Management’s Discussion and Analysis should be read in conjunction with ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “ITEM 1A. RISK FACTORS.” Actual results may differ materially from those contained in any forward-looking statements.
Overview
Sixth Street Lending Partners is a Delaware statutory trust formed on April 5, 2022. The Adviser is our external manager. We have three wholly owned subsidiaries, SSLP Lending, LLC, a Delaware limited liability company, which holds a California finance lender and broker license, Sixth Street LP Holding, LLC, Sixth Street LP Holding II, LLC and Sixth Street Lending Partners Sub, LLC in which we may hold certain investments. Sixth Street LP Holding, LLC has legally dissolved as of December 31, 2023.
We have elected to be regulated as a BDC under the 1940 Act and have elected to be treated as a RIC under the Code. As a result, we are required to comply with various statutory and regulatory requirements, such as:
the requirement to invest at least 70% of our assets in “qualifying assets”;
source of income limitations;
asset diversification requirements; and
the requirement to distribute (or be treated as distributing) in each taxable year at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.
Our Investment Framework
Our investment objective is to generate current income by targeting investments with favorable “risk-adjusted returns,” which are expected returns that are adjusted based on the levels of risk associated with the investments. Since we began our investment activities in August 2022, through December 31, 2025, we have originated more than $29.2 billion aggregate principal amount of investments and retained approximately $9.8 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income and long-term capital appreciation primarily by investing in U.S.-domiciled upper middle-market companies through direct 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 “upper middle-market companies,” we mean companies that have annual EBITDA, which we believe is a useful proxy for cash flow, of greater than $75 million, although we may invest in smaller companies on occasion. “EBITDA” means a company’s earnings before interest, tax, depreciation and amortization. As of December 31, 2025, our core portfolio companies had a weighted average annual revenue of $870.9 million and weighted average annual EBITDA of $261.6 million. As of December 31, 2025, our core portfolio companies had a median annual revenue of $201.9 million and median annual EBITDA of $67.5 million.
We invest in first-lien debt, second-lien debt, mezzanine and unsecured debt and equity and other investments. Our first-lien debt may include stand-alone first-lien loans; “last out” first-lien loans, which are loans that have a secondary priority behind super-senior “first out” first-lien loans; “unitranche” loans, which are loans that combine features of first-lien, second-lien and mezzanine debt, generally in a first-lien position; and secured corporate bonds with similar features to these categories of first-lien loans. Our second-lien debt may include secured loans, and, to a lesser extent, secured corporate bonds, with a secondary priority behind first-lien debt.
We seek to create a portfolio over time that includes primarily senior secured investments by investing approximately $125 million to $300 million of capital, on average, across our core positions of upper middle-market companies.
The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3 as defined by Standard & Poor’s and Moody’s Investors Services, respectively), which is often referred to as “junk”.
The companies in which we invest use our capital to support organic growth, acquisitions, market or product expansion and recapitalizations (including restructurings). As of December 31, 2025, the largest single investment based on fair value represented 4.8% of our total investment portfolio.
As of December 31, 2025, the average investment size in each of our portfolio companies was approximately $109.6 million based on fair value.
Through our Adviser, we consider potential investments utilizing a four-tiered investment framework and against our existing portfolio as a whole:
Business and sector selection. We focus on companies with enterprise values above $750 million. When reviewing potential investments, we seek to invest in businesses with high marginal cash flow, recurring revenue streams and where we believe credit quality will improve over time. We look for portfolio companies that we think have a sustainable competitive advantage in growing industries or distressed situations. We also seek companies where our investment will have a low loan-to-value ratio. We currently do not limit our focus to any specific industry and we may invest in larger or smaller companies.
We currently do not limit our focus to any specific industry and we may invest in larger or smaller companies on occasion. We classify the industries of our portfolio companies by end-market (such as healthcare, and business services) and not by the products or services (such as software) directed to those end-markets.
As of December 31, 2025, the largest industry represented 19.7% 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 December 31, 2025, approximately 94.9% of our portfolio was invested in secured debt, including 94.5% 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 period ended December 31, 2025, the weighted average term on new investment commitments in new portfolio companies was 5.5 years.
Deal Dynamics. We will focus on, among other deal dynamics, direct origination of investments, where we identify and lead the investment transaction. We seek transactions that are too small for the traditional high yield market. We look to invest in companies that value our commitment and ability to originate an investment that meets their goals and fits within their existing capital structure.
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 December 31, 2025, we had call protection on 95.5% of our debt investments based on fair value, with weighted average call prices of 108.3% for the first year, 104.3% for the second year and 101.9% for the third year, in each case from the date of the initial investment. As of December 31, 2025, 96.9% of our debt investments based on fair value bore interest at floating rates, with 100% of these subject to interest rate floors, which we believe helps act as a portfolio-wide hedge against inflation.
Relationship with our Adviser and Sixth Street
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, 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, 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 $125 billion of assets under management as of December 31, 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 740 investment and operating professionals. As of December 31, 2025, seventy-eight (78) of these personnel are dedicated to direct lending, including sixty-three (63) 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.
On May 6, 2025, we, the Adviser and certain of our affiliates were granted an exemptive order from the SEC that allows us to co-invest, subject to certain conditions, with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States.
We believe our ability to co-invest with Sixth Street affiliates is particularly useful where we identify larger capital commitments than otherwise would be appropriate for us. We expect that with the ability to co-invest with Sixth Street affiliates we will continue to be able to provide “one-stop” financing to a potential portfolio company in these circumstances, which may allow us to capture opportunities where we alone could not commit the full amount of required capital or would have to spend additional time to locate unaffiliated co-investors.
Under the terms of the Investment Advisory Agreement and Administration Agreement, the Adviser’s services are not exclusive, and the Adviser is free to furnish similar or other services to others, so long as its services to us are not impaired. Under the terms of the Investment Advisory Agreement, we will pay the Adviser the base management fee (the “Management Fee”), and may also pay certain incentive fees (the “Incentive Fees”).
Under the terms of the Administration Agreement, the Adviser also provides administrative services to us. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement.
Key Components of Our Results of Operations
Investments
We focus primarily on the direct origination of loans to upper middle-market companies domiciled in the United States.
Our level of investment activity (both the number of investments and the size of each investment) can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital generally available to middle-market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.
In addition, as part of our risk strategy on investments, we may reduce certain levels of investments through partial sales or syndication to additional investors.
Revenues
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 December 31, 2025, 96.9% of these investments based on fair value bore interest at a floating rate, with 100% of these subject to interest rate floors. Interest on debt investments is generally payable quarterly or semiannually. Some of our investments provide for deferred interest payments or PIK interest. For the years ended December 31, 2025, 2024 and 2023, 7.4%, 5.2% and 5.9%, 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 and fees related to portfolio activity, rather than by changes in interest rates. Our investment portfolio primarily consists of floating rate loans, and our credit facilities 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.
In addition to interest income, our net investment income is also driven by prepayment and other fees, which also can vary significantly from quarter to quarter. The level of prepayment fees is generally correlated to the movement in credit spreads and risk premiums, but also will vary based on corporate events that may take place at an individual portfolio company in a given period—e.g., merger and acquisition activity, initial public offerings and restructurings. As noted above, generally a small but varied number of portfolio companies may make prepayments in any quarter, meaning that changes in the amount of prepayment fees received can vary significantly between periods and can vary without regard to underlying credit trends.
Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income using the effective interest method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. We record prepayment premiums on loans as interest income when earned. We also may generate revenue in the form of commitment, amendment, structuring, syndication or due diligence fees, fees for providing managerial assistance and consulting fees. The frequency or volume of these items of revenue may fluctuate significantly.
Dividend income on common equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Our portfolio activity also reflects the proceeds of sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the Consolidated Statements of Operations.
Expenses
Our primary operating expenses include the payment of fees to our Adviser under the Investment Advisory Agreement, expenses reimbursable under the Administration Agreement and other operating costs described below. Additionally, we pay interest expense on our outstanding debt. We bear all other costs and expenses of our operations, administration and transactions, including those relating to:
organizational and offering expenses related to our initial private offering of Common Shares (up to an aggregate of
0.10% of total capital commitments to us, it being understood and agreed that the Adviser shall bear all such
organizational and offering expenses related to our initial private offering of Common Shares in excess of such
amount);
calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);
expenses, including travel expenses, incurred by the Adviser, or members of our Investment Team, or payable to third parties, in respect of due diligence on prospective portfolio companies and, if necessary, in respect of enforcing our rights with respect to investments in existing portfolio companies;
the costs of any public offerings of our Common Shares and other securities, including registration and listing fees;
the Management Fee and any Incentive Fee;
certain costs and expenses relating to distributions paid on our Common Shares;
administration fees payable under our Administration Agreement;
costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC
(or other regulatory bodies) and other reporting and compliance costs, and the compensation of professionals responsible for the
preparation of the foregoing, including the allocable portion of the compensation of our Chief Financial Officer, Chief
Compliance Officer and other professionals who provide operational and administrative services to us pursuant to the
Administration Agreement (based on the percentage of time those individuals devote, on an estimated basis, to our business and
affairs);
debt service and other costs of borrowings or other financing arrangements;
the Adviser’s allocable share of costs incurred in providing significant managerial assistance to those portfolio companies that request it;
amounts payable to third parties relating to, or associated with, making or holding investments;
transfer agent and custodial fees;
costs of hedging;
commissions and other compensation payable to brokers or dealers;
taxes;
Independent Trustees fees and expenses;
the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs), the costs of any shareholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;
our fidelity bond;
trustees and officers/errors and omissions liability insurance, and any other insurance premiums;
indemnification payments;
direct costs and expenses of administration, including audit, accounting, consulting and legal costs; and
all other expenses reasonably incurred by us in connection with making investments and administering our business.
We expect that during periods of asset growth, our general and administrative expenses will be relatively stable or will decline as a percentage of total assets, and will increase as a percentage of total assets during periods of asset declines.
Leverage
While as a BDC the amount of leverage that we are permitted to use is limited in significant respects, we use leverage to increase our ability to make investments. The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions, however, under the 1940 Act, our total borrowings are limited so that our asset coverage ratio cannot fall below 150% immediately after any borrowing, as defined in the 1940 Act. In any period, our interest expense will depend largely on the extent of our borrowing and we expect interest expense will increase as we increase leverage over time within the limits of the 1940 Act. In addition, we may dedicate assets as collateral to financing facilities from time to time.
Market Trends
We believe trends in the middle-market lending environment, including the limited availability of capital from traditional regulated financial institutions, strong demand for debt capital and specialized lending requirements, are likely to continue to create favorable opportunities for us to invest at attractive risk-adjusted rates.
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 create 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.
This market dynamic is further exacerbated by the specialized due diligence and underwriting capabilities, as well as extensive ongoing monitoring, required for middle-market lending. We believe middle-market lending is generally more labor-intensive than lending to larger companies due to smaller investment sizes and the lack of publicly available information on these companies. As a result, the opportunities for dedicated private lenders such as us has continued to expand.
An imbalance between the supply of, and demand for, middle-market debt capital creates attractive pricing dynamics for investors such as BDCs. The negotiated nature of middle-market financings also generally provides for more favorable terms to the lenders, including stronger covenant and reporting packages, better call protection and lender-protective change of control provisions. We believe that BDCs have flexibility to develop loans that reflect each borrower’s distinct situation, provide long-term relationships and a potential source for future capital, which renders BDCs, including us, attractive lenders.
Portfolio and Investment Activity
As of December 31, 2025, our portfolio based on fair value consisted of 94.5% first-lien debt investments, 0.5% second-lien debt investments, 2.7% mezzanine investments and 2.3% equity and other investments. As of December 31, 2024, our portfolio based on fair value consisted of 94.9% first-lien debt investments, 1.3% second lien-debt investments, 1.7% mezzanine investments and 2.1% equity and other investments.
As of December 31, 2025 and December 31, 2024, 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 10.0% and 11.0%, 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 10.3% and 11.3%.
As of December 31, 2025 and December 31, 2024, we had investments in 74 and 67 portfolio companies, with an aggregate fair value of $8,108.7 million and $7,244.3 million.
For the year ended December 31, 2025, the principal amount of new investments funded was $2,392.1 million in 34 new portfolio companies and 16 existing portfolio companies. For this period, we had $2,001.8 million aggregate principal amount in exits and repayments.
For the year ended December 31, 2024, the principal amount of new investments funded was $4,263.9 million in 34 new portfolio companies and 11 existing portfolio companies. For this period, we had $662.5 million aggregate principal amount in exits and repayments.
Our investment activity for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 is presented below (information presented herein is at par value unless otherwise indicated).
Year Ended
($ in millions)
December 31, 2025
December 31, 2024
December 31, 2023
New investment commitments:
Gross originations (1)
Less: Syndications/sell downs (1)
Total new investment commitments
Principal amount of investments funded:
First-lien
Second-lien
Mezzanine
Equity and other
Total
Principal amount of investments sold or repaid:
First-lien
Second-lien
Mezzanine
Equity and other
Total
Number of new investment commitments in
new portfolio companies
Average new investment commitment amount in
new portfolio companies
Weighted average term for new investment
commitments in new portfolio companies
(in years)
Percentage of new debt investment commitments
at floating rates
Percentage of new debt investment commitments
at fixed rates
Weighted average interest rate of new
investment commitments
Weighted average spread over reference rate of
new floating rate investment commitments
Weighted average interest rate on investments
fully sold or paid down
Includes affiliates of Sixth Street.
As of December 31, 2025 and December 31, 2024, our investments consisted of the following:
December 31, 2025
December 31, 2024
($ in millions) (1)
Amortized Cost
Fair Value
Amortized Cost
Fair Value
First-lien debt investments
Second-lien debt investments
Mezzanine debt investments
Equity and other investments
Total
Table may not sum due to rounding.
The following table shows the fair value and amortized cost of our performing and non-accrual investments as of December 31, 2025. We had no non-accrual investments as of December 31, 2024.
December 31, 2025
($ in millions) (1)
Fair Value
Percentage
Performing
Non-Accrual (2)(3)
Total
December 31, 2025
($ in millions) (1)
Amortized Cost
Percentage
Performing
Non-Accrual (2)(3)
Total
Table may not sum due to rounding.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Non-accrual loans are restored to accrual status when past due principal and interest has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection. See “–Critical Accounting Estimates – Interest and Dividend Income Recognition.”
Amounts round to less than 0.1%.
The weighted average yields and interest rates of our performing debt investments at fair value as of December 31, 2025 and December 31, 2024 were as follows:
December 31, 2025
December 31, 2024
Weighted average total yield of debt and income
producing securities (1)
Weighted average interest rate of debt and income
producing securities
Weighted average spread over reference rate of all
floating rate investments
Weighted average total portfolio yield at fair value was 9.8% at December 31, 2025 and at 10.8% at December 31, 2024.
The Adviser monitors our portfolio companies on an ongoing basis. The Adviser monitors the financial trends of each portfolio company to determine if it is meeting its business plans and to assess the appropriate course of action for each company. The Adviser has a number of methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to other companies in the industry;
attendance at, and participation in, board meetings; and
review of monthly and quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, the Adviser regularly assesses the risk profile of each of our investments and, on a quarterly basis, grades each investment on a risk scale of 1 to 5. Risk assessment is not standardized in our industry and our risk assessment may not be comparable to ones used by our competitors. Our assessment is based on the following categories:
An investment is rated 1 if, in the opinion of the Adviser, it is performing as agreed and there are no concerns about the portfolio company’s performance or ability to meet covenant requirements. For these investments, the Adviser generally prepares monthly reports on investment performance and intensive quarterly asset reviews.
An investment is rated 2 if it is performing as agreed, but, in the opinion of the Adviser, there may be concerns about the company’s operating performance or trends in the industry. For these investments, in addition to monthly reports and quarterly asset reviews, the Adviser also researches any areas of concern with the objective of early intervention with the portfolio company.
An investment will be assigned a rating of 3 if it is paying its obligations to us as agreed but a material covenant violation is expected. For these investments, in addition to monthly reports and quarterly asset reviews, the Adviser also adds the investment to its “watch list” and researches any areas of concern with the objective of early intervention with the portfolio company.
An investment will be assigned a rating of 4 if a material covenant has been violated, but the company is making its scheduled payments on its obligations to us. For these investments, the Adviser generally prepares a bi-monthly asset review email and generally has monthly meetings with the portfolio company’s senior management. For investments where there have been material defaults, including bankruptcy filings, failures to achieve financial performance requirements or failure to maintain liquidity or loan-to-value requirements, the Adviser often will take immediate action to protect its position. These remedies may include negotiating for additional collateral, modifying investment terms or structure, or payment of amendment and waiver fees.
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).
The following table shows the distribution of our investments on the 1 to 5 investment performance rating scale at fair value as of December 31, 2025 and December 31, 2024. 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.
December 31, 2025
December 31, 2024
Investment
Investments at
Investments at
Performance
Fair Value
Percentage of
Fair Value
Percentage of
Rating
($ in millions)
Total Portfolio
($ in millions)
Total Portfolio
Total
Amounts round to less than 0.1%.
Structured Credit Partners JV, LLC (“SCP”)
On December 23, 2025, affiliates of Sixth Street, including us, and affiliates of Carlyle entered into the Limited Liability Company Agreement, to co-manage SCP, a joint venture focused on investing in broadly syndicated first lien senior secured loans, financed with long-term, non-mark-to-market, and predominantly investment grade rated CLO debt managed by affiliates of Sixth Street or Carlyle on a no-fee basis. SCP is managed by a board of managers, consisting of an equal number of representatives appointed by the Sixth Street-affiliated members of SCP and the Carlyle-affiliated members of SCP and which acts unanimously. Portfolio construction and investment decisions must be unanimously approved by SCP’s investment committee, as delegated by SCP's board of managers. Our investment in SCP is made with certain of our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our non-controlling interest in SCP. As of December 31, 2025, SCP had not commenced operations and no capital had been contributed to SCP.
Results of Operations
Operating results for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 were as follows:
For the Year Ended
($ in millions) (1)
December 31, 2025
December 31, 2024
December 31, 2023
Total investment income
Less: Net expenses
Net investment income before income taxes
Less: Income taxes, including excise taxes (3)
Net investment income
Net realized gains (losses) (2)
Net change in unrealized gains (losses) (2)
Net increase (decrease) in net assets resulting from operations
Table may not sum due to rounding.
Includes foreign exchange hedging activity.
Amounts round to less than $0.1 million.
Investment Income
For the Year Ended
($ in millions) (1)
December 31, 2025
December 31, 2024
December 31, 2023
Interest from investments
Paid-in-kind interest income
Dividend income
Other income
Total investment income
Table may not sum due to rounding.
Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $592.8 million for the year ended December 31, 2024, to $833.1 million for the year ended December 31, 2025. The increase in interest from investments was primarily the result of growth in our investment portfolio. Paid-in-kind interest income increased from $34.7 million for the year ended December 31, 2024, to $70.7 million for the year ended December 31, 2025, primarily due to increased PIK investments. Dividend income increased from $5.3 million for the year ended December 31, 2024, to $6.3 million for the year ended December 31, 2025. Other income increased from $36.0 million for the year ended December 31, 2024, to $38.6 million for the year ended December 31, 2025, primarily due to increased miscellaneous fees earned.
Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $222.3 million for the year ended December 31, 2023, to $592.8 million for the year ended December 31, 2024. The increase in interest from investments was primarily the result of growth in our investment portfolio. Paid-in-kind interest income increased from $14.4 for the year ended December 31, 2023, to $34.7 million for the year ended December 31, 2024. There was no dividend income for the year ended
December 31, 2023. For the year ended December 31, 2024, we had dividend income of $5.3 million. Other income increased from $9.4 million for the year ended December 31, 2023, to $36.0 million for the year ended December 31, 2024.
Expenses
Operating expenses for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, were as follows:
For the Year Ended December 31,
($ in millions) (1)
Interest
Management fees (net of waivers)
Incentive fees on net investment income
Incentive fees on net capital gains (losses)
Organizational and offering expense
Professional fees
Trustees fees
Other general and administrative
Net Expenses
Table may not sum due to rounding.
Interest
Interest expense, including other debt financing costs, increased from $192.0 million for the year ended December 31, 2024, to $233.9 million for the year ended December 31, 2025. This increase was primarily due to an increase in average debt outstanding from $2,519.0 million for the year ended December 31, 2024, to $3,687.3 million for the year ended December 31, 2025. The average interest rate on our debt outstanding decreased from 7.1% for the year ended December 31, 2024, to 5.8% for the year ended December 31, 2025 due to a change in SOFR rates and the mix of our debt financing sources.
Interest expense, including other debt financing costs, increased from $72.4 million for the year ended December 31, 2023, to $192.0 million for the year ended December 31, 2024. This increase was primarily due to an increase in average debt outstanding from $876.9 million for the year ended December 31, 2023, to $2,519.0 million for the year ended December 31, 2024. The average interest rate on our debt outstanding decreased from 7.3% for the year ended December 31, 2023, to 7.1% for the year ended December 31, 2024, due to a change in the mix of our debt financing sources and a change in SOFR rates.
Management Fees
Management Fees (gross of waivers) increased from $67.8 million for the year ended December 31, 2024, to $108.0 million for the year ended December 31, 2025 due to an increase in average assets for the year ended December 31, 2025, compared to the year ended December 31, 2024. Management Fees (net of waivers) increased from $24.0 million for the year ended December 31, 2024, to $40.1 million for the year ended December 31, 2025. For the years ended December 31, 2025 and December 31, 2024, the Adviser waived management fees of $67.9 million and $43.8 million, respectively.
Management Fees (gross of waivers) increased from $25.2 million for the year ended December 31, 2023, to $67.8 million for the year ended December 31, 2024, due to an increase in average assets for the year ended December 31, 2024, compared to the year ended December 31, 2023. Management Fees (net of waivers) increased from $8.5 million for the year ended December 31, 2023, to $24.0 million for the year ended December 31, 2024. For the years ended December 31, 2024 and December 31, 2023, the Adviser waived Management Fees of $43.8 million and $16.7 million, respectively.
Incentive Fees
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, Incentive Fees related to pre-incentive net investment income were $82.4 million, $54.7 million, and $19.3 million, respectively. The increase in Incentive Fees from 2024 to 2025 was primarily due to a larger average portfolio size for the year ended December 31, 2025 compared to the same period in 2024. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, $(9.6) million, 17.8 million and $6.7 million, respectively, were accrued related to Capital Gains (Losses) Fees. As of December 31, 2025, these accrued Incentive Fees are not contractually payable to the Adviser.
Organizational and Offering Expense
For the year ended December 31, 2025, there were no organizational and offering expenses. Organizational and offering expenses increased from $1.1 million for the year ended December 31, 2023, to $1.4 million for the year ended December 31, 2024. We will not bear more than an amount equal to 0.10% of the aggregate capital commitments for organizational and offering expenses in connection with the offering of our Common Shares.
Professional Fees and Other General and Administrative Expenses
Professional fees increased from $5.5 million for the year ended December 31, 2024, to $7.8 million for the year ended December 31, 2025. Trustee Fees increased from $0.5 million for the year ended December 31, 2024, to $0.7 million for the year ended December 31, 2025. Other general and administrative expenses increased from $5.8 million for the year ended December 31, 2024, to $6.7 million for the year ended December 31, 2025.
Professional fees increased from $3.3 million for the year ended December 31, 2023, to $5.5 million for the year ended December 31, 2024. Trustee Fees decreased from $0.7 million for the year ended December 31, 2023, to $0.5 million for the year ended December 31, 2024. Other general and administrative expenses increased from $4.3 million for the year ended December 31, 2023, to $5.8 million for the year ended December 31, 2024.
Income Taxes, Including Excise Taxes
We elected to be treated as a RIC under Subchapter M of the Code, and we operate in a manner so as to continue net realized to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our RIC status, we, among other things, have made and intend to continue to make the requisite distributions to our shareholders, which generally relieve us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we accrue excise tax on estimated excess taxable income.
For the year ended December 31, 2025, December 31, 2024 and December 31, 2023, we recorded a net expense of less than $0.1 million, $2.2 million and $1.5 million, respectively, for U.S. federal excise tax and other taxes.
For the calendar years ended December 31, 2025, December 31, 2024 and December 31, 2023, we recorded no provision pertaining to net unrealized gains or losses from our investments. For the calendar year ended December 31, 2025, we recognized a tax expense of $1.2 million pertaining to net realized gains. For the calendar years ended December 31, 2024 and December 31, 2023, there were no tax expenses related to net realized gains.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023:
For the Year Ended December 31,
($ in millions) (1)
Net realized gains (losses) on investments
Net realized gains (losses) on foreign currency investments
Net realized gains (losses) on foreign currency transactions (3)
Net realized gains (losses) on foreign currency borrowings (2)
Income tax provision on net realized gains
Net Realized Gains (Losses)
Change in unrealized gains on investments
Change in unrealized (losses) on investments
Net Change in Unrealized Gains (Losses) on
Investments
Unrealized gains (losses) on foreign currency borrowings
Unrealized gains (losses) on foreign currency transactions (2)(3)
Net Change in Unrealized Gains (Losses) on Foreign
Currency Transactions
Net Change in Unrealized Gains (Losses)
Table may not sum due to rounding.
Amounts round to less than $0.1 million.
Includes foreign exchange hedging activity.
For the years ended December 31, 2025 and December 31, 2024, we had net realized gains on investments of $15.1 million and $3.7 million, respectively. For the year ended December 31, 2023, we had no net realized gains or losses on investments. For the years ended December 31, 2025 and December 31, 2024, we had net realized gains on foreign currency investments of $11.4 million and $0.9 million, respectively. For the year ended December 31, 2023, we had no realized gains or losses on foreign currency investments. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, we had net realized losses on foreign currency transactions of $8.7 million, net realized gains of $0.4 million and net realized losses of $1.1 million, respectively, primarily as a result of translating foreign currency related to our non-USD denominated investments. For the years ended December 31, 2025 and December 31, 2024, we had net realized losses on foreign currency borrowings of $9.4 million and net realized gains of $2.1 million, respectively, primarily as a result of payments on our revolving facility. For the year ended December 31, 2023, we had net realized on foreign currency borrowings of less than $0.1 million. For the year ended December 31, 2025, we recognized a tax expense of $1.2 million, pertaining to net realized . For the years ended December 31, 2024 and December 31, 2023, we had no tax expenses related to realized .
For the year ended December 31, 2025, we had $194.5 million in unrealized gains on 50 portfolio company investments, which was offset by $143.0 million in unrealized losses on 38 portfolio company investments. Unrealized gains were primarily due to fluctuations in foreign exchange rates and positive portfolio company specific developments. Unrealized losses resulted from the reversal of prior period unrealized gains due to realizations of investments, widening credit spreads and negative portfolio company specific developments.
For the year ended December 31, 2024, we had $136.7 million in unrealized gains on 47 portfolio company investments, which was offset by $33.7 million in unrealized losses on 24 portfolio company investments. Unrealized gains were driven by an increase in fair value, primarily due to changes in credit spreads and positive portfolio company specific developments. Unrealized losses resulted from negative credit related adjustments, the reversal of prior period unrealized gains due to realizations of fluctuations in foreign exchange rates.
For the year ended December 31, 2023, we had $65.3 million in unrealized gains on 35 portfolio company investments, which was offset by $3.7 million in unrealized losses on two portfolio company investments. Unrealized gains were driven by an increase in fair value, primarily due to tightening credit spreads.
For the year ended December 31, 2025, we had unrealized losses of $132.3 million on foreign currency borrowings, as a result of fluctuations in the CAD, GBP, EUR and SEK exchange rates. For the year ended December 31, 2024, we had unrealized gains of $31.0 million on foreign currency borrowings, primarily as a result of fluctuations in the GBP, EUR and SEK exchange rates. For the year ended December 31, 2023, we had unrealized losses of $4.8 million on foreign currency borrowings, primarily as a result of fluctuations in the GBP and EUR exchange rates. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, we had unrealized losses of less than $0.1 million, unrealized gains of less than $0.1 million and unrealized losses of less than $0.1 million, respectively, on foreign currency transactions.
Realized Gross Internal Rate of Return
Since we began investing in 2022 through December 31, 2025, weighted by capital invested, our exited investments have generated an average realized gross internal rate of return to us of 19.1% (based on total capital invested of $2.0 million and total proceeds from these exited investments of $2.5 million). One hundred percent of these investments resulted in a realized gross internal rate of return to us of 10% or greater.
Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero, and all cash flows are deemed to occur on the fifteenth of each month in which they occur.
Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of Management Fees, expenses, Incentive Fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.
Average gross IRR is the average of the gross IRR for each of our exited investments (each calculated as described above), weighted by the total capital invested for each of those investments.
Average gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.
Internal rate of return, or IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.
Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment. Capital invested also includes realized losses on hedging activity, with respect to an investment, which represents any inception-to-date realized losses on foreign currency forward contracts allocable to the investment, if any.
Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees, administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds. Realized returns also include realized gains on hedging activity, with respect to an investment, which represents any inception-to-date realized gains on foreign currency forward contracts allocable to the investment, if any.
Interest Rate and Foreign Currency Hedging
We use interest rate swaps to hedge our fixed rate debt and certain fixed rate investments. We have designated certain interest rate swaps to be in a hedge accounting relationship. See Note 2 for additional disclosure regarding our accounting for derivative instruments designated in a hedge accounting relationship. See Note 5 for additional disclosure regarding these derivative instruments and the interest payments paid and received. See Note 7 for additional disclosure regarding the carrying value of our debt.
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 Credit Facilities to fund these investments. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, we had unrealized losses of $132.3 million, unrealized gains of $31.0 million, and unrealized losses of $4.8 million, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains on the translation of our non-U.S. dollar denominated investments into U.S. dollars. 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, 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.
Financial Condition, Liquidity and Capital Resources
Our liquidity and capital resources are derived primarily from proceeds from equity issuances, advances from our Credit Facilities, and cash flows from operations. The primary uses of our cash and cash equivalents are:
investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements;
the cost of operations (including paying our Adviser);
debt service, repayment, and other financing costs; and
cash dividends to the holders of our shares.
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 shares if immediately after the borrowing or issuance our ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred shares, is at least 150%. For more information, see “ Key Components of Our Results of Operations —Leverage ” above. As of December 31, 2025, December 31, 2024 and December 31, 2023, our asset coverage ratio was 200.8%, 193.0% and 245.6%, 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 December 31, 2025, taken together with cash available under our Credit Facilities and cash available from undrawn Capital Commitments, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of December 31, 2025, we had approximately $477.6 million and $617.1 million of availability on our Subscription Facility and Revolving Credit Facility, respectively, subject to asset coverage limitations.
As of December 31, 2025, we had $454.7 million in cash and cash equivalents, including $47.7 million of restricted cash. During the year ended December 31, 2025, cash used in operating activities was $163.8 million, primarily attributable to funding portfolio investments of $2,811.5 million and a net change in unrealized gains on investments of $51.5 million, which was offset by repayments and proceeds from investments of $2,156.2 million, an increase in net assets resulting from operations of $513.1 million and other net operating activities of $29.9 million. Cash used in financing activities was $579.6 million during the period due to paydowns on debt of $3,650.3 million and other financing activities of $233.3 million, which was partially offset by borrowings of $3,304.0 million.
As of December 31, 2024, we had $1,198.0 million in cash and cash equivalents, including $43.4 million of restricted cash. During the year ended December 31, 2024, we used $3,672.1 million in cash from operating activities primarily attributable to funding portfolio investments of $4,763.4 million, net change in unrealized gains on investments of $103.0 million and other net operating activities of $96.4 million, which was offset by repayments and proceeds from investments of $784.8 million and an increase in net assets resulting from operations of $505.9 million. Cash provided by financing activities was $4,861.3 million during the period due to borrowings of $8,611.0 million and proceeds from capital calls of $1,999.7 million, which were partially offset by paydowns on debt of $5,484.7 million and other financing activities of $264.7 million.
As of December 31, 2023, we had $8.8 million in cash and cash equivalents. During the year ended December 31, 2023, we used $2,091.8 million in cash from operating activities primarily attributable to funding portfolio investments of $2,286.0 million and net change in unrealized gains on investments of $61.6 million, which was offset by repayments on investments of $80.1 million and other net operating activities of $175.5 million. Cash provided by financing activities was $1,826.0 million during the period due to borrowings of $2,886.7 million and proceeds from capital calls of $1,150.0 million, which were partially offset by paydowns on debt of $2,181.5 million and other financing activities of $29.2 million.
Equity
We have entered into subscription agreements (the "Subscription Agreements") with investors providing for the private placement of our Common Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase our Common Shares up to the amount of their respective Capital Commitment on an as-needed basis each time we deliver a drawdown notice to our investors. As of December 31, 2025, we had received Capital Commitments totaling $7.4 billion ($3.7 billion remaining undrawn). As of December 31, 2024, we had received Capital Commitments totaling $7.4 billion ($3.7 billion remaining undrawn).
We issued no Common Shares and received no proceeds related to our capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2025. The following table summarizes the total Common Shares issued and proceeds received related to our capital drawdowns delivered pursuant to subscription agreements (the “Subscription Agreements”) for the year ended December 31, 2024:
Common Share Issuance Date
Number of Common Shares Issued
Proceeds Received
($ in millions)
March 6, 2024
March 26, 2024
June 25, 2024
September 24, 2024
December 17, 2024
During the year ended December 31, 2025, we issued 6,077,657 shares to investors who have not opted out of our dividend reinvestment plan for proceeds of $177.7 million. During the year ended December 31, 2024, we issued 6,601,368 shares to investors who have not opted out of our dividend reinvestment plan for proceeds of $191.8 million.
Debt
Subscription Facility
On September 1, 2022, we entered into a revolving credit agreement (the "Subscription Facility") with Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), letter of credit issuer, lead arranger, as a lender and aggregate commitments under the Subscription Facility were $400 million.
Pursuant to an amendment to the Subscription Facility dated as of December 21, 2022 (the “Subscription Facility First Amendment”), the aggregate commitments under the Subscription Facility were upsized to $700 million. Pursuant to lender joinder agreements dated January 18, 2023 and January 27, 2023, the aggregate commitments under the Subscription Facility were upsized to $800 million and $850 million, respectively. Pursuant to lender joinder agreements dated March 28, 2023, the aggregate commitments under the Subscription Facility were upsized to $1.3 billion. Pursuant to a lender joinder agreement dated April 27, 2023, the aggregate commitments under the Subscription Facility were upsized to $1.35 billion. Pursuant to a lender joinder agreement dated December 1, 2023, the aggregate commitments under the Subscription Facility were upsized to $1.5 billion (the “Maximum Commitment”). On July 3, 2024, we exercised our option to extend the stated maturity date to August 29, 2025. Pursuant to the second amendment to the Subscription Facility dated as of August 29, 2025 (the “Subscription Facility Second Amendment”), the aggregate commitments under the Subscription Facility were reduced to $500 million and the stated maturity date was extended to August 28, 2026.
Borrowings under the Subscription Facility bear interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of loans denominated in dollars, at our option (a) an adjusted Daily Simple SOFR rate plus 1.80%, (b) an adjusted Term SOFR rate for the applicable interest period plus 1.80% and (c) in the case of reference rate loans, 0.80% plus the greatest of (1) a prime rate, (2) the federal funds rate plus 0.50% and (3) the adjusted Daily Simple SOFR plus 1.00%, (ii) in the case of loans denominated in euros or other alternative currencies (other than sterling), the adjusted Eurocurrency Rate for the applicable interest period plus 1.80% or (iii) in the case of loans denominated in sterling, the adjusted SONIA rate plus 1.80%. SONIA loans are subject to a credit spread adjustment of 0.0326%. Loans denominated in dollars may be converted from one rate applicable to dollar denominated loans to another at any time at our election, subject to certain conditions. We also will pay an unused commitment fee of 0.25% per annum on the unused commitments.
We may borrow amounts in U.S. dollars or certain other permitted currencies. As of December 31, 2025, we had outstanding debt denominated in British pounds (GBP) of 10.3 million, and Euros (EUR) of 7.3 million on our Subscription Facility, included in the Outstanding Principal amount in the table below. As of December 31, 2024, we had outstanding debt denominated in British pounds (GBP) of 10.3 million, and Euro (EUR) of 7.3 million on the Subscription Facility, included in the outstanding principal amount in the table below.
The amount available for borrowing under the Subscription Facility is reduced by any letters of credit issued through the Subscription Facility. As of December 31, 2025 and December 31, 2024, we had no outstanding letters of credit issued through the Subscription Facility.
The Subscription Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants.
As of December 31, 2025 and December 31, 2024, we were in compliance with the terms of the Subscription Facility.
Revolving Credit Facility
On January 19, 2023, we entered into a senior secured revolving credit agreement (the “Revolving Credit Facility”) with Truist Bank, as administrative agent, JPMorgan Chase Bank, N.A., Royal Bank of Canada, State Street Bank and Trust Company and Wells Fargo Bank, N.A., as joint lead arrangers, and certain other lenders.
The aggregate commitments under the Revolving Credit Facility were $600 million and included an uncommitted accordion feature that allows us, under certain circumstances, to increase the size of the Revolving Credit Facility up to $1 billion. On February 28, 2023, the aggregate commitments under the Revolving Credit Facility were upsized to $700 million. On July 27, 2023, the aggregate commitments under the Revolving Credit Facility were upsized to $725 million. Pursuant to the first amendment to the Revolving Credit Facility dated February 8, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $1.0 billion and the stated maturity date was extended to February 8, 2029. On April 8, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $1.2 billion. On May 23, 2024, pursuant to the second amendment, the aggregate commitments under the Revolving Credit Facility were upsized to $1.375 billion, which included a term loan commitment of $100 million, due at the stated maturity. On June 27, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $1.425 billion. On December 18, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $1.55 billion, which included a term loan commitment of an additional $50 million, due at the stated maturity. On January 17, 2025, the aggregate commitments under the Revolving Credit Facility were upsized to $1.65 billion, due at the stated maturity. On March 4, 2025, pursuant to the third amendment, the aggregate commitments under the Revolving Credit Facility were upsized to $2.28 billion and the stated maturity was extended to March 4, 2030. On August 26, 2025, the aggregate commitments under the Revolving Credit Facility were upsized to $2.425 billion, which included a term loan commitment of an additional $50 million, due at the stated maturity. On September 23, 2025, pursuant to the fourth amendment, the aggregate commitments under the Revolving Credit Facility were upsized to $2.675 billion, due at the stated maturity. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the size of the Revolving Credit Facility to up to $3.42 billion. The Revolving Credit Facility will mature on March 4, 2030.
Borrowings under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at our election at the time of drawdown, at a rate per annum equal to (i) in the case of loans denominated in dollars, at our option (a) adjusted Term SOFR plus 1.525%, 1.65% or 1.775%, based on certain borrowing base conditions and (b) an alternative base rate plus 0.525%, 0.65% or 0.775%, based on certain borrowing base conditions, (ii) in the case of loans denominated in other permitted currencies at the relevant rate specified plus 0.525%, 0.65% or 0.775%, based on certain borrowing base conditions, plus in the case of amounts denominated in certain other permitted currencies, an adjustment. We also will pay an unused commitment fee of 0.325% per annum on the unused commitments.
The Revolving Credit Facility is guaranteed by Sixth Street LP Holding II, LLC and SSLP Lending, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by us and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
We may borrow amounts in U.S. dollars or certain other permitted currencies. As of December 31, 2025, we had outstanding debt denominated in British pounds (GBP) of 244.7 million, Canadian dollars (CAD) of 142.0 million, Euros (EUR) 974.5 million and Swedish Krona (SEK) 218.0 million on its Revolving Credit Facility, included in the outstanding principal amount in the table below. As of December 31, 2024, we had outstanding debt denominated in British pounds (GBP) of 299.2 million, Euros (EUR) 640.1 million and Swedish Krona (SEK) 80.2 million on our Revolving Credit Facility, included in the outstanding principal amount in the table below.
The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $100 million. As of December 31, 2025, we had $32.0 million in outstanding letters of credit issued through the Revolving Credit Facility. As of December 31, 2024, we had $5.9 million in outstanding letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.
The Revolving Credit Facility includes customary events of default (with customary care and notice provisions).
As of December 31, 2025 and December 31, 2024, we were in compliance with the terms of the Revolving Credit Facility.
For further details, see Note 7 "Debt - Revolving Credit Facility" to our consolidated financial statements included in this Annual Report.
2029 Notes
In March 2024, we issued $600 million aggregate principal amount of unsecured notes that mature on March 11, 2029 (the "2029 Notes"). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.50% per year, payable semi-annually commencing on September 11, 2024, and may be redeemed in whole or in part at our option at any time at par plus a "make whole" premium. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts, offering costs and original issue discount, were $586.0 million. We used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
In June 2024, we issued an additional $150 million aggregate principal amount of unsecured notes that mature on March 11, 2029. The additional 2029 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 the 2029 Notes. Total proceeds from the issuance of the additional 2029 Notes, net of underwriting discounts, offering costs and original issue premium were $147.8 million. We used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
We entered into two interest rate swaps to align the interest rates of its liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the two interest rates swaps are $600.0 million and $150.0 million, respectively, each of which matures on March 11, 2029, matching the maturity date of the 2029 Notes. As a result of the swap, our effective interest rate of the 2029 Notes is SOFR plus 2.45% (on a weighted average basis). The interest expense related to the 2029 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statement of Operations. As of December 31, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $15.1 million and $(1.1) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.
January 2030 Notes
In September 2024, we issued $600 million aggregate principal amount of unsecured notes that mature on January 15, 2030 (the “January 2030 Notes”). The principal amount of the January 2030 Notes is payable at maturity. The January 2030 Notes bear interest at a rate of 5.75% per year, payable semi-annually commencing on January 15, 2025, and may be redeemed in whole or in part at our option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the January 2030 Notes, net of underwriting discounts, offering costs and original issue discount, were $591.7 million. We used the net proceeds of the January 2030 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
In connection with the issuance of the January 2030 Notes, we entered into an interest rate swap to align the interest rate of its liability with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $600.0 million which matures on January 15, 2030, matching the maturity date of the January 2030 Notes. As a result of the swap, our effective interest rate on the January 2030 Notes is SOFR plus 2.55%. The interest expense related to the January 2030 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of December 31, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $(5.2) million and $(24.1) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the January 2030 Notes.
July 2030 Notes
In January 2025, we issued $750 million aggregate principal amount of unsecured notes that mature on July 15, 2030 (the "July 2030 Notes"). The principal amount of the July 2030 Notes is payable at maturity. The July 2030 Notes bear interest at a rate of $6.125% per year, payable semi-annually commencing on July 15, 2025, and may be redeemed in whole or in part at our option at anytime at par plus a "make whole" premium. Total proceeds from the issuance of the July 2030 Notes, net of underwriting discounts, offering costs and original issue discount, were $737.6 million. We used the net proceeds of the July 2030 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
In connection with the issuance of the July 2030 Notes, we entered into an interest rate swap to align the interest rate of its liability with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $750.0 million which matures on July 15, 2030, matching the maturity date of the July 2030 Notes. As a result of the swap, our effective interest rate on the July 2030 Notes is SOFR plus 2.01%. The interest expense related to the July 2030 Notes is offset by proceeds received from the interest rate swaps designed as a hedge. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of December 31, 2025, the effective hedge interest rate swaps had a fair value of $21.0 million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the July 2030 Notes.
Debt obligations consisted of the following as of December 31, 2025 and December 31, 2024:
December 31, 2025
Aggregate Principal
Outstanding
Amount
Carrying
($ in millions) (1)
Amount Committed
Principal
Available (2)
Value (3)(4)
Subscription Facility
Revolving Credit Facility
2029 Notes
January 2030 Notes
July 2030 Notes
Total Debt
Table may not sum due to rounding.
The amount available may be subject to limitations related to the borrowing base under the Subscription Facility, Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.
The carrying values of the Subscription Facility, Revolving Credit Facility, 2029 Notes, January 2030 Notes and July 2030 Notes are presented net of deferred financing costs and original issue discounts totaling $1.0 million, $15.5 million, $11.0 million, $6.6 million and $12.4 million, respectively.
The carrying value of the 2029 Notes, January 2030 Notes and July 2030 Notes are presented inclusive of an incremental $15.1 million, $(5.2) million and $21.0 million, respectively, which represents an adjustment in the carrying value of the 2029 Notes, January 2030 Notes and July 2030 Notes, each resulting from a hedge accounting relationship.
December 31, 2024
Aggregate Principal
Outstanding
Amount
Carrying
($ in millions)
Amount Committed
Principal
Available (1)
Value (2)(3)
Subscription Facility
Revolving Credit Facility
2029 Notes
January 2030 Notes
Total Debt
The amount available may be subject to limitations related to the borrowing base under the Subscription Facility, the Revolving Credit Facility and asset coverage requirements.
The carrying values of the Subscription Facility, Revolving Credit Facility, 2029 Notes and January 2030 Notes are presented net of deferred financing costs and original issue discounts totaling $3.0 million, $9.1 million, $14.2 million and $8.6 million, respectively.
The carrying value of the 2029 Notes and January 2030 Notes are presented inclusive of an incremental $(1.1) million and $(24.1) million, respectively, which represents an adjustment in the carrying value of the 2029 Notes and January 2030 Notes, each resulting from a hedge accounting relationship.
The Revolving Credit Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants.
As of December 31, 2025 and December 31, 2024, we were in compliance with the terms of our debt arrangements. We intend to continue to utilize our Subscription and Credit Facilities to fund investments and for other general corporate purposes.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. We incorporate these commitments into our assessment of our liquidity position. Our senior secured revolving loan commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the applicable loan. Our senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement. As of December 31, 2025 and December 31, 2024, we had the following commitments to fund investments in current portfolio companies:
($ in millions)
December 31, 2025
December 31, 2024
Alaska Bidco Oy - Delayed Draw & Revolver
Aledade, Inc. - Revolver
Apellis Pharmaceuticals, Inc. - Delayed Draw
Aptean, Inc. - Delayed Draw & Revolver
Arcwood Environmental Inc. - Delayed Draw & Revolver
Arrow Buyer, Inc. - Delayed Draw
Arrowhead Pharmaceuticals, Inc. - Delayed Draw
Artisan Bidco, Inc. - Revolver
Avalara, Inc. - Revolver
AVSC Holding Corp. - Revolver
Azurite Intermediate Holdings, Inc. - Revolver & Equity
Babylon Finco Limited - Delayed Draw
Banyan Software Holdings, LLC - Delayed Draw
BCTO Bluebill Buyer, Inc. - Delayed Draw
Ben Nevis Midco Limited - Delayed Draw
BTRS Holdings, Inc. - Delayed Draw & Revolver
Cirrus (Bidco) Ltd - Delayed Draw
Cordance Operations LLC - Delayed Draw
Coupa Holdings, LLC - Delayed Draw & Revolver
Crewline Buyer, Inc. - Revolver & Equity
Disco Parent, Inc. - Revolver
EDB Parent, LLC - Delayed Draw
Elysium BidCo Limited - Revolver
Erling Lux Bidco SARL - Delayed Draw & Revolver
Eventus Buyer, LLC - Delayed Draw & Revolver
Flight Intermediate HoldCo, Inc. - Delayed Draw
Fullsteam Operations, LLC - Delayed Draw & Revolver
Galileo Parent, Inc. - Revolver
Greenshoot Bidco B.V. - Revolver
Hippo XPA Bidco AB - Delayed Draw & Revolver
HireVue, Inc. - Revolver
HMP Omnimedia, LLC - Delayed Draw & Revolver
Ingenovis Health Finance, LLC - Revolver
Kangaroo Bidco AS - Delayed Draw
Kaseware Intermediate Holding Company - Delayed Draw & Revolver
Kryptona BidCo US, LLC - Revolver
LIHA Holdco B.V. - Delayed Draw & Revolver
Lynx BidCo - Delayed Draw & Revolver
Merit Software Finance Holdings, LLC - Delayed Draw & Revolver
Omnigo Software, LLC - Delayed Draw & Revolver
PDI TA Holdings, Inc. - Delayed Draw & Revolver
QSR Acquisition Co. - Delayed Draw
Rail Acquisitions LLC - Delayed Draw & Revolver
RainFocus, LLC - Delayed Draw
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver
Raptor US Buyer II Corp. - Revolver
Sapphire Software Buyer, Inc. - Revolver
Scorpio Bidco - Delayed Draw
Sediver S.p.A. - Delayed Draw
Severin Acquisition, LLC - Delayed Draw & Revolver
Shiftmove GmbH - Delayed Draw
SkyLark UK DebtCo Limited - Delayed Draw
SL Buyer Corp. - Delayed Draw
SMA Technologies Holdings, LLC - Revolver
Sport Alliance GmbH - Revolver
Tango Management Consulting, LLC - Delayed Draw & Revolver
Truck-Lite Co., LLC - Delayed Draw & Revolver
USA Debusk, LLC - Delayed Draw & Revolver
Varinem German Bidco GmbH - Delayed Draw
Velocity Clinical Research, Inc. - Delayed Draw & Revolver
Wrangler Topco, LLC - Delayed Draw & Revolver
Total Portfolio Company Commitments (1)(2)
Represents the full amount of our commitments to fund investments on such date. Commitments may be subject to limitations on borrowings set forth in the agreements between us and the applicable portfolio company. As a result, portfolio companies may not be eligible to borrow the full commitment amount on such date.
Our estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
Other Commitments and Contingencies
As of December 31, 2025 and December 31, 2024, we did not have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of our business. As of December 31, 2025 and December 31, 2024, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
We have certain contracts under which we have material future commitments. Under the Investment Advisory Agreement, our Adviser provides us with investment advisory and management services. For these services, we pay the Management Fee and the Incentive Fee.
Under the Administration Agreement, our Adviser furnishes us with office facilities and equipment, provides us clerical, bookkeeping and record keeping services at such facilities and provides us with other administrative services necessary to conduct our day-to-day operations. We reimburse our Adviser or its affiliates for the allocable portion (subject to the review and approval of our Board) of expenses incurred by it in performing its obligations under the Administration Agreement, and the fees and expenses associated with performing compliance functions. Such reimbursable amounts include the allocable portion of the compensation of our Chief Compliance Officer, Chief Financial Officer and other professionals who provide operational and administrative services to us pursuant to the Administration Agreement. We reimburse the Adviser (or its affiliates) for the allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals based on a percentage of time those individuals devote, on an estimated basis, to our business and affairs. We may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Our Adviser also offers on our behalf significant managerial assistance to those portfolio companies to which we are required to offer to provide such assistance.
Contractual Obligations
A summary of our contractual payment obligations as of December 31, 2025 is as follows:
Payments Due by Period
Less than
($ in millions) (1)
Total
1 year
1-3 years
3-5 years
After 5 years
Subscription Facility
Revolving Credit Facility
2029 Notes
January 2030 Notes
July 2030 Notes
Total Contractual Obligations
Table may not sum due to rounding.
Distributions
We have elected and qualified to be treated for U.S. federal income tax purposes as a RIC under subchapter M of the Code. To maintain RIC status, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes equal to at least 90 percent of the sum of our:
investment company taxable income (which is generally our ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and
net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.
As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gains that we distribute to our shareholders.
We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We may choose to retain our net capital gains or any investment company taxable income, and pay the U.S. federal excise tax described below.
Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. To avoid this tax, we must distribute (or be treated as distributing) during each calendar year an amount at least equal to the sum of:
98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;
98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and
100% of any income or gains recognized, but not distributed, in preceding years.
While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of this tax. In that event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.
We intend to pay quarterly dividends to our shareholders out of assets legally available for distribution. All dividends will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.
To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read any written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our Common Shares rather than receiving cash dividends. Shareholders who receive distributions in the form of Common Shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
Related-Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the following:
the Investment Advisory Agreement; and
the Administration Agreement
Critical Accounting Estimates
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in connection with our risk factors disclosed in "ITEM 1A. RISK FACTORS."
Investments at Fair Value
Loan originations are recorded on the date of the binding commitment, which is generally the funding date. Investment transactions purchased through the secondary markets are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, we utilize a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firms engaged at the direction of the Board.
As part of the valuation process, the Board takes into account relevant factors in determining the fair value of our investments, including and in combination of:
the estimated enterprise value of a portfolio company (that is, the total value of the portfolio company’s net debt and equity);
the nature and realizable value of any collateral;
the portfolio company’s ability to make payments based on its earnings and cash flow;
the markets in which the portfolio company does business;
a comparison of the portfolio company’s securities to any similar publicly traded securities; and
overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future.
When an external event, such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates our valuation.
The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:
The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.
The Adviser’s management reviews the preliminary valuations with the investment professionals. Agreed-upon valuation recommendations are presented to the Audit Committee.
The Audit Committee reviews the valuations presented and recommends values for each investment to the Board.
The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Adviser, Audit Committee and, where applicable, other third parties, including independent third party valuation firms engaged at the direction of the Board.
We conduct this valuation process on a quarterly basis.
The Board has engaged independent third-party valuation firms to perform certain limited procedures that the Board has identified and requested them to perform in connection with the valuation process of investments for which no market quotations are readily available. At December 31, 2025, the independent third-party valuation firms performed their procedures over substantially all of our investments. Upon completion of such limited procedures, the third-party valuation firms determined that the fair value, as determined by the Board, of those investments subjected to their limited procedures, appeared reasonable.
We apply Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC Topic 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC Topic 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC Topic 820, we consider our principal market to be the market that has the greatest volume and level of activity. ASC Topic 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC Topic 820, these levels are summarized below:
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC Topic 820. Consistent with the valuation policy, we evaluate the source of inputs, including any markets in which our investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), we subject those prices to various additional criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, we review pricing and methodologies provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained, as well as an assessment as to their quality, such as the depth of the relevant market relative to the size of our position.
Our accounting policy on the fair value of our investments is critical because the determination of fair value involves subjective judgments and estimates. Accordingly, the notes to our consolidated financial statements express the uncertainty with respect to the possible effect of these valuations, and any change in these valuations, on the consolidated financial statements.
See Note 4 to our consolidated financial statements included in this Form 10-K for more information on the fair value of our investments.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the amortization of discounts and premiums. Discounts and premiums to par value on securities purchased or originated are amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts and premiums, if any.
Unless providing services in connection with an investment, such as syndication, structuring or diligence, all or a portion of any loan fees received by us will be deferred and amortized over the investment’s life using the effective interest method.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status
when past due principal and interest has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.
Our accounting policy on interest and dividend income recognition is critical because it involves the primary source of our revenue and accordingly is significant to the financial results as disclosed in our consolidated financial statements.
U.S. Federal Income Taxes
We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code. So long as we maintain our status as a RIC, we will generally not pay corporate-level U.S. federal income or excise taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as dividends. As a result, any tax liability related to income earned and distributed by us represents obligations of our shareholders and will not be reflected in our consolidated financial statements.
We evaluate tax positions taken or expected to be taken in the course of preparing our financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reversed and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. As of December 31, 2025, we did not have any uncertain tax positions that met the recognition or measurement criteria, nor did we have any unrecognized tax benefits. Our 2024, 2023 and 2022 tax year returns remain subject to examination by the relevant federal, state, and local tax authorities.
Our accounting policy on income taxes is critical because if we are unable to maintain our status as a RIC, we would be required to record a provision for corporate-level U.S. federal income taxes which may be significant to our financial results.
I TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to financial market risks, including valuation risk, interest rate risk and currency risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We also fund portions of our investments with borrowings. Our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate-sensitive assets to our interest rate-sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.
As of December 31, 2025, 96.9% of our debt investments based on fair value in our portfolio bore interest at floating rates, with 100% of these subject to interest rate floors. Our Credit Facilities also bear interest at floating rates, and in connection with our 2029 Notes, January 2030 Notes and July 2030 Notes, which bear interest at fixed rates, we entered into fixed-to-floating interest rate swaps in order to align the interest rates of our liabilities with our investment portfolio.
Assuming that our consolidated balance sheet as of December 31, 2025 were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates (considering interest rate floors for floating rate instruments):
($ in millions)
Basis Point Change
Interest Income
Interest Expense
Net Interest Income
Up 300 basis points
Up 200 basis points
Up 100 basis points
Down 25 basis points
Down 50 basis points
Down 75 basis points
Down 100 basis points
Although we believe that this analysis is indicative of our existing sensitivity to interest rate changes, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments that could affect our net income. Accordingly, we cannot assure you that actual results would not differ materially from the analysis above.
We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of changes in interest rates with respect to our portfolio investments.
Currency Risk
From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our Credit Facilities. Instead of entering into a foreign exchange forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our Credit Facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.
I TEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SIXTH STREET LENDING PARTNERS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet as of December 31, 2025 and December 31, 2024
Consolidated Statement of Operations for the Years Ended December 31, 2025, December 31, 2024 and December 31, 2023
Consolidated Schedule of Investments as of December 31, 2025 and December 31, 2024
Consolidated Statement of Changes in Net Assets for the Years Ended December 31, 2025, December 31, 2024 and December 31, 2023
Consolidated Statement of Cash Flows for the Year Ended December 31, 2025, December 31, 2024 and December 31, 2023
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees
Sixth Street Lending Partners:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Sixth Street Lending Partners and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Such procedures also included confirmation of securities owned as of December 31, 2025 and 2024, by correspondence with custodians, agents, the underlying investees or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2022.
New York, New York
February 13, 2026
Sixth Street Lending Partners
C onsolidated Balance Sheet
(Amounts in thousands, except share and per share amounts)
December 31,
December 31,
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $ 7,892,866 and $ 7,079,994 , respectively)
Cash and cash equivalents (restricted cash of $ 47,671 and $ 43,371 , respectively)
Interest receivable
Prepaid expenses and other assets
Total Assets
Liabilities
Debt (net of deferred financing costs of $ 37,041 and $ 28,306 , respectively)
Management fees payable to affiliate
Incentive fees on net investment income payable to affiliate
Incentive fees on net capital gains accrued to affiliate
Other payables to affiliate
Dividends payable
Other liabilities
Total Liabilities
Commitments and contingencies (Note 8)
Net Assets
Common shares, $ 0.001 par value; unlimited shares authorized ( 146,285,685 and 140,208,028 , shares issued and outstanding, respectively)
Additional paid-in capital
Distributable earnings
Total Net Assets
Total Liabilities and Net Assets
Net Asset Value Per Share
The accompanying notes are an integral part of these consolidated financial statements.
Sixth Street Lending Partners
C onsolidated Statement of Operations
(Amounts in thousands, except share and per share amounts)
Year Ended
Year Ended
Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Income
Investment income from non-controlled, non-affiliated investments :
Interest from investments
Paid-in-kind interest income
Dividend income
Other income
Total Investment Income
Expenses
Interest
Management fees
Incentive fees on net investment income
Incentive fees on net capital gains (losses)
Organizational expense
Offering expense
Professional fees
Trustees’ fees
Other general and administrative
Total expenses
Management fees waived (Note 3)
Net Expenses
Net Investment Income Before Income Taxes
Income taxes, including excise taxes
Net Investment Income
Unrealized and Realized Gains (Losses)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments
Translation of other assets and liabilities in foreign currencies
Total net change in unrealized gains (losses)
Realized gains (losses):
Non-controlled, non-affiliated investments
Foreign currency transactions
Income tax provision
Total net realized gains (losses)
Total Net Unrealized and Realized Gains (Losses)
Increase (Decrease) in Net Assets Resulting from Operations
Earnings per common share—basic and diluted
Weighted average common shares outstanding—basic and diluted
The accompanying notes are an integral part of these consolidated financial statements.
Sixth Street Lending Partners
Consolidated Schedule of Investments as of December 31, 2025
(Amounts in thousands, except share amounts)
Company (1)(9)
Investment
Initial
Acquisition
Date
Reference
Rate and
Spread
Interest Rate
Amortized
Cost (2) (7)
Fair Value (6)
Percentage
of Net Assets
Debt Investments
Automotive
Truck-Lite Co., LLC (3)
First-lien loan ($ 303,927 par, due 2/2032 )
SOFR + 4.75 %
Business Services
Artisan Bidco, Inc. (3)
First-lien loan ($ 112,992 par, due 11/2029 )
SOFR + 7.00 %
First-lien loan (EUR 51,339 par, due 11/2029 )
(EUR 51,082 )
First-lien revolving loan ($ 12,664 par, due 11/2029 )
SOFR + 7.00 %
Azurite Intermediate Holdings, Inc. (3)
First-lien loan ($ 213,750 par, due 3/2031 )
SOFR + 6.00 %
BCTO Ignition Purchaser, Inc. (3)
First-lien holdco loan ($ 218,542 par, due 10/2030 )
SOFR + 7.50 %
11.37 % PIK
Crewline Buyer, Inc. (3)
First-lien loan ($ 152,696 par, due 11/2030 )
SOFR + 6.75 %
Dye & Durham Corp. (3)(4)(12)
First-lien loan ($ 945 par, due 4/2031 )
SOFR + 4.35 %
Elements Finco Limited (3)(4)
First-lien loan ($ 25,620 par, due 4/2031 )
SOFR + 5.25 %
8.97 % (incl. 2.25 % PIK)
First-lien loan ($ 20,857 par, due 4/2031 )
SOFR + 5.00 %
First-lien loan (GBP 118,804 par, due 4/2031 )
9.23 % (incl. 2.50 % PIK)
(GBP 120,289 )
Galileo Parent, Inc. (3)
First-lien loan ($ 148,035 par, due 5/2030 )
SOFR + 5.75 %
First-lien revolving loan ($ 15,481 par, due 5/2030 )
SOFR + 5.75 %
Lynx BidCo (3)(4)
First-lien loan ($ 42,872 par, due 7/2031 )
SOFR + 6.50 %
First-lien loan (EUR 63,686 par, due 7/2031 )
(EUR 63,555 )
Price Fx Inc. (3)(4)
First-lien loan (EUR 910 par, due 10/2029 )
(EUR 926 )
First-lien loan (EUR 910 par, due 10/2029 )
(EUR 919 )
USA DeBusk, LLC (3)
First-lien loan ($ 124,825 par, due 4/2031 )
SOFR + 5.25 %
First-lien revolving loan ($ 13,511 par, due 4/2030 )
SOFR + 5.25 %
Wrangler TopCo, LLC (3)
First-lien loan ($ 134,915 par, due 9/2029 )
SOFR + 5.75 %
Chemicals
Erling Lux Bidco SARL (3)(4)
First-lien loan (EUR 11,549 par, due 9/2028 )
(EUR 11,758 )
First-lien loan (GBP 19,592 par, due 9/2028 )
(GBP 19,836 )
First-lien loan (NOK 7,427 par, due 9/2028 )
(NOK 7,520 )
First-lien revolving loan (GBP 592 par, due 9/2028 )
(GBP 600 )
FGI Acquisition Corp. (3)(4)
First-lien loan ($ 89,550 par, due 6/2032 )
SOFR + 5.50 %
Communications
Aurelia Netherlands B.V. (3)(4)
First-lien loan (EUR 326,566 par, due 5/2031 )
(EUR 328,199 )
X Holdings. Inc. (12)
First-lien loan ($ 37,351 par, due 10/2029 ) (3)
SOFR + 6.75 %
First-lien loan ($ 29,710 par, due 10/2029 )
Education
Kangaroo Bidco AS (3)(4)
First-lien loan ($ 157,500 par, due 11/2030 )
SOFR + 6.25 %
Severin Acquisition, LLC (3)
First-lien loan ($ 188,983 par, due 10/2031 )
SOFR + 4.75 %
8.47 % (incl. 2.25 % PIK)
Electronics
Sapphire Software Buyer, Inc. (3)
First-lien loan ($ 224,695 par, due 9/2031 )
SOFR + 5.00 %
Financial Services
Alaska Bidco Oy (3)(4)
First-lien loan (EUR 727 par, due 5/2030 )
(EUR 732 )
Arlberg Bidco, LLC (3)(4)(5)
First-lien loan ($ 5,000 par, due 2/2031 )
SOFR + 5.75 %
GreenShoot BidCo B.V. (3)(4)
First-lien loan (EUR 5,107 par, due 5/2030 )
(EUR 5,038 )
Volante Technologies, Inc.
First-lien loan ($ 3,619 par, due 9/2028 )
16.50 % PIK
Healthcare
Aledade, Inc. (3)
First-lien revolving loan ($ 27,935 par, due 11/2028 )
SOFR + 5.75 %
Eventus Buyer, LLC (3)
First-lien loan ($ 48,106 par, due 11/2030 )
SOFR + 5.50 %
First-lien revolving loan ($ 3,493 par, due 11/2030 )
SOFR + 5.50 %
HMP Omnimedia, LLC (3)
First-lien loan ($ 124,914 par, due 7/2032 )
SOFR + 5.25 %
First-lien revolving loan ($ 2,591 par, due 7/2030 )
Ingenovis Health Finance, LLC (3)
First-lien revolving loan ($ 10,000 par, due 5/2030 )
SOFR + 6.00 %
LIHA Holdco B.V (3)(4)(5)
First-lien loan (EUR 5,903 par, due 2/2029 )
(EUR 5,951 )
First-lien revolving loan (EUR 318 par, due 2/2029 )
(EUR 321 )
Raptor US Buyer II Corp. (3)(5)
First-lien loan ($ 113,676 par, due 3/2029 )
SOFR + 6.25 %
First-lien revolving loan ($ 518 par, due 3/2029 )
SOFR + 6.25 %
Symplr Software Inc. (3)(12)
First-lien loan ($ 1,269 par, due 12/2027 )
SOFR + 4.60 %
Velocity Clinical Research, Inc. (3)
First-lien loan ($ 266,113 par, due 9/2031 )
SOFR + 7.50 %
First-lien revolving loan ($ 2,236 par, due 9/2031 )
SOFR + 7.50 %
Hotel, Gaming, and Leisure
AVSC Holding Corp. (3)
First-lien loan ($ 246,557 par, due 12/2031 )
SOFR + 5.00 %
Equinox Holdings, Inc.
First-lien loan ($ 206,789 par, due 3/2029 ) (3)
SOFR + 8.25 %
11.92 % (incl. 4.13 % PIK)
Second-lien loan ($ 10,983 par, due 6/2027 )
16.00 % PIK
Sport Alliance GmbH (3)(4)
First-lien loan (EUR 37,133 par, due 4/2030 )
9.77 % (incl. 4.13 % PIK)
(EUR 37,041 )
First-lien revolving loan (EUR 208 par, due 4/2030 )
(EUR 218 )
Human Resource Support Services
bswift, LLC (3)(5)
First-lien loan ($ 211,448 par, due 11/2028 )
SOFR + 4.75 %
HireVue, Inc. (3)
First-lien loan ($ 108,669 par, due 5/2029 )
SOFR + 6.75 %
First-lien revolving loan ($ 14,113 par, due 5/2029 )
SOFR + 6.75 %
MadCap Software, Inc. (3)(5)
First-lien loan ($ 2,450 par, due 12/2026 )
SOFR + 6.10 %
PayScale Holdings, Inc. (3)(5)
First-lien loan ($ 72,084 par, due 10/2029 )
SOFR + 5.25 %
Internet Services
Arrow Buyer, Inc. (3)
First-lien loan ($ 134,846 par, due 7/2030 )
SOFR + 5.00 %
Big Wombat Holdings, Inc. (3)(5)
First-lien loan ($ 25,962 par, due 4/2031 )
SOFR + 7.00 %
Coupa Holdings, LLC (3)
First-lien loan ($ 127,629 par, due 2/2030 )
SOFR + 5.25 %
EDB Parent, LLC (3)(5)
First-lien loan ($ 17,830 par, due 7/2028 )
SOFR + 7.00 %
Flight Intermediate HoldCo, Inc.
First-lien loan ($ 46,500 par, due 4/2030 )
Hippo XPA Bidco AB (3)(4)
First-lien loan (SEK 214,115 par, due 2/2031 )
STIBOR + 6.75 %
8.60 % (incl. 3.63 % PIK)
(SEK 214,115 )
First-lien loan (EUR 2,571 par, due 2/2031 )
8.77 % (incl. 3.63 % PIK)
(EUR 2,571 )
First-lien revolving loan (SEK 3,906 par, due 2/2031 )
STIBOR + 6.25 %
(SEK 3,906 )
Kaseware Intermediate Holding Company (3)(5)
First-lien loan ($ 30,276 par, due 10/2031 )
SOFR + 5.50 %
Kryptona BidCo US, LLC (3)
First-lien loan ($ 139,587 par, due 12/2031 )
SOFR + 6.00 %
9.70 % (incl. 3.25 % PIK)
First-lien loan (EUR 32,304 par, due 12/2031 )
8.06 % (incl. 3.25 % PIK)
(EUR 32,546 )
Rainfocus, LLC (3)(5)
First-lien loan ($ 10,709 par, due 4/2031 )
SOFR + 6.38 %
SMA Technologies Holdings, LLC (3)(5)
First-lien loan ($ 31,921 par, due 10/2028 )
SOFR + 6.50 %
Manufacturing
Arcwood Environmental, Inc. (3)
First-lien loan ($ 130,358 par, due 1/2031 )
SOFR + 5.25 %
First-lien loan ($ 43,450 par, due 1/2031 )
SOFR + 5.00 %
ASP Unifrax Holdings, Inc. (12)
First-lien loan ($ 3,619 par, due 9/2029 ) (3)
SOFR + 7.75 %
11.75 % (incl. 4.75 % PIK)
Second-lien note ($ 2,024 par, due 9/2029 ) (13)
7.10 % (incl. 1.25 % PIK)
Varinem German BidCo GmbH (3)(4)
First-lien loan (EUR 12,696 par, due 7/2031 )
(EUR 12,855 )
First-lien loan (EUR 4,392 par, due 7/2031 )
(EUR 4,392 )
Oil, Gas and Consumable Fuels
Laramie Energy, LLC (3)
First-lien loan ($ 97,561 par, due 2/2027 )
SOFR + 7.10 %
Other
Boréal Bidco (3)(4)
First-lien note (EUR 130,813 par, due 3/2032 )
9.27 % (incl. 5.75 % PIK)
(EUR 129,832 )
Cast & Crew, LLC (3)
First-lien loan (CAD 142,016 par, due 1/2029 )
(CAD 83,434 )
Omnigo Software, LLC (3)
First-lien loan ($ 70,875 par, due 12/2030 )
SOFR + 5.00 %
Scorpio Bidco (3)(4)
First-lien loan (EUR 75,326 par, due 4/2031 )
(EUR 75,776 )
Sediver S.p.A. (3)(4)
First-lien note (EUR 57,989 par, due 10/2031 )
(EUR 57,900 )
First-lien note ($ 160,437 par, due 10/2031 )
SOFR + 5.00 %
Pharmaceuticals
Apellis Pharmaceuticals, Inc. (3)(4)
First-lien loan ($ 157,895 par, due 5/2030 )
SOFR + 5.75 %
Arrowhead Pharmaceuticals, Inc. (4)
First-lien loan ($ 113,694 par, due 8/2031 )
Elysium BidCo Limited (3)(4)
First-lien loan (EUR 139,148 par, due 12/2030 )
(EUR 137,756 )
First-lien loan (GBP 77,006 par, due 12/2030 )
(GBP 76,429 )
Real Estate
Cirrus (BidCo) Limited (3)(4)(5)
First-lien loan (GBP 698 par, due 8/2030 )
(GBP 698 )
Retail and Consumer Products
Acosta (3)(12)
First-lien loan ($ 194,460 par, due 8/2031 )
SOFR + 5.60 %
Bed Bath and Beyond Inc. (3)(11)
ABL FILO term loan ($ 10,746 par, due 8/2027 )
SOFR + 9.90 %
Roll Up DIP term loan ($ 45,919 par)
SOFR + 7.90 %
11.62 % PIK
Super-Priority DIP term loan ($ 6,500 par)
SOFR + 7.90 %
Belk, Inc. (3)
First-lien loan ($ 182,813 par, due 7/2029 )
SOFR + 7.00 %
Blazing Star Parent, LLC (3)
First-lien loan ($ 198,750 par, due 8/2030 )
SOFR + 7.00 %
Cordance Operations, LLC (3)
First-lien loan ($ 4,326 par, due 7/2028 )
SOFR + 8.65 %
PDI TA Holdings, Inc. (3)
First-lien loan ($ 163,683 par, due 2/2031 )
SOFR + 5.50 %
First-lien revolving loan ($ 9,705 par, due 2/2031 )
SOFR + 5.50 %
Rapid Data GmbH Unternehmensberatung (3)(4)
First-lien loan (EUR 7,546 par, due 7/2029 )
(EUR 7,546 )
First-lien revolving loan (EUR 328 par, due 6/2029 )
(EUR 328 )
Tango Management Consulting, LLC (3)(5)
First-lien loan ($ 12,825 par, due 6/2031 )
SOFR + 6.50 %
Transportation
Ben Nevis Midco Limited (3)(4)
First-lien loan ($ 100,000 par, due 3/2028 )
SOFR + 5.50 %
Rail Acquisitions LLC
First-lien loan ($ 31,521 par, due 1/2030 ) (3)
SOFR + 6.00 %
Second-lien note ($ 26,779 par, due 1/2031 )
13.75 % PIK
Ranger Intermediate II, LLC (3)
First-lien loan ($ 300,564 par, due 10/2031 )
SOFR + 5.50 %
Shiftmove GmbH (3)(4)(5)
First-lien loan (EUR 16,150 par, due 9/2030 )
(EUR 16,200 )
Total Debt Investments
Equity and Other Investments
Business Services
Artisan Topco LP (8)
Class A Preferred Units ( 7,882,736 units)
Insight Hideaway Aggregator, L.P. (8)
Partnership Interest ( 2,170,139 units)
Newark FP Co-Invest, L.P. (8)
Partnership ( 8,555,356 units)
Warrior TopCo LP (8)
Class A Units ( 9,576,271 units)
Financial Services
AF Eagle Parent, L.P. (8)
Partnership Units ( 337,024 units)
Healthcare
Raptor US Buyer II Corp. (8)
Ordinary Shares ( 83,408 shares)
Human Resource Support Services
bswift, LLC
Class A-1 Units ( 7,606,491 units)
Internet Services
Bigtincan Holdings L.P. (8)(10)
Class A Units ( 1,597,110 units)
SMA Technologies Holdings, LLC (8)
Class A Units ( 244 units)
Class B Units ( 173,048 units)
Pharmaceuticals
Elysium BidCo Limited (4)(8)
Convertible Preference Shares ( 38,503,125 units)
(GBP 43,605 )
Transportation
Railtrac Holdings Inc. (8)(10)
Warrants ( 3,824 warrants)
Ranger Parent I, Inc. (10)
Series A-1 Preferred Shares ( 24,436 shares)
14.50 % PIK
Warrants ( 16,643 warrants) (8)
Total Equity and Other
Investments
Total Investments
Derivative Instruments
Interest rate swaps
Interest Rate Swaps as of December 31, 2025
Company
Receives
Company
Pays
Maturity Date
Notional
Amount
Fair
Market
Value
Upfront
(Payments) /
Receipts
Change in
Unrealized
Gains / (Losses)
Interest rate swap (a)(b)
SOFR + 2.51 %
Interest rate swap (a)(b)
SOFR + 2.22 %
Interest rate swap (a)(b)
SOFR + 2.55 %
Interest rate swap (a)(b)
SOFR + 2.01 %
Total Hedge Accounting Swaps
Cash collateral
Total derivatives
Contains a variable rate structure. Bears interest at a rate determined by SOFR.
Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense.
Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Company would “control” a portfolio company if the Company owned
more than 25 % of its outstanding voting securities and/or had the power to exercise control over the management or policies of
such portfolio company. As of December 31, 2025 , the Company does not “control” any of the portfolio companies. Also under the 1940 Act, the Company would be deemed to be an “Affiliated Person” of a portfolio company if the Company owns more than 5 % of the portfolio company’s outstanding voting securities. As of December 31, 2025 , the Company does not identify any of its portfolio companies as affiliates.
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
Investment contains a variable rate structure, subject to an interest rate floor. Variable rate investments bear interest at a rate that
may be determined by reference to either Canadian Overnight Repo Rate Average (“CORRA” or "C"), Euro Interbank Offer Rate (“EURIBOR” or “E”), Term Secured Overnight Financing Rate (“SOFR”), which may also contain a credit spread adjustment depending on the tenor election, Sterling Overnight Index Average Rate (“SONIA” or “S”), Stockholm Interbank Offered Rate ("STIBOR"), Norwegian Interbank Offered Rate ("NIBOR" or "N") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”), all of which include an available tenor, selected at the borrower’s option, which reset periodically based on the terms of the credit agreement. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate in effect at December 31, 2025 .
This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70 % of total assets. Non-qualifying assets represented 26.7 % of total assets as of December 31, 2025 .
In addition to the interest earned based on the stated interest rate of this investment, which is the amount reflected in this schedule, the Company may be entitled to receive additional interest as a result of an arrangement with other members in the syndicate to the extent an investment has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any amounts due thereunder and the Company holds the “last out” tranche.
In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value
Measurements (“ASC Topic 820”), unless otherwise indicated, the fair values of all investments were determined using
significant unobservable inputs and are considered Level 3 investments. See Note 6 for further information related to
investments at fair value.
As of December 31, 2025, the estimated cost basis of investments for U.S. federal tax purposes was $ 7,918,126 resulting in estimated gross unrealized gains and losses of $ 290,520 and $ 207,578 , respectfully.
This investment is non-income producing.
Certain portfolio company investments are subject to contractual restrictions on sales.
All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2025, the aggregate fair value of these securities is $ 29,105 , or 0.7 % of the Company’s net assets.
In addition to the principal amount outstanding and accrued interest owed on this investment, the Company is entitled to a separate Make-Whole Amount (the “Make-Whole”) of $ 28.8 million. The Make-Whole is a contractual obligation of the borrower and accrues interest on the balance outstanding. The Make-Whole is included on the Company’s Consolidated Balance Sheet within other assets, net of any valuation allowance. Given uncertainty relating to collectability of the Make-Whole, the Company has applied a full valuation allowance against the amount of the Make-Whole balance outstanding.
This investment is valued using observable inputs and is considered a Level 2 investment. See Note 6 for further information
related to investments at fair value.
Investment is on non-accrual status as of December 31, 2025 .
Sixth Street Lending Partners
Consolidated Schedule of Investments as of December 31, 2024
(Amounts in thousands, except share amounts)
Company (1)(9)
Investment
Initial
Acquisition
Date
Reference
Rate and
Spread
Interest Rate
Amortized
Cost (2) (7)
Fair Value (6)
Percentage
of Net Assets
Debt Investments
Automotive
Truck-Lite Co., LLC (3)
First-lien loan ($ 280,937 par, due 2/2031 )
SOFR + 5.75 %
Business Services
Artisan Bidco, Inc. (3)
First-lien loan ($ 114,848 par, due 11/2029 )
SOFR + 7.00 %
First-lien loan (EUR 51,863 par, due 11/2029 )
(EUR 51,863 )
Azurite Intermediate Holdings, Inc. (3)
First-lien loan ($ 213,750 par, due 3/2031 )
SOFR + 6.50 %
BCTO Ignition Purchaser, Inc. (3)
First-lien holdco loan ($ 120,769 par, due 10/2030 )
SOFR + 8.50 %
13.13 % PIK
Crewline Buyer, Inc. (3)
First-lien loan ($ 154,281 par, due 11/2030 )
SOFR + 6.75 %
Dye & Durham Corp. (3)(4)(12)
First-lien loan ($ 955 par, due 4/2031 )
SOFR + 4.10 %
Elements Finco Limited (3)(4)
First-lien loan ($ 45,917 par, due 4/2031 )
SOFR + 4.97 %
9.33 % (incl. 1.97 % PIK)
First-lien loan (GBP 115,946 par, due 4/2031 )
9.95 % (incl. 2.25 % PIK)
(GBP 115,946 )
Galileo Parent, Inc. (3)
First-lien loan ($ 149,549 par, due 5/2030 )
SOFR + 5.75 %
First-lien revolving loan ($ 10,769 par, due 5/2030 )
SOFR + 5.75 %
Lynx BidCo (3)(4)
First-lien loan ($ 39,996 par, due 7/2031 )
SOFR + 7.11 %
11.75 % (incl. 5.61 % PIK)
First-lien loan (EUR 16,816 par, due 7/2031 )
10.38 % (incl. 5.61 % PIK)
(EUR 16,606 )
Price Fx Inc. (3)(4)
First-lien loan (EUR 910 par, due 10/2029 )
(EUR 915 )
First-lien loan (EUR 910 par, due 10/2029 )
(EUR 887 )
USA DeBusk, LLC (3)
First-lien loan ($ 103,491 par, due 4/2031 )
SOFR + 5.25 %
First-lien revolving loan ($ 4,122 par, due 4/2030 )
SOFR + 5.25 %
Wrangler TopCo, LLC (3)
First-lien loan ($ 123,938 par, due 9/2029 )
SOFR + 6.00 %
Chemicals
Erling Lux Bidco SARL (3)(4)
First-lien loan (EUR 7,239 par, due 9/2028 )
(EUR 7,388 )
First-lien loan (GBP 19,592 par, due 9/2028 )
(GBP 19,885 )
First-lien loan (NOK 7,427 par, due 9/2028 )
(NOK 7,538 )
Communications
Aurelia Netherlands MidCo 2 B.V. (3)(4)
First-lien loan (EUR 201,909 par, due 5/2031 )
(EUR 202,414 )
Babylon Finco Limited (3)(4)
First-lien loan ($ 89,521 par, due 1/2031 )
SOFR + 5.75 %
Banyan Software Holdings, LLC (3)(4)
First-lien loan ($ 78,771 par, due 10/2026 )
SOFR + 7.35 %
First-lien loan ($ 80,227 par, due 10/2026 )
SOFR + 6.25 %
Education
Kangaroo Bidco AS (3)(4)
First-lien loan ($ 157,500 par, due 11/2030 )
SOFR + 6.25 %
Severin Acquisition, LLC (3)
First-lien loan ($ 216,386 par, due 10/2031 )
SOFR + 5.00 %
9.36 % (incl. 2.25 % PIK)
Electronics
Sapphire Software Buyer, Inc. (3)
First-lien loan ($ 224,683 par, due 9/2031 )
SOFR + 5.50 %
9.75 % (incl. 3.0 % PIK)
Financial Services
Alaska Bidco Oy (3)(4)
First-lien loan (EUR 727 par, due 5/2030 )
(EUR 739 )
BCTO Bluebill Buyer, Inc. (3)(5)
First-lien loan ($ 7,656 par, due 7/2029 )
SOFR + 6.25 %
BTRS Holdings, Inc. (3)
First-lien loan ($ 146,948 par, due 12/2028 )
SOFR + 7.25 %
First-lien revolving loan ($ 5,422 par, due 12/2028 )
SOFR + 7.25 %
CLGF HoldCo 2, LLC (3)(4)
First-lien loan ($ 97,902 par, due 11/2027 )
SOFR + 8.50 %
Second-lien loan ($ 83,916 par, due 11/2028 )
SOFR + 12.00 %
Fullsteam Operations LLC (3)
First-lien loan ($ 97,412 par, due 11/2029 )
SOFR + 8.38 %
GreenShoot BidCo B.V. (3)(4)
First-lien loan (EUR 5,107 par, due 5/2030 )
(EUR 5,066 )
Volante Technologies, Inc.
First-lien loan ($ 3,072 par, due 9/2028 )
16.50 % PIK
Healthcare
Edge Bidco B.V (3)(4)(5)
First-lien loan (EUR 5,947 par, due 2/2029 )
(EUR 6,068 )
Eventus Buyer, LLC (3)
First-lien loan ($ 48,470 par, due 11/2030 )
SOFR + 5.50 %
First-lien revolving loan ($ 873 par, due 11/2030 )
SOFR + 5.50 %
Raptor US Buyer II Corp. (3)(5)
First-lien loan ($ 114,842 par, due 3/2029 )
SOFR + 6.25 %
SL Buyer Corp. (3)(5)
First-lien loan ($ 3,742 par, due 7/2029 )
SOFR + 7.75 %
Hotel, Gaming, and Leisure
AVSC Holding Corp. (3)
First-lien loan ($ 316,171 par, due 12/2031 )
SOFR + 5.00 %
Equinox Holdings, Inc.
First-lien loan ($ 198,362 par, due 3/2029 ) (3)
SOFR + 8.25 %
12.58 % (incl. 4.13 % PIK)
Second-lien loan ($ 9,388 par, due 6/2027 )
16.00 % PIK
QSR Acquisition Co. (3)(5)
First-lien loan ($ 10,000 par, due 10/2030 )
SOFR + 5.25 %
Sport Alliance GmbH (3)(4)
First-lien loan (EUR 4,494 par, due 4/2030 )
10.15 % (incl. 3.88 % PIK)
(EUR 4,443 )
Human Resource Support Services
bswift, LLC (3)(5)
First-lien loan ($ 139,546 par, due 11/2028 )
SOFR + 6.38 %
HireVue, Inc. (3)
First-lien loan ($ 109,778 par, due 5/2029 )
SOFR + 6.75 %
First-lien revolving loan ($ 8,972 par, due 5/2029 )
SOFR + 6.75 %
MadCap Software, Inc. (3)(5)
First-lien loan ($ 2,475 par, due 12/2026 )
SOFR + 6.10 %
Insurance
Disco Parent, Inc. (3)
First-lien loan ($ 67,583 par, due 3/2029 )
SOFR + 7.50 %
Internet Services
Arrow Buyer, Inc. (3)
First-lien loan ($ 128,565 par, due 7/2030 )
SOFR + 5.75 %
Coupa Holdings, LLC (3)
First-lien loan ($ 128,925 par, due 2/2030 )
SOFR + 5.25 %
Flight Intermediate HoldCo, Inc.
First-lien loan ($ 46,500 par, due 4/2030 )
Hippo XPA Bidco AB (3)(4)
First-lien loan (SEK 80,225 par, due 2/2031 )
STIBOR + 6.50 %
9.16 % (incl. 3.50 % PIK)
(SEK 79,977 )
First-lien loan (EUR 2,472 par, due 2/2031 )
9.87 % (incl. 3.50 % PIK)
(EUR 2,466 )
Kryptona BidCo US, LLC (3)
First-lien loan ($ 134,959 par, due 12/2031 )
SOFR + 5.75 %
First-lien loan (EUR 31,233 par, due 12/2031 )
(EUR 30,686 )
Merit Software Finance Holdings, LLC (3)
First-lien loan ($ 11,786 par, due 6/2029 )
SOFR + 7.50 %
SMA Technologies Holdings, LLC (3)(5)
First-lien loan ($ 31,009 par, due 10/2028 )
SOFR + 6.50 %
Manufacturing
Aptean, Inc. (3)
First-lien loan ($ 123,688 par, due 1/2031 )
SOFR + 5.00 %
ASP Unifrax Holdings, Inc. (12)
First-lien loan ($ 3,449 par, due 9/2029 ) (3)
SOFR + 7.75 %
12.08 % (incl. 4.75 % PIK)
Second-lien note ($ 1,999 par, due 9/2029 )
7.10 % (incl. 1.25 % PIK)
Avalara, Inc. (3)
First-lien loan ($ 136,364 par, due 10/2028 )
SOFR + 6.25 %
Heritage Environmental Services, Inc. (3)
First-lien loan ($ 131,681 par, due 1/2031 )
SOFR + 5.25 %
First-lien loan ($ 16,608 par, due 1/2031 )
SOFR + 5.00 %
Skylark UK DebtCo Limited (3)(4)
First-lien loan ($ 56,651 par, due 9/2030 )
SOFR + 5.66 %
First-lien loan (GBP 57,691 par, due 9/2030 )
(GBP 58,460 )
First-lien loan (EUR 16,819 par, due 9/2030 )
(EUR 16,987 )
Varinem German BidCo GmbH (3)(4)
First-lien loan (EUR 12,696 par, due 7/2031 )
(EUR 12,656 )
Oil, Gas and Consumable Fuels
Laramie Energy, LLC (3)
First-lien loan ($ 97,561 par, due 2/2027 )
SOFR + 7.10 %
Mach Natural Resources LP (3)(4)
First-lien loan ($ 115,625 par, due 12/2026 )
SOFR + 6.65 %
Other
Scorpio Bidco (3)(4)
First-lien loan (EUR 75,326 par, due 4/2031 )
(EUR 74,876 )
Sky Bidco S.p.A. (3)(4)
First-lien note (EUR 52,053 par, due 10/2031 )
(EUR 50,641 )
First-lien note ($ 115,131 par, due 10/2031 )
SOFR + 5.25 %
Pharmaceuticals
Apellis Pharmaceuticals, Inc. (3)(4)
First-lien loan ($ 157,895 par, due 5/2030 )
SOFR + 5.75 %
Arrowhead Pharmaceuticals, Inc. (4)
First-lien loan ($ 139,864 par, due 8/2031 )
Elysium BidCo Limited (3)(4)
First-lien loan (EUR 139,148 par, due 12/2030 )
(EUR 136,017 )
First-lien loan (GBP 77,006 par, due 12/2030 )
(GBP 74,927 )
Real Estate
Cirrus (BidCo) Limited (3)(4)(5)
First-lien loan (GBP 675 par, due 8/2030 )
10.95 % (incl. 3.00 % PIK)
(GBP 667 )
Retail and Consumer Products
Acosta (3)(12)
First-lien loan ($ 140,000 par, due 8/2031 )
SOFR + 5.60 %
Bed Bath and Beyond Inc. (3)(11)
ABL FILO term loan ($ 16,352 par, due 8/2027 )
SOFR + 9.90 %
Roll Up DIP term loan ($ 45,317 par)
SOFR + 7.90 %
12.26 % PIK
Super-Priority DIP term loan ($ 7,251 par)
SOFR + 7.90 %
Belk, Inc. (3)
First-lien loan ($ 192,563 par, due 7/2029 )
SOFR + 7.00 %
Commercehub, Inc. (3)
First-lien loan ($ 147,000 par, due 12/2027 )
SOFR + 6.25 %
PDI TA Holdings, Inc. (3)
First-lien loan ($ 146,333 par, due 2/2031 )
SOFR + 5.50 %
Rapid Data GmbH Unternehmensberatung (3)(4)
First-lien loan (EUR 7,378 par, due 7/2029 )
9.47 % (incl. 3.00 % PIK)
(EUR 7,422 )
Transportation
Ben Nevis Midco Limited (3)(4)
First-lien loan ($ 72,693 par, due 3/2028 )
SOFR + 5.25 %
Shiftmove GmbH (3)(4)(5)
First-lien loan (EUR 14,167 par, due 9/2030 )
(EUR 13,817 )
Total Debt Investments
Equity and Other Investments
Automotive
Clarience Technologies, LLC (8)(10)
Class A Units ( 2,666 units)
Business Services
Artisan Topco LP (8)
Class A Preferred Units ( 7,882,736 units)
Insight Hideaway Aggregator, L.P. (8)(10)
Partnership Interest ( 2,170,139 units)
Newark FP Co-Invest, L.P. (8)
Partnership ( 8,555,356 units)
Warrior TopCo LP
Class A Units ( 9,576,271 units)
Financial Services
AF Eagle Parent, L.P. (8)
Partnership Units ( 337,024 units)
CLGF Holdings, L.P. (4)(8)
Warrants ( 8,358,075 warrants)
Healthcare
Raptor US Buyer II Corp. (8)
Ordinary Shares ( 83,408 shares)
Human Resource Support Services
bswift, LLC (8)
Class A-1 Units ( 7,606,491 units)
Internet Services
SMA Technologies Holdings, LLC (8)(10)
Class A Units ( 244 units)
Class B Units ( 173,048 units)
Pharmaceuticals
Elysium BidCo Limited (4)(8)(10)
Convertible Preference Shares ( 38,503,125 units)
(GBP 39,175 )
Total Equity and Other
Investments
Total Investments
Interest Rate Swaps as of December 31, 2024
Company
Receives
Company
Pays
Maturity Date
Notional
Amount
Fair
Market
Value
Upfront
(Payments) /
Receipts
Change in
Unrealized
Gains / (Losses)
Interest rate swap (a)(b)
SOFR + 2.51 %
Interest rate swap (a)(b)
SOFR + 2.22 %
Interest rate swap (a)(b)
SOFR + 2.55 %
Total Hedge Accounting Swaps
Cash collateral
Total derivatives
Contains a variable rate structure. Bears interest at a rate determined by SOFR.
Instrument is used in a hedge accounting relationship. The associated change in fair value is recorded along with the change in fair value of the hedged item within interest expense.
Unless otherwise indicated, the Company’s portfolio companies are domiciled in the United States. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Company would “control” a portfolio company if the Company owned
more than 25 % of its outstanding voting securities and/or had the power to exercise control over the management or policies of
such portfolio company. As of December 31, 2024, the Company does not “control” any of the portfolio companies. Also under
the 1940 Act, the Company would be deemed to be an “Affiliated Person” of a portfolio company if the Company owns more
than 5 % of the portfolio company's outstanding voting securities. As of December 31, 2024, the Company does not identify any of its portfolio companies as affiliates.
The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
Investment contains a variable rate structure, subject to an interest rate floor. Variable rate investments bear interest at a rate that
may be determined by reference to either Euro Interbank Offer Rate (“Euribor” or “E”), Term Secured Overnight Financing
Rate (“SOFR”), which may also contain a credit spread adjustment depending on the tenor election, Sterling Overnight
Index Average Rate (“SONIA” or “S”), Stockholm Interbank Offered Rate ("STIBOR"), Norwegian Interbank Offered Rate ("NIBOR" or "N") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate or “P”), all of which include an available tenor, selected at the borrower’s option, which reset periodically based on the terms of the credit agreement. For investments with multiple interest rate contracts, the interest rate shown is the weighted average interest rate in effect at December 31, 2024.
This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70 % of total assets. Non-qualifying assets represented 27.8 % of total assets as of December 31, 2024.
In addition to the interest earned based on the stated interest rate of this investment, which is the amount reflected in this schedule, the Company may be entitled to receive additional interest as a result of an arrangement with other members in the syndicate to the extent an investment has been allocated to “first out” and “last out” tranches, whereby the “first out” tranche will have priority as to the “last out” tranche with respect to payments of principal, interest and any amounts due thereunder and the Company holds the “last out” tranche.
In accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value
Measurements (“ASC Topic 820”), unless otherwise indicated, the fair values of all investments were determined using
significant unobservable inputs and are considered Level 3 investments. See Note 4 for further information related to
investments at fair value.
As of December 31, 2024, the estimated cost basis of investments for U.S. federal tax purposes was $ 7,102,780 resulting in estimated gross unrealized gains and losses of $ 222,515 and $ 56,184 , respectfully.
This investment is non-income producing.
Certain portfolio company investments are subject to contractual restrictions on sales.
All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, as
amended (the “Securities Act”), and may be deemed to be "restricted securities" under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities is $ 77,388 , or 1.9 % of the Company's net assets.
In addition to the principal amount outstanding and accrued interest owed on this investment, the Company is entitled to a separate Make-Whole Amount (the “Make-Whole”) of $ 25.0 million. The Make-Whole is a contractual obligation of the borrower and accrues interest on the balance outstanding. The Make-Whole is included on the Company’s consolidated balance sheet within other assets, net of any valuation allowance. Given uncertainty relating to collectability of the Make-Whole, the Company has applied a full valuation allowance against the amount of the Make-Whole balance outstanding.
This investment is valued using observable inputs and is considered a Level 2 investment. See Note 4 for further information related to investments at fair value.
The accompanying notes are an integral part of these consolidated financial statements.
Sixth Street Lending Partners
C onsolidated Statement of Changes in Net Assets
(Amounts in thousands, except share amounts)
Common Shares
Shares
Par
Amount
Paid in Capital in
Excess of Par
Distributable Earnings
Total Net
Assets
Balance at December 31, 2022
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)
Net change in unrealized gains (losses) on investments and
foreign currency translation
Net realized gains (losses) on investments and foreign
currency transactions
Increase (decrease) in net assets resulting from capital share transactions:
Issuance of common shares
Dividends to shareholders:
Stock issued in connection with dividend reinvestment plan
Dividends declared from net investment income
Tax reclassification of shareholders' equity in accordance with GAAP
Balance at December 31, 2023
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)
Net change in unrealized gains (losses) on investments and
foreign currency translation
Net realized gains (losses) on investments and foreign
currency transactions
Increase (decrease) in net assets resulting from capital share transactions:
Issuance of common shares
Dividends to shareholders:
Stock issued in connection with dividend reinvestment plan
Dividends declared from net investment income
Tax reclassification of shareholders' equity in accordance with GAAP
Balance at December 31, 2024
Net increase (decrease) in net assets resulting from operations:
Net investment income (loss)
Net change in unrealized gains (losses) on investments and
foreign currency translation
Net realized gains (losses) on investments and foreign
currency transactions
Dividends to shareholders:
Stock issued in connection with dividend reinvestment plan
Dividends declared from net investment income
Tax reclassification of shareholders' equity in accordance with GAAP
Balance at December 31, 2025
The accompanying notes are an integral part of these consolidated financial statements.
Sixth Street Lending Partners
C onsolidated Statement of Cash Flows
(Amounts in thousands)
Year Ended
Year Ended
Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Cash Flows from Operating Activities
Increase (Decrease) in net assets resulting from operations
Adjustments to reconcile increase (decrease) in net assets resulting from operations
to net cash provided by (used in) operating activities:
Net change in unrealized (gains) losses on investments
Net change in unrealized (gains) losses on foreign currency transactions
Net realized (gains) losses on investments
Net realized (gains) losses on foreign currency transactions
Net amortization of discount on investments
Amortization of deferred financing costs
Amortization of discount on debt
Purchases and originations of investments, net
Proceeds from investments, net
Repayments on investments
Paid-in-kind interest
Changes in operating assets and liabilities:
Interest receivable
Interest receivable paid-in-kind
Prepaid expenses and other assets
Management fees payable to affiliate
Incentive fees on net investment income payable to affiliate
Incentive fees on net capital gains accrued to affiliate
Other payables to affiliates
Other liabilities
Net Cash Provided by (Used in) Operating Activities
Cash Flows from Financing Activities
Borrowings on debt
Repayments on debt
Deferred financing costs
Dividends paid to shareholders
Capital calls
Net Cash Provided by (Used in) Financing Activities
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash, beginning of period
Cash, Cash Equivalents and Restricted Cash, End of Period
Supplemental Information:
Interest paid during the period
Excise and other taxes paid during the period
Dividends declared during the period
Non-Cash Financing Activities:
Reinvestment of dividends during the period
The accompanying notes are an integral part of these consolidated financial statements.
Sixth Street Lending Partners
N otes to Consolidated Financial Statements
(Amounts in thousands, unless otherwise indicated)
1. Organization and Basis of Presentation
Organization
Sixth Street Lending Partners (the “Company”) is a Delaware statutory trust formed on April 5, 2022 (“Inception”). The Company was formed primarily to lend to, and selectively invest in, upper middle-market companies in the United States. The Company has elected to be regulated as a business development company (“BDC”) under the 1940 Act. In addition, for tax purposes, the Company has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). The Company is managed by Sixth Street Lending Partners Advisers, LLC (the “Adviser”).
On May 12, 2022, the Company formed a wholly-owned subsidiary, Sixth Street LP Holding, LLC, a Delaware limited liability company. On May 12, 2022, the Company formed a wholly-owned subsidiary, SSLP Lending, LLC, a Delaware limited liability company.
On December 8, 2022, the Company formed a wholly-owned subsidiary, Sixth Street LP Holding II, LLC, a Delaware limited liability company.
On December 21, 2023, the Company formed a wholly-owned subsidiary, Sixth Street Lending Partners Sub, LLC, a Cayman Islands limited liability company. Sixth Street LP Holding, LLC has legally dissolved as of December 31, 2023.
The Company is conducting a private offering (the “Private Offering”) of its Common Shares of beneficial interest (the “Common Shares”) to accredited investors, as defined in Regulation D under the Securities Act of 1933 (the “1933 Act”) in reliance on exemptions from the registration requirements of the 1933 Act. Common Shares will be offered for subscription continuously throughout an initial closing period and may be offered from time to time thereafter. Each investor in the Private Offering will make a capital commitment (a “Capital Commitment”) to purchase Common Shares of the Company pursuant to a subscription agreement entered into with the Company. Investors will be required to fund drawdowns to purchase the Company’s Common Shares up to the amount of their respective Capital Commitments on an as-needed basis each time the Company delivers a notice to the investors.
The Company completed its initial closing of Capital Commitments and commenced its loan origination and investment activities on August 31, 2022 (“Commencement of Operations”), the date of receipt of the initial drawdown from investors in the Private Offering.
On December 23, 2025, affiliates of Sixth Street, including the Company, and affiliates of Carlyle Group Inc. (“Carlyle”) entered into an amended and restated limited liability company agreement, as amended from time to time (the “Limited Liability Company Agreement”) to co-manage Structured Credit Partners JV, LLC (“SCP”), a joint venture focused on investing in broadly syndicated first lien senior secured loans, financed with long-term, non-mark-to-market, and predominantly investment grade rated CLO debt. The Company has 25.0 % voting ownership in SCP and has commitments to fund, from time to time, capital of up to $ 100.0 million. Refer to Note 6, Fair Value of Financial Instruments, to these consolidated financial statements for further details.
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and include the accounts of the Company and its subsidiaries. In the opinion of management all adjustments considered necessary for the fair presentation of the consolidated financial statements for the periods presented have been included. The results of operations for interim periods are not indicative of results to be expected for the full year. All intercompany balances and transactions have been eliminated in consolidation.
The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies.
Fiscal Year End
The Company’s fiscal year ends on December 31.
2. Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash and Cash Equivalents
Cash and cash equivalents may consist of demand deposits, highly liquid investments (e.g., money market funds, U.S. Treasury notes, and similar type instruments) with original maturities of three months or less, and restricted cash pledged as collateral for certain centrally cleared derivative instruments. Cash and cash equivalents denominated in U.S. dollars are carried at cost, which approximates fair value. The Company deposits its cash and cash equivalents with highly-rated banking corporations and, at times, cash deposits may exceed the insured limits under applicable law.
Investments at Fair Value
Loan originations are recorded on the date of the binding commitment, which is generally the funding date. Investment transactions purchased through the secondary markets are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values and also includes the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.
Investments for which market quotations are readily available are typically valued at those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of our investments, are valued at fair value as determined in good faith by the Company’s Board of Trustees (the “Board”), based on, among other things, the input of the Adviser, the Company’s Audit Committee and independent third-party valuation firms engaged at the direction of the Board.
As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company's investments, including and in combination of: the estimated enterprise value of a portfolio company (that is, the total value of the portfolio company’s net debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.
The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:
The valuation process begins with each investment being initially valued by the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.
The Adviser’s management reviews the preliminary valuations with the investment professionals. Agreed upon valuation recommendations are presented to the Audit Committee.
The Audit Committee reviews the valuations presented and recommends values for each investment to the Board.
The Board reviews the recommended valuations and determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith based on, among other things, the input of the Adviser, Audit Committee and, where applicable, other third parties including independent third-party valuation firms engaged at the direction of the Board.
The Company conducts this valuation process on a quarterly basis.
The Board has engaged independent third-party valuation firms to perform certain limited procedures that the Board has identified and requested them to perform in connection with the valuation process of investments for which no market quotations are readily available. At December 31, 2025, the independent third-party valuation firms performed their procedures over substantially all of the Company’s investments. Upon completion of such limited procedures, the third-party valuation firms concluded that the fair value, as determined by the Board, of those investments subjected to their limited procedures, appeared reasonable.
The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurement (“ASC Topic 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC Topic 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical
market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC Topic 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC Topic 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC Topic 820, these levels are summarized below:
Level 1—Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2—Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC Topic 820. Consistent with the valuation policy, the Company evaluates the source of inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When a security is valued based on prices provided by reputable dealers or pricing services (that is, broker quotes), the Company subjects those prices to various additional criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company reviews pricing provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs. Some additional factors considered include the number of prices obtained as well as an assessment as to their quality, such as the depth of the relevant market relative to the size of the Company’s position.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment including the impact of changes in broader market indices and credit spreads and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements, pursuant to ASC Topic 815 Derivatives and Hedging, further clarified by the FASB's issuance of the Accounting Standards Update ("ASU") No. 2017-12, Derivatives and Hedging, which was adopted in 2019 by the Company. For all derivative instruments designated in a hedge accounting relationship, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company uses certain interest rate swaps as derivative instruments to hedge the Company's fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. For derivative contracts entered into by the Company that are not designated in a hedge accounting relationship, the Company presents changes in the fair value through current period earnings.
In the normal course of business, the Company has commitments and risks resulting from its investment transactions, which may include those involving derivative instruments. Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. While the notional amount gives some indication of the Company's derivative activity, it generally is not exchanged, but is only used as the basis on which interest and other payments are exchanged. Derivative instruments are subject to various risks similar to non-derivative instruments including market, credit, liquidity, and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. Derivatives, including the Company's interest rate swaps, for which broker quotes are available are typically valued at those broker quotes.
Offsetting Assets and Liabilities
Foreign currency forward contract and interest rate swap receivables or payables pending settlement are offset, and the net amount is included with receivable or payable for foreign currency forward contracts or interest rate swaps in the Consolidated Balance Sheets when, and only when, they are with the same counterparty, the Company has the legal right to offset the recognized amounts, and it intends to either settle on a net basis or realize the asset and settle the liability simultaneously.
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
cash and cash equivalents, market value of investments, outstanding debt on revolving credit facilities, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.
Although net assets and fair values are presented based on the applicable foreign exchange rates described above, the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company's Subscription Facility and Revolving Credit Facility ("Credit Facilities") to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
Organization and Offering Expenses
Organization and offering costs will be borne by the Company and have been advanced from the Adviser subject to recoupment. Costs associated with the organization of the Company have been expensed as incurred, subject to the limitation described below. These expenses consist primarily of legal fees and other costs of organizing the Company.
Costs associated with the offering of Common Shares of the Company will be capitalized as deferred offering expenses on the Consolidated Balance Sheet and amortized over a twelve-month period from incurrence. These expenses consist primarily of legal fees and other costs incurred in connection with the Company’s private offering of its Common Shares.
The Company will not bear more than an amount equal to 0.10 % of the aggregate Commitments of the Company for organization and offering expenses in connection with the offering of Common Shares. If actual organization and offering costs incurred exceed 0.10% of the Company’s total Capital Commitments, the Adviser or its affiliates will bear the excess costs. To the extent that the Company’s Capital Commitments later increase, the Adviser or its affiliates may be reimbursed for past payments of excess organization and offering costs made on the Company’s behalf, provided that the total organization and offering costs borne by the Company do not exceed 0.10% of total Capital Commitments and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization and offering expenses that were incurred more than three years prior to the proposed reimbursement.
As of December 31, 2025 and December 31, 2024 , there were no expenses borne by the Adviser subject to future recoupment. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization or offering expenses of the Company for purposes of the Company’s cap on organization and offering expenses.
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as deferred financing costs, which are presented as a direct deduction from the carrying value of the related debt liability. These expenses are deferred and amortized using the effective interest method, or straight-line method, over the stated maturity of the debt obligation.
Interest and Dividend Income Recognition
Interest income is recorded on an accrual basis and includes the amortization of discounts and premiums. Discounts and premiums to par value on securities purchased or originated are amortized into interest income over the contractual life of the respective security using the effective interest method. The amortized cost of investments represents the original cost adjusted for the amortization of discounts and premiums, if any.
Unless providing services in connection with an investment, such as syndication, structuring or diligence, all or a portion of any loan fees received by the Company will be deferred and amortized over the investment’s life using the effective interest method.
Loans are generally placed on non-accrual status when principal or interest payments are past due 30 days or more or when management has reasonable doubt that the borrower will pay principal or interest in full. Accrued and unpaid interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest has been paid and, in management’s judgment, the borrower is likely to make principal and interest payments in the future. Management may determine to not place a loan on non-accrual status if, notwithstanding any failure to pay, the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies by the Adviser. The services that the Adviser provides vary by investment, but may include syndication, structuring, arranger, diligence fees, or other service-based fees and fees for providing managerial assistance to our portfolio companies and are recognized as revenue when earned.
Earnings per share
The Company’s earnings per share (“EPS”) amounts have been computed based on the weighted-average number of shares of Common Shares outstanding for the period. Basic EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of shares of Common Shares outstanding during the period. Diluted EPS is computed by dividing net increase (decrease) in net assets resulting from operations by the weighted average number of Common Shares assuming all potential shares had been issued and the additional Common Shares were dilutive. Diluted EPS reflects the potential dilution, using the if-converted method for convertible debt, which could occur if all potentially dilutive securities were exercised.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are expected to be reimbursed by third parties, are typically deferred until the transaction is consummated and are recorded in Prepaid expenses and other assets on the date incurred. The transaction-related costs of pursuing investments not otherwise reimbursed are borne by the Company and for successfully completed investments included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as Cash and cash equivalents with an offset to Other liabilities or Other payables to affiliates. Other liabilities or Other payables to affiliates are relieved as reimbursable expenses are incurred.
Income Taxes, Including Excise Taxes
The Company has elected to be treated as a RIC under Subchapter M of the Code, and the Company intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90 % of its investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain its RIC status, the Company, among other things, has made and intends to continue to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. As of December 31, 2025 , the Company did no t have any uncertain tax positions that met the recognition or measurement criteria, nor did the Company have any unrecognized tax benefits. The Company's 2024, 2023 and 2022 tax year returns remain subject to examination by the relevant federal, state, and local tax authorities.
Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and
pay a nondeductible 4 % U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that the estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company accrues excise tax on estimated excess taxable income.
For the calendar years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company recorded a net expense of less than $ 0.1 million, $ 2.2 million and $ 1.5 million, respectively, for U.S. federal excise tax and other taxes.
For the calendar years ended December 31, 2025, December 31, 2024 and December 31, 2023 , the Company recorded no deferred tax benefit or deferred tax liability pertaining to net unrealized gains or losses from its investments. For the calendar year ended December 31, 2025, the Company recognized a tax expense of $ 1.2 million pertaining to net realized gains. For the calendar years ended December 31, 2024 and December 31, 2023 , the Company recognized no tax expenses related to net realized gains.
Dividends to Common Shareholders
Dividends to common shareholders are recorded on the record date. The amount to be paid out as a dividend is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any dividends declared in cash on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash dividend, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash dividends automatically reinvested in additional shares of the Company’s Common Shares, rather than receiving the cash dividend. The Company expects to use newly issued shares to satisfy the dividend reinvestment plan. See Note 11 for further information related to dividends.
Segment Reporting
The Company has one reportable segment: Investment Activity. The Investment Activity segment generates revenue primarily in the form of interest income from the investments it holds. In addition, the Company may generate income from dividends on equity investments, capital gains on the sale of investments and various loan origination and other fees.
The Company’s chief operating decision maker (the “CODM”) is comprised of the senior executive committee that includes the Chief Executive Officer, Chief Financial Officer, and the Deputy Chief Financial Officer .
The CODM uses the net increase (decrease) in net assets resulting from operations to evaluate income generated from segment investment activities. The evaluation and assessment of this metric is used in implementing investment policy decisions, strategic initiatives, managing the company’s portfolio, evaluation of the company’s distribution policy and assessing the performance of the portfolio.
The accounting policies of the Investment Activity segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the segment and determines how to allocate resources based on the net increase (decrease) in net assets resulting from operations that also is reported on the consolidated statement of operations. Significant segment expenses are reported as total expenses on the consolidated statement of operations. The measure of segment assets is reported on the consolidated balance sheet as total assets.
Recent Accounting Standards and Regulatory Updates
In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09")," which intends to improve the transparency of income tax disclosures. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024 and is to be adopted on a prospective basis with the option to apply retrospectively. The Company adopted ASU 2023-09 effective December 31, 2025 and concluded that the application of this guidance did no t have any material impact on its consolidated financial statements.
In December 2024, the FASB issued ASU No. 2024-04, "Debt with Conversion and Other Options (Subtopic 470): Induced Conversions of Convertible Debt Instruments," which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions rather than as debt extinguishments. This update is
effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years, though early adoption is permitted. The Company does not expect this update to have a material effect on our consolidated financial statements.
In November 2025, the FASB issued ASU No. 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements”, which intends to more closely align hedge accounting with the economics of an entity’s risk management activities. This update is effective for annual periods beginning after December 15, 2026, including interim periods within those fiscal years, though early adoption is permitted. The Company does not expect this update to have a material effect on the Company’s consolidated financial statements.
3. Agreements and Related Party Transactions
Administration Agreement
On June 28, 2022, the Company entered into the Administration Agreement with the Adviser. Under the terms of the Administration Agreement, the Adviser provides administrative services to the Company. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the oversight of the performance of administrative and professional services rendered by others. Certain of these services are reimbursable to the Adviser under the terms of the Administration Agreement. In addition, the Adviser is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and the Company pays or reimburses the Adviser for certain expenses incurred by any such affiliates or third parties for work done on its behalf.
In November 2025, the Board renewed the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect until November 2026, and may be extended subject to required approvals. The Administration Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.
No person who is an officer, trustee or employee of the Adviser or its affiliates and who serves as a trustee of the Company receives any compensation from the Company for his or her services as a trustee. However, the Company reimburses the Adviser (or its affiliates) for the allocable portion of the costs of compensation, benefits, and related administrative expenses of our officers who provide operational and administrative services to us pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to us (including, in each case, employees of the Adviser or an affiliate). Such reimbursable amounts include the allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Financial Officer, Chief Compliance Officer, and other professionals who provide operational and administrative services to us pursuant to the Administration Agreement, including individuals who provide “back office” or “middle office” financial, operational, legal and/or compliance services to us. The Company reimburses the Adviser (or its affiliates) for the allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company. The Company may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Trustees who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company incurred expenses of $ 4.3 million, $ 4.0 million and $ 2.7 million, respectively, for administrative services payable to the Adviser under the terms of the Administration Agreement, which is included in other general and administrative expenses in the Consolidated Statements of Operations.
Investment Advisory Agreement
On June 28, 2022, the Company entered into the Investment Advisory Agreement with the Adviser. Under the terms of the Investment Advisory Agreement, the Adviser provides investment advisory services to the Company. The Adviser’s services under the Investment Advisory Agreement are not exclusive, and the Adviser is free to furnish similar or other services to others so long as its services to the Company are not impaired. Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee (the “Management Fee”) and may also pay an incentive fee (the “Incentive Fee”).
In November 2025, the Board renewed the Investment Advisory Agreement. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until November 2026, and may be extended subject to required approvals. The Investment Advisory Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party.
The Management Fee is calculated at an annual rate of 1.25 % of the Company’s gross assets, payable quarterly in arrears. The Management Fee will be calculated based on the average value of the Company’s gross assets at the end of the two most recently completed calendar quarters, and appropriately adjusted for any share issuances or repurchases during the current calendar quarter. Management Fees for any partial month or quarter will be appropriately prorated.
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, Management Fees (gross of waivers) were $ 108.0 million, $ 67.8 million and $ 25.2 million, respectively.
Prior to any Exchange Listing that may occur, the Adviser will waive its right to receive Management Fees in excess of the sum of 1.00 % of the Company’s average aggregate drawn capital (including capital drawn to pay Company expenses) as of the end of the two most recently completed calendar quarters, appropriately adjusted for any share issuances or repurchases during the relevant calendar quarter. The fee waiver will terminate if and when the Company consummates an Exchange Listing. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, Management Fees of $ 67.9 million, $ 43.8 million and $ 16.7 million, respectively, have been waived. Any waived Management Fees are not subject to recoupment by the Adviser.
The Incentive Fee consists of two parts, as follows:
The first component, payable at the end of each quarter in arrears, equals 100 % of the excess of pre-Incentive Fee net investment income in excess of a 1.5 % quarterly hurdle rate, until the Adviser has received 12.5 % ( 17.5 % subsequent to an Exchange Listing) of total net investment income for that quarter, and 12.5 % ( 17.5 % subsequent to an Exchange Listing) of all remaining pre-Incentive Fee net investment income for that quarter.
Pre-Incentive Fee net investment income means dividends (including reinvested dividends), interest and fee income accrued by the Company during the calendar quarter, minus the Company’s operating expenses for the quarter (including the Management Fee, expenses payable under the Administration Agreement to the Administrator, and any interest expense and dividends paid on any issued and outstanding preferred shares, but excluding the Incentive Fee). Pre-Incentive Fee net investment income includes, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.
The second component, payable at the end of each fiscal year in arrears, prior to an Exchange Listing, equal 12.5 % of cumulative realized capital gains from the inception of the Company to the end of such fiscal year, less the aggregate amount of any previously paid capital gain Incentive Fee for prior periods (the “Capital Gains Fee”). In the determination of the second component of the Incentive Fee, any unrealized gains or losses specifically related to the foreign currency denominated borrowings of non-US dollar denominated investments is offset against any associated unrealized gains or losses related to foreign currency denominated investments. Following an Exchange Listing, the Capital Gains Fee will equal a weighted percentage of the Company’s realized capital gains, if any, on a cumulative basis as between the inception of the Company to an Exchange Listing and from such Exchange Listing to the end of such fiscal year. The weighted percentage is intended to ensure that for each fiscal year following an Exchange Listing, the portion of the Company’s realized capital that accrued prior to an Exchange Listing will be subject to an Incentive Fee rate of 12.5 % and the portion of the Company’s realized capital that accrued following an Exchange Listing will be subject to an Incentive Fee rate of 17.5 %.
For purposes of determining whether pre-Incentive Fee net investment income exceeds the hurdle rate, pre-Incentive Fee net investment income is expressed as a rate of return on the average daily hurdle calculation value throughout the immediately preceding calendar quarter.
Section 205(b)(3) of the Investment Advisers Act of 1940, as amended, or the Advisers Act, prohibits the Adviser from receiving the payment of fees on unrealized gains until those gains are realized, if ever. There can be no assurance that such unrealized gains will be realized in the future.
An "Exchange Listing" is a quotation or listing of the Company's securities on a national securities exchange (including through an initial public offering) or a sale of all or substantially all of our assets to, or a merger or other liquidity transaction with, an entity in which the Company's shareholders receive shares of a publicly-traded company which continues to be managed by the Adviser or an affiliate thereof.
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, Incentive Fees on net investment income were $ 82.4 million, $ 54.7 million and $ 19.3 million, respectively. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company had an accrual of $( 9.6 ) million, $ 17.8 million and $ 6.7 million, respectively, related to Capital Gains (Losses) Fees.
Expense Support Agreement
On June 28, 2022, the Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Expense Support Agreement provides that, at such times as the Adviser determines, the Adviser may pay certain expenses of the Company, provided that no portion of the payment will be used to pay any interest (each an “Expense Payment”). Such Expense Payment will be made in any combination of cash or other immediately available funds no later than forty-five days after a written commitment from the Adviser to pay such expense, and/or by an offset against amounts due from us to the Adviser or its affiliates. Following any calendar quarter in which Available Operating Funds (as defined in the Expense Support Agreement) exceed the cumulative distributions accrued to the Company's shareholders based on distributions declared with respect to
record dates occurring in such calendar quarter (such amount referred to as the “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof (each, a “Reimbursement Payment”), to the Adviser until such time as all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter have been reimbursed. The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to us within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by us to the Adviser. The Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, so that such Reimbursement Payment may be reimbursable in a future calendar quarter.
As of December 31, 2025 and December 31, 2024 , the Adviser had not provided any written commitments for Expense Payments. The Company has not made any Reimbursement Payments to the Adviser. The Company may or may not reimburse remaining expense in the future.
4. Investments at Fair Value
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5 % or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled, affiliated investments is contained in the accompanying Consolidated Financial Statements, including the Consolidated schedules of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled, affiliated investments.
Investments at fair value consisted of the following at December 31, 2025 and December 31, 2024:
December 31, 2025
Amortized Cost (1)
Fair Value
Net Unrealized
Gain (Loss)
First-lien debt investments
Second-lien debt investments
Mezzanine debt investments
Equity and other investments
Total Investments
December 31, 2024
Amortized Cost (1)
Fair Value
Net Unrealized
Gain (Loss)
First-lien debt investments
Second-lien debt investments
Mezzanine debt investments
Equity and other investments
Total Investments
The amortized cost represents the original cost adjusted for the amortization of discounts or premiums, as applicable, on debt investments using the effective interest method.
The industry composition of investments at fair value at December 31, 2025 and December 31, 2024, is as follows:
December 31, 2025
December 31, 2024
Automotive
Business Services
Chemicals
Communications
Education
Electronics
Financial Services
Healthcare
Hotel, Gaming and Leisure
Human Resource Support Services
Insurance
Internet Services
Manufacturing
Oil, Gas and Consumable Fuels
Other
Pharmaceuticals
Real Estate (1)
Retail and Consumer Products
Transportation
Total
Value rounds to less than 0.1 %.
The geographic composition of investments at fair value at December 31, 2025 and December 31, 2024 is as follows:
December 31, 2025
December 31, 2024
United States
Midwest
Northeast
South
West
Canada (1)
Finland (1)
France
Germany
Italy
Netherlands
Norway
Sweden
United Kingdom
Total
Value rounds to less than 0.1 % .
5. Derivatives
Interest Rate Swaps
The Company may enter into interest rate swap transactions from time to time to hedge fixed rate debt obligations and certain fixed rate debt investments. The Company's interest rate swaps are all with one counterparty and are centrally cleared through a registered
commodities exchange. Refer to the Consolidated Schedule of Investments for additional disclosure regarding these interest rate swaps.
Cash flows related to the Company's derivatives are included within operating activities on the Consolidated Statements of Cash Flows. The following table presents the amounts paid and received on the Company's interest rate swap transactions, excluding upfront fees, for the years ended December 31, 2025 and December 31, 2024.
For the Year Ended December 31, 2025
For the Year Ended December 31, 2024
Maturity Date
Notional Amount
Paid
Received
Net
Paid
Received
Net
Interest rate swap
Interest rate swap
Interest rate swap
Interest rate swap
Total
For the years ended December 31, 2025 and December 31, 2024, the Company recognized $ 56.1 million in unrealized losses and $ 25.2 million in unrealized gains, respectively, on interest rate swaps designated as hedging instruments in the Consolidated Statement of Operations. For the years ended December 31, 2025 and December 31, 2024, this amount is offset by an increase of $ 16.2 million and a decrease of $ 1.1 million, respectively, in the carrying value of the 2029 notes. For the years ended December 31, 2025 and December 31, 2024, this amount is offset by an increase of $ 19.0 million and a decrease of $ 24.1 million, respectively, in the carrying value of the January 2030 notes. For the year ended December 31, 2025, this amount is offset by an increase of $ 21.0 million in the carrying value of the July 2030 notes.
As of December 31, 2025, the swap transaction had a fair value of $ 30.9 million, which is netted against cash collateral of $ 47.7 million. Cash is pledged as collateral under the Company's derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company's Consolidated Balance Sheet. As of December 31, 2025, the derivatives had a fair value of $ 78.6 million. As of December 31, 2024 , the swap transaction had a fair value of $( 25.2 ) million, which is netted against cash collateral of $ 68.6 million. Cash is pledged as collateral under the Company's derivative agreements and is included in restricted cash as a component of cash and cash equivalents on the Company's Consolidated Balance Sheet. As of December 31, 2024 , the derivatives had a fair value of $ 43.4 million.
The Company is required under the terms of its derivatives agreements to pledge assets as collateral to secure its obligations underlying the derivatives. The amount of collateral required varies over time based on the mark-to-market value, notional amount and remaining term of the derivatives, and may exceed the amount owed to by the Company on a mark-to-market basis. Any failure by the Company to fulfill any collateral requirement (e.g., a so-called "margin call") may result in a default. In the event of a default by a counterparty, the Company would be an unsecured creditor to the extent of any such overcollateralization.
The Company may enter into other derivative instruments and incur other exposures with the same of other counterparties in the future.
6. Fair Value of Financial Instruments
Investments
The following tables present fair value measurements of investments as of December 31, 2025 and December 31, 2024:
Fair Value Hierarchy at December 31, 2025
Level 1
Level 2
Level 3
Total
First-lien debt investments
Second-lien debt investments
Mezzanine debt investments
Equity and other investments
Total investments at fair value
Interest rate swaps
Total
Fair Value Hierarchy at December 31, 2024
Level 1
Level 2
Level 3
Total
First-lien debt investments
Second-lien debt investments
Mezzanine debt investments
Equity and other investments
Total investments at fair value
Interest rate swaps
Total
Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.
The following table presents the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the year ended December 31, 2025:
As of and for the Year Ended
December 31, 2025
First-lien
debt
investments
Second-lien
debt
investments
Mezzanine
debt
investments
Equity
and other
investments
Total
Balance, beginning of period
Purchases or originations
Repayments / redemptions
Sales proceeds
Paid-in-kind interest
Net change in unrealized gains (losses)
Net realized gains (losses)
Net amortization of discount on securities
Transfers within Level 3
Transfers into (out of) Level 3
Balance, End of Period
The following table presents the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the year ended December 31, 2024:
As of and for the Year Ended
December 31, 2024
First-lien
debt
investments
Second-lien
debt
investments
Mezzanine
debt
investments
Equity
and other
investments
Total
Balance, beginning of period
Purchases or originations
Repayments / redemptions
Sales proceeds
Paid-in-kind interest
Net change in unrealized gains (losses)
Net realized gains (losses)
Net amortization of discount on securities
Transfers within Level 3
Transfers into (out of) Level 3
Balance, End of Period
The following table presents information with respect to the net change in unrealized gains or losses on investments for which Level 3 inputs were used in determining fair value that are still held by the Company at December 31, 2025 and December 31, 2024:
Net Change in Unrealized
Net Change in Unrealized
Gains or (Losses)
Gains or (Losses)
For the Year Ended
For the Year Ended
December 31, 2025 on
December 31, 2024 on
Investments Held at
Investments Held at
December 31, 2025
December 31, 2024
First-lien debt investments
Second-lien debt investments
Mezzanine debt investments
Equity and other investments
Total
The following tables present the fair value of Level 3 Investments at fair value and the significant unobservable inputs used in the valuations as of December 31, 2025 and December 31, 2024. The tables are not intended to be all-inclusive, but instead capture the significant unobservable inputs relevant to the Company’s determination of fair values.
December 31, 2025
Valuation
Unobservable
Range (Weighted
Impact to Valuation
from an
Fair Value
Technique
Input
Average)
Increase to Input
First-lien debt investments
Income approach (1)
Discount rate
Decrease
Second-lien debt investments
Income approach
Discount rate
Decrease
Mezzanine debt investments
Income approach
Discount rate
Decrease
Equity and other investments
Market Multiple (2)
Comparable multiple
Increase
Total
Includes $ 50.8 million of first-lien debt investments valued using an asset waterfall and $ 60.9 million of first-lien debt investments valued using a comparable market price.
Includes $ 81.4 million of equity investments valued using a discounted cash flow analysis.
December 31, 2024
Valuation
Unobservable
Range (Weighted
Impact to Valuation
from an
Fair Value
Technique
Input
Average)
Increase to Input
First-lien debt investments
Income approach (1)
Discount rate
Decrease
Second-lien debt investments
Income approach
Discount rate
Decrease
Mezzanine debt investments
Income approach
Discount rate
Decrease
Equity and other investments
Market Multiple (2)
Comparable multiple
Increase
Total
Includes $ 226.4 million of first-lien debt investments valued using an asset waterfall.
Includes $ 8.3 million of equity investments valued using a Black-Scholes model and $ 49.1 million of equity investments valued using a discounted cash flow analysis.
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of our investment within each portfolio company’s capital structure.
Significant unobservable quantitative inputs typically considered in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. If debt investments are credit impaired, an enterprise value analysis may be used to value such debt investments; however, in addition to the methods outlined above, other methods such as a liquidation or wind-down analysis may be utilized to estimate enterprise value. For the Company’s Level 3 equity investments, multiples of similar companies’ revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions are typically used.
Structured Credit Partners JV, LLC (“SCP”)
On December 23, 2025, affiliates of Sixth Street, including the Company and affiliates of Carlyle entered into the Limited Liability Company Agreement to co-manage SCP, a joint venture focused on investing in broadly syndicated first lien senior secured loans, financed with long-term, non-mark-to-market, and predominantly investment grade rated CLO debt managed by affiliates of Sixth Street or Carlyle on a fee-free basis.
Sixth Street affiliates own 50.0 % of the equity interests in SCP and Carlyle affiliates own 50.0 %, with investment decisions requiring approval by representatives of both the Sixth Street affiliates and the Carlyle affiliates. SCP will be initially capitalized with $ 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. Equity contributions will be called from each member on a pro-rata basis, based on their equity commitments. Funding of such commitments requires the approval of the board of SCP's board of managers, including the board members appointed by the Company. SCP's board of managers consists of an equal number of representatives appointed by the Sixth Street-affiliated members of SCP and the Carlyle-affiliated members of SCP. Portfolio construction and investment decisions must be unanimously approved by SCP’s investment committee, as delegated by the board of managers of SCP. Our investment in SCP is made with certain of our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. Therefore, although the Company owns 25.0 % of the voting interests of SCP, the Company does not believe that it has control over SCP for accounting purposes and does not consolidate its non-controlling interest in SCP.
As of December 31, 2025, SCP had not commenced operations and no capital had been contributed to SCP.
Financial Instruments Not Carried at Fair Value
Debt
The fair value of the Company’s Credit Facilities, which are categorized as Level 3 within the fair value hierarchy, as of December 31, 2025 and December 31, 2024, approximates its carrying value as the outstanding balance is callable at carrying value.
The following table presents the fair value of the Company's 2029 Notes, January 2030 Notes and July 2030 Notes as of December 31, 2025 and December 31, 2024:
December 31, 2025
December 31, 2024
Outstanding Principal
Fair Value (1)
Outstanding Principal
Fair Value (1)
2029 Notes
January 2030 Notes
July 2030 Notes
Total
The fair value is based on broker quotes received by the Company and is categorized as Level 2 within the fair value hierarchy.
Other Financial Assets and Liabilities
Under the fair value hierarchy, cash and cash equivalents are classified as Level 1 while the Company’s other assets and liabilities, other than investments at fair value and Credit Facilities, are classified as Level 2.
7. Debt
Subscription Facility
On September 1, 2022, the Company entered into a revolving credit agreement (the “Subscription Facility”) with Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), letter of credit issuer, lead arranger, as a lender and aggregate commitments under the facility were $ 400 million.
Pursuant to an amendment to the Subscription Facility dated as of December 21, 2022 (the “Subscription Facility First Amendment”), the aggregate commitments under the Subscription Facility were upsized to $ 700 million. Pursuant to lender joinder agreements dated January 18, 2023 and January 27, 2023, the aggregate commitments under the Subscription Facility were upsized to $ 800 million and $ 850 million, respectively. Pursuant to lender joinder agreements dated March 28, 2023, the aggregate commitments
under the Subscription Facility were upsized to $ 1.3 billion. Pursuant to a lender joinder agreement dated April 27, 2023, the aggregate commitments under the Subscription Facility were upsized to $ 1.35 billion. Pursuant to a lender joinder agreement dated December 1, 2023 the aggregate commitments under the Subscription Facility were upsized to $ 1.5 billion (the “Maximum Commitment”) . On July 3, 2024, the Company exercised its option to extend the stated maturity date to August 29, 2025. Pursuant to the second amendment to the Subscription Facility dated as of August 29, 2025 (the “Subscription Facility Second Amendment”), the aggregate commitments under the Subscription Facility were reduced to $ 500 million and the stated maturity date was extended to August 28, 2026 .
Borrowings under the Subscription Facility bear interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of loans denominated in dollars, at our option (a) an adjusted Daily Simple SOFR rate plus 1.80 %, (b) an adjusted Term SOFR rate for the applicable interest period plus 1.80 % and (c) in the case of reference rate loans, 0.80 % plus the greatest of (1) a prime rate, (2) the federal funds rate plus 0.50 % and (3) the adjusted Daily Simple SOFR plus 1.00 %, (ii) in the case of loans denominated in euros or other alternative currencies (other than sterling), the adjusted Eurocurrency Rate for the applicable interest period plus 1.80 % or (iii) in the case of loans denominated in sterling, the adjusted SONIA rate plus 1.80 %. SONIA loans are subject to a credit spread adjustment of 0.0326 %. Loans denominated in dollars may be converted from one rate applicable to dollar denominated loans to another at any time at our election, subject to certain conditions. The Company also will pay an unused commitment fee of 0.25 % per annum on the unused commitments.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. As of December 31, 2025, the Company had outstanding debt denominated in British pounds (GBP) of 10.3 million, and Euros (EUR) of 7.3 million on its Subscription Facility, included in the outstanding principal amount in the table below. As of December 31, 2024 , we had outstanding debt denominated in British pounds (GBP) of 10.3 million, and Euros (EUR) of 7.3 million on the Subscription Facility included in the Outstanding Principal amount in the table below.
The amount available for borrowing under the Subscription Facility is reduced by any of letters of credit issued through the Subscription Facility. As of December 31, 2025 and December 31, 2024 , the Company had no outstanding letters of credit issued through the Subscription Facility.
The Subscription Facility includes customary events of default, as well as customary covenants, including restrictions on certain distributions and financial covenants.
As of December 31, 2025, and December 31, 2024, the Company was in compliance with the terms of the Subscription Facility.
Revolving Credit Facility
On January 19, 2023, the Company entered into a senior secured revolving credit agreement (the “Revolving Credit Facility”) with Truist Bank, as administrative agent, JPMorgan Chase Bank, N.A., Royal Bank of Canada, State Street Bank and Trust Company and Wells Fargo Bank, N.A., as joint lead arrangers, and certain other lenders.
The aggregate commitments under the Revolving Credit Facility were $ 600 million and included an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility up to $ 1 billion. On February 28, 2023, the aggregate commitments under the Revolving Credit Facility were upsized to $ 700 million. On July 27, 2023, the aggregate commitments under the Revolving Credit Facility were upsized to $ 725 million. Pursuant to the first amendment to the Revolving Credit Facility dated February 8, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $ 1.0 billion and the stated maturity date was extended to February 8, 2029 . On April 8, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $ 1.2 billion. On May 23, 2024, pursuant to the second amendment, the aggregate commitments under the Revolving Credit Facility were upsized to $ 1.375 billion, which included a term loan commitment of $ 100 million, due at the stated maturity. On June 27, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $ 1.425 billion. On December 18, 2024, the aggregate commitments under the Revolving Credit Facility were upsized to $ 1.55 billion, which included a term loan commitment of an additional $ 50 million, due at the stated maturity. On January 17, 2025, the aggregate commitments under the Revolving Credit Facility were upsized to $ 1.65 billion, due at the stated maturity. On March 4, 2025, pursuant to the third amendment, the aggregate commitments under the Revolving Credit Facility were upsized to $ 2.28 billion and the stated maturity was extended to March 4, 2030 . On August 26, 2025, the aggregate commitments under the Revolving Credit Facility were upsized to $ 2.425 billion, which included a term loan commitment of an additional $ 50 million, due at the stated maturity. On September 23, 2025, pursuant to the fourth amendment, the aggregate commitments under the Revolving Credit Facility were upsized to $ 2.675 billion, due at the stated maturity. The Revolving Credit Facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the Revolving Credit Facility to up to $ 3.42 billion. The Revolving Credit Facility will mature on March 4, 2030 .
Borrowings under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of loans denominated in dollars, at our option (a) adjusted
Term SOFR plus 1.525 %, 1.65 % or 1.775 %, based on certain borrowing base conditions and (b) an alternative base rate plus 0.525 %, 0.65 % or 0.775 %, based on certain borrowing base conditions, (ii) in the case of loans denominated in other permitted currencies at the relevant rate specified plus 0.525 %, 0.65 % or 0.775 %, based on certain borrowing base conditions, plus in the case of amounts denominated in certain other permitted currencies, an adjustment. We also will pay an unused commitment fee of 0.325 % per annum on the unused commitments.
The Revolving Credit Facility is guaranteed by Sixth Street LP Holding II, LLC and SSLP Lending, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by us and each guarantor. Proceeds from borrowings may be used for general corporate purposes, including the funding of portfolio investments.
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 Revolving Credit Agreement, the financial covenants require:
an asset coverage ratio of no less than 2 to 1 on the last day of any fiscal quarter;
shareholders’ equity of at least $ 2.42 billion plus 25 % of the net proceeds of the sale of equity interests after March 4, 2025; and
minimum asset coverage ratio of no less than 1.5 to 1 with respect to (i) the consolidated assets of the Company and the subsidiary guarantors (including certain limitations on the contribution of equity in financing subsidiaries) to (ii) the secured debt of the Company and its subsidiary guarantors (the “Obligor Asset Coverage Ratio”).
The Revolving Credit Facility also contains certain additional concentration limits in connection with the calculation of the borrowing base, based on the Obligor Asset Coverage Ratio.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. As of December 31, 2025, the Company had outstanding debt denominated in British pounds (GBP) of 244.7 million, Canadian dollars (CAD) of 142.0 million, Euros (EUR) of 974.5 million and Swedish Krona (SEK) of 218.0 million on its Revolving Credit Facility, included in the outstanding principal amount in the table below. As of December 31, 2024 , the Company had outstanding debt denominated in British pounds (GBP) of 299.2 million, Euros (EUR) of 640.1 million and Swedish Krona (SEK) of 80.2 million on its Revolving Credit Facility, included in the outstanding principal amount in the table below.
The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $ 100 million. As of December 31, 2025 and 2024, the Company had $ 32.0 million and $ 5.9 million, respectively, in outstanding letters of credit issued through the Revolving Credit Facility. The amount available for borrowing under the Revolving Credit Facility is reduced by any letters of credit issued through the Revolving Credit Facility.
The Revolving Credit Facility includes customary events of default (with customary cure and notice provisions).
As of December 31, 2025, and December 31, 2024, the Company was in compliance with the terms of the Revolving Credit Facility.
2029 Notes
In March 2024, the Company issued $ 600 million aggregate principal amount of unsecured notes that mature on March 11, 2029 (the “2029 Notes”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.50 % per year, payable semi-annually commencing on September 11, 2024, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the 2029 Notes, net of underwriting discounts, offering costs and original issue discount, were $ 586.0 million. The Company used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
In June 2024, the Company issued an additional $ 150 million aggregate principal amount of unsecured notes that mature on March 11, 2029 . The additional 2029 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 the 2029 Notes. Total proceeds from the issuance of the additional 2029 Notes, net of underwriting discounts, offering costs and original issue premium were $ 147.8 million. The Company used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
The Company entered into two interest rate swaps to align the interest rates of its liabilities with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the two interest rates swaps is $ 600.0 million
and $ 150.0 million, respectively, each of which matures on March 11, 2029 , matching the maturity date of the 2029 Notes. As a result of the swap, the Company’s effective interest rate on the 2029 Notes is SOFR plus 2.45 % (on a weighted average basis). The interest expense related to the 2029 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of December 31, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $ 15.1 million and $( 1.1 ) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.
January 2030 Notes
In September 2024, the Company issued $ 600 million aggregate principal amount of unsecured notes that mature on January 15, 2030 (the “January 2030 Notes”). The principal amount of the January 2030 Notes is payable at maturity. The January 2030 Notes bear interest at a rate of 5.75 % per year, payable semi-annually commencing on January 15, 2025, and may be redeemed in whole or in part at the Company’s option at any time at par plus a “make whole” premium. Total proceeds from the issuance of the January 2030 Notes, net of underwriting discounts, offering costs and original issue discount, were $ 591.7 million. The Company used the net proceeds of the January 2030 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
In connection with the issuance of the January 2030 Notes, the Company entered into an interest rate swap to align the interest rate of its liability with the Company’s investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $ 600.0 million which matures on January 15, 2030 , matching the maturity date of the January 2030 Notes. As a result of the swap, the Company’s effective interest rate on the January 2030 Notes is SOFR plus 2.55 %. The interest expense related to the January 2030 Notes is offset by proceeds received from the interest rate swaps designated as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of December 31, 2025 and December 31, 2024, the effective hedge interest rate swaps had a fair value of $( 5.2 ) million and $( 24.1 ) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the January 2030 Notes.
July 2030 Notes
In January 2025, the Company issued $ 750 million aggregate principal amount of unsecured notes that mature on July 15, 2030 (the "July 2030 Notes"). The principal amount of the July 2030 Notes is payable at maturity. The July 2030 Notes bear interest at a rate of $ 6.125 % per year, payable semi-annually commencing on July 15, 2025, and may be redeemed in whole or in part at the Company's option at anytime at par plus a "make whole" premium. Total proceeds from the issuance of the July 2030 Notes, net of underwriting discounts, offering costs and original issue discount, were $ 737.6 million. The Company used the net proceeds of the July 2030 Notes to repay outstanding indebtedness under the Revolving Credit Facility and Subscription Facility.
In connection with the issuance of the July 2030 Notes, the Company entered into an interest rate swap to align the interest rate of its liability with the Company's investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $ 750.0 million which matures on July 15, 2030 , matching the maturity date of the July 2030 Notes. As a result of the swap, the Company's effective interest rate on the July 2030 Notes is SOFR plus 2.01 %. The interest expense related to the July 2030 Notes is offset by proceeds received from the interest rate swaps designed as a hedge. The swap adjusted interest expense is included as a component of interest expense on the Company's Consolidated Statements of Operations. As of December 31, 2025, the effective hedge interest rate swaps had a fair value of $ 21.0 million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the July 2030 Notes.
For the years ended December 31, 2025 and December 31, 2024, the components of interest expense related to the 2029 Notes, January 2030 Notes and July 2030 Notes were as follows:
For the Year Ended
December 31, 2025
December 31, 2024
Interest expense
Accretion of original issue discount
Amortization of deferred financing costs
Total Interest Expense
Total interest expense in the table above does not include the effect of the interest rate swaps related to the 2029 Notes, January 2030 Notes and July 2030 Notes. During the years ended December 31, 2025 and December 31, 2024, the Company received $ 126.9 million and $ 45.3 million, respectively, and paid $ 137.9 million and $ 55.1 million, respectively, related to the settlements of its interest expense in the Company's Consolidated Statement of Operations. See Note 5 for further information about the Company's interest rate swap.
As of December 31, 2025, the components of the carrying value and the stated interest rates of the 2029 Notes, January 2030 Notes and July 2030 Notes were as follows:
December 31, 2025
2029 Notes
January 2030 Notes
July 2030 Notes
Principal amount of debt
Original issue discount, net of accretion
Deferred financing costs
Fair value of an effective hedge
Carrying value of debt
Stated interest rate
The stated interest rate in the tables above do not include the effect of the interest rate swaps. As of December 31, 2025 , the Company's swap-adjusted interest rate on the 2029 Notes, January 2030 Notes and July 2030 Notes was SOFR plus 2.45 % (on a weighted average basis), 2.55 % and 2.01 %, respectively.
As of December 31, 2024, the components of the carrying value and the stated interest rates of the 2029 Notes and January 2030 Notes were as follows:
December 31, 2024
2029 Notes
January 2030 Notes
Principal amount of debt
Original issue discount, net of accretion
Deferred financing costs
Fair value of an effective hedge
Carrying value of debt
Stated interest rate
The stated interest rate in the tables above do not include the effect of the interest rate swaps. As of December 31, 2024 , the Company's swap-adjusted interest rate on the 2029 Notes and January 2030 Notes was SOFR plus 2.45 % (on a weighted average basis) and 2.55 %, respectively.
As of December 31, 2025, the Company was in compliance with the terms of the indentures governing the 2029 Notes, the January 2030 Notes and the July 2030 Notes. As of December 31, 2024, the Company was in compliance with the terms of the indentures governing the 2029 Notes and the January 2030 Notes.
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of December 31, 2025 and December 31, 2024, the Company’s asset coverage was 200.8 % and 193.0 %, respectively.
Debt obligations consisted of the following as of December 31, 2025 and December 31, 2024:
December 31, 2025
Aggregate
Principal
Amount
Committed
Outstanding
Principal
Amount
Available (1)
Carrying
Value (2)(3)
Subscription Facility
Revolving Credit Facility
2029 Notes
January 2030 Notes
July 2030 Notes
Total Debt
The amount available may be subject to limitations related to the borrowing base under the Subscription Facility, Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.
The carrying values of the Subscription Facility, Revolving Credit Facility, 2029 Notes, January 2030 Notes and July 2030 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $ 1.0 million, $ 15.5 million, $ 11.0 million, $ 6.6 million and $ 12.4 million, respectively.
The carrying value of the 2029 Notes, January 2030 Notes and July 2030 Notes are presented inclusive of an incremental $ 15.1 million, $( 5.2 ) million and $ 21.0 million, respectively, which represents an adjustment in the carrying value of the 2029 Notes, January 2030 Notes and July 2030 Notes, resulting from a hedge accounting relationship.
December 31, 2024
Aggregate
Principal
Amount
Committed
Outstanding
Principal
Amount
Available (1)
Carrying
Value (2)(3)
Subscription Facility
Revolving Credit Facility
2029 Notes
January 2030 Notes
Total Debt
The amount available may be subject to limitations related to the borrowing base under the Subscription Facility, the Revolving Credit Facility, outstanding letters of credit issued, and asset coverage requirements.
The carrying values of the Subscription Facility, Revolving Credit Facility, 2029 Notes and January 2030 Notes are presented net deferred financing costs $ 3.0 million, $ 9.1 million, $ 14.2 million, and $ 8.6 million, respectively.
The carrying value of the 2029 Notes and January 2030 Notes are presented inclusive of an incremental $( 1.1 ) million and $( 24.1 ) million, respectively, which represents an adjustment in the carrying value of the 2029 Notes and January 2030 Notes, resulting from a hedge accounting relationship.
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the components of interest expense were as follows:
For the Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Interest expense
Commitment fees
Amortization of deferred financing costs
Accretion of original issue discount
Swap settlement
Total Interest Expense
Average debt outstanding (in millions)
Weighted average interest rate
8. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments; such commitments are incorporated into the Company’s assessment of its liquidity position. The Company’s senior secured revolving loan commitments are generally available on a borrower’s demand and may remain outstanding until the maturity date of the applicable loan. The Company’s senior secured delayed draw term loan commitments are generally available on a borrower’s demand and, once drawn, generally have the same remaining term as the associated loan agreement. Undrawn senior secured delayed draw term loan commitments generally have a shorter availability period than the term of the associated loan agreement.
As of December 31, 2025 and December 31, 2024, the Company had the following commitments to fund investments in current portfolio companies:
December 31, 2025
December 31, 2024
Alaska Bidco Oy - Delayed Draw & Revolver
Aledade, Inc. - Revolver
Apellis Pharmaceuticals, Inc. - Delayed Draw
Aptean, Inc. - Delayed Draw & Revolver
Arcwood Environmental Inc. - Delayed Draw & Revolver
Arrow Buyer, Inc. - Delayed Draw
Arrowhead Pharmaceuticals, Inc. - Delayed Draw
Artisan Bidco, Inc. - Revolver
Avalara, Inc. - Revolver
AVSC Holding Corp. - Revolver
Azurite Intermediate Holdings, Inc. - Revolver & Equity
Babylon Finco Limited - Delayed Draw
Banyan Software Holdings, LLC - Delayed Draw
BCTO Bluebill Buyer, Inc. - Delayed Draw
Ben Nevis Midco Limited - Delayed Draw
BTRS Holdings, Inc. - Delayed Draw & Revolver
Cirrus (Bidco) Ltd - Delayed Draw
Cordance Operations LLC - Delayed Draw
Coupa Holdings, LLC - Delayed Draw & Revolver
Crewline Buyer, Inc. - Revolver & Equity
Disco Parent, Inc. - Revolver
EDB Parent, LLC - Delayed Draw
Elysium BidCo Limited - Revolver
Erling Lux Bidco SARL - Delayed Draw & Revolver
Eventus Buyer, LLC - Delayed Draw & Revolver
Flight Intermediate HoldCo, Inc. - Delayed Draw
Fullsteam Operations, LLC - Delayed Draw & Revolver
Galileo Parent, Inc. - Revolver
Greenshoot Bidco B.V. - Revolver
Hippo XPA Bidco AB - Delayed Draw & Revolver
HireVue, Inc. - Revolver
HMP Omnimedia, LLC - Delayed Draw & Revolver
Ingenovis Health Finance, LLC - Revolver
Kangaroo Bidco AS - Delayed Draw
Kaseware Intermediate Holding Company - Delayed Draw & Revolver
Kryptona BidCo US, LLC - Revolver
LIHA Holdco B.V. - Delayed Draw & Revolver
Lynx BidCo - Delayed Draw & Revolver
Merit Software Finance Holdings, LLC - Delayed Draw & Revolver
Omnigo Software, LLC - Delayed Draw & Revolver
PDI TA Holdings, Inc. - Delayed Draw & Revolver
QSR Acquisition Co. - Delayed Draw
Rail Acquisitions LLC - Delayed Draw & Revolver
RainFocus, LLC - Delayed Draw
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver
Raptor US Buyer II Corp. - Revolver
Sapphire Software Buyer, Inc. - Revolver
Scorpio Bidco - Delayed Draw
Sediver S.p.A. - Delayed Draw
Severin Acquisition, LLC - Delayed Draw & Revolver
Shiftmove GmbH - Delayed Draw
SkyLark UK DebtCo Limited - Delayed Draw
SL Buyer Corp. - Delayed Draw
SMA Technologies Holdings, LLC - Revolver
Sport Alliance GmbH - Revolver
Tango Management Consulting, LLC - Delayed Draw & Revolver
Truck-Lite Co., LLC - Delayed Draw & Revolver
USA Debusk, LLC - Delayed Draw & Revolver
Varinem German Bidco GmbH - Delayed Draw
Velocity Clinical Research, Inc. - Delayed Draw & Revolver
Wrangler Topco, LLC - Delayed Draw & Revolver
Total Portfolio Company Commitments (1)(2)
Represents the full amount of the Company’s commitments to fund investments on such date. Commitments may be subject to limitations on borrowings set forth in the agreements between the Company and the applicable portfolio company. As a result, portfolio companies may not be eligible to borrow the full commitment amount on such date.
The Company’s estimate of the fair value of the current investments in these portfolio companies includes an analysis of the fair value of any unfunded commitments.
Other Commitments and Contingencies
As of December 31, 2025 and December 31, 2024 , the Company did no t have any unfunded commitments to fund investments to new borrowers that were not current portfolio companies as of such date.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. As of December 31, 2025 and December 31, 2024 , management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
9. Net Assets
In connection with its formation, the Company has the authority to issue an unlimited number of Common Shares of beneficial interest at $ 0.001 per share par value. On June 24, 2022, our Adviser purchased $ 30 thousand of Common Shares of the Company at a price of $ 25.00 per Common Share as our initial capital. These Common Shares were issued and sold in reliance upon Section 4(a)(2) of the Securities Act, which provides an exemption from the registration requirements of the Securities Act.
The Company entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s Common Shares. Under the terms of the Subscription Agreements, investors are required to fund drawdowns to purchase the Company’s Common Shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice to its investors. As of December 31, 2025, the Company had received Capital Commitments totaling $ 7.4 billion ( $ 3.7 billion remaining undrawn). As of December 31, 2024 , we had received Capital Commitments totaling $ 7.4 billion ($ 3.7 billion remaining undrawn).
The Company has a dividend reinvestment plan, whereby the Company may issue Common Shares in order to satisfy dividend reinvestment requests. The number of Common Shares to be issued to a shareholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the price per share of the Company’s Common Shares at the close of the payment date of a distribution. However, if the price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, the Company will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95 % of the current price per share (or such lesser discount to the current price per share that still exceeds the most recently computed net asset value per share).
Pursuant to the Company’s dividend reinvestment plan, the following table summarizes the Common Shares issued to shareholders who have not opted out of the Company’s dividend reinvestment plan for the years ended December 31, 2025 and December 31, 2024. All shares issued to shareholders in the tables below are newly issued shares.
For the Year Ended
December 31, 2025
Date
Date Declared
Record Date
Shares Issued
Shares Issued
December 31, 2024
December 31, 2024
January 30, 2025
March 31, 2025
March 31, 2025
May 6, 2025
June 30, 2025
June 30, 2025
August 5, 2025
September 30, 2025
September 30, 2025
November 12, 2025
Total Common Shares Issued
For the Year Ended
December 31, 2024
Date
Date Declared
Record Date
Shares Issued
Shares Issued
December 29, 2023
December 31, 2023
February 21, 2024
March 29, 2024
March 31, 2024
May 7, 2024
June 30, 2024
June 30, 2024
August 6, 2024
September 30, 2024
September 30, 2024
November 13, 2024
December 9, 2024
December 9, 2024
December 19, 2024
Total Common Shares Issued
During the year ended December 31, 2025 , the Company issued 6,077,657 Common Shares to investors who have not opted out of our dividend reinvestment plan for proceeds of $ 177.7 million. During the year ended December 31, 2024 , the Company issued 6,601,368 Common Shares to investors who have not opted out of our dividend reinvestment plan for proceeds of $ 191.8 million.
There were no Common Shares issued and proceeds received related to the Company's capital drawdowns delivered pursuant to the Subscription Agreements for the year ended December 31, 2 0 25 . The following table summarizes the total Common Shares issued and proceeds received related to the Company’s capital drawdowns delivered for the year ended December 31, 2024:
Common Share Issuance Date
Number of Common Shares Issued
Proceeds Received
March 6, 2024
March 26, 2024
June 25, 2024
September 24, 2024
December 17, 2024
10. Earnings per share
The following table sets forth the computation of basic and diluted earnings per common share:
For the Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Earnings per common share—basic and diluted
Increase (decrease) in net assets resulting from operations
Weighted average Common Shares outstanding—basic and diluted
Earnings (losses) per common share—basic and diluted
11. Dividends
The Company has historically paid a dividend to stockholders on a quarterly basis. The Company has a dividend framework that provides for a quarterly base dividend and a variable supplemental dividend, subject to satisfaction of certain measurement tests and the approval of the Board.
The following table summarizes dividends declared during the years ended December 31, 2025, December 31, 2024 and December 31, 2023:
For the Year Ended
December 31, 2025
Date Declared
Dividend
Record Date
Payment Date
Dividend per Share
March 31, 2025
Base
March 31, 2025
May 5, 2025
June 30, 2025
Base
June 30, 2025
August 4, 2025
September 30, 2025
Base
September 30, 2025
November 10, 2025
December 31, 2025
Special
December 31, 2025
January 27, 2026
December 31, 2025
Base
December 31, 2025
January 29, 2026
Total Dividends Declared
For the Year Ended
December 31, 2024
Date Declared
Dividend
Record Date
Payment Date
Dividend per Share
March 29, 2024
Base
March 31, 2024
May 6, 2024
June 28, 2024
Base
June 30, 2024
August 5, 2024
September 30, 2024
Base
September 30, 2024
November 12, 2024
December 9, 2024
Special
December 9, 2024
December 18, 2024
December 31, 2024
Base
December 31, 2024
January 29, 2025
Total Dividends Declared
For the Year Ended
December 31, 2023
Date Declared
Dividend
Record Date
Payment Date
Dividend per Share
March 31, 2023
Base
March 31, 2023
May 9, 2023
June 30, 2023
Base
June 30, 2023
August 15, 2023
September 29, 2023
Base
September 30, 2023
November 15, 2023
December 29, 2023
Base
December 31, 2023
February 20, 2024
Total Dividends Declared
The dividends declared during the year ended December 31, 2025, December 31, 2024 and December 31, 2023 were derived from net investment income, determined on a tax basis.
With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for shareholders. As a result, in the event of a declared cash distribution or other distribution, each Shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional Common Shares rather than receiving cash distributions. Shareholders who receive distributions in the form of Common Shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.
12. Income Taxes
The tax character of shareholder distributions attributable to fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023 were as follows:
Year Ended
Year Ended
Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Ordinary Income (1)
Long Term Capital Gains (Losses)
Total
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023 , 75.72 %, 78.26 % and 88.32 %, respectively, of ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.
The following reconciles the increase in net assets resulting from operations for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, to taxable income at December 31, 2025, December 31, 2024 and December 31, 2023:
Year Ended
Year Ended
Year Ended
December 31, 2025
December 31, 2024
December 31, 2023
Increase (decrease) in net assets resulting from
operations
Adjustments:
Net unrealized (gains) losses on investments
Other income (loss) for tax purposes, not book
Deferred organization costs
Other expenses not currently deductible
Other book-tax differences
Taxable Income
The tax basis components of distributable earnings for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, were as follows:
December 31, 2025
December 31, 2024
December 31, 2023
Undistributed net investment income - tax basis
Undistributed net realized gains (losses) - tax basis
Net unrealized gains (losses) on investments
Other temporary differences
Total distributable earnings - book basis
Note: Taxable income is an estimate and is not fully determined until the Company’s tax return is filed. The Company's tax year end is December 31.
Taxable income generally differs from increase in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.
The Company makes certain adjustments to the classification of shareholders’ equity as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital, or distributable earnings, as appropriate.
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company increased distributable earnings and decreased additional paid in capital by $ 1.2 million, $ 2.2 million and $ 1.5 million, respectively, which was primarily attributable to U.S. federal excise tax and other taxes.
The Company’s wholly-owned subsidiary, Sixth Street LP Holding II, LLC, is a taxable subsidiary in which the Company holds certain investments. Sixth Street LP Holding II, LLC is not consolidated for U.S. federal income tax purposes and may generate income tax expense as a result of its ownership of certain portfolio companies. The income tax expense, or benefit, and the related tax assets and liabilities, if any, are reflected in our Statement of Operations.
The tax cost of the Company’s investments as of December 31, 2025 was $ 7,918,126 , resulting in estimated gross unrealized gains and losses of $ 290,520 and $ 207,578 , respectively. The tax cost of the Company’s investments as of December 31, 2024 was $ 7,102,780 , resulting in estimated gross unrealized gains and losses of $ 222,515 and $ 56,184 , respectively. The tax cost of the Company's investments as of December 31, 2023 was $ 3,047,224 , resulting in estimated gross unrealized gains and losses of $ 69,618 and $ 23,923 , respectively.
To the extent that the Company determines that its estimated current year annual taxable income will exceed its estimated current year dividends from such taxable income, the Company accrues excise tax on estimated excess taxable income. For the year ended December 31, 2025 , no expense was recorded for U.S. federal excise tax. For the years ended December 31, 2024 and December 31, 2023 , a net expense of $ 2.2 million and $ 1.5 million, respectively, were recorded for U.S. federal excise tax.
13. Financial Highlights
The following per share data and ratios have been derived from information provided in the consolidated financial statements. The following are the financial highlights for one share of Common Shares outstanding during the years ended December 31, 2025, December 31, 2024, December 31, 2023 and from April 5, 2022 (Inception) through December 31, 2022:
For the Year Ended
From April 5, 2022 (Inception) through
December 31, 2025
December 31, 2024
December 31, 2023
December 31, 2022
Per Share Data (1)
Net asset value, beginning of period
Net investment income (2)
Net realized and unrealized gain (loss) (2)
Total from operations
Net Common Share Issuance (3)
Dividends declared (4)
Total increase (decrease) in net assets
Net Asset Value, End of Period
Total return based on net asset value (5)
Common shares outstanding, end of period
Ratios / Supplemental Data (6)(7)
Ratio of gross expenses to average net assets without management fee waiver
Ratio of net expenses to average net assets with
management fee waiver
Ratio of net investment income to average net assets without management fee waiver
Ratio of net investment income to average net assets with management fee waiver
Portfolio turnover
Net assets, end of period
Table may not sum due to rounding.
The per share data was derived by using the weighted average Common Shares outstanding during the period.
The amount shown at this caption is the balancing amount derived from share issuances. The amount shown for share issuance will fluctuate due to the timing of share issuances and the weighting of average shares over the period.
The per share data was derived by using the actual shares outstanding at the date of the relevant transactions.
Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends, assuming reinvestment of dividends, divided by the beginning net asset value per share.
The ratios, excluding nonrecurring expenses, such as organization costs, are annualized.
For the period from April 5th (Inception) through December 31, 2022, the ratios represent information on an annualized basis, except for nonrecurring expenses, such as organizational and offering expenses, which are not annualized.
14. Selected Quarterly Financial Data (Unaudited)
Investment Income
Net Expenses (1)
Net Investment Income
Total unrealized and realized gains (losses)
Increase (decrease) in Net Assets Resulting from Operations
Net Asset Value per Share as of the End of the Quarter
Investment Income
Net Expenses (1)
Net Investment Income
Total unrealized and realized gains (losses)
Increase (decrease) in Net Assets Resulting from Operations
Net Asset Value per Share as of the End of the Quarter
Investment Income
Net Expenses (1)
Net Investment Income (2)
Total unrealized and realized gains (losses)
Increase (decrease) in Net Assets Resulting from Operations
Net Asset Value per Share as of the End of the Quarter
Net expenses include income taxes, including any excise taxes.
Net investment income excludes $ 943 of expenses incurred at formation.
15. Subsequent Events
The Company’s management has evaluated subsequent events through the date of issuance of the Consolidated Financial Statements included herein. There have been no subsequent events, except as already disclosed, that occurred during such period that would require disclosure in this Form 10-K or would be required to be recognized in the Consolidated Financial Statements as of and for the period ended December 31, 2025 .
I TEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
I TEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be disclosed by us in the reports we file or submit under the Exchange Act.
Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on our evaluation under the framework in Internal Control—Integrated Framework , management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
I TEM 9B. OTHER INFORMATION
None .
ITEM 9C. DISC LOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
P ART III
I TEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our business and affairs are managed under the direction of the Board of Trustees. The responsibilities of the Board of Trustees include, among other things, the oversight of our investment activities, the quarterly and non-quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities. Our Board of Trustees consists of nine members, five of whom are not “interested persons” of the Company or of the Adviser as defined in Section 2(a)(19) of the 1940 Act and are “independent,” as determined by the Board of Trustees. These individuals are referred to as “Independent Trustees.” Our Board of Trustees elects the Company’s officers, who serve at the discretion of the Board of Trustees.
Board of Trustees and Executive Officers
Trustees
Information regarding the Board of Trustees is as follows:
Name
Age
Position
Trustee Since
Interested Trustees:
Robert (“Bo”) Stanley
Chief Executive Officer, Trustee
Joshua Easterly
Chair of the Board, Trustee
Jennifer Gordon
Trustee
David Stiepleman
Trustee
Independent Trustees:
Richard Higginbotham
Trustee
Hurley Doddy
Trustee
Judy Slotkin
Trustee
Ronald Tanemura
Trustee
John D. Hershey
Trustee
Each trustee will hold office until his or her death, resignation, removal or disqualification. The address for each of our trustees is c/o Sixth Street Lending Partners, 2100 McKinney Avenue, Suite 1500, Dallas, TX 75201.
Executive Officers
Information regarding the executive officers of the Company that are not Trustees is as follows:
Name
Age
Position
Ian Simmonds
Chief Financial Officer
Michael Graf
Deputy Chief Financial Officer, Vice President and Principal Accounting Officer
Anton Brett
Chief Compliance Officer and Secretary
Each officer holds office at the pleasure of the Board until the next election of officers or until his or her successor is duly elected and qualifies.
Biographical Information
Trustees
Our trustees have been divided into two groups — interested trustees and Independent Trustees. An interested trustee is an “interested person” as defined in Section 2(a)(19) of the 1940 Act. An Independent Trustee is a trustee who is not an “interested person.”
Interested Trustees
Robert (“Bo”) Stanley was appointed Chief Executive Officer of the Company and elected a trustee of the Company in December 2025. Mr. Stanley is also a Partner of Sixth Street and co-head of Sixth Street Growth. Mr. Stanley focuses on originating transactions in the software, payment systems, data infrastructure and business services sectors. Mr. Stanley was previously with Wells Fargo Capital Finance, a provider of specialized senior secured financing to companies throughout the U.S. and Canada, from 2000 to 2011. While at Wells Fargo, Mr. Stanley served in multiple roles in an underwriting and origination capacity. From 2006 to 2011, Mr.
Stanley was a Director of Loan Originations where he was responsible for lead development and generation of commercial loans. He holds a B.S. in Business Administration with a concentration in Finance from the University of Maine.
Joshua Easterly was elected a trustee and Chairman of the Company in June 2022. Mr. Easterly is a Co-Founding Partner and Co-President of Sixth Street and the Co-Chief Investment Officer of the Adviser. Between 2008 and 2010, he was a Managing Director at Goldman, Sachs & Co. in the Americas Special Situations Group, which invested Goldman’s capital in both the public markets and private transactions in distressed and special situations. Between 2006 and 2008, he served as a Director, Management Committee Member and Co-Head of the Goldman Sachs Specialty Lending Group. Prior to joining Goldman, Sachs & Co. in March 2006, Mr. Easterly was Senior Vice President, Northeast Regional Originations Manager at Wells Fargo Capital Finance, or WFCF, formerly known as Wells Fargo Foothill and Foothill Capital Corporation, the commercial finance company of Wells Fargo and Company. Mr. Easterly graduated from California State University, Fresno with a Bachelor of Science in Business Administration, magna cum laude. Mr. Easterly’s depth of experience investing in a variety of distressed and special situations transactions as well as his extensive knowledge of the business and operations of Sixth Street provides the Board with valuable insight and expertise.
Jennifer Gordon was elected a trustee of the Company in June 2022. Ms. Gordon is a Vice President of the Company and is a Partner, Co-Chief Operating Officer and Chief Compliance Officer of Sixth Street. Prior to joining Sixth Street, from 2004 to 2014, she held various positions at Goldman, Sachs & Co., including most recently as a Managing Director co-heading Americas Securities Division Compliance. Ms. Gordon was previously an associate at the law firm of White & Case LLP. Ms. Gordon holds a J.D. from Fordham University School of Law and B.A. in International Relations from the University of Michigan. Ms. Gordon’s regulatory and operational knowledge provides the Board with valuable insight in the financial services sector.
David Stiepleman was elected a trustee of the Company in June 2022. Mr. Stiepleman is a Vice President of the Company. He is a Co-Founding Partner, Co-President and Co-Chief Operating Officer of Sixth Street. Mr. Stiepleman has been a cross-border corporate lawyer, senior executive and business builder for over 20 years, starting and running businesses, and representing clients, in the U.S., Europe and Asia. Mr. Stiepleman is a strategic advisor to Concrete Rose, an early stage investment platform deploying financial and social capital to underrepresented founders of color. He also serves on the Advisory Council for Mt. Tamalpais College (f/k/a Prison University Project), a college-degree awarding program at San Quentin Prison. Mr. Stiepleman received a B.A. in French and Political Science from Amherst College and a J.D. from Columbia University. Mr. Stiepleman’s legal, regulatory and operational experience provides the Board with valuable knowledge and guidance.
Independent Trustees
Richard Higginbotham was elected a trustee of the Company in June 2022. From September 2010, he was a director of Healthcare Finance Group LLC until its sale in 2013. Between July 2008 and March 2010, Mr. Higginbotham was a director and then chairman of Tygris Commercial Finance Group, Inc., where he also served on the risk committee. From 2004 to 2005, Mr. Higginbotham was the President of Asset Based Lending and Leasing at Bank of America. Prior to that, he worked for 35 years, including in various senior executive positions, at Fleet Bank, Fleet Financial Group, Inc. and FleetBoston Financial, Inc. Mr. Higginbotham holds a B.A. in Political Science from Brown University. Mr. Higginbotham’s depth of experience in senior executive positions in the financial sector provides the Board with valuable experience, insight and perspective in the credit sector.
Hurley Doddy was elected a trustee of the Company in June 2022. Mr. Doddy is a Managing Director, Founding Partner and Co-Chief Executive Officer of Emerging Capital Partners, a private equity fund manager focused on Africa. Mr. Doddy is an experienced chief executive and board director with over 38 years of investing for growth across international borders, over multiple business cycles and in many industries and has served on boards of companies listed in the US, Europe, and Africa. Prior to founding Emerging Capital Partners in 1999, Mr. Doddy was an Executive Director at Sumitomo Finance International in London. Mr. Doddy’s career in finance began at Salomon Brothers in 1984, lasting over 14 years with assignments in New York, Tokyo, and Sao Paulo where he gained a wealth of experience in bond trading, hedge management, fixed income & equity derivatives, and emerging markets investing. Mr. Doddy holds an A.B. in Economics from Princeton University and a Chartered Financial Analyst (CFA) designation. Mr. Doddy’s breadth of experience across financial markets and products, geographies, along with his focus on risk management, provides the Board with valuable insight and perspective in the credit sector.
Judy Slotkin was elected a trustee of the Company in June 2022. Ms. Slotkin retired as a Managing Director from Bank of America in 2015, where she most recently led business development and relationship management for the New York market as part of the Market Executive team in private wealth management. Prior to joining Bank of America in 2010, Ms. Slotkin served as the Chief Risk Officer at Everspan Financial Guaranty. Prior to joining Everspan, Ms. Slotkin served various leadership roles at Citigroup, including Department Head of the Corporate Finance Division, where she led origination, trading and sales of asset-backed securities, commercial paper on an agency basis, loan note trading and investment grade loan syndications. During her career at Citigroup, Ms. Slotkin also served as the Credit Head of the Corporate Finance Division and Municipal Credit Head of the Public Finance Department. Ms. Slotkin holds a B.S. in Accounting from Fairleigh Dickinson University and an M.B.A. in Finance from Fordham University. She previously served as a director, chair of the nominating and corporate governance committee and a member of the audit committee for Siga Technologies, Inc. and a director and chair of the audit committee for Nephros, Inc. Ms. Slotkin’s numerous
management positions and broad experiences within financial institutions provide the Board with valuable knowledge and insight in the financial services sector.
Ronald Tanemura was elected a trustee of the Company in June 2022. Since 2012, Mr. Tanemura has served as a director of post-reorganization Lehman Brothers Holdings Inc. in New York. Also, from 2012 to 2019, he served as a non-executive director of ICE Clear Credit in Chicago and, from 2009 to 2019, he served as a non-executive director of ICE Clear Europe in London, both wholly owned subsidiaries of Intercontinental Exchange, Inc. Prior to that, Mr. Tanemura was an Advisory Director and Partner at Goldman, Sachs & Co. from 2000 to 2006 where he was the Global Co-Head of Credit Derivatives and a member of the Fixed Income, Currency and Commodities Risk Committee and Firmwide Credit Policy Committee. In addition, Mr. Tanemura has led a variety of fixed income businesses, working at Deutsche Bank from 1996 to 2000 and at Salomon Brothers from 1985 to 1996. Mr. Tanemura holds an A.B. in Computer Science from the University of California, Berkeley and currently serves on the Board of Talcott Resolution Life Insurance Company and certain affiliates. Mr. Tanemura’s extensive experience in the financial markets provides the Board with valuable industry-specific knowledge.
John D. Hershey was elected a trustee of the Company in November 2025. Mr. Hershey previously worked from 2008 to 2023 at the Oregon State Treasury, most recently as Director of Investments, where he helped manage investment portfolios across all asset classes. Prior to that role, Mr. Hershey was the Director of Alternative Investments, with overall responsibility for private equity, real estate, real assets, hedge fund, private credit, and opportunity portfolios. Previously, Mr. Hershey was a managing director at an early-stage venture firm and a managing director at Banc of America Securities. Mr. Hershey has a BA in Economics from the University of California, Davis and an MBA from the University of Chicago. He served from 2018-2023 as a board member of the Institutional Limited Partners Association (ILPA), and Vice Chair from 2020-2022. He currently is a member of the board of trustees of the Oregon Health & Science University Foundation and is a member of the board of directors of Sixth Street Specialty Lending, Inc., Talcott Financial Group Investments, Blackstone Private Equity Strategies Fund L.P. and Blackstone Infrastructure Strategies L.P. Mr. Hershey's extensive experience across diverse financial sectors provides the Board with valuable industry-specific knowledge.
Executive Officers Who Are Not Trustees
Ian Simmonds is the Chief Financial Officer of the Company and a Partner of Sixth Street. From 2005 to 2015, Mr. Simmonds was a member of the Financial Institutions Group at Bank of America Merrill Lynch’s Global Investment Bank in New York, most recently as a Managing Director. From 2000 to 2003, Mr. Simmonds was Managing Director at Principal Global Investors, the asset management unit of The Principal Financial Group, based in Singapore. Prior to this role, Mr. Simmonds was a Senior Vice President at Bankers Trust Australia from 1995 to 2000 (acquired by Principal in 1999), and worked in public accounting at KPMG from 1989 to 1995. Mr. Simmonds holds a Bachelor of Commerce from the University of New South Wales, a Master of Applied Finance from Macquarie University, and an M.B.A. from the Wharton School of the University of Pennsylvania. He is a Chartered Accountant.
Michael Graf is Deputy Chief Financial Officer, Vice President and Principal Accounting Officer of the Company. From 2010 to 2013, Mr. Graf was a Vice President in Alternative Investments at U.S. Bancorp Fund Services, LLC. From 2006 to 2010, Mr. Graf was an Accounting Manager at GSC Group, Inc., a private investment firm. Prior to working at GSC Group Inc., Mr. Graf worked in public accounting at KPMG from 2004 to 2006. Mr. Graf holds a B.S. in Finance and Accounting from the Leonard N. Stern School of Business at New York University. He is a Certified Public Accountant.
Anton Brett is the Chief Compliance Officer and Secretary of the Company and a Managing Director of Sixth Street. Prior to joining Sixth Street, from 2017 to 2020, he was a Senior Associate at Scopia Capital Management, LP. From 2014 to 2017, Mr. Brett was an Associate at the law firm of Willkie Farr & Gallagher LLP. From 2009 to 2011, he was an Analyst, and later a Senior Analyst, at the law firm of Kobre & Kim LLP. Mr. Brett holds a J.D. from Duke University School of Law and B.A. in International Relations and Slavic Studies, magna cum laude, from Brown University.
Other Officers Who Are Not Trustees
Alan Waxman is a Vice President of the Company. Mr. Waxman is a Co-Founding Partner and Chief Executive Officer of Sixth Street. Prior to co-founding Sixth Street, Mr. Waxman was a Partner at Goldman, Sachs & Co. and Chief Investment Officer of its largest proprietary investing business, the Americas Special Situations Group. Sixth Street continues an investment philosophy Mr. Waxman and Sixth Street’s founding partner group began developing over 20 years ago while building complementary businesses to invest Goldman’s capital in public and private markets across the capital structure in companies, assets, and idiosyncratic opportunities. Mr. Waxman is a Founding LP and Strategic Advisor to Concrete Rose, an early stage investment platform deploying financial and social capital to underrepresented founders of color. He and other Sixth Street team members began advising Concrete Rose leadership on the firm’s formation in 2018 and Sixth Street is a Founding Strategic Partner. Mr. Waxman holds a B.A. in International Relations from the University of Pennsylvania and currently serves on the Board of Overseers for the University of Pennsylvania College of Arts and Sciences. He is a Board Member Emeritus for Tipping Point Community and serves on the Advisory Council for the Boys and Girls Club of the Peninsula, which are both focused on fighting poverty and inequality of opportunity in the San Francisco Bay Area.
Craig Hamrah is a Vice President of the Company, Senior Credit Underwriter of the Adviser and Partner of Sixth Street. Mr. Hamrah was previously with Silver Point Capital, where he was a senior deal underwriter and oversaw the portfolio in the private finance group. From 2004 to 2005, Mr. Hamrah was a Senior Vice President at the Royal Bank of Scotland. From 1997 to 2004, Mr. Hamrah was an Executive Vice President at Emigrant Business Credit Corp, a subsidiary of Emigrant Savings Bank. Mr. Hamrah started his career at The CIT Group in 1990 working in the commercial finance and equipment finance divisions. He holds a B.A. in Business Economics from Brown University.
Steven Pluss is a Vice President of the Company. He is a Co-Founding Partner of Sixth Street and has also been the Chief Risk Officer since 2013, as well as the Chief Financial Officer from 2013 to 2016. Prior to joining Sixth Street, Mr. Pluss was a Managing Director and co-head of the Goldman Sachs Specialty Lending Group at Goldman, Sachs & Co., where he worked from 2004 to 2013. From 1999 to 2004, Mr. Pluss was a Partner, Founder and Managing Member of RTV Ventures, a special situations lending joint venture with Goldman, Sachs & Co. Mr. Pluss holds a B.B.A. from Texas A&M University and an M.B.A. from Southern Methodist University.
Michael Fishman is a Vice President of the Company and is a Sixth Street Partner. He has been an executive in corporate lending for more than 30 years with senior management experience in credit, portfolio management and primary loan originations. Prior to joining Sixth Street, Mr. Fishman was the Executive Vice President and National Director of Loan Originations for WFCF, formerly known as Wells Fargo Foothill and Foothill Capital Corporation. In this role, Mr. Fishman sat on the senior investment committee and was responsible for primary and secondary lending, loan distribution and syndications, strategic transactions and new lending products. From 2000 to 2007, he built the team that grew WFCF’s assets under management from approximately $2 billion to over $10 billion. Mr. Fishman has also contributed to various industry publications and panel discussions, and has sat on the Board of the American Bankruptcy Institute. He holds a Bachelor of Science in Finance from Rochester Institute of Technology. Mr. Fishman’s extensive experience in the credit markets provides the Board with valuable industry-specific knowledge.
Joshua Peck is a Vice President of the Company and a Partner and General Counsel of Sixth Street. Prior to joining Sixth Street in 2015, Mr. Peck was an Associate with Weil, Gotshal & Manges LLP, focused on private equity and mergers and acquisitions. He holds a J.D. from Fordham Law School and a B.A. in Government from Cornell University. Mr. Peck serves on the Board of Directors of Legal Aid at Work, a non-profit legal services organization that has been assisting low-income, working families for one than 100 years. He also serves on the Advisory Council of the Law Firm Antiracism Alliance, which brings together law firms and legal services organizations to identify and dismantle structural and systemic racism in the law.
Leadership Structure and Risk Oversight Responsibilities
Our Board monitors and performs an oversight role with respect to our business and affairs, including with respect to investment practices and performance, compliance with regulatory requirements, cybersecurity and the services, expenses and performance of service providers to us. Among other things, our Board approves the appointment of our Adviser and our officers, reviews and monitors the services and activities performed by our investment adviser and our officers.
Our Board designates a chairman to preside over the meetings of the Board and to perform other duties as may be assigned to him by the Board. We do not have a fixed policy as to whether the chairman of the Board should be an Independent Trustee and believe that we should maintain the flexibility to select the chairman and reorganize the leadership structure, from time to time, based on the criteria that is in our best interests and the best interests of our shareholders at such times.
Mr. Easterly serves as the chairman of our Board. We believe that Mr. Easterly’s familiarity with our investment platform and extensive knowledge of the financial services industry qualifies him to serve as the chairman of our Board.
Our Board does not currently have a designated lead Independent Trustee. We are aware of the potential conflicts that may arise when a non-Independent Trustee is chairman of the Board, but believe these potential conflicts are offset by our strong corporate governance practices. Our corporate governance practices will include regular meetings of the Independent Trustees in executive session without the presence of interested trustees and management, as well as the establishment of a Nominating and Corporate Governance Committee and an Audit Committee, each consisting solely of Independent Trustees for the purposes of the NYSE corporate governance rules and, in the case of the Audit Committee, Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). During executive sessions, the chairman of the Audit Committee or his/her designee will act as presiding trustee. In addition, our corporate governance practices include the appointment of our Chief Compliance Officer, with whom the Independent Trustees meet in executive session without the presence of interested trustees and other members of management for administering our compliance policies and procedures. While certain non-management members of our Board currently participate on the boards of directors of other companies, we do not view their participation as excessive or as interfering with their duties on our Board.
Our Board of Trustees performs its risk oversight function primarily through (i) its standing committees, which report to the entire Board of Trustees and are comprised solely of independent Trustees, and (ii) active monitoring by our chief compliance officer in accordance with our compliance policies and procedures.
As described below in more detail under “—Board Committees—Audit Committee,” the Audit Committee assists the Board in fulfilling its risk oversight responsibilities. The Audit Committee’s risk oversight responsibilities include overseeing our accounting and financial reporting processes, our systems of internal controls regarding finance and accounting, and audits of our financial statements. The Audit Committee also discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies.
Our Board also performs its risk oversight responsibilities with the assistance of the Chief Compliance Officer. Our Chief Compliance Officer prepares a written report annually discussing the adequacy and effectiveness of our compliance policies and procedures. The Chief Compliance Officer’s report, which will be reviewed by the Board, will address:
the adequacy of our compliance policies and procedures and certain of our service providers since the last report;
any material changes to these policies and procedures or recommended changes; and
any compliance matter that has occurred about which the Board would reasonably need to know to oversee our compliance activities and risks.
Further, we believe that the Board's structure and practices will enhance its risk oversight because our Independent Trustees separately meet in executive sessions with the Chief Compliance Officer (periodically, typically every quarter, but in no event less than once each year) and independent registered public accounting firm without any conflict that could be perceived to discourage critical review.
We believe that the Board’s role in risk oversight will be effective and appropriate given the extensive regulation to which we are already subject as a business development company (“BDC”). Specifically, as a BDC, we must comply with numerous regulatory requirements that control the levels of risk in its business and operations, including limitations under the 1940 Act on the amount of borrowings, debt securities or preferred stock we may incur or issue and we are limited in our ability to enter into transactions with our affiliates, including investing in any portfolio company in which one of our affiliates currently has an investment. In addition, we generally have to invest at least 70% of our total assets in “qualifying assets” and, subject to certain exceptions, we generally are not permitted to invest in any portfolio company in which our affiliates currently has an investment. In addition, we elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). As a RIC, we must, among other things, meet certain source of income, asset diversification and distribution requirements.
Oversight of our investment activities extends to oversight of the risk management processes employed by the Adviser as part of its day-to-day management of our investment activities. The Board of Trustees reviews risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board of Trustee’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however, that the Board of Trustees’ oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.
We believe that the Board’s role in risk oversight must be evaluated on a case-by-case basis and that its existing role in risk oversight is appropriate.
Communications with Trustees
Our Board has established procedures whereby our shareholders and other interested parties may communicate with any member of our Board, the chairman of any of our Board committees or with our non-management trustees as a group by mail addressed to the applicable trustees or trustee group, in the care of the Chief Compliance Officer, Anton Brett, Sixth Street Lending Partners, 888 7th Avenue, 35th Floor, New York, NY 10106. Such communications should specify the intended recipient or recipients. All such communications, other than unsolicited commercial solicitations, will be forwarded to the appropriate trustee, or trustees, for review.
In addition, information on how to report issues related to financial statement disclosures, accounting, internal accounting controls or auditing matters to our Board or the Independent Trustees via email is available upon request.
Board Committees
We currently have two standing committees: the Audit Committee and the Nominating and Corporate Governance Committee.
Audit Committee
The Audit Committee operates pursuant to the Audit Committee Charter. The Audit Committee Charter sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to serve as an independent and objective party to assist the
Board in fulfilling its responsibilities for our accounting and reporting processes and the audits of its financial statements by overseeing and monitoring:
the quality and integrity of our financial statements;
the adequacy of our system of internal controls;
the financial reporting process, including the valuation of investments, the review of the independence and performance of, as well as communicate openly with, our independent registered public accounting firm; and
our compliance with legal and regulatory requirements.
Our Audit Committee has the sole authority to approve the engagement, and review the performance of, our independent registered public accounting firm.
Our Board has designated Ms. Slotkin as an “audit committee financial expert” pursuant to the provisions of Item 407(d)(5) of Regulation S-K, and, pursuant to the Audit Committee Charter, our Audit Committee consists solely of members who are independent trustees for the purposes of the applicable NYSE corporate governance rules and Rule 10A-3 under the Exchange Act.
Messrs, Higginbotham, Doddy, Tanemura and Hershey, and Ms. Slotkin are members of the Audit Committee and Ms. Slotkin serves as Chairman. Our Board has determined that the service of Mr. Hershey on the audit committees of more than three public companies does not impair his ability to effectively serve on the Audit Committee, given Mr. Hershey’s extensive experience as an audit professional, his proficiency in accounting, and his knowledge of the Company.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee operates pursuant to the Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee Charter sets forth the responsibilities of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for:
selecting, researching and nominating trustees for election by our shareholders;
selecting nominees to fill vacancies on the Board or a committee of the Board;
developing and recommending to the Board a set of corporate governance principles; and
overseeing the evaluation of the Board and our management.
The Nominating and Corporate Governance Committee considers nominees to the Board recommended by a shareholder, if that shareholder complies with the advance notice provisions of our bylaws.
The members of the Nominating and Corporate Governance Committee are Messrs. Higginbotham, Doddy, Tanemura and Hershey, and Ms. Slotkin, each of whom is independent for purposes of the NYSE corporate governance rules, and each of whom is not an “interested person” of the Company, of the Adviser, or of any of their respective affiliates as defined in Section 2(a)(19) of the 1940 Act. Mr. Higginbotham serves as Chairman.
Dollar Range of Equity Securities Beneficially Owned by Trustees
The following table sets forth the dollar range of our equity securities as of February 13, 2026.
Name of Trustees
Dollar Range of Equity Securities in the Fund (1)(2)
Interested Trustees (1)
Robert (“Bo”) Stanley
Over $100,000
Joshua Easterly
Over $100,000
Jennifer Gordon
Over $100,000
David Stiepleman
Over $100,000
Independent Trustees (1)
Richard Higginbotham
Over $100,000
Hurley Doddy
Over $100,000
Judy Slotkin
Over $100,000
Ronald Tanemura
Over $100,000
John D. Hershey
None
(1) Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Exchange Act.
(2) The dollar range of equity securities beneficially owned are: none, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000 or over $100,000.
Code of Ethics
As required by the Advisers Act and the 1940 Act, we and the Adviser have adopted codes of ethics which apply to, among others, our officers, including our Chief Executive Officer and Chief Financial Officer, as well as our Adviser’s officers, trustees and employees. The codes of ethics establish procedures for personal investments and restrict certain personal securities transactions. Personnel subject to the codes may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the codes’ requirements. There have been no material changes to the codes or material waivers of the codes that apply to our Chief Executive Officer or Chief Financial Officer. Because we are a private company, we have not adopted a "code of ethics" as defined by Item 406 of Regulation S-K; however, we plan to adopt such a code in connection with an Exchange Listing that may occur in the future.
Insider Trading Policies and Procedures
The Company has adopted an Insider Trading Policy, which, among other things, governs the purchase and sale, and/or other disposition of the Company’s securities by all trustees, officers and employees (including temporary employees) of the Company, the Adviser and their respective subsidiaries, and which the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations. Furthermore, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with applicable laws, rules and regulations.
I TEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers
We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of our Adviser, which is also our Administrator, or its affiliates, pursuant to the terms of the Investment Advisory Agreement and the Administration Agreement, as applicable. Our day-to-day investment operations will be managed by the Adviser. Most of the services necessary for the sourcing and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates.
For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of its officers who provide operational and administrative services under the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). See “ ITEM 1. BUSINESS — Management Agreements ” and “ ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND TRUSTEE INDEPENDENCE .”
Compensation of Trustees
We pay each Independent Trustee the following amounts for serving as a trustee:
a $125,000 annual retainer;
$2,500 for each meeting of the Board attended;
$1,500 for each monthly telephonic update meeting attended;
$1,000 for each committee meeting of ours attended; and
an additional fee of $15,000 per year for the chairman of the Audit Committee and $10,000 per year for the chairman of the Nominating and Corporate Governance Committee.
During the year ended December 31, 2025, we also reimbursed trustees for certain out-of-pocket expenses each Independent Trustee incurred in connection with the fulfillment of his or her duties as an Independent Trustee.
The following table sets forth information concerning total compensation earned by or paid to each of our Independent Trustees during the fiscal year ended December 31, 2025:
Fees Earned or Paid in Cash
Total
Hurley Doddy
Richard Higginbotham
Judy Slotkin
Ronald Tanemura
John D. Hershey
No compensation is paid to our trustees who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act.
Compensation Committee Interlocks and Insider Participation
We currently do not have a compensation committee of our Board and our Board does not make determinations regarding compensation of executive officers because we do not directly pay any compensation to our executive officers.
Policies and Practices Related to the Timing of Equity Awards
We do not grant options, and accordingly, we have no policy, program, practice, or plan pertaining to the timing of stock option
grants with respect to the release of material non-public information . Furthermore, given that we do not directly compensate our
executive officers, we also have not timed the release of material non-public information for the purpose of affecting the value of
executive compensation.
I TEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets forth, as of February 13, 2026, the beneficial ownership of each person known to us to beneficially own 5% or more of the outstanding shares, all of our trustees and named executive officers, individually, and all of our trustees and officers together as a group. Percentage of beneficial ownership is based on 150,578,335 shares outstanding as of February 13, 2026.
To our knowledge, as of February 13, 2026, there were no persons that owned 25% or more of our outstanding voting securities and no person would be deemed to control us, as such term is defined in the 1940 Act.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the shares. Ownership information for those persons who beneficially own 5% or more of our shares is based upon Schedule 13D or Schedule 13G filings by such persons with the SEC and other information obtained from such persons, if available.
Such ownership information is as of the date of the applicable filing and may no longer be accurate.
Type of Ownership
Number
Percentage
Interested Trustees (1)
Robert (“Bo”) Stanley
Record/Beneficial
Joshua Easterly
Record/Beneficial
Jennifer Gordon
Record/Beneficial
David Stiepleman
Record/Beneficial
Independent Trustees (1)
Richard Higginbotham
Record/Beneficial
Hurley Doddy
Record/Beneficial
Judy Slotkin
Record/Beneficial
Ronald Tanemura
Record/Beneficial
John D. Hershey
Record/Beneficial
Named Executive Officers Who Are Not Trustees (1)
Ian Simmonds
Record/Beneficial
Michael Graf
Record/Beneficial
Anton Brett
Record/Beneficial
Other
State of Michigan Retirement System (8)
Record/Beneficial
Sixth Street Lending Partners Note Issuer, LLC (9)
Record/Beneficial
Flourish Investment Corporation (10)
Record/Beneficial
The Public Institution for Social Security (11)
Record/Beneficial
All Officers and Trustees as a group (18 persons)
Record/Beneficial
* Represents less than 1%.
The address for all of the Company’s officers and trustees is c/o Sixth Street Lending Partners, 2100 McKinney Avenue, Suite 1500, Dallas TX 75201.
Such shares are held indirectly through entities for which Mr. Stanley has pass through voting power and no dispositive power.
Such shares are held indirectly through entities for which Mr. Easterly has pass through voting power and no dispositive power.
Such shares are held indirectly through entities for which Ms. Gordon has pass through voting power and no dispositive power.
Such shares are held indirectly through entities for which Mr. Stiepleman has pass through voting power and no dispositive power.
Such shares are held indirectly through entities for which Mr. Simmonds has pass through voting power and no dispositive power.
Such shares are held indirectly through an entity for which Mr. Graf has pass through voting power and no dispositive power.
The principal address for State of Michigan Retirement System (“Michigan”) is 2501 Coolidge Road Suite 400 East Lansing, Michigan 48823. Information obtained from a Schedule 13G filed by Michigan with the SEC, reporting share ownership as of December 31, 2024. Based on that filing and other information obtained from such person, Michigan maintains the sole power to vote or dispose of 12,888,879 shares.
The principal address for Sixth Street Lending Partners Note Issuer, LLC (“Note Issuer”) is 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201. Information obtained from a Schedule 13D filed by Note Issuer with the SEC, reporting share ownership as of December 17, 2024. Based on that filing and other information obtained from such person, Note Issuer maintains the sole power to vote or dispose of 10,471,527 shares.
The principal address for Flourish Investment Corporation (“Flourish”) is New Poly Plaza, No.1 Chaoyangmen Beidajie, Dongcheng District, Beijing 100010, People’s Republic of China. Information obtained from a Schedule 13G filed by Flourish with the SEC, reporting share ownership as of December 17, 2024. Based on that filing and other information obtained from such person, Flourish maintains the sole power to vote or dispose of 8,705,567 shares.
The principal address for The Public Institution for Social Security (“PIFSS”) is AlMurqab, Al-Soor St, Ta’aminat Building, Kuwait City 13104 Kuwait. Information obtained from a Schedule 13D filed by PIFSS with the SEC, reporting share ownership as of December 17, 2024. Based on that filing and other information obtained from such person, PIFSS maintains the sole power to vote or dispose of 10,311,099 shares.
Securities Authorized for Issuance Under Equity Compensation Plans
We do not have any equity compensation plans.
I TEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTION, AND TRUSTEE INDEPENDENCE
(a) Transactions with Related Persons, Promoters and Certain Control Persons
Advisory Agreement; Administration Agreement
We have entered into the Investment Advisory Agreement with the Adviser pursuant to which we will pay Management Fees and Incentive Fees to the Adviser and the Administration Agreement with the Administrator. In addition, pursuant to the Investment Advisory Agreement and the Administration Agreement, we will reimburse the Adviser and Administrator for certain expenses as they occur. See “ ITEM 1. BUSINESS— Management Agreements .” Each of the Investment Advisory Agreement and the Administration Agreement has been approved by the Board of Trustees. Unless earlier terminated, each of the Investment Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first becomes effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board of Trustees, including a majority of Independent Trustees, or by the holders of a majority of our outstanding voting securities.
Co-Investment Relief
The Adviser has received an exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions. Pursuant to such order, the Board of Trustees may establish Board Criteria clearly defining co-investment opportunities in which the Company will have the opportunity to participate with one or more Sixth Street managed funds that target similar assets. If an investment falls within the Board Criteria, the Sixth Street must offer an opportunity for the Company to participate. The Company may determine to participate or not to participate, depending on whether the Adviser determines that the investment is appropriate for the Company (e.g., based on investment strategy). If the Adviser determines that such investment is not appropriate for us, the investment will not be allocated to us, but the Adviser will be required to report such investment and the rationale for its determination for us to not participate in the investment to the Board of Trustees at the next quarterly board meeting.
License Agreement
We have entered into a License Agreement with Austin IP, LLC that grants us a non-exclusive, royalty-free license to use the mark “Sixth Street” and any derivative thereof.
Transactions with Promoters and Certain Control Persons
The Adviser may be deemed a promoter of the Company. We have entered into the Investment Advisory Agreement with the Adviser and the Administration Agreement with the Administrator. The Adviser, for its services to us, is entitled to receive management fees and incentive fees in addition to the reimbursement of certain expenses. The Administrator, for its services to us, is entitled to receive reimbursement of certain expenses. In addition, under the Investment Advisory Agreement and Administration Agreement, to the extent permitted by applicable law and in the discretion of our Board, we have indemnified the Adviser and the Administrator and certain of their affiliates. See “ ITEM 1. BUSINESS .”
Statement of Policy Regarding Transactions with Related Persons
The Board conducts quarterly reviews of any potential related party transactions brought to its attention and, during these reviews, it will consider any conflicts of interest brought to its attention pursuant to the Company’s compliance policies and procedures. Each of the Company’s trustees and officers is subject to the Company’s Code of Ethics, which places restrictions on related party transactions, and is instructed and periodically reminded to inform the Company’s Chief Compliance Officer or her designee of any potential related party transactions. In addition, each such trustee and executive officer completes a questionnaire on an annual basis designed to elicit information about any potential related party transactions.
Trustee Independence
For information regarding the independence of our trustees, see “ ITEM 10. TRUSTEES, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. ”
I TEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The audit committee and the independent trustees of our Board have selected KPMG LLP to serve as the independent registered public accounting firm for Company for the fiscal years ending December 31, 2025 and December 31, 2024.
KPMG LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in us or our affiliates.
Year Ended December 31, 2025
Year Ended December 31, 2024
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
Total Fees
Audit Fees : Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements and reviews of the consolidated financial statements filed with the SEC on Forms 10-K and 10-Q.
Audit-Related Fees : Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”. These services include, among other things, providing comfort letters, consents and review of documents filed with the SEC, as well as attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
Tax Services Fees : Tax services fees consist of fees billed for professional tax services. These services also include assistance regarding federal, state, and local tax compliance.
All Other Fees : Other fees would include fees for products and services other than the services reported above.
The Audit Committee of our Board operates under a written charter adopted by the Board. The Audit Committee is currently composed of Messrs. Doddy, Higginbotham, Tanemura, Hershey, and Ms. Slotkin.
Management is responsible for the Company’s internal controls and the financial reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (US) and expressing an opinion on the conformity of those audited financial statements in accordance with accounting principles generally accepted in the United States and for auditing and reporting on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee is also directly responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm.
Pre-Approval Policy
The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by KPMG LLP, the Company’s independent registered public accounting firm. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such service does not impair the auditor’s independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.
Review with Management
The Audit Committee has reviewed the audited financial statements, along with management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and met and held discussions with management regarding the audited financial statements and its assessment of the effectiveness of the Company’s internal control over financial reporting. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit Committee also reviewed the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s Chief Executive Officer and Chief Financial Officer that are required in periodic reports filed by the Company with the SEC. The Audit Committee is satisfied that the Company’s internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.
Review and Discussion with Independent Registered Public Accounting Firm
The Audit Committee has reviewed and discussed the Company’s audited financial statements, along with management’s assessment of the effectiveness of the Company’s internal control over financial reporting and KPMG LLP’s evaluation of the Company’s internal control over financial reporting, with management and KPMG LLP, the Company’s independent registered public accounting firm, with and without management present. The Audit Committee included in its review the results of KPMG’s examinations, the Company’s internal controls and the quality of the Company’s financial reporting.
The Audit Committee also has discussed with KPMG matters relating to KPMG’s judgments about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by Public Company Accounting Oversight Board Auditing Standard No. 16, Communications with Audit Committees. In addition, the Audit Committee has discussed with KPMG their independence from management and the Company, as well as the matters in the written disclosures received from KPMG and required by Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence. The Audit Committee received a written communication from KPMG confirming their independence and discussed it with them. The Audit Committee discussed and reviewed with KPMG the Company’s critical accounting policies and practices, other material written communications to management, and the scope of KPMG’s audits and all fees paid to KPMG during the fiscal year. The Audit Committee has adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by KPMG for the Company. The Audit Committee has reviewed and considered the compatibility of KPMG’s performance of non-audit services with the maintenance of KPMG’s independence as the Company’s independent registered public accounting firm.
Conclusion
The Audit Committee also recommended the selection of KPMG LLP to serve as the independent registered public accounting firm for the year ended December 31, 2025.
P ART IV
I TEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Annual Report:
Financial Statements—Financial statements are included in Item 8. See the Index to the consolidated financial statements on page F-1 of this annual report on Form 10-K.
Financial Statement Schedules—None. We have omitted financial statements schedules because they are not required or are not applicable, or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements included in this annual report on Form 10-K.
Exhibits—The following is a list of all exhibits filed as a part of this annual report on Form 10-K, including those incorporated by reference.
Second Amended and Restated Declaration of Trust (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10 filed on August 22, 2022)
Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10 filed on June 28, 2022)
Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on June 28, 2022)
Description of Securities (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on February 16, 2024)
Indenture, dated as of March 11, 2024, between Sixth Street Lending Partners and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 15, 2024)
First Supplemental Indenture, dated as of March 11, 2024, between Sixth Street Lending Partners and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 15, 2024)
Form of 6.500% Notes Due 2029 (included in Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 15, 2024 and incorporated by reference)
Second Supplemental Indenture, dated as of June 17, 2024, between Sixth Street Lending Partners and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on June 17, 2024)
Third Supplemental Indenture, dated as of September 16, 2024, between Sixth Street Lending Partners and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on September 20, 2024)
Form of 5.750% Note Due 2030 (included in Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on September 20, 2024 and incorporated by reference)
Fourth Supplemental Indenture, dated as of January 13, 2025, between Sixth Street Lending Partners and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on January 17, 2025)
Form of 6.125% Note Due 2030 (included in Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on January 17, 2025 and incorporated by reference)
Advisory Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10 filed on June 28, 2022)
Administration Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 filed on June 28, 2022)
Trademark and License Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form 10 filed on June 28, 2022)
Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10 filed on June 28, 2022)
Expense Support and Conditional Reimbursement Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on June 28, 2022)
Fund of Funds Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form 10 filed on August 22, 2022)
Senior Secured Revolving Credit Agreement, dated January 19, 2023, between Sixth Street Lending Partners, the Lenders and Issuing Banks party thereto and Truist Bank as Administrative Agent. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 24, 2023)
First Amendment to Senior Secured Revolving Credit Agreement, dated as of February 8, 2024, among Sixth Street Lending Partners, as Borrower, the Lenders and Issuing Banks party thereto and Truist Bank, as Administrative Agent (incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 9, 2024)
Third Amendment to Senior Secured Revolving Credit Agreement, dated as of March 4, 2025, among Sixth Street Lending Partners, as Borrower, the Lenders and Issuing Banks party thereto and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 2, 2025)
Fourth Amendment to Senior Secured Credit Agreement, dated as of September 23, 2025, among Sixth Street Lending Partners, as Borrower, the Lenders and Issuing Banks party thereto and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on November 5, 2025)
Statement of Policy on Insider Trading for Sixth Street Lending Partners (incorporated by reference to Exhibit 19.1 to the Company's Annual report on Form 10-K filed on February 14, 2025)
Subsidiaries of Sixth Street Lending Partners
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Report of Independent Registered Public Accounting Firm on Supplemental Information
101.INS
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ITEM 16. FORM 10-K SUMMARY
Not applicable.
SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 13, 2026
SIXTH STREET LENDING PARTNERS
/s/ Robert (“Bo”) Stanley
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 13, 2026.
Signature
Title
/s/ Robert (“Bo”) Stanley
Robert (“Bo”) Stanley
Chief Executive Officer and Trustee (Principal Executive Officer)
/s/ Ian Simmonds
Ian Simmonds
Chief Financial Officer (Principal Financial Officer)
/s/ Michael Graf
Michael Graf
Deputy Chief Financial Officer (Principal Accounting Officer)
/s/ Joshua Easterly
Joshua Easterly
Trustee and Chairman of the Board of Trustees
/s/ Judy Slotkin
Judy Slotkin
Trustee and Chairman of the Audit Committee
/s/ Jennifer Gordon
Jennifer Gordon
Trustee
/s/ Richard A. Higginbotham
Richard A. Higginbotham
Trustee
/s/ Hurley Doddy
Hurley Doddy
Trustee
/s/ David Stiepleman
David Stiepleman
Trustee
/s/ Ronald K. Tanemura
Ronald K. Tanemura
Trustee
/s/ John D. Hershey
John D. Hershey
Trustee
