F
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2024
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 814-01387

 Commonwealth Credit Partners BDC I, Inc.
 (Exact name of registrant as specified in its charter)

 Delaware

 86-3335466

 (State or Other Jurisdiction of
Incorporation or Organization)

 (I.R.S. Employer
Identification No.)

 360 S Rosemary Avenue, Suite 1700,
 West Palm Beach, FL

 33401

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 561) 727-2000
 (Registrant's telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading
 Symbol(s)

 Name of each exchange
 on which registered

 None

 None

 None

 Securities registered pursuant to Section 12(g) of the Act:
 Common Stock, par value $0.001 per share

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 As of June 30, 2024, there was currently no established public market for the registrant's shares of common stock. There were 582,249 issued and outstanding shares of the issuer's common stock, $.001 par value per share, on March 12, 2025.
 Documents Incorporated by Reference: None

 Auditor Firm ID: 00042 Auditor Name: Ernst & Young LLP Auditor Location: Miami, Florida

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 Forward Looking Statements
 Statements contained in this Annual Report on Form 10-K (the "Annual Report") (including those relating to current and future market conditions and trends in respect thereof) that are not historical facts are based on current expectations, estimates, projections, opinions and/or beliefs of Commonwealth Credit Partners BDC I, Inc. (the "Company"). Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. Certain information contained in this Annual Report constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "seek," "expect," "anticipate," "project," "estimate," "intend," "continue," "target," or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond the Company's control and are difficult to predict, that could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors the Company identifies in the section entitled "Item 1A. Risk Factors" and elsewhere in this Annual Report and in the Company's filings with the Securities and Exchange Commission ("SEC").
 Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, some of those assumptions are based on the work of third parties and any of those assumptions could prove to be inaccurate; as a result, the forward-looking statements based on those assumptions also could prove to be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Annual Report should not be regarded as a representation by us that the Company's plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled "Item 1A. Risk Factors" and elsewhere in this Annual Report. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this Annual Report. The Company does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"), which preclude civil liability for certain forward-looking statements, do not apply to the forward-looking statements in this Annual Report because the Company is an investment company.
 Summary of Risk Factors
 The following is a summary of the principal risks that you should carefully consider before investing in the Company. Further details regarding each risk in the below summary can be found below.
 • We have a limited operating history.

 • Global economic, political and market conditions, including downgrades of the U.S. credit rating, Russia's invasion of Ukraine and the Israel-Hamas conflict, may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.

 • A renewed disruption in the capital markets and the credit markets could adversely affect our business.

 • There is uncertainty as to the value of our portfolio investments because most of our investments are, and may continue to be, in private companies and recorded at fair value. In addition, the fair values of our investments are determined by Commonwealth Credit Advisors LLC (the "Investment Adviser"), subject to oversight by our Board of Directors ("Board"), in accordance with our valuation policy.

 • Our ability to achieve our investment objective depends on key investment personnel of the Investment Adviser. If the Investment Adviser were to lose any of its key investment personnel, our ability to achieve our investment objective could be significantly harmed.

 • We do not expect to replicate the historical performance of other entities managed or supported by Comvest Credit Managers, LLC, Comvest Capital Advisors, LLC and Comvest Credit Advisors LLC (collectively, "Comvest Partners").

 • We operate in a highly competitive market for investment opportunities and may not be able to compete effectively.

 • Our business, results of operations and financial condition depend on our ability to manage future growth effectively.

 • We may borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us.

 • If we are unable to comply with the covenants or restrictions in our borrowings, our business could be materially adversely affected.

 • We may need to raise additional capital to grow.

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

 • We are subject to risks associated with artificial intelligence and machine learning technology.

 • We, our wholly-owned direct subsidiaries and the Investment Adviser may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.

 Item 1. Business.
 Commonwealth Credit Partners BDC I, Inc. ("we," "us," "our," or the "Company") is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"), and has elected to be treated for U.S. federal income tax purposes and intends to qualify annually as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Company was formed on January 15, 2021 (Inception Date) as a Delaware corporation. The Company commenced investment operations on August 17, 2021.
 The Company has established CCP BDC Blocker I, LLC, CCP BDC Blocker II, LLC, and CCP Blocker III, LLC, wholly-owned direct subsidiaries. These subsidiaries allow the Company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code.
 On February 7, 2022, the Company established CCP BDC California LLC, a California limited liability company that is a disregarded entity for tax purposes, which has been established to acquire investments in the State of California, as required by California law.
 During any time that our underlying assets are considered for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of the Code, to be assets of employee benefit plans and other plans that purchase our shares (the "Common Stock" or "Shares"), our investments and the activities of the Investment Adviser (as defined below) will be subject to and, in certain cases, limited by, such laws. Accordingly, all investors should carefully read "ERISA Considerations."
 The Investment Adviser
 Commonwealth Credit Advisors LLC (the "Investment Adviser") manages the Company's investment activities. The Investment Adviser is a Delaware limited liability company that is registered as an investment adviser with the Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Investment Adviser manages our day-to-day operations and provides us with investment advisory and management services pursuant to the investment advisory and management agreement (the "Investment Advisory Agreement") by and between the Investment Adviser and us. In particular, the Investment Adviser is responsible for identifying investment opportunities, conducting research and due diligence on prospective investments, structuring our investments and monitoring and servicing our investments. Furthermore, pursuant to the Investment Advisory Agreement, the Investment Adviser may also provide certain administrative services to the Company not otherwise provided by the Administrator (as defined below).
 The Investment Adviser is an affiliate of Comvest Credit Managers, LLC, Comvest Capital Advisors, LLC and Comvest Credit Advisors LLC (collectively, "Comvest Partners"), which manages the Comvest Credit Partners family of private funds. The Investment Adviser has entered into a Resource Sharing Agreement (the "Resource Sharing Agreement") with Comvest Credit Advisors LLC, pursuant to which Comvest Credit Advisors LLC provides the Investment Adviser with investment professionals and access to the resources of Comvest Partners so as to enable the Investment Adviser to fulfill its obligations under the Investment Advisory Agreement. Through the Resource Sharing Agreement, the Investment Adviser capitalizes on the deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Comvest Partners' investment professionals. There can be no assurance that Comvest Partners will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days' notice, which if terminated may have a material adverse consequence on the Company's operations.
 The Administrator
 Commonwealth Credit Advisors LLC (the "Administrator"), also provides administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement with the Administrator (the "Administration Agreement"), the Administrator performs, or oversees the performance of, our required administrative services, which includes being responsible for the financial records which we are required to maintain and preparing reports to our Stockholders and reports filed with the SEC and providing the services of our chief financial officer and their respective staffs. In addition, the Administrator assists us in determining and publishing our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our Stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administrator may also provide on our behalf managerial assistance to our portfolio companies.

 Because (i) "benefit plan investors", as defined in Section 3(42) of ERISA, and any regulations promulgated thereunder ("Benefit Plan Investors"), currently hold 25% or more of our outstanding shares, and (ii) our shares are not listed on a national securities exchange, our Administrator outsources certain administrative functions, including those relating to the valuation of our investment portfolio to one or more unaffiliated third-parties ("Valuation Agents") to independently value our investments, in consultation with the Investment Adviser. In addition, our Administrator is not entitled to reimbursement for our allocable portion of the compensation of, or other expenses pertaining to, any personnel employed by the Administrator or any of its affiliates that may perform services for us, including our chief financial officer and their respective staffs. Nor is the Administrator entitled to reimbursement for our allocable portion of its overhead expenses. In the event (i) Benefit Plan Investors do not hold 25% or more of our outstanding shares, or (ii) our shares are listed on a national securities exchange, we will reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us, including the compensation of our chief financial officer and their respective staffs.
 Competition
 We compete for investments with a number of BDCs and investment funds (including private equity and hedge funds), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. We believe we are able to be competitive with these entities primarily on the basis of the experience and contacts of our management team, our responsive and efficient investment analysis and decision-making processes, the investment terms we offer, the model that we employ to perform our due diligence and our model of investing in companies and industries we know well.
 We believe that some of our competitors may make investments with interest rates and returns that are comparable to or lower than the rates and returns that we target. Therefore, we do not seek to compete based primarily on the interest rates we may offer to potential portfolio companies. For additional information concerning the competitive risks we face, see Item 1A.—Risk Factors in this Annual Report.
 Investment Objective and Strategy
 Our investment objective is to generate current income and capital appreciation primarily by investing in middle-market companies with annual earnings generally between $10 million and $50 million before earnings, interest, taxes, depreciation and amortization ("EBITDA"). Targeted borrowers operate within a wide range of industries, although we focus on industries in which the Investment Adviser and its affiliates have experience and access to operating resources. Borrowers may be both sponsored (private-equity owned) businesses and non-sponsored businesses and are expected to be predominantly privately owned businesses.
 We target investments primarily structured as senior secured credit facilities and, to a lesser extent, junior credit facilities. The Investment Adviser seeks collateral packages in connection with the Company's secured investments that generally include liens on the borrower's assets and a pledge of the borrower's stock. In addition, the Company seeks investment structures that include covenant packages that measure the borrower's key performance metrics. Loans will typically mature in three to five years and may contain scheduled amortization payments and/or mandatory excess cash flow payments to reduce exposure and risk over the life of the investment.

 Certain Limitations on Investments
 Our underlying assets are considered for purposes of ERISA and Section 4975 of the Code to be assets of certain employee benefit plans and other plans that purchase shares. For as long as our assets are considered to be plan assets of such plans, our investments and the activities of the Investment Adviser will be subject to and, in certain cases, limited by, such laws. Accordingly, all investors should carefully read "ERISA Considerations."
 Exit Strategies/Refinancing
 We expect to exit our investments typically through one of four scenarios: (i) the sale of the portfolio company itself, resulting in repayment of all outstanding debt, (ii) the recapitalization of the portfolio company in which our loan is replaced with debt or equity from a third party or parties (in some cases, we may choose to participate in the newly issued loan(s), (iii) the repayment of the initial or remaining principal amount of our loan then outstanding at maturity or (iv) our sale of the debt investment. In some investments, there may be scheduled amortization of some portion of our loan which would result in a partial exit of our investment prior to the maturity of the loan.

 Valuation of Portfolio Investments
 At all times consistent with accounting principles generally accepted in the United States of America ("GAAP"), the 1940 Act and ERISA, if applicable, we will conduct a valuation of our assets, pursuant to which our net asset value is determined.
 We value our assets on a quarterly basis, or more frequently if required under the 1940 Act. For purposes of the 1940 Act, the Company's Board of Directors ("Board") has designated the Investment Adviser as the Company's "valuation designee" under Rule 2a-5 under the 1940 Act (the "Valuation Designee"). The Board provides oversight of the Investment Adviser's fair value determinations of the Company's portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded and those whose market prices are not readily available. Security transactions are accounted for on a trade date basis. Because (i) Benefit Plan Investors hold 25% or more of our outstanding shares, and (ii) our shares are not listed on a national securities exchange, one or more independent valuation firms (each a "Valuation Agent") are engaged to independently value our investments, in consultation with the Investment Adviser. Our quarterly valuation procedures, which are the procedures that are followed by such Valuation Agent, are set forth in more detail below:
 (1) Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.
 (2) Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi-step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.
 a. Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, to ensure that the quote obtained is representative of fair value in accordance with GAAP and, if so, the quote is used. If the Valuation Agent is unable to sufficiently validate the quote(s) internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
 b. For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following:
 i. Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- 5% or if the spread between the bid and ask for a quote is greater than 10%, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value; and
 ii. Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals at the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly
 portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals at the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
 (3) Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:
 a. Each portfolio company or investment is initially valued by personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; and
 b. Preliminary valuation conclusions will then be documented and discussed with the Company's senior management.
 For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.

 The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.
 In the event Benefit Plan Investors do not hold 25% or more our outstanding shares, or our shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Valuation Agent, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our Board.
 For all valuations, the valuation committee of our Board (the "Valuation Committee"), which consists solely of directors who are not "interested persons" of us, as such term is used under the 1940 Act (the "Disinterested Directors"), will review these preliminary valuations and our Board, a majority of whom are Disinterested Directors, will discuss the Investment Adviser's valuations; provided, however, because our assets from time to time may be, and are presently, treated as "plan assets" for purposes of ERISA, the Valuation Agent will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and our Board, and our Board, absent manifest error, will accept such valuations prepared by the Valuation Agent in accordance therewith.
 Regulation as a Business Development Company
 A BDC must be organized in the United States for the purpose of investing in or lending to primarily private companies and making significant managerial assistance available to them. As with other companies regulated by the 1940 Act, a BDC must adhere to certain substantive regulatory requirements.
 Governance
 The Company is a corporation and, as such, is governed by a board of directors. The directors are subject to removal by holders of a majority of the Company's outstanding voting securities. The 1940 Act requires that a majority of the Company's directors be persons other than "interested persons," as that term is defined in the 1940 Act. In addition, the 1940 Act provides that the Company may not change the nature of its business so as to cease to be, or to withdraw its election as, a BDC unless approved by the holders of a majority of the outstanding voting securities.
 1940 Act Ownership Restrictions
 The Company does not intend to acquire securities issued by any investment company that exceed the limits imposed by the 1940 Act. Under these limits, except for registered money market funds, a BDC generally cannot acquire more than 3% of the voting stock of any investment company, invest more than 5% of the value of its total assets in the securities of one investment company or invest more than 10% of the value of its total assets in the securities of investment companies in the aggregate. Subject to certain exemptive rules, including Rule 12d1-4, the Company may, subject to certain conditions, invest in other investment companies in excess of such thresholds.
 Qualifying Assets
 We may invest up to 100% of our assets in securities acquired directly from, and/or loans originated directly to, issuers in privately-negotiated transactions.
 Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made and after giving effect to such acquisition, qualifying assets represent at least 70% of the BDC's total assets. The principal categories of qualifying assets relevant to the Company's business are the following:
 • Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an "eligible portfolio company" (as defined in the 1940 Act), or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC. An eligible portfolio company is defined in the 1940 Act as any issuer which:

 • 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 Company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

 • satisfies any of the following:

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

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

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

 • Securities of any eligible portfolio company that the Company controls.

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

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

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

 • Cash, cash equivalents, "U.S. Government securities" (as defined in the 1940 Act) or high-quality debt securities maturing in one year or less from the time of investment.

 As of December 31, 2024, 4.50% of our total assets were non-qualifying assets. As of December 31, 2023, 4.32% of our total assets were non-qualifying assets.
 Limitations on Leverage
 As a BDC, we are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions.
 Managerial Assistance
 A BDC must have been organized and have its principal place of business in the United States and must be operated for the purpose of making investments in the types of securities described in "Qualifying Assets" above. However, in order to count portfolio securities as "qualifying assets" for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together one of the other persons in the group makes available such managerial assistance. Making available significant managerial assistance means, among other things, any arrangement whereby the BDC, through its directors, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company through monitoring of portfolio company operations, selective participation in board and management meetings, consulting with and advising a portfolio company's officers or other organizational or financial guidance. As part of our ongoing relationship with portfolio companies, our investment team monitors the financial trends of each portfolio company and its respective industry to assess the appropriate course of action for each investment.
 Temporary Investments
 As a BDC, pending investment in other types of "qualifying assets," as described above, our investments may consist of cash, cash equivalents, U.S. Government securities or high-quality debt securities maturing in one year or less from the time of investment, which are referred to, collectively, as temporary investments, such that at least 70% of our assets are qualifying assets. Typically, we will invest in highly rated commercial paper, U.S. Government agency notes, U.S. Treasury bills or in repurchase agreements relating to such securities that are fully collateralized by cash or securities issued by the U.S. Government or its agencies. A repurchase agreement involves the purchase by a Stockholder, such as the Company, of a specified security and the simultaneous agreement by

 the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, certain diversification tests in order to qualify as a RIC for federal income tax purposes will typically require us to limit the amount we invest with any one counterparty.
 Senior Securities
 As a corporation, the Company will be permitted, under specified conditions, to issue multiple classes of indebtedness and one class of stock senior to its common stock if the Company's asset coverage, as defined in the 1940 Act, is at least equal to 150% for indebtedness and 200% for preferred equity immediately after each such issuance. In addition, while any preferred stock or publicly traded debt securities are outstanding, the Company may be prohibited from making distributions to its Stockholders or the repurchasing of such securities or shares unless it meets the applicable asset coverage ratios at the time of the distribution or repurchase.
 The Company may also borrow amounts up to 5% of the value of its total assets for temporary purposes without regard to asset coverage. For a discussion of the risks associated with leverage, see "Item 1A. Risk Factors." The 1940 Act imposes limitations on a BDC's issuance of preferred shares, which are considered "senior securities" subject to the 200% asset coverage requirement described above. In addition, (i) preferred shares must have the same voting rights as the common Stockholders (one share one vote); and (ii) preferred Stockholders must have the right, as a class, to appoint directors to the Board.
 Code of Ethics
 As a BDC, the Company and the Investment Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that may be purchased or held by the Company, so long as such investments are made in accordance with the code's requirements.
 Anti-Takeover Measures
 State corporate law as well as the Company's Certificate of Incorporation and bylaws include provisions that could have the effect of limiting the ability of other entities or persons to acquire control of the Company by means of a tender offer, proxy contest or otherwise or to change the composition of the Company's Board. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company to negotiate first with the Board. These measures, however, may delay, defer or prevent a transaction or a change in control that might otherwise be in the best interests of the Company's Stockholders and could have the effect of depriving Stockholders of an opportunity to sell their Shares at a premium over prevailing market prices. Such attempts could have the effect of increasing the Company's expenses and disrupting its normal operation. Unless or until the consummation of an initial public offering ("IPO"), the Company will continue its investment activities and operations as a privately held BDC whose shares are subject to transfer restrictions as further described in "Item 11. Description of Registrant's Securities to be Registered—Transferability of Shares." Accordingly, these anti-takeover measures will have limited practical effect until such time as the Company consummates an IPO.
 Compliance Policies and Procedures and Other Considerations
 As a BDC, the Company will not generally be able to issue and sell its common stock at a price below net asset value per share. It may, however, issue and sell its common stock, at a price below the current net asset value of the common stock, or issue and sell warrants, options or rights to acquire such common stock, at a price below the current net asset value of the common stock, if the Company's Board determines that such sale is in the Company's best interest and in the best interests of its Stockholders, and its Stockholders have approved the policy and practice of making such sales within the preceding 12 months. In any such case, the price at which the securities are to be issued and sold may not be less than a price that, in the determination of the Board, closely approximates the market value of such securities.
 As a BDC, the Company expects to be periodically examined by the SEC for compliance with the 1940 Act.
 As a BDC, the Company is required to provide and maintain a bond issued by a reputable fidelity insurance company to protect the Company against larceny and embezzlement.
 The Investment Adviser has relief from registration with the U.S. Commodity Futures Trading Commission ("CFTC") as a commodity pool operator ("CPO") with respect to the Company, and the Investment Adviser is exempt from registration with the

 CFTC as a commodity trading advisor ("CTA") with respect to the Company and will therefore not be required to provide Stockholders with certified annual reports and other disclosure documents that satisfy the requirements of CFTC rules applicable to registered CPOs and CTAs.
 The Company and the Investment Adviser have implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws. As a BDC, the Company will be required to review these compliance policies and procedures annually for their adequacy and effectiveness of implementation and designate a chief compliance officer to be responsible for administering the policies and procedures.
 Sarbanes-Oxley Act of 2002
 The Sarbanes-Oxley Act imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect the Company. For example:
 • pursuant to Rule 13a-14 of the Exchange Act, the Chief Executive Officer and Chief Financial Officer must certify the accuracy of the financial statements contained in the Company's periodic reports;

 • pursuant to Item 307 of Regulation S-K, the Company's periodic reports must disclose the Company's conclusions about the effectiveness of the Company's disclosure controls and procedures;

 • pursuant to Rule 13a-15 of the Exchange Act, the Company's management must prepare an annual report regarding its assessment of the Company's internal control over financial reporting and (once the Company ceases to be an emerging growth company under the JOBS Act or, if later, for the year following the Company's first annual report required to be filed with the SEC) must obtain an audit of the effectiveness of internal control over financial reporting performed by the Company's independent registered public accounting firm; and

 • pursuant to Item 308 of Regulation S-K and Rule 13a-15 of the Exchange Act, the Company's periodic reports must disclose whether there were significant changes in the Company's internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 The Sarbanes-Oxley Act requires the Company to review the Company's current policies and procedures to determine whether the Company will comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder. The Company will continue to monitor the Company's compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that the Company is in compliance therewith.
 Proxy Voting Policies and Procedures
 The Company has delegated proxy voting responsibility to the Investment Adviser. As a fiduciary, the Investment Adviser has a duty to monitor corporate events and to vote proxies (in accordance with applicable law, including ERISA), as well as a duty to cast votes in the best interest of the Company and not to subrogate Company interests to its own interests. To meet its fiduciary obligations, the Investment Adviser seeks to ensure that it votes proxies in the best interest of the Company, and the Investment Adviser's proxy voting policy addresses how the Investment Adviser will resolve any conflict of interest that may arise when voting proxies. The Investment Adviser's proxy voting policy attempts to generalize a complex subject and the Investment Adviser may, from time to time, determine that it is in the best interests of the Company to depart from specific policies described therein.
 The Investment Adviser is responsible for processing all proxy notifications received by the Investment Adviser. All proxy voting requests received are forwarded to the appropriate contact person at the Investment Adviser that is responsible for monitoring the issuer. The appropriate contact person at the Investment Adviser communicates the proxy voting decision to the Investment Adviser. The Investment Adviser shall keep a record of its proxy voting policies and procedures, proxy statements received and votes cast, in accordance with its record keeping policies. The trade operations department is responsible for maintaining records with respect to proxy voting.
 Reporting Obligations
 The Company is required to comply with periodic reporting requirements under the Exchange Act and will make available to Stockholders annual reports containing audited financial statements on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and such other reports as the Company determines to be appropriate or as may be required by law.

 Stockholder reports and other information about the Company are available by contacting the Company and on the EDGAR Database on the SEC's Internet site at  and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov.
 Taxation as a Regulated Investment Company
 We have elected to be treated and intend to comply with the requirements to qualify annually as a RIC under Subchapter M of the Code for each taxable year beginning with the year in which we became effective as a BDC. As a RIC, we generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that we timely distribute to our stockholders as dividends. Rather, dividends distributed by us generally are taxable to our stockholders, and any net operating losses, foreign tax credits and other tax attributes of ours generally do not pass through to our stockholders, subject to certain exceptions and special rules for certain items such as net capital gains and qualified dividend income recognized by us. Our taxable income includes the taxable income generated by us and certain of our subsidiaries, including CCP BDC California LLC, which are treated as disregarded entities for tax purposes.
 To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, to be eligible to be taxed as a RIC, we must timely distribute to our stockholders, for each taxable year, at least 90.0% of our "investment company taxable income", which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses (the "Annual Distribution Requirement").
 If we continue to qualify as a RIC and satisfy the Annual Distribution Requirement, we will not be subject to U.S. federal income tax on the portion of our net ordinary income or capital gains that is timely distributed (or is deemed to be timely distributed) to our stockholders. If we fail to qualify as a RIC, we will be subject to U.S. federal income tax at the regular corporate rates on our net ordinary income and capital gains.
 We will be subject to a 4.0% nondeductible U.S. federal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (1) 98.0% of our net ordinary income for each calendar year, (2) 98.2% of our capital gain net income for the one-year period ending October 31 in that calendar year and (3) any ordinary income and capital gain net income that we recognized in preceding years, but were not distributed during such years, and on which we did not pay corporate-level U.S. federal income tax (the "Excise Tax Avoidance Requirement"). While we intend to make distributions to our stockholders in each taxable year that will be sufficient to avoid any U.S. federal excise tax on our earnings, there can be no assurance that we will be successful in entirely avoiding this tax.
 In order to qualify as a RIC for U.S. federal income tax purposes, we must, among other things:
 • continue to qualify as a BDC under the 1940 Act at all times during each taxable year;

 • derive in each taxable year at least 90.0% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain "qualified publicly traded partnerships", or other income derived with respect to our business of investing in such stock or securities (the "90% Income Test"); and

 • diversify our holdings so that at the end of each quarter of the taxable year:

 • at least 50.0% of the value of our assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets or more than 10.0% of the outstanding voting securities of the issuer; and

 • no more than 25.0% of the value of our assets is invested in the securities, other than U.S. government securities or securities of other RICs, of: (1) one issuer, (2) two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses, or (3) certain "qualified publicly traded partnerships" (the "Diversification Tests").

 A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If our expenses in a given taxable year exceed our investment company taxable income, we would experience a net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent taxable years and such net operating losses do not pass through to its stockholders. In addition, deductible expenses can be used only to offset investment company taxable income, not net capital gains. A RIC may not use any net capital losses (that is, realized capital losses in excess of realized capital gains) to offset the RIC's investment company taxable income, but may carry forward such losses, and use them to offset future capital gains, indefinitely. In the event that a RIC were to experience an ownership change as defined under the Code, the RIC's capital loss carryforwards and other favorable tax attributes, if any, may be subject to limitation. Due to these limits on the deductibility of expenses and net capital losses,

 we may for federal income tax purposes have aggregate taxable income for several years that we are required to distribute and that is taxable to our stockholders even if such aggregate taxable income is greater than the aggregate net income we actually earned during those years.
 For federal income tax purposes, we are generally permitted to carry forward a net capital loss in any taxable year to offset our own capital gains, if any. These amounts are available to be carried forward to offset future capital gains to the extent permitted by the Code and applicable tax regulations. Any such loss carryforwards will retain their character as short-term or long-term. In the event that we were to experience an ownership change as defined under the Code, our capital loss carryforwards and other favorable tax attributes, if any, may be subject to limitation.
 Investments in debt securities that are rated below investment grade may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to distribute sufficient income to preserve our tax status as a RIC and minimize the extent to which we are subject to U.S. federal income tax.
 For U.S. federal income tax purposes, we may be required to include in our taxable income certain amounts that we have not yet received in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with warrants), we must include in our taxable income in each year the portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in our taxable income other amounts that we have not yet received in cash, such as accruals on a contingent payment debt instrument or deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. Because original issue discount or other amounts accrued will be included in our investment company taxable income for the year of accrual and before we receive any corresponding cash payments, we may be required to make a distribution to our stockholders in order to satisfy the Annual Distribution Requirement, even though we would not have received any corresponding cash payment.
 Accordingly, to enable us to satisfy the Annual Distribution Requirement, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous, we may need to raise additional equity or debt capital. We may need to forego new investment opportunities or we may otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business). If we are unable to obtain cash from other sources to enable us to satisfy the Annual Distribution Requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable state and local taxes).
 In general, we will be treated as having acquired a security with market discount if its stated redemption price at maturity (or, in the case of a security issued with original issue discount, its revised issue price) exceeds our initial tax basis in the security by more than a statutory de minimis amount. We will be required to treat any principal payments on, or any gain derived from the disposition of, any securities acquired with market discount as ordinary income to the extent of the accrued market discount, unless we make an election to accrue market discount on a current basis. If this election is not made, all or a portion of any deduction for interest expense incurred to purchase or carry a market discount security may be deferred until we sell or otherwise dispose of such security.
 We may be prevented by financial covenants contained in our debt financing agreements, if any, from making distributions to our stockholders. In addition, under the 1940 Act, we are generally not permitted to make distributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain "asset coverage" tests are met. See "Item 1. Business—Regulation as a Business Development Company—Senior Securities". Limits on distributions to our stockholders may prevent us from satisfying the Annual Distribution Requirement and, therefore, may jeopardize our qualification for taxation as a RIC or subject us to the 4.0% nondeductible U.S. federal excise tax.
 Although we do not presently expect to do so, we may borrow funds and sell assets in order to make distributions to our stockholders that are sufficient for us to satisfy the Annual Distribution Requirement.
 However, our ability to dispose of assets may be limited by (1) the illiquid nature of our portfolio and/or (2) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of assets in order to meet the Annual Distribution Requirement or the Excise Tax Avoidance Requirement, we may make such dispositions at times that, from an investment standpoint, are not advantageous.
 If we utilize leverage through the issuance of preferred shares or borrowings, we may be restricted by certain covenants with respect to the declaration of, and payment of, distributions on Shares in certain circumstances. Limits on our payments of distributions on Shares may prevent us from meeting the Annual Distribution Requirement and the Excise Tax Avoidance Requirement, and may,

 therefore, jeopardize our qualification for taxation as a RIC and possibly subject us to the 4% nondeductible U.S. federal excise tax. We endeavor to avoid restrictions on its ability to make distribution payments.
 Certain of our investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions; (ii) convert long-term capital gain into short-term capital gain or ordinary income; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us to recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities is deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that will not be qualifying income for purposes of the 90% income test described above. We will monitor our transactions and may make certain tax decisions in order to mitigate the potential adverse effect of these provisions.
 Foreign exchange gains and losses realized by us in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency option contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency are subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing and character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities (possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury Regulations, produce income not among the types of "qualifying income" from which a RIC must derive at least 90% of its annual gross income.
 Gain or loss realized by us from warrants acquired by us as well as any loss attributable to the lapse of such warrants generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term, depending on how long we held a particular warrant.
 Some of the income and fees that we may recognize, such as fees for providing managerial assistance, certain fees earned with respect to our investments, income recognized in a work-out or restructuring of a portfolio investment, or income recognized from an equity investment in an operating partnership, may not satisfy the 90% Income Test. In order to manage the risk that such income and fees might disqualify us as a RIC for a failure to satisfy 90% Income Test, we may be required to recognize such income and fees indirectly through one or more entities treated as corporations for U.S. federal income tax purposes. Such entities will be required to pay U.S. corporate income tax on their earnings, which ultimately will reduce our return on such income and fees.
 A portfolio company in which we invest may face financial difficulties that require us to work-out, modify or otherwise restructure our investment in the portfolio company. Any such transaction could, depending upon the specific terms of the transaction, result in unusable capital losses and future non-cash income. Any such transaction could also result in us receiving assets that give rise to income that is not qualifying income for purposes of the 90% Income Test, and we may need to hold such assets in a taxable subsidiary and pay federal and state income tax on income related to such assets.
 Failure to Qualify for Tax Treatment as a Regulated Investment Company
 If we fail to satisfy the 90% Income Test or the Diversification Tests for any taxable year or quarter of such taxable year, we may nevertheless continue to qualify as a RIC for such year if certain relief provisions of the Code apply (which may, among other things, require us to pay certain corporate-level U.S. federal income taxes or to dispose of certain assets). We cannot assure you that we would qualify for any such relief should we fail the 90% Income Test or the Diversification Tests.
 If we were unable to qualify for treatment as a RIC and such relief provisions did not apply to us, we would be subject to U.S. federal income tax on all of our taxable income at regular corporate rates (and any applicable state and local taxes), regardless of whether we make any distributions to our stockholders. Distributions would not be required. However, if distributions were made, any such distributions would be taxable to our stockholders as ordinary dividend income to the extent of our current and accumulated earnings and profits and, subject to certain limitations under the Code, such distributions may qualify for treatment as "qualified dividend income" eligible for the 20.0% maximum rate applicable to non-corporate taxpayers. Subject to certain limitations under the Code, corporate distributees would be eligible for the dividends-received deduction. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the stockholder's tax basis, and any remaining distributions would be treated as a capital gain.
 Subject to a limited exception applicable to RICs that qualified as such under Subchapter M of the Code for at least one year prior to disqualification and that requalify as a RIC no later than the second year following the non-qualifying year, we could be subject to tax on any unrealized net built-in gains in the assets held by us during the period in which we failed to qualify as a RIC that are recognized during the five-year period after our requalification as a RIC, unless we made a special election to pay corporate-level U.S. federal income tax on such built-in gain at the time of our requalification as a RIC. We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a corporation for a particular year would be in our best interests.

 ERISA Considerations
 The following summary of certain aspects of ERISA is based upon ERISA, judicial decisions, U.S. Department of Labor ("DOL") regulations and rulings in existence on the date hereof. This summary is general in nature and does not address every ERISA issue that may be applicable to us or a particular investor.
 The Investment Adviser does not currently intend to restrict ownership of shares by Benefit Plan Investors and, therefore, it is anticipated that Benefit Plan Investors will own (and do currently own), in the aggregate, in excess of 25% of the total value of shares. Accordingly, during such time that Benefit Plan Investors own 25% or more of the total value shares, our underlying assets will be considered "plan assets," as described below.
 General
 Persons who are fiduciaries with respect to a U.S. employee benefit plan or trust within the meaning of and subject to the provisions of ERISA (an "ERISA Plan"), an individual retirement account ("IRA") or a Keogh plan subject solely to the provisions of Section 4975 of the Code (an "Individual Retirement Fund") and entities which are deemed for purposes of ERISA to include the assets of ERISA Plans and Individual Retirement Funds (collectively with ERISA Plans and Individual Retirement Funds, "Plans") should consider, among other things, the matters described below before determining whether to invest in us. References hereinafter made to ERISA include parallel references to the Code.
 ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, avoidance of prohibited transactions and compliance with other standards. In determining whether a particular investment is appropriate for an ERISA Plan, DOL regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan's portfolio, taking into consideration whether the investment is designed reasonably to further the ERISA Plan's purposes, the risk and return factors of the potential investment, including the fact that the returns may be subject to U.S. federal tax as unrelated business taxable income, the portfolio's composition with regard to diversification, the liquidity and current return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan, the projected return of the total portfolio relative to the ERISA Plan's funding objectives, and the limitation on the rights of investors to redeem their shares. Before investing the assets of an ERISA Plan in us, a fiduciary should determine whether such an investment is consistent with its fiduciary responsibilities and the foregoing regulations. For example, a fiduciary should consider whether an investment in us may be too illiquid or too speculative for a particular ERISA Plan and whether the assets of the ERISA Plan would be sufficiently diversified. If a fiduciary with respect to any such ERISA Plan breaches its responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach.
 Plan Assets
 ERISA and applicable DOL regulations describe when the underlying assets of an entity in which Benefit Plan Investors invest are treated as "plan assets" for purposes of ERISA. Under ERISA, the term Benefit Plan Investors is defined to include an "employee benefit plan" that is subject to the provisions of Title I of ERISA, a "plan" that is subject to the prohibited transaction provisions of Section 4975 of the Code, and entities the assets of which are treated as "plan assets" by reason of investment therein by Benefit Plan Investors.
 Under ERISA, as a general rule, when an ERISA Plan invests assets in another entity, the ERISA Plan's assets include its investment, but do not, solely by reason of such investment, include any of the underlying assets of the entity. However, when an ERISA Plan acquires an "equity interest" in an entity that is neither: (a) a "publicly offered security"; nor (b) a security issued by an investment fund registered under the 1940 Act, then the ERISA Plan's assets include both the equity interest and an undivided interest in each of the underlying assets of the entity, unless it is established that: (i) the entity is an "operating company"; or (ii) the equity participation in the entity by Benefit Plan Investors is limited.
 Under ERISA, the assets of an entity will not be treated as "plan assets" if Benefit Plan Investors hold less than 25% (or such greater percentage as may be specified in regulations promulgated by the DOL) of the value of each class of equity interests in the entity. Equity interests held by a person with discretionary authority or control with respect to the assets of the entity and equity interests held by a person who provides investment advice for a fee (direct or indirect) with respect to such assets or any affiliate of any such person (other than a Benefit Plan Investor) (each of the foregoing, a "Controlling Person") are disregarded for purposes of determining whether the assets of an entity will be treated as "plan assets" for purposes of ERISA. The Benefit Plan Investor percentage of ownership test applies at the time of an acquisition by any person of the equity interests. In addition, an advisory opinion of the DOL takes the position that a withdrawal of an equity interest by an investor constitutes the acquisition of an equity interest by the remaining investors (through an increase in their percentage ownership of the remaining equity interests), thus triggering an

 application of the Benefit Plan Investor percentage of ownership test at the time of the withdrawal. Each investor in the Company may be required to provide assurances as to its status as a Benefit Plan Investor or Controlling Person.
 The Investment Adviser anticipates that the aggregate investment in us by Benefit Plan Investors may, from time to time (and as of December 31, 2024, does), equal or exceed 25% (or such greater percentage as may be specified in regulations promulgated by the DOL) of the value of any class of equity interests in us. In such circumstances, our assets would be treated as "plan assets" for purposes of ERISA. If investments in us by Benefit Plan Investors does not equal or exceed the 25% threshold as set forth above, neither we nor the Investment Adviser would be subject to the provisions of ERISA. As a general rule, during periods when our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser will be deemed a "fiduciary" (as defined in ERISA and the Code) with respect to each Plan investing in us. In addition, during periods when our assets are treated as "plan assets" for purposes of ERISA, the Investment Adviser will be subject to the general prudence and fiduciary responsibility provisions of ERISA with respect to each ERISA Plan and Individual Retirement Fund investing in us. Generally, the fiduciary provisions of ERISA require fiduciaries to act for the exclusive benefit of participants and beneficiaries of the ERISA Plan, to employ the care, skill, prudence and diligence that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, to diversify investments so as to minimize the risks of large losses, and to comply with the terms of the trust document and other documents governing the ERISA Plan. In such circumstances, an investment by an ERISA Plan in us would constitute the appointment, in accordance with the written instruments governing the underlying ERISA Plan, of the Investment Adviser as an "investment manager" as defined in Section 3(38) of ERISA, with respect to each such investing ERISA Plan. The acceptance of the subscription constitutes acknowledgment by the Investment Adviser of its status as a fiduciary with respect to such investing ERISA Plan during any such period.
 If the assets of the Company are treated as "plan assets" for purposes of ERISA (including, for these purposes, as applicable, the corresponding provisions of the Internal Revenue Code), the Company would be subject to various other requirements of ERISA and the Internal Revenue Code. In particular, the Company would be subject to rules prohibiting transactions with "parties in interest" under ERISA or "disqualified persons" under the Internal Revenue Code (all referred to below for convenience as "parties in interest") and transactions involving conflicts of interest on the part of fiduciaries which might result in a violation of ERISA or Section 4975 of the Code unless the transaction was subject to a statutory or administrative exemption. In this regard, the Investment Adviser anticipates that where an exemption is necessary to enable the Company to enter into certain transactions with parties in interest or disqualified persons, the Investment Adviser may rely, as necessary or appropriate, on the statutory exemption for transactions with service providers or, if that exemption is unavailable, on another available statutory or administrative exemption (if any). ERISA prohibits ERISA Plans from purchasing or holding "employer securities" and "employer real property," as such terms are defined by ERISA, other than investments in "qualifying employer securities" and "qualifying employer real property," respectively, that satisfy any applicable limitations set forth in Section 407 of ERISA. If securities held by the Company are regarded as the assets of investing ERISA Plans, those securities may be included in determining whether those ERISA Plans are in compliance with Section 407 of ERISA. Investing ERISA Plans will provide the Investment Adviser with and maintain a list of "employer securities" as such term is defined in Section 407 of ERISA.
 In addition, generally, the DOL has issued favorable advisory opinions under certain prohibited transaction rules regarding fees based on assets under management under specified circumstances (such as where each of the investing Plans has assets of at least $50,000,000 and have not invested more than 10% of their assets under the arrangement, and certain other circumstances are present). The Company will not necessarily conform to those structures with respect to which the DOL has issued favorable opinions in this regard, and will not be seeking a ruling or other relief regarding its fee structure.
 Section 408(b)(2) of ERISA (and the corresponding provisions of the Code) may provide an exemption from certain prohibited transaction rules for reasonable arrangements between Plans and "parties in interest" or "disqualified persons" for the provision of services, if no more than reasonable compensation is paid therefor. Applicable DOL regulations under this exemption would generally require, among other things, that a person who is a fiduciary to a Plan by reason of providing investment advisory services to a "plan assets" fund must disclose certain compensation in order to rely on this exemption. The disclosures set forth herein, in conjunction with disclosures made in the Investment Adviser's Form ADV and the audited financial statements of the Company, constitute the Investment Adviser's good faith efforts to comply with the disclosure requirements under Section 408(b)(2) of ERISA and the regulations promulgated thereunder, if applicable.
 If a prohibited transaction occurs for which no exemption is available, each party in interest involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. In addition, among other adverse consequences, Plan fiduciaries that decide to invest in the Company could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Company or as co-fiduciaries for actions taken by or on behalf of the Company.

 If the assets of the Company are treated as "plan assets" for purposes of ERISA, the Investment Adviser will purchase or maintain a fidelity bond satisfying the requirements of Section 412 of ERISA with respect to the assets of the Company owned by ERISA Plans. The Company will bear the cost of such fidelity bond.
 In general, ERISA requires that the indicia of ownership of all Plan assets be maintained within the jurisdiction of the U.S. district courts. The DOL has issued regulations that permit a Plan fiduciary to maintain the indicia of ownership of certain securities and foreign currency outside the jurisdiction of the U.S. courts if specified conditions are satisfied. The Company intends to permit securities or other property to be held in custodial accounts outside the jurisdiction of the U.S. district courts only in compliance with the requirements of such regulations.
 Fiduciaries of Plans are required to file annual reports with the DOL and the Internal Revenue Service that set forth the current value and other information with respect to the Plan's assets. For the purpose of this requirement, fiduciaries must include information with respect to the Plan's interest in entities, such as the Company, if they are treated as holding plan assets, unless the entity files such information directly with the DOL in accordance with an alternative procedure. To the extent that the Company holds "plan assets" and does not file the requisite information directly with the DOL, the Company will endeavor to provide, through reports provided to investors generally or upon request, the information reasonably necessary to enable Plans to comply with the applicable reporting requirements, to the extent such information is available. The disclosures set forth herein constitute the Investment Adviser's good faith efforts to comply with the disclosure requirements of Form 5500, Schedule C and allow for the treatment of its compensation as eligible indirect compensation.
 Representations by Plans
 An ERISA Plan proposing to invest in us will be required to represent that it is, and any fiduciaries responsible for the ERISA Plan's investments are, aware of and understand our investment objectives, policies and strategies, and that the decision to invest plan assets in us was made with appropriate consideration of relevant investment factors with regard to the ERISA Plan and is consistent with the duties and responsibilities imposed upon fiduciaries with regard to their investment decisions under ERISA.
 Whether or not our assets are treated as "plan assets" for purposes of ERISA, an investment in us by an ERISA Plan is subject to ERISA. Accordingly, fiduciaries of ERISA Plans should consult with their own counsel as to the consequences under ERISA of an investment in us.
 ERISA Plans and Individual Retirement Funds Having Prior Relationships with the Investment Adviser or its Affiliates
 Certain prospective Plan investors may currently maintain relationships with the Investment Adviser or other entities that are affiliated with the Investment Adviser. Each of such entities may be deemed to be a party in interest to, or a fiduciary of, any Plan to which any of the Investment Adviser or its affiliates provides investment management, investment advisory or other services. ERISA prohibits ERISA Plan assets to be used for the benefit of a party in interest and also prohibits an ERISA Plan fiduciary from using its position to cause the ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. Similar provisions are imposed by the Code with respect to Individual Retirement Funds. ERISA Plan and Individual Retirement Fund investors should consult with counsel to determine if investment in us is a transaction that is prohibited by ERISA or the Internal Revenue Code.
 Certain Effects on Company Investments Generally
 If and for so long as our assets are treated as "plan assets" for purposes of ERISA and Section 4975 of the Code, we may be prevented from making certain otherwise desirable investments and engaging in certain other transactions that might otherwise be permitted.
 Future Regulations and Rulings
 The provisions of ERISA are subject to extensive and continuing administrative and judicial interpretation and review. This section is based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that may make the foregoing statements incorrect or incomplete. The discussion of ERISA contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. Potential investors should consult with their legal advisers regarding the consequences under ERISA of the acquisition and ownership of shares.

 The Private Offering
 The Company enters into separate subscription agreements with investors providing for the private placement of shares of our common stock in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Each investor in the private offering of our common stock (the "Private Offering") has made, or will make, a capital commitment (each, a "Capital Commitment") to purchase shares of our common stock pursuant to a subscription agreement entered into with us (a "Subscription Agreement"). Pursuant to the Private Offering, the Company's initial closing occurred on August 6, 2021 ("Initial Closing"). The Company may accept additional subscriptions from investors in the future.
 As of December 31, 2024, we had aggregate Capital Commitments from investors of $656.6 million, of which $186.6 million was undrawn. As of December 31, 2023, we had aggregate Capital Commitments from investors of $656.6 million, of which $186.6 million was undrawn.
 Investors are required to make capital contributions to purchase shares of our common stock each time we deliver a drawdown notice, which will be issued based on our anticipated investment activities and capital needs, in an aggregate amount not to exceed each investor's respective Capital Commitment. We will deliver drawdown requests at least ten business days prior to the required funding date. All purchases of our common stock will generally be made pro rata in accordance with remaining Capital Commitments of all investors, at a per-share price equal to the net asset value per share of our common stock subject to any adjustments. Any adjustments would take into account a determination of changes to net asset value within 48 hours of the sale to assure compliance with Section 23(b) of the 1940 Act. At the end of the Investment Period (as defined below), stockholders will be released from any further obligation to fund drawdowns and purchase additional shares of our common stock, subject to certain conditions as described in more detail below and in the Subscription Agreement.
 Investment Period
 Our Investment Period commenced on the date of the Initial Closing, which occurred on August 6, 2021, and shall continue until the 48-month anniversary of the Initial Closing date, subject to automatic extensions thereafter, each for an additional one year period, unless the holders of a majority of our outstanding shares elect to forego any such extension, upon not less than ninety days prior written notice to the Investment Adviser. Holders of a majority of our outstanding shares may also terminate the Investment Period as of any earlier anniversary of the date of the Initial Closing date, upon not less than ninety (90) days prior written notice to the Investment Adviser. The Investment Adviser may also terminate the Investment Period as of an earlier date in its discretion.
 During the Investment Period, any amounts we receive as a return of capital (as opposed to a return on capital) with respect to our investments may, in the sole discretion of the Investment Adviser, be retained by us, without reducing the stockholders' unfunded Capital Commitments, for the purpose of making investments and/ or for such other permissible purposes as set out in our operating documents. While we expect to distribute approximately our entire net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, we may retain certain net capital gains for reinvestment.
 After the end of the Investment Period, the stockholders will be released from any further obligation with respect to their then current unfunded Capital Commitments, except to the extent necessary to: (x) fund the Management Fee and other liabilities and expenses throughout the term (including to repay our outstanding financings); (y) complete investments that are in process or that have been committed to as of the end of the Investment Period; and (z) make follow-on investments in an aggregate amount up to 10% of our gross assets.
 Financing
 On August 11, 2021, the Company entered into a Credit Agreement (the "Goldman Credit Facility") as the borrower and Goldman Sachs Bank USA ("Goldman Sachs") as the lender. The Goldman Credit Facility is structured as a revolving credit facility secured by the capital commitments of the Company's subscribed investors and certain related assets. As part of the Goldman Credit Facility, the Company's right to make capital calls of investors may be pledged as collateral to the lender, which will be able to call for capital contributions upon the occurrence of an event of default under such credit facility. To the extent such an event of default does occur, investors could therefore be required to fund any shortfall up to their remaining Capital Commitments, without regard to the underlying value of their investment. See also "Risk Factors – If we are unable to comply with the covenants or restrictions in our borrowings, our business could be materially adversely affected."
 Investment Advisory Agreement
 We entered into an investment advisory and management agreement with our Investment Adviser on June 29, 2021 (the "Original Investment Advisory Agreement").

 On June 29, 2023, the Company entered into an amended and restated investment advisory and management agreement (the "Amended and Restated Investment Advisory Agreement" and together with the Original Investment Advisory Agreement, the "Investment Advisory Agreement") with the Investment Adviser, following the approval of the Amended and Restated Investment Advisory Agreement by the Company's stockholders by unanimous written consent on June 29, 2023. The terms of the Amended and Restated Investment Advisory Agreement became effective on July 1, 2023 and did not impact Management Fees paid in prior periods. Pursuant to the Investment Advisory Agreement, we are externally managed by our Investment Adviser and pay our Investment Adviser a fee for its services (except, that because our assets from time to time may be, and are presently, treated as "plan assets" for purposes of ERISA, we do not currently pay our Investment Adviser any fees related to services it may provide in its capacity as the Administrator, as opposed to any sub-administrator appointed by the Administrator as set forth below). The following summarizes our arrangements with the Investment Adviser pursuant to the Investment Advisory Agreement.
 Pursuant to the Investment Advisory Agreement, the Investment Adviser:
 • determines the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes;

 • determines the securities and other assets that we will purchase, retain or sell;

 • identifies, evaluates and negotiates the structure of our investments that we make;

 • executes, monitors and services the investments that we make;

 • performs due diligence on prospective portfolio companies;

 • votes, exercises consents and exercises all other rights appertaining to such securities and other assets on our behalf; and

 • provides us with such other investment advisory, research and related services as we may, from time to time, reasonably require.

 The Investment Adviser's services under the Investment Advisory Agreement are not exclusive, and the Investment Adviser (so long as its services to us are not impaired) and/or other entities affiliated with the Investment Adviser are permitted to furnish similar services to other entities. Under the Investment Advisory Agreement, the Investment Adviser will receive a fee for investment advisory and management services consisting of a base management fee. The cost of the base management fee payable to the Investment Adviser is borne by us and, as a result, is indirectly borne by our common Stockholders. Pursuant to its Resource Sharing Agreement with Comvest Partners, the Investment Adviser will have access to Comvest Partners' team of experienced investment professionals.
 The Investment Advisory Agreement provides that the Investment Adviser and its officers, managers, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys' fees and amounts reasonably paid in settlement) arising from the rendering of the Investment Adviser's services under the Investment Advisory Agreement or otherwise as the Investment Adviser, absent willful misfeasance, bad faith, gross negligence or breach by the Investment Adviser of its fiduciary duties under ERISA, if applicable, in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations. However, the Investment Adviser and its officers, managers, agents, employees, controlling persons, members (or their owners) and any other person or entity affiliated with it, will not be entitled to such indemnification, if such damages, costs and expenses arose from their willful misfeasance, bad faith, gross negligence or breach by the Investment Adviser of its fiduciary duties under ERISA, if applicable, in the performance of their respective duties or by reason of the reckless disregard of their respective duties and obligations.
 Under our charter, we will fully indemnify any person who was or is involved in any actual or threatened action, suit or proceeding by reason of the fact that such person is or was one of our directors or officers, but only to the extent permitted by ERISA, if applicable. So long as we are regulated under the 1940 Act, the above indemnification and limitation of liability is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides, among other things, that a company may not indemnify any director or officer against liability to it or its security holders to which he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification is sought did not arise out of the foregoing conduct. To the extent that our assets are treated as "plan assets" for purposes of ERISA, the above indemnification and limitation of liability will be limited by ERISA. ERISA provides, among other things, that an ERISA Plan or other entity whose assets are treated as "plan assets" may not indemnify its investment adviser or any other person that would be deemed such entity's fiduciary for purposes of ERISA, for a breach of their fiduciary duties under ERISA.

 We have obtained liability insurance for our independent directors, which was paid for by the Company.
 Management Fees
 We pay the Investment Advisor a fee for its services under the Investment Advisory Agreement consisting of an annual base management fee (the "Management Fee"). The cost of the management fee payable to the Investment Advisor is borne by us and, as a result, is indirectly borne by our stockholders. The Management Fee is payable quarterly in arrears.
 Pursuant to the Investment Advisory Agreement, during the Investment Period, the Management Fee is calculated at an annual rate of 1.00% with respect to the Company's Adjusted Average Assets Invested (defined below) in respect of the relevant quarterly period.
 During the Investment Period, the Management Fee will be calculated at an annual rate of 1.00% with respect to the Company's Adjusted Average Assets Invested (defined below) in respect of the relevant quarterly period, in the manner set forth in the table below. During the Investment Period "Adjusted Average Assets Invested" shall mean (a) the average of the sum of the Company's (i) Drawn Capital Commitments and (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company's dividend reinvestment plan ("DRIP") as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and clause (iii), as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company's (iv) cumulative net unrealized losses, if any, and (v) cumulative net realized losses, if any, in the case of clause (iv) and clause (v), as of the last business day of the relevant quarter. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser are specifically set forth below.
 After the Investment Period, the Management Fee will be calculated at an annual rate of 1.00% with respect to the Company's Adjusted Average Assets Invested, except that after the Investment Period, "Adjusted Average Assets Invested" shall mean (a) the fair value of the Company's investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company's cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.
 Any Management Fees payable pursuant to the Investment Advisory Agreement will be calculated based on the Company's Adjusted Average Assets Invested in respect of the most recently completed calendar quarter. Management Fees for any partial quarter will be appropriately prorated. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser shall be calculated based on the lower of the actual Adjusted Average Assets Invested as of the end of any quarter and the target Adjusted Average Assets Invested for that quarter, as specifically set forth in the table below:
 The table set forth below shows the following quarterly fee percentages shall be payable with respect to the Company's target Adjusted Average Assets Invested from the quarter ending September 30, 2021 through the end of the Investment Period:

 Quarter Ending

 Quarter

 Target Adjusted
Average Assets
Invested ($ in
millions) 1

 Quarterly
Management Fee

 Quarterly Dollar
Amount ($ in
millions) 2

 September 30, 2021

 $

 %

 $

 0.20

 December 31, 2021

 $

 %

 $

 0.40

 March 31, 2022

 $

 %

 $

 0.60

 June 30, 2022

 $

 %

 $

 0.80

 September 30, 2022

 $

 %

 $

 1.00

 December 31, 2022

 $

 %

 $

 1.20

 March 31, 2023

 $

 %

 $

 1.40

 June 30, 2023

 $

 %

 $

 1.60

 September 30, 2023

 $

 %

 $

 1.625

 $

 %

 $

 1.625

 March 31, 2024

 $

 %

 $

 1.82

 June 30, 2024

 $

 %

 $

 1.85

 September 30, 2024

 $

 %

 $

 1.88

 14 and beyond 3

 $

 %

 $

 1.88

 (1) The Management Fee paid at the end of any quarter shall be calculated based on the lower of the actual Adjusted Average Assets Invested in respect of the quarter and the target Adjusted Average Assets Invested for that quarter. The target Adjusted Average Assets have been increased to include amounts from the DRIP program not received in cash and will continue to increase beyond the period provided for in the schedule above.

 (2) Reflects dollar amount of Management Fees payable for the applicable quarter based on the Company's target Adjusted Average Assets Invested as of the end of such quarter.

 (3) Effective after the quarter ended December 31, 2024, Target Adjusted Average Assets Invested will increase each quarter to include reinvested dividends from the DRIP.

 Incentive Fee
 If, as of the last day of the relevant quarter, the Company's Total Return (as defined below) in respect of the relevant Measurement Period (as defined below) equals or exceeds the "Hurdle Amount" (as defined below), which represents an annualized total return of 7.25%, the Investment Adviser will be paid an Incentive Fee calculated at an annual rate of 0.25% (0.0625% per quarter) with respect to the Company's Incentive Fee Average Assets Invested (as defined below) on a cumulative basis for the Measurement Period less the aggregate amount of any previously paid Incentive Fees with respect to the Measurement Period.
 If, as of the last day of the relevant quarter, the Company's Total Return in respect of the relevant Measurement Period is less than the Hurdle Amount, the Investment Adviser shall not receive the Incentive Fee in respect of the relevant quarter.
 "Total Return" means the sum of the Company's net investment income with legal and other expenses incurred in connection with the Company's formation and organization and the offering of its shares amortized ratably over a three-year period for the purposes of this calculation) in respect of the relevant Measurement Period and the Company's realized and unrealized capital gains less realized and unrealized capital losses in respect of the relevant Measurement Period.
 For the avoidance of doubt, the Total Return calculation will not take into account the deduction of the 0.25% Incentive Fee but will take into account the deduction of the 1.00% Management Fee during the Investment Period and the 1.00% Management Fee after the Investment Period.
 "Hurdle Amount" means 7.25% times the average of the "Drawn Capital Commitments" (as defined below) and the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company's DRIP, less return of capital distributions for each quarter during the Measurement Period, (i) multiplied by the number of quarters in the Measurement Period, and (ii) divided by (4) four.
 "Drawn Capital Commitments" means the simple average of the drawn Capital Commitments as of the last business day of each month included in the relevant quarterly period.
 "Measurement Period" means the period from the Company's inception date through the end of the most recently completed calendar quarter.
 "Incentive Fee Average Assets Invested" during the Investment Period means (a) the average of the sum of the Company's (i) Drawn Capital Commitments and (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company's DRIP as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and (iii), as of the last business day of each month included in the Measurement Period less (b) the Company's net realized and unrealized losses, if any. After the Investment Period Incentive Fee Average Assets Invested means (a) the fair value of the Company's investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company's cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.
 Expenses
 All investment professionals of the Investment Adviser and their respective staffs, when and to the extent engaged in providing investment advisory and management services under the Investment Advisory Agreement (as opposed to the accounting, compliance and other administrative services set forth in clause (m) below), and the compensation and routine overhead expenses of such personnel allocable to such services, will be provided and paid for by the Investment Adviser and not by us.

 In addition to Management Fees, except as noted above, we are permitted to bear all other expenses directly and specifically related to our operations, which expenses may include without limitation:
 (a) all costs and expenses with respect to the actual or proposed acquisition, financing, holding, monitoring or disposition of our investments, whether such investments are ultimately consummated or not, including, origination fees, syndication fees, due diligence costs, broken deal expenses, bank service fees, fees and expenses of custodians, transfer agents, consultants, experts, travel expenses incurred for investment-related purposes, outside legal counsel, consultants and accountants, administrator's fees of third party administrators (subject to clause (m) below) and financing costs (including interest expenses);
 (b) expenses for liability insurance, including officers' and independent directors' liability insurance, cyber insurance and other insurance (but excluding the cost of liability insurance covering the Investment Adviser and its officers as our assets are treated as "plan assets" for purposes of ERISA);
 (c) extraordinary expenses incurred by us (including litigation);
 (d) indemnification and contribution expenses provided, that we will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
 (e) taxes and other governmental fees and charges;
 (f) administering and servicing and special servicing fees paid to third parties for our benefit;
 (g) the cost of company-related operational and accounting software and related expenses;
 (h) cost of software (including the fees of third-party software developers) used by the Investment Adviser and its affiliates to track and monitor our investments (specifically, cost of software related to data warehousing, portfolio administration/reconciliation, loan pricing and trade settlement attributable to us);
 (i) expenses related to the valuation or appraisal of our investments;
 (j) risk, research and market data-related expenses (including software) incurred for our investments;
 (k) fees, costs and expenses (including legal fees and expenses) incurred to comply with any applicable law, rule or regulation (including regulatory filings such as financial statement filings, ownership filings (Section 16 or Section 13 filings), blue sky filings and registration statement filings, as applicable) to which we are subject or incurred in connection with any governmental inquiry, investigation or proceeding involving us; provided, that we will not bear such fees, costs or expenses to the extent that the relevant conduct is not indemnifiable under applicable law, including ERISA, if applicable;
 (l) costs associated with our wind-up, liquidation, dissolution and termination;
 (m) other legal, compliance, operating, accounting, tax return preparation and consulting, auditing and administrative expenses in accordance with the Investment Advisory Agreement and the Administration Agreement and fees for outside services provided to us or on our behalf; provided that so long as our assets are treated as "plan assets" for purposes of ERISA, we will not incur such expenses or fees, if such expenses and fees arise in connection with such services, to the extent that they are performed by the Administrator and do not satisfy the requirements of a prohibited transaction exemption;
 (n) expenses of the Board (including the reasonable costs of legal counsel, accountants, financial advisors and/or such other advisors and consultants engaged by the Board, as well as travel and out-of-pocket expenses related to the attendance by directors at Board meetings), to the extent permitted under applicable law, including ERISA, if applicable;
 (o) annual or special meetings of the stockholders;
 (p) the costs and expenses associated with preparing, filing and delivering to stockholders periodic and other reports and filings required under federal securities laws as a result of our status as a BDC;
 (q) ongoing offering expenses;
 (r) federal and state registration fees pertaining to us;
 (s) costs of Company related proxy statements, stockholders' reports and notices;
 (t) costs associated with obtaining fidelity bonds as required by the 1940 Act and Section 412 of ERISA;
 (u) printing, mailing and all other similar direct expenses relating to us;
 (v) expenses incurred in preparation for or in connection with (or otherwise relating to) any initial public offering or other debt or equity offering conducted by us, including but not limited to external legal and accounting expenses, printing costs, travel and out-of-pocket expenses related to marketing efforts; and

 (w) only to the extent (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) our shares are listed on a national securities exchange, or (iii) permitted by ERISA, if our assets are considered to be "plan assets," our allocable portion of overhead, including office equipment and supplies, rent and our allocable portion of the compensation paid to accounting, compliance and administrative staff employed by the Investment Adviser or its affiliates who provide services to us necessary for its operation, including related taxes, health insurance and other benefits.
 Investment-related expenses with respect to investments in which we invest together with one or more parallel funds (or co-investment vehicles) will generally be allocated among all such entities on the basis of capital invested by each such entity into the relevant investment; provided, that if the Investment Adviser reasonably believes that such allocation method would produce an inequitable result to any such entity, the Investment Adviser may allocate such expenses among such entities in any other manner that the Investment Adviser believes in good faith to be fair and equitable.
 Staffing
 We do not have any employees. Our day-to-day investment operations are managed by the Investment Adviser and the Administrator. See "Item 1. Business—Investment Advisory Agreement" and "Item 1. Business—The Administrator" in this Annual Report. Pursuant to its Resource Sharing Agreement with Comvest Credit Advisors LLC, the Investment Adviser has access to Comvest Partners' team of experienced investment professionals. To the extent (i) Benefit Plan Investors hold less than 25% of our Shares or (ii) our Shares are listed on a national securities exchange, we will reimburse the Administrator for the allocable portion of overhead and other expenses incurred by it in performing its obligations to us under the Administration Agreement, including the compensation of our chief financial officer and their respective staffs.
 Emerging Growth Company
 We are an emerging growth company as defined in the Jumpstart Our Business Startups Act (the "JOBS Act") and we are eligible to take advantage of certain specified reduced disclosure and other requirements that are otherwise generally applicable to public companies that are not "emerging growth companies" including, but not limited to:
 • Permission for an "emerging growth company" to defer compliance with any new or revised financial accounting standards until the date that companies that are not "issuers" as defined in Section 2(a) of the Sarbanes-Oxley Act are required to comply; and

 • Exemption for an "emerging growth company" from the Sarbanes-Oxley Act Section 404(b) auditor attestation on management's assessment of its internal controls.

 We expect to remain an emerging growth company until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (ii) the end of the fiscal year in which the fifth anniversary of any initial public offering by us has occurred, (iii) December 31 of the fiscal year that we become a "large accelerated filer" as defined in Rule 12b-2 under Exchange Act which would occur if the market value of our shares that are held by non-affiliates exceeds $700.0 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 calendar months or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the preceding three-year period.
 Item 1A. Risk Factors
 An investment in our securities involves certain risks relating to our structure and investment objective. The risks set forth below are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, our structure, our financial condition, our investments and/or operating results. If any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected. In such case, the net asset value of our common stock could decline. There can be no assurance that we will achieve our investment objective and you may lose all or part of your investment.
 RISKS RELATING TO OUR BUSINESS AND STRUCTURE
 We have a limited operating history.
 We have a limited operating history upon which an investor may evaluate the Company's performance. The prior investment performance described herein, as with all performance data, can provide no assurance of our future results. Moreover, we are subject to all of the business risks and uncertainties associated with any new fund, including the risk that we will not achieve our investment objective and that the value of our Shares could decline substantially.

 Global economic, political and market conditions, including downgrades of the U.S. credit rating, Russia's invasion of Ukraine and the Israel-Hamas conflict, may adversely affect our business, results of operations and financial condition, including our revenue growth and profitability.
 The current worldwide financial market situation, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility, may have long-term effects on the United States and worldwide financial markets and may cause economic uncertainties or deterioration in the U.S. and worldwide. The impact of downgrades by rating agencies to the U.S. government's sovereign credit rating or its perceived creditworthiness as well as potential government shutdowns and uncertainty surrounding transfers of power could adversely affect the U.S. and global financial markets and economic conditions. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time. Continued adverse political and economic conditions could have a material adverse effect on our business, financial condition and results of operations.
 Deterioration in the economic conditions in the Eurozone and other regions or countries globally and the resulting instability in global financial markets may pose a risk to our business. Financial markets have been affected at times by a number of global macroeconomic events, including the following: large sovereign debts and fiscal deficits of several countries in Europe and in emerging markets jurisdictions, levels of non-performing loans on the balance sheets of European banks, the effect of the United Kingdom leaving the European Union, and instability in the Chinese capital markets.
 Various social and political circumstances in the U.S. and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. Such events, including rising trade tensions between the United States and China, other uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies with other countries, could adversely affect our business, financial condition or results of operations. These market and economic disruptions could negatively impact the operating results of our portfolio companies.
 In addition, Russia's invasion of Ukraine in February 2022 and corresponding events have had, and could continue to have, severe adverse effects on regional and global economic markets. Following Russia's actions, various governments, including the United States, have issued broad-ranging economic sanctions against Russia, including, among other actions, a prohibition on doing business with certain Russian companies, large financial institutions, officials and oligarchs; a commitment by certain countries and the European Union to remove selected Russian banks from the Society for Worldwide Interbank Financial Telecommunications, the electronic banking network that connects banks globally; and restrictive measures to prevent the Russian Central Bank from undermining the impact of the sanctions. The duration of hostilities and the vast array of sanctions and related events (including cyberattacks and espionage) cannot be predicted.
 Additionally, the Israel-Hamas conflict, and resulting market volatility could also adversely affect the Company's business, operating results and financial condition. The extent and duration or escalation of the war and resulting future market disruptions are impossible to predict but could be significant. Any disruptions resulting from the Israel-Hamas conflict and any future conflict resulting from actual or threatened responses to such actions could cause disruptions to portfolio companies located in the Middle East or that have substantial business relationships with companies in the affected region.
 These events present material uncertainty and risk with respect to markets globally, which pose potential adverse risks to us and the performance of our investments and operations. Any such market disruptions could affect our portfolio companies' operations and, as a result, could have a material adverse effect on our business, financial condition and results of operations. Sanctions and export control laws and regulations are complex, frequently changing, and increasing in number, and they may impose additional legal compliance costs or business risks associated with our operations.
 A renewed disruption in the capital markets and the credit markets could adversely affect our business
 As a BDC, we must maintain our ability to raise additional capital for investment purposes. If we are unable to access the capital markets or credit markets, we may be forced to curtail our business operations and may be unable to pursue new investment opportunities. The success of our activities is affected by general economic and market conditions, including, among others, interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and trade barriers. These factors could affect the level and volatility of securities prices and the liquidity of our investments. Volatility or illiquidity could impair our profitability or result in losses.
 The capital markets and the credit markets have experienced extreme volatility in recent periods, and, as a result, there has been and will likely continue to be uncertainty in the financial markets in general. Disruptions in the capital markets in recent years increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital

 markets. In addition, a prolonged period of market illiquidity may cause us to reduce the volume of loans that we originate and/or fund and adversely affect the value of our portfolio investments. Unfavorable economic conditions could also increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results. Ongoing disruptive conditions in the financial industry and the impact of new legislation in response to those conditions could restrict our business operations and, consequently, could adversely impact our business, results of operations and financial condition.
 If the fair value of our assets declines substantially, we may fail to maintain the asset coverage ratios imposed upon us by the 1940 Act. Any such failure would result in a default under such indebtedness and otherwise affect our ability to issue senior securities, borrow under a credit facility and pay distributions, which could materially impair our business operations. Our liquidity could be impaired further by our inability to access the capital or credit markets. For example, we cannot be certain that we will be able to renew our Leverage Arrangements (defined below) as they mature or to consummate new arrangements to provide capital for normal operations. In recent years, reflecting concern about the stability of the financial markets, many lenders and institutional investors have reduced or ceased providing funding to borrowers. This market turmoil and tightening of credit have led to increased market volatility and widespread reduction of business activity generally in recent years. In addition, adverse economic conditions due to these disruptive conditions could materially impact our ability to comply with the financial and other covenants in any existing or future Leverage Arrangements. If we are unable to comply with these covenants, this could materially adversely affect our business, results of operations and financial condition.
 There is uncertainty as to the value of our portfolio investments because most of our investments are, and may continue to be, in private companies and recorded at fair value. In addition, the fair values of our investments are determined by our Investment Adviser, subject to oversight by our Board, in accordance with our valuation policy.
 Some of our investments are and may be in the form of securities or loans that are not publicly traded. The fair value of these investments may not be readily determinable. Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined in good faith by our Board, including to reflect significant events affecting the value of our securities. For purposes of the 1940 Act, the Board has designated the Investment Adviser as the Company's "valuation designee" under Rule 2a-5 under the 1940 Act. The Board provides oversight of the Investment Adviser's fair value determinations of the Company's portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded and those whose market prices are not readily available.
 We ((x) through an unaffiliated third-party firm, to the extent that our assets are treated as "plan assets" for purposes of ERISA, or (y) through our Investment Adviser and/or Administrator, to the extent that our assets are not treated as "plan assets" for purposes of ERISA) value our investments for which we do not have readily available market quotations quarterly, or more frequently as circumstances require, at fair value as determined in good faith by our Board in accordance with our valuation policy, which is at all times consistent with GAAP. See "Item 1. Business—Valuation of Portfolio Investments" for additional information on valuations in this Annual Report.
 We will utilize independent third-party and unaffiliated valuation firms for the purposes of valuing our portfolio investments to the extent that such assets are treated as "plan assets" for purposes of ERISA. See "Item 1. Business—The Administrator". Under such circumstances, the valuations of such third-party and unaffiliated valuations firms must be used without adjustment.
 However, to the extent that our assets are not treated as "plan assets" for purposes of ERISA, our Board still expects to utilize the services of one or more independent third-party valuation firms to aid it in determining the fair value with respect to our material unquoted assets in accordance with our valuation policy. Under such circumstances, the inputs into the determination of fair value of these investments may require significant management judgment or estimation. Even if observable market data is available, such information may be the result of consensus pricing information or broker quotes, which include a disclaimer that the broker would not be held to such a price in an actual transaction. The non-binding nature of consensus pricing and/or quotes accompanied by disclaimers materially reduces the reliability of such information.
 Furthermore, under such circumstances where our assets are not treated as "plan assets" for purposes of ERISA, the types of factors that the Board may take into account in determining the fair value of our investments is generally expanded to include, as appropriate: available market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company's ability to make payments, its earnings and discounted cash flows and the markets in which it does business, comparisons of financial ratios of peer companies that are public, comparable merger and acquisition transactions and the principal market and enterprise values. Since these valuations, and particularly valuations of private securities and private companies, are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, our determinations of fair value may differ materially from the values that would have been used if a ready market for these securities existed. Due to this uncertainty, our

 fair value determinations may cause our net asset value, on any given date, to be materially understated or overstated. In addition, investors purchasing our common stock based on an overstated net asset value would pay a higher price than the realizable value that our investments might warrant.
 To the extent that our assets are not treated as "plan assets" for purposes of ERISA, we may adjust quarterly the valuation of our portfolio to reflect our Board's determination of the fair value of each investment in our portfolio. Any changes in fair value are recorded in our Consolidated Statements of Operations as net change in unrealized gain or loss.
 Our ability to achieve our investment objective depends on key investment personnel of Comvest Partners and the Investment Adviser. If Comvest Partners and the Investment Adviser were to lose any of their key investment personnel, our ability to achieve our investment objective could be significantly harmed.
 We depend on the investment judgment, skill and relationships of the investment professionals of the Investment Adviser to identify, evaluate, negotiate, structure, execute, monitor and service our investments. The Investment Adviser, as an affiliate of Comvest Partners, is supported by Comvest Partners to fulfill its obligations to us under the Investment Advisory Agreement. The Investment Adviser may also depend upon Comvest Partners to obtain access to investment opportunities originated by professionals. Our future success depends to a significant extent on the continued service and coordination of the key investment personnel of the Investment Adviser. The departure of any of these individuals could have a material adverse effect on our ability to achieve our investment objective.
 The Investment Committee, which provides oversight over our investment activities, is provided by the Investment Adviser. The loss of any member of the Investment Committee or of other senior professionals of the Investment Adviser and its affiliates without suitable replacement could limit our ability to achieve our investment objective and operate as we anticipate. This could have a material adverse effect on our financial condition, results of operation and cash flows. To achieve our investment objective, the Investment Adviser may hire, train, supervise and manage new investment professionals to participate in its investment selection and monitoring process. If the Investment Adviser is unable to find investment professionals or do so in a timely manner, our business, financial condition and results of operations could be adversely affected.
 Through the Resource Sharing Agreement, the Investment Adviser intends to capitalize on the significant deal origination, credit underwriting, due diligence, investment structuring, execution, portfolio management and monitoring experience of Comvest Partners' investment professionals. There can be no assurance that Comvest Partners will perform its obligations under the Resource Sharing Agreement. The Resource Sharing Agreement may be terminated by either party on 60 days' notice, which if terminated may have a material adverse consequence on the Company's operations.
 We do not expect to replicate the historical performance of other entities managed or supported by Comvest Partners.
 We do not expect to replicate the historical performance of Comvest Partners' investments, or those of its affiliates. In addition, our investment strategies may differ from those of Comvest Partners or its affiliates. We, as a BDC and as a RIC, are subject to certain regulatory restrictions that do not apply to Comvest Partners or its affiliates. Furthermore, to the extent that our assets are treated as "plan assets" for purposes of ERISA, we will be subject to certain regulatory restrictions that do not otherwise generally apply to Comvest Partners or its affiliates. Finally, we can offer no assurance that our investment team will be able to continue to implement our investment objective with the same degree of success as it has had in the past.
 We operate in a highly competitive market for investment opportunities and may not be able to compete effectively.
 We compete for investments with other BDCs and investment funds (including private equity and hedge funds), as well as traditional financial services companies such as commercial banks and other sources of funding. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than us. Furthermore, many of our competitors have greater experience operating under, or are not subject to, the regulatory restrictions that the 1940 Act imposes on us as a BDC or the source-of-income, asset diversification and distribution requirements that we must satisfy to maintain our tax treatment as a RIC. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do.
 We may lose investment opportunities if our pricing, terms and structure do not match those of our competitors. With respect to the investments that we make, we do not seek to compete based primarily on the interest rates we may offer, and we believe that some of our competitors may make loans with interest rates that may be lower than the rates we offer. In the secondary market for acquiring existing loans, we expect to compete generally on the basis of pricing terms. If we match our competitors' pricing, terms and structure,

 we may experience decreased net interest income, lower yields and increased risk of credit loss. If we are forced to match our competitors' pricing, terms and structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss. Part of our competitive advantage stems from the fact that we believe the market for middle market lending is underserved by traditional bank lenders and other financial sources. A significant increase in the number and/or the size of our competitors in this target market could force us to accept less attractive investment terms. We may also compete for investment opportunities with accounts managed by the Investment Adviser or its affiliates. Although the Investment Adviser allocates opportunities in accordance with its policies and procedures, allocations to such other accounts reduces the amount and frequency of opportunities available to us and may not be in our best interests and, consequently, our stockholders. Moreover, the performance of investment opportunities is not known at the time of allocation. If we are not able to compete effectively, our business, financial condition and results of operations may be adversely affected, thus affecting our business, financial condition and results of operations. Because of this competition, there can be no assurance that we will be able to identify and take advantage of attractive investment opportunities that we identify or that we will be able to fully invest our available capital.
 Our business, results of operations and financial condition depend on our ability to manage future growth effectively.
 Our ability to achieve our investment objective and to grow depends on the Investment Adviser's ability to identify, invest in and monitor companies that meet our investment criteria. Accomplishing this result on a cost-effective basis is largely a function of the Investment Adviser's structuring of the investment process, its ability to provide competent, attentive and efficient services to us and its ability to access financing on acceptable terms. The Investment Adviser has substantial responsibilities under the Investment Advisory Agreement and may also be called upon to provide managerial assistance to our eligible portfolio companies. These demands on the time of the Investment Adviser and its investment professionals may distract them or slow our rate of investment. In order to grow, we and the Investment Adviser may need to retain, train, supervise and manage new investment professionals. However, these investment professionals may not be able to contribute effectively to the work of the Investment Adviser. If we are unable to manage our future growth effectively, our business, results of operations and financial condition could be materially adversely affected.
 We may borrow money, which could magnify the potential for gain or loss on amounts invested in us and increase the risk of investing in us.
 We may elect to utilize one or more subscription lines (each, a "Subscription Line"), each of which would be expected to be secured by our Aggregate Committed Capital, including to fund portfolio investments pending receipt of amounts drawn from Stockholders with respect to unfunded Capital Commitments. We may also guarantee loans made to or in respect of the Company or its investments or enter into repurchase agreements in respect of investments (together with any Subscription Lines, "Leverage Arrangements").
 In accordance with the 1940 Act as presently in effect, BDCs generally are prohibited from incurring additional leverage to the extent it would cause them to have less than a 150% asset coverage ratio, reflecting approximately a 2:1 debt to equity ratio, taking into account the then current fair value of their investments.
 Our ability to service any debt that we incur depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. In addition, holders of our common stock will, indirectly, bear the burden of any increase in our expenses as a result of leverage.
 The Small Business Credit Availability Act ("SBCAA"), among other things, modified the applicable provisions of the 1940 Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150% subject to certain conditions. Increased leverage could increase the risks associated with investing in us. For example, if the value of the Company's assets decreases, although the asset base and expected revenues would be larger because increased leverage would permit the Company to acquire additional assets, leverage will cause the Company's net asset value to decline more sharply than it otherwise would have without leverage or with lower leverage. Similarly, any decrease in the Company's revenue would cause its net income to decline more sharply, on a relative basis, than it would have if the Company had not borrowed or had borrowed less (although, as noted above, the Company's asset base and expected revenues would likely be larger). However, since the Company does not expect to use leverage to a significant degree, there are no material additional risks associated with increased leverage other than the amount of the leverage.
 As of December 31, 2024, the Company had total senior securities of $111.1 million, consisting of borrowings under the Goldman Credit Facility, and had an asset coverage ratio of 587%. As of December 31, 2023, the Company had total senior securities of $100.8 million, consisting of borrowings under the Goldman Credit Facility, and had an asset coverage ratio of 619%.

 If we are unable to comply with the covenants or restrictions in our borrowings, our business could be materially adversely affected.
 Leverage Arrangements into which we may enter may include covenants that, subject to exceptions, restrict our ability to pay distributions, create liens on assets, make investments, make acquisitions and engage in mergers or consolidations. Such arrangements may also include a change of control provision that accelerates the indebtedness under the facility in the event of certain change of control events. Complying with these restrictions may prevent us from taking actions that we believe would help us grow our business or are otherwise consistent with our investment objective. These restrictions could also limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. In addition, the restrictions contained in a credit facility could limit our ability to make distributions to our stockholders in certain circumstances, which could result in us failing to qualify as a RIC and thus becoming subject to corporate-level U.S. federal income tax (and any applicable state and local taxes).
 We may need to raise additional capital to grow.
 We may need additional capital to fund new investments and grow. We may access the capital markets periodically to issue equity securities. In addition, we may also issue debt securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs and limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, we are required to distribute at least 90.0% of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders to maintain our RIC status. As a result, these earnings will not be available to fund new investments. If we are unable to access the capital markets or if we are unable to borrow from financial institutions, we may be unable to grow our business and execute our business strategy fully, and our earnings, if any, could decrease, which could have an adverse effect on the value of our securities.
 We are exposed to risks associated with changes in interest rates.
 Interest rate risk refers to the risk of market changes in interest rates. Interest rate changes affect the value of debt. In general, rising interest rates will negatively impact the price of fixed rate debt, and falling interest rates will have a positive effect on price. Adjustable rate debt also reacts to interest rate changes in a similar manner, although generally to a lesser degree. Interest rate sensitivity is generally larger and less predictable in debt with uncertain payment or prepayment schedules. Further, rising interest rates make it more difficult for borrowers to repay debt, which could increase the risk of payment defaults. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 To the extent we borrow money to make investments, our net investment income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, a significant change in market interest rates may have a material adverse effect on our net investment income in the event we use debt to finance our investments. Due to rising interest rates, our cost of funds have increased, which have reduced our net investment income. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act.
 We are subject to risks associated with artificial intelligence and machine learning technology.
 Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials (collectively, "AI"), and its current and potential future applications including in the private investment and financial industries, as well as the legal and regulatory frameworks within which AI operates, continue to rapidly evolve.
 Recent technological advances in AI pose risks to the Company, the Investment Adviser, and our portfolio investments. The Company and our portfolio investments could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not known to the Company, also use AI in their business activities. We and our portfolio companies may not be in a position to control the use of AI technology in third-party products or services.
 Use of AI could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming part accessible by other third-party AI applications and users. While the Investment Adviser does not currently use AI to make investment recommendations, the use of AI could also exacerbate or create new and unpredictable risks to our business, the Investment Adviser's business, and the business of our portfolio companies, including by potentially significantly disrupting the markets in which we and our portfolio companies operate or subjecting us, our portfolio companies and the Investment Adviser to increased competition and regulation, which could materially

 and adversely affect business, financial condition or results of operations of us, our portfolio companies and the Investment Adviser. In addition, the use of AI by bad actors could heighten the sophistication and effectiveness of cyber and security attacks experienced by our portfolio companies and the Investment Adviser.
 We, our wholly-owned direct subsidiaries and the Investment Adviser may maintain cash balances at financial institutions that exceed federally insured limits and may otherwise be materially affected by adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties.
 Our cash and the cash of our wholly-owned direct subsidiaries and our Investment Adviser is held in accounts at U.S. banking institutions that we believe are of high quality. Cash held by us, our wholly-owned direct subsidiaries and our Investment Adviser in non-interest-bearing and interest-bearing operating accounts may exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limits. If such banking institutions were to fail, we, our wholly-owned direct subsidiaries or our Investment Adviser could lose all or a portion of those amounts held in excess of such insurance limitations. In addition, actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could adversely affect our, our wholly-owned direct subsidiaries' and our Investment Adviser's business, financial condition, results of operations, or prospects.
 Although we, our wholly-owned direct subsidiaries and our Investment Adviser assess our banking relationships as we believe necessary or appropriate, our access to funding sources and other credit arrangements in amounts adequate to finance or capitalize our respective current and projected future business operations could be significantly impaired by factors that affect us, our wholly-owned direct subsidiaries or our Investment Adviser, the financial institutions with which we, our wholly-owned direct subsidiaries or our Investment Adviser have arrangements directly, or the financial services industry or economy in general. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could involve financial institutions or financial services industry companies with which we, our wholly-owned direct subsidiaries or our Investment Adviser have financial or business relationships, but could also include factors involving financial markets or the financial services industry generally.
 In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us, our wholly-owned direct subsidiaries or our Investment Adviser to acquire financing on acceptable terms or at all.
 RISKS RELATING TO OUR OPERATIONS
 Because we intend to distribute substantially all of our income to our stockholders to maintain our status as a RIC, we will continue to need additional capital to finance our growth. If additional funds are unavailable or not available on favorable terms, our ability to grow may be impaired.
 In order for us to qualify for the tax benefits available to RICs and to avoid payment of excise taxes, we intend to distribute to our stockholders substantially all of our annual taxable income. As a result of these requirements, we may need to raise capital from other sources to grow our business.
 Our ability to enter into transactions with our affiliates is restricted.
 As a BDC, we are prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our Independent Directors and, in some cases, the SEC. Any person that owns, directly or indirectly, 5.0% or more of our outstanding voting securities is an affiliate of ours for purposes of the 1940 Act. We are generally prohibited from buying or selling any securities (other than our securities) from or to an affiliate. The 1940 Act also prohibits certain "joint" transactions with an affiliate, which could include investments in the same portfolio company (whether at the same or different times), without prior approval of Independent Directors and, in some cases, the SEC. If a person acquires more than 25.0% of our voting securities, we are prohibited from buying or selling any security (other than our securities) from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security from or to any portfolio company of a private equity fund managed by any affiliate of the Investment Adviser without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

 Because our assets from time to time may be, and are presently, treated as "plan assets" for purposes of ERISA, we will also be prohibited under ERISA from entering into transactions with our affiliates, although we may make co-investments with such entities if appropriate and to the extent permitted under the 1940 Act. See "Item 1. Business—ERISA Considerations" in this Annual Report.
 The Investment Adviser has significant potential conflicts of interest with us and, consequently, your interests as stockholders which could adversely impact our investment returns.
 Our executive officers and directors, as well as the current or future investment professionals of the Investment Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do or of investment funds managed by our affiliates. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might not be in your interests as stockholders. We are focused primarily on investing in the investments that we target, in the future, the investment professionals of the Investment Adviser and/or its affiliates that provide services pursuant to the Investment Advisory Agreement may manage other funds which may from time to time have overlapping investment objectives with our own and, accordingly, may invest in, whether principally or secondarily, asset classes similar to those targeted by us. If this occurs, the Investment Adviser may face conflicts of interest in allocating investment opportunities to us and such other funds. Although the investment professionals endeavor to allocate investment opportunities in a fair and equitable manner, it is possible that we may not be given the opportunity to participate in certain investments made by the Investment Adviser or persons affiliated with the Investment Adviser or that certain of these investment funds may be favored over us. When these investment professionals identify an investment, they may be forced to choose which investment fund should make the investment.
 While we may co-invest with investment entities managed by the Investment Adviser or its affiliates to the extent permitted by the 1940 Act and the rules and regulations thereunder and ERISA, if applicable, the 1940 Act imposes significant limits on co-investment. On August 2, 2021, the SEC granted the Company relief sought in an application for an exemptive order (the "Exemptive Order"), which permits us to co-invest in portfolio companies with certain funds or entities managed by the Investment Adviser or its affiliates in certain negotiated transactions where co-investing would otherwise be prohibited under the 1940 Act, subject to the conditions of the Exemptive Order. Pursuant to the Exemptive Order, we are permitted to co-invest with our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of our Independent Directors make certain conclusions in connection with a co-investment transaction, including, but not limited to, that (1) the terms of the potential co-investment transaction, including the consideration to be paid, are reasonable and fair to us and our stockholders and does not involve overreaching in respect of us or our stockholders on the part of any person concerned, and (2) the potential co-investment transaction is consistent with the interests of our stockholders and is consistent with our then-current investment objectives and strategies. In addition, to the extent that our assets are treated as "plan assets" under ERISA, we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective investments are at the same level of such issuer's capital structure and so long as such co-investment would not otherwise constitute a "prohibited transaction" under ERISA; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act. On August 29, 2024, the Company filed an application for an order which amends certain terms of the Exemptive Order pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act (the "Exemptive Application"). On February 3, 2025, the Company filed an amendment to the Exemptive Application.
 If the Investment Adviser forms other affiliates in the future, we may co-invest on a concurrent basis with such other affiliates, subject to compliance with ERISA, applicable regulations and regulatory guidance or an exemptive order from the SEC and our allocation procedures. In addition, we pay management fees to the Investment Adviser and reimburse the Investment Adviser for certain expenses it incurs. As a result, investors in our common stock invest in us on a "gross" basis and receive distributions on a "net" basis after our expenses. Any potential conflict of interest arising as a result of the arrangements with the Investment Adviser could have a material adverse effect on our business, results of operations and financial condition.
 Conflicts of interest may exist related to other arrangements with the Investment Adviser or its affiliates.
 We have entered into a royalty-free license agreement with Commonwealth Credit Advisors LLC under which Commonwealth Credit Advisors LLC has agreed to grant us a non-exclusive, royalty-free license to use the name Commonwealth Credit Advisors LLC. In addition, to the extent (i) Benefit Plan Investors hold less than 25% of our shares, or (ii) our shares are listed on a national securities exchange, we will reimburse the Administrator for the allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations to us under the Administration Agreement, such as, but not limited to, the allocable portion of the cost of our chief financial officer, chief compliance officer and their respective staffs. This could create conflicts of interest that our Board must monitor.

 The Investment Adviser's liability is limited under the Investment Advisory Agreement, and we have agreed to indemnify the Investment Adviser against certain liabilities, which may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.
 Under the Investment Advisory Agreement, the Investment Adviser does not assume any responsibility other than to render the services called for under that agreement, and it is not responsible for any action of our Board in following or declining to follow the Investment Adviser's advice or recommendations. Under the terms of the Investment Advisory Agreement, the Investment Adviser, its officers, members, personnel, any person controlling or controlled by the Investment Adviser are not liable for acts or omissions performed in accordance with and pursuant to the Investment Advisory Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith, breach of its fiduciary duties under ERISA, if applicable, or reckless disregard of the Investment Adviser's duties under the Investment Advisory Agreement. In addition, we have agreed to indemnify the Investment Adviser and each of its officers, directors, members, managers and employees from and against any claims or liabilities, including reasonable legal fees and other expenses reasonably incurred, arising out of or in connection with our business and operations or any action taken or omitted pursuant to authority granted by the Investment Advisory Agreement, except where attributable to gross negligence, willful misconduct, bad faith, breach of its fiduciary duties under ERISA, if applicable, or reckless disregard of such person's duties under the Investment Advisory Agreement. These protections may lead the Investment Adviser to act in a riskier manner than it would when acting for its own account.
 The Investment Adviser can resign upon 60 days' notice, and a suitable replacement may not be found within that time, resulting in disruptions in our operations that could adversely affect our business, results of operations and financial condition.
 Under the Investment Advisory Agreement, the Investment Adviser has the right to resign at any time upon 60 days' written notice, whether a replacement has been found or not. If the Investment Adviser resigns, we may not be able to find a new Investment Adviser or hire internal management with similar expertise and ability to provide the same or equivalent services on acceptable terms within 60 days, or at all. If a replacement is not able to be found on a timely basis, our business, results of operations and financial condition and our ability to pay distributions are likely to be materially adversely affected. In addition, if we are unable to identify and reach an agreement with a single institution or group of executives having the expertise possessed by the Investment Adviser and its affiliates, the coordination of its internal management and investment activities is likely to suffer. Even if we are able to retain comparable management, whether internal or external, their integration into our business and lack of familiarity with our investment objective may result in additional costs and time delays that may materially adversely affect our business, results of operations and financial condition.
 If we fail to maintain our status as a BDC, our business and operating flexibility could be significantly reduced, and we may be subject to numerous restrictions on our activities, including restrictions on leverage and on the nature of our investments.
 We qualify as a BDC under the 1940 Act. The 1940 Act imposes numerous constraints on the operations of BDCs. For example, BDCs are required to invest at least 70.0% of their total assets in specified types of securities, primarily in private companies or thinly-traded U.S. public companies, cash, cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less. Failure to comply with the requirements imposed on BDCs by the 1940 Act could cause the SEC to bring an enforcement action against us and/or expose us to claims of private litigants. In addition, upon approval of a majority of our stockholders, we may elect to withdraw their respective election as a BDC. If we decide to withdraw our election, or if we otherwise fail to qualify, or maintain our qualification, as a BDC, we may be subject to the substantially greater regulation under the 1940 Act as a closed-end investment company. Compliance with these regulations would significantly decrease our operating flexibility and could significantly increase our cost of doing business.
 If we do not invest a sufficient portion of our assets in qualifying assets, we could be precluded from investing in certain assets or could be required to dispose of certain assets, which could have a material adverse effect on our business, financial condition and results of operations.
 As a BDC, we are prohibited from acquiring any assets other than "qualifying assets" unless, at the time of and after giving effect to such acquisition, at least 70.0% of our total assets are qualifying assets. We may acquire in the future other investments that are not "qualifying assets" to the extent permitted by the 1940 Act. If we do not invest a sufficient portion of our assets in qualifying assets, we would be prohibited from investing in additional assets, which could have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making follow-on investments in existing portfolio companies (which could result in the dilution of our position) or could require us to dispose of investments at inopportune times in order to come into compliance with the 1940 Act. If we need to dispose of these investments quickly, it may be difficult to dispose of such investments on favorable terms. For example, we may have difficulty in finding a buyer and, even if a buyer is found, we may have to sell the investments at a substantial loss.

 Our ability to invest in public companies may be limited in certain circumstances.
 To maintain our status as a BDC, we are not permitted to acquire any assets other than in "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70.0% of our total assets are qualifying assets (with certain limited exceptions). Subject to certain exceptions for follow-on investments and distressed companies, an investment in an issuer that has outstanding securities listed on a national securities exchange may be treated as qualifying assets only if such issuer has a common equity market capitalization that is less than $250.0 million at the time of such investment.
 Regulations governing the operations of BDCs may affect our ability to raise additional equity capital as well as our ability to issue senior securities or borrow for investment purposes, any or all of which could have a negative effect on our investment objectives and strategies.
 Our business requires a substantial amount of capital. We may acquire additional capital from the issuance of senior securities, including borrowing under a credit facility or other indebtedness. In addition, we may also issue additional equity capital, which would in turn increase the equity capital available to us. However, we may not be able to raise additional capital in the future on favorable terms or at all.
 We may issue debt securities and preferred stock, and we may borrow money from banks or other financial institutions, which we refer to collectively as "senior securities", up to the maximum amount permitted by the 1940 Act. We do not currently intend to issue preferred stock, however. The 1940 Act permits us to issue senior securities in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% after each issuance of senior securities. If our asset coverage ratio is not at least 150%, we would be unable to issue senior securities, and if we had senior securities outstanding (other than any indebtedness issued in consideration of a privately arranged loan, such as any indebtedness outstanding under a credit facility), we would be unable to make distributions to our Stockholders. If the value of our assets declines, we may be unable to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness at a time when such sales may be disadvantageous.
 In addition, we may in the future seek to securitize other portfolio securities to generate cash for funding new investments. To securitize loans, we would likely create a wholly-owned subsidiary and contribute a pool of loans to the subsidiary. We would then sell interests in the subsidiary on a non-recourse basis to purchasers and we would retain all or a portion of the equity in the subsidiary. If we are unable to successfully securitize our loan portfolio our ability to grow our business or fully execute our business strategy could be impaired and our earnings, if any, could decrease. The securitization market is subject to changing market conditions, and we may not be able to access this market when it would be otherwise deemed appropriate. Moreover, the successful securitization of our portfolio might expose us to losses as the residual investments in which we do not sell interests will tend to be those that are riskier and more apt to generate losses. The 1940 Act also may impose restrictions on the structure of any securitization.
 We may also obtain capital through the issuance of additional equity capital. As a BDC, we generally are not able to issue or sell our common stock at a price below net asset value per share. If our common stock trades at a discount to our net asset value per share, this restriction could adversely affect our ability to raise equity capital. We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below our net asset value per share if the Board and Independent Directors determine that such sale is in our best interests and the best interests of our stockholders, and our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of the Board, closely approximates the market value of such securities (less any underwriting commission or discount). If we raise additional funds by issuing more shares of our common stock, or if we issue senior securities convertible into, or exchangeable for, our common stock, the percentage ownership of our stockholders may decline and you may experience dilution.
 Our business model in the future may depend to an extent upon our referral relationships, and the inability of the investment professionals of the Investment Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business strategy.
 If the investment professionals of the Investment Adviser fail to maintain existing relationships or develop new relationships with other sponsors or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom the investment professionals of the Investment Adviser have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that any relationships they currently or may in the future have will generate investment opportunities for us.

 Our Board may change our investment objective, operating policies and strategies without prior notice or stockholder approval, the effects of which may be adverse to your interests as stockholders.
 Our Board has the authority, except as otherwise provided in the 1940 Act, to modify or waive certain of our operating policies and strategies without prior notice and without stockholder approval. As a result, our Board may be able to change our investment policies and objectives without any input from our stockholders. However, absent stockholder approval, we may not change the nature of our business so as to cease to be, or withdraw our election as, a BDC. We cannot predict the effect any changes to our current operating policies and strategies would have on our business and operating results. Nevertheless, any such changes could adversely affect our business and impair our ability to make distributions to our stockholders.
 We will be subject to corporate-level U.S. federal income tax on all of our income if we are unable to maintain tax treatment as a RIC under Subchapter M of the Code, which would have a material adverse effect on our financial performance.
 Although we intend to qualify annually as a RIC under Subchapter M of the Code, no assurance can be given that we will be able to obtain or maintain our RIC tax treatment. To maintain RIC tax treatment and be relieved of U.S. federal income taxes on income and gains distributed to our stockholders, we must meet the annual distribution, source-of-income and asset diversification requirements described below.
 • The annual distribution requirement will be satisfied if we distribute dividends to our stockholders during the taxable year equal to at least 90.0% of our investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for dividends paid) plus 90.0% of our net interest income excludable under Section 103(a) of the Code. Because we use debt financing, we would be subject to an asset coverage ratio requirement under the 1940 Act, and we may be subject to certain financial covenants contained in debt financing agreements (as applicable). This asset coverage ratio requirement and these financial covenants could, under certain circumstances, restrict us from making distributions to our stockholders, which distributions are necessary for us to satisfy the annual distribution requirement. If we are unable to obtain cash from other sources and thus are unable to make sufficient distributions to our stockholders, we could fail to qualify for tax treatment as a RIC and thus become subject to U.S. corporate-level federal income tax (and any applicable state and local taxes).

 • The source-of-income requirement will be satisfied if at least 90.0% of our allocable share of gross income for each taxable year is derived from dividends, interest payments with respect to loans of certain securities, gains from the sale of stock or other securities, net income from certain "qualified publicly traded partnerships" or other income derived with respect to our business of investing in such stock or securities.

 • The asset diversification requirement will be satisfied if we meet certain asset diversification requirements at the end of each quarter of our taxable year. To satisfy this requirement, at least 50.0% of the value of our assets must consist of cash, cash equivalents, U.S. government securities, securities of other RICs, and other such securities if such other securities of any one issuer do not represent more than 5.0% of the value of our assets nor more than 10.0% of the outstanding voting securities of the issuer; and no more than 25.0% of the value of our assets can be invested in the securities, other than U.S. government securities or securities of other RICs, of one issuer, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or of certain "qualified publicly traded partnerships". Failure to meet these requirements may result in us having to dispose of certain investments quickly in order to prevent the loss of our RIC status. Because most of our investments are intended to be in private companies, and therefore may be relatively illiquid, any such dispositions could be made at disadvantageous prices and could result in substantial losses.

 If we fail to maintain our tax treatment as a RIC for any reason, and we do not qualify for certain relief provisions under the Code, we would be subject to corporate-level U.S. federal income tax (and any applicable state and local taxes). In this event, the resulting taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions, which would have a material adverse effect on our financial performance.
 We may not be able to pay you distributions on our common stock, our distributions to you may not grow over time and a portion of our distributions to you may be a return of capital for U.S. federal income tax purposes.
 We intend to pay quarterly distributions to our stockholders out of assets legally available for distribution. Such quarterly distributions will generally consist of cash or cash equivalents, except that we may make distributions of assets in kind with the prior consent of each receiving stockholder. We cannot assure you that we will continue to achieve investment results or maintain a tax status that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. If we are unable to satisfy the asset coverage test applicable to us as a BDC, our ability to pay distributions to our stockholders could be limited. All distributions are paid at the discretion of the Board and depend on our earnings, financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time. The

 distributions that we pay to our stockholders in a year may exceed our taxable income for that year and, accordingly, a portion of such distributions may constitute a return of capital for U.S. federal income tax purposes.
 We may have difficulty paying our required distributions if we recognize taxable income before or without receiving cash representing such income.
 For U.S. federal income tax purposes, we include in our taxable income our allocable share of certain amounts that we have not yet received in cash, such as original issue discount ("OID") or accruals on a contingent payment debt instrument, which may occur if we receive warrants in connection with the origination of a loan (among other circumstances) or contracted PIK interest and dividends, which generally represents contractual interest added to the loan balance and due at the end of the loan term. Our allocable share of such OID and PIK interest is included in our taxable income before we receive any corresponding cash payments. We may also be required to include in our taxable income our allocable share of certain other amounts that we will not receive in cash.
 Because in certain cases we may recognize taxable income before or without receiving cash representing such income, we may have difficulty making distributions to our stockholders that will be sufficient to enable us to meet the annual distribution requirement necessary for us to qualify for tax treatment as a RIC. Accordingly, we may need to sell some of our assets at times and/or at prices that we would not consider advantageous. We may need to raise additional equity or debt capital, we may need to forego new investment opportunities, or we may otherwise take actions that are disadvantageous to our business (or be unable to take actions that are advantageous to our business) to enable us to make distributions to our stockholders that will be sufficient to enable us to meet the annual distribution requirement. If we are unable to obtain cash from other sources to enable us to meet the annual distribution requirement, we may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable state and local taxes).
 If we are not treated as a "publicly offered regulated investment company," as defined in the Code, U.S. stockholders that are individuals, trusts or estates will be taxed as though they received a distribution of some of our expenses.
 We do not expect to qualify to be treated as a "publicly offered regulated investment company" (within the meaning of Section 67 of the Code). Unless and until we are treated as a "publicly offered regulated investment company" as a result of either (i) our shares being held by at least 500 persons at all times during a taxable year, (ii) our shares being continuously offered pursuant to a public offering (within the meaning of section 4 of the Securities Act) or (iii) our shares being treated as regularly traded on an established securities market, for purposes of computing the taxable income of U.S. stockholders that are individuals, trusts or estates, (1) our earnings will be computed without taking into account such U.S. stockholders' allocable shares of the management and incentive fees paid to the Investment Adviser and certain of our other expenses, (2) each such U.S. stockholder will be treated as having received or accrued a distribution from us in the amount of such U.S. stockholder's allocable share of these fees and expenses for such taxable year, (3) each such U.S. stockholder will be treated as having paid or incurred such U.S. stockholder's allocable share of these fees and expenses for the calendar year and (4) each such U.S. stockholder's allocable share of these fees and expenses will be treated as miscellaneous itemized deductions by such U.S. stockholder. For taxable years beginning before January 1, 2026, miscellaneous itemized deductions generally are not deductible by a U.S. stockholder that is an individual, trust or estate. For taxable years beginning in 2026 or later, miscellaneous itemized deductions generally are deductible by a U.S. stockholder that is an individual, trust or estate only to the extent that the aggregate of such U.S. stockholder's miscellaneous itemized deductions exceeds 2% of such U.S. stockholder's adjusted gross income for U.S. federal income tax purposes, are not deductible for purposes of the alternative minimum tax and are subject to the overall limitation on itemized deductions under Section 68 of the Code.
 Risks Arising from Potential Controlled Group Liability.
 Under certain circumstances it could be possible for the Company, along with its affiliates, to obtain a controlling interest (i.e., 80% or more) in certain portfolio companies. This could occur, for example, in connection with a work out of the portfolio company's debt obligations or a restructuring of the portfolio company's capital structure. Based on federal court decisions, there is a risk that the Company (along with its affiliates) could be treated as engaged in a "trade or business" for purposes of ERISA's controlled group rules. In such an event, the Company could be jointly and severally liable for a portfolio company's liabilities with respect to the underfunding of any pension plans which such portfolio company sponsors or to which it contributes. If the portfolio company were not able to satisfy those liabilities, they could become the responsibility of the Company, causing it to incur potentially significant, unexpected liabilities for which reserves were not established.
 Changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy.
 Changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository commercial lenders could significantly affect our operations and our cost of doing business. Our portfolio companies are subject to

 U.S. federal, state and local laws and regulations. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, any of which could materially adversely affect our business, including with respect to the types of investments we are permitted to make, and your interests as stockholders potentially with retroactive effect. In addition, any changes to the laws and regulations governing our operations relating to permitted investments may cause us to alter our investment strategy in order to make available to ourselves new or different opportunities. These changes could result in material changes to our strategies which may result in our investment focus shifting from the areas of expertise of the Investment Adviser to other types of investments in which the Investment Adviser may have less expertise or little or no experience. Any such changes, if they occur, could have a material adverse effect on our business, results of operations and financial condition and, consequently, the value of your investment in us.
 Over the last several years, there has been an increase in regulatory attention to the extension of credit outside of the traditional banking sector, raising the possibility that some portion of the non-bank financial sector will be subject to new regulation. While it cannot be known at this time whether these regulations will be implemented or what form they will take, increased regulation of non-bank credit extension could negatively impact our operations, cash flows or financial condition, impose additional costs on us, intensify the regulatory supervision of us or otherwise adversely affect our business.
 We cannot predict how tax reform legislation will affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.
 Legislative or other actions relating to taxes could have a negative effect on us. The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. New legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could significantly and negatively affect our ability to qualify for tax treatment as a RIC or the U.S. federal income tax consequences to us and our stockholders of such qualification, or could have other adverse consequences. Stockholders are urged to consult with their tax advisor regarding tax legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our securities.
 Our business and operations could be negatively affected if we become subject to any securities litigation or stockholder activism, which could cause us to incur significant expense and hinder execution of investment strategy.
 Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing in the BDC space recently. While we are currently not subject to any securities litigation or stockholder activism, we may in the future become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert the attention of our management and Board and resources from our business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to any securities litigation or activist stockholder matters.
 Internal and external cyber threats, disease pandemics, as well as other disasters, could impair our ability to conduct business effectively.
 The occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, disease pandemics, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.
 We depend heavily upon computer systems to perform necessary business functions. We depend on the effectiveness of the information and cybersecurity policies, procedures and capabilities maintained by our affiliates and our and their respective third-party services providers to protect their computer and telecommunications systems and the data that reside on or are transmitted through them. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Cyber-attacks that do not have a security impact may nonetheless cause harm, such as causing denial-of-service attacks (i.e., efforts to make network services unavailable to intended users) on websites, servers or other online systems. Cyber-attacks could cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.

 If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to stockholders (and their beneficial owners) and material nonpublic information. The systems we have implemented to manage risks relating to these types of events could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our and our Investment Adviser's operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to stockholders, material nonpublic information and other sensitive information in our possession.
 A disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third parties with whom we conduct business, or directly affecting our headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.
 Third parties with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cybersecurity incident that affects our data, resulting in increased costs and other consequences as described above. There is no assurance that any efforts to mitigate cybersecurity risks undertaken by us, our affiliates, or our or their respective third-party service providers will be effective.
 RISKS RELATING TO OUR INVESTMENTS
 Our investments in portfolio companies may be risky, and we could lose all or part of any of our investments.
 Investments in middle market businesses are highly speculative and involve a high degree of risk of credit loss. These risks are likely to increase during volatile economic periods, such as the U.S. and many other economies have recently experienced. Among other things, these companies:
 • may have limited financial resources and may be unable to meet their obligations under their debt instruments that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood that we realize any guarantees from subsidiaries or affiliates of our portfolio companies that we may have obtained in connection with our investment, as well as a corresponding decrease in the value of any equity components of our investments;

 • may have shorter operating histories, narrower product lines, smaller market shares and/or more significant customer concentrations than larger businesses, which tend to render them more vulnerable to competitors' actions and market conditions, as well as general economic downturns;

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

 • generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence;

 • may be targets of cybersecurity or other technological risks;

 • may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and

 • generally have less publicly available information about their businesses, operations and financial condition.

 In addition, in the course of providing significant managerial assistance to certain of our eligible portfolio companies, certain of our officers and directors may serve as directors on the boards of such companies, to the extent permitted under applicable law, including ERISA. We will be entitled to any fees payable by any of our portfolio companies for the services of our officers or directors as directors thereof. To the extent that litigation arises out of our investments in these companies, our officers and directors may be named as defendants in such litigation, which could result in an expenditure of funds (through our indemnification of such officers and directors) and the diversion of management time and resources.

 Our investment strategy, which is focused primarily on privately held companies, presents certain challenges, including the lack of available information about these companies.
 We invest primarily in privately held companies. There is generally little public information about these companies, and, as a result, we must rely on the ability of the Investment Adviser to obtain adequate information to evaluate the potential returns from, and risks related to, investing in these companies. If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately held companies frequently have less diverse product lines and smaller market presence than larger competitors. They are, thus, generally more vulnerable to economic downturns and may experience substantial variations in operating results. These factors could adversely affect our investment returns.
 Our investments in securities rated below investment grade are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates.
 Our investments are almost entirely rated below investment grade or may be unrated, which are often referred to as "leveraged loans", "high yield" or "junk" securities, and may be considered "high risk" compared to debt instruments that are rated investment grade. High yield securities are regarded as having predominantly speculative characteristics with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, high yield securities generally offer a higher current yield than that available from higher grade issues, but typically involve greater risk. These securities are especially sensitive to adverse changes in general economic conditions, to changes in the financial condition of their issuers and to price fluctuation in response to changes in interest rates.
 During periods of economic downturn or rising interest rates, issuers of below investment grade instruments may experience financial stress that could adversely affect their ability to make payments of principal and interest and increase the possibility of default.
 Our portfolio may be concentrated in a limited number of industries, which may subject us to a risk of significant loss if there is a downturn in a particular industry in which a number of our investments are concentrated.
 Our portfolio may be concentrated in a limited number of industries. A downturn in any particular industry in which we are invested could significantly impact the portfolio companies operating in that industry, and accordingly, the aggregate returns that we realize from our investment in such portfolio companies.
 Specifically, companies in the business services industry are subject to general economic downturns and business cycles, and will often suffer reduced revenues and rate pressures during periods of economic uncertainty. In addition, companies in the software industry often have narrow product lines and small market shares. Because of rapid technological change, the average selling prices of products and some services provided by software companies have historically decreased over their productive lives. As a result, the average selling prices of products and services offered by software companies in which we invest may decrease over time. If an industry in which we have significant investments suffers from adverse business or economic conditions, as these industries have to varying degrees, a material portion of our investment portfolio could be affected adversely, which, in turn, could adversely affect our financial position and results of operations.
 Defaults by our portfolio companies may harm our operating results.
 A portfolio company's failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company's ability to meet its obligations under the debt or equity securities that we hold.
 We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company. In addition, lenders in certain cases can be subject to lender liability claims for actions taken by them when they become too involved in the borrower's business or exercise control over a borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken if we render significant managerial assistance to the borrower. Furthermore, if one of our portfolio companies were to file for bankruptcy protection, even though we may have structured our investment as senior secured debt, depending on the facts and circumstances, including the extent to which we provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt holding and subordinate all or a portion of our claim to claims of other creditors.

 The lack of liquidity in our investments may adversely affect our business.
 We invest, and will continue to invest, in companies whose securities are not publicly traded and whose securities will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities. The illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required or otherwise choose to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. Our investments are usually subject to contractual or legal restrictions on resale or are otherwise illiquid because there is usually no established trading market for such investments. Because most of our investments are illiquid, we may be unable to dispose of them in which case we could fail to qualify as a RIC and/or a BDC, or we may be unable to do so at a favorable price, and, as a result, we may suffer losses.
 Price declines and illiquidity in the corporate debt markets may adversely affect the fair value of our portfolio investments, reducing our net asset value through increased net unrealized losses.
 As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at fair value as determined in good faith by our Board. For purposes of the 1940 Act, the Board has designated the Investment Adviser as the Company's "valuation designee" under Rule 2a-5 under the 1940 Act. The Board provides oversight of the Investment Adviser's fair value determinations of the Company's portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded and those whose market prices are not readily available. As part of the valuation process, we ((x) through an unaffiliated third-party firm, to the extent that our assets are treated as "plan assets" for purposes of ERISA, or (y) through our Investment Adviser and/or Administrator, to the extent that our assets are not treated as "plan assets" for purposes of ERISA) may take into account the following types of factors, if relevant, in determining the fair value of our investments:
 • a comparison of the portfolio company's securities to publicly traded securities;

 • the enterprise value of a portfolio company;

 • the nature and realizable value of any collateral;

 • the portfolio company's ability to make payments and its earnings and discounted cash flow;

 • the markets in which the portfolio company does business; and

 • changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made in the future and other relevant factors.

 When an external event such as a purchase transaction, public offering or subsequent sale occurs, we will use the pricing indicated by the external event to corroborate our valuation. We will record decreases in the market values or fair values of our investments as unrealized loss. Declines in prices and liquidity in the corporate debt markets may result in significant net unrealized losses in our portfolio. The effect of all of these factors on our portfolio may reduce our net asset value by increasing net unrealized loss in our portfolio. Depending on market conditions, we could incur substantial realized losses and may suffer additional unrealized losses in future periods, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
 If we are unable to make follow-on investments in our portfolio companies, the value of our investment portfolio could be adversely affected.
 Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as "follow-on" investments, in order to (i) increase or maintain in whole or in part our equity ownership percentage, (ii) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing or (iii) attempt to preserve or enhance the value of our investment. We may elect not to make follow-on investments or may otherwise lack sufficient funds to make these investments. We have the discretion to make follow-on investments, subject to the availability of capital resources. If we fail to make follow-on investments, the continued viability of a portfolio company and our investment may, in some circumstances, be jeopardized and we could miss an opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, either because we prefer other opportunities or because we are subject to BDC requirements that would prevent such follow-on investments or such follow-on investments would adversely impact our ability to maintain our RIC status.

 Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.
 We can invest in portfolio companies at all levels of the capital structure. Our portfolio companies may have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt in which we invest.
 By their terms, these debt instruments may entitle the holders to receive payment of interest or principal on or before the dates on which we are entitled to receive payments with respect to the debt instruments in which we invest. In addition, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution. After repaying the senior creditors, the portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt instruments in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.
 The disposition of our investments may result in contingent liabilities.
 Most of our investments involve private securities. In connection with the disposition of an investment in private securities, we may be required to make representations about the business and financial affairs of the portfolio company typical of those made in connection with the sale of a business. We may also be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate or with respect to certain potential liabilities. These arrangements may result in contingent liabilities that ultimately yield funding obligations that must be satisfied through our return of certain distributions previously made to us.
 There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims.
 Even though we may have structured certain of our investments as senior loans, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we actually provided managerial assistance to that portfolio company, a bankruptcy court might re-characterize our debt investment and subordinate all or a portion of our claim to that of other creditors. We may also be subject to lender liability claims for actions taken by us with respect to a borrower's business or instances where we exercise control over the borrower. It is possible that we could become subject to a lender's liability claim, including as a result of actions taken in rendering significant managerial assistance.
 We generally do not control our portfolio companies.
 We generally do not control most of our portfolio companies, even though we may have board representation or board observation rights, and our debt agreements may contain certain restrictive covenants that limit the business and operations of our portfolio companies. As a result, we are subject to the risk that a portfolio company may make business decisions with which we disagree and the management of such company may take risks or otherwise act in ways that do not serve our interests as debt investors. Due to the lack of liquidity of the investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event that we disagree with the actions of a portfolio company as readily as we would otherwise like to or at favorable prices which could decrease the value of our investments.
 Economic recessions, downturns or government spending cuts could impair our portfolio companies and harm our operating results.
 Many of our portfolio companies may be susceptible to economic slowdowns or recessions, and may be unable to repay their debt investments during these periods. Therefore, our non-performing assets are likely to increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions also may decrease the value of collateral securing some of our debt investments and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events could prevent us from increasing investments and harm our operating results.
 Inflation could adversely affect the business, results of operations and financial condition of our portfolio companies.
 Certain of our portfolio companies are in industries that could be impacted by inflation. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results and impact their ability to pay interest and principal on our loans, particularly if interest rates rise in response to inflation. In addition, any

 projected future decreases in our portfolio companies' operating results due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of our investments could result in future realized or unrealized losses and therefore reduce our net assets resulting from operations.
 We may invest in derivatives or other assets that expose us to certain risks, including market risk, liquidity risk and other risks similar to those associated with the use of leverage.
 The Company may invest in derivatives and other assets that are subject to many of the same types of risks related to the use of leverage. In October 2020, the SEC adopted Rule 18f-4 under the 1940 Act regarding the ability of a BDC to use derivatives and other transactions that create future payment or delivery obligations. Under Rule 18f-4, BDCs that use derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program and testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a "limited derivatives user," as defined under Rule 18f-4. Under Rule 18f-4, a BDC may enter into an unfunded commitment agreement (which may include delayed draw and revolving loans) that will not be deemed to be a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Collectively, these requirements may limit the Company's ability to use derivatives and/or enter into certain other financial contracts.
 The Company has adopted updated policies and procedures in compliance with Rule 18f-4. The Company expects to qualify as a "limited derivatives user." Future legislation or rules may modify how the Company treats derivatives and other financial arrangements for purposes of the Company's compliance with the leverage limitations of the 1940 Act. Future legislation or rules may modify how leverage is calculated under the 1940 Act and, therefore, may increase or decrease the amount of leverage currently available to the Company under the 1940 Act, which may be materially adverse to the Company and the Company's investors.
 We may be subject to additional risks if we invest in foreign securities and/or engage in hedging transactions.
 The 1940 Act generally requires that 70.0% of our investments be in issuers each of whom is organized under the laws of, and has its principal place of business in, any state of the United States, the District of Columbia, Puerto Rico, the Virgin Islands or any other possession of the United States. Our investment strategy does not presently contemplate significant investments in securities of non-U.S. companies. However, we may desire to make such investments, to the extent that such transactions and investments are permitted under the 1940 Act. We expect that these investments would focus on the same types of investments that we make in U.S. middle market companies and accordingly would be complementary to our overall strategy and enhance the diversity of our holdings. Investing in foreign companies could expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Investments denominated in foreign currencies would be subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk, or that if we do, such strategies will be effective.
 Engaging in hedging transactions would also, indirectly, entail additional risks to our stockholders. Although it is not currently anticipated that we would engage in hedging transactions as a principal investment strategy, if we determined to engage in hedging transactions, we generally would seek to hedge against fluctuations of the relative values of our portfolio positions from changes in market interest rates or currency exchange rates. Hedging against a decline in the values of our portfolio positions would not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of the positions declined. However, such hedging could establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions.
 These hedging transactions could also limit the opportunity for gain if the values of the underlying portfolio positions increased. Moreover, it might not be possible to hedge against an exchange rate or interest rate fluctuation that was so generally anticipated that we would not be able to enter into a hedging transaction at an acceptable price. If we choose to engage in hedging transactions, there can be no assurances that we will achieve the intended benefits of such transactions and, depending on the degree of exposure such transactions could create, such transactions may expose us to risk of loss.
 While we may enter into these types of transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates could result in poorer overall investment performance than if we had

 not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged could vary. Moreover, for a variety of reasons, we might not seek to establish a perfect correlation between the hedging instruments and the portfolio holdings being hedged. Any imperfect correlation could prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it might not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities would likely fluctuate as a result of factors not related to currency fluctuations.
 Environmental, Social, and Governance ("ESG") Risk.
 The Company faces increasing public scrutiny related to ESG activities. The Company risks damage to its brand and reputation if it fails to act responsibly with respect to environmental stewardship, corporate governance and transparency and considering ESG factors in its investment processes. Adverse incidents with respect to ESG activities could impact the value of the Company's brand, the cost of its operations and relationships with shareholders, all of which could adversely affect the business and results of operations. Additionally, new regulatory initiatives related to ESG could adversely affect the Company's business.
 RISKS RELATING TO OUR SECURITIES
 Investing in our common stock may involve an above average degree of risk.
 The investments we may make may result in a higher amount of risk, volatility or loss of principal than alternative investment options. These investments in portfolio companies may be highly speculative and aggressive, and therefore, an investment in our common stock may not be suitable for investors with lower risk tolerance.
 You may not receive distributions or our distributions may decline or may not grow over time.
 We cannot assure you that we will achieve investment results or maintain a tax status that will allow or require any specified level of cash distributions or year-to-year increases in cash distributions. In particular, our future distributions are dependent upon the investment income we receive on our portfolio investments. To the extent such investment income declines, our ability to pay future distributions may be harmed.
 Our Shares are registered under the Exchange Act and therefore stockholders may be subject to certain filing requirements.
 Because our common stock is registered under the Exchange Act, ownership information for any person who beneficially owns more than 5% of our common stock will have to be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, our stockholders who choose to reinvest their dividends may see their percentage stake in us increased to more than 5%, thus triggering this filing requirement. Each stockholder is responsible for determining their filing obligations and preparing the filings. In addition, our stockholders who hold more than 10% of a class of our shares may be subject to Section 16(b) of the Exchange Act, which recaptures for our benefit profits from the purchase and sale of registered stock within a six-month period.
 We do not currently intend for our shares to be listed on any national securities exchange.
 There is currently no public market for our common stock, and a market for our common stock may never develop. Our stockholders generally may not sell, assign or transfer their shares without prior written consent of the Investment Adviser, which the Investment Adviser may grant or withhold in its sole discretion.
 Except in limited circumstances for legal or regulatory purposes, our stockholders are not entitled to redeem their Shares. Our stockholders must be prepared to bear the economic risk of an investment in our common stock for an indefinite period of time. While we may in the future undertake to list our securities on a national securities exchange, there can be no assurance that such a listing will be successfully completed. Furthermore, an exchange listing does not ensure that an actual market will develop for a listed security.
 Item 1B. Unresolved Staff Comments
 None.

 Item 1C. Cybersecurity
 Cybersecurity
 The Company has processes in place designed to assess, identify, and manage material risks from cybersecurity threats. The Company's business is dependent on the communications and information systems of the Investment Adviser and other third-party service providers. The Investment Adviser manages the Company's day-to-day operations and has implemented a cybersecurity program that applies to the Company and its operations.

 Cybersecurity Program Overview
 The Investment Adviser has instituted a cybersecurity program designed to identify, assess, and manage cyber risks applicable to the Company. The cyber risk management program involves risk assessments, implementation of security measures, and ongoing monitoring of systems and networks, including networks on which the Company relies. The Investment Adviser, together with external consultants it engages, actively monitors the current threat landscape in an effort to identify material risks arising from new and evolving cybersecurity threats, including material risks faced by the Company.
 The Company relies on the Investment Adviser's compliance and risk management program and processes, which include periodic review of the Investment Adviser's Cybersecurity Program.
 The Company depends on and engages various third parties, including service providers, to operate its business. The Company relies on its Chief Compliance Officer ("CCO") and the expertise of risk management, legal, information technology, and compliance personnel of the Investment Adviser when identifying and overseeing risks from cybersecurity threats associated with its reliance upon such third parties.
 Third-party information security service providers, subject to the Investment Adviser's Technology Risk and Information Security Committee (the "Committee") and Company CCO's oversight, have been engaged to monitor and support the Investment Adviser and Company information security control environment and breach notification processes. The Investment Adviser's Committee, subject to the Company CCO's oversight, monitors developments in data privacy and security.

 Board Oversight of Cybersecurity Risks
 The Board provides strategic oversight on cybersecurity matters, including risks associated with cybersecurity threats. The Board receives periodic updates from the CCO, which incorporates updates provided by the Investment Adviser regarding the overall state of the Investment Adviser's cybersecurity program, information on the current threat landscape, and risks from cybersecurity threats and cybersecurity incidents impacting the Investment Adviser's operations, as well as the Company.

 Management's Role in Cybersecurity Risk Management
 The Company's management, including the Company's CCO and the Investment Adviser's Committee, are responsible for assessing and managing material risks from cybersecurity threats that impact the Company. The CCO of the Company oversees the Company's oversight function generally and relies on the Investment Adviser's Committee to assist with assessing and managing material risks from cybersecurity threats. The Committee is chaired by an outside cybersecurity and information technology expert, and its other members are the Investment Adviser's Chief Financial Officer, CCO, General Counsel, Chief Operating Officer, and Director of Information Technology. The CCO has been responsible for oversight of the Company's overall SEC compliance program, since the Company's inception and has worked in the financial services industry for more than 25 years, during which time the CCO has gained expertise in assessing and overseeing controls regarding risks applicable to the Company.
 The Company's Senior Management team, including the CCO, is regularly informed about and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents impacting the Company, and/or other comparable SEC regulated investment funds and their managers, including through the receipt of notifications from service providers and reliance on communications with operations, risk management, legal, information technology, and/or compliance personnel of the Investment Adviser.

 Assessment of Cybersecurity Risk
 The potential impact of risks from cybersecurity threats posed to the Company are assessed on an ongoing basis, and how such risks could materially affect the Company's business strategy, operational results, and financial condition are regularly evaluated. During the reporting period, the Company has not identified any risks from cybersecurity threats, including as a result of previous

 cybersecurity incidents, that the Company believes have materially affected, or are reasonably likely to materially affect, the Company, including its business strategy, operational results, and financial condition.
 Item 2. Properties
 We maintain our principal executive office at 360 S Rosemary Avenue, Suite 1700, West Palm Beach, FL, 33401. We do not own any real estate. We believe that our present facilities are adequate to meet our current needs. If new or additional space is required, we believe that adequate facilities are available at competitive prices in the same area.
 Item 3. Legal Proceedings
 We, our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator are not currently subject to any material legal proceedings as of December 31, 2024. From time to time, we, our wholly-owned direct subsidiaries, the Investment Adviser and the Administrator may be a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our business, financial condition or results of operations.
 Item 4. Mine Safety Disclosures
 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 Our outstanding shares are offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") under Section 4(a)(2) and Regulation D. See "—Sales of Unregistered Securities" in this Annual Report for more information. There is currently no public market for the shares, and we do not expect one to develop.
 Because shares of our common stock have been, and will be, acquired by investors in one or more transactions "not involving a public offering," they are "restricted securities" and may be required to be held indefinitely. Our shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our consent is granted, which consent, with respect to an ERISA Plan, will not be withheld unreasonably in the case of a change of such ERISA Plan's fiduciaries or trustees, and (ii) the shares are registered under applicable securities laws or specifically exempted from registration (in which case the stockholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares and to execute such other instruments or certifications as are reasonably required by us. No transfer of shares will be permitted if such transfer may give rise to a prohibited transaction under Section 406(b) of ERISA, and the transferor and the transferee must so represent in any transfer documents.
 Stockholders
 As of March 12, 2025, there were 4 holders of record of our shares of common stock.
 Valuation of Portfolio Investments
 Please see "Part I—Item 1. Business—Valuation of Portfolio Investments" in this Annual Report for disclosure regarding valuation of portfolio investments.
 Distributions; Dividend Reinvestment Plan
 Subject to the requirements of Section 852(a) of Subchapter M of the Code and the terms of any indebtedness or preferred shares, distributions of proceeds will generally be made to the stockholders pro rata based on the number of shares held by each stockholder. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
 We have adopted a dividend reinvestment plan ("DRIP"), pursuant to which we will reinvest all cash dividends declared by the Board on behalf of our stockholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our stockholders who have not opted out of our DRIP will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Stockholders who receive dividends and other distributions in the form of Shares generally are subject to the same U.S. federal tax consequences as investors who elect to receive their distributions in cash.
 The following table summarizes the Company's distributions declared and payable for the year ended December 31, 2024:

 Fiscal Year 2024

 $

 24.00

 $

 27.00

 $

 30.00

 $

 28.50

 The following table summarizes the Company's distributions declared and payable for the year ended December 31, 2023:

 Fiscal Year 2023

 $

 22.80

 $

 24.20

 September 27, 2023

 $

 25.00

 December 27, 2023

 $

 36.00

 We have entered into subscription agreements with investors and may enter into additional subscription agreements in connection with the private offering, pursuant to which have issued and sold, and may continue to issue and sell, shares of our common stock under the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D thereunder.
 The following table sets forth the total Shares issued through the DRIP during the year ended December 31, 2024:

 13,657

 $

 13,139

 15,796

 15,150

 2,722

 2,596

 2,635

 2,477

 34,810

 $

 The following table sets forth the total Shares issued related to capital drawdowns during the year ended December 31, 2023:

 February 24, 2023

 87,145

 $

 85,000

 June 21, 2023

 30,797

 30,000

 117,942

 $

 115,000

 The following table sets forth the total Shares issued through the DRIP during the year ended December 31, 2023:

 10,772

 $

 10,507

 12,482

 12,158

 13,136

 12,873

 19,402

 19,010

 55,792

 $

 Recent Sales of Unregistered Securities and Use of Proceeds
 The Company did not make any sales of unregistered securities during the year ended December 31, 2024, that were not previously disclosed in a current report on Form 8-K.
 Item 6. [Reserved]

 Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The information in management's discussion and analysis of financial condition and results of operations relates to Commonwealth Credit Partners BDC I, Inc. (collectively, "we", "us", "our", or the "Company").
 Forward Looking Statements
 The information contained in this section should be read in conjunction with the financial data and consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K ("the Annual Report"). Some of the statements in this Annual Report (including in the following discussion) constitute forward-looking statements, which relate to future events or our future performance or our financial condition.
 Forward-looking statements are identified by their use of such terms and phrases such as "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "target", "will", "would" or similar expressions. Actual results could differ materially from those projected in the forward-looking statements for any reason, including the factors set forth in Part I—Item 1A.—Risk Factors contained in this Annual Report. We have based the forward-looking statements included in this Annual Report on information available to us on the date of this Annual Report. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Although we undertake no obligation to revise or update any forward-looking statements, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the "SEC"), including annual reports on Form 10-K, registration statements on Form 10, quarterly reports on Form 10-Q and current reports on Form 8-K.
 Overview
 The Company is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") and has elected to be treated for U.S. federal income tax purposes, and to qualify annually thereafter, as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Company was formed on January 15, 2021 ("Inception Date") as a Delaware corporation. The Company commenced investment operations on August 17, 2021.
 The Company is managed by the Investment Adviser, a Delaware limited liability company and an affiliate of Comvest Capital Advisors LLC and Comvest Credit Advisors LLC (collectively, "Comvest Partners"). The Investment Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"). The Investment Adviser oversees the management of the Company's activities and is responsible for making investment decisions with respect to the Company's portfolio.
 The Company's investment objective is to generate both current income and capital appreciation by investing in middle-market companies in a wide range of industries primarily structured as senior credit facilities, and to a lesser extent, junior credit facilities. The Company also may purchase interests in loans through secondary market transactions.
 Portfolio and Investment Activity
 During the year ended December 31, 2024, we made $135.7 million of investments in new portfolio companies and had $99.2 million in aggregate amount of sales, restructurings, and repayments, resulting in net investments of $36.5 million for the period. The total portfolio of debt investments at fair value consisted of 100% bearing variable interest rates and 0% bearing fixed interest rates.
 During the year ended December 31, 2023, we made $305.4 million of investments in new portfolio companies and had $38.7 million in aggregate amount of sales and repayments, resulting in net investments of $266.7 million for the period. The total portfolio of debt investments at fair value consisted of 100% bearing variable interest rates and 0% bearing fixed interest rates.

 Our portfolio composition, based on fair value at December 31, 2024 was as follows:

of Total
Portfolio

 Weighted Average
Current Yield for

 97.9

 %

 10.8

 %

 1.3

 —

 0.8

 —

 Total

 100.0

 %

 10.8

 %

 Our portfolio composition, based on fair value at December 31, 2023 was as follows:

of Total
Portfolio

 Weighted Average
Current Yield for

 99.0

 %

 12.0

 %

 1.0

 —

 Total

 100.0

 %

 12.0

 %

 The following table shows our portfolio and investment activity for the years ended December 31, 2024 and 2023:

 Year ended December 31,

 (in millions)

 2024

 2023

 New investments

 $

 135.7

 $

 305.4

 Non-cash investment income

 1.9

 —

 Debt repayments in existing portfolio companies

 (99.2

)

 (31.0

)

 Sales/restructurings of securities in portfolio companies

 —

 (7.7

)

 Change in unrealized gain on portfolio companies

 13.2

 8.7

 Change in unrealized loss on portfolio companies

 (22.7

)

 (10.6

)

 As of December 31, 2024, the Company's top five industry concentrations were Consumer Services, Health Care Equipment & Services, Financial Services, Media & Entertainment, and Software & Services. On December 31, 2024, our portfolio consisted of 63 portfolio companies and was invested 98.7% in first lien loans and 1.3% in equities. The fair value of our investments was approximately $644.2 million on December 31, 2024.
 As of December 31, 2023, the Company's top five industry concentrations were Consumer Services, Diversified Financials, Health Care Providers & Services, Health Care Equipment & Services, and Commercial & Professional Services. On December 31, 2023, our portfolio consisted of 39 portfolio companies and was invested 99.0% in first lien loans and 1.0% in equities. The fair value of our investments was approximately $618.6 million on December 31, 2023.
 The following summarizes our portfolio company investments and the industries in which we were invested as of December 31, 2024, calculated as a percentage of fair value as of December 31, 2024:

 Portfolio Company(1)

 Percentage of Total Investments at Fair Value

 190 Octane Financing, LLC

 $

 12,730

 2.0

 %

 190 Octane Holdings, LLC

 0.0

 %

 Abea Acquisition, Inc.

 12,103

 1.9

 %

 AccessOne Medcard, Inc.

 11,470

 1.8

 %

 ACT Acquisition Intermediate Holdco, LLC

 8,024

 1.2

 %

 AIDC IntermediateCo 2, LLC

 28,150

 4.3

 %

 Allbridge, LLC

 2,158

 0.3

 %

 Atlas US Buyer, LLC

 12,793

 2.0

 %

 Atlas US Holdings, LP

 0.1

 %

 Batteries Plus Holding Corporation

 2.5

 %

 BHP Management Holdings, LLC

 20,396

 3.1

 %

 Billhighway, LLC

 3,763

 0.6

 %

 Cardiology Management Holdings, LLC

 12,212

 1.9

 %

 Cardiology Partners Co., L.P.

 0.0

 %

 CAS Acquisition, LLC

 21,108

 3.2

 %

 Checked Up, Inc

 12,255

 1.9

 %

 CTM Acquisition, LLC

 0.0

 %

 CTM Group, Inc.

 18,219

 2.8

 %

 Discovery SL Management, LLC

 2,995

 0.5

 %

 Drive Assurance Corporation

 6,414

 1.0

 %

 EEP-EPS Fund I-A, LP - Series A-1 Preferred Units

 0.1

 %

 Engineered Films Acquisition Inc.

 20,515

 3.2

 %

 EPS Operations, LLC

 17,173

 2.6

 %

 Fiesta Holdings, LLC

 7,740

 1.2

 %

 Firebirds Buyer, LLC

 23,613

 3.6

 %

 Firebirds Intermediate Holdings I, LLC

 0.1

 %

 Hasa Acquisition, LLC

 15,193

 2.2

 %

 Hornblower Sub LLC

 4,286

 0.7

 %

 Kemper Sports Management Holdings, LLC Equity

 1,521

 0.2

 %

 Kemper Sports Management, LLC

 23,137

 3.6

 %

 Kent Water Sports Holdings, LLC

 9,586

 1.5

 %

 MerchantWise Solutions, LLC

 12,141

 1.9

 %

 Military Retail Solutions, LLC

 15,736

 2.4

 %

 Mollie Funding II, LLC

 8,689

 1.3

 %

 Narcote, LLC

 7,656

 1.2

 %

 National Debt Relief, LLC

 26,078

 4.0

 %

 Oak Dental Partners

 16,726

 2.6

 %

 Oak Dental Partners Holding Company, LLC

 0.1

 %

 OAO Acquisitions, Inc.

 7,590

 1.2

 %

 OmniMax International, LLC

 2,658

 0.4

 %

 8,534

 1.3

 %

 OpCo Borrower, LLC

 2,150

 0.3

 %

 Pansophic Learning US, LLC

 15,621

 2.4

 %

 PDDS Holdco, Inc.

 16,864

 2.6

 %

 PJW Ultimate Holdings, LLC

 14,839

 2.3

 %

 Priority Holdings, LLC

 3,990

 0.6

 %

 Restaurant Holding Company, LLC

 20,871

 3.2

 %

 Rushmore Intermediate II, LLC

 15,966

 2.5

 %

 Rushmore Lender Co-Invest Blocker, LLC

 0.1

 %

 S4T Holdings Corp.

 33,111

 5.1

 %

 Portfolio Company(1)

 Percentage of Total Investments at Fair Value

 SDB Partners Holdco, LLC

 —

 0.0

 %

 Sea-K Investors, LLC

 —

 0.0

 %

 Select Rehabilitation, LLC

 15,225

 2.3

 %

 Senior Support Holdings (Franchise) Acquisition, Inc.

 4,258

 0.7

 %

 Senior Support Holdings, LP

 0.1

 %

 Spartan CP, LLC

 6,833

 1.1

 %

 Total Fleet Buyer, LLC

 6,859

 1.1

 %

 TVG OCM III (FT) Blocker, LLC

 —

 0.0

 %

 VardimanBlack Holdings, LLC

 24,970

 3.8

 %

 Vecta Holdings, LLC

 7,374

 1.1

 %

 Vistria ESS Holdings, LLC

 0.1

 %

 West Creek Financial SPV- Debt Facility VI, LLC

 6,969

 1.1

 %

 Whitestone Home Furnishings, LLC

 14,386

 2.2

 %

 5,334

 0.8

 %

 Total

 $

 100.0

 %

 (1) The Company updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of December 31, 2024 to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2024.

 Industry(1)

 Investments and Cash and Cash Equivalents at

 Percentage of

 $

 142,554

 21.9

 %

 113,774

 17.5

 %

 91,533

 14.1

 %

 64,866

 10.0

 %

 60,918

 9.4

 %

 52,815

 8.1

 %

 41,235

 6.4

 %

 23,972

 3.7

 %

 2.5

 %

 15,736

 2.4

 %

 7,656

 1.2

 %

 Insurance

 6,414

 1.0

 %

 5,334

 0.8

 %

 Transportation

 4,286

 0.7

 %

 2,158

 0.3

 %

 $

 100.0

 %

 (1) The Company reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of December 31, 2024 to align with Global Industry Classification Standards ("GICS"), where applicable. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2024.

 The following summarizes our portfolio company investments and the industries in which we were invested as of December 31, 2023, calculated as a percentage of fair value as of December 31, 2023:

 Portfolio Company

 Percentage of Total Investments at Fair Value

 190 Octane Financing

 $

 14,002

 2.26

 %

 Abea Acquisition, Inc.

 12,488

 2.02

 %

 AccessOne Medcard, Inc.

 11,016

 1.78

 %

 ACT Entertainment

 6,376

 1.03

 %

 Aurora Solutions LLC

 13,818

 2.23

 %

 Batteries Plus Holding Corporation

 16,404

 2.65

 %

 BKH

 21,496

 3.48

 %

 Bradford Health Services

 20,603

 3.33

 %

 Cardiovascular Logistics

 12,307

 1.99

 %

 Checked Up

 11,996

 1.94

 %

 CreditAssociates, LLC

 21,951

 3.55

 %

 Educators Publishing Service

 18,619

 3.01

 %

 Fiesta Holdings

 9,480

 1.53

 %

 Firebirds

 23,534

 3.81

 %

 Hasa

 14,498

 2.34

 %

 Kemper Sports Management

 23,871

 3.86

 %

 Kent Water Sports Holdings, LLC

 1.91

 %

 MerchantWise Solutions, LLC

 14,423

 2.33

 %

 Mollie Funding II LLC

 11,865

 1.92

 %

 Narcote, LLC

 8,478

 1.37

 %

 National Debt Relief

 23,734

 3.84

 %

 Nuspire, LLC

 6,672

 1.08

 %

 Oak Dental

 17,103

 2.76

 %

 OAO Acquisitions

 6,197

 1.00

 %

 15,479

 2.50

 %

 Peak Technologies

 28,152

 4.56

 %

 PJW Ultimate Holdings LLC

 14,083

 2.28

 %

 Planet DDS

 15,461

 2.50

 %

 Raven Engineered Films, Inc.

 20,059

 3.24

 %

 Rushmore Intermediate

 15,670

 2.53

 %

 S4T Holdings Corp.

 34,048

 5.50

 %

 Select Rehabilitation

 19,043

 3.08

 %

 The Smilist Management, Inc.

 17,998

 2.91

 %

 VardimanBlack Holdings LLC

 22,663

 3.67

 %

 Vecta Environmental Services

 6,791

 1.10

 %

 VENU+

 19,860

 3.21

 %

 WestCreek Financial

 6,917

 1.12

 %

 Whitestone Home Furnishings, LLC

 14,342

 2.32

 %

 Wilnat, Inc.

 15,241

 2.46

 %

 Total

 $

 100.00

 %

 Investments at

 Percentage of

 $

 161,594

 26.1

 %

 78,285

 12.7

 69,951

 11.3

 55,436

 9.0

 40,839

 6.6

 40,148

 6.5

 35,936

 5.8

 Media

 34,098

 5.5

 28,537

 4.6

 26,477

 4.3

 26,180

 4.2

 21,095

 3.4

 $

 %

 Portfolio Asset Quality
 Our Investment Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all debt investments on a scale of 1 to 6 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio debt investment relative to the inherent risk at the time the original debt investment was made (i.e., at the time of acquisition), although it may also take into account under certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors.

 Loan
Rating

 Summary Description

 Investments that are performing at or above expectations. No issues or foreseen issues on performance, covenants, liquidity, etc. The credit is expected to be repaid or prior to maturity through available cash flow or to be refinanced.

 Investments that are performing substantially within our expectations, with the risks remaining neutral or favorable. All new loans are initially rated 2. The credit is expected to be repaid or prior to maturity through available cash flow or to be refinanced by a third party.

 Investments that are performing below our expectations and that require closer monitoring, but where we expect no loss of investment return or principal.

 Investments that are performing below our expectations and for which risk has increased since the original investment. Although the loan is underperforming, there is not a high likelihood of any loss of principal or interest but there may be a possibility for equity returns, one-time fees or capitalized interest (if applicable) to be implied.

 Investments that are performing substantially below our expectations and whose risks have increased substantially since the original investment. Typically, the borrower will be in default, or the loan will have been modified to address a default or the loan may be past due.

 Investments that are performing poorly; it is unlikely that the enterprise or asset values currently exceed the debt and/or material reduction in enterprise value is reasonably foreseen.

 The Investment Adviser focuses on downside protection by leveraging existing rights available under the credit documents; however, for investments that are significantly underperforming, which may need to be restructured, the Investment Adviser's workout team partners with the investment team and all material amendments, waivers and restructurings require the approval of a majority of the Investment Committee.

 As of December 31, 2024, the weighted average risk rating of our investments based on fair value was 2.5. As of December 31, 2024, the Company had four portfolio companies on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies—for additional details regarding the Company's non-accrual policy.

 Internal
Performance
Rating

 Investments at
(In thousands)

of Total
Investments

 $

 33,861

 5.2

 %

 395,234

 61.4

 %

 128,729

 20.0

 %

 56,829

 8.8

 %

 26,228

 4.1

 %

 3,330

 0.5

 %

 Total

 $

 100.0

 %

 As of December 31, 2023, the weighted average risk rating of our investments based on fair value was 2.4. As of December 31, 2023, the Company had two portfolio companies on non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies—for additional details regarding the Company's non-accrual policy.

 Internal
Performance
Rating

 Investments at
(In thousands)

of Total
Investments

 $

 —

 —

 %

 465,078

 75.2

 118,997

 19.2

 —

 —

 22,663

 3.7

 1.9

 Total

 $

 100.0

 %

 The following table shows the amortized cost and fair value of our performing and non-accrual investments as of the following periods.

 Performing

 $

 614,567

 $

 614,653

 $

 585,921

 $

 584,075

 Non-accrual

 48,502

 29,558

 41,970

 34,501

 Total

 $

 663,069

 $

 $

 627,891

 $

 During the year ended December 31, 2024, certain of our investments were on non-accrual status, as reflected in the Schedule of Investments. A summary of our non-accrual assets as of December 31, 2024, is provided below. Under GAAP, we will not recognize cash and PIK interest income on such investments for financial reporting purposes.

 Portfolio Company

 Date of Non-Accrual Status

 Kent Water Sports Holdings, LLC(1)

 10/1/2023

 $

 12,713

 $

 3,330

 $

 16,243

 $

 10/1/2024

 14,157

 8,534

 —

 —

 Select Rehabilitation, LLC

 10/1/2024

 18,724

 15,225

 —

 —

 VardimanBlack Holdings, LLC(1)

 10/1/2023

 2,908

 2,469

 25,727

 22,663

 Total

 $

 48,502

 $

 29,558

 $

 41,970

 $

 34,501

 (1) Only certain positions are on non-accrual status.

 The following table shows the weighted average rate, spread over the reference rate of floating rate and fees of debt investments originated and the weighted average rate of sales and payoffs of portfolio companies during the year ended December 31, 2024.

 Weighted average rate of new investment fundings

 10.33

 %

 Weighted average spread over Reference Rate of new floating rate investment fundings

 5.46

 %

 Weighted average OID fees of new investment funding

 1.24

 %

 Weighted average rate of sales and payoffs of portfolio investments

 11.84

 %

 The following table shows the weighted average rate, spread over the reference rate of floating rate and fees of debt investments originated and the weighted average rate of sales and payoffs of portfolio companies during the year ended December 31, 2023.

 Weighted average rate of new investment fundings

 11.99

 %

 Weighted average spread over Reference Rate of new floating rate investment fundings

 6.52

 %

 Weighted average fees of new investment funding

 2.25

 %

 The amount of the portfolio in each risk rating may vary substantially from period to period resulting primarily from changes in the composition of the portfolio as a result of new investment, restructuring, repayment and exit activities. In addition, changes in the risk ratings may be made to reflect our expectation of performance and changes in investment values.
 RESULTS OF OPERATIONS
 Our operating results for the years ended December 31, 2024, 2023 and 2022 were as follows (dollars in thousands):

 2024

 2023

 2022

 Total investment income

 $

 79,676

 $

 68,090

 $

 24,407

 Less: Net expenses

 18,008

 15,051

 7,013

 Net realized gains (losses)

 (6,262

)

 (4,054

)

 Net change in unrealized gains (losses)

 (9,543

)

 (1,836

)

 (8,030

)

 Net increase (decrease) in net assets resulting from operations

 $

 $

 $

 9,414

 Investment Income
 Investment income for the years ended December 31, 2024, 2023 and 2022, were driven by deployment of capital, interest income from our investments, and an increasing invested balance. The composition of our investment income for the years ended December 31, 2024, 2023 and 2022 were as follows (dollars in thousands):

 2024

 2023

 2022

 Investment income from non-controlled, non-affiliated investments:

 Interest income

 77,431

 66,865

 24,068

 Fee income

 1,493

 1,225

 Investment income from affiliated investments:

 Interest income

 —

 —

 Total investment income

 $

 79,676

 $

 68,090

 $

 24,407

 Operating Expenses
 The composition of our operating expenses for the year ended December 31, 2024 was as follows (dollars in thousands):

Ended December 31, 2024

 Incentive fees

 $

 1,591

 Management fees, net

 6,364

 Interest expense

 7,730

 Professional fees

 Directors' fees

 Other general and administrative expenses

 1,422

 Net expenses

 $

 18,008

 The composition of our operating expenses for the year ended December 31, 2023 was as follows (dollars in thousands):

Ended December 31, 2023

 Incentive fees

 $

 2,141

 Management fees, net

 5,410

 Interest expense

 5,731

 Professional fees

 Directors' fees

 Other general and administrative expenses

 1,176

 Incentive fee waiver

 (63

)

 Net expenses

 $

 15,051

 The composition of our operating expenses for the year ended December 31, 2022 was as follows (dollars in thousands):

Ended December 31, 2022

 Management fees, net

 $

 2,716

 Interest expense

 2,862

 Professional fees

 Directors' fees

 Amortization of offering costs

 Other general and administrative expenses

 Management fee waiver

 (120

)

 Net expenses

 $

 7,013

 Net Realized Gains (Losses) and Net Change in Unrealized Gains (Losses) on Investments
 Net realized gains (losses) and net change in unrealized gains (losses) on investments for the year ended December 31, 2024 were as follows (dollars in thousands):

Ended December 31, 2024

 Net realized gains (losses)

 Non-controlled, non-affiliated investments

 $

 (6,262

)

 Total net realized gains (losses)

 (6,262

)

 Net change in unrealized gains (losses) on investments

 Non-controlled, non-affiliated investments

 (5,199

)

 Affiliated investments

 (4,344

)

 Total net change in unrealized gains (losses) on investments

 (9,543

)

 Net realized and unrealized gains (losses)

 $

 (15,805

)

 During year ended December 31, 2024, as a result of an investment restructuring, $9.3 million of senior secured debt was exchanged for equity with a fair market value of $2.9 million, resulting in a realized loss of $6.4 million.

 Net realized gains (losses) and net change in unrealized gains (losses) on investments for the year ended December 31, 2023 were as follows (dollars in thousands):

Ended December 31, 2023

 Net realized gains (losses)

 Non-affiliate investments

 $

 (4,054

)

 Total net realized gains (losses)

 (4,054

)

 Net change in unrealized gains (losses) on investments

 Non-affiliate investments

 (1,836

)

 Total net change in unrealized gains (losses) on investments

 (1,836

)

 Net realized and unrealized gains (losses)

 $

 (5,890

)

 Net realized gains (losses) and net change in unrealized gains (losses) on investments for the year ended December 31, 2022 were as follows (dollars in thousands):

Ended December 31, 2022

 Net realized gains (losses)

 Non-affiliate investments

 $

 Total net realized gains (losses)

 Net change in unrealized gains (losses) on investments

 Non-affiliate investments

 (8,030

)

 Total net change in unrealized gains (losses) on investments

 (8,030

)

 Net realized and unrealized gains (losses)

 $

 (7,980

)

 Recent Developments
 None.
 Liquidity and Capital Resources
 We generate cash from (1) drawing down capital in respect of Shares, (2) cash flows from investments and operations and (3) borrowings from banks or other lenders.
 As of December 31, 2024, we are party to the Goldman Credit Facility, as described in Note 6—Borrowings.

 Our primary uses of cash are to originate (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) to fund the cost of operations (including expenses, the Management Fee and, to the extent permitted under the 1940 Act, any indemnification obligations), (3) debt service of any borrowings and (4) cash distributions to the Stockholders.
 Operating liquidity is our ability to meet our short-term liquidity needs. The following table presents our operating liquidity position as of December 31, 2024:

 $

 5,334

 Unfunded portfolio company commitments

 (48,707

)

 Undrawn capital commitments

 186,571

 Outstanding principal on credit facility

 (111,100

)

 Total operational liquidity

 $

 32,098

 The following table presents our operating liquidity position as of December 31, 2023:

 $

 8,887

 Unfunded portfolio company commitments

 (58,395

)

 Undrawn capital commitments

 186,571

 Total operational liquidity

 $

 137,063

 Taxation as a RIC
 We have elected to be treated, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code. As a RIC, we generally will not be subject to corporate-level U.S. federal income taxes on any income that we distribute as dividends for U.S. federal income tax purposes to our stockholders. To maintain our qualification as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to maintain RIC tax treatment, we must distribute to our stockholders, for each tax year, an amount equal to at least 90% of our "investment company taxable income," which is generally our net ordinary income plus the excess, if any, of realized net short-term capital gain over realized net long-term capital loss and determined without regard to any deduction for dividends paid.
 Additionally, in order to avoid the imposition of a U.S. federal excise tax, we are required to distribute, in respect of each calendar year, dividends to our stockholders of an amount at least equal to the sum of 98% of our calendar year net ordinary income (taking into account certain deferrals and elections); 98.2% of our capital gain net income (adjusted for certain ordinary losses) for the one year period ending on October 31 of such calendar year; and any net ordinary income and capital gain net income for preceding calendar years that were not distributed during such calendar years and on which we previously did not incur any U.S. federal income tax. If we fail to qualify as a RIC for any reason and become subject to corporate tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.
 Related Party Transactions and Agreements
 Investment Advisory Agreement
 We entered into an investment advisory and management agreement with our Investment Adviser on June 29, 2021 (the "Original Investment Advisory Agreement"). On June 29, 2023, the Company entered into an amended and restated investment advisory and management agreement (the "Amended and Restated Investment Advisory Agreement" and together with the Original Investment Advisory Agreement, the "Investment Advisory Agreement") with the Investment Adviser, following the approval of the Amended and Restated Investment Advisory Agreement by the Company's stockholders by unanimous written consent on June 29, 2023. The terms of the Amended and Restated Investment Advisory Agreement became effective on July 1, 2023, and did not impact Management Fees paid in prior periods.
 The Board, including a majority of the directors that are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act, most recently approved the renewal of the Investment Advisory Agreement on May 10, 2024. Such approvals were made in accordance with, and on the basis of an evaluation satisfactory to the Board as required by, Section 15(c) of the 1940 Act and applicable rules and regulations thereunder, including a consideration of, among other factors, (i) the nature, quality and extent of the advisory and other services to be provided under the agreement, (ii) the investment performance of the personnel who manage investment portfolios with objectives similar to the Company's, (iii) comparative data with respect to advisory fees or similar

 expenses paid by other BDCs with similar investment objectives and (iv) information about the services to be performed and the personnel performing such services under the agreement.
 Administration Agreement
 On June 29, 2021, we entered into an administration agreement (the "Administration Agreement") with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the "Administrator"), under which the Administrator will provide administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. The Board, including a majority of the directors that are not "interested persons" as defined in Section 2(a)(19) of the 1940 Act, most recently approved the renewal of the Administration Agreement on May 10, 2024. Such approvals were made in accordance with, and on the basis of an evaluation satisfactory to the Board as required by, Section 15(c) of the 1940 Act and applicable rules and regulations thereunder. Under the Administration Agreement, the Administrator will also perform, or oversee the performance of, our required administrative services, which includes being responsible for the financial records which we are required to maintain and preparing reports to our stockholders and reports filed with the SEC and providing the services of our chief financial officer, chief compliance officer and their respective staffs. In addition, the Administrator will assist us in determining and publishing our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our stockholders and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administrator may also provide on our behalf managerial assistance to our portfolio companies.
 Co-Investment Relief
 The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On August 2, 2021, the SEC granted the Company exemptive relief (the "Order") that allows it to enter into certain negotiated co-investment transactions alongside other funds managed by the Investment Adviser or its affiliates ("Affiliated Funds") in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions of the Order.
 Pursuant to the Order, the Company is permitted to co-invest with its affiliates if, among other things, required majority" (as defined in Section 57(o) of the 1940 Act) of the Company's Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company's stockholders and do not involve overreaching in respect of the Company or the Company's stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company's stockholders and is consistent with the Company's investment objective and strategies. In addition, to the extent that our assets are treated as "plan assets" under ERISA, we will only co-invest in the same issuer with certain funds or entities managed by the Investment Adviser or its affiliates, so long as their and our respective investments are at the same level of such issuer's capital structure; provided, that in no event will we co-invest with any other fund or entity in contravention of the 1940 Act.
 On August 29, 2024, the Company filed an application for an order which amends certain terms of the Order pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act.
 Distributions and Dividends
 We have adopted a dividend reinvestment plan ("DRIP"), pursuant to which we will reinvest all cash dividends declared by the Board on behalf of our stockholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our stockholders who have not opted out of our DRIP will have their cash distributions automatically reinvested in additional shares, rather than receiving the cash dividend or other distribution. Stockholders who receive dividends and other distributions in the form of Shares generally are subject to the same U.S. federal tax consequences as investors who elect to receive their distributions in cash.
 Distributions declared for the year ended December 31, 2024, totaled approximately $62.1 million.

 The following table reflects distributions, including dividends and returns of capital, if any, per share that have been declared by our Board for the current fiscal year to date:

 Fiscal Year 2024

 $

 24.00

 $

 27.00

 $

 30.00

 $

 28.50

 Distributions declared for the year ended December 31, 2023, totaled approximately $54.5 million.
 The following table reflects distributions, including dividends and returns of capital, if any, per share that have been declared by our Board for the year ended December 31, 2023:

 Fiscal Year 2023

 $

 22.80

 $

 24.20

 September 27, 2023

 $

 25.00

 December 27, 2023

 $

 36.00

 Distributions declared for the year ended December 31, 2022, totaled approximately $17.4 million.
 The following table reflects distributions, including dividends and returns of capital, if any, per share that have been declared by our Board for the year ended December 31, 2022:

 Fiscal Year 2022

 March 28, 2022

 March 28, 2022

 March 29, 2022

 $

 12.00

 June 27, 2022

 June 27, 2022

 June 28, 2022

 $

 14.00

 September 27, 2022

 September 27, 2022

 September 28, 2022

 $

 18.00

 December 27, 2022

 December 27, 2022

 December 28, 2022

 $

 24.00

 We intend to pay quarterly distributions to our stockholders in amounts sufficient to qualify as and maintain our status as a RIC. We intend to distribute approximately all of our net investment income on a quarterly basis and substantially all of our taxable income on an annual basis, except that we may retain certain net capital gains for reinvestment.
 Borrowings
 We are only allowed to borrow money such that our asset coverage, which, as defined in the 1940 Act, measures the ratio of total assets less total liabilities not represented by senior securities to total borrowings, equals at least 150% after such borrowing, with certain limited exceptions. As a result, in addition to the foregoing 1940 Act restriction on leverage, we do not currently expect to borrow in excess of the lesser of 20% of our Aggregate Committed Capital and $130 million. We may in the future, though, determine to utilize a greater amount of leverage, including for investment purposes. As of December 31, 2024, we had $111 million par value of outstanding borrowings and our asset coverage ratio of total assets to total borrowings was 587%, compliant with the minimum asset coverage level of 150% generally required for a BDC by the 1940 Act.
 On August 11, 2021, Commonwealth Credit Partners BDC, Inc. (the "Company"), entered into a Credit Agreement (together with the exhibits and schedules thereto, the ''Goldman Credit Facility'') as the borrower and Goldman Sachs Bank USA ("Goldman Sachs") as the lender. The Goldman Credit Facility is structured as a revolving credit facility secured by the Capital Commitments of the Company's subscribed investors and certain related assets. On September 27, 2021, the Credit Agreement was amended, pursuant to which the maximum loan amount was increased to the lesser of $130 million and the Borrowing Base.
 The Goldman Credit Facility is uncommitted and matures on the earlier of (i) the date on which either the Company or lender provide written notice of termination to the other party and (ii) the date that is 30 days prior to the last date on which the Company may issue capital drawdowns to its investors. Under the Goldman Credit Facility, the Company is permitted to borrow up to the lesser of $130 million and the Borrowing Base. The "Borrowing Base" is based upon the unfunded capital commitments of certain subscribed investors in the Company that have been approved by Goldman Sachs and meet certain criteria. The advance rate for such

 investors is currently 90% but may be subject to modification. The Goldman Credit Facility contains certain customary affirmative and negative covenants and events of default.
 The Goldman Credit Facility bears interest at a rate of Term SOFR plus 2.82% per annum.
 Contractual Obligations
 The following table shows our payment obligations for repayment of debt and other contractual obligations as of December 31, 2024 (dollars in thousands):

 Total Aggregate Borrowing Capacity(1)

 Total Principal Outstanding

 Goldman Sachs Credit Facility

 $

 $

 111,100

 Total

 $

 $

 111,100

 (1) As of December 31, 2024, we had $18.9 million in unused borrowing capacity under the Goldman Credit Facility, subject to borrowing base limits.

 Off-Balance Sheet Arrangements
 We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
 Commitments
 In the ordinary course of business, we may enter into future funding commitments. As of December 31, 2024 and 2023, we had unfunded commitments on revolving credit lines and delayed draw loans of $48.7 million and $58.4 million, respectively. We maintain sufficient financial resources to satisfy unfunded commitments, including cash on hand, undrawn capital commitments from our investors, and available borrowings to fund such unfunded commitments. Please refer to Note 7—Commitments and Contingencies in the notes to our consolidated financial statements for further detail of these unfunded commitments.
 Significant Accounting Estimates and Critical Accounting Policies
 Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we will evaluate our estimates, including those related to the matters described below. Actual results could differ from those estimates.
 While our significant accounting policies are also described in Note 2 of notes to our consolidated financial statements appearing elsewhere in this report, we believe the following accounting policies require the most significant judgment in the preparation of our consolidated financial statements.
 Valuation of Portfolio Investments
 The Investment Adviser values our portfolio investments on a quarterly basis, or more frequently if required under the 1940 Act. For purposes of the 1940 Act, the Company's Board of Directors ("the Board") has designated the Investment Adviser as the Company's "valuation designee" under Rule 2a-5 under the 1940 Act (the "Valuation Designee"). The Board provides oversight of the Investment Adviser's fair value determinations of our portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded, those whose market prices are not readily available. Security transactions are accounted for on a trade date basis.

 To the extent (i) Benefit Plan Investors hold 25% or more of our outstanding Shares, and (ii) our Shares are not listed on a national securities exchange, one or more independent valuation firms (each a "Valuation Agent") are engaged to independently value our investments, in consultation with the Investment Adviser. Our quarterly valuation procedures, which are the procedures that will be followed by such Valuation Agent to the extent (i) Benefit Plan Investors hold 25% or more of our outstanding Shares, and (ii) our Shares are not listed on a national securities exchange, are set forth in more detail below:
 1) Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services.

 2) Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi- step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.

 a) Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. If the Valuation Agent is unable to sufficiently validate the quote(s) internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and

 b) For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following:

 (i) Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;
 (ii) Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
 3) Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi-step valuation process:

 a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; and

 b) Preliminary valuation conclusions will then be documented and discussed with our senior management.

 The income and market approaches were used in the determination of fair value of certain Level 3 assets as of December 31, 2024 and 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments and any other end of term fees, as applicable. Included in the consideration and selection of discount rates are factors such as risk of default, interest rate risk, and changes in credit quality. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies.
 For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.

 The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period and the fluctuations could be material.
 In the event Benefit Plan Investors do not hold 25% or more of our outstanding Shares, or our Shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser will undertake the roles to be performed by the personnel of the Valuation Agent, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which we do not have a readily available market quotation will be reviewed by an independent valuation firm engaged by our Board.
 For all valuations, the Valuation Committee of our Board, which consists solely of directors who are not "interested persons" of the Company, as such term is used under the 1940 Act (the "Independent Directors"), will review these preliminary valuations and our Board, a majority of whom are Independent Directors, will discuss the Investment Adviser's valuations; provided, however, that to the extent our assets are treated as "plan assets" for purposes of ERISA, the Valuation Agent will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and our Board, and our Board, absent manifest error, will accept such valuations prepared by the Valuation Agent in accordance therewith.
 Revenue Recognition
 Interest Income
 Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. Loan origination fees, original issue discount ("OID") and market discounts or premiums are capitalized and amortized into interest income using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income.
 Fee Income
 Fee income, such as structuring fees, loan monitoring, amendment, syndication fees, commitment, termination, and other loan fees are recognized as income when earned, either upon receipt or amortized into fee income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan fees are recorded as fee income.
 Non-accrual
 Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued interest is generally reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.
 See "Portfolio Asset Quality" above for a summary of our non-accrual assets as of December 31, 2024.
 Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss
 Investment transactions are accounted for on the trade date. Gain or loss on the sale of investments is calculated using the specific identification method. Net change in unrealized gain or loss will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when a gain or loss is realized.
 Organizational Expenses and Offering Costs
 Organizational expenses consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of Common Stock of the Company. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the inception date. There were no organizational or offering costs for the years ended December 31, 2024 and 2023. As of December 31, 2024 and 2023, no offering costs were deferred.

 Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 We are subject to certain financial market risks, such as interest rate fluctuations. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. A prolonged reduction in interest rates will reduce our gross investment income and could result in a decrease in our net investment income if such decreases in SOFR are not offset by a corresponding increase in the spread over SOFR that we earn on any portfolio investments, a decrease in our operating expenses, including with respect to our income incentive fee, or a decrease in the interest rate of our floating interest rate liabilities tied to SOFR. As of December 31, 2024, 100% of our debt investments at fair value represent floating-rate investments with a reference rate floor and none of our debt investments at fair value represent fixed-rate investments. Additionally, our Goldman Credit Facility is also subject to floating interest rates and are currently paid based on floating SOFR rates.
 The following table estimates the potential changes in net cash flow generated from interest income and expenses, should interest rates increase by 100, 200 or 300 basis points, or decrease by 100 and 200 basis points. Interest income is calculated as revenue from interest generated from our portfolio of investments held as of December 31, 2024. Interest expense is calculated based on the terms of our outstanding revolving credit facility and subscription line. For our Goldman Credit Facility, we use the outstanding balance as of December 31, 2024. Interest expense on this balance is calculated using the interest rate as of December 31, 2024, adjusted for the hypothetical changes in rates, as shown below.
 Assuming that the Consolidated Statement of Assets and Liabilities as of December 31, 2024, was to remain constant and that we took no actions to alter our interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates. Actual results could differ significantly from those estimated in the table.

 Change in Interest Rates

 Net Increase
(Decrease) in
Interest Income
(in thousands)

 Net Increase
(Decrease) in
Interest Expense
(in thousands)

 Net Increase
(Decrease) in Net
Investment Income
(in thousands)

 Down 100 basis points

 $

 (6,687

)

 $

 (1,111

)

 $

 (5,576

)

 Down 200 basis points

 (13,373

)

 (2,222

)

 (11,151

)

 Up 100 basis points

 6,687

 1,111

 5,576

 Up 200 basis points

 13,373

 2,222

 11,151

 Up 300 basis points

 20,060

 3,333

 16,727

 Because we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Commonwealth Credit Partners BDC I, Inc.

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 42)

 Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Consolidated Schedule of Investments as of December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 Report of Independent Registered Public Accounting Firm
 To the Shareholders and the Board of Directors of Commonwealth Credit Partners BDC I, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated statements of assets and liabilities of Commonwealth Credit Partners BDC I, Inc. (the Company), including the consolidated schedules of investments, as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations, changes in its net assets, and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

 Basis for Opinion

 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of December 31, 2024 and 2023, by correspondence with the custodian, syndication agents, and underlying investee companies; when replies were not received from the custodian, syndication agents, and underlying investee companies, we performed other auditing procedures.

 Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Ernst & Young LLP

 We have served as the Company's auditor since 2021.

 Miami, Florida

 CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
 (amounts in thousands except share and per share data)

 Assets

 Investments, at fair value:

 Non-controlled, non-affiliated investments (amortized cost of $ 644,734 and $ 611,648, respectively)

 $

 634,625

 $

 606,738

 Affiliated investments (amortized cost of $ 18,335 and $ 16,243, respectively)

 9,586

 Total investments, at fair value (amortized cost of $ 663,069 and $ 627,891, respectively)

 5,334

 8,887

 Receivables:

 Interest receivable

 7,197

 2,841

 Prepaid expenses and other assets

 1,234

 Total Assets

 $

 657,976

 $

 630,414

 Liabilities

 Credit facility (net of deferred financing costs of $ 18 and $ 50, respectively)

 $

 111,082

 $

 100,750

 Payables:

 Management fee payable, net (Note 4)

 1,622

 1,529

 Interest payable

 Incentive fee payable, net (Note 4)

 Directors fee payable

 —

 Accrued other general and administrative expenses

 Total Liabilities

 $

 114,207

 $

 103,756

 Commitments and contingencies (Note 7)

 Net Assets

 Common Shares, $ 0.001 par value; 1,000,000 shares authorized; 582,249 and 547,439 shares issued and outstanding, respectively

 $

 $

 Additional paid-in capital

 569,695

 536,354

 Total distributable earnings (accumulated deficit)

 ( 25,927

)

 ( 9,697

)

 Total Net Assets

 $

 $

 Total Liabilities and Net Assets

 $

 657,976

 $

 630,414

 Net Asset Value Per Common Share

 $

 933.91

 $

 962.04

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

 CONSOLIDATED STATEMENTS OF OPERATIONS
 (amounts in thousands except share and per share data)

 2024

 2023

 2022

 Income:

 Investment income from non-controlled, non-affiliated investments:

 Interest income

 $

 77,431

 $

 66,865

 $

 24,068

 Fee income

 1,493

 1,225

 Investment income from affiliated investments:

 Interest income

 —

 —

 Total Investment Income

 79,676

 68,090

 24,407

 Expenses:

 Incentive fees

 1,591

 2,141

 —

 Management fees, net

 6,364

 5,410

 2,716

 Interest expense

 7,730

 5,731

 2,862

 Professional fees

 Directors' fees

 Amortization of offering costs

 —

 —

 Other general and administrative expenses

 1,422

 1,176

 Total Expenses

 18,008

 15,114

 7,133

 Less: Management fee waiver (Note 4)

 —

 —

 ( 120

)

 Less: Incentive fee waiver (Note 4)

 —

 ( 63

)

 —

 Net expenses

 18,008

 15,051

 7,013

 Net Investment Income (Loss)

 Realized and unrealized gains (losses) on investments and foreign currency transactions

 Net realized gains (losses):

 Non-controlled, non-affiliated investments

)

)

 Total net realized gains (losses)

)

)

 Net change in unrealized gains (losses):

 Non-controlled, non-affiliated investments

 ( 5,199

)

)

)

 Affiliated investments

 ( 4,344

)

 —

 —

 Total net change in unrealized gains (losses)

)

)

)

 Total realized and unrealized gains (losses)

 ( 15,805

)

 ( 5,890

)

 ( 7,980

)

 Net Increase (Decrease) in Net Assets Resulting from Operations

 $

 $

 $

 9,414

 Per Common Share Data:

 Basic and diluted net investment income/(loss) per common share

 $

 108.83

 $

 109.91

 $

 85.40

 Basic and diluted net increase/(decrease) in net assets resulting from operations per common share

 $

 80.94

 $

 97.70

 $

 46.22

 Weighted Average Common Shares Outstanding - Basic and Diluted

 566,649

 482,587

 203,688

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

 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
 (amounts in thousands except share and per share data)

 2024

 2023

 2022

 Increase (Decrease) in Net Assets Resulting from Operations:

 $

 $

 $

 Net realized gains (losses) on investments

)

)

 Net change in unrealized gains (losses) on investments

)

)

)

 Net Increase (Decrease) in Net Assets Resulting from Operations

 9,414

 Decrease in Net Assets Resulting from Stockholder Distributions

 Distributions from net investment income

 ( 62,114

)

 ( 53,213

)

 ( 17,418

)

 Distributions from return of capital

 —

 ( 1,335

)

 —

 Net Decrease in Net Assets Resulting from Stockholder Distributions

 ( 62,114

)

 ( 54,548

)

 ( 17,418

)

 Increase in Net Assets Resulting from Capital Share Transactions

 Issuance of common shares

 —

 115,001

 Reinvestment of distributions

 Net Increase in Net Assets Resulting from Capital Share Transactions

 169,549

 232,418

 Total Increase (Decrease) in Net Assets

 17,111

 162,150

 224,414

 Net Assets, Beginning of Period

 140,094

 Net Assets, End of Period

 $

 $

 $

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

 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (amounts in thousands)

 2024

 2023

 2022

 Cash Flows from Operating Activities:

 Net increase (decrease) in net assets resulting from operations

 $

 $

 $

 9,414

 Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

 Net realized (gains)/losses on investments

 6,262

 4,054

 ( 50

)

 Net change in unrealized (gains)/losses on investments

 9,543

 1,836

 8,030

 Net accretion of discount on investments

 ( 3,024

)

 ( 2,064

)

 ( 863

)

 Non-cash investment income

 ( 1,935

)

 ( 447

)

 —

 Purchases of portfolio investments

 ( 135,659

)

 ( 305,418

)

 ( 242,826

)

 Amortization of deferred financing costs

 Sales/restructurings or repayments of portfolio investments

 99,178

 38,697

 18,950

 Increase/(decrease) in operating assets and liabilities:

 (Increase)/decrease in interest receivable

 ( 4,356

)

 ( 405

)

 ( 2,322

)

 (Increase)/decrease in prepaid expenses and other assets

 ( 1,124

)

 ( 92

)

 Increase/(decrease) in management fees payable, net

 Increase/(decrease) in interest payable

 ( 44

)

 Increase/(decrease) in incentive fee payable, net

 —

 Increase/(decrease) in directors fee payable

 ( 25

)

 Increase/(decrease) in accrued other general and administrative expenses

 ( 152

)

 Net cash provided by (used in) Operating Activities

 14,899

 ( 215,269

)

 ( 208,494

)

 Cash Flows provided by (used in) Financing Activities:

 Borrowings on credit facility

 105,700

 240,900

 366,100

 Payments on credit facility

 ( 95,400

)

 ( 140,100

)

 ( 479,100

)

 Distributions paid in cash

 ( 28,752

)

 —

 —

 Proceeds from issuance of common stock

 —

 115,001

 Net cash provided by (used in) Financing Activities

 ( 18,452

)

 215,801

 102,000

 Net increase (decrease) in cash and cash equivalents

 ( 3,553

)

 ( 106,494

)

 Cash and cash equivalents, beginning of period

 8,887

 8,355

 114,849

 Cash and cash equivalents, end of period

 $

 5,334

 $

 8,887

 $

 8,355

 Supplemental and Non-Cash Information:

 Interest paid during the period

 $

 7,774

 $

 5,424

 $

 2,595

 Reinvestment of distributions during the period

 $

 $

 $

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

 CONSOLIDATED SCHEDULE OF INVESTMENTS

 Debt Investments

 190 Octane Financing, LLC - Delayed Draw Term Loan

 SOFR + 5.50 % ( 1.00 % floor) + 1.50 % PIK

 11.41 %

 $

 4,842

 $

 4,795

 $

 4,450

 0.8

 %

 190 Octane Financing, LLC - Revolving Credit Line (4)

 SOFR + 5.50 % ( 1.00 % floor) + 1.50 % PIK

 11.41 %

 0.1

 %

 190 Octane Financing, LLC - Term Loan

 SOFR + 5.50 % ( 1.00 % floor) + 1.50 % PIK

 11.41 %

 8,375

 8,279

 7,697

 1.4

 %

 Abea Acquisition, Inc. - Delayed Draw Term Loan

 10.96 %

 1,391

 1,380

 1,350

 0.2

 %

 Abea Acquisition, Inc. - Term Loan

 10.96 %

 11,086

 10,997

 10,753

 2.0

 %

 AccessOne Medcard, Inc. - Term Loan

 SOFR + 6.00 % ( 0.50 % floor)

 8/20/2026

 11,574

 11,494

 11,470

 2.1

 %

 ACT Acquisition Intermediate Holdco, LLC - Delayed Draw Term Loan

 1,434

 1,408

 1,434

 0.3

 %

 ACT Acquisition Intermediate Holdco, LLC - Revolving Credit Line (4)

 0.0

 %

 ACT Acquisition Intermediate Holdco, LLC - Term Loan

 6,513

 6,390

 6,513

 1.2

 %

 AIDC IntermediateCo 2, LLC - Term Loan

 9.59 %

 7/22/2027

 28,150

 27,787

 28,150

 5.2

 %

 Allbridge, LLC - Delayed Draw Term Loan (4)

 10.08 %

 6/5/2030

 -

 ( 1

)

 -

 0.0

 %

 Allbridge, LLC - Revolving Credit Line (4)

 10.08 %

 6/5/2030

 -

 ( 2

)

 -

 0.0

 %

 Allbridge, LLC - Term Loan

 10.08 %

 6/5/2030

 2,158

 2,133

 2,158

 0.4

 %

 Atlas US Buyer, LLC - Delayed Draw Term Loan

 11.12 %

 3,312

 3,289

 3,213

 0.6

 %

 Atlas US Buyer, LLC - Revolving Credit Line (4)

 11.12 %

 0.1

 %

 Atlas US Buyer, LLC - Term Loan

 11.12 %

 9,385

 9,298

 9,104

 1.7

 %

 Batteries Plus Holding Corporation - Revolving Credit Line (4)

 6/27/2028

 -

 ( 38

)

 -

 0.0

 %

 Batteries Plus Holding Corporation - Term Loan

 6/27/2028

 15,977

 3.0

 %

 BHP Management Holdings, LLC - Delayed Draw Term Loan

 9.48 %

 10/27/2028

 7,465

 7,351

 7,465

 1.4

 %

 BHP Management Holdings, LLC - Term Loan

 9.48 %

 10/27/2028

 12,931

 12,742

 12,931

 2.4

 %

 Billhighway, LLC - Delayed Draw Term Loan (4)

 2/8/2029

 0.0

 %

 Billhighway, LLC - Revolving Credit Line (4)

 2/8/2029

 -

 ( 4

)

 -

 0.0

 %

 Billhighway, LLC - Term Loan

 2/8/2029

 3,540

 3,495

 3,540

 0.7

 %

 Cardiology Management Holdings, LLC - Delayed Draw Term Loan A

 10.58 %

 5,027

 4,952

 4,997

 0.9

 %

 Cardiology Management Holdings, LLC - Delayed Draw Term Loan B (4)

 10.58 %

 0.0

 %

 Cardiology Management Holdings, LLC - Term Loan

 10.58 %

 7,123

 7,017

 7,080

 1.3

 %

 CAS Acquisition, LLC - Revolving Credit Line (4)

 10.96 %

 3/29/2027

 $

 -

 $

 ( 9

)

 $

 -

 0.0

 %

 CAS Acquisition, LLC - Term Loan

 10.96 %

 3/29/2027

 21,108

 20,906

 21,108

 3.9

 %

 Checked Up, Inc - Delayed Draw Term Loan

 9.96 %

 2,518

 2,491

 2,518

 0.5

 %

 Checked Up, Inc - Revolving Credit Line (4)

 9.95 %

 0.1

 %

 Checked Up, Inc - Term Loan

 9.96 %

 8,983

 8,883

 8,983

 1.7

 %

 CTM Group, Inc. - Revolving Credit Line PIK

 SOFR + 4.75 % ( 1.00 % floor) + 2.75 % PIK

 11.39 %

 0.0

 %

 CTM Group, Inc. - Revolving Credit Line (4)

 SOFR + 4.75 % ( 1.00 % floor) + 2.75 % PIK

 11.39 %

 0.1

 %

 CTM Group, Inc. - Term Loan

 SOFR + 4.75 % ( 1.00 % floor) + 2.75 % PIK

 11.41 %

 19,298

 19,032

 17,503

 3.2

 %

 Discovery SL Management, LLC - Delayed Draw Term Loan A

 3/18/2030

 0.1

 %

 Discovery SL Management, LLC - Delayed Draw Term Loan B (4)

 3/18/2030

 -

 ( 9

)

 ( 11

)

 0.0

 %

 Discovery SL Management, LLC - Revolving Credit Line (4)

 3/18/2030

 -

 ( 4

)

 ( 2

)

 0.0

 %

 Discovery SL Management, LLC - Term Loan

 3/18/2030

 2,592

 2,564

 2,577

 0.5

 %

 Drive Assurance Corporation - Delayed Draw Term Loan (1)(4)

 Insurance

 SOFR + 7.00 % ( 2.00 % floor)

 11.36 %

 7/10/2030

 -

 ( 2

)

 -

 0.0

 %

 Drive Assurance Corporation - Term Loan (1)

 Insurance

 SOFR + 7.00 % ( 2.00 % floor)

 11.36 %

 7/10/2030

 6,414

 6,353

 6,414

 1.2

 %

 Engineered Films Acquisition Inc. - Revolving Credit Line (4)

 4/29/2027

 0.2

 %

 Engineered Films Acquisition Inc. - Term Loan

 4/29/2027

 19,793

 19,574

 19,634

 3.6

 %

 EPS Operations, LLC - Revolving Credit Line (4)

 10.36 %

 2/24/2028

 -

 ( 28

)

 ( 14

)

 0.0

 %

 EPS Operations, LLC - Term Loan

 10.36 %

 2/24/2028

 17,325

 17,025

 17,187

 3.2

 %

 Fiesta Holdings, LLC - Revolving Credit Line B (4)

 10/23/2029

 -

 ( 8

)

 ( 11

)

 0.0

 %

 Fiesta Holdings, LLC - Term Loan B

 10/23/2029

 7,869

 7,787

 7,751

 1.4

 %

 Firebirds Buyer, LLC - Delayed Draw Term Loan (4)

 10.71 %

 0.1

 %

 Firebirds Buyer, LLC - Revolving Credit Line (4)

 10.71 %

 0.1

 %

 Firebirds Buyer, LLC - Term Loan

 10.71 %

 22,404

 21,998

 22,404

 4.1

 %

 Hasa Acquisition, LLC - Delayed Draw Term Loan (4)(9)

 9.07 %

 -

 ( 33

)

 ( 16

)

 0.0

 %

 Hasa Acquisition, LLC - Revolving Credit Line (4)(9)

 9.07 %

 -

 ( 31

)

 ( 16

)

 0.0

 %

 Hasa Acquisition, LLC - Term Loan (9)

 9.07 %

 14,377

 14,085

 14,234

 2.6

 %

 Hasa Acquisition, LLC - Term Loan B (9)

 8.99 %

 1,001

 0.2

 %

 Hornblower Sub LLC - Revolving Credit Line (4)(9)

 Transportation

 SOFR + 5.50 % ( 0.50 % floor)

 10.02 %

 7/3/2029

 0.1

 %

 Hornblower Sub LLC - Term Loan (9)

 Transportation

 10.11 %

 7/3/2029

 3,987

 3,949

 3,975

 0.7

 %

 Kemper Sports Management, LLC - Delayed Draw Term Loan

 9.71 %

 10/11/2029

 4,518

 4,451

 4,518

 0.8

 %

 Kemper Sports Management, LLC - Revolving Credit Line (4)(7)

 9.71 %

 10/11/2029

 -

 ( 24

)

 -

 0.0

 %

 Kemper Sports Management, LLC - Term Loan

 9.71 %

 10/11/2029

 18,619

 18,320

 18,619

 3.4

 %

 Kent Water Sports Holdings, LLC - Delayed Draw Term Loan First-Out (11)

 SOFR + 10.00 % ( 1.00 % floor) PIK

 14.85 %

 10/18/2027

 6,256

 5,622

 6,256

 1.2

 %

 Kent Water Sports Holdings, LLC - Delayed Draw Term Loan Last-Out (10)(11)

 SOFR + 13.50 % ( 1.00 % floor) PIK

 18.35 %

 10/18/2027

 $

 15,067

 $

 12,713

 $

 3,330

 0.6

 %

 MerchantWise Solutions, LLC - Delayed Draw Term Loan

 SOFR + 3.00 % ( 0.75 % floor) + 4.50 % PIK

 11.83 %

 2,502

 2,470

 2,089

 0.4

 %

 MerchantWise Solutions, LLC - Term Loan

 SOFR + 3.00 % ( 0.75 % floor) + 4.50 % PIK

 11.83 %

 12,039

 11,889

 10,052

 1.8

 %

 Military Retail Solutions, LLC - Delayed Draw Term Loan (4)(9)

 9.61 %

 -

 ( 17

)

 ( 15

)

 0.0

 %

 Military Retail Solutions, LLC - Revolving Credit Line (4)(9)

 9.61 %

 -

 ( 16

)

 ( 7

)

 0.0

 %

 Military Retail Solutions, LLC - Term Loan (9)

 9.61 %

 15,885

 15,590

 15,758

 2.9

 %

 Mollie Funding II, LLC - Delayed Draw Term Loan (1)(4)

 12.47 %

 1,935

 1,902

 1,875

 0.3

 %

 Mollie Funding II, LLC - Revolving Credit (1)(4)

 12.47 %

 1,183

 1,159

 1,147

 0.2

 %

 Mollie Funding II, LLC - Term Loan (1)

 12.47 %

 5,806

 5,717

 5,667

 1.0

 %

 Narcote, LLC - Revolving Credit Line (1)(4)

 -

 ( 11

)

 -

 0.0

 %

 Narcote, LLC - Term Loan A (1)

 2,694

 2,668

 2,694

 0.5

 %

 Narcote, LLC - Term Loan B (1)

 4,489

 4,446

 4,489

 0.8

 %

 Narcote, LLC - Term Loan C (1)

 0.1

 %

 National Debt Relief, LLC - Delayed Draw Term Loan

 SOFR + 6.50 % ( 2.50 % floor)

 10.97 %

 2/7/2028

 10,943

 10,847

 10,866

 2.0

 %

 National Debt Relief, LLC - Revolving Credit Line

 SOFR + 6.50 % ( 2.50 % floor)

 10.97 %

 2/7/2028

 2,189

 2,171

 2,173

 0.4

 %

 National Debt Relief, LLC - Term Loan

 SOFR + 6.50 % ( 2.50 % floor)

 10.97 %

 2/7/2028

 13,131

 13,016

 13,039

 2.4

 %

 Oak Dental Partners - Delayed Draw Term Loan (4)

 -

 ( 17

)

 ( 54

)

 0.0

 %

 Oak Dental Partners - Revolving Credit Line (4)

 10.97 %

 0.1

 %

 Oak Dental Partners - Term Loan

 16,897

 16,587

 16,458

 3.0

 %

 OAO Acquisitions, Inc. - Delayed Draw Term Loan

 SOFR + 5.50 % ( 1.25 % floor)

 9.89 %

 1,316

 1,299

 1,316

 0.2

 %

 OAO Acquisitions, Inc. - Revolving Credit Line (4)

 SOFR + 5.50 % ( 1.25 % floor)

 9.98 %

 -

 ( 8

)

 -

 0.0

 %

 OAO Acquisitions, Inc. - Term Loan

 SOFR + 5.50 % ( 1.25 % floor)

 9.98 %

 6,274

 6,195

 6,274

 1.2

 %

 OmniMax International, LLC - Delayed Draw Term Loan (4)

 10.03 %

 12/6/2030

 -

 ( 8

)

 ( 17

)

 0.0

 %

 OmniMax International, LLC - Term Loan

 10.03 %

 12/6/2030

 2,730

 2,675

 2,675

 0.5

 %

 OneCare Media, LLC - Revolving Credit Line (4)(10)

 -

 ( 5

)

 ( 247

)

 0.0

 %

 OneCare Media, LLC - Term Loan A (10)

 10,144

 9,801

 6,076

 1.1

 %

 OneCare Media, LLC - Term Loan B (10)

 2,252

 2,175

 1,349

 0.2

 %

 OneCare Media, LLC - Term Loan C (10)

 1,408

 1,360

 0.2

 %

 OneCare Media, LLC - Term Loan D (10)

 0.1

 %

 OpCo Borrower, LLC - Term Loan

 10.62 %

 4/26/2029

 2,161

 2,122

 2,150

 0.4

 %

 Pansophic Learning US, LLC - Delayed Draw Term Loan (4)

 10.37 %

 5/15/2029

 1,127

 1,099

 1,107

 0.2

 %

 Pansophic Learning US, LLC - Revolving Credit Line

 10.26 %

 5/15/2029

 1,133

 1,110

 1,119

 0.2

 %

 Pansophic Learning US, LLC - Term Loan

 10.15 %

 5/15/2029

 $

 13,558

 $

 13,279

 $

 13,395

 2.5

 %

 PDDS Holdco, Inc. - Delayed Draw Term Loan (4)(9)

 SOFR + 7.50 % ( 0.75 % floor)

 11.98 %

 7/18/2028

 2,844

 2,827

 2,774

 0.5

 %

 PDDS Holdco, Inc. - Term Loan (9)

 SOFR + 7.50 % ( 0.75 % floor)

 11.98 %

 7/18/2028

 14,348

 14,043

 14,090

 2.6

 %

 PJW Ultimate Holdings, LLC - Delayed Draw Term Loan

 4,077

 4,038

 4,028

 0.7

 %

 PJW Ultimate Holdings, LLC - Revolving Credit Line (4)

 1,187

 1,171

 1,162

 0.2

 %

 PJW Ultimate Holdings, LLC - Term Loan

 9,766

 9,680

 9,649

 1.8

 %

 Priority Holdings, LLC - Term Loan

 SOFR + 4.75 % ( 0.50 % floor)

 9.11 %

 5/16/2031

 3,990

 3,971

 3,990

 0.7

 %

 Restaurant Holding Company, LLC - Delayed Draw Term Loan (4)

 10.72 %

 2/25/2028

 -

 ( 14

)

 -

 0.0

 %

 Restaurant Holding Company, LLC - Term Loan

 10.72 %

 2/25/2028

 20,871

 20,579

 20,871

 3.8

 %

 Rushmore Intermediate II, LLC - Delayed Draw Term Loan

 1,262

 1,247

 1,249

 0.2

 %

 Rushmore Intermediate II, LLC - Delayed Draw Term Loan 2nd Amend

 1,169

 1,141

 1,157

 0.2

 %

 Rushmore Intermediate II, LLC - Delayed Draw Term Loan 4th Amend

 0.1

 %

 Rushmore Intermediate II, LLC - Revolving Credit Line (4)

 -

 ( 13

)

 ( 13

)

 0.0

 %

 Rushmore Intermediate II, LLC - Term Loan

 12,096

 11,960

 11,975

 2.2

 %

 Rushmore Intermediate II, LLC - Term Loan B

 1,125

 1,104

 1,114

 0.2

 %

 S4T Holdings Corp. - Delayed Draw Term Loan

 10.47 %

 12/28/2026

 7,615

 7,533

 7,615

 1.4

 %

 S4T Holdings Corp. - Term Loan

 10.47 %

 12/28/2026

 25,496

 25,259

 25,496

 4.7

 %

 Select Rehabilitation, LLC - Term Loan (10)

 SOFR + 8.50 % ( 1.00 % floor)

 12.96 %

 10/19/2027

 19,697

 18,724

 15,225

 2.8

 %

 Senior Support Holdings (Franchise) Acquisition, Inc. - Delayed Draw Term Loan (4)

 9.60 %

 3/20/2030

 -

 ( 16

)

 -

 0.0

 %

 Senior Support Holdings (Franchise) Acquisition, Inc. - Term Loan

 9.60 %

 3/20/2030

 4,258

 4,182

 4,258

 0.8

 %

 Spartan CP, LLC - Delayed Draw Term Loan (4)

 10.11 %

 1,344

 1,309

 1,344

 0.2

 %

 Spartan CP, LLC - Revolving Credit Line (4)

 10.11 %

 -

 ( 9

)

 -

 0.0

 %

 Spartan CP, LLC - Term Loan

 10.11 %

 5,489

 5,387

 5,489

 1.0

 %

 Total Fleet Buyer, LLC - Revolving Credit Line (4)

 8.95 %

 7/15/2030

 -

 ( 22

)

 -

 0.0

 %

 Total Fleet Buyer, LLC - Term Loan

 8.95 %

 7/15/2030

 6,859

 6,745

 6,859

 1.3

 %

 VardimanBlack Holdings, LLC - Delayed Draw Term Loan (4)

 SOFR + 2.00 % PIK + 5.00 % Fixed

 11.65 %

 2,089

 2,023

 2,328

 0.4

 %

 VardimanBlack Holdings, LLC - Term Loan

 SOFR + 2.00 % PIK + 5.00 % Fixed

 11.65 %

 20,173

 17,799

 20,173

 3.7

 %

 Vecta Holdings, LLC - Revolving Credit Line (4)

 11.16 %

 0.1

 %

 Vecta Holdings, LLC - Term Loan

 11.15 %

 $

 8,017

 $

 7,911

 $

 6,767

 1.2

 %

 West Creek Financial SPV- Debt Facility VI, LLC - Delayed Draw Term Loan (1)(4)

 0.2

 %

 West Creek Financial SPV- Debt Facility VI, LLC - Revolving Credit Line (1)(4)

 1,059

 1,039

 1,049

 0.2

 %

 West Creek Financial SPV- Debt Facility VI, LLC - Term Loan (1)

 5,101

 5,026

 5,066

 0.9

 %

 Whitestone Home Furnishings, LLC - Term Loan

 8/20/2026

 14,357

 14,242

 14,386

 2.6

 %

 Total First Lien Senior Secured

 668,674

 653,266

 116.8

 %

 Total Debt Investments

 $

 668,674

 $

 653,266

 $

 116.8

 %

 Equity Investments (6)(14)

 Preferred Equity

 Atlas US Holdings, LP - Class X Preferred Units

 NA

 299,552

 $

 $

 0.1

 %

 Atlas US Holdings, LP - Class B-2 Units

 NA

 NA

 NA

 857,787

 0.0

 %

 EEP-EPS Fund I-A, LP - Series A-1 Preferred Units

 NA

 NA

 NA

 887,237

 0.1

 %

 Sea-K Investors, LLC - Preferred Stock (9)(10)(11)

 NA

 3,495

 -

 -

 0.0

 %

 VardimanBlack Holdings, LLC - Preferred Equity (9)(10)

 6.00 % PIK

 6.00 % PIK

 NA

 9,268,770

 2,908

 2,469

 0.5

 %

 Total Preferred Equity

 $

 4,968

 $

 3,526

 0.7

 %

 Common Equity

 190 Octane Holdings, LLC - Series A-1 units (9)

 NA

 NA

 NA

 223,551

 $

 $

 0.0

 %

 Cardiology Partners Co., L.P. - Class O2 Units

 NA

 NA

 NA

 142,509

 0.0

 %

 CTM Acquisition, LLC - Class A Units

 NA

 NA

 NA

 664,865

 0.0

 %

 Firebirds Intermediate Holdings I, LLC - Class A Units

 NA

 NA

 NA

 590,012

 0.1

 %

 Firebirds Intermediate Holdings I, LLC - Class B Units

 NA

 NA

 NA

 590,012

 -

 -

 0.0

 %

 Kemper Sports Management Holdings, LLC Equity (9)

 NA

 NA

 NA

 610,763

 1,521

 0.3

 %

 Oak Dental Partners Holding Company, LLC - Class C Units (9)

 NA

 NA

 NA

 0.1

 %

 Rushmore Lender Co-Invest Blocker, LLC - Common Stock

 NA

 NA

 NA

 611,207

 0.2

 %

 SDB Partners Holdco, LLC - Class A (9)

 NA

 NA

 NA

 19,103,095

 -

 -

 0.0

 %

 Sea-K Investors, LLC - Common Stock (9)(11)

 NA

 NA

 NA

 -

 -

 0.0

 %

 Senior Support Holdings, LP - Class A-1 (9)

 NA

 NA

 NA

 0.1

 %

 Senior Support Holdings, LP - Class B (9)

 NA

 NA

 NA

 $

 -

 $

 0.0

 %

 TVG OCM III (FT) Blocker, LLC - Class B Units

 NA

 NA

 NA

 2,610

 -

 0.0

 %

 Vistria ESS Holdings, LLC - Equity Units

 NA

 NA

 NA

 0.1

 %

 Total Common Equity

 4,835

 4,733

 0.9

 %

 Total Equity Investments

 9,803

 8,259

 1.6

 %

 Total Investments

 $

 663,069

 $

 118.4

 %

 First American Government Obligations Fund - X Class, 4.47%

 Cash Equivalents

 NA

 NA

 NA

 4,857

 $

 4,857

 $

 4,857

 0.9

 %

 Other cash and cash equivalents

 Cash Equivalents

 NA

 NA

 NA

 NA

 0.1

 %

 Total Cash and Cash Equivalents

 5,334

 5,334

 1.0

 %

 Total Investments and Cash and Cash Equivalents

 $

 668,403

 $

 119.4

 %

 Liabilities in Excess of Other Assets

 $

 ( 105,776

)

 - 19.4

 %

 Net Assets

 $

 100.0

 %

 (1) The Company deemed this asset to be a "non-qualifying asset" under Section 55(a) of the Investment Company Act of 1940, as amended (the "1940 Act"). Qualifying assets must represent at least 70.0 % of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2024, 4.50 % of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.

 (2) Percentages are based on net assets as of December 31, 2024.

 (3) The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 - Fair Value of Financial Instruments).

 (4) For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded. Please refer to Note 7 - Commitments and Contingencies for details of these unfunded commitments.

 (5) The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate ("SOFR") and which reset monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of December 31, 2024, the reference rates for the Company's variable rate loans were the 1 month SOFR at 4.33 %, the 3 month SOFR at 4.31 %, and the 6 month SOFR at 4.25 %. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

 (6) Equity and member interests are non-income-producing unless otherwise noted.

 (7) All investments domiciled in the United States unless otherwise noted.

 (8) Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0.00 % - 0.25 % depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown.

 (9) Ownership of this investment is through a wholly-owned and consolidated subsidiary.

 (10) Investment is on non-accrual status.

 (11) Investment is deemed an affiliated investment. Affiliated investments generally are defined by the 1940 Act, as investments in portfolio companies in which the Company owns between 5% and 25% of the voting securities. See Note 5 in the accompanying notes to the consolidated financial statements for additional information on transactions in which the portfolio company was an affiliated investment (but not a portfolio company that the Company is deemed to control).

 (12) The total principal amount (in thousands) is presented for debt investments, while the number of shares or units (in whole amounts) owned is presented for equity investments.

 (13) The Company updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of December 31, 2024, to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2024.

 (14) Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be " restricted security " under the Securities Act. As of December 31, 2024 the aggregate fair value of these securities is $ 8,259, or 1.6 % of the Company's net assets. The initial acquisition dates of the restricted securities are as follows:

 Portfolio Company — Investment(14)

 Initial Acquisition Date

 190 Octane Holdings, LLC - Series A-1 units

 July 1, 2022

 Atlas US Holdings, LP - Class B-2 Units

 May 4, 2022

 Atlas US Holdings, LP - Class X Preferred Units

 May 17, 2023

 Cardiology Partners Co., L.P. - Class O2 Units

 January 31, 2023

 CTM Acquisition, LLC - Class A Units

 February 28, 2023

 EEP-EPS Fund I-A, LP - Series A-1 Preferred Units

 February 24, 2023

 Firebirds Intermediate Holdings I, LLC - Class A Units

 March 22, 2023

 Firebirds Intermediate Holdings I, LLC - Class B Units

 March 22, 2023

 Kemper Sports Management Holdings, LLC Equity

 January 12, 2023

 Oak Dental Partners Holding Company, LLC - Class C Units

 March 23, 2023

 Rushmore Lender Co-Invest Blocker, LLC - Common Stock

 November 1, 2021

 SDB Partners Holdco, LLC - Class A

 March 29, 2024

 Sea-K Investors, LLC - Common Stock

 November 6, 2023

 Sea-K Investors, LLC - Preferred Stock

 November 6, 2023

 Senior Support Holdings, LP - Class A-1

 March 20, 2024

 Senior Support Holdings, LP - Class B

 March 20, 2024

 TVG OCM III (FT) Blocker, LLC - Class B Units

 September 29, 2021

 VardimanBlack Holdings, LLC - Preferred Equity

 March 29, 2024

 Vistria ESS Holdings, LLC - Equity Units

 December 27, 2021

 The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2024:

 Industry(1)

 Investments and Cash and Cash Equivalents at

 Percentage of

 $

 142,554

 21.9

 %

 113,774

 17.5

 %

 91,533

 14.1

 %

 64,866

 10.0

 %

 60,918

 9.4

 %

 52,815

 8.1

 %

 41,235

 6.4

 %

 23,972

 3.7

 %

 2.5

 %

 15,736

 2.4

 %

 7,656

 1.2

 %

 Insurance

 6,414

 1.0

 %

 5,334

 0.8

 %

 Transportation

 4,286

 0.7

 %

 2,158

 0.3

 %

 $

 100.0

 %

 (1) The company reclassified certain industry groupings of its portfolio companies presented in the consolidated financial statements as of December 31, 2024 to align with Global Industry Classification Standards ("GICS"), where applicable. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2024.

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

 CONSOLIDATED SCHEDULE OF INVESTMENTS

Rate

Date

Cost

 Fair
Value

 Debt Investments

 First Lien Senior Secured(5)

 190 Octane Financing - Delayed Draw Loan (8)

 12.07

 %

 $

 4,875

 $

 4,812

 $

 4,797

 0.9

 %

 190 Octane Financing - Revolving Credit Line (4)(8)

 12.07

 %

 0.1

 %

 190 Octane Financing - Term Loan (8)

 12.07

 %

 8,434

 8,302

 8,299

 1.6

 %

 Abea Acquisition, Inc. - Delayed Draw Loan

 11.85

 %

 1,397

 1,380

 1,390

 0.3

 %

 Abea Acquisition, Inc. - Term Loan

 11.85

 %

 11,153

 11,026

 11,098

 2.1

 %

 AccessOne Medcard, Inc. - Term Loan

 SOFR + 7.50 % ( 0.50 % floor)

 12.85

 %

 8/20/2026

 11,694

 11,574

 11,016

 2.1

 %

 ACT Acquisition - Delayed Draw Term Loan (4)

 12.10

 %

 —

 ( 19

)

 ( 38

)

 —

 %

 ACT Acquisition - Revolving Credit Line (4)

 12.10

 %

 —

 ( 17

)

 ( 17

)

 —

 %

 ACT Acquisition - Term Loan (8)

 12.22

 %

 6,579

 6,432

 6,431

 1.2

 %

 Aurora Solutions LLC - Delayed Draw Loan (4)(8)

 11.96

 %

 3,328

 3,273

 3,265

 0.6

 %

 Aurora Solutions LLC - Revolving Credit Line (4)(8)

 11.96

 %

 0.1

 %

 Aurora Solutions LLC - Term Loan (8)

 11.96

 %

 9,433

 9,328

 9,348

 1.8

 %

 Batteries Plus Holding Corporation - Revolving Credit Line (4)(8)

 12.21

 %

 6/27/2028

 —

 ( 48

)

 ( 6

)

 —

 %

 Batteries Plus Holding Corporation - Term Loan (8)

 12.21

 %

 6/27/2028

 16,460

 16,070

 16,410

 3.1

 %

 BKH - Delayed Draw Term Loan (4)(8)

 11.97

 %

 2/25/2028

 —

 ( 18

)

 ( 2

)

 —

 %

 BKH - Term Loan (8)

 11.97

 %

 2/25/2028

 21,521

 21,145

 21,498

 4.1

 %

 Bradford Health Services - Delayed Draw Term Loan (8)

 11.48

 %

 10/27/2024

 7,540

 7,442

 7,540

 1.4

 %

 Bradford Health Services - Term Loan (8)

 11.48

 %

 10/27/2028

 13,063

 12,837

 13,063

 2.5

 %

 Cardiovascular Logistics - Delayed Draw Term Loan A (8)

 11.73

 %

 5,078

 4,989

 4,997

 0.9

 %

 Cardiovascular Logistics - Delayed Draw Term Loan B (4)(8)

 11.73

 %

 —

 %

 Cardiovascular Logistics - Term Loan (8)

 11.73

 %

 7,196

 7,071

 7,081

 1.3

 %

 Checked Up - Delayed Draw Term Loan (4)(8)

 10.71

 %

 1,300

 1,267

 1,300

 0.2

 %

 Checked Up - Revolving Credit Line (4)(8)

 10.71

 %

 1,621

 1,596

 1,621

 0.3

 %

 Checked Up - Term Loan (8)

 10.71

 %

 9,075

 8,945

 9,075

 1.7

 %

 CreditAssociates, LLC - Revolving Credit Line (4)

 12.10

 %

 3/29/2027

 —

 ( 13

)

 ( 8

)

 —

 %

 CreditAssociates, LLC - Term Loan

 12.10

 %

 3/29/2027

 22,115

 21,832

 21,959

 4.2

 %

 Educators Publishing Service - Revolving Credit Line (4)

 Media

 11.35

 %

 2/24/2028

 —

 ( 37

)

 —

 —

 %

 Educators Publishing Service - Term Loan

 Media

 11.35

 %

 2/24/2028

 17,502

 17,122

 17,502

 3.3

 %

 Fiesta Holdings - Revolving Credit Line (4)(8)

 SOFR + 7.00 % ( 2.00 % floor)

 12.48

 %

 10/30/2028

 —

 ( 22

)

 ( 18

)

 —

 %

 Fiesta Holdings - Term Loan (8)

 SOFR + 7.00 % ( 2.00 % floor)

 12.48

 %

 10/30/2028

 9,692

 9,455

 9,498

 1.8

 %

Rate

Date

Cost

 Fair
Value

 Firebirds - Delayed Draw Term Loan (4)(8)

 11.71

 %

 —

 ( 15

)

 ( 14

)

 —

 %

 Firebirds - Revolving Credit Line (4)(8)

 11.71

 %

 0.1

 %

 Firebirds - Term Loan (8)

 11.71

 %

 22,632

 22,125

 22,405

 4.3

 %

 Hasa - Delayed Draw Loan (4)(8)(9)

 11.23

 %

 —

 ( 41

)

 ( 19

)

 —

 %

 Hasa - Revolving Credit Line (4)(8)(9)

 11.23

 %

 —

 %

 Hasa - Term Loan (8)(9)

 11.23

 %

 14,524

 14,173

 14,349

 2.7

 %

 Kemper Sports Management - Delayed Draw Loan (4)(8)

 11.96

 %

 1/12/2028

 4,564

 4,476

 4,525

 0.9

 %

 Kemper Sports Management - Revolving Credit Line (4)(8)(9)

 11.96

 %

 1/12/2028

 —

 ( 27

)

 ( 12

)

 —

 %

 Kemper Sports Management - Term Loan (8)

 11.98

 %

 1/12/2028

 18,809

 18,482

 18,677

 3.5

 %

 Kent Water Sports Holdings, LLC - Delayed Draw Loan Last-Out (10)(11)(12)

 SOFR + 9.00 % PIK

 14.44

 %

 12/31/2025

 13,186

 12,748

 8,176

 1.6

 %

 Kent Water Sports Holdings, LLC - Delayed Draw Loan First-Out (10)(11)(12)

 SOFR + 10.00 % PIK

 15.44

 %

 12/31/2025

 3,662

 3,495

 3,662

 0.7

 %

 MerchantWise Solutions, LLC - Delayed Draw Loan (4)

 SOFR + 6.00 % ( 0.75 % floor)

 11.33

 %

 2,658

 2,611

 2,545

 0.5

 %

 MerchantWise Solutions, LLC - Revolving Credit Line (4)

 SOFR + 6.00 % ( 0.75 % floor)

 11.33

 %

 —

 %

 MerchantWise Solutions, LLC - Term Loan (4)

 SOFR + 6.00 % ( 0.75 % floor)

 11.33

 %

 12,153

 11,957

 11,704

 2.2

 %

 Mollie Funding II LLC - Delayed Draw Loan (1)(4)(8)

 13.47

 %

 2,876

 2,814

 2,814

 0.5

 %

 Mollie Funding II LLC - Revolving Credit (1)(4)(8)

 13.47

 %

 0.1

 %

 Mollie Funding II LLC - Term Loan (1)(8)

 13.47

 %

 8,627

 8,453

 8,472

 1.6

 %

 Narcote, LLC - Revolving Credit Line (1)(4)(8)

 12.47

 %

 1,143

 1,127

 1,143

 0.2

 %

 Narcote, LLC - Term Loan (1)(8)

 12.47

 %

 4,584

 4,526

 4,584

 0.9

 %

 Narcote, LLC - Term Loan (1)(8)

 12.47

 %

 2,751

 2,716

 2,751

 0.5

 %

 National Debt Relief - Delayed Draw Loan (8)

 SOFR + 6.00 % ( 1.50 % floor)

 11.47

 %

 2/24/2027

 10,943

 10,810

 10,801

 2.1

 %

 National Debt Relief - Revolving Credit Line (4)(8)

 SOFR + 6.00 % ( 1.50 % floor)

 11.47

 %

 2/24/2027

 —

 ( 26

)

 ( 28

)

 —

 %

 National Debt Relief - Term Loan (8)

 SOFR + 6.00 % ( 1.50 % floor)

 11.47

 %

 2/24/2027

 13,131

 12,970

 12,961

 2.5

 %

 Nuspire, LLC - Revolving Credit Line (4)(8)

 11.21

 %

 5/25/2027

 —

 ( 12

)

 ( 29

)

 —

 %

 Nuspire, LLC - Term Loan (8)

 11.21

 %

 5/25/2027

 6,930

 6,826

 6,701

 1.3

 %

 Oak Dental - Delayed Draw Term Loan (4)(8)

 11.97

 %

 —

 ( 78

)

 ( 433

)

 ( 0.1

)%

 Oak Dental - Revolving Credit Line (4)(8)

 11.97

 %

 0.1

 %

 Oak Dental - Term Loan (8)

 12.09

 %

 17,932

 17,525

 16,874

 3.2

 %

 OAO Acquisitions - Delayed Draw Term Loan (4)

 SOFR + 6.25 % ( 1.25 % floor)

 11.60

 %

 —

 ( 10

)

 ( 20

)

 —

 %

 OAO Acquisitions - Revolving Credit Line (4)

 SOFR + 6.25 % ( 1.25 % floor)

 11.60

 %

 —

 ( 10

)

 ( 10

)

 —

 %

 OAO Acquisitions - Term Loan

 SOFR + 6.25 % ( 1.25 % floor)

 11.60

 %

 6,322

 6,227

 6,227

 1.2

 %

 OneCare Media, LLC - Revolving Credit Line (4)

 Media

 11.85

 %

 —

 ( 23

)

 ( 37

)

 —

 %

 OneCare Media, LLC - Term Loan A

 Media

 11.85

 %

 10,412

 10,284

 10,224

 1.9

 %

 OneCare Media, LLC - Term Loan B

 Media

 11.85

 %

 2,311

 2,279

 2,269

 0.4

 %

 OneCare Media, LLC - Term Loan C

 Media

 11.85

 %

 1,444

 1,421

 1,418

 0.3

 %

 OneCare Media, LLC - Term Loan D

 Media

 11.85

 %

 0.2

 %

Rate

Date

Cost

 Fair
Value

 Peak Technologies - Term Loan

 11.60

 %

 7/22/2027

 28,438

 27,944

 28,152

 5.3

 %

 PJW Ultimate Holdings LLC - Delayed Draw Term Loan

 11.35

 %

 4,162

 4,105

 4,075

 0.8

 %

 PJW Ultimate Holdings LLC - Revolving Credit Line (4)

 11.35

 %

 0.1

 %

 PJW Ultimate Holdings LLC - Term Loan

 11.35

 %

 9,766

 9,642

 9,561

 1.8

 %

 Planet DDS - Delayed Draw Loan (4)(8)(9)

 SOFR + 7.50 % ( 0.75 % floor)

 12.96

 %

 7/18/2028

 1,479

 1,459

 1,429

 0.3

 %

 Planet DDS - Term Loan (8)(9)

 SOFR + 7.50 % ( 0.75 % floor)

 12.91

 %

 7/18/2028

 14,348

 13,984

 14,032

 2.7

 %

 Raven Engineered Films, Inc. - Revolving Credit Line (4)(8)

 12.47

 %

 4/29/2027

 —

 ( 50

)

 ( 132

)

 —

 %

 Raven Engineered Films, Inc. - Term Loan (8)

 12.47

 %

 4/29/2027

 20,924

 20,615

 20,191

 3.8

 %

 Rushmore Intermediate - Delayed Draw Loan

 12.33

 %

 1,262

 1,244

 1,227

 0.2

 %

 Rushmore Intermediate - Delayed Draw Loan 2nd Amend (4)

 12.33

 %

 1,169

 1,128

 1,132

 0.2

 %

 Rushmore Intermediate - Revolving Credit Line (4)

 12.33

 %

 —

 ( 17

)

 ( 38

)

 —

 %

 Rushmore Intermediate - Term Loan

 12.33

 %

 12,096

 11,925

 11,757

 2.2

 %

 Rushmore Intermediate - Term Loan B

 12.33

 %

 1,125

 1,098

 1,094

 0.2

 %

 S4T Holdings Corp. - Delayed Draw Loan (8)

 11.47

 %

 12/28/2026

 7,692

 7,575

 7,692

 1.5

 %

 S4T Holdings Corp. - Term Loan (8)

 11.47

 %

 12/28/2026

 25,758

 25,419

 25,757

 4.9

 %

 Select Rehabilitation - Term Loan (8)

 SOFR + 8.50 % ( 1.00 % floor)

 13.93

 %

 10/19/2027

 19,898

 19,494

 19,043

 3.6

 %

 The Smilist Management, Inc. - Delayed Draw Loan A

 11.85

 %

 2,688

 2,666

 2,634

 0.5

 %

 The Smilist Management, Inc. - Delayed Draw Loan B

 11.85

 %

 5,726

 5,675

 5,611

 1.1

 %

 The Smilist Management, Inc. - Delayed Draw Loan c

 11.85

 %

 4,558

 4,518

 4,467

 0.8

 %

 The Smilist Management, Inc. - Revolving Credit Line

 11.85

 %

 0.1

 %

 The Smilist Management, Inc. - Term Loan

 11.85

 %

 4,845

 4,805

 4,748

 0.9

 %

 VardimanBlack Holdings LLC - Delayed Draw Loan (8)(10)

 SOFR + 7.00 % ( 0.50 % floor)

 12.46

 %

 6,931

 6,707

 5,905

 1.1

 %

 VardimanBlack Holdings LLC - Delayed Draw Loan 1st Amend (8)(10)

 SOFR + 8.00 % ( 0.50 % floor)

 13.46

 %

 11,327

 10,948

 9,650

 1.8

 %

 VardimanBlack Holdings LLC - Term Loan (8)(10)

 SOFR + 7.00 % ( 0.50 % floor)

 12.46

 %

 8,342

 8,072

 7,108

 1.3

 %

 Vecta Environmental Services - Delayed Draw Term Loan (4)(8)

 11.73

 %

 —

 ( 20

)

 ( 336

)

 ( 0.1

)%

Rate

Date

Cost

 Fair
Value

 Vecta Environmental Services - Revolving Credit Line (4)(8)

 11.96

 %

 —

 %

 Vecta Environmental Services - Term Loan (8)

 11.98

 %

 8,099

 7,962

 6,997

 1.3

 %

 VENU+ - Revolving Credit Line (4)(8)

 12.26

 %

 0.1

 %

 VENU+ - Term Loan (8)

 12.26

 %

 19,250

 18,856

 18,654

 3.5

 %

 West Creek Financial SPV- Debt Facility VI - Delayed Draw Term Loan (4)(8)

 12.22

 %

 0.1

 %

 West Creek Financial SPV- Debt Facility VI - Revolving Credit Line (1)(8)

 12.22

 %

 1,444

 1,417

 1,416

 0.3

 %

 West Creek Financial SPV- Debt Facility VI - Term Loan (1)(8)

 12.22

 %

 5,101

 5,004

 5,005

 1.0

 %

 Whitestone Home Furnishings, LLC - Term Loan

 11.85

 %

 8/20/2026

 14,665

 14,487

 14,342

 2.7

 %

 Wilnat, Inc. - Revolving Credit Line (4)

 10.35

 %

 12/29/2026

 —

 ( 15

)

 —

 —

 %

 Wilnat, Inc. - Term Loan

 10.35

 %

 12/29/2026

 12,098

 11,939

 12,098

 2.3

 %

 Wilnat, Inc. - Term Loan B

 10.35

 %

 12/29/2026

 3,143

 3,087

 3,143

 0.6

 %

 Total First Lien Senior Secured

 633,725

 621,623

 116.0

 %

 Total Debt Investments

 633,725

 621,623

 116.0

 %

 Preferred Equity(6)

 Atlas US Holdings, LP - class X preferred

 NA

 207,508

 $

 $

 0.1

 %

 Atlas US Holdings, LP - class B-2 units

 NA

 NA

 NA

 857,787

 0.1

 %

 Educators Publishing Service - Series A-1 Preferred Units

 Media

 NA

 NA

 NA

 887,237

 1,117

 0.2

 %

 Kent Water Sports Holdings, LLC - Preferred Stock (9)(10)(11)(12)

 NA

 NA

 NA

 1,398

 —

 —

 —

 %

 TVG OCM III (FT) Blocker, LLC - Class B Units

 Media

 NA

 NA

 NA

 0.1

 %

 Total Preferred Equity

 2,674

 2,565

 0.5

 %

 Common Equity(6)

 190 Octane Holdings, LLC - series A-1 units (9)

 NA

 NA

 NA

 223,551

 $

 $

 0.1

 %

 Cardiovascular Logistics - Class O2 Units

 NA

 NA

 NA

 142,509

 —

 %

 CTM Group - Class A-1 Units

 NA

 NA

 NA

 664,865

 0.1

 %

 Firebirds - Class A Units

 NA

 NA

 NA

 590,012

 0.1

 %

 Firebirds - Class B Units

 NA

 NA

 NA

 590,012

 —

 —

 —

 %

 Kemper Sports Management Holdings LLC Equity (9)

 NA

 NA

 NA

 610,763

 0.1

 %

 Kent Water Sports Holdings, LLC - Common Stock (9)(10)(11)(12)

 NA

 NA

 NA

 —

 —

 —

 %

 Oak Dental - Class C Units (9)

 NA

 NA

 NA

 0.1

 %

 Rushmore Lender Co-Invest Blocker, LLC - Common Stock

 NA

 NA

 NA

 537,606

 0.1

 %

Rate

Date

Cost

 Fair
Value

 Vistria ESS Holdings, LLC - Equity

 NA

 NA

 NA

 0.1

 %

 Total Common Equity

 3,594

 3,608

 0.7

 %

 Total Equity Investments

 6,268

 6,173

 1.2

 %

 Total Investments

 $

 627,891

 117.2

 %

 Liabilities in Excess of Other Assets

 ( 91,918

)

 ( 17.2

)%

 Net Assets

 $

 100.0

 %

 (1) The Company deemed this asset to be a "non-qualifying asset" under Section 55(a) of the 1940 Act. Qualifying assets must represent at least 70.0 % of the Company's total assets at the time of acquisition of any additional non-qualifying assets. As of December 31, 2023, 4.32 % of the Company's total assets are represented by investments at fair value that are considered non-qualifying assets.

 (2) Percentages are based on net assets as of December 31, 2023.

 (3) The fair value of investments with respect to securities for which market quotations are not readily available are valued using significant unobservable inputs (See Note 3 - Fair Value of Financial Instruments).

 (4) For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded. Please refer to Note 7 - Commitments and Contingencies for details of these unfunded commitments.

 (5) The majority of the investments bear interest at a rate that may be determined by reference to Secured Overnight Financing Rate ("SOFR") and which reset monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the reference rate and the current interest rate in effect at the reporting date. As of December 31, 2023, the reference rates for the Company's variable rate loans were the 1 month SOFR at 5.35 %, the 3 month SOFR at 5.33 %, and the 6 month SOFR at 5.16 %. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable.

 (6) Equity investments are non-income-producing unless otherwise noted.

 (7) All investments domiciled in the United States unless otherwise noted.

 (8) Positions that have a SOFR reference rate, from time to time have an additional spread adjustment. This spread adjustment ranges from 0 % - 0.26 % depending on the contractual arrangement. These spread adjustments have been included in the all-in rate shown.

 (9) Ownership of this investment is through a wholly-owned subsidiary.

 (10) Investment is on non-accrual status.

 (11) Affiliated Investments generally are defined by the 1940 Act as investments in portfolio companies in which the Company owns between 5% and 25% of the voting securities. Unless otherwise noted, investments in portfolio companies are non-control/non-affiliated investments.

 (12) During the fourth quarter of 2023, the Company received as part of a restructuring of Kent Water Sports Holdings, LLC, preferred and common shares which resulted in the portfolio company being classified as an affiliated investment. During the fourth quarter of 2023 a realized loss of $ 4.2 million was recognized by the Company in conjunction with the restructuring. Subsequent to classification as an affiliated investment, there have been no material changes to the investment's principal balance, fair value or related income statement activity.

 The following table shows the portfolio composition by industry grouping based on fair value at December 31, 2023:

 Investments at

 Percentage of

 $

 161,594

 26.1

 %

 78,285

 12.7

 69,951

 11.3

 55,436

 9.0

 40,839

 6.6

 40,148

 6.5

 35,936

 5.8

 Media

 34,098

 5.5

 28,537

 4.6

 26,477

 4.3

 26,180

 4.2

 21,095

 3.4

 $

 %

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

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (in thousands, except share and per share amounts, percentages, and as otherwise indicated)

 Note 1—Organization
 Commonwealth Credit Partners BDC I, Inc. ("we", "us", "our", or the "Company") is an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act") and has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually as a regulated investment company ("RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Company was formed on January 15, 2021 ("Inception Date") as a Delaware corporation. The Company commenced investment operations on August 17, 2021.
 The Company is managed by Commonwealth Credit Advisors LLC (the "Investment Adviser"), a Delaware limited liability company and an affiliate of Comvest Capital Advisors LLC, Comvest Credit Advisors LLC and Comvest Credit Managers, LLC (collectively "Comvest Partners"). The Investment Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. The Investment Adviser oversees the management of the Company's activities and is responsible for making investment decisions with respect to the Company's portfolio.
 The Company's investment objective is to generate both current income and capital appreciation by investing in middle-market companies in a wide range of industries primarily structured as senior credit facilities, and to a lesser extent, junior credit facilities. The Company also may purchase interests in loans through secondary market transactions.
 The Company conducts private placements of shares of its common stock, par value $ 0.001 per share (the "Common Stock" or "Shares"), to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). Each investor in the private placement made a capital commitment (the "Capital Commitments") to purchase shares of Common Stock pursuant to a subscription agreement (a "Subscription Agreement"). Investors are required to make capital contributions to purchase additional shares of Common Stock (the "Drawdown Purchase Price") each time the Company delivers a drawdown notice (the "Drawdown Notice"), which are delivered at least ten business days prior to the required funding date, in an aggregate amount not to exceed their respective Capital Commitments.
 The Company has established CCP BDC Blocker I, LLC, CCP BDC Blocker II, LLC, and CCP Blocker III, LLC, wholly-owned direct subsidiaries. These subsidiaries allow the Company to hold equity securities of portfolio companies organized as a pass-through entity while continuing to satisfy the requirements of a RIC under the Code.
 On February 7, 2022, the Company established CCP BDC California LLC, a California limited liability company that is a disregarded entity for tax purposes, which has been established to acquire investments in the State of California, as required by California law. Prior to February 7, 2022, financial information presented represents Commonwealth Credit Partners BDC I, Inc. only.

 Note 2—Summary of Significant Accounting Policies
 Basis of Presentation
 The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the U.S. ("GAAP") and include the accounts of the Subsidiaries. The Company is an investment company following accounting and reporting guidance in Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 946, Financial Services—Investment Companies ("ASC 946"). The Company consolidates its wholly-owned direct subsidiaries, CCP BDC Blocker I, LLC, CCP BDC Blocker II, LLC, CCP Blocker III, LLC, and CCP BDC California LLC.
 The Company's consolidated financial statements reflect all adjustments and reclassifications which, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the periods presented. All intercompany transactions have been eliminated. Revenues are recognized when earned and expenses when incurred. The financial results of the Company's portfolio investments are not consolidated in the financial statements.
 The Company reclassified certain industry groupings of its portfolio companies presented in the accompanying consolidated financial statements as of December 31, 2024 to align with the recently updated Global Industry Classification Standards ("GICS"), where applicable. These reclassifications had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2024.

 The Company updated certain descriptions of its portfolio companies presented in the consolidated financial statements as of December 31, 2024, to align with the legal issuer name, where applicable. These updates had no impact on the Consolidated Statements of Assets and Liabilities as of December 31, 2024.

 Use of Estimates
 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could differ from those estimates.

 Valuation of Portfolio Investments
 The Investment Adviser applies fair value accounting in accordance with GAAP. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Investments are reflected on the Company's Consolidated Statements of Assets and Liabilities at fair value, with changes in unrealized gains and losses resulting from changes in fair value reflected in the Company's Consolidated Statements of Operations as "Net change in unrealized gains (losses) of investments" and realizations of portfolio investments reflected in the Company's Consolidated Statements of Operations as "Net realized gains (losses) on investments".
 The Investment Adviser values the Company's portfolio investments on a quarterly basis, or more frequently if required under the 1940 Act. For purposes of the 1940 Act, the Company's board of directors ("Board") has designated the Investment Adviser as the Company's valuation designee under Rule 2a-5 under the 1940 Act (the "Valuation Designee"). The Board provides oversight of the Investment Adviser's fair value determinations of the Company's portfolio investments on a quarterly basis in good faith, including investments that are not publicly traded and those whose market prices are not readily available. Security transactions are accounted for on a trade date basis.
 Given that the Company's assets are currently treated as "plan assets" under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of the Code, one or more independent valuation firms (each a "Valuation Agent") are engaged to independently value the Company's investments, in consultation with the Investment Adviser. The Company's quarterly valuation procedures, which are the procedures that are followed by such Valuation Agent to the extent the Company's assets are treated as "plan assets" under ERISA and/or Section 4975 of the Code, are set forth in more detail below:
 1) Investments for which market quotations are readily available on an exchange are valued at such market quotations based on the closing price indicated from independent pricing services

 2) Investments for which indicative prices are obtained from various pricing services and/or brokers or dealers are valued through a multi- step valuation process, as described below, to determine whether the quote(s) obtained is representative of fair value in accordance with GAAP.

 a) Bond quotes are obtained through independent pricing services. Internal reviews are performed by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, to ensure that the quote obtained is representative of fair value in accordance with GAAP and if so, the quote is used. If the Valuation Agent is unable to sufficiently validate the quote(s) internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below); and
 b) For investments other than bonds, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, look at the number of quotes readily available and perform the following:
 i) Investments for which two or more quotes are received from a pricing service are valued using the mean of the mean of the bid and ask of the quotes obtained. If quotes from pricing services differ by +/- five points or if the spread between the bid and ask for a quote is greater than 10 points, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will evaluate the reasonableness of the quote, and if the quote is determined to not be representative of fair value, the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, will use one or more of the methodologies outlined below to determine fair value;
 ii) Investments for which one quote is received from a pricing service are validated by the Valuation Agent, in consultation with the investment professionals of the Investment Adviser. The personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, analyze the market quotes obtained using an array of valuation methods (further described below) to validate the fair value. For assets where a supporting analysis is prepared, the Valuation Agent will document the selection and appropriateness of the indices selected for yield comparison and a conclusion documenting how the yield comparison analysis supports the proposed mark. The quarterly portfolio company monitoring reports which detail the qualitative and quantitative performance of the

 portfolio company will also be included. If the Valuation Agent, in consultation with the investment professionals of the Investment Adviser, is unable to sufficiently validate the quote internally and if the investment's par value exceeds a certain materiality threshold, the investment is valued similarly to those assets with no readily available quotes (see (3) below).
 3) Investments for which quotations are not readily available through exchanges, pricing services, brokers, or dealers are valued through a multi- step valuation process:

 a) Each portfolio company or investment is initially valued by the personnel of the Valuation Agent, in consultation with the investment professionals of the Investment Adviser; and
 b) Preliminary valuation conclusions will then be documented and discussed with the Company's senior management.
 For investments in revolving credit facilities and delayed draw commitments, the cost basis of the funded investments purchased is offset by any costs/netbacks received for any unfunded portion on the total balance committed. The fair value is also adjusted for the price appreciation or depreciation on the unfunded portion. As a result, the purchase of commitments not completely funded may result in a negative fair value until it is called and funded.
 The values assigned to investments are based upon available information and do not necessarily represent amounts which might ultimately be realized, since such amounts depend on future circumstances and cannot be reasonably determined until the individual positions are liquidated. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company's investments may fluctuate from period to period and the fluctuations could be material.
 In the event Benefit Plan Investors do not hold 25 % or more of the Company's outstanding Shares, or the Company's Shares are listed on a national securities exchange, then (i) personnel of the Investment Adviser may undertake the roles to be performed by the personnel of the Valuation Agent, as described above and (ii) if an investment falls into category (3) above for four consecutive quarters and if the investment's par value or its fair value exceeds a certain materiality threshold, then at least once each fiscal year, the valuation for each portfolio investment for which the Company does not have a readily available market quotation will be reviewed by an independent valuation firm engaged by the Board.
 For all valuations, the Valuation Committee of the Board, which consists solely of directors who are not "interested persons" of the Company, as such term is used under the 1940 Act (the "Independent Directors"), will review these preliminary valuations and the Board, a majority of whom are Independent Directors, will discuss the Investment Adviser's valuations; provided, however, that to the extent the Company's assets are treated as "plan assets" under ERISA, and/or Section 4975 of the Code, the Valuation Agent will determine valuations using only those valuation methodologies reviewed and approved by the Valuation Committee and the Board, and, absent manifest error, the Board will accept such valuations prepared by the Valuation Agent in accordance therewith.

 Investment Classification
 The Company classifies its investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "Control" is defined as the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. In addition, in accordance with Section 2(a)(9) of the 1940 Act, any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company shall be presumed to control such company. Any person who does not so own more than 25% of the voting securities of any company shall be presumed not to control such company. Any person who does not so own more than 25% of the voting securities of any company and/or does not have the power to exercise control over the management or policies of such portfolio company shall be presumed not to control such company. Consistent with the 1940 Act, "affiliated investments" are defined as those investments in companies in which the Company owns 5% or more of the voting securities. Consistent with the 1940 Act, "non-affiliated investments" are defined as investments that are neither control investments nor affiliated investments. As of December 31, 2024 and as of December 31, 2023, the Company did not "control" and was not an "affiliated person" of any of its portfolio companies, each as defined in the 1940 Act, except as noted as of December 31, 2024 and 2023 in the consolidated schedules of investments.

 Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market deposit account. Cash and cash equivalents are carried at cost which approximates fair value. The Company deposits at financial institutions for its cash and cash equivalents may exceed FDIC insured limits under applicable law.
 The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. As of December 31, 2024 and 2023, the Company held cash and cash equivalents in the form of money market fund

 shares held in First American Government Obligations Fund and other cash and cash equivalents with a fair value of $ 4.9 million and $ 2.5 million, respectively, representing 0.89 % and 0.47 %, respectively, of the Company's net assets. Cash equivalents in the form of money market fund shares are valued at their reported net asset value (generally $ 1 per share) on the measurement date, and are categorized within Level 1 of the fair value hierarchy under ASC 820, as inputs in the valuation are observable.

 Organizational Expenses and Offering Costs
 The Company bore the organizational expenses and offering costs incurred in connection with the formation of the Company and the offering of its Shares, including the out-of-pocket expenses of the Investment Adviser and its agents and affiliates. In addition, the Company will reimburse the Investment Adviser for the organizational expenses and offering costs it incurs on the Company's behalf. For the period from the Inception Date through December 31, 2024, the Company had incurred $ 0.48 million of organizational costs. If actual organizational expenses and offering costs incurred exceed $ 0.75 million, the Investment Adviser or its affiliate bear the excess costs.

 Organizational expenses consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering of Shares of the Company. Offering costs are capitalized as a deferred charge and amortized to expense on a straight-line basis over 12 months from the inception date. There were no organizational or offering costs for the years ended December 31, 2024 and 2023. As of December 31, 2024 and 2023, no offering costs were deferred.
 Deferred Financing Costs
 Financing costs incurred in connection with the Company's credit facilities are capitalized and amortized into expense using the straight-line method, which approximates the effective yield method over the life of the respective facility. See Note 6—Borrowings.

 Revenue Recognition
 Interest Income
 Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Discount and premium on investments purchased are accreted/amortized over the expected life of the respective investment using the effective yield method. Loan origination fees, original issue discount ("OID") and market discounts or premiums are capitalized and amortized into interest income using the effective interest method. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income. The Company may have loans in its portfolio that contain a payment-in-kind ("PIK") interest provision. PIK interest is accrued and recorded as income at the contractual rates, if deemed collectible. The PIK interest is added to the principal balance on the capitalization date and is generally due at maturity or when deemed by the issuer. For the years ended December 31, 2024, 2023 and 2022, the Company recognized PIK interest from investments of $ 1.9 million, $ 447.0 thousand, and $ 0, respectively, which is included in interest income on the Consolidated Statements of Operations.
 Fee Income
 Fee income, such as structuring fees, loan monitoring, amendment, syndication, commitment, termination, and other loan fees are recognized as income when earned, either upon receipt or amortized into fee income. Upon the re-payment of a loan or debt security, any prepayment penalties and unamortized loan fees are recorded as fee income.

 Non-accrual
 Investments may be placed on non-accrual status when principal or interest payments are past due and/or when there is reasonable doubt that principal or interest will be collected. Accrued cash and PIK interest is generally reversed when an investment is placed on non-accrual status. Interest payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment of the ultimate outcome. Non-accrual investments are restored to accrual status when past due principal and interest is paid and, in management's judgment, are likely to remain current.

 Net Realized Gain or Loss and Net Change in Unrealized Gain or Loss
 Investment transactions are accounted for on the trade date. Gain or loss on the sale of investments is calculated using the specific identification method. Net change in unrealized gain or loss will reflect the change in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized gain or loss, when a gain or loss is realized.

 Income Taxes
 The Company has elected to be treated for federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M of the Code and intends to operate in a manner so as to qualify for the tax treatment applicable to RICs. Generally, a corporation can qualify as a RIC if it distributes dividends for federal income tax purposes to stockholders in an amount generally equal to at least 90 % of "investment company taxable income," as defined in the Code, and determined without regard to any deduction for dividends paid. Distributions declared prior to the filing of the previous year's tax return and paid up to twelve months after the previous tax year can be carried back to the prior tax year in determining the distributions paid in such tax year. The Company intends to make sufficient distributions to maintain its ability to be subject to be taxed as a RIC each year. The Company will be subject to a 4.0 % nondeductible U.S. federal excise tax on certain undistributed income unless the Company distributes, in a timely manner as required by the Code, an amount at least equal to the sum of (1) 98.0 % of its respective net ordinary income earned for the calendar year and (2) 98.2 % of its respective capital gain net income for the one-year period ending October 31 in the calendar year, plus any net ordinary income or capital gain net income not distributed in previous years.

 The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether it is "more-likely-than-not" (i.e., greater than 50 -percent) that each such tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes will be included in income tax expense, if any. The Company did not record any tax provision in the current period. However, management's conclusions regarding tax positions taken may be subject to review and adjusted at a later date based on factors including, but not limited to, examination by tax authorities, on-going analysis of and changes to tax laws, regulations and interpretations thereof.
 Segment Reporting
 In accordance with ASC Topic 280 - Segment Reporting ("ASC 280"), the Company has determined that it has a single operating and reporting segment. As a result, the Company's segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.
 The Company operates through a single operating and reporting segment with an investment objective to generate current income and capital appreciation primarily by investing in middle-market companies. The chief operating decision maker (the "CODM") is comprised of the Company's chief executive officer and chief financial officer. The CODM assesses the performance and makes operating decisions for the Company primarily based on the Company's change in net assets resulting from operations. In addition to other factors and metrics, the CODM utilizes the Company's net assets, total return, and ratios of expenses to average net assets as a key metric in reviewing the performance of the Company. As the Company's operations comprise a single reporting segment, the segment assets are reflected on the accompanying Consolidated Statement of Assets and Liabilities as "total assets" and the significant segment expenses are listed on the Consolidated Statement of Operations.

 Recent Accounting Standards Update
 In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted ASU 2023-07 effective December 31, 2024, and concluded that the application of this guidance did not have any material impact on its consolidated financial statements.

 Note 3—Fair Value of Financial Instruments
 Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure ("ASC 820") establishes a fair value hierarchy that prioritizes and ranks the inputs to valuation techniques used in measuring investments at fair value. The hierarchy classifies the inputs used in measuring fair value into three levels as follows:
 • Level 1—Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

 • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.

 • Level 3—Unobservable inputs that reflect the Company's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

 The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Investment Adviser evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
 Determinations of fair value involve subjective judgments and estimates. Accordingly, the notes to the consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations on the consolidated financial statements.
 The following table presents fair value measurements of investments and cash equivalents, by major class, as of December 31, 2024, according to the fair value hierarchy:

 Fair Value Measurements

 Level 1

 Level 2

 Level 3

 Totals

 $

 —

 $

 —

 $

 $

 —

 —

 8,259

 8,259

 5,334

 —

 —

 5,334

 Total

 $

 5,334

 $

 —

 $

 $

 The following table presents fair value measurements of investments, by major class, as of December 31, 2023, according to the fair value hierarchy:

 Fair Value Measurements

 Level 1

 Level 2

 Level 3

 Totals

 $

 —

 $

 —

 $

 $

 —

 —

 6,173

 6,173

 Total

 $

 —

 $

 —

 $

 $

 The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2024:

 First Lien
Senior
Secured

 Total

 Balance as of December 31, 2023

 $

 $

 6,173

 $

 Purchases and other adjustments to cost

 136,966

 137,594

 Sales and repayments

 ( 99,178

)

 —

 ( 99,178

)

 Transfers in (a)

 16,555

 2,908

 19,463

 Transfers out (a)

 ( 19,463

)

 —

 ( 19,463

)

 Net realized gain/(loss) on investments

)

 —

)

 Net change in unrealized gain/(loss) on investments

 ( 8,093

)

 ( 1,450

)

)

 Net accretion of discount on investments

 3,024

 —

 3,024

 Balance as of December 31, 2024

 $

 $

 8,259

 $

 Net change in unrealized gain/loss for the period relating to those Level 3 assets that were still held by the Company at the end of the period:

 $

 ( 11,582

)

 $

 ( 1,450

)

 $

 ( 13,032

)

 (a) During the year ended December 31, 2024, as a result of an investment restructuring, $ 9.3 million of senior secured debt was exchanged for equity with a fair market value of $ 2.9 million.

 The following table provides a reconciliation of the beginning and ending balances for investments that use Level 3 inputs for the year ended December 31, 2023:

 First Lien
Senior
Secured

 Total

 Balance as of December 31, 2022

 $

 352,041

 $

 3,193

 $

 355,234

 Purchases and other adjustments to cost

 302,416

 3,449

 305,865

 Sales and repayments

 ( 38,697

)

 —

 ( 38,697

)

 Net realized gains

 ( 3,322

)

 ( 732

)

)

 Net change in unrealized gain/(loss) on investments

 ( 2,099

)

)

 Net accretion of discount on investments

 2,064

 —

 2,064

 Balance as of December 31, 2023

 $

 $

 6,173

 $

 Net change in unrealized gain/loss for the period relating to those Level 3 assets that were still held by the Company at the end of the period:

 $

 ( 2,293

)

 $

 ( 263

)

 $

 ( 2,556

)

 Purchases represent the acquisition of new investments at cost, and PIK capitalization. Sales and repayments represent principal payments received during the period. For the years ended December 31, 2024 and 2023, there were no transfers between levels of the fair value hierarchy.
 Significant Unobservable Inputs
 The following table summarizes the significant unobservable inputs used to value Level 3 investments as of December 31, 2024. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

 Selected Input Range

 Asset Category

 Primary Valuation
Technique

 Unobservable
Inputs

 Minimum

 Maximum

 Weighted
Average (a)

 $

 580,106

 Discounted Cash Flow

 Discount Rate

 8.2

 %

 22.0

 %

 11.3

 %

 Discounted Cash Flow

 Discount Rate

 26.9

 %

 26.9

 %

 26.9

 %

 46,260

 EBITDA Multiple

 5.5

 x

 12.5

 x

 9.5

 x

 7,027

 EBITDA Multiple

 5.5

 x

 15.8

 x

 12.2

 x

 9,586

 Revenue Multiple

 0.5

 x

 0.7

 x

 0.6

 x

 Revenue Multiple

 0.5

 x

 3.6

 x

 3.5

 x

 Total

 $

 (a) Weighted averages are calculated based on fair value of investments.

 The following table summarizes the significant unobservable inputs used to value Level 3 investments as of December 31, 2023. The table is not intended to be all-inclusive, but instead identifies the significant unobservable inputs relevant to the determination of fair values.

 Selected Input Range

 Asset Category

 Primary Valuation
Technique

 Unobservable
Inputs

 Minimum

 Maximum

 Weighted
Average (a)

 $

 600,565

 Discounted Cash Flow

 Discount Rate

 9.2

 %

 19.9

 %

 12.4

 %

 EBITDA Multiple

 6.0 x

 8.0 x

 7.0 x

 Revenue Multiple

 2.3 x

 2.5 x

 2.4 x

 5,675

 EBITDA Multiple

 5.5 x

 15.5 x

 10.3 x

 Total

 $

 (a) Weighted averages are calculated based on fair value of investments.

 There were no significant changes in valuation approach or technique as of December 31, 2024 and 2023.
 Level 3 inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs into the determination of fair value require significant management judgment or estimation. Financial instruments that are included in this category include investments in privately held entities where the fair value is based on unobservable inputs.
 The income and market approaches were used in the determination of fair value of certain Level 3 assets as of December 31, 2024 and 2023. The significant unobservable inputs used in the income approach are the discount rate or market yield used to discount the estimated future cash flows expected to be received from the underlying investment, which include both future principal and interest payments and any other end of term fees, as applicable. Included in the consideration and selection of discount rates are factors such as risk of default, interest rate risk, and changes in credit quality. The significant unobservable inputs used in the market approach are based on market comparable transactions and market multiples of publicly traded comparable companies. Increases or decreases in the valuation multiples in isolation may result in higher or lower fair value measurement, respectively, and increases or decreases in the discount rate in isolation may result in lower or higher fair value measurement, respectively.
 As of December 31, 2024 and 2023, the Company had four and two portfolio companies, respectively, on a non-accrual status. Refer to Note 2—Summary of Significant Accounting Policies—for additional details regarding the Company's non-accrual policy. The following table shows the amortized cost and fair value of the Company's performing and non-accrual investments as of December 31, 2024 and 2023:

 Performing

 $

 614,567

 $

 614,653

 $

 585,921

 $

 584,075

 Non-accrual

 48,502

 29,558

 41,970

 34,501

 Total

 $

 663,069

 $

 $

 627,891

 $

 For discussion of the fair value measurement of the Company's borrowings, refer to Note 6—Borrowings.

 Note 4—Related Party Transactions
 Investment Advisory Agreement
 On June 29, 2023, the Company entered into an amended and restated investment advisory and management agreement (the "Investment Advisory Agreement") with the Investment Adviser, following approval by the Company's stockholders by unanimous written consent. The terms of the Investment Advisory Agreement became effective on July 1, 2023, and did not impact Management Fees (as defined below) paid in prior periods. The Investment Advisory Agreement, among other things, clarified the methodology for calculating the Management Fee payable to the Investment Adviser during and after the Investment Period (as defined in the Investment Advisory Agreement).
 Pursuant to the Investment Advisory Agreement with the Investment Adviser, the Company pays the Investment Adviser a fee for its services under the Investment Advisory Agreement consisting of an annual base management fee ("Management Fee") and an incentive management fee (the "Incentive Fee"), each payable quarterly.
 Management Fee
 During the Investment Period, the Management Fee will be calculated at an annual rate of 1.00 % with respect to the Company's Adjusted Average Assets Invested (defined below) in respect of the relevant quarterly period, in the manner set forth in the table below. During the Investment Period "Adjusted Average Assets Invested" shall mean (a) the average of the sum of the Company's (i) Drawn Capital Commitments and (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company's dividend reinvestment plan ("DRIP") as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and clause (iii), as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company's (iv) cumulative net unrealized losses, if any, and (v) cumulative net realized losses, if any, in the case of clause (iv) and clause (v), as of the last business day of the relevant quarter. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser are specifically set forth below.
 After the Investment Period, the Management Fee will be calculated at an annual rate of 1.00 % with respect to the Company's Adjusted Average Assets Invested, except that after the Investment Period, "Adjusted Average Assets Invested" shall mean (a) the fair

 value of the Company's investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company's cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.
 Any Management Fees payable pursuant to the Investment Advisory Agreement will be calculated based on the Company's Adjusted Average Assets Invested in respect of the most recently completed calendar quarter. Management Fees for any partial quarter will be appropriately prorated. For the avoidance of doubt, the quarterly Management Fees payable to the Investment Adviser shall be calculated based on the lower of the actual Adjusted Average Assets Invested as of the end of any quarter and the target Adjusted Average Assets Invested for that quarter, as specifically set forth in the table below:
 The table set forth below shows the following quarterly fee percentages shall be payable with respect to the Company's Target Adjusted Average Assets through the end of the Investment Period:

 Quarter Ending

 Quarter

 Target Adjusted
Average Assets
Invested ($ in
millions) 1

 Quarterly
Management Fee

 Quarterly Dollar
Amount ($ in
millions) 2

 September 30, 2021

 $

 %

 $

 0.20

 December 31, 2021

 $

 %

 $

 0.40

 March 31, 2022

 $

 %

 $

 0.60

 June 30, 2022

 $

 %

 $

 0.80

 September 30, 2022

 $

 %

 $

 1.00

 December 31, 2022

 $

 %

 $

 1.20

 March 31, 2023

 $

 %

 $

 1.40

 June 30, 2023

 $

 %

 $

 1.60

 September 30, 2023

 $

 %

 $

 1.625

 $

 %

 $

 1.625

 March 31, 2024

 $

 %

 $

 1.82

 June 30, 2024

 $

 %

 $

 1.85

 September 30, 2024

 $

 %

 $

 1.88

 14 and beyond 3

 $

 %

 $

 1.88

 (1) The Management Fee paid at the end of any quarter shall be calculated based on the lower of the actual Adjusted Average Assets Invested in respect of the quarter and the target Adjusted Average Assets Invested for that quarter. The target Adjusted Average Assets have been increased to include amounts from the DRIP program not received in cash and will continue to increase beyond the period provided for in the schedule above.

 (2) Reflects dollar amount of Management Fees payable for the applicable quarter based on the Company's target Adjusted Average Assets Invested as of the end of such quarter.

 (3) Effective after the quarter ended December 31, 2024, Target Adjusted Average Assets Invested will increase each quarter to include reinvested dividends from the DRIP.

 For the years ended December 31, 2024, 2023 and 2022, the Company incurred $ 6.36 million, $ 5.41 million, and $ 2.72 million, respectively, in Management Fees under the Investment Advisory Agreement.
 The Investment Adviser has chosen to voluntarily waive $ 0, $ 0, and $ 0.12 million of management fees earned in accordance with the Investment Advisory Agreement for the years ended December 31, 2024, 2023 and 2022, respectively. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Investment Adviser.
 Incentive Fee
 If, as of the last day of the relevant quarter, the Company's Total Return (as defined below) in respect of the relevant Measurement Period (as defined below) equals or exceeds the "Hurdle Amount" (as defined below), which represents an annualized total return of 7.25 %, the Investment Adviser will be paid an Incentive Fee calculated at an annual rate of 0.25 % ( 0.0625 % per quarter) with respect to the Company's Incentive Fee Average Assets Invested (as defined below) on a cumulative basis for the Measurement Period less the aggregate amount of any previously paid Incentive Fees with respect to the Measurement Period.
 If, as of the last day of the relevant quarter, the Company's Total Return in respect of the relevant Measurement Period is less than the Hurdle Amount, the Investment Adviser shall not receive the Incentive Fee in respect of the relevant quarter.

 "Total Return" means the sum of the Company's net investment income with legal and other expenses incurred in connection with the Company's formation and organization and the offering of its shares (amortized ratably over a three-year period for the purposes of this calculation) in respect of the relevant Measurement Period and the Company's realized and unrealized capital gains less realized and unrealized capital losses in respect of the relevant Measurement Period.
 For the avoidance of doubt, the Total Return calculation will not take into account the deduction of the 0.25 % Incentive Fee but will take into account the deduction of the 1.00 % Management Fee during the Investment Period and the 1.00 % Management Fee after the Investment Period.
 "Hurdle Amount" means 7.25 % times the average of the "Drawn Capital Commitments" (as defined below) and the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company's DRIP, less return of capital distributions for each quarter during the Measurement Period, (i) multiplied by the number of quarters in the Measurement Period, and (ii) divided by (4) four.
 "Drawn Capital Commitments" means the simple average of the drawn Capital Commitments as of the last business day of each month included in the relevant quarterly period.
 "Measurement Period" means the period from the Company's inception date through the end of the most recently completed calendar quarter.
 "Incentive Fee Average Assets Invested" during the Investment Period means (a) the average of the sum of the Company's (i) Drawn Capital Commitments and (ii) the aggregate dollar amount of distributions issued to stockholders in-kind pursuant to the Company's DRIP as of the latest declaration date of any such distribution, excluding any amounts of such distribution received in cash by stockholders that have opted out of the DRIP, and (iii) outstanding principal on borrowings, in the case of clause (i) and (iii), as of the last business day of each month included in the Measurement Period less (b) the Company's net realized and unrealized losses, if any. After the Investment Period Incentive Fee Average Assets Invested means (a) the fair value of the Company's investments, as of the last business day of each month included in the relevant quarterly period less (b) the sum of the Company's cumulative net realized and unrealized losses, if any, as of the last business day of the relevant quarter.
 For the years ended December 31, 2024, 2023 and 2022, the Company incurred $ 1.59 million, $ 2.14 million and $ 0, respectively, in incentive fees under the Investment Advisory Agreement.
 The Investment Adviser has chosen to voluntarily waive $ 0, $ 63.13 thousand, and $ 0, respectively, of incentive fees in accordance with the Investment Advisory Agreement for the years ended December 31, 2024, 2023 and 2022. Any fees waived under the Investment Advisory Agreement are not subject to reimbursement to the Investment Adviser.
 Administration Agreement
 The Company has entered into an administration agreement (the "Administration Agreement") with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the "Administrator"), under which the Administrator provides administrative services for the Company, including arranging office facilities for the Company and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, the Company's required administrative services, which includes being responsible for the financial records which the Company is required to maintain and preparing reports to the Company's stockholders and reports filed with the SEC and providing the services of the Company's chief financial officer, chief compliance officer, and their respective staffs. In addition, the Administrator will assist the Company in determining and in publishing the Company's net asset value, overseeing the preparation and filing of tax returns and the preparation and dissemination of reports to the Company's Stockholders, and generally overseeing the payment of the Company's expenses and the performance of administrative and professional services rendered to the Company by others. The Administrator may also provide on the Company's behalf managerial assistance to the Company's portfolio companies.
 The Administrator has hired a third-party sub-administrator (the "Sub-Administrator") to assist with the provision of administration services. For the years ended December 31, 2024, 2023 and 2022, the Company incurred $ 0.40 million, $ 0.31 million, and $ 0.18 million, respectively, in administrative service fees under the administration agreement, payable to the sub-administrator. Administration service fees are included in other general and administrative expenses on the Statements of Operations.

 Management Consulting Services
 Operating Advisory Group, LLC ("OAG"), is a consulting firm that exclusively provides management consulting services, substantially all of which are provided to portfolio companies of Comvest Partners' affiliated funds investing in a control equity strategy. An affiliate of the Investment Adviser also engages OAG to provide assistance with certain discrete diligence and other matters in connection with the Company's investing activities. For the years ended December 31, 2024, 2023 and 2022, OAG charged $ 13 thousand, $ 16 thousand, and $ 11 thousand, respectively, for due diligence services which were paid by portfolio companies of the Company. In addition, for the years ended December 31, 2024, 2023 and 2022, OAG charged the Company $ 0.4 thousand, $ 0 thousand, and $ 2 thousand, respectively, for diligence expense which were paid by the Company. While neither the Company nor any of its affiliates or personnel own or share in any portion of the economics received by OAG, an affiliate of the Investment Adviser has been granted an option to acquire the shares of OAG's parent company at a nominal value.
 Co-Investment Relief
 The 1940 Act generally prohibits BDCs from entering into negotiated co-investments with affiliates absent an order from the SEC. On August 2, 2021, the SEC granted the Company exemptive relief (the "Order") that allows it to enter into certain negotiated co-investment transactions alongside other funds managed by the Investment Adviser or its affiliates ("Affiliated Funds") in a manner consistent with its investment objective, positions, policies, strategies, and restrictions as well as regulatory requirements and other pertinent factors, subject to compliance with the conditions of the Order. Pursuant to the Order, the Company is permitted to co-invest with its affiliates if, among other things, a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Company's Independent Directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to the Company and the Company's stockholders and do not involve overreaching in respect of the Company or the Company's stockholders on the part of any person concerned, and (2) the transaction is consistent with the interests of the Company's stockholders and is consistent with the Company's investment objective and strategies. On August 29, 2024, the Company filed an application for an order which amends certain terms of the Order pursuant to Sections 17(d) and 57(i) of the 1940 Act and Rule 17d-1 thereunder, permitting certain joint transactions otherwise prohibited by Sections 17(d) and 57(a)(4) of the 1940 Act (the "Exemptive Application"). On February 3, 2025, the Company filed an amendment to the Exemptive Application.

 Note 5—Transactions with Affiliated Investments
 An affiliated investment is an investment in which the Company has an ownership interest of 5 % or more of its voting securities. A controlled affiliate investment is an investment which the Company has an ownership interest of more than 25 % of its voting securities. Please see the Company's consolidated schedule of investments for the type of investment, principal amount/ shares, interest rate including the spread, and the maturity date. Transactions related to the Company's investments with affiliates for the year ended December 31, 2024, were as follows:

 Portfolio Company

 Type of Asset

 Amount of interest included in income

 Beginning Fair Value at December 31, 2023

 Gross additions(1)

 Gross reductions(2)

 Realized Gain/(Loss)

 Change in Unrealized Gain (Loss)

 Fair Value at December 31, 2024

 Affiliated investments:

 Kent Water Sports Holdings, LLC - Delayed Draw Loan Last-Out

 $

 —

 $

 8,176

 $

 —

 $

 —

 $

 —

 $

 ( 4,846

)

 $

 3,330

 Kent Water Sports Holdings, LLC - Delayed Draw Loan First-Out

 3,662

 2,092

 —

 —

 $

 6,256

 Sea-K Investors, LLC

 Preferred Equity

 —

 —

 —

 —

 —

 —

 —

 Sea-K Investors, LLC

 Common Equity

 —

 —

 —

 —

 —

 —

 —

 Total Affiliated Investments

 $

 $

 $

 2,092

 $

 —

 $

 —

 $

 ( 4,344

)

 $

 9,586

 (1) Gross additions include increases in the cost basis of investments resulting from new portfolio investments, PIK interest or dividends, the amortization of unearned income, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company into this category from a different category.

 (2) Gross reductions include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities for one or more new securities, and the movement of an existing portfolio company out of this category into a different category.

 Note 6—Borrowings
 On August 11, 2021, the Company entered into a Credit Agreement (together with the exhibits and schedules thereto, (the "Goldman Credit Facility") as the borrower and Goldman Sachs Bank USA ("Goldman Sachs") as the lender. The Goldman Credit Facility is structured as a revolving credit facility secured by the capital commitments of the Company's subscribed investors and certain related assets. On September 27, 2021, the Credit Agreement was amended, pursuant to which the maximum loan amount was increased to the lesser of $ 130 million and the Borrowing Base.
 The Goldman Credit Facility is uncommitted and matures on the earlier of (i) the date on which either the Company or lender provide written notice of termination to the other party and (ii) the date that is 30 days prior to the last date on which the Company may issue capital drawdowns to its investors. Under the Goldman Credit Facility, the Company is permitted to borrow up to the lesser of $ 130 million and the Borrowing Base. The "Borrowing Base" is based upon the unfunded capital commitments of certain subscribed investors in the Company that have been approved by Goldman Sachs and meet certain criteria. The advance rate for such investors is currently 90 %. The "Borrowing Base" was $ 130 million at December 31, 2024 and 2023. The Goldman Credit Facility contains certain customary affirmative and negative covenants and events of default. The Goldman Credit Facility bears interest at a rate Term SOFR + 2.82% per annum.
 The weighted average annualized interest cost (excluding amortization of deferred financing costs and other fees) for all borrowings for the years ended December 31, 2024, 2023 and 2022, was 7.97 %, 7.96 %, and 5.08 %, respectively. The average daily debt outstanding for the years ended December 31, 2024, 2023 and 2022, was $ 93.4 million, $ 69.4 million, and $ 53.49 million, respectively. The maximum debt outstanding for the years ended December 31, 2024, 2023 and 2022, was $ 111.1 million, $ 101.5 million, and $ 122 million, respectively.
 The following table represents borrowings as of December 31, 2024:

 Total Aggregate Borrowing Capacity

 Total Principal Outstanding

 Less Deferred Financing Costs

 Amount per Statements of Assets and Liabilities

 $

 $

 111,100

 $

 $

 111,082

 Total

 $

 $

 111,100

 $

 $

 111,082

 The following table represents interest and debt fees for the year ended December 31, 2024:

 Interest Rate(2)

 Interest Expense

 Deferred Financing Costs (1)

 Other Fees (1)

 SOFR + 2.82%

 $

 7,568

 $

 $

 Total

 $

 7,568

 $

 $

 (1) Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations.

 (2) As of December 31, 2024, the 1-month SOFR rate was 4.33%.

 The following table represents borrowings as of December 31, 2023:

 Total Aggregate Borrowing Capacity

 Total Principal Outstanding

 Less Deferred Financing Costs

 Amount per Statements of Assets and Liabilities

 $

 $

 100,800

 $

 $

 100,750

 Total

 $

 $

 100,800

 $

 $

 100,750

 The following table represents interest and debt fees for the year ended December 31, 2023:

 Interest Rate(2)

 Interest Expense

 Deferred Financing Costs (1)

 Other Fees (1)

 SOFR + 2.82%

 $

 5,569

 $

 $

 Total

 $

 5,569

 $

 $

 (1) Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations.

 (2) As of December 31, 2023, the 1-month SOFR rate was 5.35%.

 The following table represents interest and debt fees for the year ended December 31, 2022:

 Interest Rate(2)

 Interest Expense

 Deferred Financing Costs (1)

 Other Fees (1)

 SOFR + 2.82%

 $

 2,699

 $

 $

 Total

 $

 2,699

 $

 $

 (1) Amortization of deferred financing costs and other fees are included in interest expense on the Consolidated Statements of Operations.

 (2) As of December 31, 2022, the 1-month SOFR rate was 4.36%.

 At December 31, 2024 and 2023, the carrying amount of the Company's secured borrowings on the Goldman Sachs Credit Facility approximated their fair value in accordance with ASC 820. As of December 31, 2024 and 2023, the fair value of the Company's borrowings are deemed to be a Level 3 measurement, as defined in Note 3—Fair Value of Financial Instruments.

 Note 7—Commitments and Contingencies
 Commitments
 In the ordinary course of business, the Company may enter into future funding commitments. As of December 31, 2024 and 2023, the Company had unfunded commitments on delayed draw term loans and revolving credit lines of $ 48.7 million and $ 58.4 million, respectively. The Company maintains sufficient cash on hand, unfunded Capital Commitments, and available borrowings from the Goldman Credit Facility to fund such unfunded commitments.
 As of December 31, 2024, the Company's unfunded commitments consisted of the following:

 Portfolio Company Name

 Investment Type

 Commitment Type

 Unfunded Commitments

 190 Octane Financing, LLC

 $

 ACT Acquisition Intermediate Holdco, LLC

 Allbridge, LLC

 Allbridge, LLC

 Atlas US Buyer, LLC

 Batteries Plus Holding Corporation

 2,158

 Billhighway, LLC

 Portfolio Company Name

 Investment Type

 Commitment Type

 Unfunded Commitments

 Billhighway, LLC

 Cardiology Management Holdings, LLC

 4,732

 CAS Acquisition, LLC

 1,167

 Checked Up, Inc

 1,131

 CTM Group, Inc.

 Discovery SL Management, LLC

 1,814

 Discovery SL Management, LLC

 Drive Assurance Corporation

 Engineered Films Acquisition Inc.

 2,111

 EPS Operations, LLC

 1,774

 Fiesta Holdings, LLC

 Firebirds Buyer, LLC

 Firebirds Buyer, LLC

 Hasa Acquisition, LLC

 1,616

 Hasa Acquisition, LLC

 1,553

 Hornblower Sub LLC

 Kemper Sports Management, LLC

 1,676

 Military Retail Solutions, LLC

 Military Retail Solutions, LLC

 1,835

 Mollie Funding II, LLC

 Mollie Funding II, LLC

 Narcote, LLC

 1,360

 Oak Dental Partners

 2,066

 Oak Dental Partners

 OAO Acquisitions, Inc.

 OmniMax International, LLC

 Pansophic Learning US, LLC

 PDDS Holdco, Inc.

 1,038

 PJW Ultimate Holdings, LLC

 Restaurant Holding Company, LLC

 2,136

 Rushmore Intermediate II, LLC

 1,344

 Senior Support Holdings (Franchise) Acquisition, Inc.

 1,839

 Spartan CP, LLC

 1,159

 Spartan CP, LLC

 Total Fleet Buyer, LLC

 1,390

 VardimanBlack Holdings, LLC

 Vecta Holdings, LLC

 West Creek Financial SPV - Debt Facility VI, LLC

 West Creek Financial SPV - Debt Facility VI, LLC

 Total

 $

 48,707

 As of December 31, 2023, the Company's unfunded commitments consisted of the following:

 Portfolio Company Name

 Investment Type

 Commitment Type

 Unfunded
Commitments

 190 Octane Financing

 $

 ACT Acquisition

 1,703

 ACT Acquisition

 Aurora Solutions LLC

 Batteries Plus Holding Corporation

 2,158

 BKH

 2,136

 Cardiovascular Logistics

 4,733

 CreditAssociates, LLC

 1,167

 Checked Up

 1,753

 Checked Up

 Educators Publishing Service

 1,774

 Fiesta Holdings

 Firebirds

 1,382

 Firebirds

 Hasa

 1,616

 Hasa

 1,367

 Kemper Sports Management

 Kemper Sports Management

 1,676

 MerchantWise Solutions, LLC

 MerchantWise Solutions, LLC

 1,311

 Mollie Funding II LLC

 Mollie Funding II LLC

 Narcote, LLC

 National Debt Relief

 2,189

 Nuspire, LLC

 Oak Dental

 7,334

 Oak Dental

 OAO Acquisitions

 1,317

 OAO Acquisitions

 2,056

 PJW Ultimate Holdings LLC

 1,647

 Planet DDS

 Raven Engineered Films, Inc.

 3,770

 Rushmore Intermediate

 Rushmore Intermediate

 1,344

 Vecta Environmental Services

 2,473

 Vecta Environmental Services

 Venu+

 West Creek Financial SPV

 1,203

 Wilnat, Inc.

 1,235

 Total

 $

 58,395

 The unrealized appreciation or depreciation associated with unfunded portfolio company commitments is recorded in the consolidated financial statements and reflected as an adjustment to the valuation of the related security in the Consolidated Schedule of Investments as of December 31, 2024 and 2023. The par amount of the unfunded portfolio company commitments is not recognized by the Company until the commitment is funded.
 The Company's investment portfolio may contain debt investments which are in the form of lines of credit or delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with underlying loan agreements. In instances where the underlying company experiences material adverse effects that would impact the financial condition or business outlook of the company, there is relief to the Company from funding obligations for previously made commitments. Unfunded portfolio company commitments may expire without being drawn upon, and therefore, do not necessarily represent future cash requirements or future earning assets for the Company. The Company believes that it maintains sufficient liquidity in the form of cash, financing capacity and unfunded capital commitments ("Capital Commitments") from its investors to cover any outstanding unfunded portfolio company commitments it may be required to fund.

 Litigation and Regulatory Matters
 In the ordinary course of its business, the Company, its wholly-owned direct subsidiaries, the Investment Adviser and the Administrator may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company, Investment Adviser and Administrator at this time.
 Indemnifications
 In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management believes that the likelihood of a material such event is remote.

 Note 8—Capital
 Investor Commitments
 As of December 31, 2024, the Company had $ 656.6 million, in Capital Commitments, of which $ 186.6 million, were unfunded. As of December 31, 2023, the Company had $ 656.6 million, in Capital Commitments, of which $ 186.6 million, were unfunded.
 Capital Drawdowns
 There were no shares issued related to capital drawdowns for the year ended December 31, 2024.
 The following table summarizes the total shares issued and net proceeds (in thousands) through the DRIP for the year ended December 31, 2024:

 13,657

 $

 13,139

 15,796

 15,150

 2,722

 2,596

 2,635

 2,477

 34,810

 $

 The following table summarizes the total shares issued and net proceeds related to capital drawdowns for the year ended December 31, 2023:

 February 24, 2023

 87,145

 $

 85,000

 June 21, 2023

 30,797

 30,000

 117,942

 $

 115,000

 The following table summarizes the total shares issued and net proceeds (in thousands) through the DRIP for the year ended December 31, 2023:

 10,772

 $

 10,507

 12,482

 12,158

 13,136

 12,873

 19,402

 19,010

 55,792

 $

 The following table summarizes the total shares issued and proceeds related to capital drawdowns for the year ended December 31, 2022:

 May 6, 2022

 59,892

 $

 60,000

 August 6, 2022

 25,062

 25,000

 October 19, 2022

 30,151

 30,000

 December 20, 2022

 100,506

 100,000

 215,611

 $

 The following table summarizes the total shares issued and net proceeds (in thousands) through the DRIP for the year ended December 31, 2022:

 March 29, 2022

 1,694

 $

 1,687

 June 28, 2022

 2,826

 2,831

 September 28, 2022

 4,152

 4,142

 December 28, 2022

 8,802

 8,758

 17,474

 $

 As of December 31, 2024 and 2023, 5,827 and 5,479, respectively, of the Company's common shares were owned by Comvest Group Holdings SPV II LLC, a wholly owned subsidiary of an affiliate of Comvest Partners.
 Distributions and Dividends
 Distributions declared for the years ended December 31, 2024, 2023 and 2022, totaled approximately $ 62.1 million, $ 54.5 million, and $ 17.4 million, respectively.
 The following table reflects distributions, including dividends and returns of capital, if any, per share that have been declared by the Company's Board for the fiscal year ended December 31, 2024:

 Fiscal Year 2024

 $

 24.00

 $

 27.00

 $

 30.00

 $

 28.50

 The following table reflects distributions, including dividends and returns of capital, if any, per share that have been declared by the Company's Board for the fiscal year ended December 31, 2023:

 Fiscal Year 2023

 $

 22.80

 $

 24.20

 September 27, 2023

 $

 25.00

 December 27, 2023

 $

 36.00

 The following table reflects distributions, including dividends and returns of capital, if any, per share that have been declared by the Company's Board for the fiscal year ended December 31, 2022:

 Fiscal Year 2022

 March 28, 2022

 March 28, 2022

 March 29, 2022

 $

 12.00

 June 27, 2022

 June 27, 2022

 June 28, 2022

 $

 14.00

 September 27, 2022

 September 27, 2022

 September 28, 2022

 $

 18.00

 December 27, 2022

 December 27, 2022

 December 28, 2022

 $

 24.00

 Distributions to the Company's stockholders are recorded on the record date as set by the Company's Board. The Company intends to make distributions to its stockholders that will be sufficient to enable the Company to qualify and maintain its status as a

 RIC. The Company intends to distribute approximately all of its net investment income on a quarterly basis and substantially all of its taxable income on an annual basis, except that the Company may retain certain net capital gains for reinvestment.
 The Company has adopted a dividend reinvestment plan ("DRIP") that provides for reinvestment of any distributions declared on behalf of its stockholders, unless a stockholder elects to receive cash.
 The Company applies the following in implementing the DRIP. The Company shall use only newly-issued shares of its common stock to implement the DRIP. The number of shares to be issued to a stockholder that has not elected to have its distributions in cash shall be determined by dividing the total dollar amount of the distribution payable to such participant by the net asset value per share as of the last day of the Company's fiscal quarter immediately preceding the date such distribution was declared (the "Reference NAV"); provided that in the event a distribution is declared on the last day of a fiscal quarter, the Reference NAV shall be deemed to be the net asset value per share as of such day.

 Note 9—Net Assets
 The following table reflects the net assets activity for the year ended December 31, 2024:

 Shares

 Shares - par

 Additional paid in capital

 Total distributable earnings (loss)

 Total net assets

 Balance as of December 31, 2023

 547,439

 $

 $

 536,354

 $

 ( 9,697

)

 $

 Reinvestment of distributions (1)

 34,810

 —

 —

 Distributions to stockholders

 —

 —

 —

 ( 62,114

)

 ( 62,114

)

 —

 —

 —

 Net realized gain (loss) from investment transactions

 —

 —

 —

)

)

 Net change in unrealized gain (loss) on investments

 —

 —

 —

)

)

 Tax reclassification of stockholders' equity (See Note 12)

 —

 —

 ( 21

)

 —

 Balance as of December 31, 2024

 582,249

 $

 $

 569,695

 $

 ( 25,927

)

 $

 (1) Par value is less than $1.

 The following table reflects the net assets activity for the year ended December 31, 2023:

 Shares

 Shares - par

 Additional paid in capital

 Total distributable earnings (loss)

 Total net assets

 Balance as of December 31, 2022

 373,705

 $

 —

 $

 372,367

 $

 ( 7,859

)

 $

 Issuance of Shares, net of issuance costs

 117,942

 115,000

 —

 115,001

 Reinvestment of distributions (1)

 55,792

 —

 —

 Distributions to stockholders

 —

 —

 —

 ( 54,548

)

 ( 54,548

)

 —

 —

 —

 Net realized gain (loss) from investment transactions

 —

 —

 —

)

)

 Net change in unrealized gain (loss) on investments

 —

 —

 —

)

)

 Tax reclassification of stockholders' equity (See Note 12)

 ( 5,561

)

 5,561

 —

 Balance as of December 31, 2023

 547,439

 $

 $

 536,354

 $

 ( 9,697

)

 $

 (1) Par value is less than $1.

 The following table reflects the net assets activity for the year ended December 31, 2022:

 Shares

 Shares - par

 Additional paid in capital

 Total distributable earnings (loss)

 Total net assets

 Balance as of December 31, 2021

 140,620

 $

 —

 $

 139,949

 $

 $

 140,094

 Issuance of Shares, net of issuance costs

 215,611

 —

 —

 Reinvestment of distributions (1)

 17,474

 —

 —

 Distributions to stockholders

 —

 —

 —

 ( 17,418

)

 ( 17,418

)

 —

 —

 —

 Net realized gain (loss) from investment transactions

 —

 —

 —

 Net change in unrealized gain (loss) on investments

 —

 —

 —

)

)

 Balance as of December 31, 2022

 373,705

 $

 —

 $

 372,367

 $

 ( 7,859

)

 $

 (1) Par value is less than $1.

 Note 10—Earnings Per Share
 Basic earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Other potentially dilutive shares, and the related impact to earnings, are considered when calculating earnings per share on a diluted basis. As of December 31, 2024 and 2023, there are no dilutive securities. The following information sets forth the computation of the weighted average basic and diluted net change in net assets per share resulting from operations for the years ended December 31, 2024, 2023 and 2022.

 2024

 2023

 2022

 Net increase (decrease) in net assets resulting from operations

 $

 $

 $

 9,414

 Weighted average Shares outstanding - basic and diluted

 566,649

 482,587

 203,688

 Earnings (loss) per share of Shares - basic and diluted

 $

 80.94

 $

 97.70

 $

 46.22

 Note 11—Financial Highlights
 The following is a schedule of financial highlights for the years ended December 31, 2024, 2023 and 2022 and for the period from January 15, 2021 (Inception Date) through December 31, 2021:

 For the Period from January 15, 2021 (Inception Date) through

 December 31,

 2024

 2023

 2022

 2021

 Per Share Operating Performance

 Net Asset Value, Beginning of Period

 $

 962.04

 $

 975.39

 $

 996.26

 $

 1,000.00

 Results of Operations: (1)

 Net Investment Income (Loss)

 108.83

 109.91

 85.40

 2.94

 Net Realized and Unrealized Gain (Loss) on Investments

 ( 27.46

)

 ( 15.26

)

 ( 38.27

)

 4.82

 Net Increase (Decrease) in Net Assets Resulting from Operations

 81.37

 94.65

 47.13

 7.76

 Distributions to Stockholders

 Distributions from Net Investment Income

 ( 109.50

)

 ( 105.29

)

 ( 68.00

)

 ( 11.50

)

 Distributions from Return of Capital

 —

 ( 2.71

)

 —

 —

 Net Decrease in Net Assets Resulting from Distributions

 ( 109.50

)

 ( 108.00

)

 ( 68.00

)

 ( 11.50

)

 Net Asset Value, End of Period

 $

 933.91

 $

 962.04

 $

 975.39

 $

 996.26

 Shares Outstanding, End of Period

 582,249

 547,439

 373,705

 140,620

 Total Return(3)

 8.72

 %

 9.98

 %

 4.75

 %

 0.76

 %

 Net assets, end of period

 $

 $

 $

 $

 140,094

 Ratio/Supplemental Data

 Weighted-average shares outstanding

 566,649

 482,587

 203,688

 33,958

 Ratio of net investment income (loss) to average net assets without waiver(2)

 11.40

 %

 11.23

 %

 8.50

 %

 ( 0.04

)%

 Ratio of net investment income (loss) to average net assets with waiver(2)

 11.40

 %

 11.24

 %

 8.56

 %

 0.36

 %

 Ratio of total expenses to average net assets without waiver(2)(5)

 3.33

 %

 3.20

 %

 3.51

 %

 5.30

 %

 Ratio of total expenses to average net assets with waiver(2)(5)

 3.33

 %

 3.19

 %

 3.45

 %

 4.90

 %

 Asset coverage ratio (6)

 %

 %

 N/A

 %

 Portfolio turnover rate (4)

 15.64

 %

 7.29

 %

 7.65

 %

 4.00

 %

 (1) The per common share data was derived by using weighted average shares outstanding.

 (2) Ratios, excluding nonrecurring expenses, such as organization and offering costs, are annualized.

 (3) Total return is calculated assuming a purchase of shares of common stock at the current net asset value on the first day and a sale at the current net asset value on the last day of the period reported.

 (4) Portfolio turnover rate is calculated using the lesser of year-to-date purchases or sales over the average of the invested assets at fair value. Portfolio turnover rate is not annualized.

 (5) Ratio of total expenses to average net assets is calculated using total operating expenses over average net assets.

 (6) Asset coverage ratio is presented as of December 31, 2024, 2023 and 2021. No debt was outstanding as of December 31, 2022.

 Note 12—Federal Income Tax Matters
 The Company has elected to be treated as a RIC under Subchapter M of the Code. As a result, the Company must distribute substantially all of its net taxable income each tax year as dividends to its stockholders. Accordingly, no provision for federal income tax has been made in the financial statements.

 Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S. federal tax regulations, which may differ from amounts determined in accordance with GAAP and those differences could be material. These book-to-tax differences are either temporary or permanent in nature. Reclassifications due to permanent book-tax differences have no impact on net assets.
 Permanent differences for financial reporting purposes related to the tax treatment of partnership adjustments, investments in wholly-owned subsidiaries and dividend reclassification. The following permanent differences were reclassified among the components of net assets for the years ended December 31, 2024, 2023 and 2022:

 2024

 2023

 2022

 Increase/ (decrease) in Paid in Capital in Excess of Par

 $

 ( 21

)

 $

 ( 5,561

)

 $

 —

 Increase/ (decrease) in Distributable Earnings (Losses)

 5,561

 —

 Taxable income generally differs from net increase (decrease) in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses and generally excludes unrealized gain (loss) on investment transactions as investment gains and losses are not included in taxable income until they are realized.
 The tax character of distributions paid during the years ended December 31, 2024, 2023 and 2022 were as follows:

 2024

 2023

 2022

 Ordinary Income

 $

 62,114

 $

 53,213

 $

 Long-Term Capital Gains

 —

 —

 —

 Return of Capital

 —

 1,335

 —

 The tax basis components of distributable earnings/(accumulated losses) and reconciliation to accumulated earnings/(deficit) on a book basis as of December 31, 2024 and 2023 were as follows:

 2024

 2023

 Undistributed ordinary income—tax basis

 $

 $

 —

 Undistributed realized gains—tax basis

 —

 Net unrealized gain (loss) on investments

 ( 25,303

)

 ( 9,315

)

 Other temporary differences

 ( 1,415

)

 ( 382

)

 Total accumulated earnings (loss)—book basis

 $

 ( 25,927

)

 $

 ( 9,697

)

 Capital losses in excess of capital gains earned in a tax year may generally be carried forward and used to offset capital gains, subject to certain limitations. Capital losses incurred by the Company are not subject to expiration and retain their character as either short-term or long-term capital losses. As of December 31, 2024 and 2023, the Company does not have a capital loss carryforward.
 Management has analyzed the Company's tax positions taken on federal income tax returns for all open years (fiscal years 2021, 2022, 2023, and 2024) and has concluded that no provision for uncertain income tax positions is required in the Company's financial statements.
 Excise Tax—Depending on the level of taxable income earned in a tax year, the Company may choose to carry forward taxable income in excess of current year dividend distributions into the next tax year and pay a 4.0 % nondeductible U.S. federal excise tax on such income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions for excise tax purposes, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned.
 For tax purposes, the Company may elect to defer any portion of a post-October capital loss or late-year ordinary loss to the first day of the following fiscal year. As of December 31, 2024 and 2023, the Company did no t elect to defer any post-October capital losses or late-year ordinary loss.
 As of December 31, 2024, the Federal tax cost of investments was $ 674,371 resulting in estimated gross unrealized gains and losses of $ 10,132 and $ 35,435, respectively. As of December 31, 2023, the Federal tax cost of investments was $ 663,069 resulting in estimated gross unrealized gains and losses of $ 10,132 and $ 14,155, respectively.

 Note 13—Subsequent Events

 The Company has evaluated subsequent events through the filing of this Form 10-K and has determined that there have been no subsequent events that require recognition or disclosure in these consolidated financial statements.

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 None.
 Item 9A. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
 As of December 31, 2024 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.
 (b) Report of Management on Internal Control Over Financial Reporting
 Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
 Management performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based upon the criteria in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management's assessment, management determined that our internal control over financial reporting was effective as of December 31, 2024.
 Due to the Company's status as an "emerging growth company" under the JOBS Act, the Company was not required to obtain an attestation report from the Company's independent registered public accounting firm on the Company's internal control over financial reporting as of December 31, 2024.
 Changes in Internal Control Over Financial Reporting
 Management has not identified any change in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 Item 9B. Other Information
 During the fiscal quarter ended December 31, 2024, no ne of the Directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 105b5-1(c) or any non-Rule 10b5-1 trading agreement.
 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 Not Applicable.

 Item 10. Directors, Executive Officers and Corporate Governance
 The business and affairs of the Company are managed under the direction and oversight of the Board. The Board consists of four members, three of whom are Independent Directors. The Board appoints the officers, who serve at the discretion of the Board. The responsibilities of the Board include oversight of the quarterly valuation of the Company's assets, corporate governance activities, oversight of the Company's financing arrangements and oversight of the Company's investment activities.
 The Board is responsible for the oversight of the Company's investment, operational and risk management activities. The Board reviews risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Investment Adviser as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board's risk oversight function is to ensure that the risks associated with the Company's investment activities are accurately identified, thoroughly investigated and responsibly addressed. Stockholders should note, however, that the Board's oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Company's investments.
 Directors
 Information regarding our Board is set forth below. The directors have been divided into two groups—Independent Directors and Interested Directors. Interested Directors are "interested persons" of the Company as defined in Section 2(a)(19) of the 1940 Act.

 Name

 Age

 Position(s)

 Director
Since

 Independent Directors

 David G. Lambert

 Director, Chair of the Audit Committee

 2024

 Timothy Moran

 Director, Chair of the Nominating & Governance Committee

 2021

 Morris D. Weiss

 Director, Chair of the Valuation Committee

 2021

 Interested Director

 Director, Chairman of the Board and Chief Executive Officer

 2021

 The address for each director is c/o Commonwealth Credit Partners BDC I, Inc., 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, FL, 33401.
 Executive Officers Who Are Not Directors
 Information regarding each of our executive officers who is not a director is as follows:

 Name

 Age

 Position(s)

 Cecilio M. Rodriguez

 Chief Financial Officer

 Jason Gelberd

 Co-Chief Investment Officer

 Greg Reynolds

 Co-Chief Investment Officer

 Michael Altschuler

 Secretary

 The address for each executive officer is c/o Commonwealth Credit Partners BDC I, Inc., 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, FL, 33401.
 Biographical Information
 Directors
 Each of our directors has demonstrated high character and integrity, superior credentials and recognition in his respective field and the relevant expertise and experience upon which to be able to offer advice and guidance to our management. Each of our directors also has sufficient time available to devote to our affairs, is able to work with the other members of the Board and contribute to our success and can represent the long-term interests of our Stockholders as a whole. We have selected our current directors to provide a range of backgrounds and experience to our Board. Set forth below is biographical information for each director, including a discussion of the director's particular experience, qualifications, attributes or skills that led us to conclude, as of the date of this Annual Report, that the individual should serve as a director, in light of our business and structure.

 Independent Directors
 David G. Lambert. David Lambert is a Director of the Company. Mr. Lambert has spent his entire career involved in the global financial markets. He is a former partner of Goldman Sachs and Co and currently serves on the Board of Trustees for the Palm Beach Florida employees retirement fund and AMG Comvest Senior Lending Fund. In addition, Mr. Lambert assists in providing financial and investment oversight to several non-profit entities as part of his philanthropic endeavors. Mr. Lambert graduated from Dickinson College with a BA in Psychology and later earned an MBA from the University of Chicago in Finance.
 Timothy Moran. Timothy Moran is a director and Chair of the Nominating & Governance Committee of the Company. He was the President and CEO of Apple Sports Inc./Dorson Sports, Inc. from 1988-2011. The company manufactured and distributed sports products throughout the United States under various brand names. Mr. Moran also served as the President and CEO of Moran, Inc. from 2004 to 2011, which manufactured and distributed consumer products under the Rubbermaid name as well as private label. Tim Moran is co-founder of The Palm Beach Police Foundation, and is the President and member of the board of The Palm Beach Police and Fire Foundation.
 Morris D. Weiss. Morris Weiss is a director and Chair of the Valuation Committee of the Company. He is also a partner and shareholder with the law firm of Kane Russell Coleman Logan, PC, in Austin, Texas. Mr. Weiss has practiced law with several national law firms where he specialized in commercial restructuring matters. Mr. Weiss has also served as in-house counsel at public and private companies. Mr. Weiss has also served in various fiduciary capacities for public and private companies including on Boards of Directors and Special Committees, as Chief Restructuring Officer, Chapter 11 Trustee and Post-Confirmation Trustee.
 Interested Director
 Robert O'Sullivan. Robert O'Sullivan is a director, President and Chief Executive Officer of the Company. He is also Chief Executive Officer and is a co-founder of Comvest Credit Partners, the direct lending strategy at Comvest Partners. In addition, Mr. O'Sullivan is also Chief Executive Officer and serves on the Board of AMG Comvest Senior Lending Fund. Robert O'Sullivan serves as a member of the Comvest Partner's Executive Committee and joined Comvest Partners in 2002 having been actively involved in financing and investing in lower middle market companies since 1992 when he joined Comvest's predecessor firm, Commonwealth Associates.
 Mr. O'Sullivan received a B.A. in Geography from London University while attending King's College and the London School of Economics.

 Executive Officers Who Are Not Directors
 Cecilio Rodriguez. Cecilio Rodriguez is Chief Financial Officer of the Company. He is also the Chief Financial Officer of Comvest Partners. Prior to joining Comvest Partners, Mr. Rodriguez served in senior finance roles in banking, healthcare, aviation services, and venture capital. He began his career in the audit department of Deloitte & Touche. Mr. Rodriguez received a Bachelor of Business Administration with a concentration in Accounting from Florida International University.
 Jason Gelberd. Jason Gelberd is Co-Chief Investment Officer of the Company. He is also a Partner and Co-Head of Direct Lending for Comvest Partners and Chief Operating Officer of Comvest Credit Partners. Mr. Gelberd is responsible for portfolio management and operations of Comvest Partners' direct lending strategy in addition to originating, structuring, and managing investments. Earlier in his career, Mr. Gelberd was a Director with Goldman Sachs Specialty Lending Group and was a Vice President at Antares Capital, providing senior and junior capital to private equity sponsor backed middle-market companies. Mr. Gelberd's lending career has also included commercial lending positions at First Source Financial and LaSalle National Bank. Mr. Gelberd received an M.B.A. from DePaul University's Charles Kellstadt School of Business and a B.B.A. in Finance from the University of Iowa.
 Greg Reynolds. Greg Reynolds is Co-Chief Investment Officer of the Company. He is also a Partner and Co-Head of Direct Lending for Comvest Partners and Chief Investment Officer of Comvest Credit Partners. Mr. Reynolds oversees the structuring and underwriting functions of Comvest Partners direct lending strategy in addition to originating, structuring, and managing investments. Earlier in his career, Mr. Reynolds was a Director with Dymas Capital Management and was an Assistant Vice President in Heller Financial's Corporate Finance Group. Mr. Reynolds received an M.B.A. from the University of Chicago and a B.A. from the University of Wisconsin.
 Michael Altschuler. Michael Altschuler is Secretary of the Company. He also serves as General Counsel of Comvest Partners. Prior to joining Comvest Partners, Mr. Altschuler spent five years as the general counsel and corporate secretary for a NYSE listed finance company, was a Director & Counsel at UBS Investment Bank and also practiced as a securities and capital markets attorney with Latham & Watkins LLP. Mr. Altschuler received a J.D. from Columbia Law School, an M.B.A. from the Kellogg School of Management at Northwestern University and a B.A. from the University of Michigan.
 Our Board has adopted a code of ethics that applies to our executive officers, which forms part of our broader compliance policies and procedures. See "Item 1. Business—Compliance Policies and Procedures."
 Audit Committee
 The audit committee operates pursuant to a charter approved by our Board. The charter sets forth the responsibilities of the audit committee. The audit committee is responsible for recommending the selection of, engagement of and discharge of our independent auditors, reviewing the plans, scope and results of the audit engagement with the independent auditors, approving professional services provided by the independent auditors (including compensation therefore), reviewing the independence of the independent auditors and reviewing the adequacy of our internal controls over financial reporting. The members of the audit committee are David G. Lambert, Timothy Moran, and Morris D. Weiss, each of whom is not an interested person of the Company for purposes of the 1940 Act. David G. Lambert serves as the chair of the audit committee, and our Board has determined that David G. Lambert is an "audit committee financial expert" as that term is defined under Item 407 of Regulation S-K, as promulgated under the Exchange Act, and that they meet the current independence and experience requirements of Rule 10A-3 of the Exchange Act.
 Nominating and Corporate Governance Committee
 The nominating and corporate governance committee operates pursuant to a charter approved by our Board. The charter sets forth the responsibilities of the nominating and corporate governance committee. The nominating and corporate governance committee is responsible for determining criteria for service on the Board, identifying, researching and nominating directors for election by our Stockholders, selecting nominees to fill vacancies on our Board or committees of the Board, developing and recommending to the Board a set of corporate governance principles and overseeing the self-evaluation of the Board and its committees and evaluation of our management. The nominating and corporate governance committee considers nominees properly recommended by our Stockholders. The members of the nominating and corporate governance committee are David G. Lambert, Timothy Moran, and Morris D. Weiss, each of whom is not an interested person of the Company for purposes of the 1940 Act. Timothy Moran serves as the chair of the nominating and corporate governance committee.

 Valuation Committee
 The valuation committee operates pursuant to a charter approved by our Board. The charter set forth the responsibilities of the valuation committee. The valuation committee is responsible for making recommendations in accordance with the valuation policies and procedures adopted by our Board, reviewing valuations and any reports of independent valuation firms (which valuations firms, we will be required to retain to value our portfolio investments to the extent that our assets are treated as "plan assets" for purposes of ERISA), confirming that valuations are made in accordance with the valuation policies of our Board and reporting any deficiencies or violations of such valuation policies to our Board on at least a quarterly basis, and reviewing other matters that our Board or the valuation committee deems appropriate. The valuation committee is composed of David G. Lambert, Timothy Moran, and Morris D. Weiss, each of whom is not an interested person of the Company for purposes of the 1940 Act. Morris D. Weiss serves as chair of the valuation committee.
 Code of Ethics
 We and the Investment Adviser have adopted the Code of Ethics and the Investment Adviser's Code of Ethics, each of which establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the Code of Ethics and/or Adviser's Code of Ethics 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 of Ethics' or the Investment Adviser's Code of Ethics' requirements, as applicable. You may read the Code of Ethics on the SEC's website at
 Nomination of Directors
 There have been no material changes to the procedures by which stockholders may recommend nominees to our Board implemented since the filing of Amendment No.1 to our Registration Statement on Form 10.
 Insider Trading Policy
 The Company has adopted an Insider Trading Policy applicable to any director, manager, officer or employee of the Company, the Investment Adviser, or the Administrator, or of any of their affiliates or subsidiaries, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.
 Item 11. Executive Compensation
 Compensation of Executive Officers
 We do not currently have any employees and do not expect to have any employees. Services necessary for our business, including such services provided by our executive officers, will be provided by individuals who are employees of the Investment Adviser, pursuant to the terms of our Investment Advisory Agreement, or through the Administration Agreement. Pursuant to its Resource Sharing Agreement with Comvest Partners, the Investment Adviser will have access to Comvest Partners' team of experienced investment professionals.
 None of our executive officers will receive direct compensation from us. To the extent (i) Benefit Plan Investors hold less than 25% of our Shares, (ii) our Shares are listed on a national securities exchange or (iii) such reimbursements comply with the requirements of an applicable exemption from ERISA's (and the Code's) prohibited transaction rules, we will reimburse the Administrator for expenses incurred by it on our behalf in performing its obligations under the Administration Agreement. Certain of our executive officers, through their ownership interest in or management positions with the Investment Adviser, may be entitled to a portion of any profits earned by the Investment Adviser, which includes any fees payable to the Investment Adviser under the terms of our Investment Advisory Agreement, less expenses incurred by the Investment Adviser in performing its services under our Investment Advisory Agreement.
 The Investment Adviser may pay additional salaries, bonuses, and individual performance awards and/or individual performance bonuses to our executive officers in addition to their ownership interest.

 Compensation of Directors
 The following table sets forth compensation of our directors for the year ended December 31, 2024.

 Name

 Fees Earned or
Paid in Cash

 All Other Compensation(2)

 Total

 Interested Directors(1)

 $

 —

 $

 —

 $

 —

 Independent Directors

 Grainne M. Coen(3)

 $

 7,344

 $

 —

 $

 7,344

 David G. Lambert(4)

 $

 22,031

 $

 —

 $

 22,031

 Timothy Moran

 $

 27,750

 $

 —

 $

 27,750

 Morris D. Weiss

 $

 28,750

 $

 1,282

 $

 30,032

 (1) No compensation will be paid to directors who are "interested persons," as that term is defined in the 1940 Act.

 (2) We do not maintain a stock or option plan, non-equity incentive plan or pension plan for our directors.

 (3) Ms. Coen resigned as a director of the Board on April 10, 2024.

 (4) On April 10, 2024, Mr. Lambert was appointed as an independent director of the Board, effective April 10, 2024.

 Each of our Independent Directors receives an annual retainer fee of $25,000, payable quarterly. In addition, each of our Independent Directors will receive a fee of $625 for each regularly scheduled quarterly Board meeting that they participate in and $250 for each special Board meeting that they participate in. Independent Directors will also be reimbursed for all reasonable out-of-pocket expenses incurred in connection with participating in each Board meeting.
 With respect to each audit committee meeting not held concurrently with a Board meeting, Independent Directors will be reimbursed for all reasonable out-of-pocket expenses incurred in connection with participating in such audit committee meeting. In addition, the chairman of the audit committee will receive an annual retainer of $1,875, while the chairman of the nominating and corporate governance committee and the chairman of the valuation committee will receive annual retainers of $250 and $1,250 respectively.
 The Company did not grant awards of stock options, stock appreciation rights or similar option-like instruments during the fiscal year ended December 31, 2024. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 The following table sets forth, as of March 12, 2025, information with respect to the beneficial ownership of our Shares by:
 • each person known to us to be expected to beneficially own more than 5% of the outstanding shares;

 • each of our Trustees and each executive officer; and

 • all of our Trustees and executive officers as a group.

 Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There are no shares subject to options that are currently exercisable or exercisable within 60 days of the offering.

 Name

 Type of
Ownership

 Number of
Shares
Owned

 Interested Director(1)

 —

 —

 —

 %

 Independent Directors(1)

 David G. Lambert

 —

 —

 —

 %

 Timothy Moran

 —

 —

 —

 %

 Morris D. Weiss

 —

 —

 —

 %

 Executive Officers Who Are Not Directors(1)

 Cecilio M. Rodriguez

 —

 —

 —

 %

 Jason Gelberd

 —

 —

 —

 %

 Greg Reynolds

 —

 —

 —

 %

 Michael Altschuler

 —

 —

 —

 %

 All Directors and Executive Officers as a Group
 (8 persons)

 —

 —

 %

 Other

 UAW Retiree Medical Benefits Trust (solely for the benefit
 of the GM Separate Retiree Account)(1)

 Record

 288,787.5

 49.6

 %

 UAW Retiree Medical Benefits Trust (solely for the benefit
 of the Ford Separate Retiree Account)(2)

 Record

 175,232.4

 30.1

 %

 UAW Retiree Medical Benefits Trust (solely for the benefit
 of the Chrysler Separate Retiree Account)(3)

 Record

 112,402.3

 19.3

 %

 (1) The address for all of the Company's executive officers and Directors is c/o Commonwealth Credit Partners BDC I, Inc., 360 S. Rosemary Avenue, Suite 1700, West Palm Beach, FL, 33401.

 (2) The address for UAW Retiree Medical Benefits Trust (solely for the benefit of the GM Separate Retiree Account) is 1155 Brewery Park Blvd., Detroit, Michigan 48207.

 (3) The address for UAW Retiree Medical Benefits Trust (solely for the benefit of the Ford Separate Retiree Account) is 1155 Brewery Park Blvd., Detroit, Michigan 48207.

 (4) The address for UAW Retiree Medical Benefits Trust (solely for the benefit of the Chrysler Separate Retiree Account) is 1155 Brewery Park Blvd., Detroit, Michigan 48207.

 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Transactions with Related Persons; Review, Approval or Ratification of Transaction with Related Persons
 Investment Advisory Agreement; Administration Agreement
 Investment Advisory Agreement
 The Company entered into the Investment Advisory Agreement with the Investment Adviser in which the Investment Adviser, subject to the overall supervision of the Company's Board of Directors ("the Board"), manages the day-to-day operations of, and provides investment advisory services to the Company.
 Pursuant to the Investment Advisory Agreement with the Investment Adviser, the Company pays the Investment Adviser a fee for its services consisting of an annual base management fee ("Management Fee") and an incentive management fee (the "Incentive Fee"), each payable quarterly.
 Administration Agreement
 We have entered into an administration agreement (the "Administration Agreement") with Commonwealth Credit Advisors LLC, a Delaware limited liability company (in such capacity, the "Administrator"), under which the Administrator provides administrative services for us, including arranging office facilities for us and providing office equipment and clerical, bookkeeping and recordkeeping services at such facilities. Under the Administration Agreement, the Administrator also performs, or oversees the performance of, our required administrative services, which includes being responsible for the financial records which we are required

 to maintain and preparing reports to our stockholders and reports filed with the SEC and providing the services of our chief financial officer, chief compliance officer and their respective staffs. In addition, the Administrator will assist us in determining and publishing our net asset value, overseeing the preparation and filing of tax returns and the printing and dissemination of reports to our Stockholders, and generally overseeing the payment of our expenses and the performance of administrative and professional services rendered to us by others. The Administrator may also provide on our behalf managerial assistance to our portfolio companies.
 The Administrator has hired a third party sub-administrator to assist with the provision of administration services.
 Trademark License Agreement
 The Company has entered into a royalty-free Trademark License Agreement with Commonwealth Credit Advisors LLC, pursuant to which Commonwealth Credit Advisors LLC has agreed to grant the Company a non-exclusive, royalty-free license to use the name "Commonwealth." Under this Trademark License Agreement, subject to certain conditions, the Company has a right to use the Commonwealth name for so long as the Investment Adviser or one of its affiliates remains the Company's investment adviser. Other than with respect to this limited license, the Company has no legal right to the Commonwealth name.
 Co-Investment Opportunities
 The Investment Adviser and its affiliates may also manage other accounts in the future that may have investment mandates that are similar, in whole and in part, to our investment mandates. The Investment Adviser and its affiliates may determine that an investment is appropriate for us and for one or more of those other accounts. In such event, depending on the availability of such investment and other appropriate factors, the Investment Adviser or its affiliates may determine that we should invest side-by-side with one or more other accounts. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with the Investment Adviser's allocation procedures.
 It is the policy of the Investment Adviser to allocate investment opportunities to us and to any other accounts on a fair and equitable basis, to the extent practicable and in accordance with our or other accounts' applicable investment strategies, over a period of time, in each case, in accordance with the Investment Adviser's allocation policy.
 In respect of certain investments where terms other than price are subject to negotiation, we are only able to co-invest with other accounts in accordance with the terms of the exemptive order issued by the SEC on August 2, 2021 (the "Order"), which requires among other things the consent of the Board and the board of any other BDC participating in the transaction.
 In particular, we will only be able to participate in co-investment opportunities where in accordance with the terms of the Exemptive Order granted by the SEC or where the only term being negotiated is price. Similarly, we will be restricted in our ability to dispose of certain investments in Portfolio Companies. As a result, we may be forced to forgo certain investment or disposition opportunities that would otherwise be attractive for us to the extent co-investment is not permitted under the 1940 Act.
 Where the terms of the Exemptive Order relief granted by the SEC are met, including consent of the Board and the board of any other BDC participating in the transaction, or in respect of investment opportunities where the only term negotiated is price, we may typically invest alongside other accounts in accordance with the terms of the Investment Adviser's allocation policy.
 The Investment Adviser has no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, the company or other accounts solely because the Investment Adviser or its affiliates purchase or sell the same security for, enters into a transaction on behalf of, or provide an opportunity to, another account or the company if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for us or the other account.
 Potential Conflicts of Interest
 The Company has adopted certain policies and procedures to manage conflicts of interest, including a code of ethics. Additionally, we have delegated our proxy voting responsibility to our Investment Adviser, which has adopted certain proxy voting policies and procedures. Furthermore, because our assets from time to time may be, and presently are, treated as "plan assets" for purposes of ERISA, we have policies and procedures in place to comply with any requirements under ERISA in respect of conflicts of interest.
 Certain Business Relationships
 Certain of our current directors and officers are directors or officers of the Investment Adviser.

 To the extent that the assets of the Company are not treated as "plan assets" for purposes of ERISA, the Company may enter into transactions with portfolio companies, in the Company's ordinary course of business, that may be considered related party transactions. Under such circumstances, in order to ensure that the Company does not engage in any prohibited transactions with any persons affiliated with the Company, the Company has implemented certain policies and procedures whereby the Company's executive officers screen each of the Company's transactions for any possible affiliations between the proposed portfolio investment, the Company, companies controlled by us and our employees and directors. Furthermore, under such circumstances, the Company will not enter into any agreements unless and until the Company is satisfied that doing so will not raise concerns under the 1940 Act or, if such concerns exist, the Company has taken appropriate actions to seek Board review and approval or exemptive relief, as applicable, for such transaction. Our Board reviews these procedures on a quarterly basis.
 We have adopted a Code of Ethics which applies to, among others, our senior officers, including our chief executive officer and chief financial officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our interests. Pursuant to such Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our chief compliance officer.
 Director Independence
 Pursuant to Section 56 of the 1940 Act, a majority of a BDC's board of directors must be comprised of persons who are not "interested persons," as defined in Section 2(a)(19) of the 1940 Act, of the company or any of its affiliates.
 Consistent with these considerations, after review of all relevant transactions and relationships between each director, or any of his or her family members, and us, the Investment Adviser, or of any of their respective affiliates, the Board has determined that Messrs. Lambert, Moran and Weiss qualify as independent directors. Each director who serves on the audit committee is an independent director for purposes of Rule 10A-3 under the Exchange Act.
 Indebtedness of Management
 None.
 Item 14. Principal Accountant Fees and Services
 The audit committee and the independent directors of our Board have selected Ernst & Young LLP to serve as the independent registered public accounting firm for Company for the fiscal year ending December 31, 2024.
 Ernst & Young LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in us or our affiliates.

 As of

 Audit Fees

 $

 466,000

 $

 383,000

 Audit-Related Fees

 —

 —

 Tax Fees

 50,000

 45,000

 All Other Fees

 —

 —

 Total Fees

 $

 516,000

 $

 428,000

 Audit Fees: Audit fees consist of fees billed and accrued for professional services rendered for the audit of our year-end financial statements and reviews of the condensed financial statements filed with the SEC on Forms 10-K and 10-Q.
 Audit-Related Fees: Audit-related services consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees". These services include, among other things, providing comfort letters, consents and review of documents filed with the SEC, as well as attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.
 Tax Services Fees: Tax services fees consist of fees billed and accrued for professional tax services. These services also include assistance regarding federal, state, and local tax compliance.
 All Other Fees: Other fees would include fees for products and services other than the services reported above.

 Pre-Approval Policies
 The audit committee has established a pre-approval policy that describes the permitted audit, audit-related, consulting services and other services to be provided by Ernst & Young LLP, our independent registered public accounting firm. The policy requires that the audit committee pre-approve the audit, non-audit and consulting services performed by the independent auditors in order to assure that the provision of such services does not impair the auditors' independence.
 Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the audit committee for specific pre-approval, irrespective of the amount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the audit committee. However, the audit committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the audit committee at its next scheduled meeting. The audit committee does not delegate its responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

 Item 15. Exhibits and Financial Statement Schedules
 (a) Documents Filed as Part of this Report
 The following financial statements are set forth in Item 8:

 Commonwealth Credit Partners BDC I, Inc.

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 42)

 Consolidated Statements of Assets and Liabilities as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022

 Consolidated Schedule of Investments as of December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 (b) Exhibits
 The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the United States Securities and Exchange Commission:

 Exhibit
Number

 Description

 3.1

 Form of Articles of Amendment and Restatement (1)

 3.2

 Form of Bylaws (1)

 4.1

 Form of Subscription Agreement (1)

 10.1

 Form of Investment Advisory Agreement (1).

 10.2

 Amended and Restated Investment Advisory and Management Agreement dated as of July 1, 2023 by and between the Registrant and Commonwealth Credit Advisors LLC (2)

 10.3

 Form of Administration Agreement (1)

 10.4

 Form of Indemnification Agreement (1)

 10.5

 Form of Custody Agreement by and between the Registrant and U.S. Bank National Association (1)

 10.6

 Form of Transfer Agent Agreement (1)

 10.7

 Form of Trademark License Agreement (1)

 10.8

 Credit Agreement, dated as of August 11, 2021, by and among Commonwealth Credit Partners BDC I, Inc., as borrower, and Goldman Sachs Bank USA, as lender, as the Facility B credit facility as part of the umbrella credit facility first entered into on June 14, 2021 by Goldman Sachs Bank USA and affiliates of Commonwealth Credit Partners BDC I, Inc. (3)

 14.1

 Code of Ethics*

 19.1

 Insider Trading Policy (4)

 21.1

 List of Subsidiaries*

 31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*

 31.2

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended*

 32.1

 Certification of Chief Executive Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)**

 32.2

 Certification of Chief Financial Officer pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)**

 Exhibit
Number

 Description

 (1) Incorporated by reference to the Exhibits accompanying the Company's Report on Form 10-12G/A (File No. 56279), filed on July 6, 2021.

 (2) Incorporated by reference to Exhibit 10.1 accompanying the Company's Report on Form 8-K (File No. 814-01387), filed on July 5, 2023.

 (3) Incorporated by reference to Exhibit 10.1 accompanying the Company's Report on Form 8-K (File No. 814-01387), filed on August 13, 2021.

 (4) Incorporated herein by reference to Exhibit 14.1.

 * Filed herewith
 **Furnished herewith
 Item 16. Form 10-K Summary
 None.

 SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 12, 2025.

 Commonwealth Credit Partners BDC I, Inc.

 By:

 /s/ Robert O'Sullivan

 Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 BY:

 /s/ ROBERT O'SULLIVAN

 Chief Executive Officer and Director and Chairman of the Board of Directors (Principal Executive Officer)

 BY:

 /s/ CECILIO M. RODRIGUEZ

 Chief Financial Officer (Principal Financial and Accounting Officer)

 Cecilio M. Rodriguez

 BY:

 /s/ DAVID G. LAMBERT

 Director

 David G. Lambert

 BY:

 /s/ TIMOTHY MORAN

 Director

 Timothy Moran

 BY:

 /s/ MORRIS D. WEISS

 Director

 Morris D. Weiss