Common use of Share Repurchase Program Clause in Contracts

Share Repurchase Program. We adopted the Share Repurchase Program effective March 2019, as amended, pursuant to which we conduct quarterly share repurchases to allow our shareholders to sell all or a portion of their shares (at least 5% of his or her shares) back to us at a price equal to the net asset value per share of the month immediately prior to the repurchase date. The repurchase date is generally the last business day of the month of a calendar quarter end. We are not obligated to repurchase shares under the Share Repurchase Program. If we determine to repurchase shares, the Share Repurchase Program also limits the total amount of aggregate repurchases of Class FA, Class A, Class T, Class D, Class I and Class S shares to up to 2.5% of our aggregate net asset value per calendar quarter (based on the aggregate net asset value as of the last date of the month immediately prior to the repurchase date) and up to 10% of our aggregate net asset value per year (based on the average aggregate net asset value as of the end of each of our trailing four quarters). The Share Repurchase Program also includes certain restrictions on the timing, amount and terms of our repurchases intended to ensure our ability to qualify as a partnership for U.S. federal income tax purposes. Our board of directors has the right to amend or suspend the Share Repurchase Program to the extent it determines that it is in our best interest to do so, such as when repurchase requests would place an undue burden on our liquidity, adversely affect our operations, risk having an adverse impact on us that would outweigh the benefit of repurchasing our shares or risk our ability to qualify as a partnership for U.S. federal income tax purposes, upon 30 days’ prior notice to our shareholders. Once the Share Repurchase Program is suspended, the Share Repurchase Program requires that we consider the recommencement of the plan at least quarterly. Continued suspension of the Share Repurchase Program would only be permitted under the plan if our board of directors determines that the continued suspension of the Share Repurchase Program is in our best interest and the best interest of our shareholders. Our board of directors must affirmatively authorize the recommencement of the plan before shareholder requests will be considered again. Our board of directors cannot terminate the Share Repurchase Program absent a liquidity event or where otherwise required by law. We may provide notice by including such information in a current report on Form 8-K or in our annual or quarterly reports, each of which are publicly filed with the SEC followed by a separate mailing to our investors. Moreover, the Share Repurchase Program will terminate, and we no longer will accept shares for repurchase, if and when our shares are listed on a national securities exchange, are included for quotation in a national securities market or, in the sole determination of our board of directors, a secondary trading market for the shares otherwise develops. All shares to be repurchased under the Share Repurchase Program must be (i) fully transferable and not be subject to any liens or other encumbrances and (ii) free from any restrictions on transfer. If we determine that a lien or other encumbrance or restriction exists against the shares requested to be repurchased, we will not repurchase any such shares. The aggregate amount of funds under the Share Repurchase Program is determined on a quarterly basis at the sole discretion of our board of directors. At the sole discretion of our board of directors, we may use sources, including, but not limited to, offering proceeds and borrowings to repurchase shares. To the extent that the number of shares submitted to us for repurchase exceeds the number of shares that we are able to purchase, we will repurchase shares on a pro rata basis, from among the requests for repurchase received by us based upon the total number of shares for which repurchase was requested and the order of priority described in the Share Repurchase Program. We may repurchase shares including fractional shares, computed to three decimal places. We have had no unfulfilled share repurchase requests under the Share Repurchase Program since inception. Under the Share Repurchase Program, our ability to make new acquisitions of businesses or increase the current distribution rate may become limited if, over any two-year period, we experience repurchase demand in excess of capacity. If, during any consecutive two year period, we do not have at least one quarter in which we fully satisfy 100% of properly submitted repurchase requests, we will not make any new acquisitions of businesses (excluding short-term cash management investments under 90 days in duration) and we will use all available investable assets (as defined below) to satisfy repurchase requests (subject to the limitations under the Share Repurchase Program) until all Unfulfilled Repurchase Requests have been satisfied. Additionally, during such time as there remains any Unfulfilled Repurchase Requests outstanding from such period, the Manager and the Sub- Manager will defer their total return incentive fee until all such Unfulfilled Repurchase Requests have been satisfied. “Investable assets” includes net proceeds from new subscription agreements, unrestricted cash, proceeds from marketable securities, proceeds from the distribution reinvestment plan, and net cash flows after any payment, accrual, allocation, or liquidity reserves or other business costs in the normal course of owning, operating or selling our acquired businesses, debt service, repayment of debt, debt financing costs, current or anticipated debt covenants, funding commitments related to our businesses, customary general and administrative expenses, customary organizational and offering costs, asset management and advisory fees, performance or actions under existing contracts, obligations under our organizational documents or those of our subsidiaries, obligations imposed by law, regulations, courts or arbitration, or distributions or establishment of an adequate liquidity reserve as determined by our board of directors. During the six months ended June 30, 2024 and 2023, we received requests for the repurchase of approximately $26.6 million and $8.8 million, respectively, of our common shares. Our board of directors approved the repurchase requests received. The following tables summarizes the shares repurchased during the six months ended June 30, 2024 and 2023 (in thousands except per share data): Shares Repurchased Total Consideration Average Price Paid per Share Class FA shares 109 $ 4,059 $ 36.99 Class A shares 76 2,536 33.80 Class T shares 113 3,814 33.76 Class D shares 49 1,633 33.59 Class I shares 400 13,737 34.32 Class S shares 20 777 37.89 Six Months Ended June 30, 2024 767 $ 26,556 $ 34.62 Class FA shares 24 $ 861 $ 35.30 Class A shares 47 1,541 32.71 Class T shares 12 379 32.68 Class D shares 11 340 32.35 Class I shares 169 5,609 33.16 Class S shares 2 84 35.86 Six Months Ended June 30, 2023 265 $ 8,814 $ 33.25 The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. Through June 30, 2024, we had acquired equity and debt investments in 15 portfolio companies. As of June 30, 2024 and 2023, the fair value of our portfolio company investments totalled approximately $1,006.0 million and $763.9 million, respectively. Additionally, as of June 30, 2023, we had invested in U.S. Treasury bills with a fair value of $50.2 million. We did not have any U.S. Treasury bills at June 30, 2024. See “Portfolio and Investment Activity” above for discussion of the general terms and characteristics of our investments, and for information regarding our portfolio companies. The following table summarizes our operating results for the quarter and six months ended June 30, 2024 and 2023 (in thousands): Total investment income $ 17,155 $ 14,506 $ 32,075 $ 27,824 Total operating expenses (11,952) (7,121) (22,446) (15,668) Expense support (reimbursement), net 58 (757) 353 (644) Net investment income before taxes 5,261 6,628 9,982 11,512 Income tax benefit (expense) 5 (27) 5 — Net investment income 5,266 6,601 9,987 11,512 Total net realized gain on investments — — — 4 Total net change in unrealized appreciation on investments 18,972 (482) 35,202 12,606 Investment income consisted of the following for the quarter and six months ended June 30, 2024 and 2023 (in thousands): From portfolio company investments: Interest income $ 9,961 $ 7,993 $ 19,888 $ 14,841 Dividend income 5,368 5,370 9,041 10,607 From U.S. Treasury bills and cash accounts Interest and dividend income 1,826 1,143 3,146 2,376 Interest income from portfolio company investments is generated from our senior secured note investments, the majority of which had fixed rate interest as of June 30, 2024 and 2023. As of June 30, 2024 and 2023, our weighted average annual yield on our accruing debt investments was 14.2% and 12.1%, respectively, based on amortized cost as defined above in “Portfolio and Investment Activity.” Interest income from our debt investments was approximately $10.0 million and $8.0 million for quarters ended June 30, 2024 and 2023, respectively, and approximately $19.9 million and $14.8 million during the six months ended June 30, 2024 and 2023. The increase in interest income from portfolio company investments during the quarter and six months ended June 30, 2024, as compared to the quarter and six months ended June 30, 2023, is primarily attributable to new debt investments made during the twelve months ended June 30, 2024 of approximately $17.2 million and the additional debt investments made in existing portfolio companies on June 30, 2023 of approximately $54.5 million. Dividend income from portfolio company investments is recorded on the record date for privately issued securities, but excludes any portion of distributions that are treated as a return of capital. Dividend income was approximately $5.4 million for the quarters ended June 30, 2024 and 2023, and approximately $9.0 million and $10.6 million during the six months ended June 30, 2024 and 2023, respectively. During each of the six months ended June 30, 2024 and 2023, we received dividend income from eleven and eight of our portfolio companies, respectively. Our total investment income for the six months ended June 30, 2024, resulted in annualized cash yields ranging from 2.2% to 19.7% based on our investment cost, as compared to 2.6% to 19.4% for the six months ended June 30, 2023. We stopped investing in U.S. Treasury bills by the end of the fourth quarter of 2023. During the six months ended June 30, 2023, our effective yield on U.S. Treasury bills ranged from 3.4% to 4.8%. We currently invest in an IntraFi Cash Service account with an effective yield of 5.0%. We do not believe that our interest income, dividend income and total investment income are representative of either our stabilized performance or our future performance. We expect investment income to increase in future periods as we increase our base of assets that we expect to acquire from existing cash, borrowings and an expected increase in capital available for investment using proceeds from the Public Offerings.

Share Repurchase Program. We adopted (a) If (i) the Share Repurchase Program effective March 2019, as amended, Company repurchases any shares of Common Stock pursuant to which we conduct quarterly any share repurchases repurchase program or self-tender announced by the Company from time to allow our shareholders to sell all or time (a portion of their shares (at least 5% of his or her shares) back to us at a price equal to the net asset value per share of the month immediately prior to the repurchase date. The repurchase date is generally the last business day of the month of a calendar quarter end. We are not obligated to repurchase shares under the “Share Repurchase Program. If we determine to repurchase shares”) during any calendar quarter ending after the date of this agreement and (ii) HNA or any other HNA Party Beneficially Own any shares of Common Stock acquired from The Blackstone Group, L.P. (the “Shares”), then, within ten (10) Business Days after the end of such calendar quarter, the Company shall deliver to HNA an email notice (the “HNA Repurchase Notice”) setting forth the number of HNA Repurchase Shares (as defined below) and the Purchase Price Per Share (as defined below) for such calendar quarter. A closing (each a “Share Repurchase Program also limits Closing”) of the total amount purchase and sale of aggregate repurchases such HNA Repurchase Shares shall be held at the principal offices of Class FAthe Company in McLean, Class AVirginia at 9:00 a.m., Class Tlocal time, Class D, Class I and Class S shares to up to 2.5% of our aggregate net asset value per calendar quarter (based on the aggregate net asset value as of tenth (10th) Business Day following the last date of the month immediately applicable HNA Repurchase Notice. (b) At each Share Repurchase Closing, the HNA Parties each hereby agrees to sell and transfer to the Company, in proportion to the respective number of Shares Beneficially Owned by them, and the Company agrees to purchase, the HNA Repurchase Shares set forth in the applicable HNA Repurchase Notice, free and clear of all liens, security interests and other encumbrances, and the Company hereby agrees to pay the HNA Parties, in consideration for the sale and transfer of each such HNA Repurchase Share, the Purchase Price Per Share set forth in the HNA Repurchase Notice. Payment shall be made by the Company by wire transfer payable in same-day funds to the accounts specified by HNA. The parties shall cooperate to deliver all documents as may be reasonably required to effect the transfer of the HNA Repurchase Shares to the Company. (c) If HNA then Beneficially Owns any Shares, at least three (3) Business Days prior to the repurchase date) and up to 10% of our aggregate net asset value per year (based on the average aggregate net asset value as of the end of each of our trailing four quarters). The Share Repurchase Program also includes certain restrictions on the timingcalendar quarter, amount and terms of our repurchases intended to ensure our ability to qualify as a partnership for U.S. federal income tax purposes. Our board of directors has the right to amend or suspend the Share Repurchase Program HNA shall deliver to the extent it determines Company an email notice setting forth the number of Shares then Beneficially Owned by HNA Parties (each, an “Owned Share Notice”); provided, however, that it if and as long as HNA Beneficially Owns no shares of Common Stock other than Shares and is in our best interest to do so, such as when repurchase requests would place an undue burden on our liquidity, adversely affect our operations, risk having an adverse impact on us that would outweigh the benefit of repurchasing our shares or risk our ability to qualify as a partnership for U.S. federal income tax purposes, upon 30 days’ prior notice to our shareholders. Once the Share Repurchase Program is suspended, the Share Repurchase Program requires that we consider the recommencement of the plan at least quarterly. Continued suspension of the Share Repurchase Program would only be permitted under the plan if our board of directors determines that the continued suspension of the Share Repurchase Program is in our best interest and the best interest of our shareholders. Our board of directors must affirmatively authorize the recommencement of the plan before shareholder requests will be considered again. Our board of directors cannot terminate the Share Repurchase Program absent a liquidity event or where otherwise required by law. We may provide notice by including such information in a current report on Form 8-K or in our annual or quarterly reports, each of which are publicly filed then making public filings with the SEC followed by a separate mailing to our investors. Moreoverrequiring the disclosure, the Share Repurchase Program will terminate, and we no longer will accept shares for repurchase, if and when our shares are listed on a national securities exchangeprompt basis, are included for quotation of any changes in a national securities market or, its ownership in the sole determination of our board of directorsCompany (“HNA Public Filings”), a secondary trading market for HNA may notify the shares otherwise develops. All shares Company that the most recent HNA Public Filing shall be deemed to be repurchased under an Owned Share Notice for purposes of this Section 3.3 unless and until HNA notifies the Share Company otherwise. (d) For purposes of this Section 3.3, “HNA Repurchase Program must be (i) fully transferable and not be subject Shares” shall mean, with respect to any liens or other encumbrances and (ii) free from any restrictions on transfer. If we determine that a lien or other encumbrance or restriction exists against the shares requested to be repurchasedcalendar quarter, we will not repurchase any such shares. The aggregate amount of funds under the Share Repurchase Program is determined on a quarterly basis at the sole discretion of our board of directors. At the sole discretion of our board of directors, we may use sources, including, but not limited to, offering proceeds and borrowings to repurchase shares. To the extent that the number of shares submitted whole Shares equal to us for repurchase exceeds the number product of shares that we are able to purchase, we will repurchase shares on a pro rata basis, from among the requests for repurchase received by us based upon (x) the total number of shares for of Common Stock repurchased by the Company during such calendar quarter pursuant to a Share Repurchase Program, and (y) a fraction, the numerator of which repurchase was requested is the aggregate number of Shares Beneficially Owned by the HNA Parties, as shown on the most recent Owned Share Notice, and the order denominator of priority described in which is the sum of (i) the total number of shares of Common Stock of the Company outstanding at the close of business on the last day of such calendar quarter and (ii) the total number of shares of Common Stock repurchased by the Company during such calendar quarter pursuant to a Share Repurchase Program. We may repurchase By way of illustration, if the HNA Parties Beneficially Own 10,000,000 Shares as of December 31, 2018 and there are a total of 315,000,000 shares including fractional sharesof Common Stock outstanding as of December 31, computed 2018, and if the Company, pursuant to three decimal places. We have had no unfulfilled share repurchase requests under the Share Repurchase Program since inception. Under the a Share Repurchase Program, our ability to make new acquisitions repurchased 5,000,000 shares of businesses or increase Common Stock during the current distribution rate may become limited ifcalendar quarter ended December 31, over any two-year period2018, we experience repurchase demand in excess of capacity. If, during any consecutive two year period, we do not have at least one quarter in which we fully satisfy 100% of properly submitted repurchase requests, we will not make any new acquisitions of businesses (excluding short-term cash management investments under 90 days in duration) and we will use all available investable assets (as defined below) to satisfy repurchase requests (subject to then the limitations under the Share HNA Repurchase Program) until all Unfulfilled Repurchase Requests have been satisfied. Additionally, during such time as there remains any Unfulfilled Repurchase Requests outstanding from such period, the Manager and the Sub- Manager will defer their total return incentive fee until all such Unfulfilled Repurchase Requests have been satisfied. “Investable assets” includes net proceeds from new subscription agreements, unrestricted cash, proceeds from marketable securities, proceeds from the distribution reinvestment plan, and net cash flows after any payment, accrual, allocation, or liquidity reserves or other business costs in the normal course of owning, operating or selling our acquired businesses, debt service, repayment of debt, debt financing costs, current or anticipated debt covenants, funding commitments related to our businesses, customary general and administrative expenses, customary organizational and offering costs, asset management and advisory fees, performance or actions under existing contracts, obligations under our organizational documents or those of our subsidiaries, obligations imposed by law, regulations, courts or arbitration, or distributions or establishment of an adequate liquidity reserve as determined by our board of directors. During the six months ended June 30, 2024 and 2023, we received requests Shares for the repurchase of approximately $26.6 million and $8.8 millioncalendar quarter ended December 31, respectively, of our common 2018 shall be 156,250 shares. Our board of directors approved the repurchase requests received. The following tables summarizes the shares repurchased during the six months ended June 30, 2024 and 2023 (in thousands except per share data): Shares Repurchased Total Consideration Average Price Paid per Share Class FA shares 109 $ 4,059 $ 36.99 Class A shares 76 2,536 33.80 Class T shares 113 3,814 33.76 Class D shares 49 1,633 33.59 Class I shares 400 13,737 34.32 Class S shares 20 777 37.89 Six Months Ended June 30, 2024 767 $ 26,556 $ 34.62 Class FA shares 24 $ 861 $ 35.30 Class A shares 47 1,541 32.71 Class T shares 12 379 32.68 Class D shares 11 340 32.35 Class I shares 169 5,609 33.16 Class S shares 2 84 35.86 Six Months Ended June 30, 2023 265 $ 8,814 $ 33.25 The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. Through June 30, 2024, we had acquired equity and debt investments in 15 portfolio companies. As of June 30, 2024 and 2023, the fair value of our portfolio company investments totalled approximately $1,006.0 million and $763.9 million, respectively. Additionally, as of June 30, 2023, we had invested in U.S. Treasury bills with a fair value of $50.2 million. We did not have any U.S. Treasury bills at June 30, 2024. See “Portfolio and Investment Activity” above for discussion of the general terms and characteristics of our investments, and for information regarding our portfolio companies. The following table summarizes our operating results for the quarter and six months ended June 30, 2024 and 2023 (in thousands): Total investment income $ 17,155 $ 14,506 $ 32,075 $ 27,824 Total operating expenses (11,952) (7,121) (22,446) (15,668) Expense support (reimbursement), net 58 (757) 353 (644) Net investment income before taxes 5,261 6,628 9,982 11,512 Income tax benefit (expense) 5 (27) 5 — Net investment income 5,266 6,601 9,987 11,512 Total net realized gain on investments — — — 4 Total net change in unrealized appreciation on investments 18,972 (482) 35,202 12,606 Investment income consisted of the following for the quarter and six months ended June 30, 2024 and 2023 (in thousands): From portfolio company investments: Interest income $ 9,961 $ 7,993 $ 19,888 $ 14,841 Dividend income 5,368 5,370 9,041 10,607 From U.S. Treasury bills and cash accounts Interest and dividend income 1,826 1,143 3,146 2,376 Interest income from portfolio company investments is generated from our senior secured note investments, the majority of which had fixed rate interest as of June 30, 2024 and 2023. As of June 30, 2024 and 2023, our weighted average annual yield on our accruing debt investments was 14.2% and 12.1%, respectively, based on amortized cost as defined above in “Portfolio and Investment Activity.” Interest income from our debt investments was approximately $10.0 million and $8.0 million for quarters ended June 30, 2024 and 2023, respectively, and approximately $19.9 million and $14.8 million during the six months ended June 30, 2024 and 2023. The increase in interest income from portfolio company investments during the quarter and six months ended June 30, 2024, as compared to the quarter and six months ended June 30, 2023, is primarily attributable to new debt investments made during the twelve months ended June 30, 2024 of approximately $17.2 million and the additional debt investments made in existing portfolio companies on June 30, 2023 of approximately $54.5 million. Dividend income from portfolio company investments is recorded on the record date for privately issued securities, but excludes any portion of distributions that are treated as a return of capital. Dividend income was approximately $5.4 million for the quarters ended June 30, 2024 and 2023, and approximately $9.0 million and $10.6 million during the six months ended June 30, 2024 and 2023, respectively. During each of the six months ended June 30, 2024 and 2023, we received dividend income from eleven and eight of our portfolio companies, respectively. Our total investment income for the six months ended June 30, 2024, resulted in annualized cash yields ranging from 2.2% to 19.7% based on our investment cost, as compared to 2.6% to 19.4% for the six months ended June 30, 2023. We stopped investing in U.S. Treasury bills by the end of the fourth quarter of 2023. During the six months ended June 30, 2023, our effective yield on U.S. Treasury bills ranged from 3.4% to 4.8%. We currently invest in an IntraFi Cash Service account with an effective yield of 5.0%. We do not believe that our interest income, dividend income and total investment income are representative of either our stabilized performance or our future performance. We expect investment income to increase in future periods as we increase our base of assets that we expect to acquire from existing cash, borrowings and an expected increase in capital available for investment using proceeds from the Public Offerings.

Share Repurchase Program. We adopted (a) Effective at the Share Repurchase Program effective March 2019, as amended, pursuant to which we conduct quarterly share repurchases to allow our shareholders to sell all or a portion Closing until the earlier of their shares (at least 5% of his or her sharesi) back to us at a price equal to the net asset value per share of the month immediately prior to the repurchase date. The repurchase date is generally the last business day of the month of a calendar quarter end. We are not obligated to repurchase shares under the Share Repurchase Program. If we determine to repurchase shares, the Share Repurchase Program also limits the total amount of aggregate repurchases of Class FA, Class A, Class T, Class D, Class I and Class S shares to up to 2.5% of our aggregate net asset value per calendar quarter (based on the aggregate net asset value as of the last date of the month immediately prior first Transfer of Shares by the Investor Group where, after giving effect to such Transfer, the repurchase date) and up to 10% of our aggregate net asset value per year (based on the average aggregate net asset value as Fully Diluted Aggregate Ownership Percentage of the end of each of our trailing four quarters). The Share Repurchase Program also includes certain restrictions on the timing, amount and terms of our repurchases intended to ensure our ability to qualify as a partnership for U.S. federal income tax purposes. Our board of directors has the right to amend or suspend the Share Repurchase Program to the extent it determines that it Investor Group is in our best interest to do so, such as when repurchase requests would place an undue burden on our liquidity, adversely affect our operations, risk having an adverse impact on us that would outweigh the benefit of repurchasing our shares or risk our ability to qualify as a partnership for U.S. federal income tax purposes, upon 30 days’ prior notice to our shareholders. Once the Share Repurchase Program is suspended, the Share Repurchase Program requires that we consider the recommencement of the plan at least quarterly. Continued suspension of the Share Repurchase Program would only be permitted under the plan if our board of directors determines that the continued suspension of the Share Repurchase Program is in our best interest and the best interest of our shareholders. Our board of directors must affirmatively authorize the recommencement of the plan before shareholder requests will be considered again. Our board of directors cannot terminate the Share Repurchase Program absent a liquidity event or where otherwise required by law. We may provide notice by including such information in a current report on Form 8-K or in our annual or quarterly reports, each of which are publicly filed with the SEC followed by a separate mailing to our investors. Moreover, the Share Repurchase Program will terminate, and we no longer will accept shares for repurchase, if and when our shares are listed on a national securities exchange, are included for quotation in a national securities market or, in the sole determination of our board of directors, a secondary trading market for the shares otherwise develops. All shares to be repurchased under the Share Repurchase Program must be (i) fully transferable and not be subject to any liens or other encumbrances less than 40% and (ii) free from any restrictions the date on transfer. If we determine that a lien or other encumbrance or restriction exists against which the shares requested Aggregate Ownership Percentage of the Investor Group ceases to be repurchasedat least 30%, we will not the Company shall adopt and implement, and thereafter shall maintain, a long-term Share repurchase any such shares. The aggregate amount of funds under program (the Share Repurchase Program is determined on a quarterly basis at the sole discretion of our board of directors. At the sole discretion of our board of directors, we may use sources, including, but not limited to, offering proceeds and borrowings to repurchase shares. To the extent that the number of shares submitted to us for repurchase exceeds the number of shares that we are able to purchase, we will repurchase shares on a pro rata basis, from among the requests for repurchase received by us based upon the total number of shares for which repurchase was requested and the order of priority described in the “Share Repurchase Program. We may repurchase shares ”) pursuant to which, unless the Investor has delivered to the Company an Option Exercise Notice pursuant to Section 4.03, prior to or concurrently with any New Equity Issuance that would result in the Fully Diluted Aggregate Ownership Interest of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including fractional shares, computed payment in full of any contingent consideration)) ceasing to three decimal places. We have had no unfulfilled share repurchase requests under be at least equal to the Share Repurchase Program since inception. Under Percentage Cap at such time, the Company shall repurchase a number of Shares such that, immediately following such New Equity Issuance, the Fully Diluted Aggregate Ownership Percentage of the Investor Group remains at least equal to the Share Repurchase ProgramPercentage Cap at such time; provided that, our ability in the event of a New Equity Issuance by the Company that inadvertently results in the Fully Diluted Aggregate Ownership Interest of the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to make new acquisitions of businesses or increase the current distribution rate may become limited if, over any two-year period, we experience repurchase demand in excess of capacity. If, during any consecutive two year period, we do not have be at least one quarter in which we fully satisfy 100% equal to the Share Percentage Cap at such time, the Company shall have a period of properly submitted repurchase requests90 days from the date that the Company has knowledge of such inadvertent failure to consummate the repurchases of Shares required by this Section 4.01(a). For the purposes of this Agreement, we will not make a “New Equity Issuance” means, after the Closing, (i) any new acquisitions issuance of businesses Shares by the Company (excluding short-term cash management investments under 90 days other than (x) issuances of Permitted Stock Consideration, (y) Shares issued in durationaccordance with the terms of any Company Securities issued or granted in a New Equity Issuance of the type described in clause (ii) and we will use all available investable assets (as defined below) to satisfy repurchase requests (subject to the limitations under the Share Repurchase Program) until all Unfulfilled Repurchase Requests have been satisfied. Additionally, during such time as there remains any Unfulfilled Repurchase Requests outstanding from such period, the Manager and the Sub- Manager will defer their total return incentive fee until all such Unfulfilled Repurchase Requests have been satisfied. “Investable assets” includes net proceeds from new subscription agreements, unrestricted cash, proceeds from marketable securities, proceeds from the distribution reinvestment plan, and net cash flows after any payment, accrual, allocationof this definition, or liquidity reserves (z) Shares issued upon the exercise or settlement of Company Securities granted under an equity incentive plan that are outstanding as of the Closing) or (ii) the issuance or grant, as the case may be, by the Company of any Company Securities (other business costs in the normal course of owning, operating than Shares or selling our acquired businesses, debt service, repayment of debt, debt financing costs, current Permitted Stock Consideration) that are convertible or anticipated debt covenants, funding commitments related to our businesses, customary general and administrative expenses, customary organizational and offering costs, asset management and advisory fees, performance or actions under existing contracts, obligations under our organizational documents or those of our subsidiaries, obligations imposed by law, regulations, courts or arbitrationexercisable into, or distributions or establishment of an adequate liquidity reserve as determined by our board of directors. During the six months ended June 30exchangeable for, 2024 and 2023, we received requests for the repurchase of approximately $26.6 million and $8.8 million, respectively, of our common shares. Our board of directors approved the repurchase requests received. The following tables summarizes the shares repurchased during the six months ended June 30, 2024 and 2023 (in thousands except per share data): Shares Repurchased Total Consideration Average Price Paid per Share Class FA shares 109 $ 4,059 $ 36.99 Class A shares 76 2,536 33.80 Class T shares 113 3,814 33.76 Class D shares 49 1,633 33.59 Class I shares 400 13,737 34.32 Class S shares 20 777 37.89 Six Months Ended June 30, 2024 767 $ 26,556 $ 34.62 Class FA shares 24 $ 861 $ 35.30 Class A shares 47 1,541 32.71 Class T shares 12 379 32.68 Class D shares 11 340 32.35 Class I shares 169 5,609 33.16 Class S shares 2 84 35.86 Six Months Ended June 30, 2023 265 $ 8,814 $ 33.25 The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. Through June 30, 2024, we had acquired equity and debt investments in 15 portfolio companies. As of June 30, 2024 and 2023, the fair value of our portfolio company investments totalled approximately $1,006.0 million and $763.9 million, respectively. Additionally, as of June 30, 2023, we had invested in U.S. Treasury bills with a fair value of $50.2 million. We did not have any U.S. Treasury bills at June 30, 2024. See “Portfolio and Investment Activity” above for discussion of the general terms and characteristics of our investments, and for information regarding our portfolio companies. The following table summarizes our operating results for the quarter and six months ended June 30, 2024 and 2023 (in thousands): Total investment income $ 17,155 $ 14,506 $ 32,075 $ 27,824 Total operating expenses (11,952) (7,121) (22,446) (15,668) Expense support (reimbursement), net 58 (757) 353 (644) Net investment income before taxes 5,261 6,628 9,982 11,512 Income tax benefit (expense) 5 (27) 5 — Net investment income 5,266 6,601 9,987 11,512 Total net realized gain on investments — — — 4 Total net change in unrealized appreciation on investments 18,972 (482) 35,202 12,606 Investment income consisted of the following for the quarter and six months ended June 30, 2024 and 2023 (in thousands): From portfolio company investments: Interest income $ 9,961 $ 7,993 $ 19,888 $ 14,841 Dividend income 5,368 5,370 9,041 10,607 From U.S. Treasury bills and cash accounts Interest and dividend income 1,826 1,143 3,146 2,376 Interest income from portfolio company investments is generated from our senior secured note investments, the majority of which had fixed rate interest as of June 30, 2024 and 2023. As of June 30, 2024 and 2023, our weighted average annual yield on our accruing debt investments was 14.2% and 12.1%, respectively, based on amortized cost as defined above in “Portfolio and Investment ActivityShares.” Interest income from our debt investments was approximately $10.0 million and $8.0 million for quarters ended June 30, 2024 and 2023, respectively, and approximately $19.9 million and $14.8 million during the six months ended June 30, 2024 and 2023. The increase in interest income from portfolio company investments during the quarter and six months ended June 30, 2024, as compared to the quarter and six months ended June 30, 2023, is primarily attributable to new debt investments made during the twelve months ended June 30, 2024 of approximately $17.2 million and the additional debt investments made in existing portfolio companies on June 30, 2023 of approximately $54.5 million. Dividend income from portfolio company investments is recorded on the record date for privately issued securities, but excludes any portion of distributions that are treated as a return of capital. Dividend income was approximately $5.4 million for the quarters ended June 30, 2024 and 2023, and approximately $9.0 million and $10.6 million during the six months ended June 30, 2024 and 2023, respectively. During each of the six months ended June 30, 2024 and 2023, we received dividend income from eleven and eight of our portfolio companies, respectively. Our total investment income for the six months ended June 30, 2024, resulted in annualized cash yields ranging from 2.2% to 19.7% based on our investment cost, as compared to 2.6% to 19.4% for the six months ended June 30, 2023. We stopped investing in U.S. Treasury bills by the end of the fourth quarter of 2023. During the six months ended June 30, 2023, our effective yield on U.S. Treasury bills ranged from 3.4% to 4.8%. We currently invest in an IntraFi Cash Service account with an effective yield of 5.0%. We do not believe that our interest income, dividend income and total investment income are representative of either our stabilized performance or our future performance. We expect investment income to increase in future periods as we increase our base of assets that we expect to acquire from existing cash, borrowings and an expected increase in capital available for investment using proceeds from the Public Offerings.

Share Repurchase Program. We adopted (a) Effective at the Closing until the earlier of (i) the date of the first Transfer of Shares by the Investor Group where, after giving effect to such Transfer, the Fully Diluted Aggregate Ownership Percentage of the Investor Group is less than 40% and (ii) the date on which the Aggregate Ownership Percentage of the Investor Group ceases to be at least 30%, the Company shall adopt and implement, and thereafter shall maintain, a long-term Share repurchase program (the “Share Repurchase Program effective March 2019, as amended, Program”) pursuant to which we conduct quarterly share repurchases which, unless the Investor has delivered to allow our shareholders the Company an Option Exercise Notice pursuant to sell all Section 4.03, prior to or a portion concurrently with any New Equity Issuance that would result in the Fully Diluted Aggregate Ownership Interest of their shares the Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least 5% of his or her shares) back to us at a price equal to the net asset value per share Share Percentage Cap at such time, the Company shall repurchase a number of Shares such that, immediately following such New Equity Issuance, the Fully Diluted Aggregate Ownership Percentage of the month immediately prior Investor Group remains at least equal to the repurchase date. The repurchase date is generally Share Percentage Cap at such time; provided that, in the last business day event of a New Equity Issuance by the Company that inadvertently results in the Fully Diluted Aggregate Ownership Interest of the month Investor Group (assuming issuance in full of any remaining Permitted Stock Consideration (including payment in full of any contingent consideration)) ceasing to be at least equal to the Share Percentage Cap at such time, the Company shall have a calendar quarter endperiod of 90 days from the date that the Company has knowledge of such inadvertent failure to consummate the repurchases of Shares required by this Section 4.01(a). We For the purposes of this Agreement, a “New Equity Issuance” means, after the Closing, (i) any new issuance of Shares by the Company (other than (x) issuances of Permitted Stock Consideration, (y) Shares issued in accordance with the terms of any Company Securities issued or granted in a New Equity Issuance of the type described in clause (ii) of this definition, or (z) Shares issued upon the exercise or settlement of Company Securities granted under an equity incentive plan that are outstanding as of the Closing) or (ii) the issuance or grant, as the case may be, by the Company of any Company Securities (other than Shares or Permitted Stock Consideration) that are convertible or exercisable into, or exchangeable for, Shares. (b) Without limiting the Investor’s rights under Sections 4.03, 4.04 and 4.05, (x) the Company shall not be obligated to repurchase shares under the Share Repurchase Program. If we determine to repurchase shares, the Share Repurchase Program also limits the total amount of aggregate repurchases of Class FA, Class A, Class T, Class D, Class I and Class S shares to up to 2.5% of our aggregate net asset value per calendar quarter (based on the aggregate net asset value as of the last date of the month immediately prior to the repurchase date) and up to 10% of our aggregate net asset value per year (based on the average aggregate net asset value as of the end of each of our trailing four quarters). The Share Repurchase Program also includes certain restrictions on the timing, amount and terms of our repurchases intended to ensure our ability to qualify as a partnership for U.S. federal income tax purposes. Our board of directors has the right to amend or suspend the Share Repurchase Program to the extent it determines that it is in our best interest to do so, such as when repurchase requests would place an undue burden on our liquidity, adversely affect our operations, risk having an adverse impact on us that would outweigh the benefit of repurchasing our shares or risk our ability to qualify as a partnership for U.S. federal income tax purposes, upon 30 days’ prior notice to our shareholders. Once the Share Repurchase Program is suspended, the Share Repurchase Program requires that we consider the recommencement of the plan at least quarterly. Continued suspension of the Share Repurchase Program would only be permitted under the plan if our board of directors determines that the continued suspension of the Share Repurchase Program is in our best interest and the best interest of our shareholders. Our board of directors must affirmatively authorize the recommencement of the plan before shareholder requests will be considered again. Our board of directors cannot terminate the Share Repurchase Program absent a liquidity event or where otherwise required by law. We may provide notice by including such information in a current report on Form 8-K or in our annual or quarterly reports, each of which are publicly filed with the SEC followed by a separate mailing to our investors. Moreover, the Share Repurchase Program will terminate, and we no longer will accept shares for repurchase, if and when our shares are listed on a national securities exchange, are included for quotation in a national securities market or, in the sole determination of our board of directors, a secondary trading market for the shares otherwise develops. All shares to be repurchased any Shares under the Share Repurchase Program must be (i) fully transferable and not be subject to any liens or other encumbrances if such repurchase would violate Applicable Law, and (iiy) free from any restrictions on transfer. If we determine that if as a lien or other encumbrance or restriction exists against result of the shares requested to be repurchased, we will application of Applicable Law the Company is not repurchase any such shares. The aggregate amount of funds under the Share Repurchase Program is determined on a quarterly basis at the sole discretion of our board of directors. At the sole discretion of our board of directors, we may use sources, including, but not limited to, offering proceeds and borrowings able to repurchase shares. To the extent that the number of shares submitted to us for repurchase exceeds Shares otherwise contemplated by Section 4.01(a), then the number of shares that we are able to purchase, we will repurchase shares on a pro rata basis, from among the requests for repurchase received by us based upon the total number of shares for which repurchase was requested and the order of priority described in the Share Repurchase Program. We may repurchase shares including fractional shares, computed to three decimal places. We have had no unfulfilled share repurchase requests Company’s obligations under the Share Repurchase Program since inception. Under the Share Repurchase Program, our ability to make new acquisitions of businesses or increase the current distribution rate may become limited if, over any two-year period, we experience repurchase demand in excess of capacity. If, during any consecutive two year period, we do not have at least one quarter in which we fully satisfy 100% of properly submitted repurchase requests, we will not make any new acquisitions of businesses (excluding short-term cash management investments under 90 days in durationSection 4.01(a) and we will use all available investable assets (as defined below) to satisfy repurchase requests (subject to the limitations under the Share Repurchase Program) shall survive until all Unfulfilled Repurchase Requests have been satisfied. Additionally, during such time as there remains any Unfulfilled Repurchase Requests outstanding from the Company is able to repurchase such period, the Manager and the Sub- Manager will defer their total return incentive fee until all such Unfulfilled Repurchase Requests have been satisfied. “Investable assets” includes net proceeds from new subscription agreements, unrestricted cash, proceeds from marketable securities, proceeds from the distribution reinvestment plan, and net cash flows after any payment, accrual, allocation, or liquidity reserves or other business costs in the normal course of owning, operating or selling our acquired businesses, debt service, repayment of debt, debt financing costs, current or anticipated debt covenants, funding commitments related to our businesses, customary general and administrative expenses, customary organizational and offering costs, asset management and advisory fees, performance or actions Shares under existing contracts, obligations under our organizational documents or those of our subsidiaries, obligations imposed by law, regulations, courts or arbitration, or distributions or establishment of an adequate liquidity reserve as determined by our board of directors. During the six months ended June 30, 2024 and 2023, we received requests for the repurchase of approximately $26.6 million and $8.8 million, respectively, of our common shares. Our board of directors approved the repurchase requests received. The following tables summarizes the shares repurchased during the six months ended June 30, 2024 and 2023 (in thousands except per share data): Shares Repurchased Total Consideration Average Price Paid per Share Class FA shares 109 $ 4,059 $ 36.99 Class A shares 76 2,536 33.80 Class T shares 113 3,814 33.76 Class D shares 49 1,633 33.59 Class I shares 400 13,737 34.32 Class S shares 20 777 37.89 Six Months Ended June 30, 2024 767 $ 26,556 $ 34.62 Class FA shares 24 $ 861 $ 35.30 Class A shares 47 1,541 32.71 Class T shares 12 379 32.68 Class D shares 11 340 32.35 Class I shares 169 5,609 33.16 Class S shares 2 84 35.86 Six Months Ended June 30, 2023 265 $ 8,814 $ 33.25 The following discussion and analysis should be read in conjunction with the accompanying condensed consolidated financial statements and notes thereto. Through June 30, 2024, we had acquired equity and debt investments in 15 portfolio companies. As of June 30, 2024 and 2023, the fair value of our portfolio company investments totalled approximately $1,006.0 million and $763.9 million, respectively. Additionally, as of June 30, 2023, we had invested in U.S. Treasury bills with a fair value of $50.2 million. We did not have any U.S. Treasury bills at June 30, 2024. See “Portfolio and Investment Activity” above for discussion of the general terms and characteristics of our investments, and for information regarding our portfolio companies. The following table summarizes our operating results for the quarter and six months ended June 30, 2024 and 2023 (in thousands): Total investment income $ 17,155 $ 14,506 $ 32,075 $ 27,824 Total operating expenses (11,952) (7,121) (22,446) (15,668) Expense support (reimbursement), net 58 (757) 353 (644) Net investment income before taxes 5,261 6,628 9,982 11,512 Income tax benefit (expense) 5 (27) 5 — Net investment income 5,266 6,601 9,987 11,512 Total net realized gain on investments — — — 4 Total net change in unrealized appreciation on investments 18,972 (482) 35,202 12,606 Investment income consisted of the following for the quarter and six months ended June 30, 2024 and 2023 (in thousands): From portfolio company investments: Interest income $ 9,961 $ 7,993 $ 19,888 $ 14,841 Dividend income 5,368 5,370 9,041 10,607 From U.S. Treasury bills and cash accounts Interest and dividend income 1,826 1,143 3,146 2,376 Interest income from portfolio company investments is generated from our senior secured note investments, the majority of which had fixed rate interest as of June 30, 2024 and 2023. As of June 30, 2024 and 2023, our weighted average annual yield on our accruing debt investments was 14.2% and 12.1%, respectively, based on amortized cost as defined above in “Portfolio and Investment ActivityApplicable Law.” Interest income from our debt investments was approximately $10.0 million and $8.0 million for quarters ended June 30, 2024 and 2023, respectively, and approximately $19.9 million and $14.8 million during the six months ended June 30, 2024 and 2023. The increase in interest income from portfolio company investments during the quarter and six months ended June 30, 2024, as compared to the quarter and six months ended June 30, 2023, is primarily attributable to new debt investments made during the twelve months ended June 30, 2024 of approximately $17.2 million and the additional debt investments made in existing portfolio companies on June 30, 2023 of approximately $54.5 million. Dividend income from portfolio company investments is recorded on the record date for privately issued securities, but excludes any portion of distributions that are treated as a return of capital. Dividend income was approximately $5.4 million for the quarters ended June 30, 2024 and 2023, and approximately $9.0 million and $10.6 million during the six months ended June 30, 2024 and 2023, respectively. During each of the six months ended June 30, 2024 and 2023, we received dividend income from eleven and eight of our portfolio companies, respectively. Our total investment income for the six months ended June 30, 2024, resulted in annualized cash yields ranging from 2.2% to 19.7% based on our investment cost, as compared to 2.6% to 19.4% for the six months ended June 30, 2023. We stopped investing in U.S. Treasury bills by the end of the fourth quarter of 2023. During the six months ended June 30, 2023, our effective yield on U.S. Treasury bills ranged from 3.4% to 4.8%. We currently invest in an IntraFi Cash Service account with an effective yield of 5.0%. We do not believe that our interest income, dividend income and total investment income are representative of either our stabilized performance or our future performance. We expect investment income to increase in future periods as we increase our base of assets that we expect to acquire from existing cash, borrowings and an expected increase in capital available for investment using proceeds from the Public Offerings.