment opportunities.” Any impact on returns or equity or our business associated with additional leverage may not outweigh the additional risk. See “—We borrow money, which magnifies the potential for gain or loss and increases the risk of investing in us.”

WeOur investment objective is to generate current income by targeting investments with favorable “risk-adjusted returns,” which are aexpected specialtyreturns financethat companyare focusedadjusted based on lendingthe tolevels middle-marketof companies.risk associated with the investments. Since we began our investment activities in July 2011, through December 31, 2024,2025, we have originated more than $46.2$53.3 billion aggregate principal amount of investments and retained approximately $10.9$11.8 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income primarily in U.S.-domiciled middle-market companies through direct investment originations of senior secured loans and, to a lesser extent, originations of mezzanine and unsecured loans and investments in corporate bonds, equity securities, and other instruments.

Our Adviser is a Delaware limited liability company. Our Adviser acts as our investment adviser and administrator and is a registered investment adviser with the SEC under the Advisers Act. Our Adviser sources and manages our portfolio through a dedicated team of investment professionals predominately focused on direct lending, which we refer to as our Investment Team. Our Investment Team is led by our ChairmanAdviser’s Co-Founding Partner, Co-President and Chief Executive Officer and our Adviser’s Co-Chief Investment Officer Joshua EasterlyEasterly, our Co-Head of Sixth Street Direct Lending and Co-Head of Growth Robert “Bo” Stanley, Co-Head of Direct Lending Michael Griffin, and our Adviser’s Co-Founding Partner, Chief Executive Officer, and Co-Chief Investment Officer Alan Waxman, bothall of whom have substantial experience in credit origination, underwriting and asset management. Our investment decisions are made by our Investment Review Committee, which includes senior personnel of our Adviser and affiliates of Sixth Street Partners, LLC, or “Sixth Street.”

Sixth Street is a global investment business with over $100$125 billion of assets under management as of December 31, 2024.2025. Sixth Street’s direct lending platforms include Sixth Street Specialty Lending and Sixth Street Lending Partners, which are aimed at U.S. middle-market loan originations and upper middle-market loan originations, respectively, Sixth Street Specialty Lending Europe, which is aimed at European middle-market loan originations. Additional Sixth Street core platforms include Sixth Street TAO, which has the flexibility to invest across all of Sixth Street’s private credit market investments, Sixth Street Opportunities, which focuses on actively managed opportunistic investments across the credit cycle, Sixth Street Credit Market Strategies, which is the firm’s “public-side” credit investment platform focused on investment opportunities in broadly syndicated leveraged loan markets, Sixth Street Growth, which provides financing solutions to growing companies, Sixth Street Fundamental Strategies, which primarily invests in secondary credit, and Sixth Street Agriculture, which invests in niche agricultural opportunities. Sixth Street has a long-term oriented, highly flexible capital base that allows it to invest across industries, geographies, capital structures and asset classes. Sixth Street has extensive experience with highly complex, global public and private investments executed through primary originations, secondary market purchases and restructurings, and has a team of over 650740 investment and operating professionals. As of December 31, 2024,2025, seventy-twoseventy-eight (7278) of these personnel are dedicated to direct lending, including fifty-sevensixty-three (5763) investment professionals.

Changes in our net investment income are primarily driven by the spread between the payments we receive from our investments in our portfolio companies against our cost of funding, rather than by changes in interest rates. Our investment portfolio primarily consists of floating rate loans, and our Revolving Credit Facility, 2026 Notes 2028 Notes, 2029 Notes, and 20292030 Notes after taking into account the effect of the interest rate swaps we have entered into in connection with these securities, all bear interest at floating rates. Macro trends in base interest rates like SOFR or other reference rates may affect our net investment income over the long term. However, because we generally originate loans to a limited number of portfolio companies each quarter, and those investments also vary in size, our results in any given period—including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period—often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business.

As of December 31, 2025, our portfolio based on fair value consisted of 89.2% first-lien debt investments, 0.9% second-lien debt investments, 1.8% mezzanine debt investments, 5.2% equity and other investments and 2.9% structured credit investments. As of December 31, 2024, our portfolio based on fair value consisted of 93.9% first-lien debt investments, 0.6% second-lien debt investments, 1.1% mezzanine debt investments, 4.4% equity and other investments and less than 0.1% structured credit investments. As of December 31, 2023, our portfolio based on fair value consisted of 91.3% first-lien debt investments, 1.1% second-lien debt investments, 1.2% mezzanine debt investments, 4.7% equity and other investments and 1.7% structured credit investments.

As of December 31, 20242025 and December 31, 2023,2024, we had investments in 143 portfolio companies (including 36 structured credit investments, which include each series of collateralized loan obligation as a separate portfolio company investment) and 116 portfolio companies (including one structured credit investment, which include each series of collateralized loan obligation as a separate portfolio company investment) and 136 portfolio companies (including 42 structured credit investments, which include each series of collateralized loan obligation as a separate portfolio company investment), respectively, with an aggregate fair value of $3,518.4$3,347.3 million and $3,283.1$3,518.4 million, respectively.

(1) Includes affiliates of Sixth StreetStreet.

A rating of 5 indicates an investment is in default on its interest and/or principal payments. For these investments, our Adviser reviews the investments on a bi-monthly basis and, where possible, pursues workouts that achieve an early resolution to avoid further deterioration of our investment. The Adviser retains legal counsel and takes actions to preserve our rights, which may include working with the portfolio company to have the default cured, to have the investment restructured or to have the investment repaid through a consensual workout. Investments that carry a rating of 5 would typically indicate the position has been placed on non-accrual status (for investments that otherwise would be income producing).

Interest from investments, which includes amortization of upfront fees and prepayment fees, increaseddecreased from $285.0$423.0 million for the year ended December 31, 20222024 to $399.1$400.8 million for the year ended December 31, 2023.2025. The increasedecrease in interest from investments was primarily the result of ana increase in interest earned due to an increasedecrease in reference rates for the year ended December 31, 20232025 compared to the same period in 2022 and a larger average portfolio size for the year ended December 31, 2023 compared to the same period in 2022.2024. Paid-in-kind interest income increaseddecreased from $12.6$29.3 million for the year ended December 31, 20232024 to $19.7$25.6 million for the year ended December 31, 20232025 due to increaseddecreased PIK election. Dividend income increaseddecreased from $2.2$11.7 million for the year ended December 31, 20222024 to $4.2$2.3 million for the year ended December 31, 20232025 due to increaseddecreased investments in dividend yielding securities in 2023.2025. Other income increased from $9.5$18.5 million for the year ended December 31, 20222024 to $15.1$20.3 million for the year ended December 31, 2023,2025, primarily due to increased amendment and other miscellaneous fees earned during 2023.2025.

Interest expense, including other debt financing expenses, increaseddecreased from $63.0$154.2 million for the year ended December 31, 20222024 to $133.7$129.6 million for the year ended December 31, 2023.2025. This increasedecrease was primarily due to ana increasedecrease in the average interest rate on our debt outstanding and ana increasedecrease in the average debt outstanding from $1,342.0$1,882.7 million for the year ended December 31, 20222024 to $1,705.6$1,880.3 million for the year ended December 31, 2023.2025. The average interest rate on our debt outstanding increaseddecreased from 3.9%7.5% for the year ended December 31, 20222024 to 7.3%6.2% for the year ended December 31, 20232025 due to a change in SOFR rates and the mix of our debt financing sources and a change in SOFR rates.sources.

Management Fees (gross of waivers) increased from $46.4 million for the year ended December 31, 2023 to $51.8 million for the year ended December 31, 2024 to $52.2 million for the year ended December 31, 2025 due to an increase in average assets. Management Fees (net of waivers) increased from $45.2 million for the year ended December 31, 2023 to $50.3 million for the year ended December 31, 2024.2024 to $50.9 million for the year ended December 31, 2025. Management Fees waived were $1.3 million for the year ended December 31, 2025 and $1.5 million for the year ended December 31, 2024, pursuant to the Leverage Waiver. Management Fees waived were $1.2 million for the year ended December 31, 2023 pursuant to the Leverage Waiver. Any waived management fees are not subject to recoupment by the Adviser.

For the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022,2023, Incentive Fees were $40.2$38.4 million, $47.0$40.2 million and $24.5$47.0 million, respectively, of which $45.5$43.5 million, $42.6$45.5 million, and $33.4$42.6 million, respectively, were realized and payable to the Adviser. The increase in Incentive Fees from 2023 to 2024 was primarily due to a larger average portfolio size for the year ended December 31, 2024 compared to the same period in 2023. For the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022,2023, $(5.1) million, $(5.4) million, $4.4 million, and $(8.9)$4.4 million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of December 31, 2024,2025, these accrued Incentive Fees are not contractually payable to the Adviser.

ValueAmounts sumsround to less than 0.1$0.1 millionmillion.

For the years ended December 31, 2025, December 31, 2024, and December 31, 2023, we had net realized losses on investments of $47.4 million, net realized gains of $9.0 million and net realized gains of $12.2 million, respectively. For the year ended December 31, 2022,2025, we had net realized gains on investments of $9.0$0.6 million, $12.2 million and $14.7 million, respectively. Forfor the year ended December 31, 2024, we had net realized losses of $1.2 million,million and for the year ended December 31, 2023, we had net realized gains of $0.2 million and for the year ended December 31, 2022, we had net realized losses of $0.1 million, respectively, on foreign currency transactions, primarily as a result of translating foreign currency related to our non-USD denominated investments. For the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022,2023, we had net realized gains of $1.1 million, net realized losses of $4.3 million and net realized losses $0.5 million, respectively, on foreign currency investments of $4.3 million, $0.5 million and $0.7 million, respectively.investments. For the years ended December 31, 2024,2025, December 31, 2023,2024, and December 31, 2022,2023, we had net realized losses of $2.2 million, net realized gains of $5.1 million and net realized gains of $0.5 million, respectively, on foreign currency borrowings of $5.1 million, $0.5 million and $0.5 million, respectively.borrowings. The net realized gains and losses on foreign currency borrowings were a result of payments on our revolving credit facility. For the years ended December 31, 2024 and December 31, 2023 there was no net realized gain or loss on interest rate swaps, respectively, and for the year ended December 31, 20222025 therewe wasrecognized a tax expense of $0.9 million pertaining to net realized gain of $2.3 million on interest rate swaps.gains.

For the year ended December 31, 2024,2025, we had unrealized gainslosses on foreign currency borrowings of $13.4$35.9 million, primarily as a result of fluctuations in the AUD, CAD, SEK, GBP and EUR exchange rates. For the years ended December 31, 20232024 and 2022,2023, we had an unrealized gain on foreign currency borrowings of $13.4 million and an unrealized loss on foreign currency borrowings of $6.0 million and an unrealized gain on foreign currency borrowings of $8.4 million, respectively, primarily as a result of fluctuations in the AUD, CAD, GBP and EUR exchange rates. For the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022,2023, we had unrealized losses of less than $0.1 million, unrealizedless lossthan of $0.3$0.1 million, and an unrealized gain of $0.3 million, respectively, on foreign currency cash.transactions. For the yearyears ended December 31, 2024, December 31, 20232025 and December 31, 2022,2024, we had no unrealized gains or losses on interest rate swaps,swaps. For the year ended December 31, 2023 we had an unrealized gain on interest rate swaps of $0.1 million and an unrealized loss on interest swaps of $6.6 million, respectively, due to fluctuations in interest rates.

Our current approach to hedging the foreign currency exposure in our non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under our Revolving Credit Facility to fund these investments. For the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022,2023, we had $35.9 million of unrealized losses, $13.4 million of unrealized gains,gains and $6.0 million of unrealized losses and $8.4 million of unrealized gains,losses, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains and losses on the translation of our non-U.S. dollar denominated investments into U.S. dollars for the years ended December 31, 2024,2025, December 31, 20232024 and December 31, 2022.2023. See Note 2 for additional disclosure regarding our accounting for foreign currency. See Note 7 for additional disclosure regarding the amounts of outstanding debt denominated in each foreign currency at December 31, 2024.2025. See our Consolidated Schedule of Investments for additional disclosure regarding the foreign currency amounts (in both par and fair value) of our non-U.S. dollar denominated investments.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time enter into additional debt facilities, increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock if immediately after the borrowing or issuance our ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. For more information, see “Key Components of Our Results of Operations — Leverage” above. As of December 31, 2024, December 31, 20232025 and December 31, 2022,2024, our asset coverage ratio was 182.5%, 181.6%,191.5% and 188.6%,182.5%, respectively. We carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our credit facilities to cover any outstanding unfunded commitments we are required to fund.

On August 4, 2015, our Board authorized us to acquire up to $50 million in aggregate of our common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of November 4, 2024.2025 (expiring on May 31, 2026). Under the program, we may repurchase up to $50 million in the aggregate of our outstanding common stock in the open market, from time to time, at certain thresholds below our net asset value per share, in accordance with the guidelines specified in Rule 10b-18 of the Exchange Act. The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.

For the yearyears ended December 31, 20242025 and December 31, 2023,2024, no shares were repurchased.

On August 23, 2012, we entered into a senior secured revolving credit agreement with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and J.P. Morgan Chase Bank, N.A., as a syndication agent, and certain other lenders (as amended and restated, the “Revolving Credit Facility”).

As of December 31, 2024,2025, aggregate commitments under the facilityRevolving Credit Facility were $1.7$1.675 billion. The facilityRevolving Credit Facility includes an uncommitted accordion feature that allows the Company,us, under certain circumstances, to increase the size of the facilityRevolving Credit Facility to up to $2.0$2.5 billion.

Pursuant to the Fifteenth Amendment dated April 24, 2024, aggregate commitments were increased to $1.7 billion. With respect to $1.505 billion of commitments, the revolving period was extended to April 24, 2028 and the stated maturity was extended to April 24, 2029. For the remaining $195.0 million of commitments, (A) with respect to $25.0 million of commitments, the revolving period endsended on February 4, 2025 and the stated maturity is February 4, 2026 and (B) with respect to $170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.

We may borrow amounts in U.S. dollars or certain other permitted currencies. As of December 31, 2025, we had outstanding debt denominated in Australian dollars (AUD) of 3.0 million, British pounds (GBP) of 48.5 million, Canadian dollars (CAD) of 5.0 million, Swedish Krona (SEK) of 218.0 million and Euro (EUR) of 245.9 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table below. As of December 31, 2024, we had outstanding debt denominated in Australian dollars (AUD) of 63.0 million, British pounds (GBP) of 62.4 million, Canadian dollars (CAD) of 5.0 million, Swedish Krona (SEK) of 80.2 million and Euro (EUR) of 167.2 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table below. As of December 31, 2023, we had outstanding debt denominated in Australian dollars (AUD) of 66.4 million, British pounds (GBP) of 32.3 million, Canadian dollars (CAD) of 96.8 million, and Euro (EUR) of 57.2 million on our Revolving Credit Facility, included in the Outstanding Principal amount in the table above.

AmountsFor the $1.525 billion of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.525%, 1.65% or 1.775%, or the base rate plus a margin of either 0.525%, 0.65% or 0.775%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. For the remaining $150.0 million of commitments, amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75% or 1.875%,1.875% or the base rate plus a margin of either 0.75% or 0.875%, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. We may elect either the applicable reference rate or base rate atof the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. We also pay a fee of 0.375%0.325% on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.

The Revolving Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants. In accordance with the terms of the FourteenthSixteenth Amendment, the financial covenants require:

stockholders’ equity of at least $650 million plus 25% of the net proceeds of the sale of equity interests after April 24, 2024; and minimum asset coverage ratio of no less than 21.5 to 1 with respect to (i) the consolidated assets of the Companyour and theour subsidiarysubsidiary’s guarantors (including certain limitations on the contribution of equity in financing subsidiaries) to (ii) the secured debt of the Companyour and itsour subsidiarysubsidiary’s guarantors plus unsecured senior securities of the Companyour and itsour subsidiary guarantors that mature within 90 days of the date of determination (the “Obligor Asset Coverage Ratio”).

Net proceeds received from the Company’s common stock issuances in February 2024 and April 2024 and net proceeds received from the issuance of the 20292030 Notes were used to pay down borrowings on the Revolving Credit Facility.

OnIn February 5, 2020, we issued an additional $50.0 million aggregate principal amount of unsecured notes that mature on November 1, 2024. The additional 2024 Notes are a further issuance of, fungible with, rank equally in right of payment with and have the same terms (other than the issue date and the public offering price) as the initial issuance of 2024 Notes. Total proceeds from the issuance of the additional 2024 Notes, net of underwriting discounts, offering costs and original issue premium were $50.1 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

The Company's 2024 Notes matured on November 1, 2024 and were fully repaid. The corresponding swap transaction associated with the issuance of the 2024 Notes also matured on November 1, 2024.

We are a specialty finance company focused on lending to middle-market companies. Since we began our investment activities in July 2011, through MarchJune 31,30, 2026, we have originated approximately $55.2$56.0 billion aggregate principal amount of investments and retained approximately $11.9$12.0 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income primarily in U.S.-domiciled middle-market companies through direct investment originations of senior secured loans and, to a lesser extent, originations of mezzanine and unsecured loans and investments in corporate bonds, equity securities, and other instruments.

By “middle-market companies,” we mean companies that have annual EBITDA, which we believe is a useful proxy for cash flow, of $10 million to $250 million, although we may invest in larger or smaller companies on occasion. As of MarchJune 31,30, 2026, our core portfolio companies, which exclude certain investments that fall outside of our typical borrower profile and represent 87.8%87.0% of our total investments based on fair value, had weighted average annual revenue of $425.1$464.8 million and weighted average annual EBITDA of $126.8$137.1 million. As of MarchJune 31,30, 2026, our core portfolio companies had a median annual revenue of $174.4$179.9 million and a median annual EBITDA of $53.5$56.5 million.

The companies in which we invest use our capital to support organic growth, acquisitions, market or product expansion and recapitalizations (including restructurings). As of MarchJune 31,30, 2026, the largest single investment based on fair value represented 2.4% of our total investment portfolio.

As of MarchJune 31,30, 2026, the average investment size in each of our portfolio companies was approximately $23.2$24.1 million based on fair value. Portfolio companies includes investments in structured credit investments, which include each series of collateralized loan obligation as a portfolio company investment. When excluding investments in structured credit investments, the average investment in our remaining portfolio companies was approximately $30.1$30.9 million based on fair value as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, the largest industry represented 18.3%19.0% of our total investment portfolio based on fair value.

Investment Structuring. We focus on investing at the top of the capital structure and protecting that position. As of MarchJune 31,30, 2026, approximately 90.2%89.1% of our portfolio was invested in secured debt, including 89.3%88.3% in first-lien debt investments. We carefully perform diligence and structure investments to include strong investor covenants. As a result, we structure investments with a view to creating opportunities for early intervention in the event of non-performance or stress. In addition, we seek to retain effective voting control in investments over the loans or particular class of securities in which we invest through maintaining affirmative voting positions or negotiating consent rights that allow us to retain a blocking position. We also aim for our loans to mature on a medium term, between two to seven years after origination. For the three months ended MarchJune 31,30, 2026, the weighted average term on new investment commitments in new portfolio companies was 6.35.0 years.

Risk Mitigation. We seek to mitigate non-credit-related risk on our returns in several ways, including call protection provisions to protect future interest income. As of MarchJune 31,30, 2026, we had call protection on 72.7%70.3% of our debt investments based on fair value, with weighted average call prices of 108.1%108.4% for the first year, 104.3%104.6% for the second year and 101.7%101.8% for the third year, in each case from the date of the initial investment. As of MarchJune 31,30, 2026, 96.3%96.1% of our debt investments based on fair value bore interest at floating rates, with 100.0% of these subject to interest rate floors, which we believe helps act as a portfolio-wide hedge against inflation.

Our Adviser is a Delaware limited liability company. Our Adviser acts as our investment adviser and administrator and is a registered investment adviser with the SEC under the Advisers Act. Our Adviser sources and manages our portfolio through a dedicated team of investment professionals predominately focused on direct lending, which we refer to as our Investment Team. Our Investment Team is led by our Adviser’s Co-Founding Partner, Co-President and Co-Chief Investment Officer Joshua Easterly, ourOfficer, Co-Head of Sixth Street Direct Lending and Co-Head of Growth Robert “Bo” Stanley, Co-Head of Direct Lending Michael Griffin, and our Adviser’s Co-Founding Partner, Chief Executive Officer, and Co-Chief Investment Officer Alan Waxman, all of whom have substantial experience in credit origination, underwriting and asset management. Our investment decisions are made by our Investment Review Committee, which includes senior personnel of our Adviser and affiliates of Sixth Street Partners, LLC, or “Sixth Street.”

Sixth Street is a global investment business with over $130$135 billion of assets under management as of MarchJune 31,30, 2026. Sixth Street’s direct lending platforms include Sixth Street Specialty Lending and Sixth Street Lending Partners, which are aimed at U.S. middle-market loan originations and upper middle-market loan originations, respectively, and Sixth Street Specialty Lending Europe, which is aimed at European middle-market loan originations. Additional Sixth Street core platforms include Sixth Street TAO, which has the flexibility to invest across all of Sixth Street’s private credit market investments, Sixth Street Opportunities, which focuses on actively managed opportunistic investments across the credit cycle, Sixth Street Credit Market Strategies, which is the firm’s “public-side” credit investment platform focused on investment opportunities in broadly syndicated leveraged loan markets, Sixth Street Growth, which provides financing solutions to growing companies, Sixth Street Fundamental Strategies, which primarily invests in secondary credit, and Sixth Street Agriculture, which invests in niche agricultural opportunities. Sixth Street has a long-term oriented, highly flexible capital base that allows it to invest across industries, geographies, capital structures and asset classes. Sixth Street has extensive experience with highly complex, global public and private investments executed through primary originations, secondary market purchases and restructurings, and has a team of over 750 investment and operating professionals. As of MarchJune 31,30, 2026, seventy-threeseventy-five (7375) of these personnel are dedicated to direct lending, including fifty-ninesixty (5960) investment professionals.

Our Adviser consults with Sixth Street in connection with a substantial number of our investments. The Sixth Street platform provides us with a breadth of large and scalable investment resources. We believe we benefit from Sixth Street’s market expertise, insights into industry, sector and macroeconomic trends and intensive due diligence capabilities, which help us discern market conditions that vary across industries and credit cycles, identify favorable investment opportunities and manage our portfolio of investments. Sixth Street and its affiliates will refer all middle-market loan origination activities for companies domiciled in the United States to us and conduct those activities through us. The Adviser will determine whether it would be permissible, advisable or otherwise appropriate for us to pursue a particular investment opportunity allocated to us.

To date, 2026 has been marked by continued uncertainty in global markets, driven by investor concerns over inflation, elevated interest rates, ongoing political and regulatory uncertainty, including potential shifts in U.S. trade policy and the imposition of new tariffs, as well as geopolitical instability stemming from the conflicts in UkraineIran and elsewhere in the Middle East.East and Ukraine.

Further contributing to economic uncertainty, the current U.S. presidential administration has signaled its intention to implement, and has started to implement,implemented, significant changes to U.S. trade policy, the size of the federal government, tax policy and the enforcement of various regulations.regulations and a reduction of the size of the federal government (and government spending). These policy shifts could introduce additional market instability and reduce investor confidence. For example, the U.S. government announced tariffs on goods imported from various countries to the United States and countries subject to such tariffs have imposed, or may in the future, impose reciprocal or retaliatory tariffs and other trade measures. In February 2026, the U.S. Supreme Court ruled that many of the tariffs recently imposed by the U.S. government exceeded its authority, thereby invalidating many, but not all, of such tariffs. Subsequent to the U.S. Supreme Court’s ruling, the U.S. presidential administration raised potential alternative means through which the administration could impose tariffs. We are actively monitoring macroeconomic developments and analyzing the potential impacts on our business, the businesses of our portfolio companies and the broader economic environment. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and/or adversely affect the Company, its portfolio companies or their respective financial performance.

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on direct equity investments, capital gains on the sale of investments and various loan origination and other fees. Our debt investments typically have a term of two to seven years, and, as of MarchJune 31,30, 2026, 96.3%96.1% of these investments based on fair value bore interest at a floating rate, with 100.0% of these subject to interest rate floors. Interest on debt investments is generally payable monthly or quarterly. Some of our investments provide for deferred interest payments or PIK interest. For the three and six months ended MarchJune 31,30, 20262026, 6.9% and 2025, 7.5% and 4.6%,7.2%, respectively, of our total investment income was comprised of PIK interest. For the three and six months ended June 30, 2025, 5.0% and 4.8%, respectively, of our total investment income was comprised of PIK interest.

Changes in our net investment income are primarily driven by the spread between the payments we receive from our investments in our portfolio companies against our cost of funding, rather than by changes in interest rates. Our investment portfolio primarily consists of floating rate loans, and our Revolving Credit Facility, 2026 Notes, 2028 Notes, 2029 Notes, 2030 Notes and 20302031 Notes after taking into account the effect of the interest rate swaps we have entered into in connection with these securities, all bear interest at floating rates. Macro trends in base interest rates like SOFR or other reference rates may affect our net investment income over the long term. However, because we generally originate loans to a limited number of portfolio companies each quarter, and those investments also vary in size, our results in any given period—including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period—often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business.

Subsequent to the global financial crisis, the implementation of regulatory changes such as Basel III requirements, Leverage Lending Guidance, and the Volcker Rule, tightened risk appetites and reduced the capacity of traditional lenders to serve middle-market companies. We believe that these dynamics createhave created a significant opportunity for us to directly originate investments. We also believe that the large amount of uninvested capital held by private equity firms will continue to drive deal activity, which may in turn create additional demand for debt capital.

As of MarchJune 31,30, 2026, our portfolio based on fair value consisted of 89.3%88.3% first-lien debt investments, 1.0%0.7% second-lien debt investments, 1.9%2.0% mezzanine debt investments, 4.6%4.7% equity investments, 2.8%2.7% structured credit investments and 0.4%1.6% joint venture investments. As of December 31, 2025, our portfolio based on fair value consisted of 89.2% first-lien debt investments, 0.9% second-lien debt investments, 1.8% mezzanine debt investments, 5.2% equity and other investments and 2.9% structured credit investments.

As of MarchJune 31,30, 2026 and December 31, 2025, our weighted average total yield of debt and income producing securities at fair value (which includes interest income and amortization of fees and discounts) was 11.1% and 11.1%, respectively, and our weighted average total yield of debt and income-producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 11.2% and 11.3%, respectively.

As of MarchJune 31,30, 2026, we had investments in 143137 portfolio companies (including 3633 structured credit investments, which include each series of collateralized loan obligation as a separate portfolio company investment) with an aggregate fair value of $3,313.4$3,302.1 million. As of December 31, 2025, we had investments in 143 portfolio companies (including 36 structured credit investments, which include each series of collateralized loan obligation as a separate portfolio company investment) with an aggregate fair value of $3,347.3 million.

For the three months ended MarchJune 31,30, 2026, the principal amount of new investments funded was $134.8$136.7 million in threetwo new portfolio companies and fourone existing portfolio companies.company. For this period, we had $113.0$192.1 million aggregate principal amount in exits and repayments.

For the three months ended MarchJune 31,30, 2025, the principal amount of new investments funded was $136.8$208.6 million in sixthirteen new portfolio companies and four existing portfolio companies. For this period, we had $269.6$388.7 million aggregate principal amount in exits and repayments.

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

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

The following tables show the fair value and amortized cost of our performing and non-accrual investments as of MarchJune 31,30, 2026 and December 31, 2025:

The weighted average yields and interest rates of our performing debt investments at fair value as of MarchJune 31,30, 2026 and December 31, 2025 were as follows:

Weighted average total portfolio yield at fair value was 10.5% at MarchJune 31,30, 2026 and 10.5% at December 31, 2025.

The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of MarchJune 31,30, 2026 and December 31, 2025. Investment performance ratings are accurate only as of those dates and may change due to subsequent developments relating to a portfolio company’s business or financial condition, market conditions or developments, and other factors.

As of MarchJune 31,30, 2026 SCP had total capital commitments of $600.0 million comprised of $200.0 million of capital commitments from Sixth Street Specialty Lending, Inc., $100.0 million of capital commitments from Sixth Street Lending Partners, $150.0 million of capital commitments from Carlyle Secured Lending, Inc., and $150.0 million of capital commitments from Carlyle Credit Solutions, Inc., with all members of SCP having equal voting control.

As of MarchJune 31,30, 2026 SCP had the following contributed capital and unfunded commitments from its members:

For the three and six months ended MarchJune 31,30, 2026 SCP declared $0.7$5.1 million and $5.7 million, respectively, in distributions, of which $0.2$1.7 million and $1.9 million, respectively, was recognized as dividend income in the Company’s Unaudited Statements of Operations. As of MarchJune 31,30, 2026, the daily weighted average yield on our investment in Structured Credit Partners JV, LLC was 10.7%.18.7%.

Below is a summary of SCP’s portfolio as of MarchJune 31,30, 2026:

At par amountamount.

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

Interest from investments, which includes amortization of upfront fees and prepayment fees, decreased from $106.6$101.2 million for the three months ended MarchJune 31,30, 2025 to $83.8$85.2 million for the three months ended MarchJune 31,30, 2026. The decrease in interest from investments was primarily the result of a decrease in reference rates for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025. Paid-in-kind interest income increased from $5.4$5.8 million for the three months ended MarchJune 31,30, 2025 to $7.0$6.7 million for the three months ended MarchJune 31,30, 2026 due to increased PIK investments. Dividend income decreasedincreased from $0.9 million for the three months ended March 31, 2025 to $0.4 million for the three months ended MarchJune 31,30, 2026 due2025 to the timing of dividend payments in 2025. Other income decreased from $3.4$2.0 million for the three months ended MarchJune 31,30, 20252026 due to $2.2increased dividend yielding investments in 2026. Other income decreased from $7.6 million for the three months ended MarchJune 31,30, 2025 to $4.0 million for the three months ended June 30, 2026, primarily due to decreased miscellaneous fees earned during the three months ended MarchJune 31,30, 2026.

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

Interest expense, including other debt financing expenses, decreased from $33.0$33.6 million for the three months ended MarchJune 31,30, 2025 to $28.3$30.1 million for the three months ended MarchJune 31,30, 2026. This decrease was primarily due to a decrease in the average interest rate on our debt outstanding, which decreased from 6.4%6.3% for the three months ended MarchJune 31,30, 2025 to 5.5%5.6% for the three months ended MarchJune 31,30, 2026 due to a change in the mix of our debt financing sources and a change in SOFR rates.

Management Fees (gross of waivers) decreasedincreased from $13.1$12.9 million for the three months ended MarchJune 31,30, 2025 to $12.6$13.0 million for the three months ended MarchJune 31,30, 2026 due to aan decreaseincrease in average assets.assets for the three months ended June 30, 2026 compared to the same period in 2025. Management Fees (net of waivers) decreased from $12.7$12.6 million for the three months ended MarchJune 31,30, 2025 to $12.3$12.5 million for the three months ended MarchJune 31,30, 2026. Management Fees waived were $0.5 million for the three months ended June 30, 2026 and $0.3 million for the three months ended MarchJune 31, 2026 and $0.4 million for the three months ended March 31,30, 2025, pursuant to the Leverage Waiver. Any waived management fees are not subject to recoupment by the Adviser.

ForIncentive Fees related to pre-incentive net investment income decreased from $11.1 million for the three months ended MarchJune 31,30, 20262025 andto 2025, Incentive Fees were $8.5$8.7 million and $7.8 million, respectively, of which $8.5 million and $11.5 million, respectively, were realized and payable tofor the Adviser.three months ended June 30, 2026. For the three months ended MarchJune 31,30, 20262026, there were no Incentive Fees accrued related to Capital Gains Fees. For the three months ended MarchJune 31,30, 20252025, $(3.7)$1.4 million of Incentive Fees were accrued related to Capital Gains Fees. As of MarchJune 31,30, 2026, these accrued Incentive Fees are not contractually payable to the Adviser.

Professional fees decreased from $2.0$2.6 million for the three months ended MarchJune 31,30, 2025 to $1.7$2.4 million for the three months ended MarchJune 31,30, 2026 due to lower audit related, independent third-party valuation firm and sub-agent administration costs. Other general and administrative fees were $1.3 million for the three months ended MarchJune 31,30, 2025 and $1.4$1.8 million for the three months ended MarchJune 31,30, 2026.

For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we recorded a net expense of $1.2$1.3 million and $1.4$2.5 million, respectively, for U.S. federal excise tax and other taxes. For the three and six months ended June 30, 2025 we recorded a net expense of $1.3 million and $2.6 million, respectively, for U.S. federal excise tax and other taxes.

The following table summarizes our net realized and unrealized gains (losses) for the three and six months ended MarchJune 31,30, 2026 and 2025:

For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had net realized gains on investments of $0.8 million and net realized losses on investments of $39.3 million and net realized gains on investments of $1.1$38.5 million, respectively. For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had net realized losses of less than $0.1 million and $0.2$0.1 million, respectively, on foreign currency transactions, primarily as a result of translating foreign currency related to our non-USD denominated investments. For both the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had net realized gains on foreign currency investments of less than $0.1 million and less than $0.1 million, respectively.million. For both the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had net realized lossesgains on foreign currency borrowings of less than $0.1 million and $0.1 million, respectively.million. The net realized lossesgains on foreign currency borrowings were a result of payments on our revolving credit facility.

For the three months ended MarchJune 31,30, 2026, we had $50.2$24.4 million in unrealized gains on 1668 portfolio company investments, which was offset by $85.2$27.7 million in unrealized losses on 12773 portfolio company investments. Unrealized gains for the three months ended MarchJune 31,30, 2026 resulted from positive portfolio company specific developments and the reversal of prior period unrealized losses due to realizations. Unrealized losses for the three months ended MarchJune 31,30, 2026 resulted from negative credit-related adjustments, widening credit spreads, and the reversal of prior period unrealized gains due to realizations. For the six months ended June 30, 2026, we had $65.9 million in unrealized gains on 27 portfolio company investments, which was offset by $104.2 million in unrealized losses on 120 portfolio company investments. Unrealized gains for the six months ended June 30, 2026 resulted from positive portfolio company specific developments and the reversal of prior period unrealized losses due to realizations. Unrealized losses for the six months ended June 30, 2026 resulted from negative credit-related adjustments, widening credit spreads, and the reversal of prior period unrealized gains due to realizations.

For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had unrealized gains of $8.4$2.9 million and unrealized losses of $11.0$11.3 million, respectively, on foreign currency borrowings, primarily as a result of fluctuations in the AUD, CAD, SEK, GBP and EUR exchange rates. For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had unrealized gains of less than $0.1 million and unrealized losses of less than $0.1 million, respectively, on foreign currency transactions. For both the three and six months ended June 30, 2026, we had unrealized losses of $0.7 million, related to a deferred tax liability.

Since we began investing in 2011 through MarchJune 31,30, 2026, weighted by capital invested, our exited investments have generated an average realized gross internal rate of return to us of 16.8%16.7% (based on total capital invested of $9.3$9.5 billion and total proceeds from these exited investments of $11.9$12.2 billion). Ninety-oneNinety-four percent of these exited investments resulted in a realized gross internal rate of return to us of 10% or greater.

Our current approach to hedging the foreign currency exposure in our non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under our Revolving Credit Facility to fund these investments. For the threesix months ended MarchJune 31,30, 2026 and 2025, we had $8.4$11.3 million of unrealized gains and $11.0$36.8 million of unrealized losses, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains and losses on the translation of our non-U.S. dollar denominated investments into U.S. dollars for the threesix months ended MarchJune 31,30, 2026 and 2025. See Note 2 for additional disclosure regarding our accounting for foreign currency. See Note 7 for additional disclosure regarding the amounts of outstanding debt denominated in each foreign currency at MarchJune 31,30, 2026. See our Consolidated Schedule of Investments for additional disclosure regarding the foreign currency amounts (in both par and fair value) of our non-U.S. dollar denominated investments.

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time enter into additional debt facilities, increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock if immediately after the borrowing or issuance our ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. For more information, see “Key Components of Our Results of Operations — Leverage” above. As of MarchJune 31,30, 2026 and December 31, 2025, our asset coverage ratio was 184.7%179.1% and 191.5%, respectively. We carefully consider our unfunded commitments for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation under the 1940 Act and the asset coverage limitation under our credit facilities to cover any outstanding unfunded commitments we are required to fund.

Cash and cash equivalents as of MarchJune 31,30, 2026, taken together with cash available under our credit facilities, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of MarchJune 31,30, 2026, we had approximately $1.1 billion of availability on our Revolving Credit Facility, subject to asset coverage limitations.

As of MarchJune 31,30, 2025,2026, we had $47.3$193.6 million in cash and cash equivalents, including $42.7$40.1 million of restricted cash. During the threesix months ended MarchJune 31,30, 2025,2026, cash provided by operating activities was $149.9$45.0 million, primarily attributable to repayments and proceeds from investments of $291.9$335.5 million, an increase in net assets resulting from operations of $37.0$14.5 million and cash provided by other operating activityactivities of $4.7$42.8 million,million which was partially offset by funding portfolio investments of $183.7$347.8 million. Cash usedprovided inby financing activities was $130.0$128.9 million during the period due to borrowings of $651.9 million which was partially offset by paydowns on our Revolving Credit Facility of $609.5$441.3 million, dividends paid of $43.2$73.2 million andmillion, deferred financing costs of $7.3$8.0 million,million whichand was partially offset by borrowingsrepurchases of $530.0common stock of $0.5 million.