Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
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.
Holders
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, 2023:
Declaration
Date
Record
Date
Per
Share
Payment
Date
Total
Distributions
Declared
5/16/2023
5/17/2023
$ 0.520
5/18/2023
$ 13,183,368
8/14/2023
8/15/2023
0.540
8/16/2023
13,928,820
9/29/2023
9/29/2023
0.560
10/17/2023
14,678,378
12/20/2023
12/21/2023
0.535
12/22/2023
14,277,719
$ 56,068,285
The following table reflects
the distributions declared on shares during the fiscal year ended December 31, 2022:
Declaration
Date
Record
Date
Per
Share
Payment
Date
Total
Distributions
Declared
5/12/2022
5/17/2022
$ 0.370
5/18/2022
$ 8,439,969
8/11/2022
8/16/2022
0.440
8/17/2022
10,147,434
11/10/2022
11/15/2022
0.440
11/16/2022
10,284,466
12/30/2022
12/30/2022
0.640
1/17/2023
15,183,248
$ 44,055,117
The following table reflects
the distributions declared on shares during the fiscal year ended December 31, 2021:
Declaration
Date
Record
Date
Per
Share
Payment
Date
Total
Distributions
Declared
5/13/2021
5/18/2021
$ 0.31
5/19/2021
$ 4,050,180
8/12/2021
8/17/2021
0.25
8/18/2021
3,738,707
11/12/2021
11/16/2021
0.17
11/17/2021
3,713,626
12/30/2021
12/31/2021
0.65
1/19/2022
14,449,980
$ 25,952,493
Distribution Reinvestment Plan
The Company has adopted a
dividend reinvestment plan that provides for reinvestment of its dividends and other distributions on behalf of the Company’s stockholders,
unless a stockholder elects to receive cash. As a result, if the Company’s Board authorizes, and the Company declares, a cash dividend
or other distribution, then stockholders who do not “opt out” of the Company’s dividend reinvestment plan will have
their cash dividends and distributions automatically reinvested in additional shares of the Company’s common stock, rather than
receiving cash dividends and distributions.
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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 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 Equiniti in writing so that such notice is received by the plan administrator
no later than the record date for distributions to stockholders. The plan administrator will set up an account for shares acquired through
the plan for each stockholder who has not elected to receive dividends or other distributions in cash and hold such shares in noncertificated
form.
There will be no brokerage
charges or other charges to stockholders who participate in the plan. The plan administrator’s fees are paid by the Company.
Stockholders who receive dividends
and other distributions in the form of stock are generally subject to the same U.S. federal, state and local tax consequences as are stockholders
who elect to receive their distributions in cash. However, since a participating stockholder’s cash dividends will be reinvested,
such stockholder will not receive cash with which to pay any applicable taxes on reinvested dividends. A stockholder’s basis for
determining gain or loss upon the sale of stock received in a dividend or other distribution from the Company will generally be equal
to the total dollar amount of the distribution payable to the stockholder. Any stock received in a dividend or other distribution will
have a new holding period for tax purposes commencing on the day following the day on which the shares are credited to the U.S. stockholder’s
account.
Participants may terminate
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 Equiniti. The plan may be terminated by the Company upon notice in writing mailed to each participant at least
30 days prior to any record date for the payment of any dividend by the Company.
If participants withdraw from
the plan or the plan is terminated, the plan administrator will cause the shares held for the participant under the plan to be delivered
to the participant. If an investor holds common stock with a brokerage firm that does not participate in the plan, such investor will
not be able to participate in the plan and any dividend reinvestment may be affected on different terms than those described above.
Stockholders can obtain additional
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, 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.
ITEM 6. [Reserved]
Not applicable.
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