Carlyle Credit Solutions, Inc. - 8-K

Item 3.02 – Unregistered Sales of Equity Securities.

As of March 1, 2026, Carlyle Credit Solutions, Inc. (the “Company”) issued and sold 353,591 shares of the Company’s Class I common stock, par value $0.01 per share (the “Class I Common Stock”), with the final number of shares being determined on March 19, 2026 for aggregate consideration of $6.6 million. Following this issuance of the Class I Common Stock, the total number of shares of Class I Common Stock outstanding will be 97,475,345.

The issuance and sale of the Class I Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D and Regulation S thereunder.

The issuance of Class I Common Stock is being made pursuant to subscription agreements (“Subscription Agreement”) entered into by the Company and its investors. Under the terms of the Subscription Agreement, investors fund their purchase of shares of Common Stock five business days prior to the first day of the calendar month in which the subscription is to be effective (unless waived by the Company’s investment adviser). The net asset value per share applicable to the purchase of shares at a given effective date will be available generally within 20 business days after the effective date of the subscription; at that time, the number of shares based on that net asset value and the investor purchase will be determined and the shares will be issued as of the effective date of the purchase.

Item 7.01 – Regulation FD Disclosure.

On March 19, 2026, the Board of Directors declared a dividend of $0.17 per share of Class I Common Stock, which is payable on or about April 28, 2026 to holders of Class I Common Stock of record as of March 31, 2026. These dividends will be paid in cash and may then be reinvested in shares of Class I Common Stock at the election of the common stockholder pursuant to the Company’s dividend reinvestment plan. As of March 19, 2026, the Company has issued and outstanding only shares of Class I Common Stock.

Item 8.01 – Other Events.

Net Asset Value

As of February 28, 2026, the Company’s net asset value per share, determined in accordance with the Company’s valuation policy, was $18.54 for the Class I Common Stock. As of March 19, 2026, the Company’s aggregate net asset value was approximately $1.8 billion.

Status of Offering

The Company is currently privately offering unregistered shares for investment on a continuous basis (the “New Continuous Offering”). Prior to January 21, 2022, the Company offered unregistered shares in exchange for capital commitments as a finite life private BDC (the “Initial Private Offering”). The following table lists the shares issued and total consideration for both the New Continuous Offering and Initial Private Offering as of the date of this filing. The table below does not include shares sold through the Company’s distribution reinvestment plan. The Company intends to continue selling shares in the New Continuous Offering on a monthly basis.

Common Stock Issued

Total Consideration

Initial Private Offering:

Class I Common Stock

60,238,425

$

1.2

billion

New Continuous Offering:

Class I Common Stock

62,077,111

$

1.2

billion

Total Offerings

122,315,536

$

2.4

billion