What changed in this filing

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Item 1. Business

2026-03-02 compared with 2025-03-03 · 371 added, 414 removed, 932 unchanged (46% of the section changed)

Anderson BDC, Inc.

is a Delaware corporation formed to make investments in middle-market companies and commenced operations on February 5,

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated

as a BDC under the 1940 Act.

Kayne Anderson BDC, Inc.

is a Delaware corporation

formed to make investments in middle-market companies and commenced operations on February 5, 2021.

Following our initial public

offering (“IPO”) in May 2024, our common stock began trading on the New York Stock Exchange (“NYSE”) under the

ticker symbol “KBDC.” We are an externally managed, closed-end, non-diversified management investment company

that has elected to be regulated as a BDC under the 1940 Act.

In addition, for U.S.

federal income tax purposes, we intend to qualify, annually, as a RIC under Subchapter

M of the Code.

are a business development company (“BDC”) that invests primarily in first lien senior secured loans, with a secondary focus

on unitranche and split-lien loans to private middle market companies.

We are managed by our investment advisor KA Credit Advisors, LLC

(the “Advisor”), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P.

(“Kayne Anderson”),

a prominent alternative investment management firm.

Our Advisor operates within Kayne Anderson’s middle market private credit platform

(“KAPC” or “Kayne Anderson Private Credit”).

Our Advisor is registered with the United States Securities and

Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

May 24, 2024, we completed our initial public offering (“IPO”), issuing 6,000,000 shares of common stock at a public offering

price of $16.63 per share.

Net of underwriting fees and offering expenses, we received net cash proceeds of $92.4 million.

The Company’s

common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KBDC” on May 22,

federal income tax purposes, we intend to qualify,

annually, as a RIC under Subchapter M of the Code.

We are a business development company (“BDC”)

that invests primarily in first lien senior secured loans, with a secondary focus on unitranche and split-lien loans to private middle

market companies.

We are managed by our investment advisor KA Credit Advisors, LLC (the “Advisor”), an indirect controlled

subsidiary of Kayne Anderson Capital Advisors, L.P.

(“Kayne Anderson”), a prominent alternative investment management firm.

Our Advisor operates within Kayne Anderson’s middle market private credit platform (“KAPC” or “Kayne Anderson

Private Credit”).

Our Advisor is registered with the United States Securities and Exchange Commission (the “SEC”) under

the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

We generally intend to distribute, out of assets

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Investment Objective, Principal Strategy

and Investment Structures

and Investment Structure

Our investment objective is to generate current

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our borrowers over time.

We intend to achieve our investment objective by investing primarily

in first lien senior secured loans, with a secondary focus on unitranche and split-lien loans to middle market companies.

market conditions, we expect at least 90% of our portfolio (including investments purchased with proceeds from borrowings under credit

facilities and issuances of senior unsecured notes) to be invested in first lien senior secured, unitranche and split-lien loans.

investment decisions are made on a case-by-case basis.

We expect the remainder of our portfolio to be invested in second-lien loans, subordinated

debt or equity securities (including those purchased in conjunction with other cred investments).

We expect that a majority of these debt

investments will be made in core middle market companies and will generally have stated maturities of three to six years.

We expect that

the loans in which we principally invest will be to companies that are located in the United States.

We determine the location of

a company as being in the United States by (i) such company being organized under the laws of one of the states in the United States;

or (ii) during its most recent fiscal year, such company derived at least 50% of its revenues or profits from goods produced

or sold, investments made, or services performed in the United States or has at least 50% of its assets in the United States.

Advisor executes on our investment objective by (1) accessing the established loan sourcing channels developed by KAPC, which includes

an extensive network of private equity firms, other middle market lenders, financial advisors, intermediaries and management teams, (2)

selecting investments within our middle market company focus, (3) implementing KAPC’s underwriting process and (4) drawing upon

its experience and resources and the broader Kayne Anderson network.

KAPC was established in 2011 and manages (directly and through affiliates)

assets under management (“AUM”) of approximately $7.1 billion related to middle market private credit as of December 31,

See “ Risk Factors—Risks Relating to Our Business and Structure—We depend upon our Advisor and Administrator

for our success and upon their access to the investment professionals and partners of Kayne Anderson and its affiliates.

Any inability

of the Advisor or the Administrator to maintain or develop these relationships, or the failure of these relationships to generate investment

opportunities, could adversely affect our business,” and “ — Risks

We intend to achieve our investment objective

by investing primarily in first lien senior secured loans, with a secondary focus on unitranche and split-lien loans to middle market

Under normal market conditions, we expect at least 90% of our portfolio (including investments purchased with proceeds from

borrowings under credit facilities and issuances of senior unsecured notes) to be invested in first lien senior secured, unitranche and

split-lien loans.

We expect the remainder of our portfolio to be invested in second-lien loans, subordinated debt or equity securities

(including those purchased in conjunction with other credit investments).

We expect that a majority of these debt investments will be

made in core middle market companies and will generally have stated maturities of three to six years.

We expect that the loans in which

we principally invest will be to companies that are located in the United States.

We determine the location of a company as being

in the United States by (i) such company being organized under the laws of one of the states in the United States;

or (ii) during

its most recent fiscal year, such company derived at least 50% of its revenues or profits from goods produced or sold, investments

made, or services performed in the United States or has at least 50% of its assets in the United States.

The Advisor executes on our investment objective by (1) accessing the

established loan sourcing channels developed by KAPC, which includes an extensive network of private equity firms, other middle market

lenders, financial advisors, intermediaries and management teams, (2) selecting investments within our middle market company focus, (3)

implementing KAPC’s underwriting process and (4) drawing upon its experience and resources and the broader Kayne Anderson network.

KAPC was established in 2011 and manages (directly and through affiliates) assets under management (“AUM”) of approximately

$7.3 billion related to middle market private credit as of December 31, 2025.

See “ Risk Factors—Risks Relating to Our Business

and Structure—We depend upon our Advisor and Administrator for our success and upon their access to the investment professionals

and partners of Kayne Anderson and its affiliates.

Any inability of the Advisor or the Administrator to maintain or develop these relationships,

or the failure of these relationships to generate investment opportunities, could adversely affect our business,” and “ — Risks

Relating to Our Investments — Limitations of investment due diligence expose us to investment risk.”

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These securities are typically structured as floating rate investments priced with a spread to the reference rate (typically SOFR).

secured debt often has restrictive covenants for the purpose of pursuing principal protection and repayment before junior creditors as

covenants provide opportunities for lenders to take action following a covenant breach.

The loans in which we principally invest have

financial maintenance covenants, which require borrowers to maintain certain financial performance criteria and financial ratios on a

monthly or quarterly basis.

We do not expect to principally invest in “covenant-lite” loans;

we use the term “covenant

lite” to refer generally to loans that do not have a customary set of financial maintenance covenants.

Senior secured debt often has restrictive covenants

for the purpose of pursuing principal protection and repayment before junior creditors as covenants provide opportunities for lenders

to take action following a covenant breach.

The loans in which we principally invest have financial maintenance covenants, which require

borrowers to maintain certain financial performance criteria and financial ratios on a monthly or quarterly basis.

We do not expect to

principally invest in “covenant-lite” loans;

we use the term “covenant lite” to refer generally to loans that

do not have a customary set of financial maintenance covenants.

Subject to our Advisor’s discretion, based

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associated with our investment and trading of liquid credit (i.e., broadly syndicated loans).”

invest in debt that is typically not rated by any rating agency, but we believe that if such investments were rated, they would be below

investment grade, which are sometimes referred to as “high yield bonds” or “junk bonds.” See “ Risk Factors — Risks

Relating to Our Investments — We invest in highly leveraged companies, which could cause us to lose all or a part of

our investment in those companies,” In addition, we have a maturity policy between three to six years for our debt

See “ Risk Factors — Risks Relating to Our Investments — Our portfolio

companies may be unable to repay or refinance outstanding principal on their loans at or prior to maturity.”

We invest in debt that is typically not rated

by any rating agency, but we believe that if such investments were rated, they would be below investment grade, which are sometimes referred

to as “high yield bonds” or “junk bonds.” See “ Risk Factors — Risks Relating to Our Investments — We

invest in highly leveraged companies, which could cause us to lose all or a part of our investment in those companies,”

In addition, we have a maturity policy between three to six years for our debt investments.

See “ Risk Factors — Risks

Relating to Our Investments — Our portfolio companies may be unable to repay or refinance outstanding principal on their

loans at or prior to maturity.”

Investment Portfolio

portfolio is currently comprised of a broad mix of loans, with diversity among investment size and industry focus.

The Advisor’s

team of professionals conducts due diligence on prospective investments during the underwriting process and is involved in structuring

the credit terms of our private middle market investments.

Once an investment has been made, our Advisor closely monitors each portfolio

investment and takes a proactive approach to identify and address sector or company specific risks.

The Advisor seeks to maintain a regular

dialogue with portfolio company management teams (as well as their owners, the majority of whom are private equity firms, where applicable),

reviews detailed operating and financial results on a regular basis (typically monthly or quarterly) and monitors current and projected

liquidity needs, in addition to other portfolio management activities.

Our portfolio is currently comprised of a broad

mix of loans, with diversity among investment size and industry focus.

The Advisor’s team of professionals conducts due diligence

on prospective investments during the underwriting process and is involved in structuring the credit terms of our private middle market

Once an investment has been made, our Advisor closely monitors each portfolio investment and takes a proactive approach to

identify and address sector or company specific risks.

The Advisor seeks to maintain a regular dialogue with portfolio company management

teams (as well as their owners, the majority of whom are private equity firms, where applicable), reviews detailed operating and financial

results on a regular basis (typically monthly or quarterly) and monitors current and projected liquidity needs, in addition to other portfolio

management activities.

There are no assurances that we will achieve our investment objectives.

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Percentage of

Silk Holdings III Corp.

Personal care products

Dusk Acquisition II Corporation (Motors & Armatures, Inc.

Trading companies & distributors

SGCP Intermediate, Inc.

Financial services

BR PJK Produce, LLC (Keany)

Food products

M2S Group Intermediate Holdings, Inc.

CREO Group Inc.

(HMS Manufacturing)

Household products

WCHG Buyer, Inc.

Containers & packaging

American Equipment Holdings LLC

Commercial services & supplies

Vitesse Systems Parent, LLC

Aerospace & defense

M2S Group Intermediate Holdings, Inc.

Containers & packaging

Carton Packaging Buyer, Inc.

(Century Box)

Containers & packaging

IF&P Foods, LLC (FreshEdge)

Food products

AIDC Intermediate Co 2, LLC (Peak Technologies)

Trading companies & distributors

Genuine Cable Group, LLC

Trading companies & distributors

BLP Buyer, Inc.

(Bishop Lifting Products)

Commercial services & supplies

Improving Acquisition LLC

As a BDC, at least 70% of our assets must be the

type of “qualifying” assets listed in Section 55(a) of the 1940 Act, as described herein, which are generally privately-offered

As a BDC, at least 70% of our assets must

be the type of “qualifying” assets listed in Section 55(a) of the 1940 Act, as described herein, which are generally privately-offered

securities issued by U.S.

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Market Opportunity

believe that our investments represent attractive opportunities as these investments (i) generate what we believe are attractive yields

(based on our Advisor’s assessment of the relative risk profile of these investments), (ii) make interest payments to us and (iii)

typically rank ahead of other debt instruments in the borrower’s capital structure (98.0% of our portfolio consisted of first lien

senior secured loans as of December 31, 2024), as described above in “—Investment Objective, Principal Strategy and Investment

Structures ”.

We believe that our investments represent attractive

opportunities as these investments (i) generate what we believe are attractive yields (based on our Advisor’s assessment of the

relative risk profile of these investments), (ii) make interest payments to us and (iii) typically rank ahead of other debt instruments

in the borrower’s capital structure (93.2% of our portfolio consisted of first lien senior secured loans as of December 31, 2025),

as described above in “—Investment Objective, Principal Strategy and Investment Structures ”.

Long-Term Demand Drivers in the U.S.

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middle market and (ii) a significant amount of un-invested middle market private equity

universe of U.S.

middle market companies (as defined by the National Center for the Middle Market and including all businesses with revenues

from $10.0 million to $1.0 billion) consists of nearly 200,000 potential borrowers, a substantial portion of which we believe will continue

to require access to debt capital to refinance existing debt, support growth and finance acquisitions.

Together, these businesses represent

approximately one-third of the U.S.

private sector gross domestic product (“GDP”) making them equivalent to the size of the

third largest economy in the world on a standalone basis.

National Center for The Middle Market’s Mid-Year 2024 Middle

Market Indicator ).

The universe of U.S.

middle market companies (as

defined by the National Center for the Middle Market and including all businesses with revenues from $10.0 million to $1.0 billion) consists

of nearly 200,000 potential borrowers, a substantial portion of which we believe will continue to require access to debt capital to refinance

existing debt, support growth and finance acquisitions.

Together, these businesses represent approximately one-third of the U.S.

sector gross domestic product (“GDP”) making them equivalent to the size of the fifth largest economy in the world on a standalone

National Center for The Middle Market’s Mid-Year 2025 Middle Market Indicator ).

Private equity firms investing in these businesses

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Middle Market Attractiveness

intend to have nearly all of our debt investments in private middle market companies.

We believe that lending to middle market companies

(particularly in senior-focused portions of the capital structure) presents a compelling investment opportunity.

We intend to have nearly all of our debt investments

in private middle market companies.

We believe that lending to middle-market companies (particularly in senior-focused portions of the

capital structure) presents a compelling investment opportunity.

First, senior debt investments are made at the

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Competitive Strengths

Our Advisor utilizes KAPC’s direct lending platform

to pursue investment opportunities.

The leadership team of KAPC has invested this market across multiple platforms (e.g., not only as

part of KAPC) and economic cycles, working directly together as a team for the better part of three decades.

This experience over multiple

decades allows KAPC to focus on transactions in markets where it has substantial experience and where it can bring its expertise in negotiating

and structuring investments.

Other specific competitive strengths of KAPC which inure to the benefit of KBDC include:

Our Advisor utilizes KAPC’s direct lending platform to pursue

investment opportunities.

The leadership team of KAPC has invested this market across multiple platforms (e.g., not only as part of KAPC)

and economic cycles, working directly together as a team for the better part of three decades.

This experience over multiple decades allows

KAPC to focus on transactions in markets where it has substantial experience and where it can bring its expertise in negotiating and structuring

Other specific competitive strengths of KAPC which inure to our benefit include:

Core Middle Market Debt Platform .

We have benefited and expect to continue to benefit from our relationship with KAPC’s

large direct lending platform through our Advisor.

Since its inception through December 31, 2024, KAPC has deployed nearly $12.7 billion

of capital across 426 investments in 207 portfolio companies.

Our Advisor (or an affiliate thereof) has been lead agent or co-agent in

approximately 76% of investments since the inception of KAPC.

Credit Investors with Long Track Record .

Core middle market direct lending is led by Ken Leonard (Co-CEO of the Company), Doug Goodwillie

(Co-CEO of the Company) and Andy Marek (Managing Partner of KAPC), who have a combined 90+ years of lending experience, having collectively

completed transactions representing over $17.2 billion in underwritten middle market loan commitments across multiple credit cycles since

We have benefited and expect to continue to benefit from our relationship with KAPC’s large direct lending platform through our

Since its inception through December 31, 2025, KAPC has deployed nearly $14.8 billion of capital across 483 investments in 230

portfolio companies.

Our Advisor (or an affiliate thereof) has been lead agent or co-agent in approximately 76% of investments since the

inception of KAPC.

Experienced Credit Investors

with Long Track Record.

Core middle market direct lending is led by Ken Leonard (Co-CEO of the Company), Doug Goodwillie (Co-CEO

of the Company) and Andy Marek (Managing Partner of KAPC), who have a combined 90+ years of lending experience, having collectively completed

transactions representing over $19.3 billion in underwritten middle market loan commitments across multiple credit cycles since 2000.

These three individuals are primarily responsible for the day-to-day operations of KAPC and have worked together directly since 2002

while Ken Leonard and Andy Marek have worked together since the late 1980’s.

Ken Leonard and Doug Goodwillie are primarily

responsible for the day-to-day operations of KBDC.

Ken Leonard and Doug Goodwillie are primarily responsible

for our day-to-day operations.

The Advisor’s investment committee consists

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investments and portfolio allocations, subject to the oversight of our Board.

Advantage and Well-Established Direct Relationship Model.

We believe that KAPC’s relationship-based sourcing model provides

strong access to proprietary transaction flow, allowing us to be highly selective in the transactions that we pursue.

For the period

2021 through December 31, 2024 (and excluding investments in broadly syndicated loans), approximately 63% of opportunities sourced by

our Advisor and 88% of opportunities executed by our Advisor were done so without the presence of a financial intermediary, a fact pattern

Sourcing Advantage and Well-Established Direct

Relationship Model.

We believe that KAPC’s relationship-based sourcing model provides strong access to proprietary transaction

flow, allowing us to be highly selective in the transactions that we pursue.

For the period 2021 through December 31, 2025 (excluding

our investment in SG Credit and excluding investments in broadly syndicated loans), approximately 64% of opportunities sourced by our

Advisor and 89% of opportunities executed by our Advisor were done so without the presence of a financial intermediary, a fact pattern

placing specific emphasis on long-term relationships, reputation and certainty of execution with transaction counterparties.

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repeat business and sticky relationships.

Under this model, since inception (and excluding investments in broadly syndicated loans), (i)

greater than 90% of KAPC’s investments are in companies sponsored by private equity firms (approximately 99% of the Company’s

investments as of December 31, 2024), (ii) approximately 58% of KAPC’s investments were made with repeat private equity sponsors

and (iii) over 110 private equity sponsors have partnered with KAPC to provide debt financing to their portfolio companies.

Under this model, since inception (excluding our investment in SG Credit and excluding investments

in broadly syndicated loans), (i) greater than 90% of KAPC’s investments are in companies sponsored by private equity firms (approximately

99% of the Company’s investments as of December 31, 2025), (ii) approximately 61% of KAPC’s investments were made with repeat

private equity sponsors and (iii) over 120 private equity sponsors have partnered with KAPC to provide debt financing to their portfolio

Focus on Investing in Core Middle Market .

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0.2% of average outstanding investments on an annualized basis.

We compete with a number of BDCs and investment funds

(both public and private), commercial and investment banks, commercial financing companies and, to the extent they provide an alternative

We compete with a number of BDCs and investment

funds (both public and private), commercial and investment banks, commercial financing companies and, to the extent they provide an alternative

form of financing, private equity and hedge funds.

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From time to time we may form wholly-owned subsidiaries to facilitate our normal course of business investing activities.

Between February 2021 and December 2023, we

executed subscription agreements with investors on sixteen occasions as part of one continuous private placement offering obligating

those investors to purchase shares of common stock representing total aggregate capital commitments of $1.047 billion.

execution of the subscription agreements were effected as part of one continuous private placement offering exempt from the

registration requirements of the Securities Act pursuant to Section 4(a)(2) thereunder.

Pursuant to the private placement

offering that began on February 5, 2021, we called capital under the terms of those subscription agreements, and we issued

shares of common stock to investors on thirteen funding occasions between February 2021 and April 2024 in an aggregate amount

of $1.047 billion.

On March 22, 2024, we delivered the final

capital drawdown notice to our stockholders relating to the sale of shares of common stock in the private placement.

Following this

capital call, we did not have any remaining undrawn capital commitments and the investors’ obligations to purchase additional shares

of common stock were exhausted.

This final capital drawdown notice completed our pre-initial public offering capital raise private

placement offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),

pursuant to Section 4(a)(2) thereunder.

Public Offering

May 24, 2024, we completed our initial public offering (“IPO”), issuing 6,000,000 shares of our common stock at

a public offering price of $16.63 per share.

Net of underwriting fees and offering expenses, we received net cash proceeds, before offering

expenses, of $92.4 million.

The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the

ticker symbol “KBDC” on May 22, 2024.

Private and Public

Between February 2021 and April 2024, we had capital commitments from

and issued shares of common stock to investors in an aggregate amount of $1.047 billion prior to our initial public offering.

were offered as a part of one continuous private placement offering exempt from the registration requirements of the Securities Act of

1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) thereunder.

On May 24, 2024, we completed

our initial public offering (“IPO”), and net of underwriting fees and offering expenses, we received net cash proceeds of

$92.4 million.

The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol

“KBDC” on May 22, 2024 .

Stock Repurchase Plan

On May 21, 2024, the Company entered into a share

repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million in the aggregate of the Company’s Common Stock at prices

below the Company’s net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b5-1

and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company 10b5-1 Plan was approved

by the Board of Directors on March 6, 2024.

Our 10b5-1 Plan requires Morgan Stanley Corporation as the Company’s agent, to repurchase

Common Stock on its behalf when the market price per share is below the most recently reported net asset value per share (including any

updates, corrections or adjustments publicly announced by the Company to any previously announced net asset value per share, including

any distributions declared).

Under the Company 10b5-1 Plan, the volume of purchases would be expected to increase as the price of the

Company’s Common Stock declines, subject to volume restrictions.

The timing and amount of any share repurchases will depend on the

terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s Common Stock and trading volumes, and no assurance

can be given that Common Stock be repurchased in any particular amount or at all.

The repurchase of shares pursuant to the Company 10b5-1

Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable

law, including Regulation M, which may prohibit repurchases under certain circumstances.

The Company 10b5-1 Plan commenced beginning 60

calendar days following the end of the “restricted period” under Regulation M and will terminate upon the earliest to occur

of (i) the close of business on May 24, 2025, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased

under the Company 10b5-1 Plan equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

The “restricted period” under Regulation

M ended upon the closing of the Company’s IPO and, therefore, the Common Stock repurchases described above began on July 23, 2024.

During the year ended December 31, 2024, the Company repurchased 94,613

shares under our 10b5-1 Plan for a total of $1.5 million.

On May 1, 2025, the Board of Directors of the Company authorized an

amendment to the Company’s share repurchase plan (the “Company 10b5-1 Plan”) to extend the expiration to May 24, 2026.

Under the amended and restated Company 10b5-1 Plan (effective May 25, 2025), the Company may repurchase up to $100 million of the outstanding

common stock in the open market at a price per share that meets certain thresholds below its net asset value per share over a specified

period, in accordance with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”).

The Company 10b5-1 Plan will terminate upon the earliest to occur of (i) the close of business on May

24, 2026, (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan

equals $100 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

As of December 31, 2025, up to $59.9 million was

available for common stock repurchases under the Company 10b5-1 Plan.

Kayne Anderson, Kayne Anderson Private Credit

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Kayne Anderson

Founded in 1984, Kayne Anderson is a prominent alternative

investment management firm which is registered with the SEC under the Advisers Act, focused on real estate, credit and infrastructure/energy.

Founded in 1984, Kayne Anderson is a prominent

alternative investment management firm which is registered with the SEC under the Advisers Act, focused on real estate, credit and infrastructure/energy.

Kayne Anderson provides corporate and management services (such as information technology, human resources, compliance and legal services)

to the Advisor.

of December 31, 2024, investment vehicles managed or advised by Kayne Anderson had over $36 billion in assets under management (“AUM”)

for institutional investors, family offices, high net worth and retail clients.

Kayne Anderson has approximately 350 professionals located

across five offices across the U.S.

The firm has approximately 150 investment professionals, approximately 33 of whom are dedicated to

credit investing.

As of December 31, 2025, investment vehicles managed

or advised by Kayne Anderson had approximately $40 billion in assets under management (“AUM”) for institutional investors,

family offices, high net worth and retail clients.

Kayne Anderson has approximately 350 professionals located across five offices across

The firm has approximately 150 investment professionals, approximately 35 of whom are dedicated to credit investing.

Kayne Anderson Private Credit

KAPC is Kayne Anderson’s line of business focused

on private credit that operates various fund vehicles targeting middle market first lien senior secured, unitranche, and split-lien loans.

KAPC was established in 2011 and manages (indirectly through affiliates) AUM of approximately $7.1 billion related to middle market private

credit as of December 31, 2024.

KAPC is Kayne Anderson’s line of business focused on private

credit that operates various fund vehicles targeting middle market first lien senior secured, unitranche, and split-lien loans.

established in 2011 and manages (indirectly through affiliates) AUM of approximately $7.3 billion related to middle market private credit

as of December 31, 2025.

KAPC’s integrated and scaled platform combines

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The Advisor – KA Credit Advisors,

investment activities are managed by our Advisor, an indirect controlled subsidiary of Kayne Anderson, and the Advisor operates within

KAPC’s line of business.

The Advisor is an investment advisor registered with the SEC under the Advisers Act pursuant to the Investment

Advisory Agreement.

In accordance with the Advisors Act, our Advisor is responsible for originating prospective investments, conducting

research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments

and monitoring our investments and portfolio companies on an ongoing basis.

The Advisor benefits from the scale and resources of Kayne

Anderson and specifically KAPC.

While we do not have any employees, the Advisor and its affiliates have a team of approximately 33 investment

professionals who are primarily focused on credit investments.

The investment team is supported by a team of finance, legal, compliance,

operations and administrative professionals.

Our investment activities are managed by our Advisor,

an indirect controlled subsidiary of Kayne Anderson, and the Advisor operates within KAPC’s line of business.

The Advisor is an

investment advisor registered with the SEC under the Advisers Act pursuant to the Investment Advisory Agreement.

In accordance with the

Advisors Act, our Advisor is responsible for originating prospective investments, conducting research and due diligence investigations

on potential investments, analyzing investment opportunities, negotiating and structuring investments and monitoring our investments and

portfolio companies on an ongoing basis.

The Advisor benefits from the scale and resources of Kayne Anderson and specifically KAPC.

we do not have any employees, the Advisor and its affiliates have a team of approximately 35 investment professionals who are primarily

focused on credit investments.

The investment team is supported by a team of finance, legal, compliance, operations and administrative

professionals.

The Advisor executes on our investment objective

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However, we generally make investments alongside affiliated entities and accounts pursuant to exemptive relief granted by the SEC

to us, our Advisor, and certain of our affiliates on August 10, 2023.

Pursuant to such exemptive relief, and subject to certain conditions,

we are permitted to co-invest in the same security with our affiliates in a manner that is consistent with our investment objective, investment

strategy, regulatory consideration and other relevant factors.

If opportunities arise that would otherwise be appropriate for us and an

affiliate to purchase different securities in the same issuer, our Advisor will need to decide which account will proceed with such investment.

to us, our Advisor, and certain of our affiliates.

Pursuant to such exemptive relief, and subject to certain conditions, we are permitted

to co-invest in the same security with our affiliates in a manner that is consistent with our investment objective, investment strategy,

regulatory consideration and other relevant factors.

If opportunities arise that would otherwise be appropriate for us and an affiliate

to purchase different securities in the same issuer, our Advisor will need to decide which account will proceed with such investment.

Our Advisor’s investment allocation policy incorporates the conditions of exemptive relief to seek to ensure that investment opportunities

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Investment Advisory Agreement

March 6, 2024, the Company entered into an amended and restated investment advisory agreement with the Advisor (the “Amended

Investment Advisory Agreement”), which became effective when we closed our initial public offering (“IPO”).

Amended Investment Advisory Agreement, the base management fee calculated at an annual rate of 1.00% and the incentive fee on income is

subject to a twelve-quarter lookback quarterly hurdle rate of 1.50% and is subject to an Incentive Fee Cap (as defined below) based

on the Company’s Cumulative Pre-Incentive Fee Net Return (as defined below).

The cost of both the management fee and the incentive fee under the

Amended Investment Advisory Agreement are ultimately borne by common stockholders.

The Amended Investment Advisory Agreement was approved

by the Board on March 6, 2024.

Unless earlier terminated, the Amended Investment Advisory Agreement will renew automatically for

successive annual periods, provided that such continuance is specifically approved at least annually by our Board including a majority

of Independent Directors or the vote of a majority of our outstanding voting securities.

As discussed in more detail below,

on March 6, 2024, the Advisor entered into the Amended Investment Advisory Agreement (effective upon the closing of the IPO) to include

a three-year total return lookback feature on the income incentive fee.

This lookback feature provides that the Advisor’s income

incentive fee may be reduced if the Company’s portfolio experiences aggregate write-downs or net capital losses during the

applicable Trailing Twelve Quarters (as defined below).

On March 6, 2024, the Advisor also entered into a fee waiver agreement (the

“Fee Waiver Agreement”) for the waivers of (i) the income incentive fee for three calendar quarters commencing in the

calendar quarter the IPO was completed and (ii) a portion of the base management fee for one year following the completion of the

The Fee Waiver Agreement became effective upon the closing of the IPO.

Amounts waived by the Advisor pursuant to the Fee

Waiver Agreement are not subject to recoupment by the Advisor.

The waivers of the base management fee and incentive income fee pursuant

to the Fee Waiver Agreement may only be terminated by the Board and may not be terminated by the Advisor.

The Fee Waiver Agreement is

contractual in nature.

On March 6, 2024, the Company entered into an amended and restated

investment advisory agreement with the Advisor (the “Amended Investment Advisory Agreement”), which became effective when

we closed our initial public offering (“IPO”).

Under the Amended Investment Advisory Agreement, the base management fee is

calculated at an annual rate of 1.00% and the incentive fee on income is subject to a twelve-quarter lookback quarterly hurdle rate

of 1.50% and is subject to an Incentive Fee Cap (as defined below) based on the Company’s Cumulative Pre-Incentive Fee Net

Return (as defined below).

The cost of both the

management fee and the incentive fee under the Amended Investment Advisory Agreement are ultimately borne by common stockholders.

earlier terminated, the Amended Investment Advisory Agreement will renew automatically for successive annual periods, provided that such

continuance is specifically approved at least annually by our Board including a majority of Independent Directors or the vote of a majority

of our outstanding voting securities.

in more detail below, the three-year total return lookback feature provides that the Advisor’s income incentive fee may be reduced

if the Company’s portfolio experiences aggregate write-downs or net capital losses during the applicable Trailing Twelve Quarters

(as defined below).

On March 6, 2024, the Advisor also entered into a fee waiver agreement (the “Fee Waiver Agreement”)

for the waivers of (i) the income incentive fee for three calendar quarters commencing in the calendar quarter the IPO was completed

and (ii) a portion of the base management fee for one year following the completion of the IPO on May 24, 2024 (the “IPO Date”).

Fee Waiver Agreement became effective upon the closing of the IPO.

Amounts waived by the Advisor pursuant to the Fee Waiver Agreement

are not subject to recoupment by the Advisor.

On February 12, 2026, the Board approved an additional one-year term

of the Investment Advisory Agreement through March 15, 2027.

Base Management Fee

upon the closing of the IPO, the base management fee pursuant to the Amended Investment Advisory Agreement is calculated at an annual

rate of 1.00% of the fair market value of the Company’s investments.

Since the IPO occurred on a date other than the first day

of a calendar quarter, the base management fee was calculated for such calendar quarter at a weighted rate based on the fee rates applicable

before and after the closing of the IPO based on the number of days in such calendar quarter before and after the closing of the

Pursuant to the Fee Waiver Agreement, effective upon the closing of the IPO, the Advisor entered into an agreement for the contractual

waiver of the base management fee at an annual rate of 0.25% for one year following the completion of the IPO.

base management fee under the Amended Investment Advisory Agreement is payable quarterly in arrears and calculated based on the average

of the Company’s fair market value of investments, at the end of the two most recently completed calendar quarters, including,

in each case, assets purchased with borrowings under credit facilities and issuances of senior unsecured notes, but excluding cash, U.S.

securities and commercial paper instruments maturing within one year of purchase.

Base management fees for any partial quarter will be

appropriately pro-rated.

Commencing on the IPO Date, the base management

fee is calculated at an annual rate of 1.00% of the fair market value of the Company’s investments.

Pursuant to the Fee Waiver Agreement,

commencing on the IPO Date, the Advisor contractually agreed to waive the base management fee at an annual rate of 0.25% for one

year following the IPO Date.

The base management fee

under the Amended Investment Advisory Agreement is payable quarterly in arrears and calculated based on the average of the Company’s

fair market value of investments, at the end of the two most recently completed calendar quarters, including, in each case, assets purchased

with borrowings under credit facilities and issuances of senior unsecured notes, but excluding cash, U.S.

government securities and

commercial paper instruments maturing within one year of purchase.

Base management fees for any partial quarter will be appropriately

Incentive Fee

Company will also pay the Advisor an incentive fee.

The incentive fee will consist of two parts — an incentive fee on

income and an incentive fee on capital gains.

Described in more detail below, these components of the incentive fee will be largely independent

of each other with the result that one component may be payable even if the other is not.

The Company also pays

the Advisor an incentive fee.

The incentive fee will consist of two parts — an incentive fee on income and an incentive

fee on capital gains.

Described in more detail below, these components of the incentive fee will be largely independent of each other

with the result that one component may be payable even if the other is not.

Incentive Fee on Income

incentive fee based on income (the “income incentive fee”) under the Amended Investment Advisory Agreement is determined

and paid quarterly in arrears in cash (subject to the limitations described in “ Payment of Incentive Fees ”

Under the Amended Investment Advisory Agreement, the first part of the income

incentive fee is calculated and payable quarterly in arrears based on the Company’s pre-incentive fee net investment

income as defined in the Amended Investment Advisory Agreement.

Pre-incentive fee net investment income means, as the context

requires, either the dollar value of, or percentage rate of return on the value of, the Company’s net assets at the beginning

of each applicable calendar quarter from interest income, dividend income and any other income (including any other fees (other than

fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees

that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating

expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement (as defined

below), and any interest expense or fees on any credit facilities or senior unsecured notes and dividends paid on any issued and

outstanding preferred shares, but excluding the incentive fee).

Pre-incentive fee net investment income includes, in the case

of investments with a deferred interest feature (such as original issue discount, debt instruments with pay in kind

(“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash.

Pre-incentive fee net investment income excludes any realized capital gains, realized capital losses or unrealized capital

appreciation or depreciation.

the closing of the IPO, the Company is required to pay an income incentive fee of 15.0%, with a 1.50% quarterly hurdle and 100% catch-up.

Pursuant to the Fee Waiver Agreement, the Advisor waived its right to receive an income incentive fee during the three calendar quarters

commencing with the calendar quarter in which the IPO was completed and amounts waived by the Advisor pursuant to the Fee Waiver Agreement

are not subject to recoupment by the Advisor.

upon the closing of the IPO, the Company will pay the Advisor an income incentive fee based on its aggregate pre-incentive fee net

investment income (as described above), with respect to (i) the calendar quarter ending June 30, 2024 (the “First Calendar

Quarter”) and (ii) each subsequent calendar quarter, with the then, current calendar quarter and the eleven preceding calendar

quarters beginning with the calendar quarter after the First Calendar Quarter (or the appropriate portion thereof in the case of any of

the Company’s first eleven calendar quarters that commence after the First Calendar Quarter) (those calendar quarters after the

First Calendar Quarter, the “Trailing Twelve Quarters”).

the First Calendar Quarter, pre-incentive fee net investment income in respect of the First Calendar Quarter was compared to a hurdle

rate of 1.50% (6.00% annualized).

The income incentive fee for the First Calendar Quarter was determined as follows:

The incentive fee based on income (the “income

incentive fee”) is determined and paid quarterly in arrears in cash.

The Company’s quarterly pre-incentive fee net investment

income must exceed a preferred return of 1.50% of the Company’s net asset value (“NAV”) at the end of the immediately

preceding calendar quarter (6.0% annualized but not compounded) (the “Hurdle Amount”) in order for the Company to receive

an income incentive fee.

Pre-IPO Incentive Fee on Income

Prior to the IPO Date, the income incentive fee was calculated as 100%

of our pre-incentive fee net investment income for the immediately preceding calendar quarter in excess of 1.50% of the Company’s

NAV at the end of the immediately preceding calendar quarter until the Advisor had received 10% of the total pre-incentive fee net income

for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.6667%, 10% of all remaining pre-incentive fee

net investment income for that quarter.

Pre-incentive fee net investment income excludes any realized capital gains, realized capital

losses or unrealized capital appreciation or depreciation.

Post-IPO Incentive Fee on Income

Commencing on the IPO Date, the Company pays the

Advisor an income incentive fee based on its aggregate pre-incentive fee net investment income with respect to (i) the quarter

ended June 30, 2024 (the “First Calendar Quarter”) and (ii) each subsequent calendar quarter, with the then-current calendar

quarter and the eleven preceding calendar quarters beginning with the quarter ended September 30, 2024 (or the appropriate portion thereof

in the case of any of the Company’s first eleven calendar quarters that commence after the First Calendar Quarter) (those calendar

quarters after the First Calendar Quarter, the “Trailing Twelve Quarters”).

For the First Calendar Quarter, pre-incentive fee net investment

income in respect of the First Calendar Quarter was compared to a hurdle rate of 1.50% (6.00% annualized).

The income incentive fee for

the First Calendar Quarter was determined as follows:

no income incentive fee is payable to the Advisor if the aggregate pre-incentive fee net investment income for the First Calendar Quarter does not exceed that hurdle rate;

100% of the aggregate pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds that hurdle rate, but is less than a quarterly rate of 1.6667% for the portion of the First Calendar Quarter before the IPO and a quarterly rate of 1.7647% for the portion of the First Calendar Quarter after the IPO, referred to the “catch-up.” The “catch-up” is meant to provide the Advisor with 10.0% of the Company’s pre-incentive fee net investment income for the portion of the First Calendar Quarter before the IPO and 15.0% for the balance of that First Calendar Quarter, as if the hurdle rate did not apply;

10.0% of the aggregate pre-incentive fee net investment income, if any, that exceeds a quarterly rate of 1.6667% for the portion of the First Calendar Quarter before the IPO and 15.0% of the aggregate pre-incentive fee net investment income, if any, that exceeds a quarterly rate of 1.7647% for the balance of the First Calendar Quarter.

with the calendar quarter beginning immediately after the First Calendar Quarter, subject to the Incentive Fee Cap (described below),

the pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters is compared to a “Hurdle Rate”

equal to the product of (i) the hurdle rate of 1.50% per quarter (6.00% annualized) and (ii) the sum of our net assets at the

beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters.

The income incentive fee for each calendar

quarter will be determined as follows:

● no income incentive fee is payable to the Advisor in any

calendar quarter in which aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters

does not exceed the Hurdle Rate;

● 100% of the aggregate pre-incentive fee net investment

income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income,

if any, that exceeds the Hurdle Rate, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,”

determined on a quarterly basis by multiplying 1.7647% by the Company’s net asset value at the beginning of each applicable calendar

quarter comprising the relevant Trailing Twelve Quarters (after making appropriate adjustments to the Company’s net asset value

at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances

100% of the aggregate pre-incentive fee net investment income with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds that hurdle rate, but is less than a quarterly rate of 1.6667% for the portion of the First Calendar Quarter before the initial public offering and a quarterly rate of 1.7647% for the portion of the First Calendar Quarter after the initial public offering, referred to the “catch-up.” The “catch-up” is meant to provide the Advisor with 10.0% of the Company’s pre-incentive fee net investment income for the portion of the First Calendar Quarter before the initial public offering and 15.0% for the balance of that First Calendar Quarter, as if the hurdle rate did not apply;

10.0% of the aggregate pre-incentive fee net investment income, if any, that exceeds a quarterly rate of 1.6667% for the portion of the First Calendar Quarter before the initial public offering and 15.0% of the aggregate pre-incentive fee net investment income, if any, that exceeds a quarterly rate of 1.7647% for the balance of the First Calendar Quarter.

Commencing with the quarter ended September 30,

2024, subject to the Incentive Fee Cap (described below), the pre-incentive fee net investment income in respect of the relevant

Trailing Twelve Quarters is compared to a “Hurdle Rate” equal to the product of (i) the hurdle rate of 1.50% per quarter

(6.00% annualized) and (ii) the sum of our net assets at the beginning of each applicable calendar quarter comprising the relevant

Trailing Twelve Quarters.

The Hurdle Rate is calculated after making appropriate adjustments to the Company’s net asset value at

the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances

pursuant to its dividend reinvestment plan, and distributions during the applicable calendar quarter.

● 15.0% of the aggregate pre-incentive fee net investment

income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.

with the quarter that begins immediately after the First Calendar Quarter, each income incentive fee became subject to an “Incentive

Fee Cap” that in respect of any calendar quarter is an amount equal to 15.0% of the Cumulative Pre-Incentive Fee Net Return

(as defined herein) during the Trailing Twelve Quarters less the aggregate income incentive fees that were paid to the Advisor in the

preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve

In the event the Incentive Fee Cap is zero or a negative value then no income incentive fee shall be payable and if the Incentive

Fee Cap is less than the amount of income incentive fee that would otherwise be payable, the amount of income incentive fee shall be

reduced to an amount equal to the Incentive Fee Cap.

Pre-Incentive Fee Net Return” means (x) with respect to the First Calendar Quarter, the sum of pre-incentive fee

net investment income in respect of the First Calendar Quarter, (y) with respect to the relevant Trailing Twelve Quarters, the pre-incentive fee

net investment income in respect of the relevant Trailing Twelve Quarters minus any Net Capital Loss (as defined below), if any, in respect

of the relevant Trailing Twelve Quarters.

If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay

no income incentive fee to the Advisor for such quarter.

If, in any quarter, the Incentive Fee Cap for such quarter is a positive value

but is less than the income incentive fee that is payable to the Advisor for such quarter (before giving effect to the Incentive Fee Cap)

calculated as described above, the Company will pay an income incentive fee to the Advisor equal to the Incentive Fee Cap for such quarter.

If, in any quarter, the Incentive Fee Cap for such quarter is equal to or greater than the income incentive fee that is payable to the

Advisor for such quarter (before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income

incentive fee to the Advisor equal to the incentive fee calculated as described above for such quarter without regard to the Incentive

Capital Loss” in respect of a particular period means the difference, if positive, between (i) aggregate capital losses, whether

realized or unrealized, in such period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

These calculations are prorated for

any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

will the amendments to the income incentive fee to include the three year income and total return lookback features allow the Advisor

to receive greater cumulative income incentive fees under the Amended Investment Advisory Agreement than it would have under the Investment

Advisory Agreement.

Amounts waived by the Advisor pursuant to the Fee Waiver Agreement are not subject to recoupment by the Advisor.

The income incentive fee for each

calendar quarter is determined as follows:

no income incentive fee is payable to the Advisor in any calendar quarter in which aggregate pre-incentive fee net investment income in respect of the relevant Trailing Twelve Quarters does not exceed the Hurdle Rate;

100% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters with respect to that portion of such pre-incentive fee net investment income, if any, that exceeds the Hurdle Rate, but is less than or equal to an amount, which we refer to as the “Catch-up Amount,” determined on a quarterly basis by multiplying 1.7647% by the Company’s net asset value at the beginning of each applicable calendar quarter comprising the relevant Trailing Twelve Quarters (after making appropriate adjustments to the Company’s net asset value at the beginning of each applicable calendar quarter for all issuances by the Company of shares of its common stock, including issuances pursuant to its dividend reinvestment plan, and distributions during the applicable calendar quarter);

15.0% of the aggregate pre-incentive fee net investment income in respect of the Trailing Twelve Quarters that exceeds the Catch-up Amount.

Commencing with the quarter ended September 30,

2024, each income incentive fee is subject to an “Incentive Fee Cap” that in respect of any calendar quarter is an amount

equal to 15.0% of the Cumulative Pre-Incentive Fee Net Return (as defined below) during the Trailing Twelve Quarters less the aggregate

income incentive fees that were paid to the Advisor in the preceding eleven calendar quarters (or portion thereof) comprising the relevant

Trailing Twelve Quarters.

In the event the Incentive Fee Cap is zero or a negative value then no income incentive fee shall be payable

and if the Incentive Fee Cap is less than the amount of income incentive fee that would otherwise be payable, the amount of income incentive

fee shall be reduced to an amount equal to the Incentive Fee Cap.

“Cumulative Pre-Incentive Fee Net Return”

means (x) with respect to the First Calendar Quarter, the sum of pre-incentive fee net investment income in respect of the First

Calendar Quarter, (y) with respect to the relevant Trailing Twelve Quarters, the pre-incentive fee net investment income in

respect of the relevant Trailing Twelve Quarters minus any Net Capital Loss (as defined below), if any, in respect of the relevant Trailing

Twelve Quarters.

If, in any quarter, the Incentive Fee Cap is zero or a negative value, the Company will pay no income incentive fee to

the Advisor for such quarter.

If, in any quarter, the Incentive Fee Cap for such quarter is a positive value but is less than the income

incentive fee that is payable to the Advisor for such quarter (before giving effect to the Incentive Fee Cap) calculated as described

above, the Company will pay an income incentive fee to the Advisor equal to the Incentive Fee Cap for such quarter.

If, in any quarter,

the Incentive Fee Cap for such quarter is equal to or greater than the income incentive fee that is payable to the Advisor for such quarter

(before giving effect to the Incentive Fee Cap) calculated as described above, the Company will pay an income incentive fee to the Advisor

equal to the incentive fee calculated as described above for such quarter without regard to the Incentive Fee Cap.

“Net Capital Loss” in respect of a

particular period means the difference, if positive, between (i) aggregate capital losses, whether realized or unrealized, in such

period and (ii) aggregate capital gains, whether realized or unrealized, in such period.

These calculations are prorated for any period

of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

The following is a graphical representation of the calculations of

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After to the IPO

(expressed as a percentage of the value of net assets)

(expressed as a percentage of the value of net

Pre-Incentive Fee Net Investment Income

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Incentive Fee on Capital Gains

incentive fee on capital gains (the “capital gains incentive fee”) is calculated and payable in arrears in cash as follows:

● 15.0% of the Company’s realized capital gains, if any,

on a cumulative basis from formation through the end of a given calendar year or upon termination of the Investment Advisory Agreement,

computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any

previously paid capital gain incentive fees.

Payment of Incentive Fees

Prior to the IPO, any incentive fees earned by the Advisor accrued

as earned but only became payable in cash to the Advisor upon closing of the IPO.

The Company incurred incentive fees on income of

$16.8 million that became payable upon closing of the IPO.

Pre-IPO Incentive Fee on Capital Gains

Prior to the IPO Date, the incentive fee on capital

gains (the “capital gains incentive fee”) was calculated and payable in arrears in cash as 10% of the Company’s

realized capital gains, if any, on a cumulative basis from formation through (a) the day before our initial public offering (“IPO”),

(b) upon consummation of a Liquidity Event (as defined in the Investment Advisory Agreement) or (c) upon the termination of

the Investment Advisory Agreement, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis,

less the aggregate amount of any previously paid capital gain incentive fees.

For the purpose of computing the capital gain incentive

fee, the calculation methodology looked through derivative financial instruments or swaps as if the Company owned the reference assets

Post-IPO Incentive Fee on Capital Gains

Commencing on the IPO Date, the incentive fee

on capital gains is calculated and payable in arrears in cash as 15.0% of the Company’s realized capital gains, if any, on a cumulative

basis from formation through the end of a given calendar year or upon termination of the Investment Advisory Agreement, computed net of

all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid

capital gain incentive fees.

In the event that the Investment Advisory Agreement terminates as of a date that is not a fiscal year end,

the termination date will be treated as though it were a fiscal year end for purposes of calculating and paying a capital gain incentive

Payment of Pre-IPO Incentive Fees on Income

Prior to the IPO, any incentive fees earned by

the Advisor accrued as earned but only became payable in cash to the Advisor upon closing of the IPO.

The Company incurred incentive

fees on income of $16.8 million that became payable upon closing of the IPO.

Administration Agreement

On February 5, 2021, we entered into an administration agreement (the

“Administration Agreement”) with our Advisor, which serves as our administrator (the “Administrator”) and provides

or oversees the performance of its required administrative services and professional services rendered by others, which will include (but

are not limited to) accounting, payment of our expenses, legal, compliance, operations, technology and investor relations, preparation

and filing of its tax returns, and preparation of financial reports provided to our stockholders and filed with the SEC.

On February 5, 2021, we entered into an administration

agreement (the “Administration Agreement”) with our Advisor, which serves as our administrator (the “Administrator”)

and provides or oversees the performance of its required administrative services and professional services rendered by others, which will

include (but are not limited to) accounting, payment of our expenses, legal, compliance, operations, technology and investor relations,

preparation and filing of its tax returns, and preparation of financial reports provided to our stockholders and filed with the SEC.

On February 12, 2026, the Board approved an additional one-year term

of the Administration Agreement through March 15, 2027.

We reimburse the Administrator for its costs

and expenses incurred in performing its obligations under the Administration Agreement, which may include its allocable portion of office

We reimburse the Administrator for its costs and

expenses incurred in performing its obligations under the Administration Agreement, which may include its allocable portion of office

facilities, overhead, and compensation paid to or compensatory distributions received by its officers (including our Chief Compliance

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by either party with 60 days’ written notice.

Since the inception of the Company, the Administrator has engaged sub-administrators

to assist the Administrator in performing certain of its administrative duties.

During this period, the Administrator has not sought reimbursement

of its expenses other than expenses incurred by the sub-administrators.

However, the Administrator has a contractual right to seek reimbursement

for its costs and expenses incurred in performing its obligations under the Administration Agreement and may do so in the future.

28, 2023, the Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration agreement.

Under the terms of the sub-administration

agreement, Ultimus Fund Solutions, LLC provides fund administration and fund accounting services.

Since March 28, 2023, the Company has

paid fees to Ultimus Fund Solutions, LLC, which constitute reimbursable expenses under the Administration Agreement.

The Administrator

may enter into additional sub-administration agreements with third parties to perform other administrative and professional services on

behalf of the Administrator.

Since the inception of the Company, the Administrator

has engaged sub-administrators to assist the Administrator in performing certain of its administrative duties.

During this period, the

Administrator has not sought reimbursement of its expenses other than expenses incurred by the sub-administrators.

However, the Administrator

has a contractual right to seek reimbursement for its costs and expenses incurred in performing its obligations under the Administration

Agreement and may do so in the future.

On March 28, 2023, the Administrator engaged Ultimus Fund Solutions, LLC under a sub-administration

Under the terms of the sub-administration agreement, Ultimus Fund Solutions, LLC provides fund administration and fund accounting

Since March 28, 2023, the Company has paid fees to Ultimus Fund Solutions, LLC, which constitute reimbursable expenses under

the Administration Agreement.

The Administrator may enter into additional sub-administration agreements with third parties to perform

other administrative and professional services on behalf of the Administrator.

Risk Management

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An eligible portfolio company is defined in the 1940 Act as any issuer which:

(a) is organized under the laws

of, and has its principal place of business in, the United States;

(b) is not an investment company

(other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain

exclusions under the 1940 Act;

(i) does not have any class of

securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to

a $250 million market capitalization maximum;

(ii) 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, the BDC has an affiliated person who is a director of the eligible portfolio company.

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

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

satisfies either of the following:

does not have any class of securities listed on a national securities exchange or has any class of securities listed on a national securities exchange subject to a $250 million market capitalization maximum;

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, the BDC has an affiliated person who is a director of the eligible portfolio company.

Securities of any eligible portfolio company which we control.

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and/or issue senior unsecured notes in the future in order to finance our investments.

As of December 31, 2024, we had $858 million of

indebtedness outstanding under our credit facilities and senior unsecured notes.

See “ Risk Factors — Risks Relating

to Our Business and Structure — Provisions in our credit facilities and our senior unsecured notes contain various covenants,

which, if not complied with, could accelerate our repayment obligations under such facilities, thereby materially and adversely affecting

our liquidity, financial condition, results of operations and ability to pay distributions.

As of December 31, 2025, we had $1,130 million

of indebtedness outstanding under our credit facilities and senior unsecured notes.

See “ Risk Factors — Risks

Relating to Our Business and Structure — Provisions in our credit facilities and our senior unsecured notes contain various

covenants, which, if not complied with, could accelerate our repayment obligations under such facilities, thereby materially and adversely

affecting our liquidity, financial condition, results of operations and ability to pay distributions.

We will be permitted, under specified conditions,

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we may raise $200 from borrowing and issuing senior securities.

We currently intend to target

asset coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on

market conditions.

In addition, while any senior securities remain outstanding, we must make provisions to prohibit any distribution to

our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios 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.

Regulations governing our operations as a BDC will affect our ability to raise, and the method of raising, additional

capital, which may expose us to risks.

We currently target asset coverage of 200% to

180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on market conditions.

while any senior securities remain outstanding, we must make provisions to prohibit any distribution to our stockholders or the repurchase

of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase.

also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage.

governing our operations as a BDC will affect our ability to raise, and the method of raising, additional capital, which may expose us

Codes of Ethics

We and our Advisor have adopted a code of ethics pursuant to Rule 17j-1 under

the 1940 Act that establishes procedures for personal investments and restricts certain personal securities transactions.

Personnel subject

to the joint code 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 code’s requirements.

In addition, we have adopted a code of ethics

applicable to our Principal Executive Officer, Principal Accounting Officer and senior financial officers pursuant to Section 406 of the

Sarbanes-Oxley Act of 2002.

You may review or download the codes of ethics from the SEC’s Edgar database as part of our filings

under www.sec.gov, or by written request to the following:

Chief Compliance Officer, Kayne Anderson, 717 Texas Avenue, Suite 2200, Houston,

We and our Advisor have adopted a code of ethics

pursuant to Rule 17j-1 under the 1940 Act that establishes procedures for personal investments and restricts certain personal

securities transactions.

Personnel subject to the joint code 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 code’s requirements.

In addition, we have adopted a code of ethics applicable to our Principal Executive Officer, Principal Accounting Officer and senior financial

officers pursuant to Section 406 of the Sarbanes-Oxley Act of 2002.

You may review or download the codes of ethics from the SEC’s

Edgar database as part of our filings under www.sec.gov, or by written request to the following:

Chief Compliance Officer, Kayne Anderson,

717 Texas Avenue, Suite 2200, Houston, TX 77002.

Compliance Policies and Procedures

51 unchanged sentences

These policies and procedures

will be reviewed periodically by our Advisor and, subsequent to our election to be regulated as a BDC, our non-interested directors,

and, accordingly, are subject to change.

For purposes of these Proxy Voting Policies and Procedures described below, “we”

“our” and “us” refers to our Advisor.

will be reviewed periodically by our Advisor and our non-interested directors, and, accordingly, are subject to change.

purposes of these Proxy Voting Policies and Procedures described below, “we” “our” and “us” refers

to our Advisor.

An investment advisor registered under the Advisers

562 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business