TSLX 10-K Annual Report Dec. 31, 2024

TPG SPECIALTY LENDING, INC.

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10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 , 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-36364

Sixth Street Specialty Lending, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	27-3380000
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2100 McKinney Avenue , Suite 1500 , Dallas , TX	75201
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: ( 469 ) 621-3001

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TSLX	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-Accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant on June 28, 2024, based on the closing price on that date of $21.35 on The New York Stock Exchange, was approximately $ 1,921,778,947 . The number of shares of the registrant’s common stock, $.01 par value per share, outstanding at February 13, 2025 was 93,661,436 .

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s proxy statement for the 2025 annual meeting of stockholders are incorporated by reference in Part III.

Auditor Firm Id: 185 Auditor Name: KPMG LLP Auditor Location: New York, New York

SIXTH STREET SPECIALTY LENDING, INC.

Index to Annual Report on Form 10-K for

Year Ended December 31, 2024


		PAGE
PART I
ITEM 1.	Business	4
ITEM 1A.	Risk Factors	27
ITEM 1B.	Unresolved Staff Comments	56
ITEM 1C.	Cybersecurity	56
ITEM 2.	Properties	57
ITEM 3.	Legal Proceedings	57
ITEM 4.	Mine Safety Disclosures	57

PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	58
ITEM 6.	Reserved	61
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	62
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	87
ITEM 8.	Consolidated Financial Statements and Supplementary Data	F- 1
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89
ITEM 9A.	Controls and Procedures	89
ITEM 9B.	Other Information	89
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	89

PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	90
ITEM 11.	Executive Compensation	90
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	90
ITEM 14.	Principal Accountant Fees and Services	90

PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	91
ITEM 16.	Form 10-K Summary	95

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about us, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

In addition to factors previously identified elsewhere in the reports and other documents Sixth Street Specialty Lending, Inc. has filed with the Securities and Exchange Commission, or SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

an economic downturn, could impair our portfolio companies’ abilities to continue to operate, which could lead to the loss of some or all of our investments in those portfolio companies;

•

such an economic downturn could disproportionately impact the companies in which we have invested and others that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

•

such an economic downturn could also impact availability and pricing of our financing;

•

an inability to access the capital markets could impair our ability to raise capital and our investment activities;

•

inflation could negatively impact our business, including our ability to access the debt markets on favorable terms, or could negatively impact our portfolio companies; and

•

the risks, uncertainties and other factors we identify in the section entitled “Risk Factors” in this Annual Report and elsewhere in our filings with the SEC.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report should not be regarded as a representation by us that our plans and objectives will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Annual Report. We do not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Annual Report because we are an investment company.

The “TSLX” and “TAO” marks are marks of Sixth Street.

P ART I

In this Annual Report, except where the context suggests otherwise, the terms “TSLX,” “we,” “us,” “our,” and “the Company” refer to Sixth Street Specialty Lending, Inc. The term “Adviser” refers to Sixth Street Specialty Lending Advisers, LLC, a Delaware limited liability company. The term “Sixth Street” refers to Sixth Street Partners, LLC.

I TEM 1. BUSINESS

General

Our Company

We are a specialty finance company focused on lending to middle-market companies. Since we began our investment activities in July 2011, through December 31, 2024, we have originated approximately $46.2 billion aggregate principal amount of investments and retained approximately $10.9 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income primarily in U.S.-domiciled middle-market companies through direct originations of senior secured loans and, to a lesser extent, originations of mezzanine and unsecured loans and investments in corporate bonds and equity securities.

By “middle-market companies,” we mean companies that have annual earnings before interest, income taxes, depreciation and amortization, or EBITDA, which we believe is a useful proxy for cash flow, of $10 million to $250 million, although we may invest in larger or smaller companies on occasion. As of December 31, 2024, our core portfolio companies, which exclude certain investments that fall outside of our typical borrower profile and represent 95.4% of our total investments based on fair value, had weighted average annual revenue of $336.0 million and weighted average annual EBITDA of $110.2 million. As of December 31, 2024, our core portfolio companies had a median annual revenue of $146.9 million and a median annual EBITDA of $53.1 million.

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on equity investments, capital gains on the sale of investments and various loan origination and other fees.

We have operated as a business development company, or a BDC, since we began our investment activities in July 2011. In conducting our investment activities, we believe that we benefit from the significant scale and resources of our Adviser and its affiliates.

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.

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.”

As of December 31, 2024, we had investments in 116 portfolio companies (including one structured credit investment, which includes each series of collateralized loan obligation as a separate portfolio company investment), the average investment size in each of our portfolio companies was approximately $30.3 million based on fair value. Portfolio companies includes investments in structured credit investments, which include each series of collateralized loan obligation as a portfolio company investment. When excluding investments in structured credit investments the average investment in our remaining portfolio companies was approximately $30.6 million as of December 31, 2024. 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, 2024, the largest single investment based on fair value represented 2.3% of our total investment portfolio.

As of December 31, 2024, our portfolio was invested across 21 different industries. The largest industry in our portfolio as of December 31, 2024 was Internet Services, which represented, as a percentage of our portfolio, 16.4% of the total portfolio based on fair value.

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 Investment Advisers Act of 1940, as amended (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 Chairman and Chief Executive Officer and our Adviser’s Co-Chief Investment Officer Joshua Easterly and our Adviser’s Co-Chief Investment Officer Alan Waxman, both 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 Sixth Street Partners, LLC or “Sixth Street.”

Sixth Street is a global investment business with over $100 billion of assets under management as of December 31, 2024. Sixth Street’s direct lending platforms include Sixth Street Specialty Lending and Sixth Street Lending Partners, which are aimed at U.S. upper middle-market loan originations, 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 650 investment and operating professionals. As of December 31, 2024, seventy-two (72) of these personnel are dedicated to direct lending, including fifty-seven (57) investment professionals.

Our Adviser consults with Sixth Street in connection with a substantial number of our investments. The Sixth Street platform provides us with the 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 December 16, 2014, we were granted an exemptive order from the SEC that allows us to co-invest, subject to certain conditions and to the extent the size of an investment opportunity exceeds the amount our Adviser has independently determined is appropriate to invest, with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States and certain “follow-on” investments in companies in which we have already co-invested pursuant to the order and remain invested. On January 16, 2020, we filed a further application for co-investment exemptive relief with the SEC to better align our existing co-investment relief with more recent SEC exemptive orders. Subsequent further applications were also made, most recently as June 29, 2022. On August 3, 2022, the SEC granted the new order in response to our application.

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. See “ Regulation as a Business Development Company—Transactions with our Affiliates.”

The Adviser is responsible for managing our day-to-day business affairs, including implementing investment policies and strategic initiatives set by our Investment Team and managing our portfolio under the general oversight of our Investment Review Committee.

On April 15, 2011, we entered into the Investment Advisory Agreement with our Adviser. The Investment Advisory Agreement was subsequently amended on December 12, 2011. Under the Investment Advisory Agreement, the Adviser provides investment advisory services to us.

Under the terms of the Investment Advisory Agreement, 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 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”). For a discussion of the Management Fee and Incentive Fee payable by us to the Adviser, see “ Management Agreements—Investment Advisory Agreement; Administration Agreement; License Agreement .” Our Board monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.

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 November 2024, our Board renewed the Investment Advisory Agreement and the Administration Agreement. Unless earlier terminated, the Investment Advisory Agreement will remain in effect until November 2025, and may be extended subject to required approvals.

Investment Criteria/Guidelines

Investment Decision Process

Our investment approach involves, among other things:

•

an assessment of the markets, overall macroeconomic environment and how the assessment may impact industry and investment selection;

•

substantial company-specific research and analysis; and

•

with respect to each individual company, an emphasis on capital preservation, low volatility and management of downside risk.

The foundation of our investment philosophy incorporates intensive analysis, a management discipline based on both market technical and fundamental value-oriented research, and consideration of diversification within our portfolio. We follow a rigorous investment process based on:

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a comprehensive analysis of issuer creditworthiness, including a quantitative and qualitative assessment of the issuer’s business;

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an evaluation of management and its economic incentives;

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an analysis of business strategy and industry trends; and

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an in-depth examination of a prospective portfolio company’s capital structure, financial results and projections.

We seek to identify those companies exhibiting superior fundamental risk-reward profiles and strong defensible business franchises, while focusing on the absolute and relative value of the investment.

Investment Process Overview

Origination and Sourcing

The substantial majority of our investments are not intermediated and are originated without the assistance of investment banks or other traditional Wall Street sources. In addition to executing direct calling campaigns on companies based on the Adviser’s sector and macroeconomic views, our Investment Team also maintains direct contact with financial sponsors, banks, corporate advisory firms, industry consultants, attorneys, investment banks, “club” investors and other potential sources of investment opportunities. The substantial majority of our deals are informed by our current sector views and are sourced directly by our Adviser through our network of contacts. We also identify opportunities through our Adviser’s relationships with Sixth Street.

Due Diligence Process

The process through which an investment decision is made involves extensive research into the company, its industry, its growth prospects and its ability to withstand adverse conditions. If the investment team responsible for the transaction determines that an investment opportunity should be pursued, we will engage in an intensive due diligence process. Though each transaction will involve a somewhat different approach, our diligence of each opportunity may include:

•

understanding the purpose of the capital requirement, the key personnel and variables, as well as the sources and uses of the proceeds;

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meeting the company’s management, including top and middle-level executives, to get an insider’s view of the business, and to probe for potential weaknesses in business prospects;

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checking management’s backgrounds and references;

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performing a detailed review of historical financial performance, including performance through various economic cycles, and the quality of earnings;

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contacting customers and vendors to assess both business prospects and standard practices;

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conducting a competitive analysis, and comparing the company to its main competitors on an operating, financial, market share and valuation basis;

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researching the industry for historic growth trends and future prospects as well as to identify future exit alternatives;

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assessing asset value and the ability of physical infrastructure and information systems to handle anticipated growth;

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leveraging Sixth Street internal resources with institutional knowledge of the company’s business; and

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investigating legal and regulatory risks and financial and accounting systems and practices.

Selective Investment Process

After an investment has been identified and preliminary diligence has been completed, a credit research and analysis report is prepared. This report is reviewed by senior investment professionals. If these senior and other investment professionals are supportive of pursuing the potential investment, then a more extensive due diligence process is employed. Additional due diligence with respect to any investment may be conducted on our behalf by attorneys, independent accountants, and other third-party consultants and research firms prior to the closing of the investment, as appropriate, on a case-by-case basis.

Issuance of Formal Commitment

Approval of an investment requires the approval of the Investment Review Committee. Once we have determined that a prospective portfolio company is suitable for investment, we work with the management or financial sponsor of that company and its other capital providers, including senior, junior and equity capital providers, if any, to finalize the structure and terms of the investment.

Portfolio Monitoring

The Adviser has a number of methods of evaluating and monitoring the performance of our investments, which may include the following:

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assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

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periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

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comparisons to other companies in the industry;

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attendance at, and participation in, board meetings; and

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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:

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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.

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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.

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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.

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A rating of 5 indicates an investment is in default on its interest and/or principal payments. For these investments, our Adviser reviews the investment 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.

For more information on the investment performance ratings of our portfolio, see “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Portfolio and Investment Activity.”

Investment Review Committee

The Adviser manages our portfolio under the general oversight of the Investment Review Committee. The Investment Review Committee includes certain individuals who are senior personnel of the Adviser and Sixth Street, as well as certain other persons appointed by the Adviser from time to time. Our Investment Team and the Investment Review Committee are supported by and have access to the investment professionals, analytical capabilities and support personnel of Sixth Street.

Structure of Investments

Since beginning our investment activities in July 2011, we have sought to generate current income primarily in U.S.-domiciled 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 and equity and other investments.

Debt Investments

The terms of our debt investments are tailored to the facts and circumstances of each transaction and prospective portfolio company. We negotiate the structure of each investment to protect our rights and manage our risk while providing funding to help the portfolio company achieve its business plan. We invest in the following types of debt:

•

First-lien debt. First-lien debt is typically senior on a lien basis to other liabilities in the issuer’s capital structure and has the benefit of a first-priority security interest in assets of the issuer. The security interest ranks above the security interest of any second-lien lenders in those assets. Our first-lien debt may include stand-alone first-lien loans, “last out” first-lien loans, “unitranche” loans and secured corporate bonds with similar features to these categories of first-lien loans.

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Stand-alone first-lien loans. Stand-alone first-lien loans are traditional first-lien loans. All lenders in the facility have equal rights to the collateral that is subject to the first-priority security interest.

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“Last out” first-lien loans. “Last out” first-lien loans have a secondary priority behind super-senior “first out” first-lien loans in the collateral securing the loans in certain circumstances. The arrangements for a “last out” first-lien loan are set forth in an “agreement among lenders,” which provides lenders with “first out” and “last out” payment streams based on a single lien on the collateral. Since the “first out” lenders generally have priority over the “last out” lenders for receiving payment under certain specified events of default, or upon the occurrence of other triggering events under intercreditor agreements or agreements among lenders, the “last out” lenders bear a greater risk and, in exchange, receive a higher effective interest rate, through arrangements among the lenders, than the “first out” lenders or lenders in stand-alone first-lien loans. Agreements among lenders also typically provide greater voting rights to the “last out” lenders than the intercreditor agreements to which second-lien lenders often are subject.

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“Unitranche” loans. Unitranche loans combine features of first-lien, second-lien and mezzanine debt, generally in a first-lien position. In many cases, we may provide the borrower most, if not all, of the capital structure above the equity. The primary advantages to the borrower are the ability to negotiate the entire debt financing with one lender and the elimination of intercreditor issues.

•

Second-lien debt. Our second-lien debt may include secured loans, and, to a lesser extent, secured corporate bonds, with a secondary priority behind first-lien debt. Second-lien debt typically is senior on a lien basis to other liabilities in the issuer’s capital structure and has the benefit of a security interest over assets of the issuer, though ranking junior to first-lien debt secured by those assets. First-lien lenders and second-lien lenders typically have separate liens on the collateral, and an intercreditor agreement provides the first-lien lenders with priority over the second-lien lenders’ liens on the collateral.

•

“Mezzanine” and “Unsecured” debt. Structurally, mezzanine debt usually ranks subordinate in priority of payment to first-lien and second-lien debt and may not have the benefit of financial covenants common in first-lien and second-lien debt. Unsecured debt may rank junior as it relates to proceeds in certain liquidations where it does not have the benefit of a lien in specific collateral held by creditors (typically first lien and/or second lien) who have a perfected security interest in such collateral. However, both mezzanine and unsecured debt ranks senior to common and preferred equity in an issuer’s capital structure. Mezzanine and unsecured debt investments generally offer lenders fixed returns in the form of interest payments and mezzanine debt will often provide lenders an opportunity to participate in the capital appreciation, if any, of an issuer through an equity interest. This equity interest typically takes the form of an equity co-investment or warrants. Due to its higher risk profile and often less restrictive covenants compared to senior secured loans, mezzanine and unsecured debt generally bears a higher stated interest rate than first-lien and second-lien debt.

Our debt investments are typically structured with the maximum seniority and collateral that we can reasonably obtain while seeking to achieve our total return target. We seek to limit the downside potential of our investments by:

•

requiring a total return on our investments (including both interest and potential equity appreciation) that compensates us for credit risk; and

•

negotiating covenants in connection with our investments that afford our portfolio companies as much flexibility in managing their businesses as possible, consistent with preservation of our capital. Such restrictions may include affirmative covenants (including reporting requirements), negative covenants (including financial covenants), lien protection, change of control provisions and board rights, including either observation or rights to a seat on the board under some circumstances.

Among the types of first-lien debt in which we invest, we generally are able to obtain higher effective interest rates on our “last out” first-lien loans than on other types of first-lien loans, since our “last-out” first-lien loans generally are more junior in the capital structure. Within our portfolio, we aim to maintain the appropriate proportion among the various types of first-lien loans, as well as second-lien debt and mezzanine debt, which allows us to achieve our target returns while maintaining our targeted amount of credit risk.

Equity and Other Investments

Our loans may include an equity interest in the issuer, such as a warrant or profit participation right. In certain instances, we also will make equity investments, although those situations are generally limited to those cases where we are also making an investment in a more senior part of the capital structure of the issuer.

Investments

As of December 31, 2024 and December 31, 2023, we had made investments with an aggregate fair value of $3,518.4 million and $3,283.1 million, respectively, in 116 and 136 portfolio companies, respectively.

Investments consisted of the following at December 31, 2024 and December 31, 2023:


	December 31, 2024
					Net Unrealized
($ in millions)	Amortized Cost (1)		Fair Value		Gain (Loss)
First-lien debt investments	$	3,298.0	$	3,302.5	$	4.5
Second-lien debt investments		53.2		19.8		(33.4	)
Mezzanine debt investments		37.1		39.1		2.0
Equity and other investments		149.4		155.5		6.1
Structured credit investments (2)		1.5		1.5		0.0
Total Investments	$	3,539.2	$	3,518.4	$	(20.8	)

(1)

Amortized cost represents the original cost adjusted for the amortization of discounts or premiums, as applicable, on debt investments using the effective interest method.

(2)

Amounts round to less than $0.1 million


	December 31, 2023
					Net Unrealized
($ in millions)	Amortized Cost (1)		Fair Value		Gain (Loss)
First-lien debt investments	$	2,956.1	$	2,996.2	$	40.1
Second-lien debt investments		51.4		36.0		(15.4	)
Mezzanine debt investments		38.0		39.5		1.5
Equity and other investments		152.6		155.6		3.0
Structured credit investments		52.9		55.8		2.9
Total Investments	$	3,251.0	$	3,283.1	$	32.1

(1)

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, 2024 and December 31, 2023 was as follows:


	December 31, 2024			December 31, 2023
Automotive		1.2	%		1.3	%
Business Services		13.3	%		18.0	%
Chemicals		0.9	%		0.8	%
Communications		3.5	%		3.3	%
Education		5.0	%		5.3	%
Electronics		0.8	%	—
Financial Services		8.6	%		11.1	%
Healthcare		7.5	%		8.9	%
Hotel, Gaming and Leisure		7.4	%		3.7	%
Human Resource Support Services		10.2	%		11.2	%
Insurance		0.2	%		0.1	%
Internet Services		16.4	%		15.1	%
Manufacturing		3.5	%		2.5	%
Marketing Services		0.3	%		0.3	%
Office Products		0.4	%		0.5	%
Oil, Gas and Consumable Fuels		2.7	%		4.7	%
Other		1.9	%		2.9	%
Pharmaceuticals		2.9	%	—
Real Estate (1)		0.0	%	—
Retail and Consumer Products		9.7	%		8.2	%
Transportation		3.6	%		2.1	%
Total		100.0	%		100.0	%

(1) Value sums to less than 0.1%

We classify the industries of our portfolio companies by end-market (such as Internet Services, and Business Services) and not by the product or services (such as Software) directed to those end-markets.

The geographic composition of investments at fair value at December 31, 2024 and December 31, 2023 was as follows:


	December 31, 2024			December 31, 2023
United States
Midwest		14.3	%		10.7	%
Northeast		21.7	%		25.4	%
South		20.6	%		20.7	%
West		28.8	%		32.0	%
Australia		1.1	%		1.8	%
Canada		3.1	%		4.5	%
Finland (1)		0.0	%		0.0	%
France		0.1	%	—
Germany		1.7	%		0.3	%
Italy		0.6	%	—
Luxembourg	—				0.1	%
Netherlands		0.3	%		0.1	%
Norway		2.8	%		1.5	%
Sweden		0.3	%	—
United Kingdom		4.6	%		2.9	%
Total		100.0	%		100.0	%

(1) Value sums to less than 0.1%

Investment Commitments

As of December 31, 2024 and December 31, 2023, we had the following commitments to fund investments in current portfolio companies:


($ in millions)	December 31, 2024		December 31, 2023
Alaska Bidco Oy - Delayed Draw & Revolver	$	0.2	$	0.2
Alpha Midco, Inc. - Delayed Draw & Revolver		0.5		0.5
American Achievement, Corp. - Revolver		2.4		2.4
Apellis Pharmaceuticals, Inc. - Delayed Draw		5.3		—
Aptean, Inc. - Delayed Draw & Revolver		1.1		—
Arrow Buyer, Inc. - Delayed Draw		5.5		7.6
Arrowhead Pharmaceuticals, Inc. - Delayed Draw		32.0		—
Artisan Bidco, Inc. - Revolver		5.7		5.7
ASG II, LLC - Delayed Draw		—		3.4
Avalara, Inc. - Revolver		3.9		3.9
AVSC Holding Corp. - Revolver		4.8		—
Axonify, Inc. - Delayed Draw		0.7		3.4
Azurite Intermediate Holdings, Inc. - Revolver & Equity		5.6		—
Babylon Finco Limited - Delayed Draw		0.3		—
Banyan Software Holdings, LLC - Delayed Draw		3.9		10.0
Bayshore Intermediate #2, L.P. - Revolver		3.6		1.9
BCTO Ace Purchaser, Inc. - Delayed Draw & Revolver		0.3		0.5
BCTO Bluebill Buyer, Inc. - Delayed Draw		4.1		5.1
Bear OpCo, LLC - Delayed Draw		—		1.2
Ben Nevis Midco Limited - Delayed Draw		1.4		—
BlueSnap, Inc. - Delayed Draw & Revolver		5.1		2.5
BTRS Holdings, Inc. - Delayed Draw & Revolver		3.0		5.6
Cirrus (Bidco) Ltd - Delayed Draw		0.4		—
Cordance Operations, LLC - Delayed Draw & Revolver		6.7		2.0
Coupa Holdings, LLC - Delayed Draw & Revolver		6.8		6.8
Crewline Buyer, Inc. - Revolver & Equity		6.1		6.1
Disco Parent, Inc. - Revolver		0.5		0.5
Dye & Durham Corp. - Revolver		—		1.2
EDB Parent, LLC - Delayed Draw		5.1		11.4
Edge Bidco B.V. - Delayed Draw & Revolver		1.0		1.1
Elysian Finco Ltd. - Delayed Draw & Revolver		1.9		4.7
Elysium BidCo Limited - Revolver		2.5		—
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver		1.9		8.9
EMS Linq, Inc. - Revolver		4.6		8.8
Erling Lux Bidco SARL - Delayed Draw & Revolver		2.8		3.2
Eventus Buyer, LLC - Delayed Draw & Revolver		10.0		—
ExtraHop Networks, Inc. - Delayed Draw & Revolver		3.4		9.8
Flight Intermediate HoldCo, Inc. - Delayed Draw		37.9		—
ForeScout Technologies, Inc. - Delayed Draw & Revolver		0.8		3.4
Fullsteam Operations, LLC - Delayed Draw & Revolver		8.9		11.2
Galileo Parent, Inc. - Revolver		5.5		6.8
Greenshoot Bidco B.V. - Revolver		0.4		—
Heritage Environmental Services, Inc. - Delayed Draw & Revolver		2.5		—
Hippo XPA Bidco AB - Delayed Draw & Revolver		1.7		—
HireVue, Inc. - Revolver		2.5		6.9
Hornetsecurity Holding GmbH - Delayed Draw & Revolver		—		2.1
Ibis Intermediate Co. - Delayed Draw		—		6.3
IRGSE Holding Corp. - Revolver		0.5		0.9
Kangaroo Bidco AS - Delayed Draw		4.4		9.4
Kryptona BidCo US, LLC - Revolver		2.2		—
Kyriba Corp. - Revolver		—		2.5
Laramie Energy, LLC - Delayed Draw		—		7.7
LeanTaaS Holdings, Inc. - Delayed Draw		18.8		38.0


Lucidworks, Inc. - Delayed Draw		—		0.8
Lynx BidCo - Delayed Draw & Revolver		0.9		—
Marcura Equities LTD - Delayed Draw & Revolver		9.1		11.7
Merit Software Finance Holdings, LLC - Delayed Draw & Revolver		11.8		—
Netwrix Corp. - Delayed Draw & Revolver		—		13.1
OutSystems Luxco SARL - Delayed Draw		—		2.2
Passport Labs, Inc. - Revolver		—		2.8
PDI TA Holdings, Inc. - Delayed Draw & Revolver		3.3		—
Ping Identity Holding Corp. - Revolver		—		2.3
PrimePay Intermediate, LLC - Delayed Draw		4.0		—
PrimeRevenue, Inc. - Revolver		6.3		6.3
Project44, Inc. - Delayed Draw		—		19.9
QSR Acquisition Co. - Delayed Draw		15.0		—
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver		1.4		6.3
Raptor US Buyer II Corp. - Revolver		0.7		—
ReliaQuest Holdings, LLC - Delayed Draw & Equity		—		4.4
Sapphire Software Buyer, Inc. - Revolver		3.2		—
Scorpio Bidco - Delayed Draw		0.5		—
Severin Acquisition, LLC - Delayed Draw & Revolver		5.0		—
Shiftmove GmbH - Delayed Draw		13.6		—
Sky Bidco S.p.A. - Delayed Draw		3.6		—
SkyLark UK DebtCo Limited - Delayed Draw		6.9		7.1
SL Buyer Corp. - Delayed Draw		11.2		13.2
SMA Technologies Holdings, LLC - Revolver		1.0		—
Sport Alliance GmbH - Revolver		0.6		—
Tango Management Consulting, LLC - Delayed Draw & Revolver		1.5		11.0
TradingScreen, Inc. - Revolver		0.8		—
TRP Assets, LLC - Delayed Draw		10.2		1.0
Truck-Lite Co., LLC - Delayed Draw & Revolver		8.7		—
USA Debusk LLC - Delayed Draw & Revolver		2.8		—
Varinem German Bidco GmbH - Delayed Draw		3.6		—
Wrangler Topco, LLC - Delayed Draw & Revolver		1.4		0.4
Total Portfolio Company Commitments (1)(2)	$	356.3	$	316.1

(1)

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.

(2)

Our estimate of the fair value of the current investments in these portfolio companies includes as analysis of the fair value of any unfunded commitments.

Other Commitments and Contingencies

As of December 31, 2024 and December 31, 2023, 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, 2024, management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

Competition

We compete for investments with a number of capital providers, including BDCs, other investment funds (including private debt and equity funds and venture capital funds), special purpose acquisition company sponsors, investment banks with underwriting activities, hedge funds that invest in private investments in public equities, traditional financial services companies such as commercial banks, and other sources of financing, including the broadly syndicated loan market and high yield capital market. Many of these capital providers have greater financial and managerial resources than we do. In addition, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC. For additional information concerning the competitive risks we expect to face, see “ ITEM 1A. RISK FACTORS—Risks Related to Our Business and Structure—We operate in a highly competitive market for investment opportunities. ”

Capital Resources and Borrowings

We anticipate generating cash in the future from cash flows from operations, including interest received on our cash and cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less, and through issuances of common stock.

Additionally, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after each such issuance. As of December 31, 2024 and December 31, 2023, our asset coverage was 182.5% and 181.6%, respectively. See “ Regulation as a Business Development Company—Senior Securities ” below.

Furthermore, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders (which may cause us to fail to distribute amounts necessary to avoid entity-level taxation under the Code), or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. In addition, we must also comply with positive and negative covenants customary for these types of facilities.

Debt obligations consisted of the following as of December 31, 2024 and December 31, 2023:


	December 31, 2024
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,700.0	$	1,004.1	$	674.2	$	988.6
2026 Notes		300.0		300.0	—			280.5
2028 Notes		300.0		300.0	—			294.1
2029 Notes		350.0		350.0	—			337.9
Total Debt	$	2,650.0	$	1,954.1	$	674.2	$	1,901.1

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2026 Notes, 2028 Notes and 2029 Notes are presented net of deferred financing costs and original issue discounts totaling $15.4 million, $1.8 million, $4.5 million, and $6.9 million, respectively.

(3)

The carrying value of the 2026 Notes, 2028 Notes, and 2029 Notes are presented inclusive of an incremental $(17.6) million, $(1.4) million and $(5.2) million, respectively, which represents an adjustment in the carrying values of the 2026 Notes, 2028 Notes and 2029 Notes, each resulting from a hedge accounting relationship.


	December 31, 2023
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,710.0	$	889.7	$	820.2	$	874.5
2024 Notes		347.5		347.5	—			335.9
2026 Notes		300.0		300.0	—			270.9
2028 Notes		300.0		300.0	—			299.0
Total Debt	$	2,657.5	$	1,837.2	$	820.2	$	1,780.3

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2024 Notes, 2026 Notes and 2028 Notes are presented net of deferred financing costs and original issue discounts totaling $15.2 million, $1.2 million, $3.0 million, and $5.7 million, respectively.

(3)

The carrying value of the 2024 Notes, 2026 Notes, and 2028 Notes are presented inclusive of an incremental $(10.4) million, $(26.1) million and $4.7 million, respectively, which represents an adjustment in the carrying values of the 2024 Notes, 2026 Notes and 2028 Notes, each resulting from a hedge accounting relationship.

For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, the components of interest expense were as follows:


	Year ended
($ in millions)	December 31, 2024			December 31, 2023			December 31, 2022
Interest expense	$	105.2		$	95.5		$	49.9
Commitment fees		4.0			2.9			4.1
Amortization of deferred financing costs		6.9			5.2			5.7
Accretion of original issue discount		1.6			0.9			0.8
Swap settlement		36.5			29.2			2.5
Total Interest Expense	$	154.2		$	133.7		$	63.0
Average debt outstanding	$	1,882.7		$	1,705.6		$	1,342.0
Weighted average interest rate		7.5	%		7.3	%		3.9	%

For more information on our debt, see “ ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS——Financial Condition, Liquidity and Capital Resources. ”

Dividend Policy

To maintain our status as a RIC, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes of an amount equal to at least 90% of our investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term capital gains over net long-term capital losses, as well as other taxable income, excluding any net capital gains reduced by deductible expenses) and 90% of our net tax-exempt income for that taxable year. As a RIC, we generally will not be subject to corporate-level U.S. federal income tax on our investment company taxable income and net capital gains that we distribute to stockholders. In addition, to avoid the imposition of a nondeductible 4% U.S. federal excise tax, we must distribute (or be treated as distributing) in each calendar year an amount at least equal to the sum of:

•

98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a 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 such calendar year; and

•

100% of any income or gains recognized, but not distributed, in preceding years.

We have previously incurred, and can be expected to incur in the future, such excise tax on a portion of our income and gains. While we intend to distribute income and capital gains to minimize exposure to the 4% U.S. federal excise tax, we may not be able to, or may choose not to, distribute amounts sufficient to avoid the imposition of the excise tax entirely. In that event, we will be liable for the excise tax only on the amount by which we do not meet the foregoing distribution requirement. See “ITEM 1A. RISK FACTORS—Risks Related to Our Business and Structure—We will be subject to corporate-level income tax if we are unable to maintain our qualification as a RIC under Subchapter M of the Code, including as a result of our failure to satisfy the RIC distribution requirements.”

Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash dividends or distributions declared by the Board on behalf of investors who do not elect to receive their cash dividends or distributions in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or distribution, then our stockholders who have not elected to “opt out” of our dividend reinvestment plan will have their cash dividends or distributions automatically reinvested in additional common stock as described below.

Those stockholders whose shares are held by a broker or other financial intermediary may receive cash dividends and other distributions in cash by notifying their broker or other financial intermediary of their election.

No action is required on the part of a registered stockholder to have its cash dividend or other distribution reinvested in our common stock. A registered stockholder is able to elect to receive an entire cash dividend or distribution in cash by notifying Equiniti Trust Company, LLC, the plan administrator and our transfer agent and registrar, in writing, so that notice is received by the plan administrator no later than 10 days prior to the record date for the cash dividend or distributions to the stockholders. The plan administrator has set up an account for shares acquired through the plan for each stockholder who has not elected to receive cash dividends or distributions in cash and hold the shares in non-certificated form.

We expect to use primarily newly issued shares to implement the plan, whether our shares are trading at a premium or at a discount to net asset value. We reserve the right to purchase shares in the open market in connection with our implementation of the plan. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a stockholder by the market price per share of our common stock at the close of regular trading on the New York Stock Exchange, or “NYSE,” on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

The number of shares of our common stock that will be outstanding after giving effect to payment of a cash dividend or distribution cannot be established until the value per share at which additional shares will be issued has been determined and elections of our stockholders have been tabulated. The number of shares to be issued to a stockholder pursuant to the foregoing will be rounded down to the nearest whole share to avoid the issuance of fractional shares, with any fractional shares being paid in cash. For non-U.S. stockholders, the number of shares to be issued to the stockholder will be the amount equal to the total dollar amount of the cash dividend or distribution payable, net of applicable withholding taxes.

There are no brokerage charges or other charges to stockholders who participate in the plan. The plan is terminable by us upon notice in writing mailed to each stockholder of record at least 30 days prior to any record date for the payment of any cash dividend or distribution by us. If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a brokerage commission from the proceeds.

Administration

Each of our executive officers is an employee of our Adviser or its affiliates. We do not currently have any employees and do not expect to have any employees. Individuals who are employees of our Adviser or its affiliates provide services necessary for our business under the terms of the Investment Advisory Agreement and the Administration Agreement. Our day-to-day investment operations are managed by our Adviser and the services necessary for the origination and administration of our investment portfolio are provided by investment professionals employed by our Adviser or its affiliates. Our Investment Team focuses on origination and transaction development and the ongoing monitoring of our investments. In addition, we reimburse the Adviser for the allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer, Chief Financial Officer, and other professionals who spend time on those related activities (based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs). See “ Investment Advisory Agreement; Administration Agreement; License Agreement ” below.

In addition to our Adviser, Sixth Street has a team of over 650 investment and operating professionals. As of December 31, 2024, seventy-two (72) of these personnel are dedicated to direct lending, including fifty-seven (57) investment professionals.

Management Agreements

Investment Advisory Agreement; Administration Agreement; License Agreement

On April 15, 2011, we entered into the Investment Advisory Agreement with our Adviser. The Investment Advisory Agreement was subsequently amended on December 12, 2011.

Under the Investment Advisory Agreement, the Adviser:

•

determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing those changes;

•

identifies, evaluates and negotiates the structure of the investments we make (including performing due diligence on our prospective portfolio companies);

•

determines the assets we will originate, purchase, retain or sell;

•

closes, monitors and administers the investments we make, including the exercise of any rights in our capacity as a lender or equity holder; and

•

provides us other investment advisory, research and related services as we may, from time to time, reasonably require for the investment of our funds, including providing operating and managerial assistance to us and our portfolio companies, as required.

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 us are not impaired.

Under the terms of the Investment Advisory Agreement, we pay the Adviser a base management fee (the “Management Fee”) and may also pay certain incentive fees (the “Incentive Fees”).

The Management Fee is calculated at an annual rate of 1.5% based on the average value of our gross assets calculated using the values at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the period. The Management Fee is payable quarterly in arrears.

For each of the years ended December 31, 2024, December 31, 2023, and December 31, 2022, Management Fees (gross of waivers) were $51.8 million, $46.4 million and $39.9 million, respectively.

Any waived Management Fees are not subject to recoupment by the Adviser.

The Adviser intends to waive a portion of the Management Fee payable under the Investment Advisory Agreement by reducing the Management Fee on assets financed using leverage over 200% asset coverage (in other words, over 1.0x debt to equity) (the “Leverage Waiver”). Pursuant to the Leverage Waiver, the Adviser intends to waive the portion of the Management Fee in excess of an annual rate of 1.0% (0.250% per quarter) on the average value of our gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (i) 200% and (ii) the average value of our net asset value at the end of the two most recently completed calendar quarters. For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, Management Fees of $1.5 million, $1.2 million and $0.4 million, respectively, have been waived pursuant to the Leverage Waiver.

The Incentive Fee consists of two parts, as follows:

(i)

The first component, payable at the end of each quarter in arrears, equals 100% of the pre-Incentive Fee net investment income in excess of a 1.5% quarterly “hurdle rate,” the calculation of which is further explained below, until the Adviser has received 17.5% of the total pre-Incentive Fee net investment income for that quarter and, for pre-Incentive Fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-Incentive Fee net investment income for that quarter. The 100% “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5% “hurdle rate” is intended to provide the Adviser with an Incentive Fee of 17.5% on all pre-Incentive Fee net investment income when that amount equals 1.82% in a quarter (7.28% annualized), which is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 17.5% of any pre-Incentive Fee net investment income in excess of 1.82% in any quarter is payable to the Adviser.

Pre-Incentive Fee net investment income means dividends, interest and fee income accrued by us during the calendar quarter, minus our 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 stock, 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 we may not have received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses.

(ii)

The second component, payable at the end of each fiscal year in arrears, equaled 15% through March 31, 2014 and, beginning April 1, 2014, equals a weighted percentage of cumulative realized capital gains from our inception to the end of that fiscal year, less cumulative realized capital losses and unrealized capital losses. This component of the Incentive Fee is referred to as the Capital Gains Fee. Each year, the fee paid for this component of the Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Fee for prior periods. For capital gains that accrue following March 31, 2014, the Incentive Fee rate is 17.5%. We accrue, but do not pay, a Capital Gains Fee with respect to unrealized capital gains because a Capital Gains Fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. The weighted percentage is intended to ensure that for each fiscal year following the completion of the initial public offering ("IPO"), the portion of our realized capital gains that accrued prior to March 31, 2014, is subject to an Incentive Fee rate of 15% and the portion of our realized capital gains that accrued beginning April 1, 2014 is subject to an Incentive Fee rate of 17.5%. 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. As of March 31, 2020, there are no remaining investments that were made prior to April 1, 2014, and as a result, the Incentive Fee rate of 17.5% is applicable to any future realized capital gains.

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 value of our net assets at the end of the immediately preceding calendar quarter.

Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses. Because of the structure of the Incentive Fee, it is possible that we may pay an Incentive Fee in a quarter in which we incur a loss. For example, if we receive pre-Incentive Fee net investment income in excess of the quarterly minimum hurdle rate, we will pay the applicable Incentive Fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses. In addition, because the quarterly minimum hurdle rate is calculated based on our net assets, decreases in our net assets due to realized or unrealized capital losses in any given quarter may increase the likelihood that the hurdle rate is reached and therefore the likelihood of us paying an Incentive Fee for that quarter. Our net investment income used to calculate this component of the Incentive Fee is also included in the amount of our gross assets used to calculate the Management Fee because gross assets are total assets (including cash received) before deducting liabilities (such as declared dividend payments).

Section 205(b)(3) of the Advisers Act, as amended, 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.

For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, Incentive Fees were $40.2 million, $47.0 million, and $24.5 million, respectively, of which $45.5 million, $42.6 million, and $33.4 million, respectively, were realized and payable to the Adviser. For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, $(5.4) million, $4.4 million, and $(8.9) million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of December 31, 2024, these accrued Incentive Fees are not contractually payable to the Adviser. The Adviser did not waive any Incentive Fees for the years ended December 31, 2024, December 31, 2023 and December 31, 2022.

Any waived Incentive Fees are not subject to recoupment by the Adviser.

Since our IPO, with the exception of its waiver of Management Fees and certain Incentive Fees attributable to our ownership of certain investments and the Leverage Waiver, the Adviser has not waived its right to receive any Management Fees or Incentive Fees payable pursuant to the Investment Advisory Agreement.

In November 2024, the Board renewed the Investment Advisory Agreement. Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until November 2025, and may be extended subject to required approvals. The Investment Advisory Agreement will automatically terminate in the event of an assignment and may be terminated by either party without penalty on 60 days’ written notice to the other party.

Our Board monitors the mix and performance of our investments over time and seeks to satisfy itself that the Adviser is acting in our interests and that our fee structure appropriately incentivizes the Adviser to do so.

On March 15, 2011, we entered into the Administration Agreement with our Adviser. Under the terms of the Administration Agreement, the Adviser provides administrative services to us. These services include providing office space, equipment and office services, maintaining financial records, preparing reports to stockholders 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. See “— Payment of Our Expenses ” below. In addition, the Adviser is permitted to delegate its duties under the Administration Agreement to affiliates or third parties and we pay or reimburse the Adviser expenses incurred by any such affiliates or third parties for work done on our behalf. For the years ended December 31, 2024, December 31, 2023, and December 31, 2022, we incurred expenses of $3.9 million, $3.2 million, and $3.1 million, respectively, for administrative services payable under the terms of the Administration Agreement, which are included in Other general and administrative expenses.

From time to time, the Adviser may pay amounts owed by us to third-party providers of goods or services, including the Board, and we will subsequently reimburse the Adviser for such amounts paid on our behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

In November 2024, the Board renewed the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect until November 2025, 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, director or employee of the Adviser or its affiliates and who serves as our director receives any compensation from us for his or her services as a director. However, we reimburse 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 our 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. 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 the percentage of time those individuals devote, on an estimated basis, to our business and affairs and in acting on behalf of us. We may also reimburse the Adviser or its affiliates for the allocable portion of overhead expenses (including rent, office equipment and utilities) attributable thereto. Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

The Adviser does not assume any responsibility to us other than to render the services described in, and on the terms of the Investment Advisory Agreement and the Administration Agreement, and is not responsible for any action of our Board in declining to follow the advice or recommendations of the Adviser. Under the terms of the Investment Advisory Agreement and the Administration Agreement, the Adviser (and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it) shall not be liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement, the Administration Agreement or otherwise as an investment adviser of ours (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services). We shall, to the fullest extent permitted by law, provide indemnification and the right to the advancement of expenses, to each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a member, manager, officer, employee, agent, controlling person of the Adviser or any other person or entity affiliated with the Adviser, or is or was a member of the Adviser’s Investment Review Committee, on the same general terms set forth in Article VIII of our certificate of incorporation.

United States federal and state securities laws may impose liability under certain circumstances on persons who act in good faith. Nothing in the Investment Advisory Agreement will constitute a waiver or limitation of any rights that we may have under any applicable federal or state securities laws.

Payment of Our Expenses

The costs associated with the Investment Team and staff of the Adviser, when and to the extent engaged in providing us investment advisory and management services are paid for by the Adviser. We bear all other costs and expenses of our operations, administration and transactions, including those relating to:

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calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);

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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;

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the costs of any public offerings of our common stock and other securities, including registration and listing fees;

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the Management Fee and any Incentive Fee;

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certain costs and expenses relating to distributions paid on our shares;

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administration fees payable under our Administration Agreement;

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debt service and other costs of borrowings or other financing arrangements;

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the Adviser’s allocable share of costs incurred in providing significant managerial assistance to those portfolio companies that request it;

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amounts payable to third parties relating to, or associated with, making or holding investments;

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transfer agent and custodial fees;

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costs of hedging;

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commissions and other compensation payable to brokers or dealers;

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taxes;

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Independent Director fees and expenses;

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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 spend time on those related activities (based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs);

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the costs of any reports, proxy statements or other notices to our stockholders (including printing and mailing costs), the costs of any stockholders’ meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

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our fidelity bond;

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directors and officers/errors and omissions liability insurance, and any other insurance premiums;

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indemnification payments;

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direct costs and expenses of administration, including audit, accounting, consulting and legal costs; and

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all other expenses reasonably incurred by us in connection with making investments and administering our business.

In addition, from time to time, the Adviser pays amounts owed by us to third-party providers of goods or services, including the Board. We subsequently reimburse the Adviser for those amounts paid on our behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms. We also reimburse the Adviser for the allocable portion of the compensation paid by the Adviser or its affiliates to our Chief Compliance Officer, Chief Financial Officer, and other professionals who spend time on those related activities (based on the percentage of time those individuals devote, on an estimated basis, to our business and affairs).

Duration and Termination

Unless earlier terminated as described below, both the Investment Advisory Agreement and the Administration Agreement will remain in effect until November 2025, and each may be extended subject to required approvals. Each agreement will remain in effect from year to year thereafter if approved annually by our Board or by the affirmative vote of the holders of a majority of our outstanding voting securities, and, in either case, if also approved by a majority of the directors of the Board who are not “interested persons” of us, the Adviser or any of our or its respective affiliates, as defined in the 1940 Act (known as Independent Directors). The Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by the Adviser. Each agreement may be terminated by either party without penalty on 60 days’ written notice to the other party. The holders of a majority of our outstanding voting securities may also terminate each agreement without penalty on 60 days’ written notice. See “ ITEM 1A. RISK FACTORS—Risks Related to Our Business and Structure—We are dependent upon management personnel of the Adviser, Sixth Street, and their affiliates for our future success .”

Indemnification

The Investment Advisory Agreement and the Administration Agreement provide that the Adviser and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it shall not be liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement, the Administration Agreement or otherwise as an investment adviser of ours (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services). We will, to the fullest extent permitted by law, provide indemnification and the right to the advancement of expenses, to each person who was or is made a party or is threatened to be made a party to or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, because he or she is or was a member, manager, officer, employee, agent, controlling person or any other person or entity affiliated with the Adviser, including without limitation the Administrator, or is or was a member of the Adviser’s Investment Review Committee, on the same general terms set forth in our certificate of incorporation. Our obligation to provide indemnification and advancement of expenses is subject to the requirements of the 1940 Act and Investment Company Act

Release No. 11330, which, among other things, preclude indemnification for any liability (whether or not there is an adjudication of liability or the matter has been settled) arising by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, and require reasonable and fair means for determining whether indemnification will be made.

Board Approval of the Investment Advisory Agreement

Our Board, including our Independent Directors, and holders of a majority of our outstanding securities, approved our Investment Advisory Agreement in December 2011. Our Board, including a majority of the Independent Directors, renewed the Investment Advisory Agreement in November 2024. In its consideration of the Investment Advisory Agreement at the time of approval and renewal, the Board focused on information it had received relating to, among other things:

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the nature, quality and extent of the advisory and other services to be provided to us by the Adviser;

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our investment and financial performance on a standalone basis and against a comparative universe of peers;

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the extent to which economies of scale would be realized as we grow, and whether the fees payable under the Investment Advisory Agreement reflect these economies of scale for the benefit of our stockholders;

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comparative data with respect to advisory fees or similar expenses paid by other BDCs with similar investment objectives;

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our expense ratio compared to BDCs with similar investment objectives;

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any existing and potential sources of indirect income to the Adviser from its relationships with us and the profitability of those income sources;

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information about the services to be performed and the personnel performing those services under the Investment Advisory Agreement;

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the organizational and functional capabilities and financial condition of the Adviser and its respective affiliates; and

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the possibility of obtaining similar services from other third-party service providers or through an internally managed structure.

The Board also takes into consideration the reimbursement of expenses incurred by the Adviser on our behalf when determining whether to approve renewal of the Investment Advisory Agreement and the Administration Agreement. No one factor was given greater weight than any others, but rather the Board considered all factors collectively as a whole.

Based on the information reviewed and the discussion thereof, the Board, including a majority of the Independent Directors, concluded that the investment advisory fee rates are reasonable in relation to the services to be provided.

Regulation as a Business Development Company

We are regulated as a BDC under the 1940 Act. A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and making significant managerial assistance available to them. A BDC may use capital provided by public stockholders and from other sources to make long-term, private investments in businesses.

As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements. A majority of our directors must be persons who are not “interested persons,” as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any director or officer against any liability to us or our stockholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after any borrowing or issuance. See “ —Senior Securities ” for more information. In addition, while any preferred stock or publicly traded debt securities are outstanding, we may be prohibited from making distributions to our stockholders or repurchasing securities or shares unless we meet the applicable asset coverage ratio at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see “ ITEM 1A. RISK FACTORS—Risks Related to Our Business and Structure—We borrow money, which magnifies the potential for gain or loss and increases the risk of investing in us .” As of December 31, 2024 and December 31, 2023, our asset coverage was 182.5% and 181.6% respectively.

We may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of a majority of the outstanding voting securities, as required by the 1940 Act. A majority of the outstanding voting securities of a

company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting if more than 50% of the outstanding voting securities of such company are present or represented by proxy, and (b) more than 50% of the outstanding voting securities of such company.

We do not anticipate any substantial change in the nature of our business.

We do not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, except for registered money market funds, we generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of our total assets in the securities of one investment company or invest more than 10% of the value of our total assets in the securities of investment companies in the aggregate. The portion of our portfolio invested in securities issued by investment companies ordinarily will subject our stockholders to additional expenses. Our investment portfolio is also subject to diversification requirements by virtue of our status as a RIC for U.S. federal income tax purposes. See “—Regulated Investment Company Classification” for more information.

In addition, investment companies registered under the 1940 Act and private funds that are excluded from the definition of “investment company” pursuant to either Section 3(c)(1) or 3(c)(7) of the 1940 Act may not acquire directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition), unless the funds comply with an exemption under the 1940 Act. As a result, certain of our investors may hold a smaller position in our shares than if they were not subject to these restrictions.

We are generally not able to issue and sell our common stock at a price below net asset value per share. See “ITEM 1A. RISK FACTORS—Risks Related to Our Business and Structure—Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.” We may, however, elect to issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board determines that the sale is in our best interests and the best interests of our stockholders, and our stockholders have approved our policy and practice of making these sales within the preceding 12 months. Pursuant to approval granted at a special meeting of stockholders held on May 25, 2023, we are currently permitted to sell or otherwise issue shares of our common stock at a price below our then-current net asset value per share, subject to the approval of our Board and certain other conditions. Such stockholder approval expires on May 25, 2024. We may in the future seek such approval again; however, there is no assurance such approval will be obtained. In this case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of such securities. In addition, we may generally issue new common stock at a price below net asset value in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances.

We are subject to periodic examination by the SEC for compliance with the 1940 Act.

Compliance with regulations has not had a material effect on our capital expenditure, earnings or competitive position.

As a BDC, we are subject to certain risks and uncertainties. See “ ITEM 1A. RISK FACTORS—Risks Related to Our Business and Structure. ”

Transactions with our Affiliates

We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates, including our officers, directors, investment adviser, and principal underwriters, and certain of their affiliates, without the prior approval of the members of our Board who are not interested persons and, in some cases, prior approval by the SEC through an exemptive order (other than in certain limited situations pursuant to current regulatory guidance).

On December 16, 2014, we were granted an exemptive order from the SEC that allows us to co-invest, subject to certain conditions and to the extent the size of an investment opportunity exceeds the amount our Adviser has independently determined is appropriate for us to invest, with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States and certain “follow-on” investments in companies in which we have already co-invested pursuant to the order and remain invested. On January 16, 2020, we filed a further application for co-investment exemptive relief with the SEC to better align our existing co-investment relief with more recent SEC exemptive orders. Subsequent further applications were also made, most recently as June 29, 2022. On August 3, 2022, the SEC granted the new order in response to our application.

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.

Further, in accordance with the exemptive order, we have undertaken that, in connection with any commitment to a co-investment or follow-on investment, a “required majority” (as defined in Section 57(o) of the 1940 Act) of Independent Directors must make certain conclusions, including that:

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the terms of the proposed transaction (including the consideration to be paid) are reasonable and fair to us and our stockholders and do not involve overreaching of us or our stockholders on the part of any person concerned;

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the transaction is consistent with the interests of our stockholders and our investment strategies and policies;

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the investment by our affiliate would not disadvantage us, and our participation is not on a basis different from or less advantageous than that of our affiliate; and

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our investment will not benefit any affiliate other than the affiliate participating in the investment, and as otherwise permitted by the order.

Qualifying Assets

Under the 1940 Act, a BDC may not acquire any assets other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. The principal categories of qualifying assets relevant to our business are the following:

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Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

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is organized under the laws of, and has its principal place of business in, the United States;

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is not an investment company (other than a small business investment company wholly owned by us) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

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satisfies any of the following:

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has an equity market capitalization of less than $250 million or does not have any class of securities listed on a national securities exchange;

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is controlled by a BDC or a group of companies including a BDC, the BDC actually exercises a controlling influence over the management or policies of the eligible portfolio company, and, as a result thereof, the BDC has an affiliated person who is a director of the eligible portfolio company; or

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is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

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Securities of any eligible portfolio company that we control;

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Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements;

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Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company;

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Securities received in exchange for or distributed on or with respect to securities described above, or pursuant to the exercise of warrants or rights relating to such securities;

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Cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment.

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as temporary investments, such that at least 70% of our assets are qualifying assets.

Managerial Assistance to Portfolio Companies

A BDC must be operated for the purpose of making investments in the types of securities described under “Qualifying Assets” above. However, to count portfolio securities as qualifying assets for the purpose of the 70% test, the BDC must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, the BDC will satisfy this test if one of the other persons in the group makes available such managerial assistance. Making available managerial assistance means, among other things, either controlling the issuer of the securities or any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does in fact provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Senior Securities

We are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 150% immediately after any borrowing or issuance. In addition, while any preferred stock or publicly-traded debt securities are outstanding, we may be prohibited from making distributions to our stockholders or repurchasing securities or shares unless we meet the applicable asset coverage ratio at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.

The 1940 Act imposes limitations on a BDC’s issuance of preferred stock, which is considered a “senior security” and thus is subject to the 150% asset coverage requirement described above.

As of December 31, 2024 and December 31, 2023, our asset coverage was 182.5% and 181.6% respectively.

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, directors 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.

Compliance Policies and Procedures

We and our Adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and we are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a Chief Compliance Officer to be responsible for administering the policies and procedures.

Proxy Voting Policies and Procedures

We delegate our proxy voting responsibility to our Adviser. The Proxy Voting Policies and Procedures of our Adviser are set forth below. The guidelines are reviewed periodically by the Adviser and our Independent Directors, and, accordingly, are subject to change.

An investment adviser registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, the Adviser recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the Adviser’s investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

The Adviser will vote all proxies based upon the guiding principle of seeking the maximization of the ultimate long-term economic value of our stockholders’ holdings, and ultimately all votes are cast on a case-by-case basis, taking into consideration the contractual obligations under the relevant advisory agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. All proxy voting decisions will require a mandatory conflicts of interest review by our Chief Compliance Officer in

accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote the proxy has an interest in how the proxy is voted that may present a conflict of interest. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any proxy, and these policies and procedures have been designed with that in mind. However, the Adviser reserves the right to abstain on any particular vote or otherwise withhold its vote or consent on any matter if, in the judgment of our Chief Compliance Officer or the relevant investment professional(s), the costs associated with voting such proxy outweigh the benefits to our stockholders or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the relevant stockholder(s).

Privacy Principles

We are committed to maintaining the confidentiality, integrity and security of nonpublic personal information relating to investors. The following information is provided to help investors understand what personal information we collect, how we protect that information and why, in certain cases, we may share information with select other parties.

We generally will not receive any nonpublic personal information relating to stockholders who purchase common stock. We may collect nonpublic personal information regarding certain investors from sources such as subscription agreements, investor questionnaires and other forms; individual investors’ account histories; and correspondence between us and individual investors. We may share information that we collect regarding an investor with our affiliates and the employees of such affiliates for legitimate business purposes, for example, to service the investor’s accounts or provide the investor with information about other products and services offered by us or our affiliates that may be of interest to the investor. In addition, we may disclose information that we collect regarding investors to third parties who are not affiliated with us (i) as authorized by our investors in investor subscription agreements or our organizational documents; (ii) as required by law or in connection with regulatory or law enforcement inquiries; or, (iii) as otherwise permitted by law to the extent necessary to effect, administer or enforce investor transactions or our transactions.

Any party that receives nonpublic personal information relating to investors from us is permitted to use the information only for legitimate business purposes or as otherwise required or permitted by applicable law or regulation. In this regard, our officers, employees and agents and those of our affiliates, access to such information is restricted to those who need such access to provide services to us and our investors. We maintain physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information.

Reporting Obligations

We will furnish our stockholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports, as we determine to be appropriate or as may be required by law. We are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act.

We make available on our website (www.sixthstreetspecialtylending.com) our proxy statements, our annual reports on Form 10-K, quarterly reports on Form 10-Q and our current reports on Form 8-K that we file with the SEC. Information contained on our website is not incorporated into this Annual Report and you should not consider such information to be part of this Annual Report.

The SEC also maintains a website (www.sec.gov) that contains this information.

Regulated Investment Company Classification

As a BDC, we have elected to be treated as a RIC for U.S. federal income tax purposes.

To maintain our status as a RIC, we must, among other things:

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maintain our election under the 1940 Act to be treated as a BDC;

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derive in each taxable year at least 90% of our gross income from dividends, interest, gains from the sale or other disposition of stock or securities and other specified categories of investment income; and

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maintain diversified holdings so that, subject to certain exceptions and cure periods, at the end of each quarter of our taxable year:

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at least 50% of the value of our total gross assets is represented by cash and cash items, U.S. government securities, the securities of other RICs and “other securities,” provided that such “other securities” shall not include any amount of any one issuer, if our holdings of such issuer are greater in value than 5% of our total assets or greater than 10% of the outstanding voting securities of such issuer, and

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no more than 25% of the value of our assets may be invested in securities of any one issuer, the securities of any two or more issuers that are controlled by us and are engaged in the same or similar or related trades or businesses (excluding U.S. government securities and securities of other RICs), or the securities of one or more “qualified publicly traded partnerships.”

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98% of our net ordinary income, excluding certain ordinary gains and losses, recognized during a calendar year;

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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 such calendar year; and

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100% of any income or gains recognized, but not distributed, in preceding years.

We generally expect to distribute substantially all of our earnings on a quarterly basis, but will reinvest dividends on behalf of those investors that do not elect to receive their dividends in cash. See “— Dividend Policy ” and “— Dividend Reinvestment Plan ” for a description of our dividend policy and obligations. One or more of the considerations described below, however, could result in the deferral of dividend distributions until the end of the fiscal year:

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We may make investments that are subject to tax rules that require us to include amounts in our income before we receive cash corresponding to that income or that defer or limit our ability to claim the benefit of deductions or losses. For example, if we acquire securities issued with original issue discount, that original issue discount may be accrued in income before we receive any corresponding cash payments.

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In cases where our taxable income exceeds our available cash flow, we will need to fund distributions with the proceeds of sale of securities or with borrowed money, and may raise funds for this purpose opportunistically over the course of the year.

In certain circumstances (e.g., where we are required to recognize income before or without receiving cash representing such income), we may have difficulty making distributions in the amounts necessary to satisfy the requirements for maintaining RIC status and for avoiding U.S. federal income and excise taxes. Accordingly, we may have to sell investments at times we would not otherwise consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thereby be subject to corporate-level U.S. federal income tax.

If in any particular taxable year, we do not qualify as a RIC, all of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to stockholders, and distributions will be taxable to our stockholders as ordinary dividends to the extent of our current or accumulated earnings and profits, and distributions would not be required. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder’s tax basis, and any remaining distributions would be treated as capital gain. If we fail to qualify as a RIC for a period greater than two consecutive taxable years, to qualify as a RIC in a subsequent year we may be subject to regular corporate tax on any net built-in gains with respect to certain assets (that is, the excess of the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if we had sold the property at fair market value at the end of the taxable year) that we elect to recognize on requalification or when recognized over the next five years.

In the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities. We do not expect to satisfy the conditions necessary to pass through to our stockholders their share of the foreign taxes paid by us.

ITEM 1A. RIS K FACTORS

Investing in our securities involves a number of significant risks. Before you invest in our securities, you should be aware of various risks associated with the investment, including those described below. The risks set out below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, our net asset value and the trading price of our securities could decline, and you may lose all or part of your investment.

Summary of Risk Factors

The following is a summary of the principal risks that could adversely affect our business, operations and financial results.

Risks Related to Our Business and Structure

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We are dependent upon management personnel of the Adviser, Sixth Street and their affiliates for our future success.

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We are subject to significant regulations governing our operation as a BDC, which affect our ability to, and the way in which we, raise additional capital. Changes in regulation could adversely affect our business.

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We borrow money, which magnifies the potential for gain or loss and increases the risk of investing in us.

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We operate in a highly competitive market for investment opportunities.

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If we are unable to source investments, access financing or manage future growth effectively, we may be unable to achieve our investment objective.

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Even in the event the value of your investment declines, the Management Fee and, in certain circumstances, the Incentive Fee will still be payable to the Adviser.

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To the extent that we do not realize income or choose not to retain after-tax realized net capital gains, we will have a greater need for additional capital to fund our investments and operating expenses.

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We will be subject to corporate-level U.S. federal income tax if we are unable to maintain our qualification as a RIC under Subchapter M of the Code, including as a result of our failure to satisfy the RIC distribution requirements.

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We can be expected to retain some income and capital gains in excess of what is permissible for excise tax purposes and such amounts will be subject to 4% U.S. federal excise tax.

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Our Adviser and its affiliates, officers and employees may face certain conflicts of interest.

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Our Adviser can resign on 60 days’ notice. We may not be able to find a suitable replacement within that time, resulting in a disruption in our operations and a loss of the benefits from our relationship with Sixth Street.

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The Adviser’s liability is limited under the Investment Advisory Agreement, and we are required to indemnify the Adviser against certain liabilities, which may lead the Adviser to act in a riskier manner on our behalf than it would when acting for its own account.

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Any failure to maintain our status as a BDC would reduce our operating flexibility.

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We incur significant costs as a result of being a publicly traded company.

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Provisions of the General Corporation Law of the State of Delaware and our certificate of incorporation and bylaws could deter takeover attempts and have an adverse effect on the price of our common stock.

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Certain investors are limited in their ability to make significant investments in us.

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Cybersecurity risks and cyber incidents may adversely affect our business or those of our portfolio companies.

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Our Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

Risks Related to Economic Conditions

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The current state of the economy and financial markets increases the likelihood of adverse effects on our financial position and results of operations.

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Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Risks Related to Our Portfolio Company Investments

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Our investments are very risky and highly speculative.

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The value of most of our portfolio securities will not have a readily available market price and we value these securities at fair value as determined in good faith by our Board, which valuation is inherently subjective, may not reflect what we may actually realize for the sale of the investment and could result in a conflict of interest with the Adviser.

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The lack of liquidity in our investments may adversely affect our business.

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Our portfolio may be focused on a limited number of portfolio companies or industries, which will subject us to a risk of significant loss if any of these companies defaults on its obligations under any of its debt instruments or if there is a downturn in a particular industry.

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We may securitize certain of our investments, which may subject us to certain structured financing risks.

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Because we generally do not hold controlling interests in our portfolio companies, we may not be in a position to exercise control over those portfolio companies or prevent decisions by management of those portfolio companies that could decrease the value of our investments.

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We are exposed to risks associated with changes in interest rates.

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We may not be able to realize expected returns on our invested capital.

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By originating loans to companies that are experiencing significant financial or business difficulties, we may be exposed to distressed lending risks.

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Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in those companies and we may be exposed to special risks associated with bankruptcy cases.

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Our failure to make follow-on investments in our portfolio companies could impair the value of our investments.

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Our ability to enter into transactions with our affiliates is restricted.

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Any acquisitions or strategic investments that we pursue are subject to risks and uncertainties.

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We cannot guarantee that we will be able to obtain various required licenses in U.S. states or in any other jurisdiction where they may be required in the future.

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Our investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments.

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We expose ourselves to risks when we engage in hedging transactions.

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The market structure applicable to derivatives imposed by the Dodd-Frank Act may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes.

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Our portfolio investments may present special tax issues, and there are certain risks associated with holding debt obligations
that have original issue discount or payment-in-kind interest.

Risks Related to Our Securities

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There is a risk that investors in our common stock may not receive dividends or that our dividends may not grow over time.

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Investing in our securities may involve a high degree of risk and the market price of our common stock may fluctuate significantly and could decline.

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Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.

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Purchases of our common stock by us under the Company 10b5-1 Plan may result in dilution to our net asset value per share and the price of our common stock being higher than the price that otherwise might exist in the open market.

General Risk Factors

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We are highly dependent on information systems and systems failures could significantly disrupt our business, which may, in turn, negatively affect the market price of our common stock and our ability to pay dividend.

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Changes in laws or regulations governing our operations may adversely affect our business.

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The effect of geopolitical conflicts and global climate change may impact us and our portfolio companies.

Risks Related to Our Business and Structure

We are dependent upon management personnel of the Adviser, Sixth Street and their affiliates for our future success.

We depend on the experience, diligence, skill and network of business contacts of senior members of our Investment Team. Our Investment Team, together with other professionals at Sixth Street and its affiliates, identifies, evaluates, negotiates, structures, closes, monitors and manages our investments. Our success will depend to a significant extent on the continued service and coordination of the senior members of our Investment Team. The senior members of our Investment Team are not contractually restricted from leaving the Adviser. The departure of any of these key personnel, including members of our Adviser’s Investment Review Committee, could have a material adverse effect on us.

In addition, we cannot assure you that the Adviser will remain our investment adviser or that we will continue to have access to Sixth Street or its investment professionals. The Investment Advisory Agreement may be terminated by either party without penalty on 60 days’ written notice to the other party. The holders of a majority of our outstanding voting securities may also terminate the Investment Advisory Agreement without penalty on 60 days’ written notice.

Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.

The 1940 Act imposes numerous constraints on the operations of BDCs. See “ ITEM 1. BUSINESS—Regulation as a Business Development Company ” for a discussion of BDC limitations. For example, BDCs are required to invest at least 70% of their total assets in securities of nonpublic or thinly traded U.S. companies, cash, cash equivalents, U.S. government securities and other high-quality debt investments that mature in one year or less. These constraints may hinder the Adviser’s ability to take advantage of attractive investment opportunities and to achieve our investment objective.

We may need to periodically access the debt and equity capital markets to raise cash to fund new investments in excess of our repayments, and we may also need to access the capital markets to refinance existing debt obligations to the extent such maturing obligations are not repaid with availability under our revolving credit facilities or cash flows from operations.

Regulations governing our operation as a BDC affect our ability to raise additional capital, and the ways in which we can do so. Raising additional capital may expose us to risks, including the typical risks associated with leverage, and may result in dilution to our current stockholders. The 1940 Act limits our ability to incur borrowings and issue debt securities and preferred stock, which we refer to as senior securities, requiring that after any borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%.

We may need to continue to borrow from financial institutions and issue additional securities to fund our growth. Unfavorable economic or capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by lenders not to extend credit to us. An inability to successfully access the capital markets may limit our ability to refinance our existing debt obligations as they come due and/or to fully execute our business strategy and could limit our ability to grow or cause us to have to shrink the size of our business, which could decrease our earnings, if any. Consequently, if the value of our assets declines or we are unable to access the capital markets we may be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when this may be disadvantageous. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. If we borrow money or issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss.

If we issue preferred stock, the preferred stock would rank senior to common stock in our capital structure. Preferred stockholders would have separate voting rights on certain matters and may have other rights, preferences or privileges more favorable than those of our common stockholders. The issuance of preferred stock could have the effect of delaying, deferring or preventing a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in your best interest. Holders of our common stock will directly or indirectly bear all of the costs associated with offering and servicing any preferred stock that we issue. In addition, any interests of preferred stockholders may not necessarily align with the interests of holders of our common stock and the rights of holders of shares of preferred stock to receive dividends would be senior to those of holders of shares of our common stock.

Our Board may decide to issue additional common stock to finance our operations rather than issuing debt or other senior securities. However, we generally are not able to issue and sell our common stock at a price below net asset value per share. We may, however, elect to issue and sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our Board determines that the sale is in our best interests and the best interests of our stockholders, and our stockholders have approved our policy and practice of making these sales within the preceding 12 months. Pursuant to approval granted at a special meeting of stockholders held on May 22, 2024, we are currently permitted to sell or otherwise issue shares of our common stock at a price below our then-current net asset value per share, subject to the approval of our

Board and certain other conditions. Such stockholder approval expires on May 22, 2025. We may in the future seek such approval again; however, there is no assurance such approval will be obtained. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the market value of those securities (less any distribution commission or discount). In the event we sell shares of our common stock at a price below net asset value per share, existing stockholders will experience net asset value dilution. This dilution would occur as a result of the sale of shares at a price below the then current net asset value per share of our common stock and would cause a proportionately greater decrease in the stockholders’ interest in our earnings and assets and their voting interest in us than the increase in our assets resulting from such issuance. As a result of any such dilution, our market price per share may decline. Because the number of shares of common stock that could be so issued and the timing of any issuance is not currently known, the actual dilutive effect cannot be predicted.

In addition to issuing securities to raise capital as described above, we could securitize our investments to generate cash for funding new investments. To securitize our investments, we likely would create a wholly owned subsidiary, contribute a pool of loans to the subsidiary and have the subsidiary issue primarily investment grade debt securities to purchasers who we would expect would be willing to accept a substantially lower interest rate than the loans earn. We would retain all or a portion of the equity in the securitized pool of loans. Our retained equity would be exposed to any losses on the portfolio of investments before any of the debt securities would be exposed to the losses. An inability to successfully securitize our investment portfolio could limit our ability to grow or fully execute our business and could adversely affect our earnings, if any. The successful securitization of our investment could expose us to losses because the portions of the securitized investments that we would typically retain tend to be those that are riskier and more apt to generate losses. The 1940 Act also may impose restrictions on the structure of any securitization. In connection with any future securitization of investments, we may incur greater set-up and administration fees relating to such vehicles than we have in connection with financing of our investments in the past. See “ —Risks Related to Our Portfolio Company Investments — We may securitize certain of our investments, which may subject us to certain structured financing risks .”

We borrow money, which magnifies the potential for gain or loss and increases the risk of investing in us.

As part of our business strategy, we borrow from, and may in the future issue additional senior debt securities to, banks, insurance companies and other lenders. Holders of these loans or senior securities would have fixed-dollar claims on our assets that have priority over the claims of our stockholders. If the value of our assets decreases, leverage will cause our net asset value to decline more sharply than it otherwise would have without leverage. Similarly, any decrease in our income would cause our net income to decline more sharply than it would have if we had not borrowed. This decline could negatively affect our ability to make dividend payments on our common stock. Our ability to service our borrowings depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. In addition, the Management Fee is payable based on our gross assets, including cash and assets acquired through the use of leverage, which may give our Adviser an incentive to use leverage to make additional investments. See “ —Risks Related to Our Business and Structure—Even in the event the value of your investment declines, the Management Fee and, in certain circumstances, the Incentive Fee will still be payable to the Adviser .” The amount of leverage that we employ will depend on our Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure you that we will be able to obtain credit at all or on terms acceptable to us.

Our credit facilities and indentures governing our indebtedness also impose financial and operating covenants that restrict our business activities, remedies on default and similar matters. As of the date of this Annual Report, we are in compliance with the covenants of our credit facilities and indentures. However, our continued compliance with these covenants depends on many factors, some of which are beyond our control. Accordingly, although we believe we will continue to be in compliance, we cannot assure you that we will continue to comply with the covenants in our credit facilities and indentures. Failure to comply with these covenants could result in a default. If we were unable to obtain a waiver of a default from the lenders or holders of that indebtedness, as applicable, those lenders or holders could accelerate repayment under that indebtedness. An acceleration could have a material adverse impact on our business, financial condition and results of operations. Lastly, we may be unable to obtain additional leverage, which would, in turn, affect our return on capital.

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

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

For us to cover these annualized interest payments on indebtedness, we must achieve annual returns on our investments of at least 3.9%. Since we generally pay interest at a floating rate on our debt, an increase in interest rates will generally increase our borrowing

costs. We expect that our annualized interest cost and returns required to cover interest will increase if we issue additional debt securities.

In order to assist investors in understanding the effects of leverage, the following table illustrates the effect of leverage on returns from an investment in our common stock assuming various annual returns, net of expenses. Leverage generally magnifies the return of stockholders when the portfolio return is positive and magnifies their losses when the portfolio return is negative. Actual returns may be greater or less than those appearing in the table. The calculations in the table below are hypothetical and actual returns may be higher or lower than those appearing below.

Effects of Leverage Based on Actual Amount of Borrowings Incurred by us as of December 31, 2024


	Assumed Return on Our Portfolio (net of expenses) (1)
	-10%	-5%	0%	5%	10%
Corresponding return to stockholder (2)	( 30.8 %)	( 19.7 %)	( 8.5 %)	2.6 %	13.7 %

(1)

The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of December 31, 2024. As a result, it has not been updated to take into account any changes in assets or leverage since December 31, 2024.

(2)

In order to compute the “Corresponding return to stockholder,” the “Assumed Return on Our Portfolio” is multiplied by the total value of our assets at December 31, 2024 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average annualized stated interest rate of 7.5% by the approximately $1,954.1 million of principal debt outstanding) is subtracted to determine the return available to stockholders. The return available to stockholders is then divided by the total value of our net assets as of December 31, 2024 to determine the “Corresponding return to stockholder.”

Our indebtedness could adversely affect our business, financial condition or results of operations.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facilities or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before it matures. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets or seeking additional equity. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all, or on terms that would not be disadvantageous to our stockholders or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements.

Legislation allows us to incur additional leverage.

Under the 1940 Act, a BDC generally is not permitted to incur borrowings, issue debt securities or issue preferred stock unless immediately after the borrowing or issuance the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock is at least 200%. However, under the SBCAA, which became law in March 2018, BDCs have the ability to elect to become subject to a lower asset coverage requirement of 150%, subject to the receipt of the requisite board or stockholder approvals under the SBCAA and satisfaction of certain other conditions.

On October 8, 2018, our stockholders approved the application of the minimum asset coverage ratio of 150% to us, as set forth in Section 61(a)(2) of the 1940 Act, as amended by the SBCAA. As a result and subject to certain additional disclosure requirements, as of October 9, 2018, our minimum asset coverage ratio was reduced from 200% to 150%. In other words, pursuant to Section 61(a) of the 1940 Act, as amended by the SBCAA, we are permitted to potentially increase our maximum debt-to-equity ratio from an effective level of one-to-one to two-to-one.

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

We operate in a highly competitive market for investment opportunities.

Other public and private entities, including commercial banks, commercial financing companies, other BDCs and insurance companies compete with us to make the types of investments that we make in middle-market companies. Certain of these competitors may be substantially larger, have considerably greater financial, technical and marketing resources than we have and offer a wider array of financial services. For example, some competitors may have a lower cost of funds and access to funding sources that are not

available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships. We may lose investment opportunities if we do not match our competitors’ pricing, terms and structure. If we match our competitors’ pricing, terms and structure, however, we may experience decreased net interest income and increased risk of credit loss.

In addition, many competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the restrictions that the Code imposes on us as a RIC. As a result, we face additional constraints on our operations, which may put us at a competitive disadvantage. As a result of this existing and potentially increasing competition, we may not be able to take advantage of attractive investment opportunities and we cannot assure you that we will be able to identify and make investments that are consistent with our investment objective. The competitive pressures we face could have a material adverse effect on our ability to achieve our investment objective.

If we are unable to source investments, access financing or manage future growth effectively, we may be unable to achieve our investment objective.

Our ability to achieve our investment objective depends on our Investment Team’s ability to identify, evaluate, finance and invest in suitable companies that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of our marketing capabilities, our management of the investment process, our ability to provide efficient services and our access to financing sources on acceptable terms, including equity financing. Moreover, our ability to structure investments may also depend upon the participation of other prospective investors. For example, our ability to offer loans above a certain size and to structure loans in a certain way may depend on our ability to partner with other investors. As a result, we could fail to capture some investment opportunities if we cannot provide “one-stop” financing to a potential portfolio company either alone or with other investment partners.

In addition to monitoring the performance of our existing investments, members of our Investment Team may also be called upon to provide managerial assistance to our portfolio companies. These demands on their time may distract them or slow the rate of investment. To grow, our Adviser may need to hire, train, supervise and manage new employees. Failure to manage our future growth effectively could have a material adverse effect on our growth prospects and ability to achieve our investment objective.

Even in the event the value of your investment declines, the Management Fee and, in certain circumstances, the Incentive Fee will still be payable to the Adviser.

Even in the event the value of your investment declines, the Management Fee and, in certain circumstances, the Incentive Fee will still be payable to the Adviser. The Management Fee is calculated as a percentage of the value of our gross assets at a specific time, which would include any borrowings for investment purposes, and may give our Adviser an incentive to use leverage to make additional investments. In addition, the Management Fee is payable regardless of whether the value of our gross assets or your investment have decreased. The use of increased leverage may increase the likelihood of default, which would disfavor holders of our common stock. Given the subjective nature of the investment decisions that our Adviser will make on our behalf, we may not be able to monitor this potential conflict of interest.

The Incentive Fee is calculated as a percentage of pre-Incentive Fee net investment income. Since pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses, it is possible that we may pay an Incentive Fee in a quarter in which we incur a loss. For example, if we receive pre-Incentive Fee net investment income in excess of the quarterly minimum hurdle rate, we will pay the applicable Incentive Fee even if we have incurred a loss in that quarter due to realized and unrealized capital losses. In addition, because the quarterly minimum hurdle rate is calculated based on our net assets, decreases in our net assets due to realized or unrealized capital losses in any given quarter may increase the likelihood that the hurdle rate is reached in that quarter and, as a result, that an Incentive Fee is paid for that quarter. Our net investment income used to calculate this component of the Incentive Fee is also included in the amount of our gross assets used to calculate the Management Fee.

Also, one component of the Incentive Fee is calculated annually based upon our realized capital gains, computed net of realized capital losses and unrealized capital losses on a cumulative basis. As a result, we may owe the Adviser an Incentive Fee during one year as a result of realized capital gains on certain investments, and then incur significant realized capital losses and unrealized capital losses on the remaining investments in our portfolio during subsequent years. Incentive Fees earned in prior years cannot be clawed back even if we later incur losses.

In addition, the Incentive Fee payable by us to the Adviser may create an incentive for the Adviser to make investments on our behalf that are risky or more speculative than would be the case in the absence of such a compensation arrangement. The Adviser receives the Incentive Fee based, in part, upon capital gains realized on our investments. Unlike the portion of the Incentive Fee that is based on income, there is no hurdle rate applicable to the portion of the Incentive Fee based on capital gains. As a result, the Adviser may have an incentive to invest more in companies whose securities are likely to yield capital gains, as compared to

income-producing investments. Such a practice could result in our making more speculative investments than would otherwise be the case, which could result in higher investment losses, particularly during cyclical economic downturns.

To maintain our status as a RIC for U.S. federal income tax purposes, we must distribute (or be treated as distributing) in each taxable year dividends for tax purposes equal to at least 90% of our investment company taxable income and net tax-exempt income for that taxable year, and may either distribute or retain our realized net capital gains from investments. Unless investors elect to reinvest dividends, earnings that we are required to distribute to stockholders will not be available to fund future investments. Accordingly, we may have insufficient funds to make new and follow-on investments, which could have a material adverse effect on our financial condition and results of operations. Because of the structure and objectives of our business, we may experience operating losses and expect to rely on proceeds from sales of investments, rather than on interest and dividend income, to pay our operating expenses. We cannot assure you that we will be able to sell our investments and thereby fund our operating expenses.

We will incur corporate-level U.S. federal income tax costs if we are unable to maintain our qualification as a RIC for U.S. federal income tax purposes, including as a result of our failure to satisfy the RIC distribution requirements. Although we have elected to be treated as a RIC for U.S. federal income tax purposes, we cannot assure you that we will be able to continue to qualify for and maintain RIC status. To maintain RIC status under the Code and to avoid corporate-level U.S. federal income tax, we must meet the following annual distribution, income source and asset diversification requirements:

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We must distribute (or be treated as distributing) dividends for tax purposes in each taxable year equal to at least 90% of each of:

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the sum of our net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses or, investment company taxable income, if any, for that taxable year; and

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our net tax-exempt income for that taxable year.

The asset coverage ratio requirements under the 1940 Act and financial covenants under our loan and credit agreements could, under certain circumstances, restrict us from making distributions necessary to satisfy the distribution requirement. In addition, as discussed in more detail below, our income for tax purposes may exceed our available cash flow. If we are unable to obtain cash from other sources, we could fail to satisfy the distribution requirements that apply to a RIC. As a result, we could lose our RIC status and become subject to corporate-level U.S. federal income tax.

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We must derive at least 90% of our gross income for each taxable year from dividends, interest, gains from the sale of or other disposition of stock or securities or similar sources.

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We must meet specified asset diversification requirements at the end of each quarter of our taxable year. The need to satisfy these requirements to prevent the loss of RIC status may result in our having to dispose of certain investments quickly on unfavorable terms. Because most of our investments will be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

If we fail to maintain our qualification for tax treatment as a RIC for any reason, the resulting U.S. federal income tax liability could substantially reduce our net assets, the amount of income available for distribution, and the amount of our distributions.

We can be expected to retain some income and capital gains in excess of what is permissible for excise tax purposes and such amounts will be subject to 4% U.S. federal excise tax.

As of December 31, 2024 and December 31, 2023, we elected to retain approximately $116.2 million and $91.6 million of taxable income and capital gains, respectively, in order to provide us with additional liquidity and we recorded an expense of $3.8 million and $2.3 million, respectively, for U.S. federal excise tax as a result. We can be expected to retain some income and capital gains in the future, including for purposes of providing us with additional liquidity, which amounts would similarly be subject to the 4% U.S. federal excise tax. In that event, we will be liable for the tax on the amount by which we do not meet the foregoing distribution requirement. See “ ITEM 1. BUSINESS—Regulation as a Business Development Company—Regulated Investment Company Classification ” for more information.

We are exposed to risks associated with changes in interest rates.

The majority of our debt investments are based on floating rates, such as Euro Interbank Offer Rate (“EURIBOR”), Term Secured Overnight Financing Rate (“SOFR”), Sterling Overnight Index Average ("SONIA"), the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. On one hand, a reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on our net interest income, which also could be negatively impacted by our borrowers making prepayments on their loans. On the other hand, an increase in interest rates could increase the interest repayment obligations of our borrowers and result in challenges to their financial performance and ability to repay their obligations, adversely affecting the credit quality of our investments.

An increase in interest rates could also decrease the value of any investments we hold that earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Moreover, an increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Federal Reserve policy, including with respect to certain interest rates and the decision to end its quantitative easing policy, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or a return to unfavorable economic conditions could adversely affect our business.

A rise in the general level of interest rates typically leads to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates may result in an increase in the amount of the Incentive Fee payable to the Adviser.

Our Revolving Credit Facility is subject to variable rates that expose us to interest rate risk. We may also incur additional indebtedness subject to variable rates in the future. When interest rates increase, our debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains the same.

U.S. dollar borrowings under our Revolving Credit Facility bear interest at a rate derived from SOFR. SOFR is a relatively new reference rate and has a very limited history. The future performance of SOFR cannot be predicted based on its limited historical performance. Since the initial publication of SOFR in April 2018, changes in SOFR have, on occasion, been more volatile than changes in other benchmark or market rates. The use of SOFR is relatively new, and there could be unanticipated difficulties or disruptions with the calculation and publication of SOFR. Additionally, any successor rate to SOFR under our revolving credit facility may not have the same characteristics as SOFR. As a result, the amount of interest we may pay on our revolving credit facility is difficult to predict.

Our Adviser and its affiliates, officers and employees may face certain conflicts of interest.

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. However, the Adviser, its officers and employees and members of its Investment Review Committee serve or may serve as investment advisers, officers, directors or principals of entities or investment funds that operate in the same or a related line of business as us or of investment funds managed by our affiliates. Accordingly, these individuals may have obligations to investors in those entities or funds, the fulfillment of which might not be in our best interests or the best interests of our stockholders.

In addition, any affiliated investment vehicle currently formed or formed in the future and managed by the Adviser or its affiliates, particularly in connection with any future growth of their respective businesses, may have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. For example, Sixth Street has organized a separate investment vehicle, Sixth Street Specialty Lending Europe, aimed specifically at European middle-market loan originations and may

in the future organize vehicles aimed at other loan origination opportunities outside our primary focus. Our ability to pursue investment opportunities other than middle-market loan originations for companies domiciled in the United States is subject to the contractual and other requirements of these other funds and allocation decisions by their respective senior professionals. As a result, the Adviser and its affiliates may face conflicts in allocating investment opportunities between us and those other entities. It is possible that we may not be given the opportunity to participate in certain investments made by those other entities that would otherwise be suitable for us.

Our ability to enter into transactions with our affiliates is restricted.

We are prohibited under the 1940 Act from participating in certain transactions with certain of our affiliates without the prior approval of our Independent Directors and, in some cases, exemptive relief from the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the 1940 Act, and we generally are prohibited from buying or selling any security from or to such affiliate, absent the prior approval of our Independent Directors. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of our Independent Directors and, in some cases, exemptive relief from the SEC. If a person acquires more than 25% of our voting securities, we are prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates.

The decision by Sixth Street, our Adviser or their affiliates to allocate an opportunity to another entity could cause us to forgo an investment opportunity that we otherwise would have made. We also generally will be unable to invest in any issuer in which Sixth Street and its other affiliates or a fund managed by Sixth Street or its other affiliates has previously invested or in which they are making an investment. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. These restrictions may limit the scope of investment opportunities that would otherwise be available to us.

On December 16, 2014, we were granted an exemptive order from the SEC that, if certain conditions are met, allows us to co-invest with certain of our affiliates (including affiliates of Sixth Street) in middle-market loan origination activities for companies domiciled in the United States and certain “follow-on” investments in companies in which we have already co-invested pursuant to the order and remain invested. On January 16, 2020, we filed a further application for co-investment exemptive relief with the SEC, which was most recently amended on June 29, 2022, in order to better align our existing co-investment relief with more recent SEC exemptive orders, including flexibility to allow certain private funds affiliated with us to participate in “follow-on” investments in issuers in which we are invested, but such private affiliated funds are not invested. On August 3, 2022, the SEC granted the new order in response to our application. The new order provides us with greater flexibility to participate in co-investment transactions with certain proprietary accounts that are majority-owned by our Adviser or its affiliates, to participate in “follow-on” investments in so-called “pre-boarding” investments in which we or an affiliated fund acquired a prior position not in reliance on the prior SEC exemptive order, and to participate in certain “follow-on” investments and pro rata distributions of existing co-investment positions without seeking approval by a majority of our Independent Directors. Our Board has established certain criteria to describe the characteristics of potential co-investment transactions in which we are permitted to participate and regarding which the Adviser should be notified. We and our affiliates, including investment funds managed by our affiliates, are only permitted to co-invest in accordance with the terms of the exemptive order or in the limited circumstances otherwise currently permitted by regulatory guidance. We cannot assure you when or whether we will apply for any other exemptive relief in the future and whether such orders will be obtained.

The Adviser has the right, under the Investment Advisory Agreement and the Administration Agreement, to resign at any time on 60 days’ written notice, regardless of whether we have found a replacement. In addition, our Board has the authority to remove the Adviser for any reason or for no reason, or may choose not to renew the Investment Advisory Agreement and the Administration Agreement. Furthermore, the Investment Advisory Agreement automatically terminates in the event of its assignment, as defined in the 1940 Act, by the Adviser. If the Adviser resigns or is terminated, or if we do not obtain the requisite approvals of stockholders and our Board to approve an agreement with the Adviser after an assignment, we may not be able to find a new investment adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If we are unable to do so quickly, our operations are likely to experience a disruption and costs under any new agreements that we enter into could increase. Our financial condition, business and results of operations, as well as our ability to pay dividends, are likely to be adversely affected, and the value of our common stock may decline.

Any new Investment Advisory Agreement would be subject to approval by our stockholders. Even if we are able to enter into comparable management or administrative arrangements, the integration of a new adviser or administrator and their lack of familiarity

with our investment objective may result in additional costs and time delays that may adversely affect our business, financial condition and results of operations.

In addition, if the Adviser resigns or is terminated, we would lose the benefits of our relationship with Sixth Street, including insights into our existing portfolio, market expertise, sector and macroeconomic views and due diligence capabilities, as well as any investment opportunities referred to us.

The Adviser has not assumed any responsibility to us other than to render the services described in the Investment Advisory Agreement, and it will not be responsible for any action of our Board in declining to follow the Adviser’s advice or recommendations. Pursuant to the Investment Advisory Agreement, the Adviser and its members, managers, officers, employees, agents, controlling persons and any other person or entity affiliated with it will not be liable to us for any action taken or omitted to be taken by the Adviser in connection with the performance of any of its duties or obligations under the Investment Advisory Agreement or otherwise as our investment adviser (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty (as the same is finally determined by judicial proceedings) with respect to the receipt of compensation for services).

We have agreed to the fullest extent permitted by law, to provide indemnification and the right to the advancement of expenses, to each person who was or is made a party or is threatened to be made a party to or is involved (including as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, because he or she is or was a member, manager, officer, employee, agent, controlling person or any other person or entity affiliated with the Adviser with respect to all damages, liabilities, costs and expenses resulting from acts of the Adviser in the performance of the person’s duties under the Investment Advisory Agreement. Our obligation to provide indemnification and advancement of expenses is subject to the requirements of the 1940 Act and Investment Company Act Release No. 11330, which, among other things, preclude indemnification for any liability (whether or not there is an adjudication of liability or the matter has been settled) arising by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, and require reasonable and fair means for determining whether indemnification will be made. Despite these limitations, the rights to indemnification and advancement of expenses may lead the Adviser and its members, managers, officers, employees, agents, controlling persons and other persons and entities affiliated with the Adviser to act in a riskier manner than they would when acting for their own account.

The Adviser and individuals employed by the Adviser are generally not prohibited from raising capital for and managing other investment entities that make the same types of investments as those we target. As a result, the time and resources that these individuals may devote to us may be diverted. In addition, we may compete with any such investment entity for the same investors and investment opportunities.

Any failure to maintain our status as a BDC would reduce our operating flexibility.

If we do not remain a BDC, we might be regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility. In addition, failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us.

We incur significant costs as a result of being a publicly traded company.

As a publicly traded company, we incur legal, accounting, investor relations and other expenses, including costs associated with corporate governance requirements, such as those under the Sarbanes-Oxley Act, other rules implemented by the SEC and the listing standards of the NYSE. Our independent registered public accounting firm is required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, which increases the costs associated with our periodic reporting requirements.

We are obligated to maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or our internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our securities.

We are required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. Complying with Section 404 requires a rigorous compliance program as well as adequate time and resources. We may not be able to complete our internal control evaluation, testing and any required remediation in a timely fashion. Matters impacting our internal

control may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, and result in a breach of the covenants under the agreements governing any of our financing arrangements. Additionally, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over financial reporting is effective, or if our auditors are unable to attest to management’s report on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have a material adverse effect on the price of our securities.

We may experience fluctuations in our quarterly results.

We may experience fluctuations in our quarterly operating results as a result of a number of factors, including the pace at which investments are made, rates of repayment, interest rates payable on investments, changes in realized and unrealized gains and losses, syndication and other fees, the level of our expenses and default rates on our investments. As a result of these and other possible factors, results for any period should not be relied upon as being indicative of performance in future periods.

The General Corporation Law of the State of Delaware (the “DGCL”), our amended and restated certificate of incorporation, which we refer to as our certificate of incorporation, and bylaws contain provisions that may discourage, delay or make more difficult a change in control of us or the removal of our directors. Among other provisions, we have a staggered board and our directors may be removed for cause only by the affirmative vote of 75% of the holders of our outstanding capital stock. Our Board also is authorized to issue preferred stock in one or more series. In addition, our certificate of incorporation requires the favorable vote of a majority of our Board followed by the favorable vote of the holders of at least 75% of our outstanding shares of common stock, to approve, adopt or authorize certain transactions, including mergers and the sale, lease or exchange of all or any substantial part of our assets with 10% or greater holders of our outstanding common stock and their affiliates or associates, unless the transaction has been approved by at least 80% of our Board, in which case approval by “a majority of the outstanding voting securities” (as defined in the 1940 Act) is required. Our certificate of incorporation further provides that stockholders may not take action by written consent in lieu of a meeting and our bylaws provide that any stockholder action required or permitted at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting. These provisions may also discourage another person or entity from making a tender offer for our common stock, because such person or entity, even if it acquired a majority of our outstanding voting securities, would be able to take action as a stockholder (such as electing new directors or approving a merger) only at a duly called stockholders’ meeting and not by written consent. We also are subject to Section 203 of the DGCL, which generally prohibits us from engaging in mergers and other business combinations with stockholders that beneficially own 15% or more of our voting stock, or with their affiliates, unless our directors or stockholders approve the business combination in the prescribed manner. These measures may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of our stockholders and could have the effect of depriving stockholders of an opportunity to sell their shares at a premium over prevailing market prices.

Certain investors are limited in their ability to make significant investments in us.

Investment companies registered under the 1940 Act are restricted from acquiring directly or through a controlled entity more than 3% of our total outstanding voting stock (measured at the time of the acquisition), unless these funds comply with an exemption under the 1940 Act as well as other limitations under the 1940 Act that would restrict the amount that they are able to invest in our securities. Private funds that are excluded from the definition of “investment company” either pursuant to Section 3(c)(1) or 3(c)(7) of the 1940 Act are also subject to this restriction. As a result, certain investors may be precluded from acquiring additional shares at a time that they might desire to do so.

Cybersecurity risks and cyber incidents may adversely affect our business or those of our portfolio companies by causing a disruption to our operations, a compromise or corruption of confidential information and/or damage to business relationships, or those of our portfolio companies, all of which could negatively impact our business, results of operations or financial condition.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to, use, alteration or destruction of our information systems for purposes of misappropriating assets, obtaining ransom payments, stealing confidential information, corrupting data or causing operational disruption, or may involve phishing. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen information, misappropriation of assets, increased cybersecurity protection and insurance costs, litigation and damage to our business relationships. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect our business, financial condition or results of operations. In addition, we may be required to expend significant additional resources to modify our protective

measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. The costs related to cybersecurity incidents may not be fully insured or indemnified. As our and our portfolio companies’ reliance on technology has increased, so have the risks posed to our information systems, both internal and those provided by our Adviser and third-party service providers, and the information systems of our portfolio companies. We, our Adviser and its affiliates have implemented processes, procedures and internal controls to help mitigate cybersecurity risks and cyber intrusions, but these measures, as well as our increased awareness of the nature and extent of a risk of a cyber incident, may be ineffective and do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident.

Third parties with which we do business (including, but not limited to, service providers, such as accountants, custodians, transfer agents and administrators, and the issuers of securities in which we invest) may also be sources or targets of cybersecurity or other technological risks. We outsource certain functions and these relationships allow for the storage and processing of our information and assets, as well as certain investor, counterparty, employee and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, we cannot control the cybersecurity plans and systems put in place by these third parties and ongoing threats may result in unauthorized access, loss, exposure or destruction of data, or other cybersecurity incidents, with increased costs and other consequences, including those described above. Privacy and information security laws and regulation changes, and compliance with those changes, may also result in cost increases due to system changes and the development of new administrative processes.

Additionally, investments of Sixth Street’s funds, including the Company, and other Sixth Street entities have involved and may in the future involve companies that have experienced cyber-events and that, given the rise of cybersecurity incidents, may become involved in future cyber events. Cybersecurity events also could affect other Sixth Street and/or affiliated entities. Such cyber security attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data.

A cybersecurity breach may cause the Company to lose proprietary information, suffer data corruption or expose information to misuse. Sensitive information which may be breached in the event of a cybersecurity threat includes, without limitation, information regarding the Company’s investment activities and shareholders. Cybersecurity breaches of Sixth Street’s and the Company’s third-party service providers or portfolio investments may also subject the Company to many of the same risks associated with direct cybersecurity breaches. If such events were to materialize, they could, among other things, (i) lead to losses of sensitive information or capabilities essential to Sixth Street’s, the Company’s, and/or the Company’s portfolio company’s operations, (ii) have a material adverse effect on Sixth Street’s, the Company’s and/or the portfolio company’s reputations, financial positions, results of operations or cash flows, (iii) lead to financial losses from remedial actions, loss of business or potential liability, or (iv) lead to the disclosure of Company shareholders’ personal information or other sensitive information.

The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Sixth Street’s, the Company’s and/or a portfolio company’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information of any shareholder (and, if applicable, its underlying investors or beneficial owners and/or control persons) or information relating to any portfolio company. Such a failure could result in reputational harm to Sixth Street, the Company and/or the affected portfolio investment, subject any such entity and its affiliates to legal claims and otherwise adversely affect its business and financial performance. Cybersecurity risks also require us to undertake ongoing preventative measures and to incur compliance costs.

Our Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

Our Board has the authority to change our investment objective and modify or waive certain of our operating policies and strategies without prior notice (except as required by the 1940 Act) and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to cease to be a BDC and we may not withdraw our election as a BDC. We cannot predict the effect any changes to our current operating policies or strategies would have on our business, operating results and value of our common stock. Nevertheless, the effects may adversely affect our business and impact our ability to pay dividends.

Changes in tax laws, including the Tax Cuts and Jobs Act and the Inflation Reduction Act may adversely affect our business.

Changes to U.S. tax laws, including the Tax Cuts and Jobs Act enacted on December 22, 2017 (“Tax Reform”), the Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020 (the “CARES Act”) and the Inflation Reduction Act, enacted on August 16, 2022 (the “IRA”) have made significant changes to the U.S. federal income tax system. Among other things, Tax Reform may limit the ability of borrowers to fully deduct interest expense. This could potentially affect the loan market, for example by impacting the demand for loans available from us or the terms of such loans. In addition, the IRA introduced a corporate alternative

minimum tax of 15% of the “adjusted financial statement income” of certain domestic corporations as well as a 1% excise tax on the fair market value of stock repurchases by certain domestic corporations, effective for tax years beginning in 2023. Further changes could be made under the new Presidential administration in the United States. Such changes to the tax laws, including (i) changes to interest deductibility, utility of net operating losses and other provisions of Tax Reform, (ii) the corporate alternative minimum tax, excise tax on stock repurchases and other provisions of the IRA or (iii) changes pursuant to future legislation or regulatory guidance could also in certain circumstances increase the U.S. tax burden on our portfolio assets which, in turn, could negatively impact their ability to service their interest expense obligations to us. Prospective investors are urged to consult with their own advisors about the potential effects of Tax Reform, IRA and other changes in tax laws on the loan market and about the tax consequences of an investment in us.

We are subject to risks associated with artificial intelligence, including the application of various forms of artificial intelligence such as machine learning technology.

Recent technological advances in artificial intelligence, including machine learning technology (“Machine Learning Technology”), pose risks to us and our portfolio companies. We and our portfolio companies could be exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties use Machine Learning Technology in their business activities. We and the Adviser are not in a position to control the use of Machine Learning Technology in third-party products or services. Use of Machine Learning Technology could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming partly accessible by other third-party Machine Learning Technology applications and users. Machine Learning Technology and its applications continue to develop rapidly, and we cannot predict the risks that may arise from such developments.

Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent we or our portfolio companies are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could adversely impact us or our portfolio companies.

Failure or alleged failure to comply with applicable data protection and privacy laws and regulations could subject us to ongoing costs and, in some cases, fines and reputational harm.

We and the Adviser and its affiliates are subject to numerous laws and regulations in various jurisdictions relating to privacy and the storage, sharing, use, processing, disclosure and protection of information that we and our affiliates hold. The EU’s General Data Protection Regulation, the Cayman Islands Data Protection Act (2021 Revision), and the California Consumer Privacy Act of 2018, as amended, are recent examples of such laws, and we anticipate new privacy and data protection laws and regulations will be passed in other jurisdictions in the future. For example, the SEC has adopted changes to Regulation S-P, which requires, among other things, that registered investment advisers notify affected individuals of a breach involving their personal information when there has been an incident that rises to the level of being a reportable breach. In general, these laws and regulations introduce many new obligations on us and create new rights for parties who have given any of us their personal information, such as investors and others. The scope of data protection and privacy laws and regulations is rapidly evolving, and such laws and regulations are subject to differing interpretations. Any inability or perceived inability to adequately address privacy concerns, or comply with applicable laws and regulations, even if unfounded, could result in regulatory and third-party liability, increased costs, disruption to our operations, and reputational damage. Obligations to which we are subject impose compliance costs and risks of penalties, which could increase as such laws and regulations evolve globally. Moreover, as data protection and privacy laws and regulations continue to develop, it could be more difficult and/or more costly for us to collect, store, use, transmit and process personal information.

The costs of monitoring, interpreting and, where applicable, complying with global data protection and privacy laws and regulations could have a material adverse effect on the business, results of the operations and financial condition of us and of our portfolio companies. The continued development of these laws and regulations and their interpretations could increase compliance costs, restrict our ability to offer services in certain locations, require changes to business practices, result in negative publicity or significant costs or penalties associated with litigation and/or regulatory action, all of which could adversely affect our business, financial conditions and results of operations, including affecting investment returns.

While we, the Advisor and its affiliates take reasonable efforts to comply with data protection and privacy laws and regulations, it is possible that we will not be able to accurately anticipate the ways in which regulators and courts will apply or interpret these laws, and there can be no assurance that we will not be subject to regulatory or individual legal action, including fines, in the event of a security incident, alleged non-compliance with applicable data protection and privacy laws or regulations, or other claim that an individual’s privacy rights have been violated. Many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy matters, and private litigation resulting from such matters is increasing and resulting in large judgments and settlements.

Risks Related to Economic Conditions

Inflation and global supply chain issues may adversely affect our business.

Inflation and fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets, particularly in emerging economies. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the Company's returns.

Economic activity has continued to accelerate across sectors and regions. Nevertheless, global supply chain issues have, and may in the future, lead to a rise in energy prices. Inflation may continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our obligors’ profit margins.

In light of the presidential transition in 2025, global trade disputes may be magnified, including the continuing trade dispute between the United States and China, pursuant to which both countries have, among other things, imposed tariffs on one another, has had an adverse economic effect on U.S. markets and international trade more broadly. This adverse economic effect is likely to become more pronounced if the dispute remains unresolved, which could have a material adverse impact on the Company's portfolio investments. For example, existing and any additional supply chain and other laws, regulations, or executive orders by either country that restrict or prohibit transactions or impose requirements or limitations on business could impair the ability of U.S.-based companies (in which the Company is likely to invest) to expand into markets in China and the ability of such companies’ to produce or obtain component parts necessary for production. Also, for the foreseeable future, the trade dispute will likely continue to be an ongoing source of instability, resulting in significant currency fluctuations, increased capital markets volatility, and other adverse effects on international markets, international trade agreements, and other existing cross-border cooperation arrangements (whether economic, tax, fiscal, legal, regulatory or otherwise), which could present similar and additional potential risks and consequences for the Company and is portfolio investments.

We are currently operating in a period of disruption, volatility and uncertainty in the capital markets and in the economy generally.

The U.S. capital markets have experienced extreme volatility and disruption in recent years. Disruptions in the capital markets have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. The federal government and the Federal Reserve, as well as foreign governments and central banks, have implemented, and may in the future implement, significant fiscal and monetary policies in response to these disruptions, and additional government and regulatory responses may be possible. These actions, future market disruptions and illiquidity could have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations and our ability to grow, and could have a material negative impact on our operating results and the fair values of our debt and equity investments.

We believe that attractive investment opportunities may present themselves during this volatile period as in other periods of market volatility, and we may have opportunities to make investments at compelling values. However, periods of market disruption and instability, like the one we are experiencing currently, may adversely affect our access to sufficient debt and equity capital in order to take advantage of attractive investment opportunities that are created during these periods. In addition, the debt capital that will be available in the future, if any, may be at a higher cost and on less favorable terms and conditions.

The current state of the economy and financial markets increases the likelihood of adverse effects on our financial position and results of operations.

The U.S. and global capital markets experienced extreme volatility and disruption in recent years, leading to periods of recessionary conditions and depressed levels of consumer and commercial spending. For instance, monetary policies of the Federal Reserve and political uncertainty resulting from recent events, including changes to U.S. trade policies, the impact of the end of the transition period following United Kingdom’s exit from the European Union in January 2020 (“Brexit”), the provisional application of the EU-UK Trade and Cooperation Agreement and ongoing conflicts between Russia and Ukraine and in the Middle East and related responses, has led to, from time to time, disruption and instability in the global markets. Disruptions in the capital markets increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. We cannot assure you that these conditions will not worsen. If conditions worsen, a prolonged period of market illiquidity could have a material adverse effect on our business, financial condition and results of operations. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results.

In addition, to the extent that recessionary conditions return, the financial results of small to mid-sized companies, like those in which we invest, will likely experience deterioration, which could ultimately lead to difficulty in meeting debt service requirements and an increase in defaults. Additionally, the end markets for certain of our portfolio companies’ products and services have experienced, and continue to experience, negative economic trends. The performances of certain of our portfolio companies have been, and may continue to be, negatively impacted by these economic or other conditions, which may ultimately result in:

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our receipt of a reduced level of interest income from our portfolio companies;

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decreases in the value of collateral securing some of our loans and the value of our equity investments; and

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ultimately, losses or charge-offs related to our investments.

Uncertainty about financial stability could have a significant adverse effect on our business, results of operations and financial condition.

Due to federal budget deficit concerns, S&P downgraded the federal government’s credit rating from AAA to AA+ for the first time in history on August 5, 2011. Further, in 2023, Fitch downgraded the federal government’s credit rating from AAA to AA+. Further downgrades or warnings by S&P, Moody’s or other rating agencies, and the government’s credit and deficit concerns in general, could cause interest rates and borrowing costs to rise, which may negatively impact both the perception of credit risk associated with our debt portfolio and our ability to access the debt markets on favorable terms. In addition, a decreased credit rating could create broader financial turmoil and uncertainty, which may weigh heavily on our financial performance and the value of our common stock. Also, to the extent uncertainty regarding any economic recovery in Europe and Brexit continue to negatively impact consumer confidence and consumer credit factors, our business and results of operations could be significantly and adversely affected.

After raising the target range for the federal funds rate in 2017 and 2018, the Federal Reserve lowered the target rate three times in 2019 and two times in 2020. Following recent heightened inflation, the Federal Reserve raised the target rate four times in 2023, raising the fed funds rate by about three percentage points in a six month period. However, in 2024, the Federal Reserved lowered the target rate three times. In 2025, it is possible that the Federal Reserve will lower the interest rates further. Further changes in key economic indicators, such as the unemployment rate or inflation, could lead to additional changes to the target range for the federal funds rate that may cause instability or may negatively impact our ability to access the debt markets on favorable terms.

The election of a new U.S. president for a term that commenced in 2025, coupled with a consolidation of party control of both chambers of Congress, has led to new legislative and regulatory initiatives and the roll-back of certain initiatives of the previous presidential administration, which may impact our business and our clients’ businesses in unpredictable ways. Areas subject to potential change or amendment include the Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, and the authority of the Federal Reserve and the Financial Stability Oversight Council. Additionally, under the narrowly divided control of the Congress, the likelihood of a failure to increase the debt ceiling and a default by the federal government is increased. The United States may also increase tariffs and potentially withdraw from, renegotiate or enter into various trade agreements and take other actions that would change current trade policies of the United States. We cannot predict which, if any, of these actions will be taken or, if taken, their effect on the financial stability of the United States. Such actions could have a significant adverse effect on our business, financial condition and results of operations.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and during these periods may be unable to repay the loans we made to them. Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors.

Risks Related to Our Portfolio Company Investments

Our investments are very risky and highly speculative.

We primarily invest in first-lien debt, second-lien debt, mezzanine and unsecured debt or equity or other securities issued by middle-market companies. The companies in which we intend to invest are typically highly leveraged, and, in most cases, our investments in these companies are not rated by any rating agency. If these instruments were rated, we believe that they would likely receive a rating of below investment grade (that is, below BBB- or Baa3, which is often referred to as “junk”). Exposure to below investment grade instruments involves certain risks, including speculation with respect to the borrower’s capacity to pay interest and repay principal.

First-Lien Debt . When we make a first-lien loan, we generally take a security interest in the available assets of the portfolio company, including the equity interests of its subsidiaries, which we expect to help mitigate the risk that we will not be repaid. However, there is a risk that the collateral securing our loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. In some circumstances, our lien is, or could become, subordinated to claims of other creditors. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should we need to enforce our remedies. In addition, in connection with our “last out” first-lien loans, we enter into agreements among lenders. Under these agreements, our interest in the collateral of the first-lien loans may rank junior to those of other lenders in the loan under certain circumstances. This may result in greater risk and loss of principal on these loans.

Second-Lien and Mezzanine Debt . Our investments in second-lien and mezzanine debt generally are subordinated to senior loans and will either have junior security interests or be unsecured. As such, other creditors may rank senior to us in the event of insolvency. This may result in greater risk and loss of principal.

Equity and Other Investments. When we invest in first-lien debt, second-lien debt or mezzanine debt, we may acquire equity securities, such as warrants, options and convertible instruments. In addition, we may invest directly in the equity securities of portfolio companies. We seek to dispose of these equity interests and realize gains upon our disposition of these interests. However, the equity interests we receive may not appreciate in value and, in fact, may decline in value. Accordingly, we may not be able to realize gains from our equity interests, and any gains that we do realize on the disposition of any equity interests may not be sufficient to offset any other losses we experience.

Preferred Stock. To the extent we invest in preferred securities, we may incur particular risks, including:

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preferred securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If we own a preferred security that is deferring its distributions, we may be required to report income for U.S. federal income tax purposes before we receive such distributions;

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preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments, and therefore are subject to greater credit risk than more senior debt instruments; and

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generally, preferred security holders have no voting rights with respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer’s board; generally, once all the arrearages have been paid, the preferred security holders no longer have voting rights.

In addition, our investments generally involve a number of significant risks, including:

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the companies in which we invest may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment;

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the companies in which we invest typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

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the companies in which we invest are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio company and, in turn, on us;

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the companies in which we invest generally have less predictable operating results, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;

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the debt investments in our portfolio generally have a significant portion of principal due at the maturity of the investment, which would result in a substantial loss to us if such borrowers are unable to refinance or repay their debt at maturity;

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our executive officers, directors and Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in the portfolio companies;

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the companies in which we invest generally have less publicly available information about their businesses, operations and financial condition and, if we are unable to uncover all material information about these companies, we may not make a fully informed investment decision; and

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the companies in which we invest may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.

Investments are valued at the end of each fiscal quarter. The majority of our investments are expected to be in loans that do not have readily ascertainable market prices. The fair value of investments that are not publicly traded or whose market prices are not readily available are determined in good faith by the Board, which is supported by the valuation committee of our Adviser and by the audit committee of our Board. The Board has retained independent third-party valuation firms to perform certain limited third-party valuation services that the Board identified and requested them to perform. In accordance with our valuation policy, our Investment Team prepares portfolio company valuations using sources or proprietary models depending on the availability of information on our investments and the type of asset being valued. The participation of the Adviser in our valuation process could result in a conflict of interest, since the Management Fee is based on the value of our gross assets.

Factors that we may consider in determining the fair value of our investments include the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make payments on its indebtedness, the markets in which the portfolio company does business, comparison to similar publicly traded companies, discounted cash flow and other relevant factors. Because fair valuations, and particularly fair valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based to a large extent on estimates, comparisons and qualitative evaluations of private information, our determinations of fair value may differ materially from the values that would have been determined if a ready market for these securities existed. This could make it more difficult for investors to value accurately our portfolio investments and could lead to undervaluation or overvaluation of our common stock. In addition, the valuation of these types of securities may result in substantial write-downs and earnings volatility.

Decreases in the market values or fair values of our investments are recorded as unrealized losses. The effect of all of these factors on our portfolio can reduce our net asset value by increasing net unrealized losses in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer unrealized losses, which could have a material adverse impact on our business, financial condition and results of operations.

The lack of liquidity in our investments may adversely affect our business.

We generally make loans to private companies. There may not be a ready market for our loans and certain loans may contain transfer restrictions, which may also limit liquidity. The illiquidity of these investments may make it difficult for us to sell positions if the need arises. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. In addition, we may face other restrictions on our ability to liquidate an investment in a portfolio company to the extent that we hold a significant portion of a company’s equity or if we have material nonpublic information regarding that company.

Our portfolio is currently invested in a limited number of portfolio companies and industries and may continue to be in the near future. Beyond the asset diversification requirements associated with our qualification as a RIC for U.S. federal income tax purposes, we do not have fixed guidelines for diversification. While we are not targeting any specific industries, our investments may be focused on relatively few industries. For example, although 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, many of our portfolio companies principally provide software products or services, which exposes us to downturns in that sector. As a result, the aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need to write down the value of any one investment. Additionally, a downturn in any particular industry in which we are invested could significantly affect our aggregate returns.

We may securitize certain of our investments, which may subject us to certain structured financing risks.

Although we have not done so to date, we may securitize certain of our investments in the future, including through the formation of one or more collateralized loan obligations, or CLOs, while retaining all or most of the exposure to the performance of these investments. This would involve contributing a pool of assets to a special purpose entity, and selling debt interests in that entity on a non-recourse or limited-recourse basis to purchasers.

If we were to create a CLO or other securitization vehicle, we would depend on distributions from the vehicle to pay dividends to our stockholders. The ability of a CLO or other securitization vehicle to make distributions will be subject to various limitations, including the terms and covenants of the debt it issues. For example, tests (based on interest coverage or other financial ratios or other criteria) may restrict our ability, as holder of a CLO or other securitization vehicle equity interest, to receive cash flow from these investments. We cannot assure you that any such performance tests would be satisfied. Also, a CLO or other securitization vehicle may take actions that delay distributions to preserve ratings and to keep the cost of present and future financings lower or the financing vehicle may be obligated to retain cash or other assets to satisfy over-collateralization requirements commonly provided for holders of its debt. As a result, there may be a lag, which could be significant, between the repayment or other realization on a loan or other assets in, and the distribution of cash out of, a CLO or other securitization vehicle, or cash flow may be completely restricted for the life of the CLO or other securitization vehicle.

In addition, a decline in the credit quality of loans in a CLO or other securitization vehicle due to poor operating results of the relevant borrower, declines in the value of loan collateral or increases in defaults, among other things, may force the sale of certain assets at a loss, reducing their earnings and, in turn, cash potentially available for distribution to us for distribution to our stockholders. If we were to form a CLO or other securitization vehicle, to the extent that any losses were incurred by the financing vehicle in respect of any collateral, these losses would be borne first by us as owners of its equity interests. Any equity interests that we were to retain in a CLO or other securitization vehicle would not be secured by its assets and we would rank behind all of its creditors.

A CLO or other securitization vehicle, if created, also would likely be consolidated in our financial statements and consequently affect our asset coverage ratio, which may limit our ability to incur additional leverage. See “ ITEM 1. BUSINESS – Regulation as a Business Development Company.”

We are a lender, and loans (and any equity investments we make) typically will be non-controlling investments, meaning we will not be in a position to control the management, operation and strategic decision-making of the companies we invest in (outside of, potentially, the context of a restructuring, insolvency or similar event). As a result, we will be subject to the risk that a portfolio company we do not control, or in which we do not have a majority ownership position, may make business decisions with which we

disagree, and the equity holders and management of such a portfolio company may take risks or otherwise act in ways that are adverse to our interests. We may not be able to dispose of our investments in the event that we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

We are exposed to risks associated with changes in interest rates.

The majority of our debt investments are based on floating rates, such as SOFR, EURIBOR, SONIA, the Federal Funds Rate or the Prime Rate. General interest rate fluctuations may have a substantial negative impact on our investments, the value of our common stock and our rate of return on invested capital. On one hand, a reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on our net interest income, which also could be negatively impacted by our borrowers making prepayments on their loans. On the other hand, an increase in interest rates could increase the interest repayment obligations of our borrowers and result in challenges to their financial performance and ability to repay their obligations.

We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. See “ —Risks Related to Our Portfolio Company Investments—We expose ourselves to risks when we engage in hedging transactions. ”

We may not be able to realize expected returns on our invested capital.

We may not realize expected returns on our investment in a portfolio company due to changes in the portfolio company’s financial position or due to an acquisition of the portfolio company. If a portfolio company repays our loans prior to their maturity, we may not receive our expected returns on our invested capital. Many of our investments are structured to provide a disincentive for the borrower to pre-pay or call the security, but this call protection may not cover the full expected value of an investment if that investment is repaid prior to maturity.

Middle-market companies operate in a highly acquisitive market with frequent mergers and buyouts. If a portfolio company is acquired or merged with another company prior to drawing on our commitment, we would not realize our expected return. Similarly, in many cases companies will seek to restructure or repay their debt investments or buy our other equity ownership positions as part of an acquisition or merger transaction, which may result in a repayment of debt or other reduction of our investment.

By originating loans to companies that are experiencing significant financial or business difficulties, we may be exposed to distressed lending risks.

As part of our lending activities, we may originate loans to companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Although the terms of such financing may result in significant financial returns to us, they involve a substantial degree of risk. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies experiencing significant business and financial difficulties is unusually high. We cannot assure you that we will correctly evaluate the value of the assets collateralizing our loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company that we fund, we may lose all or part of the amounts advanced to the borrower or may be required to accept collateral with a value less than the amount of the loan advanced by us to the borrower.

Our portfolio companies may incur debt or issue equity securities that rank equally with, or senior to, our investments in those companies.

Our portfolio companies may have, or may be permitted to incur, other debt, or issue other equity securities that rank equally with, or senior to, our investments. By their terms, those instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments. These debt instruments would usually prohibit the portfolio companies from paying interest on or repaying our investments in the event and during the continuance of a default under the debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of securities ranking senior to our investment in that portfolio company typically would be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying those holders, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

The rights we may have with respect to the collateral securing certain loans we make to our portfolio companies may also be limited pursuant to the terms of one or more intercreditor agreements or agreements among lenders. Under these agreements, we may forfeit certain rights with respect to the collateral to holders with prior claims. These rights may include the right to commence enforcement proceedings against the collateral, the right to control the conduct of those enforcement proceedings, the right to approve amendments to collateral documents, the right to release liens on the collateral and the right to waive past defaults under collateral documents. We may not have the ability to control or direct such actions, even if as a result our rights as lenders are adversely affected.

We may be exposed to special risks associated with bankruptcy cases.

One or more of our portfolio companies may be involved in bankruptcy or other reorganization or liquidation proceedings. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, we cannot assure you that a bankruptcy court would not approve actions that may be contrary to our interests. There also are instances where creditors can lose their ranking and priority if they are considered to have taken over management of a borrower. If one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors.

The reorganization of a company can involve substantial legal, professional and administrative costs to a lender and the borrower. It is subject to unpredictable and lengthy delays, and during the process a company’s competitive position may erode, key management may depart and a company may not be able to invest adequately. In some cases, the debtor company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental value.

In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. For example, we could become subject to a lender liability claim (alleging that we misused our influence on the borrower for the benefit of its lenders), if, among other things, the borrower requests significant managerial assistance from us and we provide that assistance.

Our failure to make follow-on investments in our portfolio companies could impair the value of our investments.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments to:

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increase or maintain in whole or in part our equity ownership percentage;

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exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

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attempt to preserve or enhance the value of our investment.

We may elect not to make follow-on investments, may be constrained in our ability to employ available funds, or otherwise may lack sufficient funds to make those investments. We have the discretion to make any follow-on investments, subject to the availability of capital resources. However, doing so could be placing even more capital at risk in existing portfolio companies.

The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities or because we are inhibited by compliance with BDC requirements or the desire to maintain our tax status.

Any acquisitions or strategic investments that we pursue are subject to risks and uncertainties.

We have pursued and may continue to pursue growth through acquisitions or strategic investments in new businesses. Completion and timing of any such acquisitions or strategic investments may be subject to a number of contingencies, including the uncertainty in reaching a commercial agreement with our counterparty, our ability to obtain required board, shareholder and regulatory approvals, as well as any required financing (or the risk that these are obtained subject to terms and conditions that are not anticipated). The announcement or consummation of any transaction also may adversely impact our business relationships or engender competitive responses.

Acquisitions could involve numerous additional risks, such as unanticipated litigation, unexpected costs, liabilities, charges or expenses resulting from a transaction, the inability to generate sufficient revenue to offset acquisition costs and any changes in general economic or industry specific conditions. There can be no assurance that the integration of an acquired business will be successful or that an acquired business will prove to be profitable or sustainable. The failure to integrate successfully or to manage the challenges presented by an integration process may adversely impact our financial results. In addition, the proposal and negotiation of acquisitions or strategic investments, whether or not completed, as well as the integration of those businesses into our existing portfolio, could result in substantial expenses and the diversion of our Adviser’s time, attention and resources from our day-to-day operations.

Our ability to manage our growth through acquisitions or strategic investments will depend, in part, on our success in addressing these risks. Any failure to effectively implement our acquisition or strategic investment strategies could have a material adverse effect on our business, financial condition or results of operations.

We cannot guarantee that we will be able to obtain various required licenses in U.S. states or in any other jurisdiction where they may be required in the future.

We are required to have and may be required in the future to obtain various state licenses to, among other things, originate commercial loans, and may be required to obtain similar licenses from other authorities, including outside of the United States, in the future in connection with one or more investments. Applying for and obtaining required licenses can be costly and take several months. We cannot assure you that we will maintain or obtain all of the licenses that we need on a timely basis. We also are and will be subject to various information and other requirements to maintain and obtain these licenses, and we cannot assure you that we will satisfy those requirements. Our failure to maintain or obtain licenses that we require, now or in the future, might restrict investment options and have other adverse consequences.

Our investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy may include potential investments in foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, U.S. trade policy, political and social instability, expropriation, imposition of foreign taxes (potentially at confiscatory levels), less liquid markets, less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Uncertainty in the wake of Russia’s invasion of Ukraine and conflict in the Middle East, among other current events, could also have negative impacts on the economies of countries in Europe and elsewhere. In addition, interest income derived from loans to foreign companies is not eligible to be distributed to our non-U.S. stockholders free from withholding taxes.

Although most of our investments will be U.S. dollar-denominated, our investments that are denominated in a foreign currency will be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital gains and political developments. 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 expose ourselves to risks when we engage in hedging transactions.

We have entered, and may in the future enter, into hedging transactions, which may expose us to risks associated with such transactions. We may seek to utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates and the relative value of certain debt securities from changes in market interest rates. Use of these hedging instruments may include counterparty credit risk. To the extent we have non-U.S. investments, particularly investments denominated in non-U.S. currencies, our hedging costs will increase.

We also have the ability to borrow in certain foreign currencies under the second amended and restated senior secured revolving credit agreement, as amended, with Truist Bank (as a successor by merger to SunTrust Bank), as administrative agent, and certain lenders, which we refer to as the Revolving Credit Facility. 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 Revolving Credit Facility, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions were to decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions were to increase. It also may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price.

The success of our hedging strategy will depend on our ability to correctly identify appropriate exposures for hedging. To date, we have entered into hedging transactions to seek to reduce currency exchange rate risk and interest rate risk related to specific portfolio companies. In addition, in connection with our 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, which bear interest at fixed rates, we entered into fixed-to-floating interest rate swaps to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. However, unanticipated changes in currency exchange rates or other exposures that we might hedge may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary, as may the time period in which the hedge is effective relative to the time period of the related exposure.

For a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the positions being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Income derived from hedging transactions also is not eligible to be distributed to non-U.S. stockholders free from withholding taxes. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could affect the effectiveness of that strategy. For additional information on these regulatory changes, see “ —Risks Related to Our Portfolio Company Investments—The market structure applicable to derivatives imposed by the Dodd-Frank Act may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes .” See also “ —Risks Related to Our Portfolio Company Investments—We are exposed to risks associated with changes in interest rates ” and “ ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS—Results of Operations—Hedging .”

Finally, Rule 18f-4 constrains our ability to use swaps and other derivatives. Among other requirements, the rule would force us to reduce our use of derivatives, unless we were to qualify as a limited derivatives user under the rule, if the value-at-risk of our investment portfolio including our swap or derivative positions, exceeds 200 percent of a “designated reference portfolio,” which is a designated index that is unleveraged and reflects the market or asset classes in which we invest or our securities portfolio. If we could not identify a suitable reference portfolio, our value-at-risk would not be permitted to exceed 20% of our net assets. In addition, we are required under the final rule to establish a risk management program for our use of swaps or other derivative positions. Based on our current use of derivatives primarily for interest rate hedging purposes, we believe that we qualify, and will continue to qualify, as a limited derivatives user under the rule. However, we cannot assure you that we will be treated as a limited derivatives user or that our approach to our use of derivatives will not change.

The market structure applicable to derivatives imposed by the Dodd-Frank Act may affect our ability to use over-the-counter (“OTC”) derivatives for hedging purposes.

The Dodd-Frank Act enacted, and the Commodity Futures Trading Commission, or CFTC, and SEC have issued or proposed rules to implement, both broad new regulatory requirements and broad new structural requirements applicable to OTC derivatives markets and, to a lesser extent, listed commodity futures (and futures options) markets. Similar changes are in the process of being implemented in other major financial markets.

Recent and anticipated regulatory changes require that certain types of OTC derivatives, including those that we may use for hedging activities such as interest rate and credit default swaps, be cleared and traded on regulated platforms, and these regulatory changes are expected to apply to foreign exchange transactions in the future. Our cleared OTC derivatives (such as the interest rate swaps we entered into in connection with certain investments in portfolio companies and our 2026 Notes, 2028 Notes and 2029 Notes) are subject to margin requirements established by regulated clearinghouses, including daily exchanges of cash variation (or mark-to-market) margin and an upfront posting of cash or securities initial margin to cover the clearinghouse’s potential future exposure to the default of a party to a particular OTC derivatives transaction. U.S. regulators have also adopted rules imposing margin requirements for OTC derivatives executed with registered swap dealers or security-based swap dealers that are not cleared. The margin requirements for cleared and uncleared OTC derivatives may require that our Adviser, in order to maintain its exclusion from commodity pool operator (“CPO”) registration under CFTC Rule 4.5, limit our ability to enter into hedging transactions or to obtain synthetic investment exposures, in either case adversely affecting our ability to mitigate risk. Furthermore, any failure by us to fulfill any collateral requirement (e.g., a so-called “margin call”) may result in a default and could have a material adverse impact on our business, financial condition and results of operations.

The Dodd-Frank Act and the rules adopted by the CFTC and SEC thereunder also imposed requirements relating to real-time public and regulatory reporting of OTC derivative transactions, enhanced documentation requirements, position limits on an expanded array of derivatives, and recordkeeping requirements. Taken as a whole, these changes could significantly increase the cost of using uncleared OTC derivatives to hedge risks, including interest rate and foreign exchange risk; reduce the level of exposure we are able to obtain for risk management purposes through OTC derivatives (including as the result of the CFTC imposing position limits on additional products); reduce the amounts available to us to make non-derivatives investments; impair liquidity in certain OTC derivatives; and adversely affect the quality of execution pricing obtained by us, all of which could adversely impact our investment returns.

If we cease to be eligible for an exemption from regulation as a commodity pool operator, our compliance expenses could increase substantially.

Our Adviser has filed with the National Futures Association a notice of exclusion from registration with the CFTC as a commodity pool operator (“CPO”) pursuant to CFTC Rule 4.5. CFTC Rule 4.5 relieves our Adviser from registering with the CFTC as the CPO of us, so long as we:

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continue to be regulated by the SEC as a BDC;

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confine our trading in CFTC-regulated derivatives within specified thresholds; and

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are not marketed to the public as a commodity pool or as a vehicle for trading in CFTC-regulated derivatives.

If we were unable to satisfy the conditions of CFTC Rule 4.5 in the future, our Adviser may be subject to registration with the CFTC as a CPO, unless it can rely on a different exclusion, exemption or no-action relief. Registered CPOs must comply with numerous substantive regulations related to disclosure, reporting and recordkeeping, and are required to become members of the NFA, and be subject to the NFA’s rules and bylaws. Compliance with these additional registration and regulatory requirements could increase our expenses and impact performance.

Our portfolio investments may present special tax issues.

Investments in below-investment grade debt instruments and certain equity securities may present special tax issues for us. U.S. federal income tax rules are not entirely clear about certain issues, including when we may cease to accrue interest, original issue discount or market discount, when and to what extent certain deductions may be taken for bad debts or worthless equity securities, how payments received on obligations in default should be allocated between principal and interest income, as well as whether exchanges of debt instruments in a bankruptcy or workout context are taxable. These matters could cause us to recognize taxable income for U.S. federal income tax purposes, even in the absence of cash or economic gain, and require us to make taxable distributions to our stockholders to maintain our RIC status or preclude the imposition of either U.S. federal corporate income or excise taxation. Additionally, because such taxable income may not be matched by corresponding cash received by us, we may be required to borrow money or dispose of other investments to be able to make distributions to our stockholders. These and other issues will be considered by us, to the extent determined necessary, so that we aim to minimize the level of any U.S. federal income or excise tax that we would otherwise incur. See “ ITEM 1. BUSINESS—Regulation as a Business Development Company — Regulated Investment Company Classification ” for more information.

There are certain risks associated with holding debt obligations that have original issue discount or payment-in-kind interest.

Original issue discount, or OID, may arise if we hold securities issued at a discount, receive warrants in connection with the making of a loan, or in certain other circumstances. OID creates the risk that Incentive Fees will be paid to the Adviser based on non-cash accruals that ultimately may not be realized, while the Adviser will be under no obligation to reimburse us for these fees.

The higher interest rates of OID instruments reflect the payment deferral and increased credit risk associated with these instruments, and OID instruments generally represent a significantly higher credit risk than coupon loans. Even if the accounting conditions for income accrual are met, the borrower could still default when our actual collection is supposed to occur at the maturity of the obligation.

OID instruments may have unreliable valuations because their continuing accruals require continuing judgments about the collectability of the deferred payments and the value of any associated collateral. OID income may also create uncertainty about the source of our cash dividends.

For accounting purposes, any cash dividends to stockholders representing OID income are not treated as coming from paid-in capital, even if the cash to pay them comes from the proceeds of issuances of our common stock. As a result, despite the fact that a dividend representing OID income could be paid out of amounts invested by our stockholders, the 1940 Act does not require that stockholders be given notice of this fact by reporting it as a return of capital.

Payment-in-kind, or PIK, interest has the effect of generating investment income at a compounding rate, thereby further increasing the Incentive Fees payable to the Adviser. Similarly, all things being equal, the deferral associated with PIK interest also increases the loan-to-value ratio at a compounding rate.

Risks Related to Our Securities

There is a risk that investors in our common stock may not receive dividends or that our dividends may not grow over time.

We intend to continue paying dividends on a quarterly basis to our stockholders out of assets legally available for distribution. We cannot assure you that we will achieve investment results or maintain a tax status that will allow or require any specified level of cash dividends or year-to-year increases in cash dividends. Our ability to pay dividends might be adversely affected by the impact of one or more of the risk factors described in this Annual Report. Due to the asset coverage test applicable to us under the 1940 Act as a BDC or restrictions under our credit facilities, we may be limited in our ability to pay dividends. Although a portion of our expected earnings and dividend distributions will be attributable to net interest income, we do not expect to generate capital gains from the sale of our portfolio investments on a level or uniform basis from quarter to quarter. This may result in substantial fluctuations in our quarterly dividend payments.

In some cases where we receive certain upfront fees in connection with loans we originate, we treat the loan as having OID under applicable accounting and tax regulations, even though we have received the corresponding cash. In other cases, however, we may recognize income before or without receiving the corresponding cash, including in connection with the accretion of OID. For other risks associated with debt obligations treated as having OID, see “ —Risks Related to Our Portfolio Company Investments—There are certain risks associated with holding debt obligations that have original issue discount or payment-in-kind interest .”

Therefore, we may be required to make a distribution to our stockholders in order to satisfy the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code, even though we may not have received the corresponding cash amount. Accordingly, we may have to sell investments at times we would not otherwise consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements for this purpose. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thereby be subject to corporate-level income tax.

To the extent that the amounts distributed by us exceed our current and accumulated earnings and profits, these excess distributions will be treated first as a return of capital to the extent of a stockholder’s tax basis in his or her shares and then as capital gain. Reducing a stockholder’s tax basis will have the effect of increasing his or her gain (or reducing loss) on a subsequent sale of shares.

The part of the Incentive Fee payable by us that relates to our net investment income is computed and paid on income that may include interest that has been accrued but not yet received in cash. If a portfolio company defaults on a loan, it is possible that accrued interest previously used in the calculation of the Incentive Fee will become uncollectible. Consequently, while we may make Incentive Fee payments on income accruals that we may not collect in the future and with respect to which we do not have a clawback right against our Adviser, the amount of accrued income written off in any period will reduce the income in the period in which the write-off is taken and thereby reduce that period’s Incentive Fee payment, if any.

In addition, the middle-market companies in which we intend to invest may be more susceptible to economic downturns than larger operating companies, and therefore may be more likely to default on their payment obligations to us during recessionary periods. Any such defaults could substantially reduce our net investment income available for distribution in the form of dividends to our stockholders.

Investing in our securities may involve a high degree of risk.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our securities may not be suitable for someone with lower risk tolerance.

The market price of our common stock may fluctuate significantly.

The market price and liquidity of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

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significant volatility in the market price and trading volume of securities of BDCs or other companies in our sector, which is not necessarily related to the operating performance of these companies;

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changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

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the exclusion of BDC common stock from certain market indices, which could reduce the ability of certain investment funds to own our common stock and put short term selling pressure on our common stock;

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loss of RIC or BDC status;

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changes or perceived changes in earnings or variations in operating results;

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changes in our portfolio of investments;

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changes or perceived changes in the value of our portfolio of investments;

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changes in accounting guidelines governing valuation of our investments;

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any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

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any downgrades to our credit rating or placement on a negative watch status by a credit rating agency;

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departure of the Adviser’s or any of its affiliates’ key personnel;

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operating performance of companies comparable to us;

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short-selling pressure with respect to shares of our common stock or BDCs generally;

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future sales of our securities convertible into or exchangeable or exercisable for our common stock or the conversion of such securities;

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uncertainty surrounding the strength of the U.S. economy;

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concerns regarding European sovereign debt and Brexit;

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concerns regarding volatility in the Chinese stock market and Chinese currency;

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concerns regarding U.S. and global tariffs and trade policy;

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the impact of the large-scale invasion of Ukraine by Russia that began in February 2022, related sanctions
and other potential retaliatory actions or responses;

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fluctuations in base interest rates, such as SOFR, EURIBOR, SONIA, the Federal Funds Rate or the Prime Rate;

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the impact of public health epidemics on the global economy;

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general economic trends and other external factors; and

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loss of a major funding source.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. If our stock price fluctuates significantly, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

We cannot assure you that the market price of shares of our common stock will not decline.

Shares of closed-end investment companies, including BDCs, frequently trade at a discount from their net asset value and our stock may also be discounted in the market. This characteristic of closed-end investment companies is separate and distinct from the risk that our net asset value per share of common stock may decline. In the past, shares of BDCs, including at times shares of our common stock, have traded at prices per share below net asset value per share. We cannot predict whether our common stock will trade at a price per share above, at or below net asset value per share. In addition, if our common stock trades below its net asset value per share, we will generally not be able to sell additional shares of our common stock to the public at its market price without first obtaining the approval of a majority of our stockholders (including a majority of our unaffiliated stockholders) and our Independent Directors for such issuance. See “—Risks Related to Our Business and Structure—Regulations governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.”

Sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock.

Sales of substantial amounts of our common stock, the availability of such common stock for sale or the perception that such sales could occur could adversely affect the prevailing market prices for our common stock. If this occurs, it could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. We cannot predict what effect, if any, future sales of securities or the availability of securities for future sales will have on the market price of our common stock prevailing from time to time.

Our stockholders will experience dilution in their ownership percentage if they opt out of our dividend reinvestment plan.

We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash dividends and distributions declared by the Board on behalf of investors who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our stockholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional common stock, rather than receiving the cash dividend or other distribution. See “ITEM 1. BUSINESS—Dividend Policy ” and “ ITEM 1. BUSINESS—Dividend Reinvestment Plan ” for a description of our dividend policy and obligations.

In addition, the number of shares issued pursuant to the dividend reinvestment plan will be determined based on the market price of shares of our common stock, except in circumstances where the market price exceeds our most recently computed net asset value per share, in which case we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share or such lesser discount to the current market price per share that still exceeds the most recently computed net asset value per share. Accordingly, participants in the dividend reinvestment plan may receive a greater number of shares of our common stock than the number of shares associated with the market price of our common stock, resulting in dilution for other stockholders. Stockholders that opt out of our dividend reinvestment plan will experience dilution in their ownership percentage of our common stock over time.

Purchases of our common stock by us under the Company 10b5-1 Plan may result in the price of our common stock being higher than the price that otherwise might exist in the open market.

We have entered into an agreement with Goldman Sachs & Co. LLC, which we refer to as the Company 10b5-1 Plan, in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act, under which Goldman Sachs & Co. LLC, as agent for us, will buy up to $50 million of our common stock in the aggregate during the period ending on the earlier of the date on which all the capital committed to the plan has been exhausted or May 31, 2025.

Whether purchases will be made under the Company 10b5-1 Plan and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.

Purchases of our common stock by us under the Company 10b5-1 Plan may result in dilution to our net asset value per share.

On August 4, 2015, the Board authorized us to acquire up to $50 million in aggregate of our common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of November 5, 2024. Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions.

Dilution to our net asset value per share will occur if we purchase shares of our common stock at a price above the net asset value per share, as it would cause a proportionately smaller increase in our stockholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such repurchase.

As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of shares of common stock that could be so repurchased, the price and the timing of any repurchases under the Company 10b5-1 Plan.

General Risk Factors

Our business is highly dependent on the communications and information systems of the Adviser, its affiliates and third parties. Further, in the ordinary course of our business we or the Adviser engage certain third-party service providers to provide us with services necessary for our business. Any failure or interruption of those systems or services, including as a result of the termination or suspension of an agreement with any third-party service providers, could cause delays or other problems in our activities. Our financial, accounting, data processing, backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our business. There could be:

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sudden electrical or telecommunications outages;

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natural disasters such as earthquakes, tornadoes and hurricanes;

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disease pandemics;

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events arising from local or larger scale political or social matters, including wars or terrorist acts;

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outages due to idiosyncratic issues at specific providers; and

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cyber-attacks.

These events, in turn, could have a material adverse effect on our operating results and negatively affect the market price of our common stock and our ability to pay dividends to our stockholders.

Changes in laws or regulations governing our operations may adversely affect our business.

We and our portfolio companies are subject to regulation by laws and regulations at the local, state, federal and, in some cases, foreign levels. These laws and regulations, as well as their interpretation, may be changed from time to time, and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation, or newly enacted laws or regulations and any failure by us or our portfolio companies to comply with these laws or regulations, could require changes to certain business practices of us or our portfolio companies, negatively impact the operations, cash flows or financial condition of us or our portfolio companies, impose additional costs on us or our portfolio companies or otherwise adversely affect our business or the business of our portfolio companies. In particular, changes to the laws and regulations governing BDCs or the interpretation of these laws and regulations by the staff of the SEC could disrupt our business model. For example, tax reform legislation could have an adverse impact on us, the credit markets and our portfolio companies, to the extent the reduction in corporate tax rates or limitations on interest expense deductibility impact the credit markets and our portfolio companies. Any changes to the laws and regulations governing our operations or the U.S. federal income tax treatment of our assets may cause us to alter our investment strategy to avail ourselves of new or different opportunities. For more information on tax regulatory risks, see “ Risks Related to our Portfolio Company Investments.”

Over the last several years, there has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether these regulations will be implemented or what form they will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.

Economic and trade sanctions could make it more difficult or costly for us to conduct our operations or achieve our business objectives.

Economic and trade sanctions laws in the United States and other jurisdictions may prohibit us from transacting with or in certain countries and with certain individuals, companies and industry sectors. In the United States, the U.S. Department of the Treasury’s

Office of Foreign Assets Control (“OFAC”), administers and enforces laws, Executive Orders and regulations establishing U.S. sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. In addition, certain sanctions programs prohibit dealing with individuals or entities in certain countries, or certain securities and certain industry sectors regardless of whether relevant individuals or entities appear on the lists maintained by OFAC, which may make it more difficult for us to comply with applicable sanctions. These types of sanctions may significantly restrict or limit our investment activities in certain countries (in particular, certain emerging market countries). We may from time to time be subject to trade sanctions laws and regulations of other jurisdictions, which may be inconsistent with or even seek to prohibit compliance with certain sanctions programs administered by OFAC. The legal uncertainties arising from those conflicts may make it more difficult or costly for us to navigate investment activities that are subject to sanctions administered by OFAC or the laws and regulations of other jurisdictions. Some jurisdictions where the Company or its portfolio companies do business from time to time have adopted measures prohibiting compliance with certain U.S. sanctions programs, which may make compliance with all applicable sanctions impossible.

At the same time, the Company may be obligated to comply with certain anti-boycott laws and regulations that prevent us from engaging in certain discriminatory practices that may be allowed or required in certain jurisdictions. the Company’s refusal to discriminate in this manner could make it more difficult for us to pursue certain investments and engage in certain business activities, and any compliance with such practices could subject us to fines, penalties, and adverse legal and reputational consequences.

The ongoing armed conflicts as a result of the Russian invasion of Ukraine and the conflict in the Middle East may have a material adverse impact on us and our portfolio companies.

The Russian invasion of Ukraine and the conflict in the Middle East have led, are currently leading, and for an unknown period of time may continue to lead to disruptions in local, regional, national, and global markets and economies affected thereby and could have a negative impact on the economy and business activity globally (including in the countries in which the Company invests), and therefore could adversely affect the performance of the Company’s investments. Furthermore, the aforementioned conflicts and the varying involvement of the United States and other NATO countries could preclude prediction as to their ultimate adverse impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Company and the performance of its investments or operations, and the ability of the Company to achieve its investment objectives. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in such conflict zones, they may have adverse consequences related to the ongoing conflict.

The effect of global climate change may adversely affect our business and impact the operations of our portfolio companies.

We and our portfolio companies face risks associated with climate change including risks related to the impact of climate-and ESG-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends, and risks stemming from the physical impacts of climate change.

New climate change-related regulations or interpretations of existing laws may result in enhanced disclosure obligations, which could negatively affect us or our portfolio companies and materially increase our regulatory burden. Increased regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend more time or buy new technology to comply effectively. At the portfolio company level, while we have increasingly and substantially sought to invest in sectors that are inherently lower carbon intensity (e.g., business services) which decreases transition risk, there are still individual portfolio companies in these and other sectors that could face transition risk if carbon-related regulations or taxes are implemented. Further, advances in climate science may change society’s understanding of sources and magnitudes of negative effects on climate, which could negatively impact portfolio company financial performance and regulatory jeopardy. For our portfolio companies, business trends related to climate change may require capital expenditures, product or service redesigns, and changes to operations and supply chains to meet changing customer expectations. While this can create opportunities, not addressing these changed expectations could create business risks for portfolio companies.

Further, significant physical effects of climate change including extreme weather events such as hurricanes or floods, can also have an adverse impact on certain of our portfolio companies and investments, especially our portfolio companies that rely on locations in the affected areas. As the effects of climate change increase, we expect the frequency and impact of weather and climate related events and conditions to increase as well. For example, unseasonal or violent weather events can have a material impact to businesses that focus on tourism or recreational travel. Additionally, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use

due to weather changes may affect some of our portfolio companies’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.

I TEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSE CURITY

Cybersecurity Risk Management and Strategy

As an externally managed closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act, our day-to-day operations are managed by the Adviser, Administrator and our executive officers under the oversight of our Board of Directors. Our executive officers are senior professionals of the Adviser and Sixth Street and each of the Adviser and Administrator is a subsidiary of Sixth Street. As such, we are reliant on Sixth Street for assessing, identifying and managing material risks to our business from cybersecurity threats. Below are details Sixth Street has provided to us regarding its cybersecurity program that are relevant to us.

Sixth Street maintains a comprehensive cybersecurity program, including policies and procedures designed to protect its systems, operations, and the data utilized and entrusted to it, including by us, from anticipated threats or hazards. Sixth Street utilizes a variety of protective measures as a part of its cybersecurity program. These measures include, where appropriate, physical and digital access controls, patch management, identity verification and mobile device management software, employee cybersecurity awareness and best practices training programs, security baselines and tools to report anomalous activity, and monitoring of data usage, hardware and software, among others.

Sixth Street tests its cybersecurity defenses regularly through automated and manual vulnerability scanning, to identify and remediate critical vulnerabilities. In addition, it conducts annual “white hat” penetration tests to validate its security posture. Further, Sixth Street engages in cyber incident tabletop exercises and scenario planning exercises involving hypothetical cybersecurity incidents to test its cyber incident response processes. Tabletop exercises are conducted by Sixth Street’s Technology Risk team in collaboration with outside service providers as appropriate and includes members of Sixth Street’s senior management and Legal/ Compliance team. Learnings from these tabletop exercises and any events that Sixth Street experiences are reviewed, discussed, and incorporated into its cybersecurity framework as appropriate.

In addition to Sixth Street’s internal exercises to test aspects of its cybersecurity program, Sixth Street periodically engages independent third parties to assess the risks associated with its information technology resources and information assets. Among other matters, these third parties analyze data on the interactions of users of Sixth Street’s information technology resources, including employees, and conduct penetration tests and scanning exercises to assess the performance of the cybersecurity systems and processes.

Sixth Street has a comprehensive Security Incident Response Plan (the “IRP”) designed to inform the proper escalation (including, as appropriate, to our executive officers and other representatives of the Adviser or its affiliates) of non-routine suspected or confirmed information security or cybersecurity events based on the expected risk an event presents. As appropriate, a team composed of individuals from several internal technical and managerial functions may be formed to investigate and remediate the event and determine the extent of external advisor support required, including from external counsel, forensic investigators, and/or law enforcement. The IRP sets out ongoing monitoring or remediating actions to be taken after resolution of an incident. The IRP is reviewed at least annually.

Sixth Street maintains a cybersecurity risk management process to identify and mitigate risks that impact the firm. Sixth Street’s Head of Technology Risk periodically discusses and reviews cybersecurity risks and related mitigants with Sixth Street’s Cybersecurity Committee and incorporates relevant cybersecurity risk updates and metrics.

Sixth Street employs a process designed to assess the cybersecurity risks associated with the engagement of third-party vendors . This assessment is conducted on the basis of, among other factors, the types of services provided and the extent and type of data accessed or processed by a third-party vendor.

In the last three fiscal years, we have not experienced a material information security breach incident and the expenses we have incurred from information security breach incidents have been immaterial. However, future incidents could have a material impact on our business strategy, results of operations or financial condition . For a discussion of how risks from cybersecurity threats affect our business, and our reliance on the Sixth Street and its affiliates in managing these risks, see “Part 1. Item 1A. Risk Factors – Risk Related to our Business – Cybersecurity risks and cyber incidents may adversely affect our business or those of our portfolio companies by causing a disruption to our operations, a compromise or corruption of confidential information and/or damage to

business relationships, or those of our portfolio companies, all of which could negatively impact our business, results of operations or financial condition” in this Annual Report on Form 10-K.

Cybersecurity Governance

Sixth Street has a dedicated cybersecurity team, led by its Head of Technology Risk, who works closely with Sixth Street’s Cybersecurity Committee, to develop and advance the firm’s cybersecurity strategy, which applies to us . Sixth Street’s Cybersecurity Committee includes its Chief Operating Officer and Chief Information Officer, Chief Risk Officer, General Counsel, Chief Compliance Officer, as well as our Chief Financial Officer and Chief Compliance Officer .

The Head of Technology Risk has extensive experience in cybersecurity and technology and is responsible for all aspects of cybersecurity across Sixth Street. He has a B.S. in Computer Science from University of Washington and has over 18 years of experience contributing to cybersecurity related workflows, processes, policies, system designs, program management, and vulnerability discovery, exploitation, mitigation, and remediation .

Sixth Street conducts periodic cybersecurity risk assessments, including assessments or audits of third-party vendors, and assists with the management and mitigation of identified cybersecurity risks . The Head of Technology Risk reviews the cybersecurity framework annually as well as on an event-driven basis as necessary. The Head of Technology Risk also reviews the scope of the cybersecurity measures periodically, including in the event of a change in business practices that may implicate the security or integrity of Sixth Street’s information and systems.

Our Board of Directors is responsible for understanding the primary risks to our business, including any cybersecurity risks. The Board of Directors is responsible for reviewing periodically our and the Adviser’s information technology security controls and related compliance matters, with management. Sixth Street’s Head of Technology Risk reports to the Board of Directors at least annually on cybersecurity matters, including risks facing us and the Adviser and, as applicable, certain incidents . In addition to such periodic reports, the Board of Directors may receive updates from management as to our and the Adviser’s cybersecurity risks and Sixth Street cybersecurity program developments .

I TEM 2. PROPERTIES

We maintain our principal executive office at 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201. We do not own any real estate.

I TEM 3. LEGAL PROCEEDINGS

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under loans to or other contracts with our portfolio companies. As of December 31, 2024 we were not aware of any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.

I TEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

Our common stock is traded on the NYSE under the symbol “TSLX.” Our common stock has historically traded at prices both above and below our net asset value per share. It is not possible to predict whether our common stock will trade at a price per share at, above or below net asset value per share. See “ ITEM 1A. RISK FACTORS—Risks Related to Our Securities—We cannot assure you that the market price of shares of our common stock will not decline .”

Holders

As of February 13, 2025, there were approximately 4 holders of record of our common stock (including Cede & Co.). This number does not include shareholders for whom shares are held in “nominee” or “street name.”

Issuer Purchases of Equity Securities

For the year ended December 31, 2024, there was no common stock repurchased by the Company.

Stock Performance Graph

The following graph compares the total return on our common stock from December 31, 2019 to December 31, 2024 with that of the Standard & Poor’s BDC Index, the Standard & Poor’s 500 Stock Index, the S&P LSTA Leveraged Loan Index (“Leverage Loan Index”), and the Bloomberg Barclays US Corporate High Yield Total Return Index (“High Yield Bond Index”). This graph assumes that on December 31, 2019, $100 was invested in our common stock, the Standard & Poor’s BDC Index, the Standard & Poor’s 500 Stock Index, the Leverage Loan Index and the High Yield Bond Index. The graph also assumes the reinvestment of all cash dividends prior to any tax effect. The graph and other information furnished under this Part II Item 5 of this annual report on Form 10-K shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange Act. The performance included in the below graph is not necessarily indicative of future performance.

SENIOR SECURITIES

Information about our senior securities is shown in the following table as of the end of the last ten fiscal years. The report of our independent registered public accounting firm, KPMG LLP, on the senior securities table as of December 31, 2024 is attached as an exhibit to this annual report on Form 10-K. The “-” indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.


Class and Year/Period	Total Amount Outstanding Exclusive of Treasury Securities (1) ($ in millions)		Asset Coverage Per Unit (2)		Involuntary Liquidating Preference Per Unit (3)		Average Market Value Per Unit (4)
Revolving Credit Facilities
December 31, 2024	$	1,004.1	$	1,824.7	$	—	N/A
December 31, 2023		889.7		1,815.9		—	N/A
December 31, 2022		719.3		1,885.7		—	N/A
December 31, 2021		316.4		2,053.6		—	N/A
December 31, 2020		472.3		2,045.4		—	N/A
December 31, 2019		495.7		2,004.1		—	N/A
December 31, 2018		187.5		2,705.2		—	N/A
December 31, 2017		486.8		2,355.3		—	N/A
December 31, 2016		578.7		2,376.6		—	N/A
December 31, 2015		540.3		2,257.3		—	N/A
Convertible Senior Notes due 2019
December 31, 2024	$	—	$	—	$	—	N/A
December 31, 2023		—		—		—	N/A
December 31, 2022		—		—		—	N/A
December 31, 2021		—		—		—	N/A
December 31, 2020		—		—		—	N/A
December 31, 2019		—		—		—	N/A
December 31, 2018		114.3		2,705.2		—	N/A
December 31, 2017		113.7		2,355.3		—	N/A
December 31, 2016		113.1		2,376.6		—	N/A
December 31, 2015		112.5		2,257.3		—	N/A
Convertible Senior Note due 2022
December 31, 2024	$	—	$	—	$	—	N/A
December 31, 2023		—		—		—	N/A
December 31, 2022		—		—		—	N/A
December 31, 2021		100.0		2,053.6		—	N/A
December 31, 2020		142.5		2,045.4		—	N/A
December 31, 2019		171.9		2,004.1		—	N/A
December 31, 2018		171.7		2,705.2		—	N/A
December 31, 2017		114.7		2,355.3		—	N/A
2023 Notes
December 31, 2024	$	—	$	—	$	—	N/A
December 31, 2023		—		—		—	N/A
December 31, 2022		150.0		1,885.7		—	N/A
December 31, 2021		150.0		2,053.6		—	N/A
December 31, 2020		150.0		2,045.4		—	N/A
December 31, 2019		150.0		2,004.1		—	N/A
December 31, 2018		150.0		2,705.2		—	N/A
2024 Notes
December 31, 2024	$	—	$	—	$	—	N/A
December 31, 2023		347.2		1,815.9		—	N/A
December 31, 2022		346.8		1,885.7		—	N/A
December 31, 2021		346.4		2,053.6		—	N/A
December 31, 2020		346.1		2,045.4		—	N/A
December 31, 2019		297.2		2,004.1		—	N/A
2026 Notes
December 31, 2024	$	299.3	$	1,824.7	$	—	N/A
December 31, 2023		298.9		1,815.9		—	N/A
December 31, 2022		298.5		1,885.7		—	N/A
December 31, 2021		298.1		2,053.6		—	N/A
2028 Notes
December 31, 2024	$	298.6	$	1,824.7	$	—	N/A
December 31, 2023		298.3		1,815.9		—	N/A
2029 Notes
December 31, 2024	$	347.2	$	1,824.7	$	—	N/A

(1)

Total amount of each class of senior securities outstanding at carrying value, excluding the impact of deferred financing costs and hedge accounting relationships, at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)

The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The “-” in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)

Not applicable because the senior securities are not registered for public trading.

I TEM 6. RESERVED

I TEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

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 Specialty Lending, Inc. is a Delaware corporation formed on July 21, 2010. The Adviser is our external manager. We have four wholly owned subsidiaries, TC Lending, LLC, a Delaware limited liability company, which holds a California finance lender and broker license, Sixth Street SL SPV, LLC, a Delaware limited liability company, Sixth Street SL Holding, LLC, a Delaware limited liability company, and Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company.

We have elected to be regulated as a BDC under the 1940 Act and as a RIC under the Code. We made our BDC election on April 15, 2011. 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 shares are listed on the NYSE under the symbol “TSLX.”

Our Investment Framework

We are a specialty finance company focused on lending to middle-market companies. Since we began our investment activities in July 2011, through December 31, 2024, we have originated more than $46.2 billion aggregate principal amount of investments and retained approximately $10.9 billion aggregate principal amount of these investments on our balance sheet prior to any subsequent exits and repayments. We seek to generate current income primarily in U.S.-domiciled middle-market companies through direct investment originations of senior secured loans and, to a lesser extent, originations of mezzanine and unsecured loans and investments in corporate bonds, equity securities, and other instruments.

By “middle-market companies,” we mean companies that have annual EBITDA, which we believe is a useful proxy for cash flow, of $10 million to $250 million, although we may invest in larger or smaller companies on occasion. As of December 31, 2024, our core portfolio companies, which exclude certain investments that fall outside of our typical borrower profile and represent 95.4% of our total investments based on fair value, had weighted average annual revenue of $336.0 million and weighted average annual EBITDA of $110.2 million. As of December 31, 2024, our core portfolio companies had a median annual revenue of $146.9 million and a median annual EBITDA of $53.1 million.

The companies in which we invest use our capital to support organic growth, acquisitions, market or product expansion and recapitalizations (including restructurings). As of December 31, 2024, the largest single investment based on fair value represented 2.3% of our total investment portfolio.

As of December 31, 2024, the average investment size in each of our portfolio companies was approximately $30.3 million based on fair value. Portfolio companies includes investments in structured credit investments, which include each series of collateralized

loan obligation as a portfolio company investment. When excluding investments in structured credit investments, the average investment in our remaining portfolio companies was approximately $30.6 million as of December 31, 2024.

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 value between $50 million and $1 billion. 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 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, 2024, the largest industry represented 16.4% 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, 2024, approximately 94.5% of our portfolio was invested in secured debt, including 93.9% 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 year ended December 31, 2024, the weighted average term on new investment commitments in new portfolio companies was 6.2 years.

Deal Dynamics. We focus on, among other deal dynamics, direct origination of investments, where we identify and lead the investment transaction. A substantial majority of our portfolio investments are sourced through our direct or proprietary relationships.

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, 2024, we had call protection on 73.9% of our debt investments based on fair value, with weighted average call prices of 107.8% for the first year, 104.3% for the second year and 101.7% for the third year, in each case from the date of the initial investment. As of December 31, 2024, 97.2% of our debt investments based on fair value bore interest at floating rates, with 100.0% of these subject to interest rate floors, which we believe helps act as a portfolio-wide hedge against inflation.

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 Chairman and Chief Executive Officer and our Adviser’s Co-Chief Investment Officer Joshua Easterly and our Adviser’s Co-Chief Investment Officer Alan Waxman, both 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.”

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.

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 stockholders 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 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, 2024, 97.2% of these investments based on fair value bore interest at a floating rate, with 100.0% of these subject to interest rate floors. Interest on debt investments is generally payable monthly or quarterly. Some of our investments provide for deferred interest payments or PIK interest. For the years ended December 31, 2024, 2023 and 2022, 6.1%, 4.5% and 4.1%, respectively, of our total investment income was comprised of PIK interest.

Changes in our net investment income are primarily driven by the spread between the payments we receive from our investments in our portfolio companies against our cost of funding, rather than by changes in interest rates. Our investment portfolio primarily consists of floating rate loans, and our Revolving Credit Facility, 2026 Notes 2028 Notes, and 2029 Notes after taking into account the

effect of the interest rate swaps we have entered into in connection with these securities, all bear interest at floating rates. Macro trends in base interest rates like SOFR or other reference rates may affect our net investment income over the long term. However, because we generally originate loans to a limited number of portfolio companies each quarter, and those investments also vary in size, our results in any given period—including the interest rate on investments that were sold or repaid in a period compared to the interest rate of new investments made during that period—often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business.

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:

•

calculating individual asset values and our net asset value (including the cost and expenses of any independent valuation firms);

•

the costs of any public offerings of our common stock 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 shares;

•

administration fees payable under our Administration Agreement;

•

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 Director fees and expenses;

•

our fidelity bond;

•

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

As of December 31, 2024 and December 31, 2023, 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 12.3% and 14.1%, respectively, and our weighted average total yield of debt and income-producing securities at amortized cost (which includes interest income and amortization of fees and discounts) was 12.5% and 14.2%, respectively.

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

For the year ended December 31, 2024, the principal amount of new investments funded was $838.9 million in thirty-four new portfolio companies and twenty-one existing portfolio companies. For this period, we had $793.7 million aggregate principal amount in exits and repayments.

For the year ended December 31, 2023, the principal amount of new investments funded was $808.4 million in 30 new portfolio companies and 16 existing portfolio companies. For this period, we had $469.1 million aggregate principal amount in exits and repayments.

Our investment activity for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 is presented below (information presented herein is at par value unless otherwise indicated).


	Year Ended
($ in millions)	December 31, 2024			December 31, 2023			December 31, 2022
New investment commitments:
Gross originations (1)	$	15,354.7		$	6,516.6		$	4,240.9
Less: Syndications/sell downs (1)		14,111.8			5,558.0			3,156.7
Total new investment commitments	$	1,242.9		$	958.6		$	1,084.2
Principal amount of investments funded:
First-lien	$	823.9		$	753.4		$	761.7
Second-lien		2.1			8.4			—
Mezzanine		1.1			32.2			—
Equity and other		10.8			12.8			44.8
Structured Credit		1.0			1.6			57.5
Total	$	838.9		$	808.4		$	864.0
Principal amount of investments sold or repaid:
First-lien	$	717.3		$	460.3		$	645.4
Second-lien		—			—			—
Mezzanine		4.9			—			—
Equity and other		13.6			6.0			4.3
Structured Credit		57.9			2.8			4.1
Total	$	793.7		$	469.1		$	653.8
Number of new investment commitments in new portfolio companies		34			30			65
Average new investment commitment amount in new portfolio companies	$	30.4		$	29.2		$	14.6
Weighted average term for new investment commitments in new portfolio companies (in years)		6.2			6.0			6.1
Percentage of new debt investment commitments at floating rates		87.6	%		99.5	%		98.9	%
Percentage of new debt investment commitments at fixed rates		12.4	%		0.5	%		1.1	%
Weighted average interest rate of new investment commitments		10.9	%		12.9	%		11.9	%
Weighted average spread over reference rate of new floating rate investment commitments		6.4	%		7.6	%		7.8	%
Weighted average interest rate on investments fully sold or paid down		13.0	%		13.7	%		9.9	%

(1) Includes affiliates of Sixth Street

As of December 31, 2024 and December 31, 2023, our investments consisted of the following:


	December 31, 2024				December 31, 2023
($ in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien debt investments	$	3,298.0	$	3,302.5	$	2,956.1	$	2,996.2
Second-lien debt investments		53.2		19.8		51.4		36.0
Mezzanine debt investments		37.1		39.1		38.0		39.5
Equity and other investments		149.4		155.5		152.6		155.6
Structured credit investments		1.5		1.5		52.9		55.8
Total	$	3,539.2	$	3,518.4	$	3,251.0	$	3,283.1

The following tables show the fair value and amortized cost of our performing and non-accrual investments as of December 31, 2024 and December 31, 2023:


	December 31, 2024					December 31, 2023
($ in millions)	Fair Value		Percentage			Fair Value		Percentage
Performing	$	3,469.4		98.6	%	$	3,262.4		99.4	%
Non-accrual (1)		49.0		1.4			20.7		0.6
Total	$	3,518.4		100.0	%	$	3,283.1		100.0	%


	December 31, 2024					December 31, 2023
($ in millions)	Amortized Cost		Percentage			Amortized Cost		Percentage
Performing	$	3,410.1		96.4	%	$	3,222.9		99.1	%
Non-accrual (1)		129.1		3.6			28.1		0.9
Total	$	3,539.2		100.0	%	$	3,251.0		100.0	%

(1)

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.”

The weighted average yields and interest rates of our performing debt investments at fair value as of December 31, 2024 and December 31, 2023 were as follows:


	December 31, 2024			December 31, 2023
Weighted average total yield of debt and income producing securities (1)		12.3	%		14.1	%
Weighted average interest rate of debt and income producing securities		11.8	%		13.7	%
Weighted average spread over reference rate of all floating rate investments		7.7	%		8.3	%

(1)

Weighted average total portfolio yield at fair value was 11.6% at December 31, 2024 and 13.4% at December 31, 2023.

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 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.

•

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.

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, 2024 and December 31, 2023. 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, 2024					December 31, 2023
Investment	Investments at					Investments at
Performance	Fair Value		Percentage of			Fair Value		Percentage of
Rating	($ in millions)		Total Portfolio			($ in millions)		Total Portfolio
1	$	3,345.8		95.1	%	$	2,939.1		89.5	%
2		88.9		2.5			196.6		6.0
3		34.7		1.0			126.7		3.9
4		—		—			—		—
5		49.0		1.4			20.7		0.6
Total	$	3,518.4		100.0	%	$	3,283.1		100.0	%

Results of Operations

Operating results for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 were as follows:


	Year Ended
($ in millions)	December 31, 2024			December 31, 2023		December 31, 2022
Total investment income	$	482.5		$	438.1	$	309.3
Less: Net expenses		258.5			239.3		140.4
Net investment income before income taxes		224.0			198.8		168.9
Less: Income taxes, including excise taxes		4.0			2.4		2.6
Net investment income		220.0			196.4		166.3
Net realized gains (losses) (1)		8.6			12.4		16.7
Net change in unrealized gains (losses) (1)		(42.0	)		13.2		(74.9	)
Net increase (decrease) in net assets resulting from operations	$	186.6		$	222.0	$	108.1

(1)

Includes foreign exchange hedging activity.

Investment Income


	For the Year Ended December 31,
($ in millions)	2024		2023		2022
Interest from investments	$	423.0	$	399.1	$	285.0
Paid-in-kind interest income		29.3		19.7		12.6
Dividend income		11.7		4.2		2.2
Other income		18.5		15.1		9.5
Total investment income	$	482.5	$	438.1	$	309.3

Interest from investments, which includes amortization of upfront fees and prepayment fees, increased from $399.1 million for the year ended December 31, 2023 to $423.0 million for the year ended December 31, 2024. The increase in interest from investments was primarily the result of a larger average portfolio size for the year ended December 31, 2024 compared to the same period in 2023. Paid-in-kind interest income increased from $19.7 million for the year ended December 31, 2023 to $29.3 million for the year ended December 31, 2024 due to increased PIK election. Dividend income increased from $4.2 million for the year ended December 31, 2023 to $11.7 million for the year ended December 31, 2024 due to increased investments in dividend yielding securities in 2024. Other income increased from $15.1 million for the year ended December 31, 2023 to $18.5 million for the year ended December 31, 2024, primarily due to increased amendment and other miscellaneous fees earned during 2024.

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

Expenses

Operating expenses for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 were as follows:


	For the Year Ended December 31,
($ in millions)	2024			2023		2022
Interest	$	154.2		$	133.7	$	63.0
Management fees (net of waivers)		50.3			45.2		39.5
Incentive fees on net investment income		45.5			42.6		33.4
Incentive fees on net capital gains		(5.4	)		4.4		(8.9	)
Professional fees		7.5			7.3		7.2
Directors’ fees		0.9			0.8		0.7
Other general and administrative		5.5			5.3		5.5
Net Expenses	$	258.5		$	239.3	$	140.4

Interest

Interest expense, including other debt financing expenses, increased from $133.7 million for the year ended December 31, 2023 to $154.1 million for the year ended December 31, 2024. This increase was primarily due to an increase in the average interest rate on our debt outstanding and an increase in the average debt outstanding from $1,705.6 million for the year ended December 31, 2023 to $1,882.7 million for the year ended December 31, 2024. The average interest rate on our debt outstanding increased from 7.3% for the year ended December 31, 2023 to 7.5% for the year ended December 31, 2024 due to a change in the mix of our debt financing sources.

Interest expense, including other debt financing expenses, increased from $63.0 million for the year ended December 31, 2022 to $133.7 million for the year ended December 31, 2023. This increase was primarily due to an increase in the average interest rate on our debt outstanding and an increase in the average debt outstanding from $1,342.0 million for the year ended December 31, 2022 to $1,705.6 million for the year ended December 31, 2023. The average interest rate on our debt outstanding increased from 3.9% for the year ended December 31, 2022 to 7.3% for the year ended December 31, 2023 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 $46.4 million for the year ended December 31, 2023 to $51.8 million for the year ended December 31, 2024 due to an increase in average assets. Management Fees (net of waivers) increased from $45.2 million for the year ended December 31, 2023 to $50.3 million for the year ended December 31, 2024. Management Fees waived were $1.5 million for the year ended December 31, 2024, pursuant to the Leverage Waiver. Management Fees waived were $1.2 million for the year ended December 31, 2023 pursuant to the Leverage Waiver. Any waived management fees are not subject to recoupment by the Adviser.

Management Fees (gross of waivers) increased from $39.9 million for the year ended December 31, 2022 to $46.4 million for the year ended December 31, 2023 due to an increase in average assets. Management Fees (net of waivers) increased from $39.5 million for the year ended December 31, 2022 to $45.2 million for the year ended December 31, 2023. Management Fees waived were $1.2 million for the year ended December 31, 2023, pursuant to the Leverage Waiver. Management Fees waived were $0.4 million for the year ended December 31, 2022 pursuant to the Leverage Waiver. Any waived management fees are not subject to recoupment by the Adviser.

Incentive Fees

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

Professional Fees and Other General and Administrative Expenses

Professional fees increased from $7.3 million for the year ended December 31, 2023 to $7.5 million for the year ended December 31, 2024 due to higher legal fees, higher independent third-party valuation firm fees and higher sub-agent administration costs due to a larger portfolio. Other general and administrative fees increased from $5.3 million for the year ended December 31, 2023 to $5.5 million for the year ended December 31, 2024.

Professional fees increased from $7.2 million for the year ended December 31, 2022 to $7.3 million for the year ended December 31, 2023 due to higher legal fees, higher independent third-party valuation firm fees and higher sub-agent administration costs due to a larger portfolio. Other general and administrative fees decreased from $5.5 million for the year ended December 31, 2022 to $5.3 million for the year ended December 31, 2023 primarily driven by a decrease in administrative services incurred under the Administration Agreement.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, distribute to our stockholders 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 stockholders, 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 calendar years ended December 31, 2024, December 31, 2023 and December 31, 2022 we recorded a net expense of $3.9 million, $2.4 million and $2.6 million, respectively, for U.S. federal excise tax and other taxes.

Net Realized and Unrealized Gains and Losses

The following table summarizes our net realized and unrealized gains (losses) for the years ended December 31, 2024, December 31, 2023 and December 31, 2022:


	For the Years Ended December 31,
($ in millions)	2024			2023			2022
Net realized gains (losses) on investments	$	9.0		$	12.2		$	14.7
Net realized gains (losses) on foreign currency transactions		(1.2	)		0.2			(0.1	)
Net realized gains (losses) on foreign currency investments		(4.3	)		(0.5	)		(0.7	)
Net realized gains (losses) on foreign currency borrowings		5.1			0.5			0.5
Net realized gains (losses) on interest rate swaps	—			—				2.3
Net Realized Gains (Losses)	$	8.6		$	12.4		$	16.7

Change in unrealized gains on investments	$	48.9		$	75.3		$	22.3
Change in unrealized (losses) on investments		(101.7	)		(56.4	)		(98.7	)
Net Change in Unrealized Gains (Losses) on Investments	$	(52.8	)	$	18.9		$	(76.4	)

Unrealized gains (losses) on foreign currency borrowings		13.4			(6.0	)		8.4
Unrealized gains (losses) on foreign currency cash (1)	(0.0)				(0.3	)		0.3
Unrealized gains (losses) on interest rate swaps		—			0.1			(6.6	)
Income tax provision on unrealized gains (losses)		(2.6	)		0.5			(0.6	)
Net Change in Unrealized Gains (Losses) on Foreign Currency Transactions and Interest Rate Swaps	$	10.8		$	(5.7	)	$	1.5

Net Change in Unrealized Gains (Losses)	$	(42.0	)	$	13.2		$	(74.9	)

(1)

Value sums to less than 0.1 million

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

For the year ended December 31, 2024, we had $48.9 million in unrealized gains on 70 portfolio company investments, which was offset by $101.7 million in unrealized losses on 100 portfolio company investments. Unrealized gains for the year ended December 31, 2024 resulted from tightening credit spreads and positive portfolio company specific developments. Unrealized losses for the year ended December 31, 2024 resulted from negative portfolio company specific developments and the reversal of prior period unrealized gains due to realizations.

For the year ended December 31, 2023, we had $75.3 million in unrealized gains on 130 portfolio company investments, which was offset by $56.4 million in unrealized losses on 21 portfolio company investments. Unrealized gains for the year ended December 31, 2023 resulted from an increase in fair value, primarily due to positive valuation adjustments, unwind of prior period unrealized losses, and changes in credit spreads. Unrealized losses for the year ended December 31, 2023 resulted from the reversal of prior period unrealized gains due to realizations and negative credit-related adjustments.

For the year ended December 31, 2022, we had $22.3 million in unrealized gains on 26 portfolio company investments, which was offset by $98.7 million in unrealized losses on 106 portfolio company investments. Unrealized gains for the year ended December 31, 2022 resulted from an increase in fair value, primarily due to positive valuation adjustments, unwind of prior period unrealized losses, and changes in credit spreads. Unrealized losses for the year ended December 31, 2022 resulted from the reversal of prior period unrealized gains due to realizations, negative credit-related adjustments and changes in credit spreads.

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

As of December 31, 2024, we had a deferred tax liability of $5.2 million pertaining to net unrealized gains, related to eight of our investments. Given the unrealized gains generated by this entity, the deferred tax liability has been offset by a deferred tax asset of $0.6 million pertaining to operating losses. We recorded a current tax expense of $0.2 million and a deferred tax expense of $2.6 million for the year ended December 31, 2024.

As of December 31, 2023, we had a deferred tax liability of $2.8 million pertaining to net unrealized gains, related to seven of our investments. Given the unrealized gains generated by this entity, the deferred tax liability has been offset by a deferred tax asset of $0.9 million pertaining to operating losses. We recorded a current tax expense of $0.1 million and a deferred tax benefit of $0.6 million for the year ended December 31, 2023.

As of December 31, 2022, we had a deferred tax liability of $3.3 million pertaining to net unrealized gains, related to eight of our investments. Given the unrealized gains generated by this entity, the deferred tax liability has been offset by a deferred tax asset of $0.8 million pertaining to operating losses.

Realized Gross Internal Rate of Return

Since we began investing in 2011 through December 31, 2024, weighted by capital invested, our exited investments have generated an average realized gross internal rate of return to us of 17.1% (based on total capital invested of $7.9 billion and total proceeds from these exited investments of $10.0 billion). Ninety-two percent of these exited 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 stockholders. 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 stockholders, 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 Revolving Credit Facility to fund these investments. For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, we had $13.4 million of unrealized gains, $6.0 million of unrealized losses and $8.4 million of unrealized gains, respectively, on the translation of our non-U.S. dollar denominated debt into U.S. dollars; such amounts approximate the corresponding unrealized gains and losses on the translation of our non-U.S. dollar denominated investments into U.S. dollars for the years ended December 31, 2024, December 31, 2023 and December 31, 2022. See Note 2 for additional disclosure regarding our accounting for foreign currency. See Note 7 for additional disclosure regarding the amounts of outstanding debt denominated in each foreign currency at December 31, 2024. 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 stock if immediately after the borrowing or issuance our ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. For more information, see “ Key Components of Our Results of Operations — Leverage ” above. As of December 31, 2024, December 31, 2023 and December 31, 2022, our asset coverage ratio was 182.5%, 181.6%, and 188.6%, 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, 2024, taken together with cash available under our credit facilities, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of December 31, 2024, we had approximately $0.7 billion of availability on our Revolving Credit Facility, subject to asset coverage limitations.

As of December 31, 2024, we had $27.3 million in cash and cash equivalents, including $22.4 million of restricted cash. During the year ended December 31, 2024, cash used in operating activities was $45.5 million, primarily attributable to funding portfolio investments of $1,096.1 million, which was partially offset by repayments and proceeds from investments of $863.4 million, an increase in net assets resulting from operations of $186.6 million and other operating activity of $0.7 million. Cash provided by financing activities was $47.6 million during the period due to borrowings of $1,784.9 million and proceeds from issuance of common stock, net of offering and underwriting costs of $93.3 million, which was partially offset by paydowns on our Revolving Credit Facility of $1,653.1 million, dividends paid of $168.7 million and deferred financing costs of $8.8 million.

As of December 31, 2023, we had $25.2 million in cash and cash equivalents, including $24.0 million of restricted cash. During the year ended December 31, 2023, cash used in operating activities was $236.8 million, primarily attributable to funding portfolio investments of $943.5 million and other operating activity of $30.0 million, which was partially offset by repayments and proceeds from investments of $514.7 million and an increase in net assets resulting from operations of $222.0 million. Cash provided by financing activities was $236.3 million during the period due to borrowings of $1,546.2 million and proceeds from issuance of common stock, net of offering and underwriting costs of $89.2 million, which was partially offset by paydowns on our Revolving Credit Facility of $1,233.3 million, dividends paid of $156.4 million and deferred financing costs of $9.4 million.

As of December 31, 2022, we had $25.6 million in cash and cash equivalents, including $15.4 million of restricted cash. During the year ended December 31, 2022, cash used in operating activities was $224.5 million, primarily attributable to funding portfolio investments of $995.6 million, and other operating activity of $36.2 million which was partially offset by repayments and proceeds from investments of $699.3 million and an increase in net assets resulting from operations of $108.0 million. Cash provided by financing activities was $234.2 million during the period due to borrowings of $1,329.8 million and proceeds from the issuance of common stock as settlement of a portion of the 2022 Convertible Notes at maturity of $77.6 million, which was partially offset by paydowns on our Revolving Credit Facility of $918.1 million, dividends paid of $144.3 million, settlement of $100.0 million of principal on the 2022 Convertible Notes, repurchases of common stock of $6.2 million, and deferred financing costs of $4.3 million.

As of December 31, 2024, we had $22.4 million restricted cash pledged as collateral under our interest rate swap agreements, compared to $24.0 million for the year ended December 31, 2023.

Equity

In May 2023, we issued a total of 4,500,000 shares of common stock at $17.33 per share. Net of underwriting fees and offering costs, we received total cash proceeds of $77.6 million. Subsequent to the offering we issued an additional 675,000 shares on June 12, 2023 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, total cash proceeds of $11.7 million.

On March 5, 2024, we issued a total of 4,000,000 shares of common stock at $20.52 per share. Net of underwriting fees and offering costs, we received total cash proceeds of $81.5 million. Subsequent to the offering, the Company issued an additional 600,000 shares on April 1, 2024 pursuant to the overallotment option granted to underwriters and received, net of offering and underwriting fees, additional total cash proceeds of $11.9 million.

During the years ended December 31, 2024 and December 31, 2023, we issued 1,231,937 and 1,265,212 shares of our common stock, respectively, to investors who have not opted out of our dividend reinvestment plan for proceeds of $24.7 million and $23.5 million, respectively.

On August 4, 2015, our Board authorized us to acquire up to $50 million in aggregate of our common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of November 4, 2024. The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.

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

Debt

Revolving Credit Facility

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

As of December 31, 2024, aggregate commitments under the facility were $1.7 billion. The facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the facility to up to $2.0 billion.

Pursuant to the Fourteenth Amendment, with respect to $1.465 billion in commitments, the revolving period, during which period the Company, subject to certain conditions, may make borrowings under the facility, was extended to June 11, 2027 and the stated maturity date was extended to June 12, 2028. For the remaining $245.0 million of commitments, (A) with respect to $25.0 million of commitments, the revolving period ends January 31, 2024 and the stated maturity is January 31, 2025, and (B) with respect to $50.0 million of commitments, the revolving period ends on February 4, 2025 and the stated maturity is February 4, 2026 and (C) with respect to $170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027.

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

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

The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $75 million. As of December 31, 2024 and December 31, 2023, we had $21.8 million and $0.2 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.

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

The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, 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 Fourteenth Amendment, the financial covenants require:

•

an asset coverage ratio of no less than 1.5 to 1 on the last day of any fiscal quarter;

•

stockholders’ equity of at least $650 million plus 25% of the net proceeds of the sale of equity interests after April 24, 2024;
and

•

minimum asset coverage ratio of no less than 2 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 plus unsecured senior securities of the Company and its subsidiary guarantors that mature within 90 days of the date of determination (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.

Net proceeds received from the Company’s common stock issuances in February 2024 and April 2024 and net proceeds received from the issuance of the 2029 Notes were used to pay down borrowings on the Revolving Credit Facility.

As of December 31, 2024 and December 31, 2023, the Company was in compliance with the terms of the Revolving Credit Facility.

2022 Convertible Notes

In February 2017, we issued in a private offering $ 115.0 million aggregate principal amount convertible notes due August 2022 (the “ 2022 Convertible Notes ”). The 2022 Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2022 Convertible Notes were unsecured, and bore interest at a rate of 4.50% per year, payable semiannually. In June 2018, we issued an additional $ 57.5 million aggregate principal amount of 2022 Convertible Notes. The additional 2022 Convertible Notes were issued with identical terms, and were fungible with and were part of a single series with the previously outstanding $ 115.0 million aggregate principal amount of our 2022 Convertible Notes issued in February 2017. In connection with the offering of 2022 Convertible Notes in February 2017 and the reopening in June 2018, we entered into interest rate swaps to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swaps matched the amount of principal outstanding, and matured on August 1, 2022, matching the maturity date of the 2022 Convertible Notes.

On August 1, 2022, the 2022 Convertible Notes matured in accordance with the governing indenture. Holders of $79.2 million aggregate principal amount of notes provided valid notice of conversion and were subject to the combination settlement method previously elected by us, with a specified cash amount (as defined in the indenture governing the 2022 Convertible Notes) of $20.00 per $1,000 principal amount of the 2022 Convertible Notes and any additional amounts in stock based on the applicable conversion rate as described in the indenture. In accordance with the settlement method, we issued a total of 4,360,125 shares of common stock, or $77.6 million at the adjusted conversion price per share of $17.92. The remaining balance of the notes that were not converted into newly issued shares of common stock were settled with existing cash resources, including through utilization of our Revolving Credit Facility. The interest rate swaps associated with the principal amount of the notes outstanding were terminated on the date of maturity of the 2022 Convertible Notes.

2023 Notes

In January 2018, we issued $ 150.0 million aggregate principal amount of unsecured notes that matured on January 22, 2023 (the “ 2023 Notes ”). The principal amount of the 2023 Notes was payable at maturity. The 2023 Notes bore interest at a rate of 4.50% per year, payable semi-annually commencing on July 22, 2018, and were redeemable 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 2023 Notes, net of underwriting discounts and offering costs, were $146.9 million. We used the net proceeds of the 2023 Notes to repay outstanding indebtedness under the Revolving Credit Facility. The 2023 Notes matured on January 22, 2023 and were fully repaid in cash. The swap transaction associated with the issuance of the 2023 Notes also matured on January 22, 2023.

2024 Notes

In November 2019, we issued $ 300.0 million aggregate principal amount of unsecured notes that matured on November 1, 2024 (the “ 2024 Notes ”). The principal amount of the 2024 Notes was payable at maturity. The 2024 Notes bear interest at a rate of 3.875% per year, payable semi-annually commencing on May 1, 2020, 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 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $292.9 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

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

During the year ended December 31, 2020, we repurchased on the open market and extinguished $2.5 million in aggregate principal amount of the 2024 Notes for $2.4 million. These repurchases resulted in a gain on extinguishment of debt of less than $0.1 million. This gain is included in the extinguishment of debt in the accompanying Consolidated Statements of Operations.

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

2026 Notes

On February 3, 2021, we issued $ 300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “ 2026 Notes ”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50% per year, payable semi-annually commencing on August 1, 2021, 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 2026 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.7 million. We used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2026 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 1, 2026, matching the maturity date of the 2026 Notes. As a result of the swap, our effective interest rate on the 2026 Notes is SOFR plus 2.17%. The interest expense related to the 2026 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, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(17.6) million and $(26.1) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.

2028 Notes

On August 14, 2023, we issued $ 300.0 million aggregate principal amount of unsecured notes that mature on August 14, 2028 ( the “2028 Notes ”). The principal amount of the 2028 Notes is payable at maturity. The 2028 Notes bear interest at a rate of 6.95% per year, payable semi-annually commencing on February 14, 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 2028 Notes, net of underwriting discounts, offering costs and original issue discount, were $293.9 million. We used the net proceeds of the 2028 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2028 Notes, we entered into an interest rate swap to align the interest rates of our liabilities with our investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is $300.0 million, which matures on August 14, 2028, matching the maturity date of the 2028 Notes. As a result of the swap, our effective interest rate on the 2028 Notes is SOFR plus 2.99%. The interest expense related to the 2028 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, 2024 and December 31, 2023, the effective hedge interest rate swaps had a fair value of $(1.4) million and $4.7 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2028 Notes.

2029 Notes

On January 8, 2024, the Company issued $ 350.0 million aggregate principal amount of unsecured notes that mature on March 1, 2029 ( the “2029 Notes ”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.125% per year, payable semi-annually commencing on September 1, 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 $341.6 million. The Company used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2029 Notes, the Company entered into an interest rate swap 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 interest rate swap is $350.0 million, which matures on March 1, 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 2.44%. 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, 2024, the effective hedge interest rate swaps had a fair value of $(5.2) million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.

Debt obligations consisted of the following as of December 31, 2024 and December 31, 2023:


	December 31, 2024
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,700.0	$	1,004.1	$	674.2	$	988.6
2026 Notes		300.0		300.0	—			280.5
2028 Notes		300.0		300.0	—			294.1
2029 Notes		350.0		350.0	—			337.9
Total Debt	$	2,650.0	$	1,954.1	$	674.2	$	1,901.1

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2026 Notes, 2028 Notes and 2029 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $15.4 million, $1.8 million, $4.5 million and $6.9 million, respectively.

(3)

The carrying values of the 2026 Notes, 2028 Notes and 2029 Notes are presented inclusive of an incremental $(17.6) million and $(1.4) million and $(5.2) million, which represents an adjustment in the carrying values of the 2026 Notes, 2028 Notes and 2029 Notes, each resulting from a hedge accounting relationship.


	December 31, 2023
	Aggregate Principal		Outstanding		Amount		Carrying
($ in millions)	Amount Committed		Principal		Available (1)		Value (2)(3)
Revolving Credit Facility	$	1,710.0	$	889.7	$	820.2	$	874.5
2024 Notes		347.5		347.5	—			335.9
2026 Notes		300.0		300.0	—			270.9
2028 Notes		300.0		300.0	—			299.0
Total Debt	$	2,657.5	$	1,837.2	$	820.2	$	1,780.3

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility, outstanding letters of credit issued and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2024 Notes, 2026 Notes and 2028 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $15.2 million, $1.2 million, $3.0 million and $5.7 million, respectively.

(3)

The carrying values of the 2024 Notes, 2026 Notes and 2028 Notes are presented inclusive of an incremental $(10.4) million, $(26.1) million and $4.7 million, which represents an adjustment in the carrying values of the 2024 Notes, 2026 Notes and 2028 Notes, each resulting from a hedge accounting relationship.

As of December 31, 2024 and December 31, 2023 , we were in compliance with the terms of our debt arrangements. We intend to continue to utilize our 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, 2024 and December 31, 2023, we had the following commitments to fund investments in current portfolio companies:


($ in millions)	December 31, 2024		December 31, 2023
Alaska Bidco Oy - Delayed Draw & Revolver	$	0.2	$	0.2
Alpha Midco, Inc. - Delayed Draw & Revolver		0.5		0.5
American Achievement, Corp. - Revolver		2.4		2.4
Apellis Pharmaceuticals, Inc. - Delayed Draw		5.3		—
Aptean, Inc. - Delayed Draw & Revolver		1.1		—
Arrow Buyer, Inc. - Delayed Draw		5.5		7.6
Arrowhead Pharmaceuticals, Inc. - Delayed Draw		32.0		—
Artisan Bidco, Inc. - Revolver		5.7		5.7
ASG II, LLC - Delayed Draw		—		3.4
Avalara, Inc. - Revolver		3.9		3.9
AVSC Holding Corp. - Revolver		4.8		—
Axonify, Inc. - Delayed Draw		0.7		3.4
Azurite Intermediate Holdings, Inc. - Revolver & Equity		5.6		—
Babylon Finco Limited - Delayed Draw		0.3		—
Banyan Software Holdings, LLC - Delayed Draw		3.9		10.0
Bayshore Intermediate #2, L.P. - Revolver		3.6		1.9
BCTO Ace Purchaser, Inc. - Delayed Draw & Revolver		0.3		0.5
BCTO Bluebill Buyer, Inc. - Delayed Draw		4.1		5.1
Bear OpCo, LLC - Delayed Draw		—		1.2
Ben Nevis Midco Limited - Delayed Draw		1.4		—
BlueSnap, Inc. - Delayed Draw & Revolver		5.1		2.5
BTRS Holdings, Inc. - Delayed Draw & Revolver		3.0		5.6
Cirrus (Bidco) Ltd - Delayed Draw		0.4		—
Cordance Operations, LLC - Delayed Draw & Revolver		6.7		2.0
Coupa Holdings, LLC - Delayed Draw & Revolver		6.8		6.8
Crewline Buyer, Inc. - Revolver & Equity		6.1		6.1
Disco Parent, Inc. - Revolver		0.5		0.5
Dye & Durham Corp. - Revolver		—		1.2
EDB Parent, LLC - Delayed Draw		5.1		11.4
Edge Bidco B.V. - Delayed Draw & Revolver		1.0		1.1
Elysian Finco Ltd. - Delayed Draw & Revolver		1.9		4.7
Elysium BidCo Limited - Revolver		2.5		—
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver		1.9		8.9
EMS Linq, Inc. - Revolver		4.6		8.8
Erling Lux Bidco SARL - Delayed Draw & Revolver		2.8		3.2
Eventus Buyer, LLC - Delayed Draw & Revolver		10.0		—
ExtraHop Networks, Inc. - Delayed Draw & Revolver		3.4		9.8
Flight Intermediate HoldCo, Inc. - Delayed Draw		37.9		—
ForeScout Technologies, Inc. - Delayed Draw & Revolver		0.8		3.4
Fullsteam Operations, LLC - Delayed Draw & Revolver		8.9		11.2
Galileo Parent, Inc. - Revolver		5.5		6.8
Greenshoot Bidco B.V. - Revolver		0.4		—
Heritage Environmental Services, Inc. - Delayed Draw & Revolver		2.5		—
Hippo XPA Bidco AB - Delayed Draw & Revolver		1.7		—
HireVue, Inc. - Revolver		2.5		6.9
Hornetsecurity Holding GmbH - Delayed Draw & Revolver		—		2.1
Ibis Intermediate Co. - Delayed Draw		—		6.3
IRGSE Holding Corp. - Revolver		0.5		0.9
Kangaroo Bidco AS - Delayed Draw		4.4		9.4
Kryptona BidCo US, LLC - Revolver		2.2		—
Kyriba Corp. - Revolver		—		2.5
Laramie Energy, LLC - Delayed Draw		—		7.7


LeanTaaS Holdings, Inc. - Delayed Draw		18.8		38.0
Lucidworks, Inc. - Delayed Draw		—		0.8
Lynx BidCo - Delayed Draw & Revolver		0.9		—
Marcura Equities LTD - Delayed Draw & Revolver		9.1		11.7
Merit Software Finance Holdings, LLC - Delayed Draw & Revolver		11.8		—
Netwrix Corp. - Delayed Draw & Revolver		—		13.1
OutSystems Luxco SARL - Delayed Draw		—		2.2
Passport Labs, Inc. - Revolver		—		2.8
PDI TA Holdings, Inc. - Delayed Draw & Revolver		3.3		—
Ping Identity Holding Corp. - Revolver		—		2.3
PrimePay Intermediate, LLC - Delayed Draw		4.0		—
PrimeRevenue, Inc. - Revolver		6.3		6.3
Project44, Inc. - Delayed Draw		—		19.9
QSR Acquisition Co. - Delayed Draw		15.0		—
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver		1.4		6.3
Raptor US Buyer II Corp. - Revolver		0.7		—
ReliaQuest Holdings, LLC - Delayed Draw & Equity		—		4.4
Sapphire Software Buyer, Inc. - Revolver		3.2		—
Scorpio Bidco - Delayed Draw		0.5		—
Severin Acquisition, LLC - Delayed Draw & Revolver		5.0		—
Shiftmove GmbH - Delayed Draw		13.6		—
Sky Bidco S.p.A. - Delayed Draw		3.6		—
SkyLark UK DebtCo Limited - Delayed Draw		6.9		7.1
SL Buyer Corp. - Delayed Draw		11.2		13.2
SMA Technologies Holdings, LLC - Revolver		1.0		—
Sport Alliance GmbH - Revolver		0.6		—
Tango Management Consulting, LLC - Delayed Draw & Revolver		1.5		11.0
TradingScreen, Inc. - Revolver		0.8		—
TRP Assets, LLC - Delayed Draw		10.2		1.0
Truck-Lite Co., LLC - Delayed Draw & Revolver		8.7		—
USA Debusk LLC - Delayed Draw & Revolver		2.8		—
Varinem German Bidco GmbH - Delayed Draw		3.6		—
Wrangler Topco, LLC - Delayed Draw & Revolver		1.4		0.4
Total Portfolio Company Commitments (1)(2)	$	356.3	$	316.1

(1)

(2)

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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, management is 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 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, the fees and expenses associated with performing compliance functions and our allocable portion of the compensation of our Chief Compliance Officer, Chief Financial Officer and other professionals who spend time on those related activities (based on a percentage of time those individuals devote, on an estimated basis, to our business and affairs). 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, 2024 is as follows:


	Payments Due by Period
			Less than
($ in millions)	Total		1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	$	1,004.1	$	—	$	—	$	1,004.1	$	—
2026 Notes		300.0		—		300.0		—		—
2028 Notes		300.0		—		—		300.0		—
2029 Notes		350.0		—		—		350.0		—
Total Contractual Obligations	$	1,954.1	$	—	$	300.0	$	1,654.1	$	—

In addition to the contractual payment obligations in the tables above, we also have commitments to fund investments and to pledge assets as collateral under the terms of our derivatives agreements.

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 our 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 stockholders) 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 stockholders.

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 stockholders 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 our 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 stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders may be the original capital invested by the stockholder rather than our income or gains. Stockholders 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 stockholders. As a result, if we declare a cash dividend or other distribution, each stockholder that has not “opted out” of our dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash dividends. Stockholders who receive distributions in the form of shares of common stock 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;

•

the Administration Agreement; and

•

an ongoing agreement with an affiliate of TPG Global, LLC governing, inter alia, the parties’ respective ownership of and rights to use the “Sixth Street” and “TPG” trademarks and certain variations thereof.

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 as 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, 2024, 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 the Company’s 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 6 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 also have 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 stockholders as dividends. As a result, any tax liability related to income earned and distributed by us represents obligations of our stockholders 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, 2024, we did not have any uncertain tax positions that met the recognition or measurement criteria, nor did we have any unrecognized tax benefits. Our 2023, 2022 and 2021 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, 2024, 97.2% of our debt investments based on fair value in our portfolio bore interest at floating rates, with 100.0% of these subject to interest rate floors. Our credit facilities also bear interest at floating rates, and in connection with our 2026 Notes, 2028 Notes and 2029 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, 2024 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	$	96.7		$	58.6		$	38.1
Up 200 basis points	$	64.5		$	39.1		$	25.4
Up 100 basis points	$	32.2		$	19.5		$	12.7
Down 25 basis points	$	(8.1	)	$	(4.9	)	$	(3.2	)
Down 50 basis points	$	(16.1	)	$	(9.8	)	$	(6.3	)

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 Revolving Credit Facility. 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 Revolving Credit Facility, 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 SPECIALTY LENDING, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page
Report of Independent Registered Public Accounting Firm	F- 2

Consolidated Balance Sheets as of December 31, 2024 and 2023	F- 4

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022	F- 5

Consolidated Schedules of Investments as of December 31, 2024 and 2023	F- 6

Consolidated Statements of Changes in Net Assets for the Years Ended December 31, 2024, 2023 and 2022	F- 25

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022	F- 27

Notes to Consolidated Financial Statements	F- 28

F- 1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Sixth Street Specialty Lending, Inc.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Sixth Street Specialty Lending, Inc. and subsidiaries (the Company), including the consolidated schedules of investments, as of December 31, 2024 and 2023, 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, 2024, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting 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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements 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, 2024 and 2023, by correspondence with custodians, agents, the underlying investee 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. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

F- 2

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.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the fair value of investments

As discussed in Notes 2, 4, and 6 to the consolidated financial statements, the Company classified $3.49 billion of its debt and equity investments as Level 3 in the fair value hierarchy as of December 31, 2024 as the fair value of such investments was measured using unobservable inputs. The Company typically determines the fair value of performing debt investments utilizing a yield analysis where a price is ascribed for each investment based upon an assessment of market yields for similar investments and, for its equity investments, multiples of similar companies’ revenues, earnings before income taxes, depreciation and amortization or some combination thereof and comparable market transactions.

We identified the assessment of the fair value of certain Level 3 debt and equity investments as a critical audit matter because evaluating the assumptions used to measure fair value involved subjective auditor judgment and changes in these assumptions could have had a significant impact on the investments’ estimated fair value. Specifically, the assumptions related to market yields for investments with similar terms and risks used in yield analyses, comparable financial performance multiples, and expected lives used in discounted cash flow analyses required subjective auditor judgment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s investment valuation process, including controls related to the determination of the market yields, financial performance multiples, and expected lives used to estimate the fair value of investments. We assessed the Company’s market yield assumptions used to measure the fair value of its Level 3 investments by comparing such yields to third-party market and industry data for a selection of investments. We involved valuation professionals with specialized skills and knowledge who, for a selection of the Company’s investments, evaluated the Company’s estimate of fair value by developing an independent estimate of fair value through the use of relevant market information to develop a range of comparable financial performance multiples and market yield assumptions. We evaluated the Company’s ability to estimate fair value by comparing prior period values to prices of transactions occurring subsequent to the prior period valuation date.

/s/ KPMG LLP

We have served as the Company’s auditor since 2010.

New York, New York
February 13, 2025

F- 3

Sixth Street Specialty Lending, Inc.

C onsolidated Balance Sheets

(Amounts in thousands, except share and per share amounts)


	December 31,			December 31,
	2024			2023
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $ 3,450,644 and $ 3,172,853 , respectively)	$	3,453,317		$	3,223,152
Controlled, affiliated investments (amortized cost of $ 88,509 and $ 78,159 , respectively)		65,095			59,913
Total investments at fair value (amortized cost of $ 3,539,153 and $ 3,251,012 , respectively)		3,518,412			3,283,065
Cash and cash equivalents (restricted cash of $ 22,362 and $ 23,979 , respectively)		27,328			25,196
Interest receivable		30,518			27,969
Prepaid expenses and other assets		5,967			7,578
Total Assets	$	3,582,225		$	3,343,808
Liabilities
Debt (net of deferred financing costs of $ 23,837 and $ 21,930 , respectively)	$	1,901,142		$	1,780,307
Management fees payable to affiliate		12,953			11,962
Incentive fees on net investment income payable to affiliate		12,013			11,451
Incentive fees on net capital gains accrued to affiliate		5,071			10,446
Other payables to affiliate		3,635			2,802
Other liabilities		39,882			30,465
Total Liabilities		1,974,696			1,847,433
Commitments and contingencies (Note 8)
Net Assets
Preferred stock, $ 0.01 par value; 100,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $ 0.01 par value; 400,000,000 shares authorized, 94,325,686 and 88,493,749 shares issued, respectively; and 93,661,436 and 87,829,499 shares outstanding, respectively		943			885
Additional paid-in capital		1,519,337			1,405,173
Treasury stock at cost; 664,250 and 664,250 shares held, respectively		( 10,459	)		( 10,459	)
Distributable earnings		97,708			100,776
Total Net Assets		1,607,529			1,496,375
Total Liabilities and Net Assets	$	3,582,225		$	3,343,808
Net Asset Value Per Share	$	17.16		$	17.04

The accompanying notes are an integral part of these consolidated financial statements.

F- 4

Sixth Street Specialty Lending, Inc.

C onsolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)


	Year Ended			Year Ended			Year Ended
	December 31, 2024			December 31, 2023			December 31, 2022
Income
Investment income from non-controlled, non-affiliated investments:
Interest from investments	$	413,547		$	391,343		$	279,857
Paid-in-kind interest income		29,335			19,679			12,585
Dividend income		11,678			4,181			2,159
Other income		18,525			15,122			9,502
Total investment income from non-controlled, non-affiliated investments		473,085			430,325			304,103
Investment income from non-controlled, affiliated investments:
Interest from investments		—			—			133
Total investment income from non-controlled, affiliated investments		—			—			133
Investment income from controlled, affiliated investments:
Interest from investments		9,428			7,756			5,064
Other income		13			6			5
Total investment income from controlled, affiliated investments		9,441			7,762			5,069
Total Investment Income		482,526			438,087			309,305
Expenses
Interest		154,145			133,731			62,991
Management fees		51,786			46,382			39,900
Incentive fees on net investment income		45,530			42,590			33,401
Incentive fees on net capital gains		( 5,375	)		4,382			( 8,864	)
Professional fees		7,546			7,323			7,192
Directors’ fees		877			806			736
Other general and administrative		5,522			5,280			5,427
Total expenses		260,031			240,494			140,783
Management and incentive fees waived (Note 3)		( 1,466	)		( 1,171	)		( 427	)
Net Expenses		258,565			239,323			140,356
Net Investment Income Before Income Taxes		223,961			198,764			168,949
Income taxes, including excise taxes		3,944			2,365			2,622
Net Investment Income		220,017			196,399			166,327
Unrealized and Realized Gains (Losses)
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments		( 47,625	)		40,571			( 70,085	)
Non-controlled, affiliated investments		—			—			( 14,350	)
Controlled, affiliated investments		( 5,169	)		( 21,717	)		8,054
Translation of other assets and liabilities in foreign currencies		13,379			( 6,393	)		8,721
Interest rate swaps		—			174			( 6,748	)
Income tax provision		( 2,609	)		556			( 561	)
Total net change in unrealized gains (losses)		( 42,024	)		13,191			( 74,969	)
Realized gains (losses):
Non-controlled, non-affiliated investments		9,037			12,095			1,072
Non-controlled, affiliated investments		—			158			13,608
Controlled, affiliated investments		—			—			55
Interest rate swaps		—			—			2,251
Foreign currency transactions		( 464	)		180			( 291	)
Total net realized gains (losses)		8,573			12,433			16,695
Total Net Unrealized and Realized Gains (Losses)		( 33,451	)		25,624			( 58,274	)
Increase (Decrease) in Net Assets Resulting from Operations	$	186,566		$	222,023		$	108,053
Earnings per common share—basic and diluted	$	2.03		$	2.61		$	1.38
Weighted average shares of common stock outstanding—basic and diluted		92,035,165			85,131,264			78,197,826

The accompanying notes are an integral part of these consolidated financial statements.

F- 5

Sixth Street Specialty Lending, Inc.

Consolidated Schedule of Invest ments as of December 31, 2024

(Amounts in thousands, except share amounts)

F- 6


Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread	Interest Rate	Amortized Cost (2)(7)	Fair Value (8)	Percentage of Net Assets
Debt Investments
Automotive
Truck-Lite Co., LLC (3)	First-lien loan ($ 40,134 par, due 2/2031 )	2/13/2024	SOFR + 5.75 %	10.27 %	$ 39,707	$ 40,256	2.5 %
Business Services
Alpha Midco, Inc. (3)(5)	First-lien loan ($ 69,624 par, due 8/2028 )	8/15/2019	SOFR + 6.88 %	11.20 %	69,361	69,975	4.4 %
Artisan Bidco, Inc. (3)	First-lien loan ($ 38,830 par, due 11/2029 )	11/7/2023	SOFR + 7.00 %	11.39 %	38,090	38,830	2.5 %
	First-lien loan (EUR 17,558 par, due 11/2029 )	11/7/2023	E + 7.00 %	10.05 %	18,544	18,181 (EUR 17,558 )	1.1 %
Azurite Intermediate Holdings, Inc. (3)	First-lien loan ($ 42,750 par, due 3/2031 )	3/19/2024	SOFR + 6.50 %	10.86 %	42,029	42,513	2.6 %
BCTO Ignition Purchaser, Inc. (3)	First-lien holdco loan ($ 36,231 par, due 10/2030 )	4/18/2023	SOFR + 8.50 %	13.13 % PIK	35,456	36,955	2.3 %
Crewline Buyer, Inc. (3)	First-lien loan ($ 58,384 par, due 11/2030 )	11/8/2023	SOFR + 6.75 %	11.11 %	56,953	58,866	3.7 %
Dye & Durham Corp. (3)(4)(9)	First-lien loan ($ 955 par, due 4/2031 )	4/4/2024	SOFR + 4.10 %	8.43 %	941	964	0.1 %
Elements Finco Limited (3)(4)	First-lien loan ($ 4,069 par, due 4/2031 )	4/29/2024	SOFR + 4.97 %	9.33 % (incl. 1.97 % PIK)	4,045	4,069	0.3 %
	First-lien loan (GBP 10,275 par, due 4/2031 )	4/29/2024	S + 5.25 %	9.95 % (incl. 2.25 % PIK)	12,748	12,869 (GBP 10,275 )	0.8 %
ExtraHop Networks, Inc. (3)(5)	First-lien loan ($ 74,616 par, due 7/2027 )	7/22/2021	SOFR + 7.60 %	11.96 %	73,874	74,616	4.6 %
ForeScout Technologies, Inc. (3)	First-lien loan ($ 5,597 par, due 5/2031 )	5/24/2024	SOFR + 5.00 %	9.52 %	5,541	5,565	0.3 %
Galileo Parent, Inc. (3)	First-lien loan ($ 64,093 par, due 5/2030 )	5/3/2023	SOFR + 5.75 %	10.08 %	62,493	64,093	4.0 %
	First-lien revolving loan ($ 4,615 par, due 5/2030 )	5/3/2023	SOFR + 5.75 %	10.08 %	4,397	4,615	0.3 %
Lynx BidCo (3)(4)	First-lien loan ($ 1,421 par, due 7/2031 )	7/5/2024	SOFR + 7.11 %	11.75 % (incl. 5.61 % PIK)	1,385	1,392	0.1 %
	First-lien loan (EUR 597 par, due 7/2031 )	7/5/2024	E + 7.11 %	10.38 % (incl. 5.61 % PIK)	633	611 (EUR 590 )	0.0 %
Mitnick Corporate Purchaser, Inc. (3)(9)	First-lien loan ($ 326 par, due 5/2029 )	5/2/2022	SOFR + 4.50 %	9.19 %	326	302	0.0 %
Price Fx Inc. (3)(4)	First-lien loan (EUR 910 par, due 10/2029 )	10/27/2023	E + 7.00 %	10.06 %	966	947 (EUR 915 )	0.1 %
	First-lien loan (EUR 910 par, due 10/2029 )	12/19/2024	E + 6.25 %	9.12 %	921	919 (EUR 887 )	0.1 %
USA DeBusk, LLC (3)	First-lien loan ($ 6,899 par, due 4/2031 )	4/30/2024	SOFR + 5.25 %	9.62 %	6,789	6,899	0.4 %
	First-lien revolving loan ($ 275 par, due 4/2030 )	4/30/2024	SOFR + 5.25 %	9.59 %	263	275	0.0 %
Wrangler TopCo, LLC (3)	First-lien loan ($ 5,484 par, due 9/2029 )	7/7/2023	SOFR + 6.00 %	10.38 %	5,369	5,553	0.3 %
					441,124	449,009	28.0 %
Chemicals
Erling Lux Bidco SARL (3)(4)	First-lien loan (EUR 7,239 par, due 9/2028 )	9/6/2022	E + 7.00 %	10.06 %	6,928	7,650 (EUR 7,388 )	0.6 %
	First-lien loan (GBP 19,591 par, due 9/2028 )	9/6/2022	S + 7.00 %	11.70 %	23,020	24,904 (GBP 19,885 )	1.5 %
	First-lien loan (NOK 7,428 par, due 9/2028 )	9/6/2022	N + 7.00 %	11.69 %	711	664 (NOK 7,538 )	0.0 %
					30,659	33,218	2.1 %
Communications
Aurelia Netherlands MidCo 2 B.V. (3)(4)	First-lien loan (EUR 32,904 par, due 5/2031 )	5/22/2024	E + 5.75 %	8.93 %	34,915	34,157 (EUR 32,986 )	2.1 %
Babylon Finco Limited (3)(4)	First-lien loan ($ 1,557 par, due 1/2031 )	1/26/2024	SOFR + 5.75 %	10.37 %	1,511	1,557	0.1 %
Banyan Software Holdings, LLC (3)(4)	First-lien loan ($ 39,386 par, due 10/2026 )	1/27/2023	SOFR + 7.35 %	11.71 %	38,748	40,173	2.5 %
	First-lien loan ($ 16,045 par, due 10/2026 )	1/26/2024	SOFR + 6.25 %	10.61 %	15,768	16,594	1.0 %
Celtra Technologies, Inc. (3)(5)	First-lien loan ($ 26,437 par, due 11/2026 )	11/19/2021	SOFR + 5.75 %	10.34 %	26,075	26,503	1.7 %
					117,017	118,984	7.4 %

F- 7


Education
Astra Acquisition Corp. (3)(14)	Second-lien loan ($ 40,302 par, due 10/2029 )	10/22/2021	SOFR + 9.14 %	13.47 %	39,703	6,045	0.4 %
Destiny Solutions Parent Holding Company (3)(5)	First-lien loan ($ 58,950 par, due 6/2026 )	6/8/2021	SOFR + 5.60 %	9.96 %	58,535	58,950	3.7 %
EMS Linq, Inc. (3)	First-lien loan ($ 56,216 par, due 12/2027 )	12/22/2021	SOFR + 6.35 %	10.86 %	55,578	55,935	3.5 %
	First-lien revolving loan ($ 4,216 par, due 12/2027 )	12/22/2021	SOFR + 6.35 %	10.81 %	4,129	4,172	0.3 %
Kangaroo Bidco AS (3)(4)	First-lien loan ($ 30,625 par, due 11/2030 )	11/2/2023	SOFR + 6.25 %	10.66 %	29,804	30,800	1.8 %
Severin Acquisition, LLC (3)	First-lien loan ($ 15,046 par, due 10/2031 )	10/1/2024	SOFR + 5.00 %	9.36 % (incl. 2.25 % PIK)	15,028	15,046	0.9 %
					202,777	170,948	10.6 %
Electronics
Sapphire Software Buyer, Inc. (3)	First-lien loan ($ 26,962 par, due 9/2031 )	9/30/2024	SOFR + 5.50 %	9.75 % (incl. 3.0 % PIK)	26,672	26,811	1.7 %
Financial Services
Alaska Bidco Oy (3)(4)	First-lien loan (EUR 727 par, due 5/2030 )	5/30/2023	E + 5.75 %	8.51 %	759	765 (EUR 739 )	0.0 %
BCTO Bluebill Buyer, Inc. (3)(5)	First-lien loan ($ 29,532 par, due 7/2029 )	7/20/2023	SOFR + 6.25 %	10.84 %	28,681	29,827	1.9 %
BlueSnap, Inc. (3)(5)	First-lien loan ($ 45,106 par, due 8/2025 )	10/25/2019	SOFR + 9.15 %	13.48 %	44,928	44,749	2.8 %
BTRS Holdings, Inc. (3)	First-lien loan ($ 48,983 par, due 12/2028 )	12/16/2022	SOFR + 7.25 %	11.61 %	48,089	49,473	3.1 %
	First-lien revolving loan ($ 1,807 par, due 12/2028 )	12/16/2022	SOFR + 7.25 %	11.76 %	1,712	1,855	0.1 %
CLGF Holdco 2, LLC (3)(4)	First-lien loan ($ 3,916 par, due 11/2027 )	11/7/2023	SOFR + 8.50 %	12.83 %	3,860	3,926	0.2 %
	Second-lien loan ($ 3,357 par, due 11/2028 )	11/7/2023	SOFR + 12.00 %	16.33 %	3,150	3,357	0.2 %
Fullsteam Operations, LLC (3)	First-lien loan ($ 40,048 par, due 11/2029 )	11/27/2023	SOFR + 8.38 %	12.89 %	38,946	40,457	2.5 %
GreenShoot BidCo B.V (3)(4)	First-lien loan (EUR 5,107 par, due 5/2030 )	5/28/2024	E + 5.75 %	8.66 %	5,413	5,246 (EUR 5,066 )	0.3 %
Ibis Intermediate Co. (3)(5)	First-lien loan ($ 1,185 par, due 5/2027 )	5/28/2021	SOFR + 4.65 %	9.16 %	1,154	1,191	0.1 %
Ibis US Blocker Co. (3)	First-lien loan ($ 18,290 par, due 5/2028 )	5/28/2021	SOFR + 8.40 %	12.91 % PIK	18,111	18,290	1.1 %
Passport Labs, Inc.	First-lien loan ($ 24,995 , par, due 4/2026 ) (3)	4/28/2021	SOFR + 8.40 %	12.91 %	24,914	25,058	1.6 %
	Convertible Promissory Note A ($ 1,086 par, due 8/2026 )	3/2/2023	8.00 %	8.00 %	1,086	2,076	0.1 %
TradingScreen, Inc. (3)(5)	First-lien loan ($ 55,528 par, due 4/2027 )	4/30/2021	SOFR + 6.35 %	10.93 %	54,788	55,528	3.5 %
	First-lien revolving loan ($ 899 par, due 5/2027 )	11/1/2024	P + 5.25 %	12.75 %	876	899	0.1 %
Volante Technologies, Inc.	First-lien loan ($ 3,072 par, due 9/2028 )	9/29/2023	16.50 %	16.50 % PIK	3,049	3,141	0.2 %
					279,516	285,838	17.8 %
Healthcare
BCTO Ace Purchaser, Inc. (3)	First-lien loan ($ 70,154 par, due 11/2029 )	11/23/2020	SOFR + 6.50 %	11.01 %	69,484	71,208	4.4 %
	Second-lien loan ($ 6,596 par, due 1/2030 )	1/23/2023	SOFR + 10.70 %	15.33 % PIK	6,488	6,745	0.4 %
Edge Bidco B.V. (3)(4)(5)	First-lien loan (EUR 5,947 par, due 2/2029 )	2/24/2023	E + 6.75 %	9.43 %	6,219	6,284 (EUR 6,068 )	0.4 %
Eventus Buyer, LLC (3)	First-lien loan ($ 25,900 par, due 11/2030 )	11/1/2024	SOFR + 5.50 %	9.86 %	25,472	25,571	1.6 %
	First-lien revolving loan ($ 467 par, due 11/2030 )	11/1/2024	SOFR + 5.50 %	10.03 %	416	432	0.0 %
Merative L.P. (3)(5)	First-lien loan ($ 70,103 par, due 6/2028 )	6/30/2022	SOFR + 7.25 %	11.58 %	68,543	69,928	4.4 %
Raptor US Buyer II Corp. (3)(5)	First-lien loan ($ 18,133 par, due 3/2029 )	3/24/2023	SOFR + 6.25 %	10.61 %	17,695	18,368	1.1 %
SL Buyer Corp. (3)(5)	First-lien loan ($ 33,416 par, due 7/2029 )	7/7/2023	SOFR + 7.75 %	12.34 %	32,264	33,215	2.1 %
					226,581	231,751	14.4 %
Hotel, Gaming and Leisure

F- 8


ASG II, LLC (3)(5)	First-lien loan ($ 65,000 par, due 5/2028 )	5/25/2022	SOFR + 6.40 %	10.99 %	63,983	65,162	4.1 %
AVSC Holding Corp. (3)	First-lien loan ($ 45,167 par, due 12/2031 )	12/5/2024	SOFR + 5.00 %	9.36 %	44,175	44,292	2.8 %
Equinox Holdings, Inc.	First-lien loan ($ 49,590 par, due 3/2029 ) (3)	3/8/2024	SOFR + 8.25 %	12.58 % (incl. 4.13 % PIK)	48,934	49,714	3.1 %
	Second-lien loan ($ 2,347 par, due 6/2027 )	3/13/2024	16.00 %	16.00 % PIK	2,297	2,388	0.1 %
IRGSE Holding Corp. (3)(6)	First-lien loan ($ 30,261 par, due 6/2025 )	12/21/2018	SOFR + 9.65 %	13.98 %	28,594	28,823	1.8 %
	First-lien revolving loan ($ 37,972 par, due 6/2025 )	12/21/2018	SOFR + 9.65 %	14.14 %	37,972	36,144	2.2 %
QSR Acquisition Co. (3)(5)	First-lien loan ($ 30,000 par, due 10/2030 )	10/31/2024	SOFR + 5.25 %	9.84 %	29,461	29,550	1.8 %
Sport Alliance GmbH (3)(4)	First-lien loan (EUR 4,494 par, due 4/2030 )	4/10/2024	E + 7.25 %	10.15 % (incl. 3.88 % PIK)	4,712	4,601 (EUR 4,443 )	0.3 %
					260,128	260,674	16.2 %
Human Resource Support Services
Axonify, Inc. (3)(4)(5)	First-lien loan ($ 44,419 par, due 5/2026 )	5/5/2021	SOFR + 7.65 %	12.20 %	43,982	44,532	2.7 %
bswift, LLC (3)(5)	First-lien loan ($ 43,910 par, due 11/2028 )	11/7/2022	SOFR + 6.38 %	11.05 %	43,029	44,569	2.8 %
Elysian Finco Ltd. (3)(4)(5)	First-lien loan ($ 21,899 par, due 1/2028 )	1/31/2021	SOFR + 6.65 %	11.28 %	21,616	21,954	1.4 %
	First-lien revolving loan (GBP 325 par, due 1/2028 )	1/31/2021	S + 5.00 %	9.70 %	361	396 (GBP 316 )	0.0 %
Employment Hero Holdings Pty Ltd. (3)(4)	First-lien loan (AUD 60,000 par, due 12/2026 )	12/6/2021	B + 6.25 %	10.73 %	41,424	37,247 (AUD 60,158 )	2.3 %
HireVue, Inc. (3)	First-lien loan ($ 53,572 par, due 5/2029 )	5/3/2023	SOFR + 6.75 %	11.34 %	52,335	54,240	3.4 %
	First-lien revolving loan ($ 4,378 par, due 5/2029 )	5/3/2023	SOFR + 6.75 %	11.30 %	4,233	4,464	0.3 %
Madcap Software, Inc. (3)(5)	First-lien loan ($ 32,175 par, due 12/2026 )	12/15/2023	SOFR + 6.10 %	10.35 %	31,657	32,175	2.0 %
PayScale Holdings, Inc. (3)(5)	First-lien loan ($ 70,465 par, due 5/2027 )	5/3/2019	SOFR + 5.85 %	10.18 %	70,196	71,170	4.4 %
PrimePay Intermediate, LLC (3)(5)	First-lien loan ($ 34,025 par, due 12/2026 )	12/17/2021	SOFR + 7.15 %	11.63 %	33,466	34,025	2.1 %
					342,299	344,772	21.4 %
Insurance
Disco Parent, Inc. (3)	First-lien loan ($ 5,319 par, due 3/2029 )	3/30/2023	SOFR + 7.50 %	12.01 %	5,216	5,377	0.3 %
Internet Services
Arrow Buyer, Inc. (3)	First-lien loan ($ 34,944 par, due 7/2030 )	6/30/2023	SOFR + 5.75 %	10.08 %	34,152	35,449	2.2 %
Bayshore Intermediate #2, L.P. (3)	First-lien loan ($ 40,663 par, due 10/2028 )	10/1/2021	SOFR + 6.25 %	10.77 % (incl. 3.38 % PIK)	40,222	40,774	2.5 %
Coupa Holdings, LLC (3)	First-lien loan ($ 42,975 par, due 2/2030 )	2/27/2023	SOFR + 5.25 %	9.84 %	42,097	43,722	2.7 %
CrunchTime Information, Systems, Inc. (3)(5)	First-lien loan ($ 58,898 par, due 6/2028 )	6/17/2022	SOFR + 5.75 %	10.11 %	58,078	58,898	3.7 %
EDB Parent, LLC (3)(5)	First-lien loan ($ 69,873 par, due 7/2028 )	7/7/2022	SOFR + 6.75 %	11.26 %	68,832	69,349	4.3 %
Flight Intermediate HoldCo, Inc.	First-lien loan ($ 40,000 par, due 4/2030 )	10/3/2024	11.50 %	11.50 %	38,851	38,900	2.4 %
Higher Logic, LLC (3)(5)	First-lien loan ($ 50,054 par, due 1/2025 )	6/18/2018	SOFR + 6.25 %	10.61 %	50,047	50,054	3.1 %
Hippo XPA Bidco AB (3)(4)	First-lien loan (SEK 80,225 par, due 2/2031 )	2/20/2024	STIBOR + 6.50 %	9.16 % (incl. 3.50 % PIK)	7,557	7,238 (SEK 79,977 )	0.5 %
	First-lien loan (EUR 2,472 par, due 2/2031 )	2/20/2024	E + 6.50 %	9.87 % (incl. 3.50 % PIK)	2,636	2,554 (EUR 2,466 )	0.2 %
Kryptona BidCo US, LLC (3)	First-lien loan ($ 19,912 par, due 12/2031 )	12/18/2024	SOFR + 5.75 %	10.10 %	19,472	19,526	1.2 %
	First-lien loan (EUR 4,608 par, due 12/2031 )	12/18/2024	E + 5.75 %	8.61 %	4,729	4,688 (EUR 4,527 )	0.3 %
LeanTaaS Holdings, Inc. (3)(5)	First-lien loan ($ 56,156 par, due 7/2028 )	7/12/2022	SOFR + 7.50 %	11.83 %	55,388	56,437	3.5 %
Lithium Technologies, LLC (3)(14)	First-lien loan ($ 61,483 par, due 1/2025 )	10/3/2017	SOFR + 11.00 %	15.59 %	61,483	22,287	1.4 %

F- 9


Lucidworks, Inc. (3)(5)	First-lien loan ($ 9,477 par, due 2/2027 )	2/11/2022	SOFR + 7.50 %	11.86 % (incl. 3.5 % PIK)	9,477	9,501	0.6 %
Merit Software Finance Holdings, LLC (3)	First-lien loan ($ 43,214 par, due 6/2029 )	6/20/2024	SOFR + 7.50 %	11.85 %	41,939	42,389	2.7 %
SMA Technologies Holdings, LLC (3)(5)	First-lien loan ($ 53,991 par, due 10/2028 )	10/31/2022	SOFR + 6.50 %	11.01 %	52,542	54,678	3.4 %
					587,502	556,444	34.7 %
Manufacturing
Aptean, Inc. (3)	First-lien loan ($ 8,835 par, due 1/2031 )	1/30/2024	SOFR + 5.00 %	9.58 %	8,748	8,860	0.6 %
ASP Unifrax Holdings, Inc. (9)	First-lien loan ($ 3,449 par, due 9/2029 ) (3)	9/30/2024	SOFR + 7.75 %	12.08 % (incl. 4.75 % PIK)	3,376	3,484	0.2 %
	Second-lien note ($ 1,999 par, due 9/2029 )	8/31/2023	7.10 %	7.10 % (incl. 1.25 % PIK)	1,513	1,309	0.1 %
Avalara, Inc. (3)	First-lien loan ($ 38,636 par, due 10/2028 )	10/19/2022	SOFR + 6.25 %	10.58 %	37,889	38,955	2.4 %
Heritage Environmental Services, Inc. (3)	First-lien loan ($ 12,284 par, due 1/2031 )	1/31/2024	SOFR + 5.25 %	9.84 %	12,221	12,425	0.8 %
	First-lien loan ($ 1,329 par, due 1/2031 )	1/31/2024	SOFR + 5.00 %	9.33 %	1,323	1,329	0.1 %
Skylark UK DebtCo Limited (3)(4)	First-lien loan ($ 16,340 par, due 9/2030 )	9/7/2023	SOFR + 5.66 %	9.99 %	15,951	16,503	1.0 %
	First-lien loan (EUR 4,851 par, due 9/2030 )	9/7/2023	E + 5.66 %	8.35 %	5,071	5,074 (EUR 4,900 )	0.3 %
	First-lien loan (GBP 16,640 par, due 9/2030 )	9/7/2023	S + 5.66 %	10.36 %	20,115	21,117 (GBP 16,861 )	1.3 %
Varinem German BidCo GMBH (3)(4)	First-lien loan (EUR 12,696 par, due 7/2031 )	7/11/2024	E + 5.75 %	9.42 %	13,681	13,105 (EUR 12,656 )	0.8 %
					119,888	122,161	7.6 %
Office Products
USR Parent, Inc. (3)(5)	ABL FILO term loan ($ 15,000 par, due 4/2027 )	4/25/2022	SOFR + 6.50 %	11.05 %	14,781	15,000	0.9 %
Oil, Gas and Consumable Fuels
Laramie Energy, LLC (3)	First-lien loan ($ 27,317 par, due 2/2027 )	2/21/2023	SOFR + 7.10 %	11.46 %	27,025	27,590	1.7 %
Mach Natural Resources LP (3)(4)	First-lien loan ($ 4,625 par, due 12/2026 )	12/28/2023	SOFR + 6.65 %	10.98 %	4,561	4,660	0.3 %
TRP Assets, LLC (3)	First-lien loan ($ 54,834 par, due 12/2029 )	12/20/2024	SOFR + 7.00 %	11.33 %	53,540	54,834	3.4 %
					85,126	87,084	5.4 %
Other
Omnigo Software, LLC (3)(5)	First-lien loan ($ 39,533 par, due 3/2027 )	3/31/2021	SOFR + 5.50 %	9.86 %	39,244	39,533	2.5 %
Scorpio Bidco (3)(4)	First-lien loan (EUR 2,511 par, due 4/2031 )	4/4/2024	E + 5.75 %	8.43 %	2,671	2,584 (EUR 2,496 )	0.2 %
Sky Bidco S.p.A. (3)(4)	First-lien note (EUR 6,368 par, due 10/2031 )	10/29/2024	E + 5.25 %	8.20 %	6,671	6,415 (EUR 6,195 )	0.4 %
	First-lien note ($ 14,085 par, due 10/2031 )	10/29/2024	SOFR + 5.25 %	10.51 %	13,810	13,838	0.8 %
					62,396	62,370	3.9 %
Pharmaceuticals
Apellis Pharmaceuticals, Inc. (3)(4)	First-lien loan ($ 19,737 par, due 5/2030 )	5/13/2024	SOFR + 5.75 %	10.08 %	19,737	19,924	1.2 %
Arrowhead Pharmaceuticals, Inc. (4)	First-lien loan ($ 33,059 par, due 8/2031 )	8/7/2024	15.00 %	15.00 %	32,758	44,133	2.7 %
Elysium BidCo Limited (3)(4)	First-lien loan (EUR 17,985 par, due 12/2030 )	12/11/2024	E + 7.25 %	10.07 %	18,396	18,204 (EUR 17,580 )	1.1 %
	First-lien loan (GBP 9,953 par, due 6/2030 )	12/11/2024	S + 7.25 %	11.95 %	12,367	12,129 (GBP 9,684 )	0.9 %
					83,258	94,390	5.9 %
Real Estate
Cirrus (BidCo) Limited (3)(4)(5)	First-lien loan (GBP 675 par, due 8/2030 )	8/9/2024	S + 6.25 %	10.95 % (incl. 3.00 % PIK)	836	836 (GBP 667 )	0.1 %
Retail and Consumer Products
Acosta (3)(9)	First-lien loan ($ 10,000 par, due 8/2031 )	8/20/2024	SOFR + 5.60 %	10.12 %	9,806	9,925	0.6 %
American Achievement, Corp. (3)(14)	First-lien loan ($ 26,864 par, due 9/2026 )	9/30/2015	SOFR + 7.35 %	11.90 % (incl. 11.40 % PIK)	26,042	20,551	1.3 %

F- 10


	First-lien loan ($ 1,341 par, due 9/2026 )	6/10/2021	SOFR + 15.10 %	19.65 % (incl. 19.15 % PIK)	1,341	101	0.0 %
	Subordinated note ($ 4,740 par, due 9/2026 )	3/16/2021	SOFR + 1.15 %	5.74 %	545	59	0.0 %
Bed Bath and Beyond Inc. (3)(15)	ABL FILO term loan ($ 8,994 par, due 8/2027 )	9/2/2022	SOFR + 9.90 %	14.26 %	8,856	8,229	0.5 %
	Roll Up DIP term loan ($ 24,924 par)	4/24/2023	SOFR + 7.90 %	12.26 % PIK	24,924	22,806	1.5 %
	Super-Priority DIP term loan ($ 3,988 par)	4/24/2023	SOFR + 7.90 %	12.26 %	3,988	3,649	0.2 %
Belk, Inc. (3)	First-lien loan ($ 49,375 par, due 7/2029 )	7/22/2024	SOFR + 7.00 %	11.51 %	48,637	49,005	3.0 %
Cordance Operations, LLC (3)	First-lien loan ($ 60,781 par, due 7/2028 )	7/25/2022	SOFR + 9.25 %	13.51 %	59,808	61,428	3.8 %
Neuintel, LLC (3)(5)	First-lien loan ($ 55,038 par, due 12/2026 )	12/20/2021	SOFR + 6.85 %	11.21 %	54,520	55,176	3.4 %
PDI TA Holdings, Inc. (3)	First-lien loan ($ 18,133 par, due 2/2031 )	2/1/2024	SOFR + 5.50 %	10.09 %	17,854	18,241	1.1 %
Rapid Data GmbH Unternehmensberatung (3)(4)	First-lien loan (EUR 7,378 par, due 7/2029 )	7/11/2023	E + 6.25 %	9.47 % (incl. 3.00 % PIK)	7,885	7,685 (EUR 7,422 )	0.5 %
Tango Management Consulting, LLC (3)(5)	First-lien loan ($ 69,218 par, due 12/2027 )	12/1/2021	SOFR + 6.90 %	11.56 %	68,671	69,045	4.3 %
	First-lien revolving loan ($ 2,454 par, due 12/2027 )	12/1/2021	P + 6.75 %	14.25 %	2,408	2,444	0.2 %
					335,285	328,344	20.4 %
Transportation
Ben Nevis Midco Limited (3)(4)	First-lien loan ($ 3,635 par, due 3/2028 )	3/26/2024	SOFR + 5.25 %	9.81 %	3,581	3,610	0.2 %
Marcura Equities LTD (3)(4)	First-lien loan ($ 33,874 par, due 8/2029 )	8/11/2023	SOFR + 7.00 %	11.33 %	33,030	34,189	2.1 %
	First-lien revolving loan ($ 2,333 par, due 8/2029 )	8/11/2023	SOFR + 7.00 %	11.33 %	2,269	2,358	0.1 %
Project44, Inc. (3)(5)	First-lien loan ($ 54,824 par, due 11/2027 )	11/12/2021	SOFR + 6.35 %	10.75 %	54,087	54,824	3.4 %
Shiftmove GMBH (3)(4)(5)	First-lien loan (EUR 31,875 par, due 9/2030 )	9/30/2024	E + 6.00 %	8.68 %	34,509	32,191 (EUR 31,088 )	2.1 %
					127,476	127,172	7.9 %
Total Debt Investments					3,388,244	3,361,439	209.2 %

Equity and Other Investments
Automotive
Clarience Technologies, LLC (11)(12)	Class A Units ( 333 units)	2/12/2024			820	820	0.1 %
Business Services
Artisan Topco LP (11)	Class A Preferred Units ( 2,117,264 units)	11/7/2023			2,117	1,773	0.1 %
Dye & Durham, Ltd. (4)(10)	Common Shares ( 126,968 shares)	12/3/2021			3,909	1,552 (CAD 2,232 )	0.1 %
Insight Hideaway Aggregator, L.P. (11)(12)	Partnership Interest ( 329,861 units)	3/19/2024			3,299	3,299	0.3 %
Mitnick TA Aggregator, L.P. (11)	Membership Interest ( 0.43 % ownership)	5/2/2022			5,247	3,751	0.3 %
Newark FP Co-Invest, L.P. (11)	Partnership ( 2,527,719 units)	11/8/2023			2,532	2,254	0.1 %
ReliaQuest, LLC (13)	Class A-1 Units ( 637,713 units) (11)	11/23/2021			1,120	1,658	0.1 %
	Class A-2 Units ( 10,611 units) (11)(12)	6/21/2022			23	35	0.0 %
	Class A-3 Units ( 16,957 units) (11)	11/10/2023			36	53	0.0 %
	Series A Preferred Stock ( 1,667 units) (3)	12/20/2023	SOFR + 12.00 %	16.60 % PIK	1,817	1,989	0.1 %
	Warrants ( 90,634 warrants) (11)	12/20/2023			102	126	0.0 %
Sprinklr, Inc. (10)(11)	Common Shares ( 283,499 shares)	6/24/2021			2,445	2,395	0.1 %
Warrior TopCo LP	Class A Units ( 423,729 units)	7/7/2023			424	604	0.0 %
					23,071	19,489	1.2 %
Communications
Celtra Technologies, Inc. (11)	Class A Units ( 1,250,000 units)	11/19/2021			1,250	1,250	0.1 %

F- 11


IntelePeer Holdings, Inc. (11)	Series C Preferred Shares ( 1,816,295 shares)	4/8/2021			1,816	1,535	0.1 %
	Series D Preferred Shares ( 1,598,874 shares)	4/8/2021			2,925	1,653	0.1 %
	Series C Warrants ( 280,000 warrants)	2/28/2020			183	—	0.0 %
	Series D Warrants ( 106,592 warrants)	4/8/2021			—	—	0.0 %
					6,174	4,438	0.3 %
Education
Astra 2L Holdings II LLC (11)	Membership Interest ( 10.17 % ownership)	1/13/2022			3,255	—	0.0 %
EMS Linq, Inc. (11)	Class B Units ( 5,522,526 units)	12/22/2021			5,522	2,830	0.2 %
RMCF IV CIV XXXV, LP. (11)	Partnership Interest ( 11.94 % ownership)	6/8/2021			1,000	1,625	0.1 %
					9,777	4,455	0.3 %
Financial Services
AF Eagle Parent, L.P. (11)	Partnership Units ( 121,329 units)	11/27/2023			4,091	4,684	0.3 %
CLGF Holdings, L.P. (4)(11)	Warrants ( 334,682 warrants)	11/7/2023			183	330	0.0 %
Newport Parent Holdings, L.P. (11)	Class A-2 Units ( 131,569 units)	12/10/2020			4,177	12,802	0.9 %
Oxford Square Capital Corp. (4)(10)	Common Shares ( 1,620 shares)	8/5/2015			6	4	0.0 %
Passport Labs, Inc. (11)	Warrants ( 17,534 warrants)	4/28/2021			192	—	0.0 %
TradingScreen, Inc. (13)	Class A Units ( 600,000 units) (11)	5/14/2021			600	600	0.0 %
	Class AA Units ( 19,093 units) (12)	11/1/2024	20.00 %	20.00 %	38	38	0.0 %
					9,287	18,458	1.2 %
Healthcare
Caris Life Sciences, Inc. (11)	Series C Preferred Shares ( 1,915,114 shares)	10/13/2020			3,500	8,137	0.5 %
	Series D Preferred Shares ( 1,240,740 shares)	5/11/2021			10,050	9,924	0.6 %
	Warrants ( 633,376 warrants)	9/21/2018			192	1,672	0.1 %
	Warrants ( 569,991 warrants)	4/2/2020			250	1,321	0.1 %
Merative Topco L.P. (11)	Class A-1 Units ( 989,691 units)	6/30/2022			9,897	9,600	0.6 %
Raptor US Buyer II Corp. (11)	Ordinary Shares ( 13,176 shares)	3/24/2023			2,033	1,830	0.1 %
					25,922	32,484	2.0 %
Hotel, Gaming and Leisure
IRGSE Holding Corp. (7)(11)	Class A Units ( 33,790,171 units)	12/21/2018			21,842	85	0.0 %
	Class C-1 Units ( 8,800,000 units)	12/21/2018			100	43	0.0 %
					21,942	128	0.0 %
Human Resource Support Services
Axonify, Inc. (4)(11)(13)	Class A-1 Units ( 3,780,000 units)	5/5/2021			3,780	4,848	0.3 %
bswift, LLC (11)	Class A-1 Units ( 2,393,509 units)	11/7/2022			2,393	5,062	0.3 %
DaySmart Holdings, LLC (11)	Class A Units ( 166,811 units)	12/18/2020			1,347	2,148	0.1 %
Employment Hero Holdings Pty Ltd. (4)(11)	Series E Preferred Shares ( 113,250 shares)	3/1/2022			2,134	2,819 (AUD 4,552 )	0.2 %
					9,654	14,877	0.9 %
Internet Services
Bayshore Intermediate #2, L.P. (11)(13)	Co-Invest Common Units ( 8,837,008 units)	10/1/2021			8,837	10,870	0.7 %
	Co-Invest 2 Common Units ( 3,493,701 units)	10/1/2021			3,494	4,297	0.4 %
Lucidworks, Inc. (11)	Series F Preferred Shares ( 199,054 shares)	8/2/2019			800	776	0.0 %
Piano Software, Inc. (11)	Series C-1 Preferred Shares ( 418,527 shares)	12/22/2021			3,000	2,400	0.1 %
	Series C-2 Preferred Shares ( 27,588 shares)	11/18/2022			198	317	0.0 %
SMA Technologies Holdings, LLC (11)(12)	Class A Units ( 1,584 units)	11/21/2022			1,584	2,297	0.1 %
	Class B Units ( 1,124,813 units)	11/21/2022			68	99	0.0 %
					17,981	21,056	1.3 %
Marketing Services

F- 12


Validity, Inc. (11)	Series A Preferred Shares ( 3,840,000 shares)	5/31/2018				3,840		10,752	0.8 %
Oil, Gas and Consumable Fuels
Murchison Oil and Gas, LLC (13)	Preferred Units ( 13,355 units)	6/30/2022				—		2,137	0.2 %
TRP Assets, LLC (13)	Partnership Interest ( 1.89 % ownership)	8/25/2022				8,820		7,475	0.5 %
						8,820		9,612	0.7 %
Pharmaceuticals
TherapeuticsMD, Inc. (4)(11)	Warrants ( 14,256 warrants)	8/5/2020				1,029		—	0.0 %
Elysium BidCo Limited (4)(11)(12)	Convertible Preference Shares ( 4,976,563 Shares)	12/11/2024				6,341		6,341 (GBP 5,063 )	0.4 %
						7,370		6,341	0.4 %
Retail and Consumer Products
American Achievement, Corp. (11)	Class A Units ( 687 units)	3/16/2021				—		50	0.0 %
Copper Bidco, LLC (9)	Trust Certificates ( 996,958 Certificates)	1/30/2021				1,751		11,963	0.8 %
Neuintel, LLC (11)(13)	Class A Units ( 1,176,494 units)	12/20/2021				3,000		578	0.0 %
						4,751		12,591	0.8 %
Structured Credit
Dryden Senior Loan Fund, Series 2020-86A (3)(4)(9)	Structured Credit ($ 1,500 par, due 7/2034 )	8/17/2022	SOFR + 6.76 %	11.41 %		1,500		1,472	0.1 %
						1,500		1,472	0.1 %
Total Equity and Other Investments						150,909		156,973	9.7 %
Total Investments					$	3,539,153	$	3,518,412	218.9 %


	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)	2.50 %	SOFR + 2.17 %	8/1/2026	$	300,000	$	( 17,618	)	$	—	$	8,493
Interest rate swap (a)(b)	6.95 %	SOFR + 2.99 %	8/14/2028		300,000		( 1,377	)		—		( 6,057	)
Interest rate swap (a)(b)	6.125 %	SOFR + 2.44 %	3/1/2029		350,000		( 5,243	)		—		( 5,243	)
Total Hedge Accounting Swaps					950,000		( 24,238	)		—		( 2,807	)
Cash collateral					—		46,601			—		—
Total derivatives				$	950,000	$	22,363		$	—	$	( 2,807	)

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.

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

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.

F- 13

(3)

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”), Sterling Overnight Index Average ("SONIA"), Secured Overnight Financing Rate (“SOFR”) which may also contain a credit spread adjustment depending on the tenor election, Bank Bill Swap Bid Rate (“BBSY” or “B”), 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 .

(4)

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 16.5 % of total assets as of December 31, 2024 .

(5)

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.

(6)

Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25 % of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2024 in which the issuer was an Affiliated Person of and was deemed to Control a portfolio company are as follows:

Controlled, Affiliated Investments during the year ended December 31, 2024


Company	Fair Value at December 31, 2023		Gross Additions (a)		Gross Reductions (b)		Net Change In Unrealized Gain/(Loss)			Realized Gain/(Loss)		Transfers		Fair Value at December 31, 2024		Other Income		Interest Income
IRGSE Holding Corp.	$	59,913	$	10,351	$	—	$	( 5,169	)	$	—	$	—	$	65,095	$	13	$	9,428
Total	$	59,913	$	10,351	$	—	$	( 5,169	)	$	—	$	—	$	65,095	$	13	$	9,428

(a)

Gross additions include increases in the cost basis of investments resulting from new investments, payment-in-kind interest or dividends, the amortization of any unearned income or discounts on debt investments, as applicable.

(b)

Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, and the amortization of any premiums on debt investments, as applicable. When an investment is placed on non-accrual status, any cash flows received by the Company are applied to the outstanding principal balance.

(7)

As of December 31, 2024, the estimated cost basis of investments for U.S. federal tax purposes was $ 3,535,963 resulting in estimated gross unrealized gains and losses of $ 207,435 and $ 216,975 , respectively.

(8)

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.

(9)

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.

(10)

This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value.

(11)

This investment is non-income producing.

(12)

All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, 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 $ 12,926 , or 0.8 % of the Company’s net assets.

(13)

Ownership of equity investments may occur through a holding company or partnership.

(14)

Investment is on non-accrual status as of December 31, 2024 .

(15)

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 $ 13.7 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.

The accompanying notes are an integral part of these consolidated financial statements.

F- 14

Sixth Street Specialty Lending, Inc.

Consolidated Schedule of Investments as of December 31, 2023

(Amounts in thousands, except share amounts)

F- 15


Company (1)	Investment	Initial Acquisition Date	Reference Rate and Spread			Interest Rate				Amortized Cost (2)(7)			Fair Value (8)		Percentage of Net Assets
Debt Investments
Automotive
Bestpass, Inc. (3)(5)	First-lien loan ($ 44,800 par, due 5/2029 )	5/26/2023	SOFR + 5.75 %				11.11	%	$		43,571	$		44,240		3.0	%
Business Services
Acceo Solutions, Inc. (3)(4)(5)	First-lien loan (CAD 52,941 par, due 10/2025 )	7/6/2018		C + 4.75 %			10.21	%			40,026		40,150 (CAD 52,941 )			2.7	%
Alpha Midco, Inc. (3)(5)	First-lien loan ($ 68,885 par, due 8/2025 )	8/15/2019	SOFR + 7.63 %				12.97	%			68,287			69,751		4.7	%
Artisan Bidco, Inc. (3)	First-lien loan ($ 38,112 par, due 11/2029 )	11/7/2023	SOFR + 7.00 %				12.38	%			37,250			37,563		2.5	%
	First-lien loan (EUR 17,735 par, due 11/2029 )	11/7/2023		E + 7.00 %			10.96	%			18,681		19,346 (EUR 17,513 )			1.3	%
BCTO Ignition Purchaser, Inc. (3)	First-lien holdco loan ($ 31,935 par, due 10/2030 )	4/18/2023	SOFR + 9.00 %			14.40 % PIK					31,086			31,775		2.1	%
Crewline Buyer, Inc. (3)	First-lien loan ($ 56,324 par, due 11/2030 )	11/8/2023	SOFR + 6.75 %				12.10	%			54,781			55,236		3.7	%
Dye & Durham Corp. (3)(4)	First-lien loan (CAD 37,874 par, due 12/2027 )	12/3/2021		C + 5.75 %			11.20	%			28,873		28,938 (CAD 38,158 )			1.9	%
	First-lien revolving loan (CAD 1,086 par, due 12/2026 )	12/3/2021		C + 5.75 %			11.20	%			693		824 (CAD 1,086 )			0.1	%
ExtraHop Networks, Inc. (3)(5)	First-lien loan ($ 66,197 par, due 7/2027 )	7/22/2021	SOFR + 7.60 %				12.96	%			65,245			65,866		4.4	%
ForeScout Technologies, Inc. (3)	First-lien loan ($ 5,476 par, due 8/2026 )	7/1/2022	SOFR + 8.10 %				13.45	%			5,420			5,498		0.4	%
Galileo Parent, Inc. (3)	First-lien loan ($ 64,742 par, due 5/2030 )	5/3/2023	SOFR + 7.25 %				12.60	%			62,920			63,770		4.3	%
	First-lien revolving loan ($ 3,317 par, due 5/2029 )	5/3/2023	SOFR + 7.25 %				12.60	%			3,048			3,166		0.2	%
Hornetsecurity Holding GmbH (3)(4)	First-lien loan (EUR 3,150 par, due 11/2029 )	11/14/2022		E + 6.50 %			10.50	%			3,154		3,536 (EUR 3,201 )			0.2	%
Information Clearinghouse, LLC and MS Market Service, LLC (3)(5)	First-lien loan ($ 17,640 par, due 12/2026 )	12/20/2021	SOFR + 6.65 %				12.02	%			17,342			17,598		1.2	%
Mitnick Corporate Purchaser, Inc. (3)(9)	First-lien loan ($ 329 par, due 5/2029 )	5/2/2022	SOFR + 4.50 %				9.98	%			329			310		0.0	%
Netwrix Corp. (3)	First-lien loan ($ 36,594 par, due 6/2029 )	6/9/2022	SOFR + 5.00 %				10.39	%			36,074			36,842		2.4	%
OutSystems Luxco SARL (3)(4)(5)	First-lien loan (EUR 3,004 par, due 12/2028 )	12/8/2022		E + 5.75 %			9.59	%			3,091		3,332 (EUR 3,016 )			0.2	%
Price Fx Inc. (3)(4)	First-lien loan (EUR 910 par, due 10/2029 )	10/27/2023		E + 7.00 %			10.94	%			962		983 (EUR 890 )			0.1	%
ReliaQuest Holdings, LLC (3)(5)	First-lien loan ($ 82,626 par, due 10/2026 )	10/8/2020	SOFR + 7.25 %				12.63	%			81,711			83,658		5.6	%
Wrangler TopCo, LLC (3)	First-lien loan ($ 4,153 par, due 7/2029 )	7/7/2023	SOFR + 7.50 %				12.88	%			4,044			4,118		0.3	%
											563,017			572,260		38.3	%
Chemicals
Erling Lux Bidco SARL (3)(4)	First-lien loan (EUR 7,239 par, due 9/2028 )	9/6/2022		E + 6.75 %			10.70	%			6,954		8,053 (EUR 7,290 )			0.5	%
	First-lien loan (GBP 12,287 par, due 9/2028 )	9/6/2022		S + 6.75 %			11.98	%			13,860		15,742 (GBP 12,349 )			1.1	%
	First-lien revolving loan (GBP 312 par, due 9/2028 )	9/6/2022		S + 6.75 %			11.98	%			400		399 (GBP 313 )			0.0	%
											21,214			24,194		1.6	%
Communications
Banyan Software Holdings, LLC (3)(4)	First-lien loan ($ 29,739 par, due 10/2026 )	1/27/2023	SOFR + 7.35 %				12.71	%			28,771			29,739		2.0	%
Celtra Technologies, Inc. (3)(5)	First-lien loan ($ 34,038 par, due 11/2026 )	11/19/2021	SOFR + 6.35 %				11.71	%			33,357			34,038		2.3	%
IntelePeer Holdings, Inc.	First-lien loan ($ 33,646 par, due 12/2024 ) (3)	12/2/2019	SOFR + 8.40 %				13.75	%			33,625			33,394		2.2	%
	Convertible note ($ 4,700 par, due 5/2028 )	5/12/2021		7.50	%	7.50 % PIK					4,674			4,994		0.3	%
											100,427			102,165		6.8	%

F- 16


Education
Astra Acquisition Corp. (3)	Second-lien loan ($ 43,479 par, due 10/2029 )	10/22/2021	SOFR + 9.14 %				14.48	%	42,814		27,174	1.8	%
Destiny Solutions Parent Holding Company (3)(5)	First-lien loan ($ 59,550 par, due 6/2026 )	6/8/2021	SOFR + 5.85 %				11.21	%	58,858		59,252	4.0	%
EMS Linq, Inc. (3)	First-lien loan ($ 56,216 par, due 12/2027 )	12/22/2021	SOFR + 6.35 %				11.71	%	55,288		55,079	3.7	%
Kangaroo Bidco AS (3)(4)	First-lien loan ($ 25,582 par, due 11/2030 )	11/2/2023	SOFR + 7.50 %				12.94	%	24,621		24,794	1.7	%
									181,581		166,299	11.2	%
Financial Services
Alaska Bidco Oy (3)(4)	First-lien loan (EUR 727 par, due 5/2030 )	5/30/2023		E + 6.25 %			10.39	%	755	796 (EUR 720 )		0.1	%
BCTO Bluebill Buyer, Inc. (3)(5)	First-lien loan ($ 28,640 par, due 7/2029 )	7/20/2023	SOFR + 7.25 %				12.60	%	27,635		27,996	1.9	%
BTRS Holdings, Inc. (3)	First-lien loan ($ 47,051 par, due 12/2028 )	12/16/2022	SOFR + 8.00 %				13.38	%	45,931		47,168	3.2	%
	First-lien revolving loan ($ 1,205 par, due 12/2028 )	12/16/2022	SOFR + 7.25 %				12.63	%	1,085		1,217	0.1	%
Bear OpCo, LLC (3)(5)	First-lien loan ($ 21,392 par, due 10/2024 )	10/10/2019	SOFR + 7.65 %				13.01	%	21,294		21,713	1.5	%
BlueSnap, Inc. (3)(5)	First-lien loan ($ 41,895 par, due 10/2025 )	10/25/2019	SOFR + 7.15 %				12.50	%	41,516		42,117	2.8	%
CLGF Holdco 2, LLC (3)(4)	First-lien loan ($ 3,916 par, due 11/2027 )	11/7/2023	SOFR + 8.50 %				13.85	%	3,845		3,867	0.3	%
	Second-lien loan ($ 3,357 par, due 11/2028 )	11/7/2023	SOFR + 12.00 %				17.35	%	3,116		3,164	0.2	%
Fullsteam Operations, LLC (3)	First-lien loan ($ 29,663 par, due 11/2029 )	11/27/2023	SOFR + 8.40 %				13.78	%	28,611		29,049	1.9	%
Ibis Intermediate Co. (3)(5)	First-lien loan ($ 1,201 par, due 5/2027 )	5/28/2021	SOFR + 4.65 %				10.04	%	1,066		1,257	0.1	%
Ibis US Blocker Co. (3)	First-lien loan ($ 15,958 par, due 5/2028 )	5/28/2021	SOFR + 8.40 %			13.79 % PIK			15,743		15,838	1.1	%
Kyriba Corp. (3)	First-lien loan ($ 35,634 par, due 4/2028 )	12/21/2023	SOFR + 8.50 %			13.87 % (incl. 8.50 % PIK)			34,875		34,871	2.3	%
	First-lien loan (EUR 10,924 par, due 4/2028 )	12/21/2023		E + 8.50 %		12.42 % (incl. 8.50 % PIK)			11,766	11,825 (EUR 10,705 )		0.8	%
Passport Labs, Inc.	First-lien loan ($ 24,603 par, due 4/2026 ) (3)	4/28/2021	SOFR + 8.40 %				13.75	%	24,444		24,555	1.6	%
	Convertible Promissory Note A ($ 1,086 par, due 8/2026 )	3/2/2023		8.00	%		8.00	%	1,086		2,025	0.1	%
Ping Identity Holding Corp. (3)	First-lien loan ($ 22,727 par, due 10/2029 )	10/17/2022	SOFR + 7.00 %				12.36	%	22,183		23,165	1.5	%
PrimeRevenue, Inc. (3)	First-lien loan ($ 9,007 par, due 12/2024 )	12/31/2018	SOFR + 7.10 %				12.46	%	8,996		9,083	0.6	%
TradingScreen, Inc. (3)(5)	First-lien loan ($ 47,198 par, due 4/2027 )	4/30/2021	SOFR + 6.35 %				11.73	%	46,360		47,080	3.1	%
Volante Technologies, Inc.	First-lien loan ($ 2,604 par, due 9/2028 )	9/29/2023		16.50	%	16.50 % PIK			2,578		2,598	0.2	%
									342,885		349,384	23.4	%
Healthcare
BCTO Ace Purchaser, Inc. (3)	First-lien loan ($ 69,231 par, due 11/2027 ) (5)	11/23/2020	SOFR + 7.45 %				12.84	%	68,325		69,746	4.7	%
	Second-lien loan ($ 5,623 par, due 1/2030 )	1/23/2023	SOFR + 10.70 %				16.10	%	5,493		5,637	0.4	%
Edge Bidco B.V. (3)(4)(5)	First-lien loan (EUR 3,850 par, due 2/2029 )	2/24/2023		E + 7.00 %		16.10 % (incl. 3.25 % PIK)			3,951	4,266 (EUR 3,862 )		0.3	%
Homecare Software Solutions, LLC (3)(5)	First-lien loan ($ 65,000 par, due 10/2026 )	10/6/2021	SOFR + 5.70 %				11.06	%	64,017		64,838	4.3	%
Merative L.P. (3)(5)	First-lien loan ($ 70,103 par, due 6/2028 )	6/30/2022	SOFR + 7.25 %				12.60	%	68,205		69,753	4.7	%
Raptor US Buyer II Corp. (3)	First-lien loan ($ 15,569 par, due 3/2029 )	3/24/2023	SOFR + 6.75 %				12.10	%	15,070		15,491	1.0	%
SL Buyer Corp. (3)(5)	First-lien loan ($ 31,475 par, due 7/2029 )	7/7/2023	SOFR + 7.00 %				12.36	%	30,139		30,902	2.1	%
									255,200		260,633	17.5	%
Hotel, Gaming and Leisure
ASG II, LLC (3)(5)	First-lien loan ($ 61,609 par, due 5/2028 )	5/25/2022	SOFR + 6.40 %				11.77	%	60,383		61,934	4.1	%

F- 17


IRGSE Holding Corp. (3)(6)	First-lien loan ($ 30,261 par, due 6/2024 )	12/21/2018	SOFR + 9.65 %				15.00	%	28,594		30,109	2.0	%
	First-lien revolving loan ($ 27,622 par, due 6/2024 )	12/21/2018	SOFR + 9.65 %				15.03	%	27,622		27,480	1.8	%
									116,599		119,523	7.9	%
Human Resource Support Services
Axonify, Inc. (3)(4)(5)	First-lien loan ($ 41,607 par, due 5/2027 )	5/5/2021	SOFR + 7.65 %				13.04	%	41,035		41,718	2.7	%
bswift, LLC (3)(5)	First-lien loan ($ 44,358 par, due 11/2028 )	11/7/2022	SOFR + 6.63 %				12.03	%	43,236		44,802	3.0	%
Elysian Finco Ltd. (3)(4)(5)	First-lien loan ($ 19,519 par, due 1/2028 )	1/31/2021	SOFR + 6.65 %			12.03 % (incl. 6.50 % PIK)			19,112		19,987	1.3	%
Employment Hero Holdings Pty Ltd. (3)(4)	First-lien loan (AUD 50,000 par, due 12/2026 )	12/6/2021		B + 6.25 %			10.67	%	34,834	34,117 (AUD 50,000 )		2.3	%
HireVue, Inc. (3)	First-lien loan ($ 54,113 par, due 5/2029 )	5/3/2023	SOFR + 7.25 %				12.63	%	52,478		53,808	3.6	%
Madcap Software, Inc. (3)(5)	First-lien loan ($ 32,500 par, due 12/2026 )	12/15/2023	SOFR + 6.10 %				11.46	%	31,713		31,769	2.1	%
PageUp People, Ltd. (3)(4)(5)	First-lien loan (AUD 13,400 par, due 12/2025 )	1/11/2018		B + 5.00 %			9.36	%	10,114	9,143 (AUD 13,400 )		0.6	%
	First-lien loan (GBP 3,104 par, due 12/2025 )	10/28/2021		S + 5.03 %			10.22	%	4,276	3,957 (GBP 3,104 )		0.3	%
	First-lien loan ($ 10,557 par, due 12/2025 )	10/28/2021	SOFR + 5.10 %				10.45	%	10,549		10,557	0.7	%
PayScale Holdings, Inc. (3)(5)	First-lien loan ($ 71,196 par, due 5/2027 )	5/3/2019	SOFR + 6.35 %				11.70	%	70,826		71,374	4.8	%
PrimePay Intermediate, LLC (3)(5)	First-lien loan ($ 34,375 par, due 12/2026 )	12/17/2021	SOFR + 7.15 %				12.54	%	33,672		34,375	2.3	%
									351,845		355,607	23.7	%
Insurance
Disco Parent, Inc. (3)	First-lien loan ($ 4,545 par, due 3/2029 )	3/30/2023	SOFR + 7.50 %				12.89	%	4,436		4,533	0.3	%
Internet Services
Arrow Buyer, Inc. (3)	First-lien loan ($ 33,125 par, due 7/2030 )	6/30/2023	SOFR + 6.50 %				11.85	%	32,249		32,820	2.2	%
Bayshore Intermediate #2, L.P. (3)	First-lien loan ($ 36,629 par, due 10/2028 )	10/1/2021	SOFR + 7.60 %			12.96 % PIK			36,129		36,446	2.4	%
	First-lien revolving loan ($ 480 par, due 10/2027 )	10/1/2021	SOFR + 6.60 %				12.01	%	446		468	0.0	%
Coupa Holdings, LLC (3)	First-lien loan ($ 43,191 par, due 2/2030 )	2/27/2023	SOFR + 7.50 %				12.86	%	42,135		43,441	2.9	%
CrunchTime Information, Systems, Inc. (3)(5)	First-lien loan ($ 59,500 par, due 6/2028 )	6/17/2022	SOFR + 6.00 %				11.36	%	58,477		59,947	4.0	%
EDB Parent, LLC (3)(5)	First-lien loan ($ 63,508 par, due 7/2028 )	7/7/2022	SOFR + 6.75 %				12.10	%	62,301		63,032	4.2	%
Higher Logic, LLC (3)(5)	First-lien loan ($ 52,937 par, due 1/2025 )	6/18/2018	SOFR + 6.75 %				12.10	%	52,781		53,069	3.5	%
LeanTaaS Holdings, Inc. (3)(5)	First-lien loan ($ 36,966 par, due 7/2028 )	7/12/2022	SOFR + 7.50 %				12.85	%	36,190		37,411	2.5	%
Lithium Technologies, LLC (3)	First-lien loan ($ 57,665 par, due 1/2025 )	10/3/2017	SOFR + 9.00 %			14.39 % (incl. 4.50 % PIK)			57,673		56,367	3.8	%
Lucidworks, Inc. (3)(5)	First-lien loan ($ 8,912 par, due 2/2027 )	2/11/2022	SOFR + 7.50 %			12.86 % (incl. 3.50 % PIK)			8,912		8,912	0.6	%
Piano Software, Inc. (3)(5)	First-lien loan ($ 50,889 par, due 2/2026 )	2/25/2021	SOFR + 7.10 %				12.45	%	50,282		50,508	3.3	%
SMA Technologies Holdings, LLC (3)(5)	First-lien loan ($ 36,833 par, due 10/2028 )	10/31/2022	SOFR + 6.75 %				12.11	%	35,459		37,110	2.5	%
									473,034		479,531	31.9	%
Manufacturing
ASP Unifrax Holdings, Inc. (9)	First-lien loan ($ 1,130 par, due 12/2025 ) (3)	8/25/2023	SOFR + 3.90 %				9.25	%	1,053		1,051	0.1	%
	First-lien loan (EUR 1,023 par, due 12/2025 ) (3)	9/14/2023		E + 3.75 %			7.68	%	998	1,030 (EUR 932 )		0.1	%
	Secured Note ($ 91 par, due 9/2028 )	12/19/2023		5.25	%		5.25	%	62		66	0.0	%
	Unsecured Note ($ 1,059 par, due 9/2029 )	8/31/2023		7.50	%		7.50	%	570		540	0.0	%

F- 18


Avalara, Inc. (3)	First-lien loan ($ 38,636 par, due 10/2028 )	10/19/2022	SOFR + 7.25 %			12.60	%	37,736		38,743	2.6	%
Skylark UK DebtCo Limited (3)(4)	First-lien loan ($ 16,340 par, due 9/2030 )	9/7/2023	SOFR + 6.25 %			11.60	%	15,722		15,812	1.1	%
	First-lien loan (EUR 4,851 par, due 9/2030 )	9/7/2023		E + 6.25 %		10.18	%	5,055	5,238 (EUR 4,742 )		0.4	%
	First-lien loan (GBP 16,640 par, due 9/2030 )	9/7/2023		S + 6.25 %		11.52	%	20,207	20,735 (GBP 16,265 )		1.4	%
								81,403		83,215	5.7	%
Office Products
USR Parent, Inc. (3)(5)	ABL FILO term loan ($ 17,000 par, due 4/2027 )	4/25/2022	SOFR + 6.50 %			11.84	%	16,703		16,914	1.1	%
Oil, Gas and Consumable Fuels
Laramie Energy, LLC (3)	First-lien loan ($ 27,317 par, due 2/2027 )	2/21/2023	SOFR + 7.10 %			12.46	%	26,768		27,142	1.8	%
Mach Natural Resources LP (3)(4)	First-lien loan ($ 5,000 par, due 12/2026 )	12/28/2023	SOFR + 6.65 %			12.00	%	4,900		4,900	0.3	%
Murchison Oil and Gas, LLC (3)	First-lien loan ($ 27,849 par, due 6/2026 )	6/30/2022	SOFR + 8.65 %			14.00	%	27,453		28,267	1.9	%
TRP Assets, LLC (3)	First-lien loan ($ 65,000 par, due 12/2025 )	12/3/2021	SOFR + 7.76 %			13.11	%	64,372		66,980	4.5	%
								123,493		127,289	8.5	%
Other
Omnigo Software, LLC (3)(5)	First-lien loan ($ 39,943 par, due 3/2026 )	3/31/2021	SOFR + 6.60 %			11.96	%	39,440		39,743	2.7	%
Retail and Consumer Products
99 Cents Only Stores LLC (3)	ABL FILO term loan ($ 25,000 par, due 5/2025 )	9/6/2017	SOFR + 8.65 %			14.03	%	24,868		25,000	1.7	%
American Achievement, Corp. (3)(14)	First-lien loan ($ 27,046 par, due 9/2026 )	9/30/2015	SOFR + 6.35 %		11.19 % PIK			26,219		20,488	1.4	%
	First-lien loan ($ 1,352 par, due 9/2026 )	6/10/2021	SOFR + 14.10 %		18.94 % PIK			1,352		101	0.0	%
	Subordinated note ($ 4,740 par, due 9/2026 )	3/16/2021	SOFR + 1.15 %		6.54 % PIK			545		71	0.0	%
Bed Bath and Beyond Inc. (3)(15)	ABL FILO term loan ($ 14,065 par, due 8/2027 )	9/2/2022	SOFR + 9.90 %			15.26	%	13,787		13,468	0.9	%
	Roll Up DIP term loan ($ 25,931 par, due 9/2024 )	4/24/2023	SOFR + 7.90 %		13.26 % (incl. 13.26 % PIK)			25,931		24,828	1.7	%
	Super-Priority DIP term loan ($ 4,739 par, due 9/2024 )	4/24/2023	SOFR + 7.90 %			13.26	%	4,739		4,538	0.3	%
Cordance Operations, LLC (3)	First-lien loan ($ 49,543 par, due 7/2028 )	7/25/2022	SOFR + 9.25 %			14.66	%	48,641		49,801	3.2	%
Neuintel, LLC (3)(5)	First-lien loan ($ 57,701 par, due 12/2026 )	12/20/2021	SOFR + 7.65 %			13.03	%	56,923		58,134	3.9	%
Rapid Data GmbH Unternehmensberatung (3)(4)	First-lien loan (EUR 4,495 par, due 7/2029 )	7/11/2023		E + 6.50 %		10.48	%	4,676	4,853 (EUR 4,393 )		0.3	%
Tango Management Consulting, LLC (3)(5)	First-lien loan ($ 57,007 par, due 12/2027 )	12/1/2021	SOFR + 6.85 %			12.20	%	56,247		56,703	3.8	%
								263,928		257,985	17.2	%
Transportation
Project44, Inc. (3)(5)	First-lien loan ($ 35,139 par, due 11/2027 )	11/12/2021	SOFR + 6.40 %			11.78	%	34,139		35,001	2.3	%
Marcura Equities LTD (3)(4)	First-lien loan ($ 32,007 par, due 8/2029 )	8/11/2023	SOFR + 7.00 %			12.18	%	31,020		31,482	2.1	%
	First-lien revolving loan ($ 1,667 par, due 8/2029 )	8/11/2023	SOFR + 7.00 %			12.18	%	1,589		1,625	0.1	%
								66,748		68,108	4.5	%
Total Debt Investments								3,045,524		3,071,623	205.3	%

Equity and Other Investments
Business Services
Artisan Topco LP (11)(12)	Class A Preferred Units ( 2,117,264 units)	11/7/2023						2,117		2,117	0.1	%
Newark FP Co-Invest, L.P. (11)(12)	Partnership ( 2,527,719 units)	11/8/2023						2,532		2,532	0.2	%

F- 19


Dye & Durham, Ltd. (4)(10)	Common Shares ( 126,968 shares)	12/3/2021	3,909	1,383 (CAD 1,823 )		0.1	%
Mitnick TA Aggregator, L.P. (11)	Membership Interest ( 0.43 % ownership)	5/2/2022	5,243		4,496	0.3	%
ReliaQuest, LLC (13)	Class A-1 Units ( 637,713 units) (11)	11/23/2021	1,120		1,414	0.1	%
	Class A-2 Units ( 2,989 units) (11)	6/21/2022	6		8	0.0	%
	Class A-3 Units ( 16,957 units) (11)(12)	11/10/2023	36		46	0.0	%
	Series A Preferred Stock ( 1,667 Units) (12)	12/20/2023	1,502		1,504	0.1	%
	90,634 Warrants (11)(12)	12/20/2023	102		102	0.0	%
Sprinklr, Inc. (10)(11)	Common Shares ( 315,005 shares)	6/24/2021	2,716		3,793	0.3	%
Warrior TopCo LP (11)(12)	Class A Units ( 423,728 units)	7/7/2023	424		424	0.0	%
			19,707		17,819	1.2	%
Communications
Celtra Technologies, Inc. (11)	Class A Units ( 1,250,000 units)	11/19/2021	1,250		1,250	0.1	%
IntelePeer Holdings, Inc. (11)	Series C Preferred Shares ( 1,816,295 shares)	4/8/2021	1,816		1,957	0.1	%
	Series D Preferred Shares ( 1,598,874 shares)	4/8/2021	2,925		2,099	0.1	%
	280,000 Series C Warrants	2/28/2020	183		—	0.0	%
	106,592 Series D Warrants	4/8/2021	—		—	0.0	%
			6,174		5,306	0.3	%
Education
Astra 2L Holdings II LLC (11)	Membership Interest ( 10.17 % ownership)	1/13/2022	3,255		309	0.0	%
EMS Linq, Inc. (11)	Class B Units ( 5,522,526 units)	12/22/2021	5,522		4,762	0.4	%
RMCF IV CIV XXXV, LP. (11)	Partnership Interest ( 11.94 % ownership)	6/8/2021	1,000		1,455	0.1	%
			9,777		6,526	0.5	%
Financial Services
AF Eagle Parent, L.P. (11)(12)	Partnership ( 121,329 units)	11/27/2023	4,091		4,091	0.3	%
CLGF Holdco 2, LLC (4)(11)(12)	334,682 Warrants	11/7/2023	183		183	0.0	%
Newport Parent Holdings, L.P. (11)	Class A-2 Units ( 131,569 units)	12/10/2020	4,177		11,591	0.8	%
Oxford Square Capital Corp. (4)(10)	Common Shares ( 1,620 shares)	8/5/2015	6		5	0.0	%
Passport Labs, Inc. (11)	17,534 Warrants	4/28/2021	192		—	0.0	%
TradingScreen, Inc. (11)(13)	Class A Units ( 600,000 units)	5/14/2021	600		600	0.0	%
			9,249		16,470	1.1	%
Healthcare
Caris Life Sciences, Inc. (11)	Series C Preferred Shares ( 1,915,114 shares)	10/13/2020	3,500		6,676	0.4	%
	Series D Preferred Shares ( 1,240,740 shares)	5/11/2021	10,050		9,899	0.7	%
	633,376 Warrants	9/21/2018	192		1,187	0.1	%
	569,991 Warrants	4/2/2020	250		885	0.1	%
Merative Topco L.P. (11)	989,691 Class A-1 Units	6/30/2022	9,897		9,600	0.6	%
Raptor US Buyer II Corp. (11)(12)	20,268 Ordinary Shares	3/24/2023	2,033		2,033	0.1	%
			25,922		30,280	2.0	%
Hotel, Gaming and Leisure
IRGSE Holding Corp. (7)(11)	Class A Units ( 33,790,171 units)	12/21/2018	21,842		2,281	0.2	%
	Class C-1 Units ( 8,800,000 units)	12/21/2018	100		43	0.0	%
			21,942		2,324	0.2	%
Human Resource Support Services
Axonify, Inc. (4)(11)(13)	Class A-1 Units ( 3,780,000 units)	5/5/2021	3,780		4,026	0.3	%
bswift, LLC (11)(12)	Class A-1 Units ( 2,393,509 units)	11/7/2022	2,394		2,394	0.2	%
DaySmart Holdings, LLC (11)	Class A Units ( 166,811 units)	12/18/2020	1,347		2,138	0.1	%
Employment Hero Holdings Pty Ltd. (4)(11)	Series E Preferred Shares ( 113,250 shares)	3/1/2022	2,134	2,605 (AUD 3,817 )		0.2	%
			9,655		11,163	0.8	%
Internet Services

F- 20


Bayshore Intermediate #2, L.P. (11)(13)	Co-Invest Common Units ( 8,837,008 units)	10/1/2021				8,837	8,461	0.5	%
	Co-Invest 2 Common Units ( 3,493,701 units)	10/1/2021				3,494	3,345	0.2	%
Lucidworks, Inc. (11)	Series F Preferred Shares ( 199,054 shares)	8/2/2019				800	800	0.1	%
Piano Software, Inc. (11)	Series C-1 Preferred Shares ( 418,527 shares)	12/22/2021				3,000	3,000	0.2	%
	Series C-2 Preferred Shares ( 27,588 shares) (12)	11/18/2022				198	198	0.0	%
SMA Technologies Holdings, LLC (11)(12)	Class A Units ( 1,300 shares)	11/21/2022				1,300	1,300	0.1	%
	Class B Units ( 923,250 shares)	11/21/2022				—	—	0.0	%
						17,629	17,104	1.1	%
Marketing Services
Validity, Inc.	Series A Preferred Shares ( 3,840,000 shares)	5/31/2018				3,840	10,368	0.7	%
Oil, Gas and Consumable Fuels
Murchison Oil and Gas, LLC (13)	13,355 Preferred Units	6/30/2022				13,355	14,156	0.9	%
TRP Assets, LLC (11)(13)	Partnership Interest ( 1.89 % ownership)	8/25/2022				8,755	11,513	0.8	%
						22,110	25,669	1.7	%
Pharmaceuticals
TherapeuticsMD, Inc. (4)(11)	14,256 Warrants	8/5/2020				1,029	—	0.0	%

Retail and Consumer Products
American Achievement, Corp. (11)	Class A Units ( 687 units)	3/16/2021				—	50	0.0	%
Copper Bidco, LLC	Trust Certificates ( 132,928 Certificates)	12/7/2020				—	—	0.0	%
	Trust Certificates ( 996,958 Certificates) (9)	1/30/2021				2,589	10,089	0.6	%
Neuintel, LLC (11)(13)	Class A Units ( 1,176,494 units)	12/21/2021				3,000	2,430	0.2	%
						5,589	12,569	0.8	%
Structured Credit
Allegro CLO Ltd, Series 2018-1A, (3)(4)(9)	Structured Credit ($ 1,000 par, due 6/2031 )	5/26/2022	SOFR + 3.11 %	8.51	%	983	971	0.0	%
American Money Management Corp CLO Ltd, Series 2016-18A (3)(4)(9)	Structured Credit ($ 1,500 par, due 5/2031 )	6/22/2022	SOFR + 3.31 %	8.70	%	1,359	1,475	0.1	%
Ares CLO Ltd, Series 2021-59A (3)(4)(9)	Structured Credit ($ 1,000 par, due 4/2034 )	6/23/2022	SOFR + 6.51 %	11.89	%	898	967	0.0	%
Ares Loan Funding I Ltd, Series 2021-ALFA, Class E (3)(4)(9)	Structured Credit ($ 1,000 par, due 10/2034 )	6/24/2022	SOFR + 6.96 %	12.36	%	944	988	0.0	%
Bain Capital Credit CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($ 500 par, due 4/2031 )	10/15/2020	SOFR + 5.61 %	11.02	%	429	445	0.0	%
Battalion CLO Ltd, Series 2021-21A (3)(4)(9)	Structured Credit ($ 1,300 par, due 7/2034 )	7/13/2022	SOFR + 3.56 %	8.96	%	1,170	1,252	0.1	%
Benefit Street Partners CLO Ltd, Series 2015-BR (3)(4)(9)	Structured Credit ($ 2,500 par, due 7/2034 )	7/13/2022	SOFR + 4.11 %	9.53	%	2,194	2,465	0.2	%
Benefit Street Partners CLO Ltd, Series 2015-8A (3)(4)(9)	Structured Credit ($ 1,425 par, due 1/2031 )	9/13/2022	SOFR + 3.01 %	8.43	%	1,289	1,367	0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2014-4RA (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2030 )	5/26/2022	SOFR + 3.16 %	8.56	%	920	962	0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2016-1, Ltd (3)(4)(9)	Structured Credit ($ 1,600 par, due 4/2034 )	2/15/2023	SOFR + 6.86 %	12.28	%	1,430	1,521	0.1	%
Carlyle Global Market Strategies CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($ 1,550 par, due 4/2031 )	8/11/2020	SOFR + 6.01 %	11.42	%	1,264	1,442	0.1	%

F- 21


CarVal CLO III Ltd, Series 2019-2A (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2032 )	6/30/2022	SOFR + 6.70 %	12.11	%	903	971	0.1	%
Cedar Funding CLO Ltd, Series 2018-7A (3)(4)(9)	Structured Credit ($ 1,000 par, due 1/2031 )	7/21/2022	SOFR + 4.81 %	10.23	%	874	934	0.0	%
CIFC CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2031 )	6/16/2022	SOFR + 5.76 %	11.16	%	904	956	0.0	%
CIFC CLO Ltd, Series 2021-4A (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2033 )	7/14/2022	SOFR + 6.26 %	11.66	%	900	991	0.1	%
Crown Point CLO Ltd, Series 2021-10A (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2034 )	6/14/2022	SOFR + 7.11 %	12.53	%	903	953	0.1	%
Dryden Senior Loan Fund, Series 2018-55A (3)(4)(9)	Structured Credit ($ 1,000 par, due 4/2031 )	7/25/2022	SOFR + 3.11 %	8.51	%	927	959	0.1	%
Dryden Senior Loan Fund, Series 2020-86A (3)(4)(9)	Structured Credit ($ 1,500 par, due 7/2034 )	8/17/2022	SOFR + 6.76 %	12.16	%	1,463	1,433	0.1	%
Eaton CLO Ltd, Series 2015-1A (3)(4)(9)	Structured Credit ($ 2,500 par, due 1/2030 )	6/23/2022	SOFR + 2.76 %	8.18	%	2,260	2,410	0.2	%
Eaton CLO Ltd, Series 2020-1A (3)(4)(9)	Structured Credit ($ 1,000 par, due 10/2034 )	8/11/2022	SOFR + 6.51 %	11.91	%	936	970	0.1	%
GoldenTree CLO Ltd, Series 2020-7A (3)(4)(9)	Structured Credit ($ 1,000 par, due 4/2034 )	6/17/2022	SOFR + 6.76 %	12.18	%	921	994	0.1	%
Gulf Stream Meridian, Series 2021-4A (3)(4)(9)	Structured Credit ($ 1,015 par, due 7/2034 )	6/3/2022	SOFR + 6.61 %	12.01	%	942	968	0.0	%
Gulf Stream Meridian, Series 2021-6A (3)(4)(9)	Structured Credit ($ 2,000 par, due 1/2037 )	9/12/2022	SOFR + 6.62 %	11.93	%	1,851	1,928	0.1	%
Jefferson Mill CLO Ltd, Series 2015-1A (3)(4)(9)	Structured Credit ($ 1,000 par, due 10/2031 )	5/23/2022	SOFR + 3.81 %	9.22	%	908	965	0.0	%
KKR CLO Ltd, 49A (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2035 )	6/2/2022	SOFR + 8.26 %	13.42	%	978	987	0.1	%
Madison Park CLO, Series 2018-28A (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2030 )	6/28/2022	SOFR + 5.51 %	10.91	%	911	963	0.0	%
Magnetite CLO Ltd, Series 2021-30A (3)(4)(9)	Structured Credit ($ 1,000 par, due 10/2034 )	6/13/2022	SOFR + 6.46 %	11.84	%	920	988	0.1	%
MidOcean Credit CLO Ltd, Series 2016-6A (3)(4)(9)	Structured Credit ($ 3,500 par, due 4/2033 )	5/23/2022	SOFR + 3.78 %	9.20	%	3,170	3,274	0.2	%
MidOcean Credit CLO Ltd, Series 2018-9A (3)(4)(9)	Structured Credit ($ 1,100 par, due 7/2031 )	6/1/2022	SOFR + 6.31 %	11.73	%	970	1,012	0.1	%
Octagon 57 LLC, Series 2021-1A (3)(4)(9)	Structured Credit ($ 1,000 par, due 10/2034 )	5/24/2022	SOFR + 6.86 %	12.26	%	951	940	0.0	%
Octagon Investment Partners 18 Ltd, Series 2018-18A (3)(4)(9)	Structured Credit ($ 1,000 par, due 4/2031 )	7/26/2022	SOFR + 2.96 %	8.36	%	913	959	0.1	%
Octagon Investment Partners 38 Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($ 2,800 par, due 7/2030 )	9/20/2022	SOFR + 3.21 %	8.63	%	2,505	2,713	0.2	%
Park Avenue Institutional Advisers CLO Ltd, Series 2018-1A (3)(4)(9)	Structured Credit ($ 1,000 par, due 10/2031 )	9/23/2022	SOFR + 3.59 %	9.01	%	870	925	0.1	%
Pikes Peak CLO, Series 2021-9A (3)(4)(9)	Structured Credit ($ 2,000 par, due 10/2034 )	8/31/2022	SOFR + 6.84 %	12.23	%	1,787	1,890	0.1	%
RR Ltd, Series 2020-8A (3)(4)(9)	Structured Credit ($ 1,000 par, due 4/2033 )	8/22/2022	SOFR + 6.66 %	12.06	%	955	995	0.1	%
Signal Peak CLO LLC, Series 2018-5A (3)(4)(9)	Structured Credit ($ 333 par, due 4/2031 )	8/9/2022	SOFR + 5.91 %	11.29	%	301	318	0.0	%
Southwick Park CLO Ltd, Series 2019-4A (3)(4)(9)	Structured Credit ($ 1,000 par, due 7/2032 )	5/25/2022	SOFR + 6.51 %	11.93	%	932	968	0.1	%
Stewart Park CLO Ltd, Series 2015-1A (3)(4)(9)	Structured Credit ($ 1,000 par, due 1/2030 )	7/25/2022	SOFR + 2.86 %	8.26	%	928	970	0.1	%
Voya CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($ 2,750 par, due 10/2031 )	6/22/2022	SOFR + 6.01 %	11.41	%	2,441	2,484	0.2	%
Wind River CLO Ltd, Series 2014-2A (3)(4)(9)	Structured Credit ($ 1,500 par, due 1/2031 )	6/23/2022	SOFR + 3.16 %	8.56	%	1,407	1,404	0.1	%
Wind River CLO Ltd, Series 2017-1A (3)(4)(9)	Structured Credit ($ 3,000 par, due 4/2036 )	7/14/2022	SOFR + 3.98 %	9.38	%	2,633	2,911	0.2	%
Wind River CLO Ltd, Series 2018-3A (3)(4)(9)	Structured Credit ($ 2,000 par, due 1/2031 )	12/12/2022	SOFR + 5.91 %	11.33	%	1,721	1,856	0.1	%

F- 22


		52,865		55,844	3.7	%
Total Equity and Other Investments		205,488		211,442	14.1	%
Total Investments	$	3,251,012	$	3,283,065	219.4	%


	Interest Rate Swaps as of December 31, 2023
	Company Receives	Company Pays	Maturity Date	Notional Amount		Fair Market Value			Upfront (Payments) / Receipts		Change in Unrealized Gains / (Losses)
Interest rate swap (a)	SOFR + 2.54 %	3.875 %	11/1/2024	$	2,500	$	—		$	—	$	—
Interest rate swap (a)(b)(c)(d)	3.875 %	SOFR + 2.51 %	11/1/2024		300,000		( 8,846	)		—		7,647
Interest rate swap (a)(b)(c)(d)	3.875 %	SOFR + 2.72 %	11/1/2024		50,000		( 1,563	)		—		1,362
Interest rate swap (a)(b)	2.50 %	SOFR + 2.17 %	8/1/2026		300,000		( 26,111	)		—		9,554
Interest rate swap (a)(b)	6.95 %	SOFR + 2.99 %	8/14/2028		300,000		4,680			—		4,680
Total Hedge Accounting Swaps					952,500		( 31,840	)		—		23,243
Cash collateral					—		55,819			—		—
Total derivatives				$	952,500	$	23,979		$	—	$	23,243

(a)

Contains a variable rate structure. Bears interest at a rate determined by SOFR.

(b)

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.

(c)

$ 2.5 million in aggregate notional value of these instruments is no longer designated as instruments in a hedge accounting relationship. The associated change in fair value of the de-designated portion is recorded within unrealized gain/(loss).

(d)

The fair market value of this instrument is presented net with the $ 2.5 million in aggregate notional value of instruments no longer designated as instruments in a hedge accounting relationship.

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

(2)

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.

(3)

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”), Sterling Overnight Index Average ("SONIA"), Canadian Dollar Offered Rate (“CDOR” or “C”), Secured Overnight Financing Rate (“SOFR”) which may also contain a credit spread adjustment depending on the tenor election, Bank Bill Swap Bid Rate (“BBSY” or “B”) 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, 2023.

(4)

(5)

(6)

Under the 1940 Act, the Company is deemed to be both an “Affiliated Person” of and “Control,” as such terms are defined in the 1940 Act, this portfolio company, as the Company owns more than 25 % of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Transactions during the year ended December 31, 2023 in which the issuer was an Affiliated Person of and was deemed to Control a portfolio company are as follows:

Controlled, Affiliated Investments during the year ended December 31, 2023


Company	Fair Value at December 31, 2022		Gross Additions (a)		Gross Reductions (b)		Net Change In Unrealized Gain/(Loss)			Realized Gain/(Losses)		Transfers		Fair Value at December 31, 2023		Other Income		Interest Income
IRGSE Holding Corp.	$	70,755	$	10,875	$	—	$	( 21,717	)	$	—	$	—	$	59,913	$	6	$	7,756
Total	$	70,755	$	10,875	$	—	$	( 21,717	)	$	—	$	—	$	59,913	$	6	$	7,756

F- 23

(a)

(b)

(7)

As of December 31, 2023, the estimated cost basis of investments for U.S. federal tax purposes was $ 3,256,630 resulting in estimated gross unrealized gains and losses of $ 159,281 and $ 135,606 , respectively.

(8)

(9)

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.

(10)

This investment is valued using observable inputs and is considered a Level 1 investment. See Note 6 for further information related to investments at fair value.

(11)

This investment is non-income producing.

(12)

All or a portion of this security was acquired in a transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2023, the aggregate fair value of these securities is $ 13,032 , or 0.9 % of the Company’s net assets.

(13)

Ownership of equity investments may occur through a holding company or partnership.

(14)

Investment is on non-accrual status as of December 31, 2023.

(15)

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 $ 11.8 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.

The accompanying notes are an integral part of these consolidated financial statements.

F- 24

Sixth Street Specialty Lending, Inc.

C onsolidated Statements of Changes in Net Assets

(Amounts in thousands, except share amounts)


	Common Stock					Treasury Stock
	Shares			Par Amount		Shares		Cost			Paid in Capital in Excess of Par			Distributable Earnings			Total Net Assets
Balance at December 31, 2021		75,771,542		$	761		296,044	$	( 4,291	)	$	1,189,275		$	90,103		$	1,275,848
Net increase (decrease) in net assets resulting from operations:
Net investment income		—			—		—		—			—			166,327			166,327
Net change in unrealized gains (losses) on investments and foreign currency translation		—			—		—		—			—			( 74,969	)		( 74,969	)
Net realized gain (loss) on investments and foreign currency transactions		—			—		—		—			—			16,695			16,695
Increase (decrease) in net assets resulting from capital share transactions
Issuance of common stock, net of offering and underwriting costs		—			—		—		—			—			—			—
Common stock issued in settlement of convertible notes		4,360,125			44		—		—			77,598			—			77,642
Purchases of treasury stock		( 368,206	)		—		368,206		( 6,168	)		—			—			( 6,168	)
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		1,625,826			16		—		—			30,500			—			30,516
Dividends declared from distributable earnings		—			—		—		—			—			( 144,322	)		( 144,322	)
Tax reclassification of stockholders' equity in accordance with GAAP (1)		—			—		—		—			( 2,622	)		2,622			—
Balance at December 31, 2022		81,389,287		$	821		664,250	$	( 10,459	)	$	1,294,751		$	56,456		$	1,341,569
Net increase (decrease) in net assets resulting from operations:
Net investment income		—			—		—		—			—			196,399			196,399
Net change in unrealized gains (losses) on investments and foreign currency translation		—			—		—		—			—			13,191			13,191
Net realized gain (loss) on investments and foreign currency transactions		—			—		—		—			—			12,433			12,433
Increase (decrease) in net assets resulting from capital share transactions
Issuance of common stock, net of offering and underwriting costs		5,175,000			52		—		—			89,152			—			89,204
Common stock issued in settlement of convertible notes		—			—		—		—			—			—			—
Purchases of treasury stock		—			—		—		—			—			—			—
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		1,265,212			12		—		—			23,533			—			23,545
Dividends declared from distributable earnings		—			—		—		—			—			( 179,966	)		( 179,966	)
Tax reclassification of stockholders' equity in accordance with GAAP (1)		—			—		—		—			( 2,263	)		2,263			—
Balance at December 31, 2023		87,829,499		$	885		664,250	$	( 10,459	)	$	1,405,173		$	100,776		$	1,496,375
Net increase (decrease) in net assets resulting from operations:
Net investment income		—			—		—		—			—			220,017			220,017
Net change in unrealized gains (losses) on investments and foreign currency translation		—			—		—		—			—			( 42,024	)		( 42,024	)
Net realized gain (loss) on investments and foreign currency transactions		—			—		—		—			—			8,573			8,573
Increase (decrease) in net assets resulting from capital share transactions
Issuance of common stock, net of offering and underwriting costs		4,600,000			46		—		—			93,262			—			93,308
Common stock issued in settlement of convertible notes		—			—		—		—			—			—			—
Purchases of treasury stock		—			—		—		—			—			—			—
Dividends to stockholders:
Stock issued in connection with dividend reinvestment plan		1,231,937			12		—		—			24,711			—			24,723
Dividends declared from distributable earnings		—			—		—		—			—			( 193,443	)		( 193,443	)
Tax reclassification of stockholders' equity in accordance with GAAP (1)		—			—		—		—			( 3,809	)		3,809			—
Balance at December 31, 2024		93,661,436		$	943		664,250	$	( 10,459	)	$	1,519,337		$	97,708		$	1,607,529

(1)

The Company changed its tax year end from March 31st to December 31st.

F- 25

The accompanying notes are an integral part of these consolidated financial statements.

F- 26

Sixth Street Specialty Lending, Inc.

C onsolidated Statements of Cash Flows

(Amounts in thousands)


	Year Ended			Year Ended			Year Ended
	December 31, 2024			December 31, 2023			December 31, 2022
Cash Flows from Operating Activities
Increase (decrease) in net assets resulting from operations	$	186,566		$	222,023		$	108,053
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		52,794			( 18,854	)		76,381
Net change in unrealized (gains) losses on foreign currency transactions		( 13,379	)		6,393			( 8,721	)
Net change in unrealized (gains) losses on interest rate swaps		—			( 174	)		6,748
Net realized (gains) losses on investments		( 9,037	)		( 12,253	)		( 14,735	)
Net realized (gains) losses on foreign currency transactions		( 610	)		( 335	)		509
Net realized (gains) losses on interest rate swaps		—			—			( 2,251	)
Net amortization of discount on investments		( 21,101	)		( 17,596	)		( 19,387	)
Amortization of deferred financing costs		6,903			5,245			5,683
Amortization of discount on debt		1,614			899			766
Purchases and originations of investments, net		( 1,096,140	)		( 943,451	)		( 995,620	)
Proceeds from investments, net		85,224			42,152			23,468
Repayments on investments		778,177			472,536			675,787
Paid-in-kind interest		( 29,612	)		( 18,161	)		( 12,881	)
Changes in operating assets and liabilities:
Interest receivable		( 2,826	)		( 7,605	)		( 8,430	)
Interest receivable paid-in-kind		277			( 1,518	)		359
Prepaid expenses and other assets		1,628			( 3,049	)		( 1,011	)
Management fees payable to affiliate		991			1,436			1,146
Incentive fees on net investment income payable to affiliate		562			533			1,129
Incentive fees on net capital gains accrued to affiliate		( 5,375	)		4,382			( 8,864	)
Payable to affiliate		833			( 463	)		116
Other liabilities		17,020			31,072			( 52,777	)
Net Cash Provided by (Used in) Operating Activities		( 45,491	)		( 236,788	)		( 224,532	)
Cash Flows from Financing Activities
Borrowings on debt		1,784,906			1,546,233			1,329,868
Repayments on debt		( 1,653,061	)		( 1,233,264	)		( 918,113	)
Deferred financing costs		( 8,810	)		( 9,415	)		( 4,296	)
Proceeds from issuance of common stock, net of offering and underwriting costs		93,308			89,204			—
Conversion of convertible notes		—			—			( 22,348	)
Purchases of treasury stock		—			—			( 6,168	)
Dividends paid to stockholders		( 168,720	)		( 156,421	)		( 144,731	)
Net Cash Provided by (Used in) Financing Activities		47,623			236,337			234,212
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		2,132			( 451	)		9,680
Cash, cash equivalents, and restricted cash, beginning of period		25,196			25,647			15,967
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	27,328		$	25,196		$	25,647
Supplemental Information:
Interest paid during the period	$	139,783		$	119,396		$	55,584
Excise and other taxes paid during the period	$	2,280		$	2,437		$	1,672
Dividends declared during the period	$	193,443		$	179,966		$	144,322

Non-Cash Financing Activities:
Reinvestment of dividends during the period	$	24,723		$	23,545		$	30,516
Common stock issued in settlement of convertible notes during the period		—			—		$	77,642

The accompanying notes are an integral part of these consolidated financial statements.

F- 27

Sixth Street Specialty Lending, Inc.

N otes to Consolidated Financial Statements

(Amounts in thousands, unless otherwise indicated)

1. Organization and Basis of Presentation

Organization

Sixth Street Specialty Lending, Inc. (the “Company”) is a Delaware corporation formed on July 21, 2010. The Company was formed primarily to lend to, and selectively invest in, 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 Specialty Lending Advisers, LLC (the “Adviser”). On June 1, 2011, the Company formed a wholly-owned subsidiary, TC Lending, LLC, a Delaware limited liability company. On March 22, 2012, the Company formed a wholly-owned subsidiary, Sixth Street SL SPV, LLC, a Delaware limited liability company. On May 19, 2014, the Company formed a wholly-owned subsidiary, Sixth Street SL Holding, LLC, a Delaware limited liability company. On December 9, 2020, the Company formed a wholly-owned subsidiary, Sixth Street Specialty Lending Sub, LLC, a Cayman Islands limited liability company.

On March 21, 2014, the Company completed its initial public offering (“IPO”) and the Company’s shares began trading on the New York Stock Exchange (“NYSE”) under the symbol “TSLX.”

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. 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

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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 Directors (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 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 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, 2024, 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

F- 29

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 Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net

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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.

Equity Offering Expenses

The Company records expenses related to equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement are expensed as incurred.

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

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.

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, 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 stock 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 stock 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 shares of common stock assuming all potential shares had been issued and the additional shares of common stock 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.

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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 stockholders 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 stockholders, 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, 2024, the Company did not have any uncertain tax positions that met the recognition or measurement criteria, nor did the Company have any unrecognized tax benefits. The Company’s 2023, 2022 and 2021 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, 2024, December 31, 2023 and December 31, 2022 we recorded a net expense of $ 3.9 million, $ 2.4 million and $ 2.6 million, respectively, for U.S. federal excise tax and other taxes.

Dividends to Common Stockholders

Dividends to common stockholders 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 stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes, and it declares, a cash dividend, then the stockholders 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 stock, rather than receiving the cash dividend. The Company expects to use newly issued shares to satisfy the dividend reinvestment plan.

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, President, Chief Financial Officer, and the Deputy Chief Financial Officer.

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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 November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”),” which enhances disclosure requirements about significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”). ASU 2023-07, among other things, (i) requires a single segment public entity to provide all of the disclosures as required by Topic 280, (ii) requires a public entity to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources and (iii) provides the ability for a public entity to elect more than one performance measure. ASU 2023-07 is effective for the fiscal years beginning after December 15, 2023, and interim periods beginning with the first quarter ended March 31, 2025. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company’s adoption of this guidance did no t have a material impact on the Company’s financial position, results of operations or cash flows.

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 does not expect this update to have a material effect on the Company's 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 the Company's consolidated financial statements.

3. Agreements and Related Party Transactions

Administration Agreement

On March 15, 2011, 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 stockholders 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 February 2017, the Board of Directors of the Company and the Adviser entered into an amended and restated administration agreement (the “Administration Agreement”) reflecting certain clarifications to the agreement to provide greater detail regarding the scope of the reimbursable costs and expenses of the Administrator’s services.

No person who is an officer, director or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for the allocable portion of the costs of compensation, benefits, and related administrative expenses of the Company’s officers who provide operational and administrative services to the Company pursuant to the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Adviser or

F- 33

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 the Company pursuant to the Administration Agreement, including individuals who provide “back office” or “middle office” financial, operational, legal and/or compliance services to the Company. 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. Directors 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, 2024, December 31, 2023 and December 31, 2022, the Company incurred expenses of $ 3.9 million, $ 3.2 million and $ 3.1 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 April 15, 2011, the Company entered into the Investment Advisory Agreement with the Adviser. The Investment Advisory Agreement was subsequently amended on December 12, 2011. 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 the Management Fee and may also pay certain Incentive Fees.

The Management Fee is calculated at an annual rate of 1.5 % based on the average value of the Company’s gross assets calculated using the values at the end of the two most recently completed calendar quarters, adjusted for any share issuances or repurchases during the period. The Management Fee is payable quarterly in arrears.

For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, Management Fees (gross of waivers) were $ 51.8 million, $ 46.4 million and $ 39.9 million, respectively.

Any waived Management Fees are not subject to recoupment by the Adviser.

The Adviser intends to waive a portion of the Management Fee payable under the Investment Advisory Agreement by reducing the Management Fee on assets financed using leverage over 200 % asset coverage (in other words, over 1.0x debt to equity) (the “Leverage Waiver”). Pursuant to the Leverage Waiver, the Adviser intends to waive the portion of the Management Fee in excess of an annual rate of 1.0 % ( 0.250 % per quarter) on the average value of the Company's gross assets as of the end of the two most recently completed calendar quarters that exceeds the product of (i) 200 % and (ii) the average value of our net asset value at the end of the two most recently completed calendar quarters. For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, Management Fees of $ 1.5 million, $ 1.2 million, and $ 0.4 million, respectively, have been waived pursuant to the Leverage Waiver.

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 pre-Incentive Fee net investment income in excess of a 1.5 % quarterly “hurdle rate,” the calculation of which is further explained below, until the Adviser has received 17.5 % of the total pre-Incentive Fee net investment income for that quarter and, for pre-Incentive Fee net investment income in excess of 1.82 % quarterly, 17.5 % of all remaining pre-Incentive Fee net investment income for that quarter. The 100 % “catch-up” provision for pre-Incentive Fee net investment income in excess of the 1.5 % “hurdle rate” is intended to provide the Adviser with an Incentive Fee of 17.5 % on all pre-Incentive Fee net investment income when that amount equals 1.82 % in a quarter ( 7.28 % annualized), which is the rate at which catch-up is achieved. Once the “hurdle rate” is reached and catch-up is achieved, 17.5 % of any pre-Incentive Fee net investment income in excess of 1.82 % in any quarter is payable to the Adviser.

Pre-Incentive Fee net investment income means 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 stock, 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 may not have received in cash. Pre-Incentive Fee net investment income does not include any realized capital gains, realized capital losses or unrealized capital gains or losses.

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The second component, payable at the end of each fiscal year in arrears, equaled 15 % through March 31, 2014 and, beginning April 1, 2014, equals a weighted percentage of cumulative realized capital gains from the Company’s inception to the end of that fiscal year, less cumulative realized capital losses and unrealized capital losses. This component of the Incentive Fee is referred to as the Capital Gains Fee. Each year, the fee paid for this component of the Incentive Fee is net of the aggregate amount of any previously paid Capital Gains Fee for prior periods. For capital gains that accrue following March 31, 2014, the Incentive Fee rate is 17.5 %. The Company accrues, but does not pay, a Capital Gains Fee with respect to unrealized capital gains because a Capital Gains Fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain. The weighted percentage is intended to ensure that for each fiscal year following the completion of the IPO, the portion of the Company’s realized capital gains that accrued prior to March 31, 2014, is subject to an Incentive Fee rate of 15 % and the portion of the Company’s realized capital gains that accrued beginning April 1, 2014 is subject to an Incentive Fee rate of 17.5 %. 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. As of March 31, 2020, there are no remaining investments that were made prior to April 1, 2014, and as a result, the Incentive Fee rate of 17.5 % is applicable to any future realized capital gains.

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 value of the Company’s net assets at the end of the immediately preceding calendar quarter.

Section 205(b)(3) of the Investment Advisers Act of 1940, as amended (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.

For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, Incentive Fees were $ 40.2 million, $ 47.0 million and $ 24.5 million, respectively, of which $ 45.5 million, $ 42.6 million, and $ 33.4 million, respectively, were realized and payable to the Adviser. For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, $( 5.4 ) million, $ 4.4 million, and $( 8.9 ) million, respectively, of Incentive Fees were accrued related to Capital Gains Fees. As of December 31, 2024, December 31, 2023 and December 31, 2022, these accrued Incentive Fees are not contractually payable to the Adviser.

Any waived Incentive Fees are not subject to recoupment by the Adviser.

Since the Company’s IPO, with the exception of its waiver of Management Fees and certain Incentive Fees attributable to the Company’s ownership of certain investments and the Leverage Waiver, the Adviser has not waived its right to receive any Management Fees or Incentive Fees payable pursuant to the Investment Advisory Agreement.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

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.

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Investments at fair value consisted of the following at December 31, 2024 and December 31, 2023:


	December 31, 2024
	Amortized Cost (1)		Fair Value		Net Unrealized Gain (Loss)
First-lien debt investments	$	3,298,006	$	3,302,504	$	4,498
Second-lien debt investments		53,151		19,844		( 33,307	)
Mezzanine debt investments		37,087		39,091		2,004
Equity and other investments		149,409		155,501		6,092
Structured credit investments		1,500		1,472		( 28	)
Total Investments	$	3,539,153	$	3,518,412	$	( 20,741	)


	December 31, 2023
	Amortized Cost (1)		Fair Value		Net Unrealized Gain (Loss)
First-lien debt investments	$	2,956,079	$	2,996,177	$	40,098
Second-lien debt investments		51,423		35,975		( 15,448	)
Mezzanine debt investments		38,022		39,471		1,449
Equity and other investments		152,623		155,600		2,977
Structured credit investments		52,865		55,842		2,977
Total Investments	$	3,251,012	$	3,283,065	$	32,053

(1)

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, 2024 and December 31, 2023 is as follows:


	December 31, 2024			December 31, 2023
Automotive		1.2	%		1.3	%
Business Services		13.3	%		18.0	%
Chemicals		0.9	%		0.8	%
Communications		3.5	%		3.3	%
Education		5.0	%		5.3	%
Electronics		0.8	%	—
Financial Services		8.6	%		11.1	%
Healthcare		7.5	%		8.9	%
Hotel, Gaming and Leisure		7.4	%		3.7	%
Human Resource Support Services		10.2	%		11.2	%
Insurance		0.2	%		0.1	%
Internet Services		16.4	%		15.1	%
Manufacturing		3.5	%		2.5	%
Marketing Services		0.3	%		0.3	%
Office Products		0.4	%		0.5	%
Oil, Gas and Consumable Fuels		2.7	%		4.7	%
Other		1.9	%		2.9	%
Pharmaceuticals		2.9	%	—
Real Estate (1)		0.0	%	—
Retail and Consumer Products		9.7	%		8.2	%
Transportation		3.6	%		2.1	%
Total		100.0	%		100.0	%

(1)

Value sums to less than 0.1 %

F- 36

The geographic composition of investments at fair value at December 31, 2024 and December 31, 2023 is as follows:


	December 31, 2024			December 31, 2023
United States
Midwest		14.3	%		10.7	%
Northeast		21.7	%		25.4	%
South		20.6	%		20.7	%
West		28.8	%		32.0	%
Australia		1.1	%		1.8	%
Canada		3.1	%		4.5	%
Finland (1)		0.0	%		0.0	%
France		0.1	%	—
Germany		1.7	%		0.3	%
Italy		0.6	%	—
Luxembourg	—				0.1	%
Netherlands		0.3	%		0.1	%
Norway		2.8	%		1.5	%
Sweden		0.3	%	—
United Kingdom		4.6	%		2.9	%
Total		100.0	%		100.0	%

(1)

Value sums to less than 0.1 %

5. Derivatives

Interest Rate Swaps

The Company enters 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 tables present the amounts paid and received on the Company’s interest rate swap transactions for the year ended December 31, 2024 and December 31, 2023:


				For the Year Ended December 31, 2024
	Maturity Date	Notional Amount		Paid			Received		Net
Interest rate swap (1)	11/1/2024	$	—	$	( 20,226	)	$	9,881	$	( 10,345	)
Interest rate swap (1)	11/1/2024		—		( 3,449	)		1,647		( 1,802	)
Interest rate swap (1)	11/1/2024		—		( 82	)		169		87
Interest rate swap	8/1/2026		300,000		( 22,448	)		7,500		( 14,948	)
Interest rate swap	8/14/2028		300,000		( 24,956	)		20,850		( 4,106	)
Interest rate swap	3/1/2029		350,000		( 25,540	)		20,187		( 5,353	)
Total		$	950,000	$	( 96,701	)	$	60,234	$	( 36,467	)

(1)

As of December 31, 2024 , these interest rate swaps had either matured or been terminated due to repayment of the underlying
investment or security.

F- 37


				For the Year Ended December 31, 2023
	Maturity Date	Notional Amount		Paid			Received		Net
Interest rate swap (1)	1/22/2023	$	—	$	( 663	)	$	431	$	( 232	)
Interest rate swap	11/1/2024		300,000		( 22,776	)		11,625		( 11,151	)
Interest rate swap	11/1/2024		50,000		( 3,903	)		1,938		( 1,965	)
Interest rate swap	11/1/2024		2,500		( 97	)		191		94
Interest rate swap	8/1/2026		300,000		( 21,745	)		7,479		( 14,266	)
Interest rate swap	8/14/2028		300,000		( 9,306	)		7,587		( 1,719	)
Total		$	952,500	$	( 58,490	)	$	29,251	$	( 29,239	)

(1)

As of December 31, 2023 , these interest rate swaps had either matured or been terminated due to repayment of the underlying investment or security.

For the years ended December 31, 2024 and December 31, 2023 , the Company recognized no net change in unrealized gains or losses and a $ 0.1 million net change in unrealized gains, respectively, on interest rate swaps not designated as hedging instruments in the Consolidated Statement of Operations related to the swap transactions. For the year ended December 31, 2024, the Company recognized a $ 7.6 million net change in gains on interest rate swaps designated as hedging instruments in the Consolidated Statements of Operations. For the year ended December 31, 2023 the Company recognized a $ 23.2 million net change in gains on interest rate swaps designated as hedging instruments in the Consolidated Statements of Operations. For the years ended December 31, 2024 and December 31, 2023 , the Company recognized no net realized gain or loss on interest rate swaps. For the years ended December 31, 2024 and December 31, 2023, this amount is offset by an increase of $ 10.4 million and $ 9.0 million, respectively, for a change in the carrying value of the 2024 Notes, for the years ended December 31, 2024 and December 31, 2023, an increase of $ 8.5 million and $ 9.6 million, respectively, for a change in carrying value of the 2026 Notes and for the years ended December 31, 2024 and December 31, 2023, a decrease of $( 6.1 ) million and an increase of $ 4.7 million, respectively, for a change in carrying value of the 2028 Notes. For the year ended December 31, 2024 this amount is offset by an decrease of $( 5.2 ) million for a change in carrying value of the 2029 Notes.

As of December 31, 2024, the swap transactions had a fair value of $( 24.2 ) million, which is netted against cash collateral of $ 46.6 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 $ 22.4 million. As of December 31, 2023 , the swap transactions had a fair value of $( 31.8 ) million, which is netted against cash collateral of $ 55.8 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, 2023 , the derivatives had a fair value of $ 24.0 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 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 or other counterparties in the future.

F- 38

6. Fair Value of Financial Instruments

Investments

The following tables present fair value measurements of investments as of December 31, 2024 and December 31, 2023:


	Fair Value Hierarchy at December 31, 2024
	Level 1		Level 2			Level 3		Total
First-lien debt investments	$	—	$	14,675		$	3,287,829	$	3,302,504
Second-lien debt investments		—		1,309			18,535		19,844
Mezzanine debt investments		—		—			39,091		39,091
Equity and other investments		3,952		11,963			139,586		155,501
Structured credit investments		—		1,472			—		1,472
Total investments at fair value	$	3,952	$	29,419		$	3,485,041	$	3,518,412
Interest rate swaps		—		( 24,238	)		—		( 24,238	)
Total	$	3,952	$	5,181		$	3,485,041	$	3,494,174


	Fair Value Hierarchy at December 31, 2023
	Level 1		Level 2			Level 3		Total
First-lien debt investments	$	—	$	2,391		$	2,993,786	$	2,996,177
Second-lien debt investments		—		—			35,975		35,975
Mezzanine debt investments		—		606			38,865		39,471
Equity and other investments		5,180		10,089			140,331		155,600
Structured credit investments		—		55,842			—		55,842
Total investments at fair value	$	5,180	$	68,928		$	3,208,957	$	3,283,065
Interest rate swaps		—		( 31,840	)		—		( 31,840	)
Total	$	5,180	$	37,088		$	3,208,957	$	3,251,225

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

The following tables present 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 and December 31, 2023:


	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	$	2,993,786		$	35,975		$	38,865		$	140,331		$	3,208,957
Purchases or originations		1,064,366			2,004			—			10,935			1,077,305
Repayments / redemptions		( 764,592	)		( 3,177	)		( 4,880	)		—			( 772,649	)
Sales Proceeds		( 9,110	)		—			—			( 18,089	)		( 27,199	)
Paid-in-kind interest		23,519			1,255			4,476			315			29,565
Net change in unrealized gains (losses)		( 35,815	)		( 17,656	)		528			1,360			( 51,583	)
Net realized gains (losses)		( 4,371	)		—			—			4,734			363
Net amortization of discount on securities		20,046			134			102			—			20,282
Transfers within Level 3		—			—			—			—			—
Transfers into (out of) Level 3		—			—			—			—			—
Balance, End of Period	$	3,287,829		$	18,535		$	39,091		$	139,586		$	3,485,041

F- 39


	As of and for the Year Ended
	December 31, 2023
	First-lien debt investments			Second-lien debt investments			Mezzanine debt investments			Equity and other investments			Total
Balance, beginning of period	$	2,495,959		$	40,762		$	10,158		$	147,059		$	2,693,938
Purchases or originations		887,495			7,961			30,197			13,709			939,362
Repayments / redemptions		—			—			—			( 11,217	)		( 11,217	)
Sale Proceeds		( 472,044	)		—			( 102	)		—			( 472,146	)
Paid-in-kind interest		15,296			623			2,242			—			18,161
Net change in unrealized gains (losses)		51,240			( 13,467	)		( 1,186	)		( 20,917	)		15,670
Net realized gains (losses)		( 487	)		—			—			8,466			7,979
Net amortization of discount on securities		16,327			96			56			—			16,479
Transfers within Level 3		—			—			( 2,500	)		2,500			—
Transfers into (out of) Level 3		—			—			—			731			731
Balance, End of Period	$	2,993,786		$	35,975		$	38,865		$	140,331		$	3,208,957

Certain of the Company's investment positions in Copper Bidco, LLC were transferred into Level 3 from Level 2 for fair value measurement purposes during the year ended December 31, 2023, as a result of changes in the observability of inputs into the security valuation for this portfolio company.

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, 2024 and December 31, 2023:


	Net Change in Unrealized			Net Change in Unrealized
	Gains or (Losses)			Gains or (Losses)
	for the Year Ended			for the Year Ended
	December 31, 2024 on			December 31, 2023 on
	Investments Held at			Investments Held at
	December 31, 2024			December 31, 2023
First-lien debt investments	$	( 29,217	)	$	55,032
Second-lien debt investments		( 17,656	)		( 13,467	)
Mezzanine debt investments		528			2,060
Equity and other investments		1,360			( 12,834	)
Total	$	( 44,985	)	$	30,791

The following tables present the fair value of Level 3 Investments and the significant unobservable inputs used in the valuations as of December 31, 2024 and December 31, 2023. 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, 2024

         
            Valuation
           
            Unobservable
           
            Range (Weighted
           
            Impact to Valuation
            
            from an

         
            Fair Value
           
            Technique
           
            Input
           
            Average)
           
            Increase to Input

           
            First-lien debt investments

           
             3,287,829

           
            Income approach
           
            (1)

           
            Discount rate

           
            Decrease

           
            Second-lien debt investments

           
             18,535

           
            Income approach
           
            (2)

           
            Discount rate

           
            Decrease

           
            Mezzanine debt investments

           
             39,091

           
            Income approach
           
            (3)

           
            Discount rate

           
            Decrease

           
            Equity and other investments

           
             139,586

           
            Market Multiple
           
            (4)

           
            Comparable multiple

           
            Increase

           
            Total

           
             3,485,041

(1)

Includes $ 199.4 million of debt investments which were valued using an asset valuation waterfall.

(2)

Includes $ 6.0 million of debt investments which were valued using an asset valuation waterfall.

(3)

Includes $ 0.1 million of debt investments which were valued using an asset valuation waterfall.

(4)

Includes $ 13.6 million of equity investments which were valued using an asset valuation waterfall, $ 0.5 million of equity investments using a Black-Scholes model, $ 20.4 million of equity investments using a discounted cash flow analysis.

F- 40

         
            December 31, 2023

         
            Valuation
           
            Unobservable
           
            Range (Weighted
           
            Impact to Valuation
            
            from an

         
            Fair Value
           
            Technique
           
            Input
           
            Average)
           
            Increase to Input

           
            First-lien debt investments

           
             2,993,786

           
            Income approach
           
            (1)

           
            Discount rate

           
            Decrease

           
            Second-lien debt investments

           
             35,975

           
            Income approach
           
            (2)

           
            Discount rate

           
            Decrease

           
            Mezzanine debt investments

           
             38,865

           
            Income approach
           
            (3)

           
            Discount rate

           
            Decrease

           
            Equity and other investments

           
             140,331

           
            Market Multiple
           
            (4)

           
            Comparable multiple

           
            Increase

           
            Total

           
             3,208,957

(1)

Includes $ 63.4 million of debt investments which were valued using an asset valuation waterfall.

(2)

Includes $ 27.2 million of debt investments which were valued using an asset valuation waterfall.

(3)

Includes $ 0.1 million of debt investments which were valued using an asset valuation waterfall.

(4)

Includes $ 6.4 million of equity investments which were valued using an asset valuation waterfall, $ 2.4 million of equity investments using a Black-Scholes model, $ 15.7 million of equity investments using a discounted cash flow analysis and $ 6.2 million of equity investments which, due to the proximity of the transactions relative to the measurement dates, we valued using the cost of the investments.

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.

Financial Instruments Not Carried at Fair Value

Debt

The fair value of the Company’s Revolving Credit Facility, which is categorized as Level 3 within the fair value hierarchy, as of December 31, 2024 and December 31, 2023, approximates its carrying value as the outstanding balance is callable at carrying value.

The following table presents the fair value of the Company’s 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes as of December 31, 2024 and December 31, 2023.


	December 31, 2024				December 31, 2023
	Outstanding Principal		Fair Value (1)		Outstanding Principal		Fair Value (1)
2024 Notes	$	—	$	—	$	347,500	$	340,862
2026 Notes		300,000		287,911		300,000		273,410
2028 Notes		300,000		312,012		300,000		309,420
2029 Notes		350,000		354,338		—		—
Total	$	950,000	$	954,261	$	947,500	$	923,692

(1)

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

The carrying amounts of the Company’s assets and liabilities, other than investments at fair value and the 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes, approximate fair value due to their short maturities or their close proximity of the originations to the measurement date. 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 Revolving Credit Facility, are classified as Level 2.

F- 41

7. Debt

Revolving Credit Facility

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

As of December 31, 2024 , aggregate commitments under the facility were $ 1.7 billion. The facility includes an uncommitted accordion feature that allows the Company, under certain circumstances, to increase the size of the facility to up to $ 2.0 billion.

Pursuant to the Fourteenth Amendment dated June 12, 2023, with respect to $ 1.465 billion in commitments, the revolving period, during which period the Company, subject to certain conditions, may make borrowings under the facility, was extended to June 11, 2027 and the stated maturity date was extended to June 12, 2028 . For the remaining $ 220.0 million of commitments, (A) with respect to $ 50.0 million of commitments, the revolving period ends on February 4, 2025 and the stated maturity is February 4, 2026 and (B) with respect to $ 170.0 million of commitments, the revolving period ends April 24, 2026 and the stated maturity is April 23, 2027 .

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

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

The Revolving Credit Facility also provides for the issuance of letters of credit up to an aggregate amount of $ 75 million. As of December 31, 2024 and December 31, 2023, the Company had $ 21.8 million and $ 0.2 million 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.

Amounts drawn under the Revolving Credit Facility, including amounts drawn in respect of letters of credit, bear interest at either the applicable reference rate plus an applicable credit spread adjustment, plus a margin of either 1.75 % or 1.875 %, or the base rate plus a margin of either 0.75 % or 0.875 %, in each case, based on the total amount of the borrowing base relative to the sum of the total commitments (or, if greater, the total exposure) under the Revolving Credit Facility plus certain other designated secured debt. The Company may elect either the applicable reference rate or base rate at the time of drawdown, and loans may be converted from one rate to another at any time, subject to certain conditions. The Company also pays a fee of 0.375 % on undrawn amounts and, in respect of each undrawn letter of credit, a fee and interest rate equal to the then applicable margin while the letter of credit is outstanding.

The Revolving Credit Facility is guaranteed by Sixth Street SL SPV, LLC, TC Lending, LLC and Sixth Street SL Holding, LLC. The Revolving Credit Facility is secured by a perfected first-priority security interest in substantially all the portfolio investments held by the Company 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 Thirteenth Amendment, the financial covenants require:

•

an asset coverage ratio of no less than 1.5 to 1 on the last day of any fiscal quarter;

•

stockholders’ equity of at least $ 650 million plus 25 % of the net proceeds of the sale of equity interests after April 24, 2024; and

•

a minimum asset coverage ratio of no less than 2 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 plus unsecured senior securities of the Company and its subsidiary guarantors that mature within 90 days of the date of determination (the “Obligor Asset Coverage Ratio”).

F- 42

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.

As of December 31, 2024 and December 31, 2023, the Company was in compliance with the terms of the Revolving Credit Facility.

2022 Convertible Notes

In February 2017, the Company issued in a private offering $ 115.0 million aggregate principal amount convertible notes due August 2022 (the “2022 Convertible Notes”). The 2022 Convertible Notes were issued in a private placement only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2022 Convertible Notes were unsecured, and bore interest at a rate of 4.50 % per year, payable semiannually. In June 2018, the Company issued an additional $ 57.5 million aggregate principal amount of 2022 Convertible Notes. The additional 2022 Convertible Notes were issued with identical terms, and were fungible with and were part of a single series with the previously outstanding $ 115.0 million aggregate principal amount of the Company’s 2022 Convertible Notes issued in February 2017. In connection with the offering of 2022 Convertible Notes in February 2017 and the reopening in June 2018, the Company entered into interest rate swaps to align the interest rates of its liabilities with its investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swaps matched the amount of principal outstanding, and matured on August 1, 2022 , matching the maturity date of the 2022 Convertible Notes.

On August 1, 2022, the 2022 Convertible Notes matured in accordance with the governing indenture. Holders of $ 79.2 million aggregate principal amount of notes provided valid notice of conversion and were subject to the combination settlement method previously elected by the Company, with a specified cash amount (as defined in the indenture governing the 2022 Convertible Notes) of $ 20.00 per $ 1,000 principal amount of the 2022 Convertible Notes and any additional amounts in stock based on the applicable conversion rate as described in the indenture. In accordance with the settlement method, the Company issued a total of 4,360,125 shares of common stock, or $ 77.6 million at the adjusted conversion price per share of $ 17.92 . The remaining balance of the notes that were not converted into newly issued shares of common stock were settled with existing cash resources, including through utilization of the Company’s Revolving Credit Facility. The interest rate swaps associated with the principal amount of the notes outstanding were terminated on the date of maturity of the 2022 Convertible Notes.

2023 Notes

In January 2018, the Company issued $ 150.0 million aggregate principal amount of unsecured notes that matured on January 22, 2023 (the “2023 Notes”). The principal amount of the 2023 Notes was payable at maturity. The 2023 Notes bore interest at a rate of 4.50 % per year, payable semi-annually commencing on July 22, 2018, and were redeemable 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 2023 Notes, net of underwriting discounts and offering costs, were $ 146.9 million. The Company used the net proceeds of the 2023 Notes to repay outstanding indebtedness under the Revolving Credit Facility. The 2023 Notes matured on January 22, 2023 and were fully repaid in cash. The swap transaction associated with the issuance of the 2023 Notes also matured on January 22, 2023.

2024 Notes

In November 2019, we issued $ 300.0 million aggregate principal amount of unsecured notes that matured on November 1, 2024 (the “2024 Notes”). The principal amount of the 2024 Notes was payable at maturity. The 2024 Notes bear interest at a rate of 3.875 % per year, payable semi-annually commencing on May 1, 2020, 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 2024 Notes, net of underwriting discounts, offering costs and original issue discount were $ 292.9 million. We used the net proceeds of the 2024 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

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

During the year ended December 31, 2020, we repurchased on the open market and extinguished $ 2.5 million in aggregate principal amount of the 2024 Notes for $ 2.4 million. These repurchases resulted in a gain on extinguishment of debt of less than $ 0.1 million. This gain is included in the extinguishment of debt in the accompanying Consolidated Statements of Operations.

F- 43

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

2026 Notes

On February 3, 2021, the Company issued $ 300.0 million aggregate principal amount of unsecured notes that mature on August 1, 2026 (the “2026 Notes”). The principal amount of the 2026 Notes is payable at maturity. The 2026 Notes bear interest at a rate of 2.50 % per year, payable semi-annually commencing on August 1, 2021, 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 2026 Notes, net of underwriting discounts and estimated offering costs, were $ 293.7 million. The Company used the net proceeds of the 2026 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2026 Notes, the Company entered into an interest rate swap 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 interest rate swap is $ 300.0 million, which matures on August 1, 2026 , matching the maturity date of the 2026 Notes. As a result of the swap, the Company’s effective interest rate on the 2026 Notes is SOFR plus 2.17 %. The interest expense related to the 2026 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, 2024 and December 31, 2023 the effective hedge interest rate swaps had a fair value of $( 17.6 ) million and $( 26.1 ) million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2026 Notes.

2028 Notes

On August 14, 2023, the Company issued $ 300.0 million aggregate principal amount of unsecured notes that mature on August 14, 2028 (the “2028 Notes”). The principal amount of the 2028 Notes is payable at maturity. The 2028 Notes bear interest at a rate of 6.95 % per year, payable semi-annually commencing on February 14, 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 2028 Notes, net of underwriting discounts, offering costs and original issue discount, were $ 293.9 million. The Company used the net proceeds of the 2028 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2028 Notes, the Company entered into an interest rate swap 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 interest rate swap is $ 300.0 million, which matures on August 14, 2028 , matching the maturity date of the 2028 Notes. As a result of the swap, the Company’s effective interest rate on the 2028 Notes is SOFR plus 2.99 %. The interest expense related to the 2028 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, 2024 and December 31, 2023 the effective hedge interest rate swaps had a fair value of $( 1.4 ) million and $ 4.7 million, respectively, which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2028 Notes.

2029 Notes

On January 8, 2024, the Company issued $ 350.0 million aggregate principal amount of unsecured notes that mature on March 1, 2029 (the “2029 Notes”). The principal amount of the 2029 Notes is payable at maturity. The 2029 Notes bear interest at a rate of 6.125 % per year, payable semi-annually commencing on September 1, 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 $ 341.6 million. The Company used the net proceeds of the 2029 Notes to repay outstanding indebtedness under the Revolving Credit Facility.

In connection with the issuance of the 2029 Notes, the Company entered into an interest rate swap 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 interest rate swap is $ 350.0 million, which matures on March 1, 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 2.44 %. 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, 2024, the effective hedge interest rate swaps had a fair value of $( 5.2 ) million which is offset within interest expense by an equal, but opposite, fair value change for the hedged risk on the 2029 Notes.

F- 44

For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the components of interest expense related to the 2023 Notes, 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes were as follows:


	For the Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Interest expense	$	60,116	$	29,294	$	27,716
Accretion of original issue discount		1,614		899		766
Amortization of deferred financing costs		3,409		2,131		2,408
Total Interest Expense	$	65,139	$	32,324	$	30,890

Total interest expense in the table above does not include the effect of the interest rate swaps related to the 2023 Notes, 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes. During the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the Company received $ 60.2 million, $ 29.5 million, and $ 27.9 million, respectively, and paid $ 96.7 million, $ 58.5 million and $ 31.4 million, respectively, related to the settlements of its interest rate swaps related to the 2023 Notes, 2024 Notes, 2026 Notes, 2028 Notes and 2029 Notes. These net amounts are included in interest expense in the Company’s Consolidated Statements of Operations. Please see Note 5 for further information about the Company’s interest rate swaps.

As of December 31, 2024, the components of the carrying value of the 2026 Notes, 2028 Notes and 2029 Notes and the stated interest rates were as follows:


	December 31, 2024
	2026 Notes			2028 Notes			2029 Notes
Principal amount of debt	$	300,000		$	300,000		$	350,000
Original issue discount, net of accretion		( 666	)		( 1,357	)		( 2,819	)
Deferred financing costs		( 1,182	)		( 3,127	)		( 4,093	)
Fair value of an effective hedge		( 17,618	)		( 1,377	)		( 5,243	)
Carrying value of debt	$	280,534		$	294,139		$	337,845
Stated interest rate		2.50	%		6.95	%		6.13	%

As of December 31, 2023, the components of the carrying value of the 2024 Notes, 2026 Notes and 2028 Notes and the stated interest rates were as follows:


	December 31, 2023
	2024 Notes			2026 Notes			2028 Notes
Principal amount of debt	$	347,500		$	300,000		$	300,000
Original issue discount, net of accretion		( 335	)		( 1,072	)		( 1,675	)
Deferred financing costs		( 852	)		( 1,932	)		( 3,994	)
Fair value of an effective hedge		( 10,409	)		( 26,111	)		4,680
Carrying value of debt	$	335,904		$	270,885		$	299,011
Stated interest rate		3.88	%		2.50	%		6.95	%

The stated interest rate in the table above does not include the effect of the interest rate swaps. As of December 31, 2024 , the Company's swap-adjusted interest rate on the 2026 Notes, 2028 Notes and 2029 Notes was SOFR plus 2.17 %, 2.99 % and 2.44 %, respectively. As of December 31, 2023 , the Company's swap-adjusted interest rate on the 2024 Notes, 2026 Notes and 2028 Notes was SOFR plus 2.54 % (on a weighted average basis), 2.17 %, and 2.99 %, respectively.

As of December 31, 2024, the Company was in compliance with the terms of the indentures governing the 2026 Notes, 2028 Notes and 2029 Notes. As of December 31, 2023, the Company was in compliance with the terms of the indentures governing the 2024 Notes, 2026 Notes and 2028 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, 2024 and December 31, 2023, the Company’s asset coverage was 182.5 % and 181.6 % respectively.

F- 45

Debt obligations consisted of the following as of December 31, 2024 and December 31, 2023:


	December 31, 2024
	Aggregate Principal Amount Committed		Outstanding Principal		Amount Available (1)		Carrying Value (2)(3)
Revolving Credit Facility	$	1,700,000	$	1,004,058	$	674,190	$	988,624
2026 Notes		300,000		300,000		—		280,534
2028 Notes		300,000		300,000		—		294,139
2029 Notes		350,000		350,000		—		337,845
Total Debt	$	2,650,000	$	1,954,058	$	674,190	$	1,901,142

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2026 Notes, 2028 Notes and 2029 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $ 15.4 million, $ 1.8 million, $ 4.5 million and $ 6.9 million, respectively.

(3)

The carrying values of the 2026 Notes, 2028 Notes and 2029 Notes are presented inclusive of an incremental $( 17.6 ) million, $( 1.4 ) million and $( 5.2 ) million, respectively, which represents an adjustment in the carrying values of the 2026 Notes, 2028 Notes and 2029 Notes, each resulting from a hedge accounting relationship.


	December 31, 2023
	Aggregate Principal Amount Committed		Outstanding Principal		Amount Available (1)		Carrying Value (2)(3)
Revolving Credit Facility	$	1,710,000	$	889,659	$	820,160	$	874,507
2024 Notes		347,500		347,500		—		335,904
2026 Notes		300,000		300,000		—		270,885
2028 Notes		300,000		300,000		—		299,011
Total Debt	$	2,657,500	$	1,837,159	$	820,160	$	1,780,307

(1)

The amount available may be subject to limitations related to the borrowing base under the Revolving Credit Facility and asset coverage requirements.

(2)

The carrying values of the Revolving Credit Facility, 2024 Notes, 2026 Notes and 2028 Notes are presented net of the combination of deferred financing costs and original issue discounts totaling $ 15.2 million, $ 1.2 million, $ 3.0 million and $ 5.7 million, respectively.

(3)

The carrying values of the 2024 Notes, 2026 Notes and 2028 Notes are presented inclusive of an incremental $( 10.4 ) million, $( 26.1 ) million and $ 4.7 million, respectively, which represents an adjustment in the carrying values of the 2024 Notes, 2026 Notes and 2028 Notes, each resulting from a hedge accounting relationship.

For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, the components of interest expense were as follows:


	Year Ended			Year Ended			Year Ended
	December 31, 2024			December 31, 2023			December 31, 2022
Interest expense	$	105,155		$	95,496		$	49,897
Commitment fees		4,006			2,852			4,075
Amortization of deferred financing costs		6,903			5,245			5,683
Accretion of original issue discount		1,614			899			766
Swap settlement		36,467			29,239			2,570
Total Interest Expense	$	154,145		$	133,731		$	62,991
Average debt outstanding (in millions)	$	1,882.7		$	1,705.6		$	1,342.0
Weighted average interest rate		7.5	%		7.3	%		3.9	%

F- 46

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, 2024 and December 31, 2023, the Company had the following commitments to fund investments in current portfolio companies:

F- 47


	December 31, 2024		December 31, 2023
Alaska Bidco Oy - Delayed Draw & Revolver	$	217	$	231
Alpha Midco, Inc. - Delayed Draw & Revolver		452		470
American Achievement, Corp. - Revolver		2,403		2,403
Apellis Pharmaceuticals, Inc. - Delayed Draw		5,263		—
Aptean, Inc. - Delayed Draw & Revolver		1,126		—
Arrow Buyer, Inc. - Delayed Draw		5,479		7,644
Arrowhead Pharmaceuticals, Inc. - Delayed Draw		31,961		—
Artisan Bidco, Inc. - Revolver		5,717		5,716
ASG II, LLC - Delayed Draw		—		3,391
Avalara, Inc. - Revolver		3,864		3,863
AVSC Holding Corp. - Revolver		4,833		—
Axonify, Inc. - Delayed Draw		694		3,506
Azurite Intermediate Holdings, Inc. - Revolver & Equity		5,575		—
Babylon Finco Limited - Delayed Draw		287		—
Banyan Software Holdings, LLC - Delayed Draw		3,898		10,036
Bayshore Intermediate #2, L.P. - Revolver		3,635		1,918
BCTO Ace Purchaser, Inc. - Delayed Draw & Revolver		324		461
BCTO Bluebill Buyer, Inc. - Delayed Draw		4,144		5,110
Bear OpCo, LLC - Delayed Draw		—		1,183
Ben Nevis Midco Limited - Delayed Draw		1,365		—
BlueSnap, Inc. - Delayed Draw & Revolver		5,069		2,500
BTRS Holdings, Inc. - Delayed Draw & Revolver		3,029		5,563
Cirrus (Bidco) Ltd - Delayed Draw		417		—
Cordance Operations, LLC - Delayed Draw & Revolver		6,719		1,956
Coupa Holdings, LLC - Delayed Draw & Revolver		6,809		6,809
Crewline Buyer, Inc. - Revolver & Equity		6,148		6,148
Disco Parent, Inc. - Revolver		455		455
Dye & Durham Corp. - Revolver		—		1,236
EDB Parent, LLC - Delayed Draw		5,127		11,492
Edge Bidco B.V. - Delayed Draw & Revolver		993		1,060
Elysian Finco Ltd. - Delayed Draw & Revolver		1,881		4,704
Elysium BidCo Limited - Revolver		2,493		—
Employment Hero Holdings Pty Ltd. - Delayed Draw & Revolver		1,857		8,871
EMS Linq, Inc. - Revolver		4,568		8,784
Erling Lux Bidco SARL - Delayed Draw & Revolver		2,772		3,184
Eventus Buyer, LLC - Delayed Draw & Revolver		10,033		—
ExtraHop Networks, Inc. - Delayed Draw & Revolver		3,384		9,803
Flight Intermediate HoldCo, Inc. - Delayed Draw		37,860		—
ForeScout Technologies, Inc. - Delayed Draw & Revolver		800		3,425
Fullsteam Operations, LLC - Delayed Draw & Revolver		8,885		11,246
Galileo Parent, Inc. - Revolver		5,481		6,779
Greenshoot Bidco B.V. - Revolver		407		—
Heritage Environmental Services, Inc. - Delayed Draw & Revolver		2,521		—
Hippo XPA Bidco AB - Delayed Draw & Revolver		1,697		—
HireVue, Inc. - Revolver		2,509		6,887
Hornetsecurity Holding GmbH - Delayed Draw & Revolver		—		2,113
Ibis Intermediate Co. - Delayed Draw		—		6,338
IRGSE Holding Corp. - Revolver		528		878
Kangaroo Bidco AS - Delayed Draw		4,375		9,418
Kryptona BidCo US, LLC - Revolver		2,165		—
Kyriba Corp. - Revolver		—		2,488
Laramie Energy, LLC - Delayed Draw		—		7,683
LeanTaaS Holdings, Inc. - Delayed Draw		18,844		38,034
Lucidworks, Inc. - Delayed Draw		—		833
Lynx BidCo - Delayed Draw & Revolver		891		—

F- 48


Marcura Equities LTD - Delayed Draw & Revolver		9,133		11,667
Merit Software Finance Holdings, LLC - Delayed Draw & Revolver		11,786		—
Netwrix Corp. - Delayed Draw & Revolver		—		13,056
OutSystems Luxco SARL - Delayed Draw		—		2,212
Passport Labs, Inc. - Revolver		—		2,778
PDI TA Holdings, Inc. - Delayed Draw & Revolver		3,286		—
Ping Identity Holding Corp. - Revolver		—		2,273
PrimePay Intermediate, LLC - Delayed Draw		4,000		—
PrimeRevenue, Inc. - Revolver		6,250		6,250
Project44, Inc. - Delayed Draw		—		19,861
QSR Acquisition Co. - Delayed Draw		15,000		—
Rapid Data GmbH Unternehmensberatung - Delayed Draw & Revolver		1,425		6,254
Raptor US Buyer II Corp. - Revolver		682		—
ReliaQuest Holdings, LLC - Delayed Draw & Equity		—		4,424
Sapphire Software Buyer, Inc. - Revolver		3,243		—
Scorpio Bidco - Delayed Draw		506		—
Severin Acquisition, LLC - Delayed Draw & Revolver		5,039		—
Shiftmove GmbH - Delayed Draw		13,591		—
Sky Bidco S.p.A. - Delayed Draw		3,627		—
SkyLark UK DebtCo Limited - Delayed Draw		6,946		7,071
SL Buyer Corp. - Delayed Draw		11,234		13,175
SMA Technologies Holdings, LLC - Revolver		1,009		—
Sport Alliance GmbH - Revolver		647		—
Tango Management Consulting, LLC - Delayed Draw & Revolver		1,479		11,043
TradingScreen, Inc. - Revolver		768		—
TRP Assets, LLC - Delayed Draw		10,166		1,000
Truck-Lite Co., LLC - Delayed Draw & Revolver		8,743		—
USA Debusk LLC - Delayed Draw & Revolver		2,809		—
Varinem German Bidco GmbH - Delayed Draw		3,553		—
Wrangler Topco, LLC - Delayed Draw & Revolver		1,433		424
Total Portfolio Company Commitments (1)(2)	$	356,309	$	316,107

(1)

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.

(2)

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, 2024 and December 31, 2023 , 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, 2024 and December 31, 2023 , management is not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.

9. Net Assets

On August 1, 2022, the Company issued a total of 4,360,125 shares of common stock, or $ 77.6 million as settlement for the conversion of $ 79.2 million principal amount of the 2022 Convertible Notes.

On May 15, 2023, the Company issued a total of 4,500,000 shares of common stock at $ 17.33 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $ 77.6 million. Subsequent to the offering, the Company issued an additional 675,000 shares on June 12, 2023 pursuant to the overallotment option granted to underwriters and received, net of underwriting fees, additional total cash proceeds of $ 11.7 million.

F- 49

On March 5, 2024, the Company issued a total of 4,000,000 shares of common stock at $ 20.52 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $ 81.5 million. Subsequent to the offering, the Company issued an additional 600,000 shares on April 1, 2024 pursuant to the overallotment option granted to underwriters and received, net of offering and underwriting fees, additional total cash proceeds of $ 11.9 million.

The Company has a dividend reinvestment plan, whereby the Company may buy shares of its common stock in the open market or issue new shares in order to satisfy dividend reinvestment requests. The number of shares to be issued to a stockholder is determined by dividing the total dollar amount of the cash dividend or distribution payable to a stockholder by the market price per share of the Company’s common stock at the close of regular trading on the NYSE on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market 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 market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). Shares purchased in open market transactions by the plan administrator will be allocated to a stockholder based on the average purchase price, excluding any brokerage charges or other charges, of all shares of common stock purchased in the open market.

Pursuant to the Company’s dividend reinvestment plan, the following tables summarize the shares issued to stockholders who have not opted out of the Company’s dividend reinvestment plan during the years ended December 31, 2024 and December 31, 2023. All shares issued to stockholders in the tables below are newly issued shares.


	For the Year Ended
	December 31, 2024
			Date
Date Declared	Dividend (1)	Record Date	Shares Issued	Shares Issued
February 15, 2024	Supplemental	February 29, 2024	March 20, 2024		36,749
February 15, 2024	Base	March 15, 2024	March 28, 2024		255,308
May 1, 2024	Supplemental	May 31, 2024	June 20, 2024		34,318
May 1, 2024	Base	June 14, 2024	June 28, 2024		261,331
July 31, 2024	Supplemental	August 30, 2024	September 20, 2024		33,887
July 31, 2024	Base	September 16, 2024	September 30, 2024		266,529
November 5, 2024	Supplemental	November 29, 2024	December 20, 2024		28,498
November 5, 2024	Base	December 16, 2024	December 31, 2024		315,317
Total Shares Issued					1,231,937


	For the Year Ended
	December 31, 2023
			Date
Date Declared	Dividend (1)	Record Date	Shares Issued	Shares Issued
February 16, 2023	Supplemental	February 28, 2023	March 20, 2023		61,590
February 16, 2023	Base	March 15, 2023	March 31, 2023		300,988
May 8, 2023	Supplemental	May 31, 2023	June 20, 2023		23,686
May 8, 2023	Base	June 15, 2023	June 30, 2023		290,680
August 3, 2023	Supplemental	August 31, 2023	September 20, 2023		35,504
August 3, 2023	Base	September 15, 2023	September 29, 2023		269,763
November 2, 2023	Supplemental	November 30, 2023	December 20, 2023		32,157
November 2, 2023	Base	December 15, 2023	December 29, 2023		250,844
Total Shares Issued					1,265,212

(1)

See Note 11 for further information on base, supplemental and special dividends.

During the year ended December 31, 2024 and December 31, 2023, we issued 1,231,937 and 1,265,212 shares of the Company's common stock, respectively, to investors who have not opted out of the Company's dividend reinvestment plan for proceeds of $ 24.7 million and $ 23.5 million, respectively.

On August 4, 2015, the Company's Board authorized the Company to acquire up to $ 50 million in aggregate of the Company’s common stock from time to time over an initial six month period, and has continued to authorize the refreshment of the $ 50 million amount authorized under and extension of the stock repurchase program prior to its expiration since that time, most recently as of May 1, 2024 . The amount and timing of stock repurchases under the program may vary depending on market conditions, and no assurance can be given that any particular amount of common stock will be repurchased.

F- 50

No shares were repurchased during the years ended December 31, 2024 and December 31, 2023 .

10. Earnings per share

The following table sets forth the computation of basic and diluted earnings per common share:


	Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Increase in net assets resulting from operations	$	186,566	$	222,023	$	108,053
Weighted average shares of common stock outstanding—basic and diluted		92,035,165		85,131,264		78,197,826
Earnings per common share—basic and diluted	$	2.03	$	2.61	$	1.38

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 tables summarize dividends declared during the years ended December 31, 2024, December 31, 2023 and December 31, 2022:


	For the Year Ended
	December 31, 2024
Date Declared	Dividend	Record Date	Payment Date	Dividend per Share
February 15, 2024	Supplemental	February 29, 2024	March 20, 2024	$	0.08
February 15, 2024	Base	March 15, 2024	March 28, 2024		0.46
May 1, 2024	Supplemental	May 31, 2024	June 20, 2024		0.06
May 1, 2024	Base	June 14, 2024	June 28, 2024		0.46
July 31, 2024	Supplemental	August 30, 2024	September 20, 2024		0.06
July 31, 2024	Base	September 16, 2024	September 30, 2024		0.46
November 5, 2024	Supplemental	November 29, 2024	December 20, 2024		0.05
November 5, 2024	Base	December 16, 2024	December 31, 2024		0.46
Total Dividends Declared				$	2.09


	For the Year Ended
	December 31, 2023
Date Declared	Dividend	Record Date	Payment Date	Dividend per Share
February 16, 2023	Supplemental	February 28, 2023	March 20, 2023	$	0.09
February 16, 2023	Base	March 15, 2023	March 31, 2023		0.46
May 8, 2023	Supplemental	May 31, 2023	June 20, 2023		0.04
May 8, 2023	Base	June 15, 2023	June 30, 2023		0.46
August 3, 2023	Supplemental	August 31, 2023	September 20, 2023		0.06
August 3, 2023	Base	September 15, 2023	September 29, 2023		0.46
November 2, 2023	Supplemental	November 30, 2023	December 20, 2023		0.07
November 2, 2023	Base	December 15, 2023	December 29, 2023		0.46
Total Dividends Declared				$	2.10

F- 51


	Year Ended
	December 31, 2022
Date Declared	Dividend	Record Date	Payment Date	Dividend per Share
February 17, 2022	Supplemental	February 28, 2022	March 31, 2022	$	0.11
February 17, 2022	Base	March 15, 2022	April 18, 2022		0.41
May 3, 2022	Supplemental	May 31, 2022	June 30, 2022		0.04
May 3, 2022	Base	June 15, 2022	July 15, 2022		0.41
August 2, 2022	Base	September 15, 2022	September 30, 2022		0.42
November 1, 2022	Base	December 15, 2022	December 30, 2022		0.45
Total Dividends Declared				$	1.84

The dividends declared during the years ended December 31, 2024, December 31, 2023 and December 31, 2022 were derived from net investment income and long-term capital gains, determined on a tax basis.

12. Income Taxes

The tax character of shareholder distributions attributable to the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022 were as follows:


	Year Ended		Year Ended		Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
Ordinary Income (1)	$	186,880	$	151,336	$	124,760
Long Term Capital Gains		6,563		28,630		19,562
Total	$	193,443	$	179,966	$	144,322

(1)

For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, 86.81 %, 87.01 % and 87.86 % of ordinary income qualified as interest related dividend which is exempt from U.S. withholding tax applicable to non-U.S. shareholders.

The tax basis components of distributable earnings for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 were as follows:


	Year Ended			Year Ended			Year Ended
	December 31, 2024			December 31, 2023			December 31, 2022
Undistributed net investment income - tax basis	$	105,332		$	85,002		$	36,436
Undistributed net realized gains (losses) - tax basis		10,903			6,562			26,377
Net unrealized gains (losses) on investments		( 9,540	)		23,675			3,823
Other temporary differences		( 8,987	)		( 14,463	)		( 10,180	)
Total distributable earnings - book basis	$	97,708		$	100,776		$	56,456

The following reconciles increase in net assets resulting from operations for the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022, to taxable income at December 31, 2024, December 31, 2023 and December 31, 2022:


	Year Ended			Year Ended			Year Ended
	December 31, 2024			December 31, 2023			December 31, 2022
Increase in net assets resulting from operations	$	186,566		$	222,023		$	108,053
Adjustments:
Net unrealized (gains) losses on investments		42,024			( 13,191	)		74,969
Other income for tax purposes, not book		( 1,815	)		2,680			688
Deferred organization costs		( 100	)		( 100	)		( 100	)
Other expenses not currently deductible		3,809			2,263			2,621
Other book-tax differences		( 12,365	)		( 4,959	)		( 11,123	)
Taxable Income	$	218,119		$	208,716		$	175,108

Note: Taxable income is an estimate and is not fully determined until the Company’s tax return is filed. The Company's tax year changed from March 31 to December 31 during calendar year 2024.

F- 52

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 stockholders’ 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. In addition, due to the Company’s differing fiscal, tax, and excise tax year ends, the best estimates available are recorded to the above accounts in the period that such differences arise or are identifiable.

During the period January 1, 2024 through December 31, 2024 , the Company increased distributable earnings and decreased additional paid in capital by $ 3.8 million which was primarily attributable to U.S. federal excise taxes.

During the period April 1, 2023 through December 31, 2023, the Company increased distributable earnings and decreased additional paid in capital by $ 1.9 million which was primarily attributable to U.S. federal excise taxes.

During the period April 1, 2022 through December 31, 2022, the Company increased distributable earnings and decreased additional paid in capital by $ 2.3 million which was primarily attributable to U.S. federal excise taxes.

The Company’s wholly-owned subsidiary, Sixth Street SL Holding, LLC, is a taxable subsidiary in which the Company holds certain equity investments. Sixth Street SL Holding, 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.

As of December 31, 2024 , the Company had a deferred tax liability of $ 5.2 million pertaining to net unrealized gains, related to eight of its investments. Given the unrealized gains generated by this entity, the deferred tax liability has been offset by a deferred tax asset of $ 0.6 million pertaining to operating losses. The Company recorded a current tax expense of $ 0.2 million and a deferred tax expense of $ 2.6 million for the year ended December 31, 2024.

As of December 31, 2023 , the Company had a deferred tax liability of $ 2.8 million pertaining to net unrealized gains, related to seven of its investments. Given the unrealized gains generated by this entity, the deferred tax liability has been offset by a deferred tax asset of $ 0.9 million pertaining to operating losses. The Company recorded a current tax expense of $ 0.1 million and a deferred tax benefit of $ 0.6 million for the year ended December 31, 2023.

As of December 31, 2022, the Company had a deferred tax liability of $ 3.3 million pertaining to net unrealized gains, related to five of its investments. Given the unrealized gains generated by this entity, the deferred tax liability has been offset by a deferred tax asset of $ 0.8 million pertaining to operating losses. The Company recorded a current tax expense of $ 0.1 million and a deferred tax expense of $ 0.6 million for the year ended December 31, 2022.

The tax cost of the Company’s investments as of December 31, 2024 was $ 3,535,963 , resulting in estimated gross unrealized gains and losses of $ 207,435 and $ 216,975 , respectively. The tax cost of the Company’s investments as of December 31, 2023 was $ 3,256,630 , resulting in estimated gross unrealized gains and losses of $ 159,281 and $ 135,606 , respectively. The tax cost of the Company’s investments as of December 31, 2022 was $ 2,787,005 , resulting in estimated gross unrealized gains and losses of $ 109,609 and $ 105,786 , 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, 2024, December 31, 2023 and December 31, 2022, a net expense of $ 3.8 million, $ 2.3 million and $ 2.2 million, respectively, was recorded for U.S. federal excise tax.

F- 53

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 stock outstanding during the years ended December 31, 2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, and 2015:


	For the Years Ended December 31,
	2024			2023			2022			2021			2020			2019			2018			2017			2016			2015
Per Share Data (7)(8)
Net asset value, beginning of period	$	17.04		$	16.48		$	16.84		$	17.16		$	16.83		$	16.25		$	16.09		$	15.95		$	15.15		$	15.53

Net investment income (1)		2.39			2.31			2.13			1.97			2.19			1.94			2.25			2.00			1.83			1.76
Net realized and unrealized gains (losses) (1)		( 0.36	)		0.30			( 0.75	)		0.96			0.46			0.40			( 0.39	)		( 0.14	)		0.51			( 0.58	)
Total from operations		2.03			2.61			1.38			2.93			2.65			2.34			1.86			1.86			2.34			1.18
Issuance of common stock, net of offering costs (2)		0.18			0.05			0.04			0.31			0.01			0.04			0.08			0.03			0.03			—
Settlement of 2022 Convertible Notes (2)		—			—			0.08			0.03			—			—			—			—			—			—
Repurchase of common stock (2)		—			—			( 0.02	)		—			0.01			—			—			—			—			—
Repurchase of debt (2)		—			—			—			—			( 0.01	)		—			—			—			—			—
Dividends declared from net investment income (2)		( 2.09	)		( 2.10	)		( 1.59	)		( 2.80	)		( 2.07	)		( 1.81	)		( 1.77	)		( 1.53	)		( 1.39	)		( 1.15	)
Dividends declared from realized gains (2)		—			—			( 0.25	)		( 0.79	)		( 0.23	)		—			( 0.01	)		( 0.22	)		( 0.17	)		( 0.41	)
Total increase/(decrease) in net assets		0.12			0.56			( 0.36	)		( 0.32	)		0.33			0.58			0.16			0.14			0.81			( 0.38	)
Net Asset Value, End of Period	$	17.16		$	17.04		$	16.48		$	16.84		$	17.16		$	16.83		$	16.25		$	16.09		$	15.95		$	15.15
Per share market value at end of period	$	21.30		$	21.60		$	17.80		$	23.39		$	20.75		$	21.47		$	18.09		$	19.80		$	18.68		$	16.22
Total return based on market value with reinvestment of dividends (3)		9.33	%		35.68	%	( 15.78 )%				32.80	%		11.24	%		30.57	%		4.24	%		15.75	%		26.74	%		5.75	%
Total return based on market value (4)		8.29	%		33.14	%	( 16.03 )%				30.02	%		7.36	%		28.69	%		0.35	%		15.36	%		24.78	%		5.71	%
Total return based on net asset value (5)		12.98	%		16.09	%		8.79	%		19.06	%		15.63	%		14.71	%		12.06	%		11.87	%		15.54	%		7.62	%
Shares Outstanding, End of Period		93,661,436			87,829,499			81,389,287			75,771,542			67,684,209			66,524,591			65,412,817			60,247,201			59,716,205			54,163,960
Ratios / Supplemental Data (6)
Ratio of net expenses to average net assets		16.65	%		16.92	%		11.05	%		11.17	%		11.10	%		11.27	%		11.32	%		9.41	%		9.39	%		9.31	%
Ratio of net investment income to average net assets		13.96	%		13.75	%		12.85	%		11.67	%		13.26	%		11.73	%		13.80	%		12.49	%		11.84	%		11.35	%
Portfolio turnover		24.44	%		16.92	%		26.67	%		44.23	%		41.88	%		30.89	%		44.57	%		58.08	%		37.40	%		34.51	%
Net assets, end of period	$	1,607,529		$	1,496,375		$	1,341,569		$	1,275,848		$	1,161,315		$	1,119,297		$	1,063,202		$	969,284		$	952,212		$	820,741

(1)

The per share data was derived by using the weighted average shares outstanding during the period.

(2)

The per share data was derived by using the actual shares outstanding at the date of the relevant transactions.

(3)

Total return based on market value with dividends reinvested is calculated as the change in market value per share during the period plus declared dividends per share, assuming reinvestment of dividends, divided by the beginning market value per share.

(4)

Total return based on market value is calculated as the change in market value per share during the period plus declared dividends per share, divided by the beginning market value per share.

(5)

Total return based on net asset value is calculated as the change in net asset value per share during the period plus declared dividends per share, divided by the beginning net asset value per share.

(6)

The ratios reflect an annualized amount.

(7)

The ratio of net expenses to average net assets in the table above reflects the Adviser’s waivers of its right to receive a portion of the Management Fee pursuant to the Leverage Waiver for the year ended December 31, 2024. Excluding the effects of the waivers, the ratio of net expenses to average net assets would have been 16.75 % and 17.00 % for the years ended December 31, 2024 and December 31, 2023 . The ratio of net expenses to average net assets in the table above reflects the Adviser’s waivers of its right to receive a portion of the Management Fee pursuant to the Leverage Waiver for the years ended December 31, 2023 and 2022 and the Adviser’s waivers of its right to receive a portion of the Management and Incentive Fees with respect to the Company’s ownership of shares of common stock of Oxford Square Capital Corp. and Triangle Capital Corp. for the year ended December 31, 2018. Excluding the effects of the waivers, the ratio of net expenses to average net assets would have been 11.08 %, 11.19 % and 11.33 % for the years ended December 31, 2022, 2021 and 2018, respectively. The Adviser did no t waive any Management Fees or Incentive Fees for the years ended December 31, 2020 and 2019. Excluding the effects of the waivers, the ratio of net expenses to average net assets would have been 9.42 %, 9.43 % and 9.33 % for the years ended December 31, 2017, 2016 and 2015, respectively.

(8)

Table may not sum due to rounding.

F- 54

14. Selected Quarterly Financial Data (Unaudited)


	2024
	Q4			Q3			Q2			Q1
Investment Income	$	123,704		$	119,223		$	121,816		$	117,783
Net Expenses (1)	$	64,949		$	63,599		$	65,446		$	64,571
Net Investment Income	$	57,585		$	54,926		$	55,144		$	52,362
Total unrealized and realized gains (losses)	$	( 6,594	)	$	( 14,271	)	$	( 7,742	)	$	( 4,844	)
Increase in Net Assets Resulting from Operations	$	50,992		$	40,655		$	47,401		$	47,518
Net Asset Value per Share as of the End of the Quarter	$	17.16		$	17.12		$	17.19		$	17.17


	2023
	Q4			Q3		Q2		Q1
Investment Income	$	119,542		$	114,435	$	107,605	$	96,505
Net Expenses (1)	$	64,269		$	63,980	$	57,919	$	53,155
Net Investment Income	$	54,684		$	49,994	$	48,784	$	42,937
Total unrealized and realized gains (losses)	$	( 3,523	)	$	14,826	$	4,306	$	10,015
Increase in Net Assets Resulting from Operations	$	51,161		$	64,820	$	53,090	$	52,952
Net Asset Value per Share as of the End of the Quarter	$	17.04		$	16.97	$	16.74	$	16.59


	2022
	Q4			Q3			Q2			Q1
Investment Income	$	100,149		$	77,839		$	63,888		$	67,429
Net Expenses (1)	$	47,536		$	40,659		$	23,066		$	31,717
Net Investment Income	$	52,613		$	37,180		$	40,822		$	35,712
Total unrealized and realized gains (losses)	$	( 6,351	)	$	( 2,749	)	$	( 54,347	)	$	5,173
Increase in Net Assets Resulting from Operations	$	46,262		$	34,431		$	( 13,525	)	$	40,885
Net Asset Value per Share as of the End of the Quarter	$	16.48		$	16.36		$	16.27		$	16.88

(1)

Net expenses include income taxes, including excise taxes.

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 year ended December 31, 2024 .

F- 55

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, 2024.

Attestation Report of the Independent Registered Public Accounting Firm. Our independent registered public accounting firm, KPMG LLP, has issued an audit report on the effectiveness of our internal control over financial reporting, which is set forth under the heading “Report of Independent Registered Public Accounting Firm” on page F-2.

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

Not Applicable.

P ART III

I TEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Except for the information regarding the SOX Code of Business Conduct and Ethics (which is set forth below), information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders. The Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year covered by this Form 10-K pursuant to Regulation 14A under the Exchange Act.

Our SOX Code of Business Conduct and Ethics may be found at http://www.sixthstreetspecialtylending.com in the “Investor Resources” section of our website. We intend to disclose any substantive amendments to or waivers of required provisions of the SOX Code of Business Conduct and Ethics on our website.

I TEM 11. EXECUTIVE COMPENSATION

Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.

I TEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.

I TEM 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE

Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.

I TEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information in response to this item is incorporated by reference from our Proxy Statement relating to our 2025 annual meeting of stockholders.

P ART IV

I TEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this Annual Report:

(1)

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.

(2)

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.

(3)

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.


Exhibit No		Description of Exhibits

3.1		Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on June 19, 2020).

3.2		Second Amended and Restated Bylaws dated July 10, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on July 17, 2023) .

4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on March 22, 2012).

4.2		Third Supplemental Indenture, dated as of February 3, 2021, between Sixth Street Specialty Lending, Inc. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 3, 2021).

4.3		Form of 2.500% Note (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 3, 2021).

4.4		Fourth Supplemental Indenture, dated as of August 14, 2023, between Sixth Street Specialty Lending, Inc. and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 14, 2023).
4.5		Form of 6.950% Note Due 2028 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 14, 2023).

4.6		Indenture, dated as of January 16, 2024, between Sixth Street Specialty Lending, Inc. 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 January 16, 2024).

4.7		First Supplemental Indenture, dated as of January 16, 2024, between Sixth Street Specialty Lending, Inc. 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 16, 2024).

4.8		Form of 6.125% Note Due 2029 (included in Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 16, 2024).

4.9		Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed on February 15, 2024).

10.1		Form of Indemnification Agreement between the Company and certain officers and directors (incorporated by reference to Exhibit 10.3 to Amendment No. 1 to the Company’s Registration Statement on Form 10 filed on March 14, 2011).


Exhibit No		Description of Exhibits

10.2		Amended and Restated Investment Advisory and Management Agreement, dated December 12, 2011, between the Company and the Adviser (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2011).

10.3		Custodian Agreement dated November 29, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 4, 2012).

10.4		Second Amended and Restated Senior Secured Credit Agreement, dated February 27, 2014, among TPG Specialty Lending, Inc., as Borrower, the Lenders Party Hereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on March 4, 2014).

10.5		Dividend Reinvestment Plan of TPG Specialty Lending, Inc. (incorporated by reference to Exhibit (e) to Pre-Effective Amendment No. 4 to the Company’s Registration Statement on Form N-2 filed on March 17, 2014).

10.6		Form of Increase Letter pursuant to the Second Amended and Restated Senior Secured Credit Agreement, dated February 27, 2014, among TPG Specialty Lending, Inc., as Borrower, the Lenders Party Hereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent, and JPMorgan Chase Bank, N.A., as Syndication Agent (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Annual Report on Form 10-Q filed on August 4, 2014).

10.7		First Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated June 3, 2014, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2014).

10.8		Second Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated June 27, 2014, among TPG Specialty Lending, Inc., as Borrower, Morgan Stanley Bank, N.A., as a Lender, and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 4, 2014).

10.9		Third Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated October 17, 2014, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2014).

10.10		Second Amended and Restated Credit and Security Agreement, dated as of March 27, 2015, among TPG SL SPV, LLC, as Borrower, the Lenders from time to time parties thereto, Natixis, New York Branch, as Facility Agent and State Street Bank and Trust Company, as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 30, 2015).

10.11		Fourth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated October 2, 2015, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 3, 2015).

10.12		Fifth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated December 22, 2016, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed on February 22, 2017).

10.13		Amended and Restated Administration Agreement, dated as of February 22, 2017 between the Company and the Adviser (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on February 22, 2017).

10.14		Sixth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated February 20, 2018, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on February 21, 2018).

10.15		Seventh Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of November 5, 2018, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on November 6, 2018).


Exhibit No		Description of Exhibits

10.16		Eighth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 14, 2019, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent. (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on February 20, 2019).

10.17		Ninth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of January 31, 2020, among TPG Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent. (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on February 19, 2020).

10.18		Tenth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 5, 2021, among Sixth Street Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on February 17, 2021).

10.19		Eleventh Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 21, 2021, among Sixth Street Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on February 17, 2022).

10.20		Twelfth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 25, 2022, among Sixth Street Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 5, 2022).

10.21		Thirteenth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of Ma y 19, 2022, among Sixth Street Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 2, 2022).

10.22		Fourteenth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of June 12, 2023, among Sixth Street Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2023).

10.23		Fifteenth Amendment to Second Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 24, 2024, among Sixth Street Specialty Lending, Inc., as Borrower, the Lenders party thereto and Truist Bank (as successor by merger to SunTrust Bank), as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on July 31, 2024).

19.1		Sixth Street Specialty Lending, Inc.’s Statement of Policy on Insider Trading.

21.1		Subsidiaries of Sixth Street Specialty Lending, Inc.

23.1		Consent of Independent Registered Public Accounting Firm


Exhibit No		Description of Exhibits


31.1		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.

31.2		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.

32		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.

97.1		Incentive Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on February 15, 2024).

99.1		Report of Independent Registered Public Accounting Firm on Supplemental Information.

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIG NATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: February 13, 2025		SIXTH STREET SPECIALTY LENDING, INC.

		/s/ Joshua Easterly
		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, 2025.


Signature		Title

/s/ Joshua Easterly Joshua Easterly		Chief Executive Officer, Director and Chairman of the Board of Directors (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/ Judy Slotkin Judy Slotkin		Director and Chairman of the Audit Committee
/s/ P. Emery Covington P. Emery Covington		Director
/s/ Hurley Doddy Hurley Doddy		Director
/s/ Michael Fishman Michael Fishman		Director
/s/ Jennifer Gordon Jennifer Gordon		Director


/s/ Richard A. Higginbotham Richard A. Higginbotham		Director
/s/ John A. Ross John A. Ross		Director
/s/ David Stiepleman David Stiepleman		Director
/s/ Ronald K. Tanemura Ronald K. Tanemura		Director

TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Risks Related To Our Business and Structure Item 1A. Risk Factors Item 1A. Ris Item 1. Business Regulation As A Business Development Company Item 1. Business Regulation As A Business Development Company Regulated Investment Company Classification Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Results Of Operations Hedging Item 1. Business Dividend Reinvestment Plan Item 1B. Unresolved Staff Comments Item 1C. Cybersecurity Item 1C. Cyberse Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 5. Market For Registrant S Common Equity, Related Stoc Item 6. Reserved Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Consolidated Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Item 9C. Disc Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationship and Related Transaction, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary Item 16. Form

Exhibits

TSLX 10-K Fiscal year ended Dec. 31, 2024

Exhibits