What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-02-28 compared with 2023-03-10 · 54 added, 39 removed, 49 unchanged (65% of the section changed)

2 unchanged sentences

Market Information

There is currently no public

market for our common stock, nor can we give any assurance that one will develop.

As of the date hereof, none of our shares of common

stock are subject to outstanding options or warrants, nor do we have any outstanding equity that is convertible into shares of our common

Our common stock began trading on the New York Stock Exchange (“NYSE”)

on January 18, 2024 under the symbol “PSBD” in connection with our IPO, which closed on January 22, 2024.

Prior to our IPO,

the shares of our common stock were offered and sold in transactions exempt from registration under the Securities Act.

As such, there

was no public market for shares of our common stock during the year ended December 31, 2023.

As of the date hereof, none

of our shares of common stock are subject to outstanding options or warrants, nor do we have any outstanding equity that is convertible

into shares of our common stock.

In addition, as of the date hereof, we have not granted any registration rights to any of our stockholders.

No stock has been authorized

for issuance under any equity compensation plans.

As of February 28, 2023, we had

215 record holders of our common stock.

No stock has been authorized for issuance under any equity compensation plans.

As of February 28, 2024, we had 228 record holders of our common stock.

This number does not include stockholders for whom shares are held in “nominee” or “street name.”

Distributions

The following table

reflects the distributions declared on shares during the fiscal year ended December 31, 2022:

The following table reflects

the distributions declared on shares during the fiscal year ended December 31, 2023:

Distributions

2 unchanged sentences

Distributions

The following table reflects

the distributions declared on shares during the fiscal year ended December 31, 2021:

Distributions

Distribution Reinvestment Plan

6 unchanged sentences

receiving cash dividends and distributions.

Prior to a Listing, the Board

will use newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan.

The number of shares of

common stock to be issued to a participant prior to a Listing would be equal to the quotient determined by dividing the cash value of

Prior to the IPO, the Board

primarily used newly-issued shares of the Company’s common stock to implement the dividend reinvestment plan.

The number of shares

of common stock to be issued to a participant prior to the IPO would be equal to the quotient determined by dividing the cash value of

the dividend payable to such stockholder by the net asset value per share as of the date such dividend was declared.

After a Listing, the Board

intends to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price

per share at, below or above net asset value.

However, the Board reserves the right to purchase shares in the open market in connection

with the implementation of the dividend reinvestment plan.

The Board will examine the full facts and circumstances of each such dividend

to determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment

plan) that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including

by weighing the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s

need and usage of reinvested funds.

The number of newly issued shares to be issued to a participant would be determined by dividing the

total dollar amount of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the

close of regular trading on a national securities exchange on the dividend payment date.

Shares purchased in open market transactions

by US Bank, the plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated

to a participant based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s

common stock purchased with respect to the dividend.

After the IPO, the Board intends

to primarily use newly-issued shares to implement the dividend reinvestment plan, whether or not the shares are trading at a price per

share at, below or above net asset value.

However, the Board reserves the right to purchase shares in the open market in connection with

the implementation of the dividend reinvestment plan.

The Board will examine the full facts and circumstances of each such dividend to

determine the approach (i.e., to use newly issued shares or effectuate open market purchases to implement the dividend reinvestment plan)

that is in the best interests of stockholders taking into account the Board’s fiduciary duties to stockholders, including by weighing

the potential dilution in connection with such issuance to be incurred by the Company’s stockholders against the Company’s

need and usage of reinvested funds, and, if we use newly issued shares to implement the dividend reinvestment plan at a time when the

shares are trading at a price below NAV, the stockholders’ receipt of fewer shares than they would have if we had effectuated open

market purchases.

The number of newly issued shares to be issued to a participant would be determined by dividing the total dollar amount

of the dividend payable to such stockholder by the market price per share of the Company’s common stock at the close of regular

trading on a national securities exchange on the dividend payment date.

Shares purchased in open market transactions by Equiniti, the

plan administrator and the Company’s transfer agent, registrar and dividend disbursing agent, will be allocated to a participant

based upon the average purchase price, excluding any brokerage charges or other charges, of all shares of the Company’s common stock

purchased with respect to the dividend.

A registered stockholder may

elect to receive an entire distribution in cash by notifying US Bank in writing so that such notice is received by the plan administrator

elect to receive an entire distribution in cash by notifying Equiniti in writing so that such notice is received by the plan administrator

no later than the record date for distributions to stockholders.

18 unchanged sentences

their accounts under the plan by so notifying the plan administrator by submitting a letter of instruction terminating the participant’s

account under the plan to US Bank.

account under the plan to Equiniti.

The plan may be terminated by the Company upon notice in writing mailed to each participant at least

6 unchanged sentences

Stockholders can obtain additional

information about the dividend reinvestment plan by contacting US Bank via telephone at 1-866-775-9668 or by mailing a request to U.S.

Bank National Association, One Federal Street, 3rd Floor, Boston, Massachusetts 02110.

information about the dividend reinvestment plan by contacting Equiniti via telephone at (877) 248-6417 or by mailing a request to Equiniti

Trust Company, LLC, 55 Challenger Rd, Ridgefield Park, NJ 07660.

Recent sales of Unregistered Securities

During the year ended December

31, 2022, the Company issued and sold 1,716,297 shares of its common stock at an aggregate purchase price of approximately $29.2 million.

The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2)

and Rule 506(b) of Regulation D thereof.

During the year ended December 31, 2023, the Company issued and sold

2,816,166 shares of its common stock at an aggregate purchase price of approximately $46.7 million.

These amounts include shares issued

in reinvestment.

The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant

to Section 4(a)(2) and Rule 506(b) of Regulation D thereof.

The Company relied, in part, upon representations that each investor was an

accredited investor as defined in Regulation D under the Securities Act.

The Company did not engage in solicitation or advertising, and

did not offer securities to the public, in connection with such issuances and sales.

Not applicable.

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 5. Market for Registrant’s Common Equity