Please wait
Filed pursuant to Rule 424(b)(3)
File No. 333-286873 and 333-268405
TPG TWIN BROOK CAPITAL INCOME FUND
SUPPLEMENT NO. 4 DATED NOVEMBER 12, 2025
TO THE PROSPECTUS DATED APRIL 30, 2025

This prospectus supplement (the “Supplement”) is part of and should be read in conjunction with the prospectus of TPG Twin Brook Capital Income Fund (“we,” “us,” “our,” or the “Fund”), dated April 30, 2025 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.

The purpose of this Supplement is:

to include our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2025

On November 12, 2025, we filed our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.



Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
xQUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 814-01520
TPG Twin Brook Capital Income Fund
(Exact name of registrant as specified in its charter)
Delaware88-6102187
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
245 Park Avenue, 26th Floor, New York, NY
10167
(Address of principal executive offices)(Zip Code)
(Registrant’s telephone number, including area code): (212) 692-2000
________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)
Name of each exchange
on which registered
NoneNoneNone
Securities registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.001 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
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
oAccelerated filero
Non-accelerated filerxSmaller reporting companyo
Emerging growth companyx
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. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
The number of shares of the Registrant’s common shares of beneficial interest (“Common Shares”), $0.001 par value per share, outstanding as of November 10, 2025 was 76,609,143, 10,007,452 and 102,693 of Class I, Class S and Class D Common Shares, respectively. Common Shares outstanding exclude November 3, 2025 subscriptions since the issuance price is not yet finalized at the date of this filing.


Table of Contents


TABLE OF CONTENTS
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)
Consolidated Schedules of Investments as of September 30, 2025 (Unaudited) and December 31, 2024


Table of Contents


PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TPG Twin Brook Capital Income Fund
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
September 30, 2025December 31, 2024
(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments at fair value (amortized cost of $3,821,388 and $3,084,619, respectively)
$3,804,018 $3,080,569 
Non-controlled/affiliated investments at fair value (amortized cost of $85,589 and $74,552, respectively)
96,668 80,654 
Cash and cash equivalents (restricted cash of $68,451 and $71,863, respectively)
152,474 161,064 
Deferred financing costs24,675 27,997 
Interest receivable16,568 12,479 
Unrealized gain on derivative contracts4,098 1,021 
Other assets867 612 
Deferred offering costs475 1,035 
Prepaid expenses391 1,057 
Total assets$4,100,234 $3,366,488 
Liabilities
Debt (Note 5)1,900,691 1,745,999 
Interest payable24,470 33,546 
Dividend payable18,513 14,602 
Income incentive fee payable7,388 5,465 
Management fees payable6,284 4,578 
Accrued expenses and other liabilities payable to affiliate5,315 3,118 
Deferred tax liability2,821 1,575 
Unrealized loss on derivative contracts2,655 14,000 
Deferred income2,361 2,373 
Total liabilities$1,970,498 $1,825,256 
Commitments and contingencies (Note 8)
Net assets
Common shares $0.001 par value, unlimited shares authorized; 84,687,951 and 60,925,719 shares issued and outstanding, respectively
$85 $61 
Additional paid-in-capital2,144,301 1,544,845 
Total distributable earnings (loss)(14,650)(3,674)
Total net assets2,129,736 1,541,232 
Total liabilities and net assets$4,100,234 $3,366,488 
Net asset value per share$25.15 $25.30 

The accompanying notes are an integral part of these consolidated financial statements.
2

Table of Contents


TPG Twin Brook Capital Income Fund
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
September 30, 2025December 31, 2024
(Unaudited)
Net Asset Value per Share
Class I Shares:
Net assets$1,888,984 $1,445,050 
Common shares $0.001 par value, unlimited shares authorized
75,114,570 57,123,580 
Net asset value per share$25.15 $25.30 
Class S Shares:
Net assets$238,105 $94,351 
Common shares $0.001 par value, unlimited shares authorized
9,468,129 3,729,761 
Net asset value per share$25.15 $25.30 
Class D Shares:
Net assets$2,647 $1,831 
Common shares $0.001 par value, unlimited shares authorized
105,252 72,378 
Net asset value per share$25.15 $25.30 
The accompanying notes are an integral part of these consolidated financial statements.
3

Table of Contents


TPG Twin Brook Capital Income Fund
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Investment income
Investment income from non-controlled, non-affiliated investments:
Interest$100,451 $78,485 $280,234 $186,072 
Payment-in-kind interest1,232 478 3,476 1,756 
Other2,061 1,281 4,842 4,897 
Total investment income from non-controlled, non-affiliated investments:103,744 80,244288,552 192,725 
Total investment income103,744 80,244288,552 192,725 
Expenses
Interest$34,939 $28,603 $99,497 $63,730 
Income incentive fees(1)
7,388 5,545 20,192 13,936 
Capital gains incentive fees(1)
(277)115 — 169 
Management fees(1)
6,284 4,150 16,786 10,234 
Other764 772 3,065 1,390 
Professional fees929 858 2,052 1,943 
Offering costs523 326 1,621 1,042 
Administrative fees(1)
248 489 1,078 1,084 
Accounting fees284 139 712 449 
Insurance fees122 144 387 605 
Trustees' fees59 62 175 152 
Distribution and shareholder servicing fees:
Class S470 157 1,101 368 
Class D
Total expenses51,735 41,361 146,670 95,104 
Distribution and shareholder servicing fees waived
Class S(138)(111)(324)(260)
Class D(2)— (4)— 
Net expenses51,595 41,250 146,342 94,844 
Net investment income (loss) before taxes52,149 38,994 142,210 97,881 
Deferred federal tax provision(2)
247 337 1,247 553 
Current federal tax(2)
236 399 34 
Net investment income (loss) after taxes51,666 38,655 140,564 97,294 

The accompanying notes are an integral part of these consolidated financial statements.
4

Table of Contents


TPG Twin Brook Capital Income Fund
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Net realized and change in unrealized gain (loss) on investment transactions
Net realized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments(175)369 (125)599 
Non-controlled, affiliated investments466 514 1,180 549 
Foreign currency forward contracts(36)(9)— 
Net change in unrealized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments(11,252)(441)(13,320)(1,527)
Non-controlled, affiliated investments168 1,790 4,977 2,879 
Interest rate swaps and options(630)(1,387)(304)(1,387)
Foreign currency forward contracts14 (4)(38)33 
Total net realized and change in unrealized gain (loss) on investment transactions(11,445)832 (7,630)1,151 
Net increase (decrease) in net assets resulting from operations$40,221 $39,487 $132,934 $98,445 

(1)Refer to Note 6 - Agreements and Related Party Transactions
(2)Related to the Company’s wholly-owned, consolidated subsidiaries, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., which are treated as corporations for United States federal income tax purposes
The accompanying notes are an integral part of these consolidated financial statements.
5

Table of Contents


TPG Twin Brook Capital Income Fund
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations$132,934 $98,445 
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Net realized (gain) loss on investments(1,055)(1,148)
Net realized (gain) loss on foreign currency forward contracts— (5)
Net change in unrealized (appreciation) depreciation on investments8,343 (1,352)
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts38 (33)
Net change in unrealized (appreciation) depreciation on interest rate swaps and options, inclusive of hedging effects(969)1,387 
Net accretion on debt instruments(13,289)(8,227)
Net paydown gain on debt instruments(3,702)(2,643)
Interest received in-kind(3,476)(1,756)
Purchases and drawdowns of investments(1,169,263)(1,655,667)
Proceeds from sales and paydowns of investments442,979 291,212 
Net settlements on derivative contracts— 
Amortization of deferred financing costs5,281 2,633 
Amortization of deferred offering costs1,621 1,042 
Change in operating assets and liabilities:
(Increase) decrease in interest receivable(4,089)(7,126)
(Increase) decrease in other assets(255)(150)
(Increase) decrease in prepaid expenses666 (494)
Increase (decrease) in interest payable(9,076)7,993 
Increase (decrease) in accrued expenses and other liabilities payable to affiliate2,197 (223)
Increase (decrease) in income incentive fees payable1,923 3,100 
Increase (decrease) in management fees payable1,706 1,821 
Increase (decrease) in deferred tax liability1,246 553 
Increase (decrease) in deferred income(12)486 
Increase (decrease) in capital gains incentive fees payable— (178)
Net cash used in operating activities(606,252)(1,270,325)
Cash flows from financing activities
Dividends paid(104,090)(80,719)
Payments for repurchase of common shares(44,409)(1,457)
Proceeds from issuance of common shares607,980 598,974 
Borrowings on debt1,073,100 1,725,048 
Payments on debt(931,900)(913,100)
Payments for deferred financing costs(1,958)(17,939)
Payments for deferred offering costs(1,061)(1,069)
Net cash provided by financing activities597,662 1,309,738 
Net change in cash(8,590)39,413 
The accompanying notes are an integral part of these consolidated financial statements.
6

Table of Contents


Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Cash and restricted cash
Cash and restricted cash, beginning of period161,064 62,706 
Cash and restricted cash, end of period$152,474 $102,119 
Supplemental and non-cash information
Distributions reinvested$37,530 $19,347 
Cash paid during the period for interest$104,565 $51,640 
Dividends payable$18,513 $13,350 
The following table provides a reconciliation of cash and restricted cash reported within the consolidated statements of assets and liabilities:
Cash$84,023 $63,167 
Restricted cash68,451 38,952 
Total cash and restricted cash$152,474 $102,119 

The accompanying notes are an integral part of these consolidated financial statements.
7

Table of Contents


TPG Twin Brook Capital Income Fund
Consolidated Statements of Changes in Net Assets
(Amounts in thousands, except share amounts)
(Unaudited)
Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Increase (decrease) in net assets resulting from operations
Net investment income (loss)$51,666 $38,655 $140,564 $97,294 
Net realized gain (loss)255 874 1,055 1,153 
Net change in unrealized gain (loss)(11,700)(42)(8,685)(2)
Net increase (decrease) in net assets resulting from operations40,221 39,487 132,934 98,445 
Dividends
Class I(48,140)(36,045)(132,461)(90,763)
Class S(5,499)(2,013)(12,898)(4,660)
Class D(67)(28)(172)(80)
Net increase (decrease) in net assets resulting from dividends(53,706)(38,086)(145,531)(95,503)
Capital share transactions
Class I
Proceeds from shares sold173,583 115,538 467,743 551,935 
Share transfers between classes— — 251 495 
Distributions reinvested11,803 7,572 31,183 16,653 
Repurchased shares, net of early repurchase deduction(6,315)(970)(44,043)(1,457)
Class S
Proceeds from shares sold46,458 12,415 139,191 45,879 
Share transfers between classes— — (175)(105)
Distributions reinvested2,576 1,131 6,294 2,645 
Repurchased shares, net of early repurchase deduction— (174)— 
Class D
Proceeds from shares sold439 390 1,046 1,160 
Share transfers between classes— — (76)(390)
Distributions reinvested21 13 53 49 
Repurchased shares, net of early repurchase deduction— — (192)— 
Net increase (decrease) in net assets resulting from capital share transactions228,566 136,089 601,101 616,864 
Total increase (decreases) in net assets215,081 137,490 588,504 619,806 
Net assets, at beginning of period1,914,655 1,281,167 1,541,232 798,851 
Net assets, at end of period$2,129,736 $1,418,657 $2,129,736 $1,418,657 
The accompanying notes are an integral part of these consolidated financial statements.
8

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
    
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Investments
Non-controlled/non-affiliated senior secured debt
Aerospace and defense
AlphaCoin LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.31%5/6/20257/29/2030$2,610 $(18)$(13)0.00 %
AlphaCoin LLC First lien senior secured delayed draw term loanS + 5.00%9.31%7/29/20247/29/20303,020 2,968 3,006 0.14 %
AlphaCoin LLC (6)First lien senior secured revolving loanS + 5.00%9.31%7/29/20247/29/20304,509 (73)(55)0.00 %
AlphaCoin LLC First lien senior secured term loanS + 5.00%9.31%7/29/20247/29/203018,873 18,546 18,641 0.88 %
AlphaCoin LLC First lien senior secured term loanS + 5.00%9.31%5/6/20257/29/20301,909 1,882 1,886 0.09 %
Mattco Forge, Inc (6)First lien senior secured revolving loanS + 5.00%9.00%12/19/202412/19/20303,691 (48)(42)0.00 %
Mattco Forge, Inc First lien senior secured term loanS + 5.00%9.00%12/19/202412/19/203037,952 37,440 37,503 1.76 %
Third Holdco, LLC (6)First lien senior secured delayed draw term loanS + 4.75%8.91%6/13/20256/13/20313,624 (52)(45)0.00 %
Third Holdco, LLC (6)First lien senior secured revolving loanS + 4.75%8.91%6/13/20256/13/20316,089 (87)(75)0.00 %
Third Holdco, LLC First lien senior secured term loanS + 4.75%8.91%6/13/20256/13/203125,305 24,941 24,989 1.17 %
85,499 85,795 4.04 %
Air freight and logistics
Load One Purchaser Corporation First lien senior secured revolving loanS + 6.25%12.06%6/21/20226/21/2028$3,557 $1,551 $1,550 0.07 %
Load One Purchaser Corporation First lien senior secured term loanS + 6.25%10.88%10/23/20246/21/2028990 972 975 0.05 %
Load One Purchaser Corporation First lien senior secured term loanS + 6.25%10.51%6/21/20226/21/202813,891 13,680 13,693 0.63 %
Zipline Logistics, LLC First lien senior secured revolving loanS +
2.00% + 4.00% PIK
10.28%9/19/20229/19/20271,715 1,284 801 0.04 %
Zipline Logistics, LLC First lien senior secured term loanS +
2.00% + 4.00% PIK
10.28%9/19/20229/19/20276,905 6,797 4,855 0.23 %
24,284 21,874 1.02 %
Auto components
A.P.A. Industries, LLC (6)(9)First lien senior secured revolving loanS + 5.00%9.16%1/10/20231/10/2028$1,523 $(22)$(21)0.00 %
A.P.A. Industries, LLC First lien senior secured term loanS + 5.00%9.16%1/10/20231/10/20288,349 8,215 8,219 0.39 %
AirPro Diagnostics, LLC First lien senior secured delayed draw term loanS + 5.25%9.47%2/21/20252/21/20303,164 0.00 %
AirPro Diagnostics, LLC First lien senior secured revolving loanS + 5.25%9.45%2/21/20252/21/20301,822 219 222 0.01 %
AirPro Diagnostics, LLC First lien senior secured term loanS + 5.25%9.45%2/21/20252/21/20308,499 8,382 8,393 0.39 %
AvCarb, LLC First lien senior secured delayed draw term loanS +
2.00% + 5.00% PIK
11.26%7/28/202311/12/2026251 249 221 0.01 %
AvCarb, LLC First lien senior secured revolving loanS + 7.00%11.34%7/28/202311/12/202638 37 33 0.00 %
AvCarb, LLC First lien senior secured term loanS +
2.00% + 5.00% PIK
11.26%7/28/202311/12/2026536 532 471 0.02 %
Bestop, Inc First lien senior secured delayed draw term loanS + 5.50%9.50%3/29/20243/29/20296,770 1,249 1,262 0.06 %
The accompanying notes are an integral part of these consolidated financial statements.
9

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Bestop, Inc (6)First lien senior secured revolving loanS + 5.50%9.50%3/29/20243/29/20297,081 (107)(94)0.00 %
Bestop, Inc First lien senior secured term loanS + 5.50%9.50%3/29/20243/29/202943,693 42,979 43,115 2.01 %
BSC ASI Buyer, LLC (6)First lien senior secured revolving loanS + 5.00%9.00%12/31/202412/31/20273,661 (27)(23)0.00 %
BSC ASI Buyer, LLC First lien senior secured term loanS + 5.00%9.00%12/31/202412/31/202729,602 29,378 29,418 1.38 %
Certified Collision Group Acquisition Corp (6)First lien senior secured revolving loanS + 5.00%9.00%7/28/20235/17/202719 — — 0.00 %
Certified Collision Group Acquisition Corp First lien senior secured term loanS + 5.00%9.00%7/28/20235/17/20271,095 1,088 1,087 0.05 %
Raneys, LLC First lien senior secured delayed draw term loanS + 5.50%9.66%2/17/20236/7/20274,798 4,748 4,759 0.22 %
Raneys, LLC (6)First lien senior secured revolving loanS + 5.50%9.66%6/7/20226/7/20271,964 (19)(16)0.00 %
Raneys, LLC First lien senior secured term loanS + 5.50%9.66%6/7/20226/7/202713,351 13,213 13,241 0.62 %
110,118 110,296 5.16 %
Building products
US Anchors Group Inc First lien senior secured revolving loanS + 5.00%9.16%7/15/20247/15/2029$4,338 $363 $390 0.02 %
US Anchors Group Inc First lien senior secured term loanS + 5.00%9.00%7/15/20247/15/202920,850 20,491 20,642 0.97 %
20,854 21,032 0.99 %
Chemicals
A. P. Nonweiler Co. Inc (6)First lien senior secured revolving loanS + 4.75%8.75%9/30/20259/30/2030$1,523 $(23)(23)0.00 %
A. P. Nonweiler Co. Inc First lien senior secured term loanS + 4.75%8.75%9/30/20259/30/203013,079 12,883 12,883 0.60 %
AM Buyer, LLC (6)First lien senior secured revolving loanS + 5.50%9.70%3/6/20255/1/2027851 (5)$(4)0.00 %
AM Buyer, LLC First lien senior secured term loanS + 5.50%9.70%3/6/20255/1/20274,302 4,275 4,282 0.20 %
Answer Acquisition, LLC First lien senior secured revolving loanS + 6.00%10.23%7/28/202312/30/2026759 349 350 0.02 %
Answer Acquisition, LLC First lien senior secured term loanS + 6.00%10.26%7/28/202312/30/20261,652 1,646 1,643 0.08 %
Answer Acquisition, LLC First lien senior secured term loanS + 6.00%10.26%1/16/202412/30/2026845 839 840 0.04 %
Answer Acquisition, LLC First lien senior secured term loanS + 6.00%10.26%6/7/202412/30/20269,848 9,744 9,797 0.46 %
Custom Agronomics Holdings, LLC (6)First lien senior secured revolving loanS + 6.50%10.76%8/30/20228/30/20272,976 (29)(22)0.00 %
Custom Agronomics Holdings, LLC First lien senior secured term loanS + 6.50%10.76%8/30/20228/30/20274,051 4,005 4,020 0.19 %
Custom Agronomics Holdings, LLC First lien senior secured term loanS + 6.50%10.76%3/25/20248/30/20272,498 2,471 2,479 0.12 %
Custom Agronomics Holdings, LLC First lien senior secured term loanS + 6.50%10.76%9/25/20258/30/2027491 487 487 0.02 %
Polycorp Ltd First lien senior secured delayed draw term loanS + 4.75%8.88%1/24/20241/24/203014,860 8,100 8,145 0.38 %
Polycorp Ltd (6)First lien senior secured revolving loanS + 4.75%8.91%1/24/20241/24/20303,723 (62)(44)0.00 %
Polycorp Ltd First lien senior secured term loanS + 4.75%8.91%1/24/20241/24/203017,918 17,648 17,705 0.83 %
Polycorp Ltd First lien senior secured term loanS + 4.75%8.91%2/28/20251/24/20305,351 5,278 5,287 0.25 %
Teel Plastics, LLC (6)First lien senior secured revolving loanS + 4.75%9.06%4/22/20254/22/20303,909 (36)(28)0.00 %
Teel Plastics, LLC First lien senior secured term loanS + 4.75%9.06%4/22/20254/22/203031,662 31,354 31,425 1.48 %
98,924 99,222 4.67 %
Commercial services and supplies
Alliance Environmental Group, LLC First lien senior secured delayed draw term loanS + 7.00%11.26%7/28/202312/30/2027$62 $59 $27 0.00 %
Alliance Environmental Group, LLC First lien senior secured revolving loanS + 7.00%11.26%6/17/202512/30/20270.00 %
Alliance Environmental Group, LLC First lien senior secured revolving loanS + 7.00%11.26%7/28/202312/30/202741 41 18 0.00 %
Alliance Environmental Group, LLC First lien senior secured term loanS + 7.00%11.26%7/28/202312/30/20272,484 2,346 1,095 0.05 %
The accompanying notes are an integral part of these consolidated financial statements.
10

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
CARDS Acquisition, Inc First lien senior secured delayed draw term loanS + 6.00%10.31%8/12/20248/12/202923,829 5,928 5,956 0.28 %
CARDS Acquisition, Inc First lien senior secured revolving loanS + 6.00%10.55%8/12/20248/12/20298,843 7,388 7,398 0.35 %
CARDS Acquisition, Inc First lien senior secured term loanS + 6.00%10.00%8/12/20248/12/202940,904 40,140 40,220 1.89 %
Edko Acquisition, LLC (10)First lien senior secured revolving loanS + 6.00%10.28%7/28/20236/25/202638 11 11 0.00 %
Edko Acquisition, LLC First lien senior secured term loanS + 6.00%10.28%7/28/20236/25/20261,107 1,103 1,102 0.05 %
Franchise Fastlane, LLC (6)First lien senior secured revolving loanS + 5.75%10.01%7/28/20235/2/202715 — — 0.00 %
Franchise Fastlane, LLC First lien senior secured term loanS + 5.75%10.01%7/28/20235/2/20271,060 1,052 1,050 0.05 %
Gold Medal Holdings, Inc First lien senior secured delayed draw term loanS + 5.75%9.75%6/14/20243/17/20272,830 965 968 0.05 %
Gold Medal Holdings, Inc (11)First lien senior secured revolving loanS + 5.75%9.74%7/28/20233/17/20271,444 618 620 0.03 %
Gold Medal Holdings, Inc First lien senior secured term loanS + 5.75%9.75%7/28/20233/17/202711,994 11,923 11,934 0.56 %
Green Monster Acquisition, LLC First lien senior secured revolving loanS + 6.00%10.39%7/28/202312/28/202638 26 26 0.00 %
Green Monster Acquisition, LLC First lien senior secured term loanS + 6.00%10.46%7/28/202312/28/20261,137 1,131 1,129 0.05 %
HLSG Intermediate, LLC First lien senior secured delayed draw term loanS + 5.25%9.53%10/6/20233/31/20295,433 344 348 0.02 %
HLSG Intermediate, LLC First lien senior secured delayed draw term loanS + 5.25%9.53%3/14/20253/31/20292,110 304 319 0.01 %
HLSG Intermediate, LLC First lien senior secured delayed draw term loanS + 5.25%9.53%7/28/20233/31/2029703 695 699 0.03 %
HLSG Intermediate, LLC First lien senior secured revolving loanS + 5.25%9.53%7/28/20233/31/20291,051 321 327 0.02 %
HLSG Intermediate, LLC First lien senior secured term loanS + 5.25%9.53%7/28/20233/31/20292,124 2,103 2,111 0.10 %
HLSG Intermediate, LLC First lien senior secured term loanS + 5.25%9.53%10/6/20233/31/2029634 623 630 0.03 %
HLSG Intermediate, LLC First lien senior secured term loanS + 5.25%9.53%3/14/20253/31/20291,280 1,262 1,272 0.06 %
Nimlok Company, LLC (6)(12)First lien senior secured revolving loanS + 5.50%9.76%7/28/202311/27/2025320 — — 0.00 %
Nimlok Company, LLC First lien senior secured term loanS + 5.50%9.76%7/28/202311/27/20252,562 2,560 2,560 0.12 %
Nimlok Company, LLC First lien senior secured term loanS + 5.50%9.76%5/1/202411/27/20253,043 3,040 3,040 0.14 %
Polaris Labs Acquisition, LLC (6)First lien senior secured revolving loanS + 5.00%9.00%9/17/20249/17/20292,123 (34)(31)0.00 %
Polaris Labs Acquisition, LLC First lien senior secured term loanS + 5.00%9.00%9/17/20249/17/20296,394 6,288 6,299 0.30 %
PRA Acquisition, LLC (6)First lien senior secured revolving loanS + 6.50%10.65%7/28/20235/12/202856 (1)(1)0.00 %
PRA Acquisition, LLC First lien senior secured term loanS + 6.50%10.65%7/28/20235/12/2028557 549 549 0.03 %
Precision Point Metrics, Inc (6)First lien senior secured delayed draw term loanS + 4.75%8.75%7/1/20257/1/20317,250 (52)(36)0.00 %
Precision Point Metrics, Inc (6)First lien senior secured revolving loanS + 4.75%8.75%7/1/20257/1/20312,030 (29)(25)0.00 %
Precision Point Metrics, Inc First lien senior secured term loanS + 4.75%8.75%7/1/20257/1/20318,136 8,018 8,034 0.38 %
Quality Liaison Services of North America, Inc First lien senior secured revolving loanS + 6.00%10.35%5/2/20235/2/20281,629 695 697 0.03 %
Quality Liaison Services of North America, Inc First lien senior secured term loanS + 6.00%10.46%5/2/20235/2/202812,230 12,071 12,077 0.57 %
Rapid Fire Safety and Security, LLC First lien senior secured delayed draw term loanS + 5.00%9.20%1/2/20251/2/20305,457 3,267 3,275 0.15 %
Rapid Fire Safety and Security, LLC First lien senior secured revolving loanS + 5.00%9.00%1/2/20251/2/20301,885 1,555 1,558 0.07 %
Rapid Fire Safety and Security, LLC First lien senior secured term loanS + 5.00%9.00%1/2/20251/2/20303,961 3,901 3,907 0.18 %
Superscapes Holdco, LLC First lien senior secured revolving loanS + 5.75%10.72%4/7/20254/7/20302,166 961 965 0.05 %
Superscapes Holdco, LLC First lien senior secured term loanS + 5.75%9.75%4/7/20254/7/203017,863 17,614 17,647 0.83 %
The accompanying notes are an integral part of these consolidated financial statements.
11

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
TCG Services, LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.81%7/31/20257/31/20317,250 (53)(53)0.00 %
TCG Services, LLC (6)First lien senior secured revolving loanS + 5.50%9.81%7/31/20257/31/20312,030 (30)(30)0.00 %
TCG Services, LLC First lien senior secured term loanS + 5.50%9.81%7/31/20257/31/20317,431 7,321 7,321 0.34 %
146,031 145,020 6.82 %
Construction and engineering
AKS Engineering and Forestry, LLC (6)First lien senior secured revolving loanS + 4.75%8.91%1/7/20251/7/2031$2,890 $(38)$(33)0.00 %
AKS Engineering and Forestry, LLC First lien senior secured term loanS + 4.75%8.91%1/7/20251/7/203119,877 19,611 19,644 0.92 %
BCI Burke Holding Corp First lien senior secured delayed draw term loanS + 6.00%10.00%7/28/202312/14/20271,482 1,469 1,472 0.07 %
BCI Burke Holding Corp (6)First lien senior secured delayed draw term loanS + 6.00%10.00%10/10/202412/14/20276,588 (46)(41)0.00 %
BCI Burke Holding Corp (6)First lien senior secured revolving loanS + 6.00%10.00%7/28/202312/14/20272,447 (19)(15)0.00 %
BCI Burke Holding Corp First lien senior secured term loanS + 6.00%10.00%7/28/202312/14/20276,095 6,043 6,057 0.28 %
BCI Burke Holding Corp First lien senior secured term loanS + 6.00%10.00%10/10/202412/14/202711,261 11,180 11,191 0.53 %
Capital Construction, LLC (6)First lien senior secured delayed draw term loanS + 5.75%10.20%6/30/202510/22/20269,173 (56)(46)0.00 %
Capital Construction, LLC First lien senior secured delayed draw term loanS + 5.75%10.22%6/30/202510/22/20263,169 3,129 3,129 0.15 %
Capital Construction, LLC First lien senior secured term loanS + 5.75%10.20%6/30/202510/22/20266,004 5,929 5,929 0.28 %
CHS Holdco, LLC First lien senior secured delayed draw term loanS + 4.75%8.91%5/27/20255/27/203118,100 7,679 7,714 0.36 %
CHS Holdco, LLC First lien senior secured revolving loanS + 4.75%8.91%5/27/20255/27/20316,089 1,436 1,447 0.07 %
CHS Holdco, LLC First lien senior secured term loanS + 4.75%8.91%5/27/20255/27/203118,075 17,809 17,851 0.84 %
Compass Restoration Intermediary Holdings, LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.31%1/31/20251/31/20302,491 (43)(40)0.00 %
Compass Restoration Intermediary Holdings, LLC (6)First lien senior secured revolving loanS + 5.00%9.31%1/31/20251/31/20301,218 (21)(19)0.00 %
Compass Restoration Intermediary Holdings, LLCFirst lien senior secured term loanS + 5.00%9.31%1/31/20251/31/20306,940 6,820 6,829 0.32 %
Highland Acquisition, Inc First lien senior secured revolving loanS + 5.75%10.06%7/28/20233/9/20272,213 424 422 0.02 %
Highland Acquisition, Inc First lien senior secured term loanS + 5.75%10.06%7/28/20233/9/202710,768 10,669 10,665 0.50 %
Ironhorse Purchaser, LLC First lien senior secured delayed draw term loanS + 5.25%9.41%9/30/20229/30/20278,996 8,925 8,930 0.42 %
Ironhorse Purchaser, LLC (6)(13)First lien senior secured revolving loanS + 5.25%9.41%9/30/20229/30/20275,813 (56)(43)0.00 %
Ironhorse Purchaser, LLC First lien senior secured term loanS + 5.25%9.41%9/30/20229/30/202729,251 28,984 29,009 1.36 %
Redwood Buyer, LLC (6)First lien senior secured delayed draw term loanS + 4.75%8.75%1/3/20251/3/20307,615 (130)(119)(0.01)%
Redwood Buyer, LLC (6)First lien senior secured revolving loanS + 4.75%8.75%1/3/20251/3/20301,884 (32)(30)0.00 %
Redwood Buyer, LLC First lien senior secured term loanS + 4.75%8.75%1/3/20251/3/20309,060 8,903 8,916 0.42 %
Rose Paving, LLC First lien senior secured delayed draw term loanS + 5.00%9.26%11/27/202411/7/20293,726 3,604 3,609 0.17 %
Rose Paving, LLC First lien senior secured revolving loanS + 5.00%9.21%11/7/202211/7/20298,626 7,497 7,523 0.35 %
Rose Paving, LLC First lien senior secured term loanS + 5.00%9.20%11/7/202211/7/202917,119 16,812 16,923 0.79 %
Rose Paving, LLC First lien senior secured term loanS + 5.00%9.20%5/1/202411/7/20291,772 1,734 1,752 0.08 %
Rose Paving, LLC First lien senior secured term loanS + 5.00%9.20%11/27/202411/7/202913,057 12,892 12,907 0.61 %
The accompanying notes are an integral part of these consolidated financial statements.
12

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
181,108 181,533 8.53 %
Containers and packaging
Bulk Lift International, LLC First lien senior secured delayed draw term loanS + 6.25%10.51%7/28/202311/15/2027$125 $124 $123 0.01 %
Bulk Lift International, LLC First lien senior secured revolving loanS + 6.25%10.82%11/15/202211/15/20271,801 336 333 0.02 %
Bulk Lift International, LLC First lien senior secured term loanS + 6.25%10.51%11/15/202211/15/20278,062 7,935 7,942 0.37 %
Innovative FlexPak, LLC (8)First lien senior secured delayed draw term loan
20.00% PIK
20.00%7/31/20251/23/2027437 255 14 0.00 %
Innovative FlexPak, LLC (8)First lien senior secured revolving loanS + 7.00%11.28%7/28/20231/23/2027627 353 90 0.00 %
Innovative FlexPak, LLC (8)First lien senior secured term loanS + 7.00%11.28%7/28/20231/23/20272,616 2,274 1,173 0.06 %
Innovative FlexPak, LLC (8)First lien senior secured term loan
20.00% PIK
20.00%7/28/20231/23/2027853 567 382 0.02 %
Johns Byrne LLC (6)First lien senior secured delayed draw term loanS + 6.25%10.25%8/31/20238/31/20292,578 (41)(40)0.00 %
Johns Byrne LLC (6)First lien senior secured revolving loanS + 6.25%10.25%8/31/20238/31/20291,460 (24)(22)0.00 %
Johns Byrne LLC First lien senior secured term loanS + 6.25%10.25%8/31/20238/31/20299,301 9,136 9,142 0.43 %
K-1 Packaging Group LLC First lien senior secured revolving loanS + 6.25%10.70%10/6/202210/6/20276,748 2,041 2,044 0.10 %
K-1 Packaging Group LLC First lien senior secured term loanS + 6.25%10.51%10/6/202210/6/202730,846 30,482 30,518 1.43 %
MRC Keeler Acquisition LLC First lien senior secured delayed draw term loanS + 6.50%10.65%7/28/202312/4/20250.00 %
MRC Keeler Acquisition LLC (6)First lien senior secured revolving loanS + 6.50%10.65%7/28/202312/4/2025150 — (2)0.00 %
MRC Keeler Acquisition LLC First lien senior secured term loanS + 6.50%10.65%7/28/202312/4/2025908 906 895 0.04 %
SCP Cold Chain Packaging Buyer Corp (6)First lien senior secured delayed draw term loanS + 5.00%9.00%6/27/20256/27/20317,248 (43)(27)0.00 %
SCP Cold Chain Packaging Buyer Corp (6)First lien senior secured revolving loanS + 5.00%9.00%6/27/20256/27/20313,247 (39)(32)0.00 %
SCP Cold Chain Packaging Buyer Corp First lien senior secured term loanS + 5.00%9.00%6/27/20256/27/203119,159 18,928 18,968 0.89 %
Sixarp, LLC (6)First lien senior secured delayed draw term loanS + 5.25%9.25%9/22/20258/5/20291,722 (17)(17)0.00 %
Sixarp, LLC First lien senior secured revolving loanS + 5.25%9.25%9/22/20258/5/20293,045 426 426 0.02 %
Sixarp, LLC First lien senior secured term loanS + 5.25%9.25%9/22/20258/5/202920,459 20,255 20,254 0.95 %
Vanguard Packaging, LLC First lien senior secured revolving loanS + 5.25%9.53%3/29/20248/9/20264,408 1,156 1,159 0.05 %
Vanguard Packaging, LLC First lien senior secured term loanS + 5.25%9.53%3/29/20248/9/202610,097 10,051 10,055 0.47 %
105,065 103,382 4.86 %
Distributors
RTP Acquisition, LLC First lien senior secured revolving loanS +
4.50% + 2.25% PIK
11.03%7/28/20238/17/2027$38 $38 $32 0.00 %
RTP Acquisition, LLC First lien senior secured term loanS +
4.50% + 2.25% PIK
11.32%7/28/20238/17/20272,748 2,724 2,321 0.11 %
2,762 2,353 0.11 %
Diversified consumer services
50Floor, LLC First lien senior secured revolving loanS + 3.00%7.45%7/28/20233/31/2028$212 $103 $84 0.00 %
50Floor, LLC First lien senior secured term loanS + 3.00%7.45%7/28/20233/31/20281,116 1,096 1,004 0.05 %
ACES Intermediate, Inc (6)First lien senior secured revolving loanS + 5.00%9.28%7/27/20227/27/20277,114 (73)(36)0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
13

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
ACES Intermediate, Inc First lien senior secured term loanS + 5.00%9.28%7/27/20227/27/202737,509 37,120 37,321 1.75 %
CL Services Acquisition, LLC First lien senior secured delayed draw term loanS + 4.75%8.75%4/25/20234/25/20287,154 7,015 7,047 0.33 %
CL Services Acquisition, LLC First lien senior secured delayed draw term loanS + 4.75%8.84%5/7/20244/25/20288,474 8,322 8,347 0.39 %
CL Services Acquisition, LLC First lien senior secured delayed draw term loanS + 4.75%8.77%9/19/20254/25/202832,288 118 118 0.01 %
CL Services Acquisition, LLC First lien senior secured revolving loanS + 4.75%8.75%4/25/20234/25/20285,435 408 415 0.02 %
CL Services Acquisition, LLC First lien senior secured term loanS + 4.75%8.97%4/25/20234/25/202813,623 13,348 13,419 0.63 %
Esquire Deposition Solutions, LLC First lien senior secured delayed draw term loanS + 5.25%9.25%12/30/202212/30/20286,913 6,815 6,846 0.32 %
Esquire Deposition Solutions, LLC First lien senior secured delayed draw term loanS + 5.25%9.25%9/20/202312/30/20286,690 6,606 6,626 0.31 %
Esquire Deposition Solutions, LLC First lien senior secured revolving loanS + 5.25%9.25%12/30/202212/30/20287,666 821 846 0.04 %
Esquire Deposition Solutions, LLC First lien senior secured term loanS + 5.25%9.25%12/30/202212/30/202847,870 47,270 47,407 2.23 %
Harley Exteriors Acquisition, LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.81%8/2/20248/1/20293,929 (60)(56)0.00 %
Harley Exteriors Acquisition, LLC First lien senior secured revolving loanS + 5.50%9.66%8/2/20248/2/20291,322 861 863 0.04 %
Harley Exteriors Acquisition, LLC First lien senior secured term loanS + 5.50%9.81%8/2/20248/2/20298,460 8,328 8,339 0.39 %
Home Brands Group Holdings, Inc (6)First lien senior secured revolving loanS + 5.00%9.16%7/28/20231/8/202848 — — 0.00 %
Home Brands Group Holdings, Inc First lien senior secured term loanS + 5.00%9.16%7/28/20231/8/202812,125 11,988 12,040 0.57 %
HTI Intermediate, LLC First lien senior secured delayed draw term loanS + 5.00%9.29%3/1/20243/1/20302,354 2,315 2,319 0.11 %
HTI Intermediate, LLC First lien senior secured revolving loanS + 5.00%10.54%3/1/20243/1/20302,588 480 483 0.02 %
HTI Intermediate, LLC First lien senior secured term loanS + 5.00%9.29%7/2/20253/1/20301,778 1,752 1,754 0.08 %
HTI Intermediate, LLC First lien senior secured term loanS + 5.00%9.17%3/1/20243/1/20305,021 4,942 4,951 0.23 %
ISSA, LLC First lien senior secured revolving loanS + 6.50%9.46%7/28/20233/1/2028131 117 116 0.01 %
ISSA, LLC First lien senior secured term loanS + 6.50%10.50%7/28/20233/1/20281,824 1,809 1,804 0.08 %
Juniper Landscaping Holdings LLC First lien senior secured delayed draw term loanS + 5.75%9.79%11/13/202312/29/20265,840 5,770 5,784 0.27 %
Juniper Landscaping Holdings LLC First lien senior secured delayed draw term loanS + 5.75%9.87%5/23/202512/29/20268,018 1,690 1,677 0.08 %
Juniper Landscaping Holdings LLC First lien senior secured delayed draw term loanS + 5.75%9.76%7/28/202312/29/202686 85 85 0.00 %
Juniper Landscaping Holdings LLC (14)First lien senior secured revolving loanS + 5.75%9.75%7/28/202312/29/20273,103 394 405 0.02 %
Juniper Landscaping Holdings LLC First lien senior secured term loanS + 5.75%9.76%7/28/202312/29/20273,976 3,921 3,937 0.18 %
Lawn Care Holdings Purchaser, Inc First lien senior secured delayed draw term loanS + 5.50%9.50%10/24/202310/24/20284,532 4,439 4,494 0.21 %
Lawn Care Holdings Purchaser, Inc First lien senior secured delayed draw term loanS + 5.50%9.56%11/22/202410/24/202813,925 9,250 9,270 0.44 %
Lawn Care Holdings Purchaser, Inc (6)(15)First lien senior secured revolving loanS + 5.50%9.50%10/24/202310/24/20282,698 (36)(23)0.00 %
Lawn Care Holdings Purchaser, Inc First lien senior secured term loanS + 5.50%9.50%10/24/202310/24/20287,138 7,028 7,078 0.33 %
PPW Acquisition, LLC First lien senior secured revolving loanS + 6.75%11.01%7/28/20239/30/202738 11 0.00 %
PPW Acquisition, LLC First lien senior secured term loanS +
4.25% + 2.50% PIK
11.01%7/28/20239/30/2027620 612 580 0.03 %
The accompanying notes are an integral part of these consolidated financial statements.
14

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Premier Early Childhood Education Partners LLC First lien senior secured delayed draw term loanS + 6.00%10.28%3/27/202511/22/20288,413 3,671 3,684 0.17 %
Premier Early Childhood Education Partners LLC First lien senior secured delayed draw term loanS + 6.00%10.26%11/22/202311/22/202810,836 10,654 10,736 0.50 %
Premier Early Childhood Education Partners LLC First lien senior secured delayed draw term loanS + 6.00%10.26%9/25/202411/22/20288,995 8,867 8,912 0.42 %
Premier Early Childhood Education Partners LLC First lien senior secured revolving loanS + 6.00%10.28%11/22/202311/22/20281,380 805 815 0.04 %
Premier Early Childhood Education Partners LLC First lien senior secured term loanS + 6.00%10.26%11/22/202311/22/20288,167 8,018 8,091 0.38 %
TSR Concrete Coatings, LLC (6)First lien senior secured revolving loanS + 6.00%10.46%9/22/20239/22/20281,534 (23)(17)0.00 %
TSR Concrete Coatings, LLC First lien senior secured term loanS + 6.00%10.15%9/22/20239/22/20286,594 6,487 6,520 0.31 %
United Land Services Opco Parent, LLC First lien senior secured delayed draw term loanS + 6.00%10.57%7/28/20233/23/20261,224 1,221 1,220 0.06 %
United Land Services Opco Parent, LLC First lien senior secured delayed draw term loanS + 6.00%10.52%7/28/20233/23/2026372 245 245 0.01 %
United Land Services Opco Parent, LLC (6)(16)First lien senior secured revolving loanS + 6.00%10.57%7/28/20233/23/2026150 — (1)0.00 %
United Land Services Opco Parent, LLC First lien senior secured term loanS + 6.00%10.57%7/28/20233/23/2026349 348 348 0.02 %
Yard-Nique, Inc First lien senior secured delayed draw term loanS + 6.50%10.65%8/8/20224/30/20262,549 2,537 2,537 0.12 %
Yard-Nique, Inc First lien senior secured delayed draw term loanS + 6.50%10.65%6/30/20254/30/20267,657 6,703 6,779 0.32 %
Yard-Nique, Inc First lien senior secured revolving loanS + 6.50%10.65%8/8/20224/30/20261,947 1,213 1,217 0.06 %
Yard-Nique, Inc First lien senior secured term loanS + 6.50%10.65%8/8/20224/30/20266,946 6,910 6,909 0.32 %
252,321 253,348 11.90 %
Diversified telecommunication services
ISPN Intermediate, LLC First lien senior secured revolving loanS + 5.00%9.16%12/6/202412/6/2030$861 $132 $134 0.01 %
ISPN Intermediate, LLC First lien senior secured term loanS + 5.00%9.16%12/6/202412/6/20307,880 7,775 7,788 0.37 %
7,907 7,922 0.38 %
Electrical equipment
AEP Passion Intermediate Holdings, Inc First lien senior secured delayed draw term loanS +
1.75% + 4.75% PIK
10.65%7/28/202310/5/2027$71 $70 $70 0.00 %
AEP Passion Intermediate Holdings, Inc First lien senior secured revolving loanS + 6.50%10.89%7/28/202310/5/202748 39 39 0.00 %
AEP Passion Intermediate Holdings, Inc First lien senior secured revolving loanS +
1.75% + 4.75% PIK
10.65%7/28/202310/5/20270.00 %
AEP Passion Intermediate Holdings, Inc First lien senior secured term loanS +
1.75% + 4.75% PIK
10.85%7/28/202310/5/20271,279 1,262 1,257 0.06 %
BPCP NSA Intermedco, Inc First lien senior secured delayed draw term loanS + 4.75%8.91%5/17/20245/17/203012,234 6,811 6,844 0.32 %
BPCP NSA Intermedco, Inc (6)First lien senior secured revolving loanS + 4.75%8.91%5/17/20245/17/20305,930 (69)(60)0.00 %
BPCP NSA Intermedco, Inc First lien senior secured term loanS + 4.75%8.91%5/17/20245/17/203034,749 34,319 34,378 1.61 %
SENS Intermediate Holdings LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.16%3/10/20253/10/20313,468 (24)(16)0.00 %
SENS Intermediate Holdings LLC (6)First lien senior secured revolving loanS + 5.00%9.16%3/10/20253/10/20312,664 (36)(32)0.00 %
SENS Intermediate Holdings LLC First lien senior secured term loanS + 5.00%9.16%3/10/20253/10/20319,777 9,644 9,663 0.44 %
The accompanying notes are an integral part of these consolidated financial statements.
15

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
WCI Volt Purchaser, LLC (6)First lien senior secured revolving loanS + 5.25%9.53%9/15/20229/15/20282,249 (22)(20)0.00 %
WCI Volt Purchaser, LLC First lien senior secured term loanS + 5.25%9.53%9/15/20229/15/20287,746 7,659 7,666 0.36 %
59,654 59,790 2.79 %
Electronic equipment, instruments and components
ADC Purchaser Inc (6)First lien senior secured revolving loanS + 4.50%8.50%7/16/20257/16/20316,013 $(73)$(73)0.00 %
ADC Purchaser Inc First lien senior secured term loanS + 4.50%8.50%7/16/20257/16/203130,880 30,502 30,500 1.43 %
Advanced Lighting Acquisition, LLC (6)First lien senior secured revolving loanS + 5.50%9.66%2/27/202511/22/2027$1,215 (10)(8)0.00 %
Advanced Lighting Acquisition, LLC First lien senior secured term loanS + 5.50%9.66%2/27/202511/22/20277,183 7,123 7,134 0.33 %
Nelson Name Plate Company First lien senior secured delayed draw term loanS + 5.75%10.01%7/28/202310/18/2026116 115 115 0.01 %
Nelson Name Plate Company First lien senior secured revolving loanS + 5.75%10.14%7/28/202310/18/202690 27 27 0.00 %
Nelson Name Plate Company First lien senior secured term loanS + 5.75%10.01%7/28/202310/18/20263,430 3,396 3,404 0.16 %
41,080 41,099 1.93 %
Food and staples retailing
Ever Fresh Fruit Company, LLC First lien senior secured delayed draw term loanS + 6.50%10.76%6/5/202411/17/2028$2,506 $1,319 $1,322 0.06 %
Ever Fresh Fruit Company, LLC (6)First lien senior secured revolving loanS + 6.50%10.76%11/17/202311/17/20281,380 (23)(18)0.00 %
Ever Fresh Fruit Company, LLC First lien senior secured term loanS + 6.50%10.76%11/17/202311/17/20287,234 7,105 7,139 0.34 %
Mad Rose Company, LLC (17)First lien senior secured revolving loanS + 6.50%11.17%7/28/20235/7/2026395 232 232 0.01 %
Mad Rose Company, LLC First lien senior secured term loanS + 6.50%10.96%7/28/20235/7/20262,876 2,864 2,865 0.13 %
NutriScience Innovations, LLC (6)(18)First lien senior secured revolving loanS + 6.00%10.00%7/28/202312/31/2026131 (1)(1)0.00 %
NutriScience Innovations, LLC First lien senior secured term loanS + 6.00%10.00%7/28/202312/31/20261,850 1,843 1,841 0.09 %
Premier Produce One, LLC (6)First lien senior secured delayed draw term loanS + 4.75%8.75%3/21/20253/21/20304,272 (29)(20)0.00 %
Premier Produce One, LLC (6)First lien senior secured revolving loanS + 4.75%8.75%3/21/20253/21/20302,480 (33)(29)0.00 %
Premier Produce One, LLC First lien senior secured term loanS + 4.75%8.75%3/21/20253/21/20305,668 5,588 5,599 0.26 %
Qin's Buffalo, LLC First lien senior secured delayed draw term loanS + 5.75%9.91%7/28/20235/5/202774 73 74 0.00 %
Qin's Buffalo, LLC First lien senior secured delayed draw term loanS + 5.75%9.91%5/24/20245/5/20277,907 3,365 3,371 0.16 %
Qin's Buffalo, LLC First lien senior secured revolving loanS + 5.75%9.91%7/28/20235/5/202738 37 37 0.00 %
Qin's Buffalo, LLC First lien senior secured term loanS + 5.75%9.91%7/28/20235/5/2027521 517 518 0.02 %
SCP Beverage Buyer, LLC First lien senior secured revolving loanS + 5.75%10.22%7/28/202311/24/202638 37 37 0.00 %
SCP Beverage Buyer, LLC First lien senior secured term loanS + 5.75%10.32%7/28/202311/24/20267,057 7,020 7,008 0.33 %
TruSource Foods LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.30%8/1/20258/1/20313,334 (49)(49)0.00 %
TruSource Foods LLC (6)First lien senior secured revolving loanS + 5.00%9.30%8/1/20258/1/20311,926 (28)(28)0.00 %
TruSource Foods LLC First lien senior secured term loanS + 5.00%9.30%8/1/20258/1/20315,284 5,206 5,206 0.24 %
Universal Pure, LLC First lien senior secured delayed draw term loanS +
4.50% + 1.75% PIK
10.40%10/31/202210/31/2028367 361 361 0.02 %
Universal Pure, LLC (19)First lien senior secured revolving loanS +
4.50% + 1.75% PIK
10.40%10/31/202210/31/20287,210 4,594 4,598 0.22 %
The accompanying notes are an integral part of these consolidated financial statements.
16

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Universal Pure, LLC First lien senior secured term loanS +
4.50% + 1.75% PIK
10.40%10/31/202210/31/202817,607 17,285 17,291 0.81 %
57,283 57,354 2.69 %
Food products
BPCP WLF Intermedco LLC (6)First lien senior secured delayed draw term loanS + 6.00%10.15%12/20/20248/19/2028$7,615 $(60)$(49)0.00 %
BPCP WLF Intermedco LLC First lien senior secured delayed draw term loanS + 6.00%10.30%8/19/20228/19/20285,839 4,586 4,632 0.22 %
BPCP WLF Intermedco LLC (6)First lien senior secured revolving loanS + 6.00%10.15%8/19/20228/19/20283,383 (36)(22)0.00 %
BPCP WLF Intermedco LLC First lien senior secured term loanS + 6.00%10.15%8/19/20228/19/202824,194 23,874 24,039 1.13 %
Icelandirect, LLC First lien senior secured revolving loanS + 6.00%10.31%7/28/20237/30/202638 32 32 0.00 %
Icelandirect, LLC First lien senior secured term loanS + 6.00%10.28%7/28/20237/30/2026695 692 692 0.03 %
Starwest Botanicals Acquisition, LLC First lien senior secured revolving loanS + 5.25%9.53%7/28/20234/30/2028174 104 82 0.00 %
Starwest Botanicals Acquisition, LLC First lien senior secured term loanS + 5.25%9.53%7/28/20234/30/2028785 761 665 0.03 %
Sun Orchard, LLC First lien senior secured delayed draw term loanS + 5.50%9.81%8/2/20247/8/20286,096 871 886 0.04 %
Sun Orchard, LLC (6)First lien senior secured revolving loanS + 5.50%9.66%7/8/20227/8/20285,336 (63)(63)0.00 %
Sun Orchard, LLC First lien senior secured term loanS + 5.50%9.66%7/8/20227/8/202826,186 25,795 25,878 1.22 %
Treat Planet Acquisition, LLC (6)First lien senior secured revolving loanS + 5.50%9.50%1/11/20231/11/20282,422 (37)(16)0.00 %
Treat Planet Acquisition, LLC First lien senior secured term loanS + 5.50%9.50%1/11/20231/11/20288,294 8,154 8,238 0.39 %
Treat Planet Acquisition, LLC First lien senior secured term loanS + 5.50%9.50%3/7/20251/11/20285,513 5,467 5,476 0.26 %
Westminster Cracker Company, Inc First lien senior secured revolving loanS + 6.25%10.71%8/30/20238/30/20261,534 222 222 0.01 %
Westminster Cracker Company, Inc First lien senior secured term loanS + 6.25%10.71%8/30/20238/30/20269,440 9,382 9,385 0.44 %
79,744 80,077 3.77 %
Gas utilities
Hydromax USA, LLC First lien senior secured delayed draw term loanS + 6.00%10.35%7/28/202312/30/2027$109 $107 $108 0.01 %
Hydromax USA, LLC (6)First lien senior secured delayed draw term loanS + 6.00%10.35%6/3/20256/3/20271,298 (11)(9)0.00 %
Hydromax USA, LLC First lien senior secured revolving loanS + 6.00%10.35%7/28/202312/30/2027228 64 67 0.00 %
Hydromax USA, LLC First lien senior secured term loanS + 6.00%10.35%7/28/202312/30/20271,182 1,155 1,173 0.06 %
1,315 1,339 0.07 %
Health care equipment and supplies
3BC Matrix Acquisition, LLC (6)(20)First lien senior secured revolving loanS + 5.50%9.50%5/13/20255/13/2030$1,564 $(29)$(27)0.00 %
3BC Matrix Acquisition, LLC First lien senior secured term loanS + 5.50%9.50%5/13/20255/13/20304,777 4,688 4,695 0.22 %
626 Holdings Equity LLC First lien senior secured delayed draw term loanS + 6.00%10.57%7/28/20232/14/2028220 218 218 0.01 %
626 Holdings Equity LLC First lien senior secured revolving loanS + 6.00%10.74%7/28/20232/14/202875 74 74 0.00 %
626 Holdings Equity LLC First lien senior secured term loanS + 6.00%10.57%7/28/20232/14/2028859 850 848 0.04 %
Alcresta Buyer, Inc First lien senior secured delayed draw term loanS + 5.50%9.50%3/12/20243/12/203014,036 9,468 9,486 0.45 %
Alcresta Buyer, Inc (6)First lien senior secured revolving loanS + 5.50%9.70%3/12/20243/12/20302,761 (41)(37)0.00 %
Alcresta Buyer, Inc First lien senior secured term loanS + 5.50%9.70%3/12/20243/12/203012,800 12,612 12,634 0.59 %
The accompanying notes are an integral part of these consolidated financial statements.
17

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
EMSAR Acquisition LLC First lien senior secured delayed draw term loanS +
4.50% + 2.00% PIK
10.76%7/28/20239/30/2027213 211 204 0.00 %
EMSAR Acquisition LLC First lien senior secured revolving loanS + 6.50%10.76%7/28/20239/30/2027134 132 127 0.01 %
EMSAR Acquisition LLC First lien senior secured term loanS +
4.50% + 2.00% PIK
10.76%7/28/20239/30/20271,036 1,026 988 0.05 %
Medical Technology Associates, LLC First lien senior secured revolving loanS + 5.50%9.50%7/25/20227/25/20282,981 1,632 1,648 0.08 %
Medical Technology Associates, LLC First lien senior secured term loanS + 5.50%9.50%7/25/20227/25/202827,244 26,878 27,053 1.27 %
Nasco Healthcare Inc. First lien senior secured revolving loanS + 5.75%9.91%12/13/20246/30/20282,937 2,180 2,184 0.10 %
Nasco Healthcare Inc. First lien senior secured term loanS + 5.75%9.91%12/13/20246/30/202811,704 11,614 11,629 0.55 %
NWI Merger Sub, Inc (6)First lien senior secured delayed draw term loanS + 5.00%9.20%12/4/202412/4/20296,438 (108)(99)0.00 %
NWI Merger Sub, Inc (6)First lien senior secured revolving loanS + 5.00%9.20%12/4/202412/4/20292,495 (42)(38)0.00 %
NWI Merger Sub, Inc First lien senior secured term loanS + 5.00%9.20%12/4/202412/4/202916,826 16,549 16,564 0.78 %
Reliable Medical Supply LLC First lien senior secured revolving loanS + 6.00%11.32%2/14/20254/8/20272,283 2,268 2,275 0.11 %
Reliable Medical Supply LLC First lien senior secured term loanS + 6.00%10.56%2/14/20254/8/202720,938 20,779 20,851 0.98 %
SCA Buyer, LLC First lien senior secured delayed draw term loanS + 6.50%11.07%7/28/20231/20/2027275 269 252 0.01 %
SCA Buyer, LLC First lien senior secured revolving loanS + 6.50%11.04%7/28/20231/20/2027133 130 122 0.01 %
SCA Buyer, LLC First lien senior secured term loanS + 6.50%11.07%7/28/20231/20/20272,815 2,748 2,575 0.12 %
SCA Buyer, LLC First lien senior secured term loanS + 6.50%11.07%12/16/20241/20/2027739 723 684 0.03 %
Spectrum Solutions, LLC First lien senior secured delayed draw term loan
18.00% PIK
18.00%5/3/20243/5/2026258 254 254 0.01 %
Spectrum Solutions, LLC First lien senior secured delayed draw term loan
18.00% PIK
18.00%4/10/20253/5/202637 18 18 0.00 %
Spectrum Solutions, LLC First lien senior secured delayed draw term loan
15.00% PIK
15.00%7/28/20233/5/2026130 121 40 0.00 %
Spectrum Solutions, LLC First lien senior secured delayed draw term loan18.00%18.00%4/10/20253/5/2026128 127 128 0.01 %
Spectrum Solutions, LLC (6)First lien senior secured revolving loanS + 6.25%10.62%7/28/20233/5/2026299 179 (15)0.00 %
Spectrum Solutions, LLC First lien senior secured term loanS + 6.25%10.51%7/28/20233/5/2026627 585 192 0.01 %
Surplus Solutions, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%9/30/202411/30/20274,656 3,206 3,198 0.15 %
Surplus Solutions, LLC (6)First lien senior secured revolving loanS + 5.50%9.77%11/30/202211/30/20272,227 (35)(28)0.00 %
Surplus Solutions, LLC First lien senior secured term loanS + 5.50%9.77%11/30/202211/30/202717,255 16,994 17,038 0.80 %
136,278 135,735 6.39 %
Health care providers and services
ADVI Health, LLC (6)First lien senior secured revolving loanS + 7.00%11.26%11/29/202211/29/2027$1,062 $(11)$(11)0.00 %
ADVI Health, LLC First lien senior secured term loanS + 7.00%11.26%11/29/202211/29/20276,070 5,993 5,998 0.28 %
Advocate RCM Acquisition Corp (6)First lien senior secured revolving loanS + 6.00%10.10%12/22/202312/22/20262,902 (21)(20)0.00 %
Advocate RCM Acquisition Corp First lien senior secured term loanS + 6.00%10.10%12/22/202312/22/202618,226 18,075 18,084 0.85 %
Agility Intermediate, Inc First lien senior secured delayed draw term loanS + 7.00%11.26%7/28/20234/15/2026108 107 102 0.00 %
Agility Intermediate, Inc First lien senior secured revolving loanS + 7.00%11.26%7/28/20234/15/2026134 79 73 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
18

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Agility Intermediate, Inc First lien senior secured term loanS + 7.00%11.26%7/28/20234/15/2026235 234 222 0.01 %
Aligned Dental Management Services, LLC First lien senior secured delayed draw term loanS + 5.25%9.51%2/7/20252/7/20304,981 1,121 1,127 0.05 %
Aligned Dental Management Services, LLC First lien senior secured revolving loanS + 5.25%9.51%2/7/20252/7/20301,523 278 280 0.01 %
Aligned Dental Management Services, LLC First lien senior secured term loanS + 5.25%9.51%2/7/20252/7/20307,911 7,769 7,782 0.37 %
AMCP Treatment Intermediate, LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.00%8/29/20258/29/20316,608 (65)(65)0.00 %
AMCP Treatment Intermediate, LLC (6)First lien senior secured revolving loanS + 5.00%9.00%8/29/20258/29/20313,045 (60)(60)0.00 %
AMCP Treatment Intermediate, LLC First lien senior secured term loanS + 5.00%9.00%8/29/20258/29/203117,840 17,487 17,485 0.82 %
American Family Care, LLC (6)First lien senior secured delayed draw term loanS + 4.75%8.75%9/10/20252/28/20297,325 (36)(73)0.00 %
American Family Care, LLC First lien senior secured delayed draw term loanS + 4.75%8.75%2/29/20242/28/20295,663 461 506 0.02 %
American Family Care, LLC (6)First lien senior secured revolving loanS + 4.75%8.75%2/29/20242/28/20294,912 (54)(49)0.00 %
American Family Care, LLC First lien senior secured term loanS + 4.75%8.75%2/29/20242/28/202923,154 22,833 22,922 1.08 %
ASC Ortho Management Company, LLC First lien senior secured delayed draw term loanS +
6.50% + 2.50% PIK
13.26%7/28/202312/31/2026327 323 155 0.01 %
ASC Ortho Management Company, LLC First lien senior secured revolving loanS + 9.00%13.31%7/28/202312/31/202638 37 18 0.00 %
ASC Ortho Management Company, LLC (6)First lien senior secured revolving loanS + 6.50%10.76%9/19/202512/31/202616 — — 0.00 %
ASC Ortho Management Company, LLC First lien senior secured term loanS +
6.50% + 2.50% PIK
13.26%7/28/202312/31/2026517 511 246 0.01 %
Ascend Plastic Surgery Partners MSO LLC First lien senior secured delayed draw term loanS + 5.50%9.81%5/3/20245/3/202920,670 4,689 4,701 0.22 %
Ascend Plastic Surgery Partners MSO LLC (6)First lien senior secured revolving loanS + 5.50%9.50%5/3/20245/3/20294,197 (60)(55)0.00 %
Ascend Plastic Surgery Partners MSO LLC First lien senior secured term loanS + 5.50%9.50%5/3/20245/3/20296,808 6,705 6,714 0.32 %
ASP Global Holdings, LLC First lien senior secured delayed draw term loanS + 5.25%9.56%7/31/20247/31/202919,101 13,306 13,329 0.63 %
ASP Global Holdings, LLC First lien senior secured revolving loanS + 5.25%9.53%7/31/20247/31/20296,555 4,488 4,496 0.21 %
ASP Global Holdings, LLC First lien senior secured term loanS + 5.25%9.56%7/31/20247/31/202940,661 40,467 40,072 1.88 %
Beacon Oral Specialists Management LLC First lien senior secured delayed draw term loanS + 5.50%9.50%7/28/202312/14/2026815 810 811 0.04 %
Beacon Oral Specialists Management LLC First lien senior secured delayed draw term loanS + 5.50%9.59%6/27/202512/14/202610,927 5,937 5,969 0.28 %
Beacon Oral Specialists Management LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.50%9/12/202512/14/202613,666 (49)(49)0.00 %
Beacon Oral Specialists Management LLC (6)First lien senior secured revolving loanS + 5.50%9.50%7/28/202312/14/2026188 (1)(1)0.00 %
Beacon Oral Specialists Management LLC First lien senior secured term loanS + 5.50%9.50%7/28/202312/14/2026901 894 898 0.04 %
Beghou Consulting, LLC (21)First lien senior secured revolving loanS + 4.75%8.75%5/1/20235/1/20282,714 1,313 1,315 0.06 %
Beghou Consulting, LLC First lien senior secured term loanS + 4.75%8.75%5/1/20235/1/202815,119 14,850 14,858 0.70 %
BPCP EE Intermedco LLC First lien senior secured delayed draw term loanS + 6.25%10.40%4/3/20234/3/20282,023 1,996 1,997 0.09 %
BPCP EE Intermedco LLC (6)First lien senior secured revolving loanS + 6.25%10.40%4/3/20234/3/20282,244 (31)(30)0.00 %
BPCP EE Intermedco LLC First lien senior secured term loanS + 6.25%10.40%4/3/20234/3/20286,380 6,280 6,283 0.30 %
The accompanying notes are an integral part of these consolidated financial statements.
19

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Brightview, LLC First lien senior secured delayed draw term loanS + 5.75%10.03%7/28/202312/14/202647 47 47 0.00 %
Brightview, LLC First lien senior secured revolving loanS + 5.75%10.03%7/28/202312/14/202652 41 42 0.00 %
Brightview, LLC First lien senior secured term loanS + 5.75%10.03%7/28/202312/14/2026673 672 671 0.03 %
Canadian Orthodontic Partners Corp (7)First lien senior secured delayed draw term loan - C$15.00%15.00%4/5/202412/31/2026C$34 17 16 0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured delayed draw term loan - C$T +7.00%9.88%7/28/202312/31/2026C$29 — (14)0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured delayed draw term loan - C$T +
7.00% PIK
9.88%7/28/20233/19/2026C$362 259 84 0.00 %
Canadian Orthodontic Partners Corp First lien senior secured revolving loanS + 7.00%11.26%7/28/202312/31/2026107 100 34 0.00 %
Canadian Orthodontic Partners Corp First lien senior secured revolving loanS +
7.00% PIK
11.26%3/19/202112/31/202639 35 13 0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured revolving loan - C$T +7.00%9.88%7/28/202312/31/2026C$264 189 61 0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured revolving loan - C$T +
7.00% PIK
9.88%3/19/202112/31/2026C$90 130 21 0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured term loan - C$T +7.00%9.88%7/28/202312/31/2026C$298 209 69 0.00 %
Change Academy at Lake of the Ozarks, LLC (7)First lien senior secured revolving loanS + 5.25%9.41%8/2/20222/2/2029C$5,898 1,892 1,915 0.09 %
Change Academy at Lake of the Ozarks, LLC (7)First lien senior secured term loanS + 5.25%9.67%5/16/20252/2/2029C$3,555 3,516 3,524 0.17 %
Change Academy at Lake of the Ozarks, LLC (7)First lien senior secured term loanS + 5.25%9.67%8/2/20222/2/2029C$31,320 30,815 31,047 1.46 %
CNS Purchaser, LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.00%12/30/202412/30/202911,025 (70)(49)0.00 %
CNS Purchaser, LLC (6)First lien senior secured revolving loanS + 5.00%9.00%12/30/202412/30/20294,246 (54)(48)0.00 %
CNS Purchaser, LLC First lien senior secured term loanS + 5.00%9.00%12/30/202412/30/202938,298 37,796 37,864 1.78 %
Community Care Partners, LLC First lien senior secured delayed draw term loanS + 6.00%10.28%7/28/20236/10/2026162 162 161 0.01 %
Community Care Partners, LLC First lien senior secured revolving loanS + 6.00%10.28%7/28/20236/10/202675 75 74 0.00 %
Community Care Partners, LLC First lien senior secured term loanS + 6.00%10.28%7/28/20236/10/2026927 926 920 0.04 %
DASCO HME, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%6/6/20256/6/20305,345 410 419 0.02 %
DASCO HME, LLC (6)First lien senior secured revolving loanS + 5.50%9.50%6/6/20256/6/20303,044 (50)(45)0.00 %
DASCO HME, LLC First lien senior secured term loanS + 5.50%9.50%6/6/20256/6/203017,775 17,482 17,511 0.82 %
Dermatology Medical Partners OpCo LLC First lien senior secured delayed draw term loanS + 6.50%10.76%7/28/202310/29/202664 64 64 0.00 %
Dermatology Medical Partners OpCo LLC First lien senior secured revolving loanS + 6.50%10.76%7/28/202310/29/202638 29 29 0.00 %
Dermatology Medical Partners OpCo LLC First lien senior secured term loanS + 6.50%10.76%7/28/202310/29/2026257 255 255 0.01 %
EH Management Company, LLC (6)First lien senior secured revolving loanS + 5.50%9.76%7/28/20237/15/202638 — — 0.00 %
EH Management Company, LLC First lien senior secured term loanS + 5.50%9.76%7/28/20237/15/20264,461 4,444 4,444 0.21 %
Endodontic Practice Partners, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%11/2/202211/2/202716,659 16,481 16,494 0.77 %
Endodontic Practice Partners, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%4/9/202411/2/202713,743 6,758 6,787 0.32 %
Endodontic Practice Partners, LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.50%2/14/202511/2/20274,130 (40)(40)0.00 %
Endodontic Practice Partners, LLC First lien senior secured revolving loanS + 5.50%9.50%11/2/202211/2/20271,956 760 763 0.04 %
The accompanying notes are an integral part of these consolidated financial statements.
20

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Endodontic Practice Partners, LLC First lien senior secured term loanS + 5.50%9.50%11/2/202211/2/202715,159 14,975 15,009 0.70 %
FYZICAL Buyer, LLC First lien senior secured revolving loanS + 5.50%9.66%6/26/20246/26/20282,710 1,612 1,615 0.08 %
FYZICAL Buyer, LLC First lien senior secured term loanS + 5.50%9.66%6/26/20246/26/202818,766 18,546 18,571 0.87 %
Geriatric Medical and Surgical Supply, LLC (6)First lien senior secured revolving loanS + 6.00%10.00%7/28/202312/21/2025300 (1)(1)0.00 %
Geriatric Medical and Surgical Supply, LLC First lien senior secured term loanS + 6.00%10.00%7/28/202312/21/202519,772 19,716 19,704 0.93 %
Golden Bear PT Partners, LLC First lien senior secured delayed draw term loanS + 6.50%10.76%7/28/202310/22/2026172 171 170 0.01 %
Golden Bear PT Partners, LLC First lien senior secured revolving loanS + 6.50%10.77%7/28/202310/22/202638 26 26 0.00 %
Golden Bear PT Partners, LLC First lien senior secured term loanS + 6.50%10.76%7/28/202310/22/20261,480 1,466 1,463 0.07 %
Guardian Dentistry Practice Management, LLC First lien senior secured delayed draw term loanS + 5.50%9.78%7/28/20238/20/2026366 364 363 0.02 %
Guardian Dentistry Practice Management, LLC (6)First lien senior secured revolving loanS + 5.50%9.78%7/28/20238/20/20274,188 (30)(26)0.00 %
Guardian Dentistry Practice Management, LLC First lien senior secured term loanS + 5.50%9.78%7/28/20238/20/2027381 380 379 0.02 %
H2 Holdco, Inc First lien senior secured delayed draw term loanS + 6.00%10.49%6/25/20245/5/202818,913 11,717 11,741 0.55 %
H2 Holdco, Inc First lien senior secured delayed draw term loanS + 6.00%10.30%5/5/20235/5/20287,163 7,019 7,084 0.33 %
H2 Holdco, Inc (6)First lien senior secured delayed draw term loanS + 6.00%10.56%12/20/20245/5/20287,560 (97)(83)0.00 %
H2 Holdco, Inc (22)First lien senior secured revolving loanS + 6.00%10.33%5/5/20235/5/20282,544 2,320 2,343 0.11 %
H2 Holdco, Inc First lien senior secured term loanS + 6.00%10.56%12/20/20245/5/2028900 889 890 0.04 %
H2 Holdco, Inc First lien senior secured term loanS + 6.00%10.30%5/5/20235/5/202817,836 17,436 17,639 0.83 %
IMA Group Management Company, LLC First lien senior secured delayed draw term loanS + 6.75%10.75%7/28/20236/30/202810 10 10 0.00 %
IMA Group Management Company, LLC (6)First lien senior secured delayed draw term loanS + 6.75%11.04%9/25/20256/30/20284,088 (35)(35)0.00 %
IMA Group Management Company, LLC First lien senior secured revolving loanS + 6.75%10.95%7/28/20236/30/202835 17 17 0.00 %
IMA Group Management Company, LLC First lien senior secured term loanS + 6.75%11.04%7/28/20236/30/20281,546 1,526 1,532 0.07 %
IPC Pain Acquisition, LLC First lien senior secured delayed draw term loanS + 5.50%9.78%5/19/20225/19/20279,782 9,753 9,731 0.46 %
IPC Pain Acquisition, LLC (6)First lien senior secured revolving loanS + 5.50%9.78%5/19/20225/19/20271,140 (6)(5)0.00 %
IPC Pain Acquisition, LLC First lien senior secured term loanS + 5.50%9.78%5/19/20225/19/20272,880 2,863 2,865 0.13 %
MS Pain, LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.50%12/4/202412/4/20296,038 (101)(93)0.00 %
MS Pain, LLC (6)First lien senior secured revolving loanS + 5.50%9.50%12/4/202412/4/2029861 (15)(13)0.00 %
MS Pain, LLC First lien senior secured term loanS + 5.50%9.50%12/4/202412/4/20293,356 3,298 3,301 0.15 %
MWEC Management, LLC First lien senior secured delayed draw term loanS + 5.50%9.66%2/14/20232/14/20281,423 424 432 0.02 %
MWEC Management, LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.66%7/3/20242/14/20282,532 (25)(22)0.00 %
MWEC Management, LLC First lien senior secured revolving loanS + 5.50%9.66%2/14/20232/14/20281,924 1,237 1,249 0.06 %
MWEC Management, LLC First lien senior secured term loanS + 5.50%9.66%2/14/20232/14/202814,771 14,537 14,641 0.69 %
Network Partners Acquisitions, LLC (6)First lien senior secured revolving loanS + 6.00%10.26%7/28/202312/30/202638 — — 0.00 %
Network Partners Acquisitions, LLC First lien senior secured term loanS + 6.00%10.26%7/28/202312/30/2026211 210 210 0.01 %
The accompanying notes are an integral part of these consolidated financial statements.
21

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
P1 DENTAL MSO, LLC First lien senior secured delayed draw term loanS + 5.00%9.00%1/31/20251/31/20305,107 1,633 1,640 0.08 %
P1 DENTAL MSO, LLC (6)First lien senior secured revolving loanS + 5.00%9.31%1/31/20251/31/20301,522 (26)(24)0.00 %
P1 DENTAL MSO, LLC First lien senior secured term loanS + 5.00%9.31%1/31/20251/31/203019,067 18,737 18,761 0.88 %
Peak Dental Services, LLC First lien senior secured delayed draw term loanS + 6.75%11.20%7/28/202312/31/202557 57 57 0.00 %
Peak Dental Services, LLC First lien senior secured delayed draw term loanS + 6.75%11.07%7/28/202312/31/2025511 511 510 0.02 %
Peak Dental Services, LLC First lien senior secured revolving loanS + 6.75%11.06%7/28/202312/31/2025133 132 132 0.01 %
Peak Dental Services, LLC First lien senior secured term loanS + 6.75%11.03%7/28/202312/31/2025570 570 570 0.03 %
Peak Investment Holdings, LLC First lien senior secured revolving loanS +
7.50% PIK
11.76%7/28/202312/31/2026347 280 273 0.01 %
Peak Investment Holdings, LLC First lien senior secured term loanS + 7.50%11.76%7/28/202312/31/20261,297 1,293 1,264 0.06 %
PharmaForceIQ INC. (6)First lien senior secured revolving loanS + 5.25%9.56%8/2/20248/2/20292,093 (32)(30)0.00 %
PharmaForceIQ INC. First lien senior secured term loanS + 5.25%9.56%8/2/20248/2/202913,579 13,365 13,383 0.63 %
PRM Management Company, LLC (6)First lien senior secured delayed draw term loanS + 6.75%11.16%1/25/20241/25/20291,180 (24)(23)0.00 %
PRM Management Company, LLC (6)First lien senior secured revolving loanS + 6.75%11.16%1/25/20241/25/2029789 (16)(16)0.00 %
PRM Management Company, LLC First lien senior secured term loanS + 6.75%11.16%1/25/20241/25/20294,035 3,943 3,946 0.19 %
Purpose Home Health Acquisition, LLC First lien senior secured delayed draw term loanS + 5.50%9.70%12/23/202411/3/20279,072 945 955 0.04 %
Purpose Home Health Acquisition, LLC First lien senior secured delayed draw term loanS + 5.50%9.56%3/8/202411/3/20278,020 7,939 7,956 0.37 %
Purpose Home Health Acquisition, LLC First lien senior secured delayed draw term loanS + 5.50%9.65%11/3/202211/3/20276,712 6,634 6,658 0.31 %
Purpose Home Health Acquisition, LLC (6)First lien senior secured revolving loanS + 5.50%9.63%11/3/202211/3/20271,956 (23)(16)0.00 %
Purpose Home Health Acquisition, LLC First lien senior secured term loanS + 5.50%9.63%11/3/202211/3/202717,377 17,183 17,237 0.81 %
RQM Buyer, Inc First lien senior secured delayed draw term loanS +
2.00% + 4.75% PIK
11.01%7/28/20238/12/202985 84 69 0.00 %
RQM Buyer, Inc First lien senior secured revolving loanS +
2.00% + 4.75% PIK
11.01%7/28/20238/12/2029128 127 104 0.00 %
RQM Buyer, Inc First lien senior secured term loanS +
 2.00% + 4.75% PIK
11.01%7/28/20238/12/20291,763 1,747 1,429 0.07 %
Sage Dental Management, LLC First lien senior secured delayed draw term loanS + 5.50%9.66%9/25/20246/30/20269,125 5,453 5,460 0.26 %
Sage Dental Management, LLC First lien senior secured revolving loanS + 5.50%9.64%9/25/20246/30/20268,220 5,135 5,141 0.24 %
Sage Dental Management, LLC First lien senior secured term loanS + 5.50%9.50%9/25/20246/30/202657,808 57,568 57,615 2.70 %
SAMGI Buyer, Inc (6)First lien senior secured revolving loanS + 5.50%9.76%7/28/202312/31/2025138 — — 0.00 %
SAMGI Buyer, Inc First lien senior secured term loanS + 5.50%9.76%7/28/202312/31/2025389 389 388 0.02 %
SCP ENT and Allergy Services, LLC First lien senior secured delayed draw term loanS + 6.00%10.57%7/28/20239/25/2026154 153 154 0.01 %
SCP ENT and Allergy Services, LLC First lien senior secured revolving loanS + 6.00%10.57%7/28/20233/25/2027256 190 191 0.01 %
SCP ENT and Allergy Services, LLC First lien senior secured term loanS + 6.00%10.57%7/28/20233/25/20272,705 2,682 2,695 0.13 %
The accompanying notes are an integral part of these consolidated financial statements.
22

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
SCP ENT and Allergy Services, LLC First lien senior secured term loanS + 6.00%10.28%7/16/20253/25/2027924 921 921 0.04 %
SCP OMS Services, LLC First lien senior secured delayed draw term loanS + 5.00%9.00%3/7/20253/7/20309,965 1,486 1,506 0.07 %
SCP OMS Services, LLC (6)First lien senior secured revolving loanS + 5.00%9.00%3/7/20253/7/20302,645 (35)(31)0.00 %
SCP OMS Services, LLC First lien senior secured term loanS + 5.00%9.00%3/7/20253/7/20305,668 5,591 5,600 0.26 %
Signature Dental Partners LLC First lien senior secured delayed draw term loanS + 5.75%10.01%7/28/202310/29/2026174 174 173 0.01 %
Signature Dental Partners LLC First lien senior secured delayed draw term loanS + 5.75%10.01%4/22/202410/29/202617,162 12,897 12,891 0.61 %
Signature Dental Partners LLC First lien senior secured revolving loanS + 5.75%11.01%7/28/202310/29/202638 12 12 0.00 %
Signature Dental Partners LLC First lien senior secured term loanS + 5.75%10.01%7/28/202310/29/20264,231 4,204 4,202 0.20 %
Signature MD, Inc First lien senior secured delayed draw term loanS + 5.75%9.46%7/15/20247/15/20276,944 4,688 4,694 0.22 %
Signature MD, Inc (6)First lien senior secured revolving loanS + 5.75%9.91%7/15/20247/15/20273,297 (25)(22)0.00 %
Signature MD, Inc First lien senior secured term loanS + 5.75%9.91%7/15/20247/15/202718,210 18,063 18,089 0.85 %
Silver Falls MSO, LLC First lien senior secured revolving loanS + 6.25%10.65%7/28/202312/30/2025235 234 233 0.01 %
Silver Falls MSO, LLC First lien senior secured term loanS +
3.75% + 2.25% PIK
10.51%7/28/202312/30/20251,338 1,327 1,330 0.06 %
SimiTree Acquisition, LLC First lien senior secured delayed draw term loanS +
5.25% + 1.75% PIK
11.57%7/28/20235/17/2026889 887 881 0.04 %
SimiTree Acquisition, LLC First lien senior secured revolving loanS + 7.00%11.46%7/28/20235/17/2026178 49 48 0.00 %
SimiTree Acquisition, LLC First lien senior secured term loanS +
5.25% + 1.75% PIK
11.57%7/28/20235/17/20261,237 1,234 1,226 0.06 %
Simko Merger Sub LLCFirst lien senior secured delayed draw term loanS + 6.25%10.51%7/28/20234/7/2027180 178 178 0.01 %
Simko Merger Sub LLCFirst lien senior secured delayed draw term loanS + 6.25%10.73%9/19/20234/7/20276,743 3,052 3,058 0.14 %
Simko Merger Sub LLCFirst lien senior secured revolving loanS + 6.25%10.64%7/28/20234/7/202756 26 26 0.00 %
Simko Merger Sub LLCFirst lien senior secured term loanS + 6.25%10.51%7/28/20234/7/2027639 633 633 0.03 %
Southeast Primary Care Partners, LLC First lien senior secured delayed draw term loanS + 6.00%10.26%7/28/202312/30/2025508 508 507 0.02 %
Southeast Primary Care Partners, LLC First lien senior secured revolving loanS + 6.00%11.59%7/28/202312/30/2025225 225 225 0.01 %
Southeast Primary Care Partners, LLC First lien senior secured term loanS + 6.00%10.26%7/28/202312/30/2025838 837 836 0.04 %
Southern Orthodontic Partners Management, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%7/28/20237/27/202676 76 76 0.00 %
Southern Orthodontic Partners Management, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%7/28/20237/27/2026110 110 110 0.01 %
Southern Orthodontic Partners Management, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%5/17/20247/27/20267,131 7,104 7,123 0.33 %
Southern Orthodontic Partners Management, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%6/26/20257/27/20268,263 2,432 2,446 0.11 %
Southern Orthodontic Partners Management, LLC First lien senior secured revolving loanS + 5.50%9.49%7/28/20237/27/2026171 27 27 0.00 %
Southern Orthodontic Partners Management, LLC First lien senior secured term loanS + 5.50%9.50%7/28/20237/27/20263,001 2,992 2,998 0.14 %
The accompanying notes are an integral part of these consolidated financial statements.
23

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Southern Sports Medicine Partners, LLC First lien senior secured revolving loanS +
8.00% PIK
12.57%7/28/20232/23/202762 33 32 0.00 %
Southern Sports Medicine Partners, LLC First lien senior secured term loanS +
8.00% PIK
12.57%7/28/20232/23/2027728 712 701 0.03 %
Spa Medicca, LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.73%8/8/20258/8/20305,576 (108)(108)(0.01)%
Spa Medicca, LLC (6)First lien senior secured revolving loanS + 5.50%9.73%8/8/20258/8/20301,624 (32)(32)0.00 %
Spa Medicca, LLC First lien senior secured term loanS + 5.50%9.73%8/8/20258/8/20304,832 4,738 4,737 0.22 %
Spear Education Holdings, LLC First lien senior secured revolving loanS + 5.25%9.51%6/26/202412/15/20287,290 1,101 1,111 0.05 %
Spear Education Holdings, LLC First lien senior secured term loanS + 5.25%9.51%6/26/202412/15/202847,025 46,582 46,651 2.19 %
Star Dental Partners LLC First lien senior secured delayed draw term loanS + 5.50%9.66%12/22/202312/22/202810,931 10,732 10,794 0.51 %
Star Dental Partners LLC First lien senior secured delayed draw term loanS + 5.50%9.66%11/8/202412/22/202812,076 2,703 2,717 0.13 %
Star Dental Partners LLC (6)First lien senior secured revolving loanS + 5.50%9.66%12/22/202312/22/20281,451 (26)(18)0.00 %
Star Dental Partners LLC First lien senior secured term loanS + 5.50%9.66%12/22/202312/22/202815,113 14,851 14,924 0.70 %
The Chempetitive Group, LLC First lien senior secured delayed draw term loanS + 5.75%9.91%3/22/20243/22/202911,987 1,315 1,328 0.06 %
The Chempetitive Group, LLC First lien senior secured revolving loanS + 5.75%9.91%3/22/20243/22/20293,414 294 297 0.01 %
The Chempetitive Group, LLC First lien senior secured term loanS + 5.75%9.91%3/22/20243/22/202913,568 13,363 13,380 0.63 %
Therapy2000 Acquisition, LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.06%9/12/20259/12/20305,232 (32)(32)0.00 %
Therapy2000 Acquisition, LLC First lien senior secured revolving loanS + 5.00%9.00%9/12/20259/12/20302,258 574 574 0.03 %
Therapy2000 Acquisition, LLC First lien senior secured term loanS + 5.00%9.06%9/12/20259/12/203010,072 9,947 9,946 0.47 %
Transitions Intermediate Holdings, LLC (6)First lien senior secured delayed draw term loanS + 6.00%10.00%10/25/202410/25/2027687 (6)(5)0.00 %
Transitions Intermediate Holdings, LLC (6)First lien senior secured revolving loanS + 6.00%10.00%10/25/202410/25/20271,078 (9)(8)0.00 %
Transitions Intermediate Holdings, LLC First lien senior secured term loanS + 6.00%10.00%10/25/202410/25/20278,635 8,554 8,567 0.40 %
US Foot and Ankle Specialists, LLC First lien senior secured delayed draw term loanS + 5.75%10.01%9/15/20229/15/202613,930 13,864 13,871 0.65 %
US Foot and Ankle Specialists, LLC (6)First lien senior secured revolving loanS + 5.75%10.01%9/15/20229/15/20262,699 (14)(13)0.00 %
US Foot and Ankle Specialists, LLC First lien senior secured term loanS + 5.75%10.01%9/15/20229/15/202619,323 19,201 19,207 0.90 %
Varsity DuvaSawko Operating Corp (6)(23)First lien senior secured revolving loanS + 5.50%10.07%8/27/20255/27/20274,568 (13)(13)0.00 %
Varsity DuvaSawko Operating Corp First lien senior secured term loanS + 4.75%8.95%8/27/20255/27/202744,949 44,839 44,831 2.11 %
Varsity Rejuvenate Management, LLC First lien senior secured delayed draw term loanS + 6.75%10.90%12/29/20239/1/20287,099 3,138 3,143 0.15 %
Varsity Rejuvenate Management, LLC (6)First lien senior secured revolving loanS + 6.75%10.90%9/1/20239/1/20281,245 (24)(21)0.00 %
Varsity Rejuvenate Management, LLC First lien senior secured term loanS + 6.75%10.90%9/1/20239/1/20285,913 5,794 5,811 0.27 %
VersiCare Management LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.50%11/25/202411/25/20294,529 (75)(69)0.00 %
VersiCare Management LLC First lien senior secured revolving loanS + 5.50%9.70%11/25/202411/25/20291,505 160 163 0.01 %
VersiCare Management LLC First lien senior secured term loanS + 5.50%9.50%11/25/202411/25/20297,791 7,654 7,656 0.36 %
VetEvolve Holdings, LLC First lien senior secured delayed draw term loanS + 5.50%9.66%10/12/202310/12/202811,556 11,367 11,377 0.53 %
The accompanying notes are an integral part of these consolidated financial statements.
24

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
VetEvolve Holdings, LLC First lien senior secured delayed draw term loanS + 5.50%9.66%7/8/202510/12/202816,531 4,283 4,283 0.20 %
VetEvolve Holdings, LLC (6)First lien senior secured revolving loanS + 5.50%9.79%10/12/202310/12/20283,067 (50)(30)0.00 %
VetEvolve Holdings, LLC First lien senior secured term loanS + 5.50%9.79%10/12/202310/12/202811,617 11,422 11,504 0.54 %
Vital Geriatrics Group Buyer, Inc (6)First lien senior secured revolving loanS + 5.00%9.21%8/15/20258/15/20312,408 (35)(35)0.00 %
Vital Geriatrics Group Buyer, Inc First lien senior secured term loanS + 5.00%9.21%8/15/20258/15/203110,594 10,436 10,436 0.49 %
Western Veterinary Partners LLC First lien senior secured delayed draw term loanS + 5.25%9.25%7/28/202310/29/2027494 489 489 0.02 %
Western Veterinary Partners LLC First lien senior secured delayed draw term loanS + 5.25%9.25%9/27/202410/29/202724,284 24,038 24,075 1.13 %
Western Veterinary Partners LLC (6)First lien senior secured revolving loanS + 5.25%9.25%7/28/202310/29/202724 — — 0.00 %
Western Veterinary Partners LLC First lien senior secured term loanS + 5.25%9.25%7/28/202310/29/20279,324 9,229 9,244 0.43 %
927,732 927,810 43.56 %
Health care technology
AHR Intermediate, Inc First lien senior secured delayed draw term loanS + 5.75%9.75%7/29/20227/29/2027$5,203 $5,175 $5,183 0.24 %
AHR Intermediate, Inc First lien senior secured delayed draw term loanS + 5.75%9.75%12/16/20247/29/20277,896 733 758 0.04 %
AHR Intermediate, Inc (6)First lien senior secured delayed draw term loanS + 5.75%9.75%5/19/20257/29/2027871 (4)(3)0.00 %
AHR Intermediate, Inc First lien senior secured revolving loanS + 5.50%6.50%7/29/20227/29/20279,888 1,515 1,542 0.07 %
AHR Intermediate, Inc First lien senior secured term loanS + 5.75%9.75%7/29/20227/29/202731,776 31,608 31,649 1.49 %
Gifthealth, Inc. (6)First lien senior secured delayed draw term loanS + 5.00%9.31%7/29/20257/29/20287,994 (38)(38)0.00 %
Gifthealth, Inc. (6)First lien senior secured revolving loanS + 5.00%9.31%7/29/20257/29/20282,841 (27)(27)0.00 %
Gifthealth, Inc. First lien senior secured term loanS + 5.00%9.31%7/29/20257/29/20289,295 9,203 9,203 0.43 %
Millennia Patient Services, LLC First lien senior secured revolving loanS + 6.50%10.76%7/28/20233/8/2026134 133 133 0.01 %
Millennia Patient Services, LLC First lien senior secured term loanS + 6.50%10.76%7/28/20233/8/2026963 961 957 0.04 %
49,259 49,357 2.32 %
Household durables
CPS Power Buyer, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%9/26/20229/26/2027$2,955 $2,918 $2,940 0.14 %
CPS Power Buyer, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%10/20/20239/26/20272,297 2,272 2,286 0.11 %
CPS Power Buyer, LLC (6)First lien senior secured delayed draw term loanS + 5.50%9.50%9/30/20259/26/20278,788 (44)(44)0.00 %
CPS Power Buyer, LLC (6)(24)First lien senior secured revolving loanS + 5.50%9.50%9/26/20229/26/20274,406 (47)(22)0.00 %
CPS Power Buyer, LLC First lien senior secured term loanS + 5.50%9.50%9/26/20229/26/202719,714 19,476 19,615 0.92 %
Kravet Design LLC (6)First lien senior secured revolving loanS + 5.25%9.25%11/26/202411/26/20304,349 (56)(49)0.00 %
Kravet Design LLC First lien senior secured term loanS + 5.25%9.25%11/26/202411/26/203018,689 18,438 18,471 0.87 %
Kwalu, LLC First lien senior secured revolving loanS + 5.75%11.01%9/23/20229/23/20275,061 794 813 0.04 %
Kwalu, LLC First lien senior secured term loanS + 5.75%10.01%9/23/20229/23/202730,046 29,734 29,865 1.40 %
MacKenzie Childs Acquisition, Inc First lien senior secured revolving loanS + 5.50%9.74%9/2/20229/2/20273,374 1,780 1,782 0.08 %
MacKenzie Childs Acquisition, Inc First lien senior secured term loanS + 5.50%9.65%9/2/20229/2/202716,035 15,936 15,947 0.74 %
The accompanying notes are an integral part of these consolidated financial statements.
25

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Renovation Systems, LLC First lien senior secured delayed draw term loanS + 6.00%10.00%1/12/20241/23/20281,977 1,947 1,959 0.09 %
Renovation Systems, LLC First lien senior secured delayed draw term loanS + 6.00%10.00%7/29/20241/23/20285,709 5,630 5,658 0.26 %
Renovation Systems, LLC First lien senior secured delayed draw term loanS + 6.00%10.18%11/27/20241/23/20283,564 2,197 2,201 0.10 %
Renovation Systems, LLC First lien senior secured delayed draw term loanS + 6.00%10.00%1/23/20231/23/20285,699 5,597 5,648 0.27 %
Renovation Systems, LLC First lien senior secured revolving loanS + 6.00%10.08%1/23/20231/23/20282,633 2,586 2,609 0.12 %
Renovation Systems, LLC First lien senior secured term loanS + 6.00%10.00%1/23/20231/23/202832,451 31,955 32,158 1.51 %
Storm Smart Buyer LLC (6)First lien senior secured revolving loanS + 6.00%10.28%7/28/202310/5/2026131 (1)(1)0.00 %
Storm Smart Buyer LLC First lien senior secured term loanS + 6.00%10.28%7/28/202310/5/2026882 879 876 0.04 %
Trademark Global, LLC First lien senior secured revolving loanS + 8.50%12.76%7/28/20236/30/2027113 88 21 0.00 %
Trademark Global, LLC First lien senior secured revolving loanS +
8.50% PIK
12.76%7/30/20216/30/202731 29 11 0.00 %
Trademark Global, LLC First lien senior secured term loanS + 8.50%12.76%7/28/20236/30/20272,387 2,162 835 0.04 %
144,270 143,579 6.73 %
Industrial conglomerates
Hultec Buyer, LLC First lien senior secured revolving loanS + 5.50%9.78%3/31/20233/31/2029$3,915 $2,351 $2,354 0.11 %
Hultec Buyer, LLC First lien senior secured term loanS + 5.50%9.65%3/31/20233/31/202914,163 13,859 13,876 0.65 %
16,210 16,230 0.76 %
Insurance
Superior Insurance Partners LLC First lien senior secured delayed draw term loanS + 5.00%9.10%10/25/202410/25/2029$15,200 $8,892 $8,912 0.42 %
Superior Insurance Partners LLC (6)First lien senior secured revolving loanS + 5.00%9.31%10/25/202410/25/20291,347 (22)(20)0.00 %
Superior Insurance Partners LLC First lien senior secured term loanS + 5.00%9.31%10/25/202410/25/20299,282 9,123 9,136 0.43 %
17,993 18,028 0.85 %
The accompanying notes are an integral part of these consolidated financial statements.
26

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Interactive media and services
Duggal Acquisition, LLC (6)First lien senior secured delayed draw term loanS + 4.75%8.75%9/30/20249/30/2030$5,224 $(44)$(34)0.00 %
Duggal Acquisition, LLC (6)First lien senior secured revolving loanS + 4.75%8.75%9/30/20249/30/20307,319 (122)(111)(0.01)%
Duggal Acquisition, LLC First lien senior secured term loanS + 4.75%8.75%9/30/20249/30/203020,427 20,073 20,112 0.94 %
19,907 19,967 0.93 %
Internet and direct marketing retail
Aquatic Sales Solutions, LLC First lien senior secured revolving loanS + 7.00%11.15%7/28/202312/18/2025$191 $121 $74 0.00 %
Aquatic Sales Solutions, LLC First lien senior secured term loanS + 7.00%11.15%7/28/202312/18/20252,669 2,663 2,017 0.09 %
DealerOn Holdco, Inc (6)First lien senior secured revolving loanS + 6.25%10.53%7/28/20235/19/2026314 (1)(2)0.00 %
DealerOn Holdco, Inc First lien senior secured term loanS + 6.25%10.53%7/28/20235/19/202620,440 20,389 20,336 0.95 %
23,172 22,425 1.04 %
IT services
BSC Top Shelf Blocker LLC (6)First lien senior secured revolving loanS + 5.25%9.41%6/28/20246/28/2029$2,256 $(30)$(27)0.00 %
BSC Top Shelf Blocker LLC First lien senior secured term loanS + 5.25%9.41%6/28/20246/28/202915,950 15,725 15,752 0.74 %
Dynamic Campus Acquisition, Inc. (6)First lien senior secured delayed draw term loanS + 4.75%8.91%2/14/20252/14/203110,220 (137)(119)(0.01)%
Dynamic Campus Acquisition, Inc. (6)First lien senior secured revolving loanS + 4.75%8.91%2/14/20252/14/20313,044 (41)(36)0.00 %
Dynamic Campus Acquisition, Inc. First lien senior secured term loanS + 4.75%8.91%2/14/20252/14/203111,186 11,033 11,052 0.52 %
E-Phoenix Acquisition Co. Inc First lien senior secured revolving loanS + 5.50%9.75%7/28/20236/23/202775 0.00 %
E-Phoenix Acquisition Co. Inc First lien senior secured term loanS + 5.50%9.65%7/28/20236/23/20271,335 1,332 1,329 0.06 %
FreshAddress, LLC (6)First lien senior secured revolving loanS + 5.25%9.40%7/28/202311/5/202530 — — 0.00 %
FreshAddress, LLC First lien senior secured term loanS + 5.25%9.40%7/28/202311/5/20251,630 1,630 1,629 0.08 %
Icreon Holdings, LLC First lien senior secured revolving loanS + 6.50%10.76%10/26/202210/26/20271,071 524 524 0.02 %
Icreon Holdings, LLC First lien senior secured term loanS + 6.50%10.76%10/26/202210/26/202711,241 11,105 11,114 0.52 %
Milestone Technologies, Inc. (6)First lien senior secured delayed draw term loanS + 5.00%9.00%8/22/20258/22/20312,918 (22)(22)0.00 %
Milestone Technologies, Inc. (6)First lien senior secured revolving loanS + 5.00%9.00%8/22/20258/22/20312,595 (38)(38)0.00 %
Milestone Technologies, Inc. First lien senior secured term loanS + 5.00%9.00%8/22/20258/22/203120,283 19,983 19,981 0.94 %
P and R Dental Strategies, LLC First lien senior secured revolving loanS + 5.50%9.76%7/28/202312/22/202623 0.00 %
P and R Dental Strategies, LLC First lien senior secured term loanS + 5.50%9.76%7/28/202312/22/2026616 613 612 0.03 %
Palmetto Technology Group, LLCFirst lien senior secured delayed draw term loanS + 5.00%9.16%1/3/20241/3/202910,724 10,560 10,620 0.50 %
Palmetto Technology Group, LLCFirst lien senior secured delayed draw term loanS + 5.00%9.16%2/26/20241/3/20299,377 9,229 9,285 0.44 %
Palmetto Technology Group, LLCFirst lien senior secured delayed draw term loanS + 5.00%9.16%5/20/20251/3/202911,325 4,365 4,383 0.21 %
Palmetto Technology Group, LLC (6)First lien senior secured revolving loanS + 5.00%9.16%1/3/20241/3/20292,860 (44)(28)0.00 %
Palmetto Technology Group, LLCFirst lien senior secured term loanS + 5.00%9.16%1/3/20241/3/20296,261 6,162 6,200 0.29 %
91,964 92,226 4.34 %
Leisure equipment and products
Champion Motorsports Group, LLC (6)First lien senior secured revolving loanS + 6.25%10.51%7/28/202310/8/2026$56 $— $— 0.00 %
Champion Motorsports Group, LLC First lien senior secured term loanS + 6.25%10.51%7/28/202310/8/20261,619 1,613 1,609 0.08 %
The accompanying notes are an integral part of these consolidated financial statements.
27

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
MacNeill Pride Group Corp First lien senior secured delayed draw term loanS + 6.25%10.51%7/28/20234/22/2026344 344 344 0.02 %
MacNeill Pride Group Corp (6)First lien senior secured revolving loanS + 6.25%10.51%7/28/20234/22/2026287 — — 0.00 %
MacNeill Pride Group Corp First lien senior secured term loanS + 6.25%10.51%7/28/20234/22/2026789 789 788 0.04 %
TruBlue LLC (6)First lien senior secured delayed draw term loanS + 5.25%9.41%1/11/20241/11/20292,331 (31)(28)0.00 %
TruBlue LLC (6)First lien senior secured revolving loanS + 5.25%9.41%1/11/20241/11/20291,430 (19)(17)0.00 %
TruBlue LLC First lien senior secured term loanS + 5.25%9.41%1/11/20241/11/20295,134 5,062 5,067 0.24 %
7,758 7,763 0.38 %
Leisure products
PHGP MB Purchaser, Inc First lien senior secured delayed draw term loanS +
6.00%+ 0.50% PIK
10.76%7/28/20235/20/2027$78 $77 $70 0.00 %
PHGP MB Purchaser, Inc (6)(25)First lien senior secured revolving loanS + 6.00%10.26%7/28/20235/20/202775 (4)0.00 %
PHGP MB Purchaser, Inc First lien senior secured term loanS +
6.00% + 0.50% PIK
10.76%7/28/20235/20/20271,049 1,039 946 0.04 %
1,119 1,012 0.04 %
Life sciences tools and services
Aptitude Health Holdings, LLC (6)First lien senior secured revolving loanS + 5.25%9.51%7/28/20235/3/2026$267 $(1)$(1)0.00 %
Aptitude Health Holdings, LLC First lien senior secured term loanS + 5.25%9.51%7/28/20235/3/20261,072 1,069 1,069 0.05 %
CR Services Intermediate, LLC First lien senior secured delayed draw term loanS + 6.50%10.78%7/28/20237/28/2028128 125 120 0.01 %
CR Services Intermediate, LLC First lien senior secured revolving loanS + 6.50%10.77%7/28/20237/28/202838 19 17 0.00 %
CR Services Intermediate, LLC First lien senior secured term loanS + 6.50%10.78%7/28/20237/28/2028235 229 220 0.01 %
CR Services Intermediate, LLC (7)First lien senior secured term loanS + 6.50%10.78%7/28/20237/28/2028C$235 229 220 0.01 %
ERG Buyer, LLC First lien senior secured delayed draw term loan
6.00% Cash + 4.50% PIK
10.50%2/26/20248/31/2027352 350 260 0.01 %
ERG Buyer, LLC First lien senior secured revolving loan
6.00% Cash + 4.50% PIK
10.50%2/26/20248/31/20275,353 5,324 3,960 0.19 %
ERG Buyer, LLC First lien senior secured term loan
6.00% Cash + 4.50% PIK
10.50%2/26/20248/31/202736,977 36,850 27,359 1.28 %
Health and Wellness Partners LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.16%3/12/20253/12/20305,808 (89)(82)0.00 %
Health and Wellness Partners LLC (6)First lien senior secured revolving loanS + 5.00%9.16%3/12/20253/12/20302,480 (39)(35)0.00 %
Health and Wellness Partners LLC First lien senior secured term loanS + 5.00%9.16%3/12/20253/12/203021,671 21,325 21,356 1.00 %
65,391 54,463 2.56 %
Machinery
Abrasive Technology Intermediate, LLC First lien senior secured revolving loanS + 6.25%10.53%7/28/20234/30/2026$173 $155 $155 0.01 %
Abrasive Technology Intermediate, LLC First lien senior secured term loanS + 6.25%10.77%7/28/20234/30/20261,970 1,961 1,961 0.09 %
Bakery Manufacturing Company (6)First lien senior secured revolving loanS + 5.25%9.41%11/1/202411/1/20282,898 (37)(31)0.00 %
Bakery Manufacturing CompanyFirst lien senior secured term loanS + 5.25%9.41%11/1/202411/1/202817,159 16,950 16,982 0.80 %
DNS-IMI Acquisition Corp (6)First lien senior secured revolving loanS + 5.25%9.40%7/28/202311/23/202656 — — 0.00 %
DNS-IMI Acquisition Corp First lien senior secured term loanS + 5.25%9.40%7/28/202311/23/20261,403 1,398 1,395 0.07 %
Double E Company, LLC First lien senior secured revolving loanS + 6.75%10.87%6/21/20226/21/20283,110 1,931 1,755 0.08 %
The accompanying notes are an integral part of these consolidated financial statements.
28

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Double E Company, LLC First lien senior secured term loanS +
4.00% + 2.75% PIK
11.13%8/11/20256/21/2028786 764 734 0.03 %
Double E Company, LLC First lien senior secured term loanS +
4.00% + 2.75% PIK
10.90%6/21/20226/21/202818,902 18,679 17,642 0.83 %
Kittyhawk, Inc (6)First lien senior secured revolving loanS + 5.25%9.25%5/1/20245/1/20293,571 (51)(47)0.00 %
Kittyhawk, Inc First lien senior secured term loanS + 5.25%9.25%5/1/20245/1/202914,925 14,699 14,717 0.69 %
L&J Holding Company LLC (6)First lien senior secured delayed draw term loanS + 4.75%8.75%7/29/20247/29/20309,823 (79)(62)0.00 %
L&J Holding Company LLC (6)First lien senior secured revolving loanS + 4.75%8.75%7/29/20247/29/20302,204 (36)(32)0.00 %
L&J Holding Company LLC First lien senior secured term loanS + 4.75%8.75%7/29/20247/29/203011,669 11,472 11,496 0.54 %
My Buyer, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%1/26/20241/26/20303,123 3,078 3,082 0.14 %
My Buyer, LLC (6)First lien senior secured revolving loanS + 5.50%9.50%1/26/20241/26/20302,360 (34)(31)0.00 %
My Buyer, LLC First lien senior secured term loanS + 5.50%9.50%1/26/20241/26/20307,811 7,689 7,699 0.36 %
SPG Holdco, LLC First lien senior secured delayed draw term loanS + 6.00%10.51%5/16/202512/1/20281,779 1,211 1,214 0.06 %
SPG Holdco, LLC First lien senior secured revolving loanS + 6.00%10.06%12/1/202312/1/20282,070 381 389 0.02 %
SPG Holdco, LLC First lien senior secured term loanS + 6.00%10.12%12/1/202312/1/202810,500 10,322 10,374 0.49 %
USSC Holding Corp First lien senior secured delayed draw term loanS + 5.25%9.45%6/21/20246/21/203010,053 9,896 9,929 0.47 %
USSC Holding Corp First lien senior secured revolving loanS + 5.25%9.35%6/21/20246/21/20307,177 3,116 3,141 0.15 %
USSC Holding Corp First lien senior secured term loanS + 5.25%9.25%6/21/20246/21/203034,518 33,932 34,068 1.60 %
137,397 136,530 6.43 %
Media
Ansira Partners II, LLC (6)First lien senior secured revolving loanS + 5.75%9.96%8/15/20258/15/2031$6,142 $(90)$(90)0.00 %
Ansira Partners II, LLC First lien senior secured term loanS + 5.75%9.96%8/15/20258/15/203146,440 45,753 45,750 2.15 %
Barkley, LLC (6)First lien senior secured revolving loanS + 6.00%10.46%9/29/20239/29/20282,300 (36)(31)0.00 %
Barkley, LLC First lien senior secured term loanS + 6.00%10.46%9/29/20239/29/202843,565 42,875 42,981 2.02 %
Best Version Media Acquisition, LLC (6)First lien senior secured revolving loanS + 5.25%9.25%12/31/202412/31/20302,897 (44)(40)0.00 %
Best Version Media Acquisition, LLC First lien senior secured term loanS + 5.25%9.25%12/31/202412/31/203028,966 28,519 28,558 1.34 %
Creative Outdoor Holding Inc (6)First lien senior secured delayed draw term loanS + 5.00%9.00%6/26/20256/26/20308,741 (104)(87)0.00 %
Creative Outdoor Holding Inc (6)(26)First lien senior secured revolving loanS + 5.00%9.00%6/26/20256/26/20304,168 (59)(42)0.00 %
Creative Outdoor Holding Inc First lien senior secured term loanS + 5.00%9.00%6/26/20256/26/203018,311 18,085 18,127 0.85 %
Datum Acquisition, LLC (6)First lien senior secured revolving loanS + 5.25%9.25%10/30/20244/30/20302,146 (39)(27)0.00 %
Datum Acquisition, LLC First lien senior secured term loanS + 5.25%9.25%10/30/20244/30/203024,071 23,692 23,770 1.12 %
Exclusive Concepts, LLC First lien senior secured delayed draw term loanS + 6.50%10.76%7/28/202312/9/2026219 217 217 0.01 %
Exclusive Concepts, LLC First lien senior secured delayed draw term loanS + 6.50%10.76%12/22/202312/9/20262,815 2,788 2,790 0.13 %
Exclusive Concepts, LLC First lien senior secured delayed draw term loanS + 6.50%10.76%8/1/202412/9/20265,099 1,701 1,713 0.08 %
Exclusive Concepts, LLC First lien senior secured revolving loanS + 6.50%11.07%7/28/202312/9/202623 22 22 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
29

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Exclusive Concepts, LLC First lien senior secured term loanS + 6.50%10.76%7/28/202312/9/20263,463 3,427 3,433 0.16 %
GM Services Buyer, LLC First lien senior secured delayed draw term loanS + 4.75%8.92%8/26/20258/26/203021,566 10,739 10,739 0.50 %
GM Services Buyer, LLC (6)First lien senior secured revolving loanS + 4.75%8.95%8/26/20258/26/20303,070 (45)(45)0.00 %
GM Services Buyer, LLC First lien senior secured term loanS + 4.75%8.95%8/26/20258/26/20305,867 5,780 5,779 0.27 %
Infolinks Media Buyco, LLC First lien senior secured delayed draw term loanS + 5.50%9.50%7/28/202311/1/20262,067 2,053 2,053 0.10 %
Infolinks Media Buyco, LLC First lien senior secured revolving loanS + 5.50%9.50%7/28/202311/1/202638 0.00 %
Infolinks Media Buyco, LLC First lien senior secured term loanS + 5.50%9.50%7/28/202311/1/202619,863 19,721 19,721 0.93 %
Merge USA, Inc (6)First lien senior secured revolving loanS + 4.75%8.75%2/28/20252/28/20302,515 (33)(29)0.00 %
Merge USA, Inc First lien senior secured term loanS + 4.75%8.75%2/28/20252/28/203011,206 11,054 11,074 0.52 %
NORTH & WARREN, LLC (6)First lien senior secured revolving loanS + 5.50%9.37%1/31/20251/31/2030954 (12)(11)0.00 %
NORTH & WARREN, LLC First lien senior secured term loanS + 5.50%9.37%1/31/20251/31/20304,486 4,423 4,434 0.21 %
NTM Acquisition Corp (6)First lien senior secured revolving loanS + 6.75%11.01%12/18/20236/18/20261,809 (9)(9)0.00 %
NTM Acquisition Corp First lien senior secured term loanS + 6.75%11.01%12/18/20236/18/202612,096 12,023 12,024 0.56 %
Optimized Marketing Acquisition, LLC First lien senior secured revolving loanS + 6.25%10.82%8/19/20228/19/20273,383 3,010 2,968 0.14 %
Optimized Marketing Acquisition, LLC First lien senior secured term loanS + 6.25%10.82%8/19/20228/19/202725,445 25,138 24,869 1.16 %
Outerbox, LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.16%6/7/20246/7/20284,077 (41)(36)0.00 %
Outerbox, LLC (6)First lien senior secured revolving loanS + 5.00%9.16%6/7/20246/7/20282,280 (23)(20)0.00 %
Outerbox, LLC First lien senior secured term loanS + 5.00%9.16%6/7/20246/7/202817,867 17,680 17,703 0.83 %
Peninsula MMGY Corporation (6)(27)First lien senior secured revolving loanS + 5.50%9.50%10/26/20234/26/20293,691 (69)(44)0.00 %
Peninsula MMGY Corporation First lien senior secured term loanS + 5.50%9.50%10/26/20234/26/20299,440 9,252 9,328 0.44 %
Peninsula MMGY Corporation First lien senior secured term loanS + 5.50%9.50%4/4/20254/26/202912,185 12,024 12,041 0.57 %
The Channel Company, LLC First lien senior secured revolving loanS + 6.75%11.01%7/28/202311/1/202762 26 24 0.00 %
The Channel Company, LLC First lien senior secured term loanS +
2.50% + 4.25% PIK
11.01%7/28/202311/1/20272,464 2,448 2,340 0.11 %
WTWH Buyer, LLC (6)First lien senior secured revolving loanS + 6.50%10.78%12/16/202212/16/20271,638 (19)(22)0.00 %
WTWH Buyer, LLC First lien senior secured term loanS + 6.50%10.78%12/16/202212/16/202714,032 13,838 13,843 0.65 %
315,672 315,775 14.85 %
Multiline retail
HEC Purchaser Corp. First lien senior secured revolving loanS + 5.00%9.16%6/17/20246/17/2029$8,250 $1,050 $1,072 0.05 %
HEC Purchaser Corp. First lien senior secured term loanS + 5.00%8.95%6/17/20246/17/202957,802 57,034 57,224 2.69 %
58,084 58,296 2.74 %
Personal products
Cosmetic Solutions LLC (8)First lien senior secured term loan4.00%4.00%7/18/202510/17/20291,497 1,483 702 0.03 %
1,483 702 0.03 %
Pharmaceuticals
Formulated Buyer, LLC First lien senior secured delayed draw term loanS + 6.75%11.01%7/28/20239/22/2026$327 $319 $289 0.01 %
Formulated Buyer, LLC First lien senior secured revolving loanS + 6.75%11.15%7/28/20239/22/2029200 179 158 0.01 %
Formulated Buyer, LLC First lien senior secured term loanS + 6.75%11.01%7/28/20239/22/2029503 492 445 0.02 %
The accompanying notes are an integral part of these consolidated financial statements.
30

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
990 892 0.04 %
Professional services
CSL Intermediate Acquisition LLC (6)First lien senior secured delayed draw term loanS + 5.25%9.41%7/8/202511/8/2029$3,564 $(51)$(46)0.00 %
CSL Intermediate Acquisition LLC First lien senior secured delayed draw term loanS + 5.25%9.41%11/8/202411/8/20291,692 1,668 1,670 0.08 %
CSL Intermediate Acquisition LLC (6)First lien senior secured revolving loanS + 5.25%9.41%11/8/202411/8/20291,673 (24)(22)0.00 %
CSL Intermediate Acquisition LLC First lien senior secured term loanS + 5.25%9.41%11/8/202411/8/20299,193 9,060 9,071 0.43 %
Helpware, Inc First lien senior secured revolving loanS + 5.75%10.01%9/8/20229/8/20265,061 2,615 2,578 0.12 %
Helpware, Inc First lien senior secured term loanS +
5.75% + 1.25% PIK
11.26%9/8/20229/8/202614,043 13,978 13,892 0.65 %
Keystone Partners, LLC First lien senior secured delayed draw term loanS + 5.25%9.25%10/25/202410/25/20282,200 769 771 0.04 %
Keystone Partners, LLC (6)First lien senior secured revolving loanS + 5.25%9.56%10/25/202410/25/20281,347 (16)(14)0.00 %
Keystone Partners, LLC First lien senior secured term loanS + 5.25%9.56%10/25/202410/25/202812,143 11,992 12,011 0.56 %
39,991 39,911 1.88 %
Real estate management and development
BBG, Inc (28)First lien senior secured revolving loanS + 6.75%11.01%7/28/20231/8/2026$233 $227 $223 0.01 %
BBG, Inc First lien senior secured term loanS +
6.50% + 0.25% PIK
11.01%7/28/20231/8/20261,968 1,947 1,940 0.09 %
MetaSource, LLC First lien senior secured revolving loanS + 6.75%11.43%7/28/20235/17/202775 36 36 0.00 %
MetaSource, LLC First lien senior secured term loanS +
6.25% + 0.50% PIK
11.01%7/28/20235/17/2027920 914 912 0.04 %
3,124 3,111 0.14 %
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP First lien senior secured revolving loanS + 6.00%10.15%7/28/20239/2/2026$45 $34 $34 0.00 %
Altamira Material Solutions, LP First lien senior secured term loanS + 6.00%10.15%7/28/20239/2/20261,010 1,007 1,005 0.05 %
1,041 1,039 0.05 %
Software
Affinitiv Inc (6)First lien senior secured revolving loanS + 7.00%11.26%7/28/20237/26/2027$186 $(2)$(1)0.00 %
Affinitiv Inc First lien senior secured term loanS + 7.00%11.26%7/28/20237/26/20272,246 2,221 2,229 0.10 %
DemandTec, LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.20%8/27/20258/27/20313,855 (57)(57)0.00 %
DemandTec, LLC (6)First lien senior secured revolving loanS + 5.00%9.20%8/27/20258/27/20311,505 (22)(22)0.00 %
DemandTec, LLC First lien senior secured term loanS + 5.00%9.20%8/27/20258/27/20317,710 7,596 7,595 0.36 %
Genius Bidco, LLC (6)First lien senior secured delayed draw term loanS + 5.25%9.25%5/1/20245/1/20304,661 (36)(28)0.00 %
Genius Bidco, LLC (29)First lien senior secured revolving loanS + 5.25%9.25%5/1/20245/1/20303,571 422 426 0.02 %
Genius Bidco, LLC First lien senior secured term loanS + 5.25%9.25%5/1/20245/1/203012,552 12,345 12,369 0.58 %
GPSTrackit Holdings, LLC First lien senior secured delayed draw term loanS + 6.00%10.00%3/29/20243/29/20291,953 1,918 1,918 0.09 %
GPSTrackit Holdings, LLC First lien senior secured revolving loanS + 6.00%10.08%3/29/20243/29/20294,429 2,286 2,284 0.11 %
The accompanying notes are an integral part of these consolidated financial statements.
31

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
GPSTrackit Holdings, LLC First lien senior secured term loanS + 6.00%10.00%3/29/20243/29/202932,238 31,653 31,672 1.48 %
GS XX Corporation (6)First lien senior secured revolving loanS + 4.75%8.75%4/19/20244/19/20292,381 (34)(31)0.00 %
GS XX Corporation First lien senior secured term loanS + 4.75%8.75%4/19/20244/19/202916,736 16,482 16,503 0.77 %
Shasta Buyer, LLC (6)First lien senior secured revolving loanS + 4.75%8.75%11/12/202411/12/20304,307 (53)(48)0.00 %
Shasta Buyer, LLC First lien senior secured term loanS + 4.75%8.75%11/12/202411/12/203020,242 19,976 20,009 0.94 %
ShiftKey, LLC (6)First lien senior secured revolving loanS + 5.75%10.01%7/28/20236/21/2027110 (1)(3)0.00 %
ShiftKey, LLC First lien senior secured term loanS +
5.75% + 0.50% PIK
10.51%7/28/20236/21/20273,465 3,443 3,376 0.16 %
98,137 98,191 4.61 %
Specialty retail
Dykstras Auto LLC First lien senior secured delayed draw term loanS + 5.00%9.00%7/28/202310/22/2027$270 $267 $266 0.01 %
Dykstras Auto LLC First lien senior secured delayed draw term loanS + 5.00%9.00%4/14/202510/22/20275,046 1,575 1,566 0.07 %
Dykstras Auto LLC (6)First lien senior secured revolving loanS + 5.00%9.00%7/28/202310/22/20271,992 (26)(30)0.00 %
Dykstras Auto LLC First lien senior secured term loanS + 5.00%9.00%7/28/202310/22/20273,015 2,975 2,968 0.14 %
Fastlap, LLC First lien senior secured revolving loanS +
2.15% + 3.35% PIK
9.81%6/20/20246/20/20292,278 1,553 1,556 0.07 %
Fastlap, LLC First lien senior secured term loanS +
2.15% + 3.35% PIK
9.50%6/20/20246/20/202910,136 9,910 9,924 0.47 %
Kaizen Auto Care, LLC First lien senior secured revolving loan5.00%5.00%3/1/202412/22/2027152 139 104 0.00 %
Kaizen Auto Care, LLC First lien senior secured term loan5.00%5.00%7/28/202312/22/20271,342 1,334 1,026 0.05 %
Leonard Group, Inc First lien senior secured revolving loanS + 6.75%11.10%7/28/20232/26/2027234 170 170 0.01 %
Leonard Group, Inc First lien senior secured term loanS + 6.75%11.01%7/28/20232/26/20271,308 1,303 1,296 0.06 %
Pink Lily Holdings, LLC First lien senior secured revolving loanS + 7.00%11.27%7/28/202311/16/202731 16 0.00 %
Pink Lily Holdings, LLC First lien senior secured term loanS + 7.00%11.35%7/28/202311/16/20271,381 1,358 813 0.04 %
20,574 19,663 0.92 %
The accompanying notes are an integral part of these consolidated financial statements.
32

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Textiles, apparel and luxury goods
Lakeshirts LLC (6)First lien senior secured delayed draw term loanS + 5.00%9.16%12/30/202412/20/2030$7,989 $(35)$(18)0.00 %
Lakeshirts LLC First lien senior secured revolving loanS + 5.00%9.16%12/30/202412/30/203011,650 772 794 0.04 %
Lakeshirts LLC First lien senior secured term loanS + 5.00%9.16%12/30/202412/30/203029,918 29,657 29,711 1.39 %
30,394 30,487 1.43 %
Trading companies and distributors
AFC-Dell Holding Corp First lien senior secured delayed draw term loanS + 5.50%9.70%7/28/20234/9/2027$100 $99 $99 0.00 %
AFC-Dell Holding Corp First lien senior secured delayed draw term loanS + 5.50%9.70%12/12/20234/9/20274,128 4,090 4,097 0.19 %
AFC-Dell Holding Corp First lien senior secured delayed draw term loanS + 5.50%9.70%7/1/20244/9/202710,255 69 75 0.00 %
AFC-Dell Holding Corp First lien senior secured delayed draw term loanS + 5.50%9.50%7/28/20234/9/2027569 564 565 0.03 %
AFC-Dell Holding Corp (30)First lien senior secured revolving loanS + 5.50%9.71%7/28/202310/9/2026156 92 92 0.00 %
AFC-Dell Holding Corp First lien senior secured term loanS + 5.50%9.81%7/28/20234/9/20275,433 5,380 5,392 0.25 %
American Equipment Systems LLC First lien senior secured delayed draw term loanS + 6.00%10.49%7/28/202311/5/202637 36 36 0.00 %
American Equipment Systems LLC First lien senior secured term loanS + 6.00%10.47%8/29/202511/5/2026517 509 513 0.02 %
American Equipment Systems LLC First lien senior secured term loanS + 6.00%10.44%7/28/202311/5/202669 69 69 0.00 %
American Equipment Systems LLC First lien senior secured term loanS + 6.00%10.44%3/15/202411/5/2026928 920 920 0.04 %
American Equipment Systems LLC First lien senior secured term loanS + 6.00%10.49%7/28/202311/5/2026314 312 312 0.01 %
Ascent Lifting, Inc (6)First lien senior secured revolving loanS + 4.75%9.01%9/9/20229/9/20272,500 (33)(32)0.00 %
Ascent Lifting, Inc First lien senior secured term loanS + 4.75%9.01%4/28/20239/9/202716,605 16,537 16,368 0.77 %
AWI Group, LLC First lien senior secured delayed draw term loanS + 5.75%9.75%8/1/20248/1/20294,455 4,387 4,393 0.21 %
AWI Group, LLC First lien senior secured revolving loanS + 5.75%9.92%8/1/20248/1/202910,420 7,343 7,355 0.35 %
AWI Group, LLC First lien senior secured term loanS + 5.75%9.75%8/1/20248/1/202954,784 53,904 53,978 2.53 %
Banner Buyer, LLC First lien senior secured delayed draw term loanS +
2.75% + 3.50% PIK
10.40%7/28/20235/31/2026569 566 404 0.02 %
Banner Buyer, LLC (6)First lien senior secured revolving loanS +
2.75% + 3.50% PIK
10.40%7/28/20235/31/2026370 — (107)(0.01)%
Banner Buyer, LLC First lien senior secured term loanS +
2.75% + 3.50% PIK
10.40%7/28/20235/31/20261,370 1,364 974 0.05 %
CAP KSI Holdings LLC (31)First lien senior secured revolving loanS + 5.25%9.90%6/28/20246/28/20307,145 2,773 2,804 0.13 %
CAP KSI Holdings LLC First lien senior secured term loanS + 5.25%9.31%6/28/20246/28/203059,881 59,158 59,432 2.78 %
Eastern Communications Solutions, Inc. (6)First lien senior secured revolving loanS + 5.00%9.00%12/30/202412/30/20303,240 (43)(37)0.00 %
Eastern Communications Solutions, Inc. First lien senior secured term loanS + 5.00%9.00%12/30/202412/30/203012,517 12,348 12,372 0.58 %
Empire Equipment Company, LLC First lien senior secured revolving loanS + 6.25%10.53%7/28/20231/17/2026439 188 187 0.01 %
Empire Equipment Company, LLC First lien senior secured term loanS + 6.25%10.53%7/28/20231/17/20261,601 1,599 1,597 0.07 %
Jacent Strategic Merchandising, LLC First lien senior secured revolving loanS + 6.50%10.73%9/19/20251/31/20272,436 1,094 1,094 0.05 %
The accompanying notes are an integral part of these consolidated financial statements.
33

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Jacent Strategic Merchandising, LLC First lien senior secured term loanS + 5.75%9.98%9/19/20251/31/202713,572 13,504 13,504 0.63 %
Lehman Pipe Buyer, LLC First lien senior secured delayed draw term loanS + 5.00%9.06%6/13/20258/30/20305,436 1,518 1,527 0.07 %
Lehman Pipe Buyer, LLC First lien senior secured revolving loanS + 5.00%9.06%8/30/20248/30/20306,324 2,006 2,030 0.10 %
Lehman Pipe Buyer, LLC First lien senior secured term loanS + 5.00%9.00%8/30/20248/30/203037,679 37,063 37,209 1.75 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 5.75%9.85%12/1/20238/5/20284,636 4,560 4,607 0.22 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 5.75%9.82%8/5/20228/5/20283,168 3,143 3,149 0.15 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 5.75%9.99%3/29/20248/5/20287,136 7,017 7,091 0.32 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 5.75%9.91%8/5/20228/5/20282,653 2,623 2,636 0.12 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 5.75%9.95%8/5/20228/5/20282,674 2,640 2,657 0.12 %
NEFCO Holding Company, LLC First lien senior secured delayed draw term loanS + 5.75%9.58%10/31/20248/5/20288,392 6,605 6,617 0.31 %
NEFCO Holding Company, LLC First lien senior secured revolving loanP + 4.75%12.00%8/5/20228/5/20287,269 2,105 2,135 0.10 %
NEFCO Holding Company, LLC First lien senior secured term loanS + 5.75%9.81%8/13/20248/5/20282,558 2,539 2,542 0.12 %
NEFCO Holding Company, LLC First lien senior secured term loanS + 5.75%9.95%10/31/20248/5/20283,385 3,358 3,364 0.16 %
NEFCO Holding Company, LLC First lien senior secured term loanS + 5.75%9.81%8/5/20228/5/202817,427 17,156 17,317 0.81 %
NEFCO Holding Company, LLC First lien senior secured term loanS + 5.75%9.77%12/1/20238/5/2028648 636 643 0.03 %
Triad Technologies, LLC (6)First lien senior secured revolving loanS + 5.25%9.40%7/28/20236/30/2027332 (2)(1)0.00 %
Triad Technologies, LLC First lien senior secured term loanS + 5.25%9.40%7/28/20236/30/20271,138 1,135 1,131 0.05 %
Value Added Distributors, LLC (6)First lien senior secured revolving loanS + 4.75%8.75%12/19/202412/19/20293,768 (51)(43)0.00 %
Value Added Distributors, LLC First lien senior secured term loanS + 4.75%8.75%12/19/202412/19/202911,182 11,039 11,048 0.52 %
Vintage Parts, Inc (6)First lien senior secured revolving loanS + 5.75%9.75%3/28/20253/28/20291,564 (17)(15)0.00 %
Vintage Parts, Inc First lien senior secured term loanS + 5.75%9.75%3/28/20253/28/202916,167 15,978 16,012 0.75 %
Wolf Gordon Inc (6)First lien senior secured revolving loanS + 5.25%9.56%5/1/20245/1/20293,809 (63)(59)0.00 %
Wolf Gordon Inc First lien senior secured term loanS + 5.25%9.56%5/1/20245/1/202926,703 26,239 26,284 1.22 %
334,056 334,337 15.63 %
Water utilities
Diamondback Buyer, LLC First lien senior secured delayed draw term loanS + 5.00%9.20%10/15/20247/22/2026$3,643 $3,625 $3,631 0.17 %
Diamondback Buyer, LLC (6)First lien senior secured revolving loanS + 5.00%9.06%7/28/20237/22/202675 — — 0.00 %
Diamondback Buyer, LLC First lien senior secured term loanS + 5.00%9.06%7/28/20237/22/20261,409 1,405 1,404 0.06 %
5,030 5,035 0.23 %
Total non-controlled/non-affiliated senior secured debt$3,820,975 $3,804,000 178.61 %
Non-controlled/non-affiliated sponsor subordinated notes
Personal products
Cosmetic Solutions LLCSponsor subordinated note11.00%11.00%7/18/202510/17/2029396 $396 — 0.00 %
396 — 0.00 %
Trading companies and distributors
The accompanying notes are an integral part of these consolidated financial statements.
34

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Company(1)(2)
Investment
Reference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)
Amortized Cost(4)
Fair
Value
Percentage
of Net Assets
Empire Equipment Company, LLC Sponsor subordinated note
12.50% + 7.00% PIK
19.50%7/28/20237/17/2026$17 $17 $18 0.00 %
17 18 0.00 %
Total non-controlled/non-affiliated sponsor subordinated notes413 18 0.00 %
Total non-controlled/non-affiliated investments$3,821,388 $3,804,018 178.61 %
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (32) (33) (34)
Equity - 16.72% membership interest
$85,570 $96,653 4.54 %
Twin Brook Segregated Equity Holdings, LLC (32) (33) (34)
Equity - 3.78% membership interest
19 15 0.00 %
Total non-controlled/affiliated investments85,589 96,668 4.54 %
Total investments$3,906,977 $3,900,686 183.15 %
Cash and cash equivalents
Dreyfus Government Cash Management Money Market Fund - Institutional Shares4.04%$7,000 $7,000 0.33 %
JPMorgan U.S. Government Money Market Fund - Share Class: Capital4.12%— %
Other cash and cash equivalents$145,465 $145,465 6.83 %
Total cash and cash equivalents152,474 152,474 7.16 %
Total investments, cash and cash equivalents$4,059,451 $4,053,160 190.31 %
(1)Unless otherwise indicated, all investments are considered Level 3 investments.
(2)Unless otherwise indicated, all investments represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information.
(3)Principal/par amount is denominated in U.S. Dollars (“$”) unless otherwise noted, such as Canadian Dollars (“C$”).
(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“Term SOFR” or “S”), the Canadian Overnight Repo Rate Average (“Term CORRA” or “T”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. As of September 30, 2025, the reference rates for the floating rate loans were the Term SOFR of 4.24%, the Prime Rate of 7.25%, and the Term CORRA of 2.56%. In some circumstances, interest may be paid-in-kind (“PIK”) rather than cash, resulting in an increased principal amount.
(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of September 30, 2025. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.
(7)Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of September 30, 2025, non-qualifying assets represented approximately 4.41% of the total assets of the Company.
(8)Indicates Loan was on non-accrual status as of September 30, 2025.
(9)Principal balance includes reserve for letter of credit of $50,775 on which the borrower pays 5.00%.
(10)Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 6.00%.
The accompanying notes are an integral part of these consolidated financial statements.
35

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
(11)Principal balance includes reserve for letter of credit of $3,659 on which the borrower pays 5.75%.
(12)Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%.
(13)Principal balance includes reserve for letter of credit of $175,771 on which the borrower pays 5.25%.
(14)Principal balance includes reserve for letter of credit of $1,233,299 on which the borrower pays 6.00%.
(15)Principal balance includes reserve for letter of credit of $45,563 on which the borrower pays 5.50%.
(16)Principal balance includes reserve for letter of credit of $30,948 on which the borrower pays 6.00%.
(17)Principal balance includes reserve for letter of credit of $7,896 on which the borrower pays 6.50%.
(18)Principal balance includes reserve for letter of credit of $9,170 on which the borrower pays 6.00%.
(19)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.25%.
(20)Principal balance includes reserve for letter of credit of $147,760 on which the borrower pays 0.00%.
(21)Principal balance includes reserve for letter of credit of $16,960 on which the borrower pays 4.75%.
(22)Principal balance includes reserve for letter of credit of $168,934 on which the borrower pays 6.00%.
(23)Principal balance includes reserve for letter of credit of $532,875 on which the borrower pays 4.75%.
(24)Principal balance includes reserve for letter of credit of $881,210 on which the borrower pays 5.50%.
(25)Principal balance includes reserve for letter of credit of $5,625 on which the borrower pays 6.00%.
(26)Principal balance includes reserve for letter of credit of $802,340 on which the borrower pays 5.00%.
(27)Principal balance includes reserve for letter of credit of $62,209 on which the borrower pays 5.50%.
(28)Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.75%.
(29)Principal balance includes reserve for letter of credit of $238,050 on which the borrower pays 5.25%.
(30)Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 5.50%.
(31)Principal balance includes reserve for letter of credit of $505,140 on which the borrower pays 5.25%.
(32)As a practical expedient, the Company uses net asset value to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund.
(33)Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2025, the aggregate fair value of these securities is $96,668 or 4.54% of the Company's net assets.
(34)Non-income producing investment.

The accompanying notes are an integral part of these consolidated financial statements.
36

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)

Foreign currency forward contracts
CounterpartyCurrency PurchasedCurrency SoldSettlementUnrealized Appreciation/
(Depreciation)
Wells Fargo Bank, National Association
USD 338
CAD 459
10/27/2025$
Total$8 
Currency Abbreviations:
USD - U.S. Dollar
CAD - Canadian Dollar

The accompanying notes are an integral part of these consolidated financial statements.
37

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Interest Rate Swaps
CounterpartyHedged InstrumentCompany ReceivesCompany PaysMaturity DateNotional AmountFair ValueUpfront Payments/ReceiptsUnrealized Appreciation/(Depreciation)
Morgan Stanley Capital Services, LLCSeries A, Tranche A Notes7.6900%
S + 3.547%
3/19/2027$90,000 $662 $— $662 
Morgan Stanley Capital Services, LLCSeries A, Tranche B Notes7.7800%
S + 3.8660%
3/19/2029150,000 2,509 — 2,509 
MUFG Bank, Ltd.Series B, Tranche A Notes6.4200%
S + 3.1224%
10/15/202820,000 (100)— (100)
MUFG Bank, Ltd.Series B, Tranche A Notes6.4200%
S + 3.1158%
10/15/202865,000 (314)— (314)
Wells Fargo Bank, N.A.Series B, Tranche C Notes6.5200%
S + 3.1810%
10/15/2029100,000 (549)— (549)
Morgan Stanley Capital Services, LLCSeries B, Tranche C Notes6.5200%
S + 3.3840%
10/15/202950,000 (449)— (449)
MUFG Bank, Ltd.Series B, Tranche C Notes6.5200%
S + 3.2432%
10/15/202950,000 (418)— (418)
MUFG Bank, Ltd.Series B, Tranche C Notes6.5200%
S + 3.2659%
10/15/202990,000 (825)— (825)
Regions BankSeries C, Tranche A Notes6.0500%
S + 2.5070%
5/30/202825,000 80 — 80 
Regions BankSeries C, Tranche B Notes6.4000%
S + 2.8595%
3/30/203075,000 332 — 332 
Total$928 $ $928 
The accompanying notes are an integral part of these consolidated financial statements.
38

Table of Contents
TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of September 30, 2025
(Amounts in thousands)
(Unaudited)
Interest Rate Options
CounterpartyInstrumentCompany ReceivesCompany SoldMaturity DateNotional AmountFair ValueUpfront Payments/ReceiptsUnrealized Appreciation/(Depreciation)
Wells Fargo Bank, N.A.Sold SOFR Floor with Annuitized Premium
0.08% Semiannual premium
1.00% 3M SOFR Floor
4/15/2029$100,000 98 — 98 
Morgan Stanley Capital Services, LLCSold SOFR Floor with Annuitized Premium
0.09% Quarterly premium
1.00% 3M SOFR Floor
4/15/202950,000 61 — 61 
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.06% Quarterly premium
1.00% 3M SOFR Floor
7/15/202820,000 12 — 12
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.09% Quarterly premium
1.00% 3M SOFR Floor
4/15/202950,000 49 — 49
Morgan Stanley Capital Services, LLCSold SOFR Floor with Annuitized Premium
0.07% Semiannual premium
1.00% 3M SOFR Floor
12/19/202690,000 12 — 12
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.06% Quarterly premium
1.00% 3M SOFR Floor
7/15/202865,000 37 — 37
Morgan Stanley Capital Services, LLCSold SOFR Floor with Annuitized Premium
0.11% Semiannual premium
1.00% 3M SOFR Floor
9/19/2028150,000 150 — 150
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.09% Quarterly premium
1.00% 3M SOFR Floor
4/15/202990,000 88 — 88
Total$507 $ $507 
The accompanying notes are an integral part of these consolidated financial statements.
39

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)

Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Investments
Non-controlled/non-affiliated senior secured debt
Aerospace and defense
AlphaCoin LLC (6)First lien senior secured delayed draw term loanS +5.00%9.59 %7/29/20247/29/2030$3,028 $(28)$(22)0.00 %
AlphaCoin LLC (6)First lien senior secured revolving loanS +5.00%9.52 %7/29/20247/29/20304,509 (84)(77)0.00 %
AlphaCoin LLCFirst lien senior secured term loanS +5.00%9.59 %7/29/20247/29/203019,933 19,549 19,593 1.27 %
Mattco Forge, Inc (6)First lien senior secured revolving loanS +5.00%9.35 %12/19/202412/19/20304,307 (65)(65)0.00 %
Mattco Forge, IncFirst lien senior secured term loanS +5.00%9.35 %12/19/202412/19/203046,274 45,583 45,579 2.96 %
64,955 65,008 4.23 %
Air freight and logistics
Load One Purchaser CorporationFirst lien senior secured revolving loanP +5.25%12.75 %6/21/20226/21/2027$3,557 $303 $306 0.02 %
Load One Purchaser CorporationFirst lien senior secured term loanS +6.25%11.14 %10/23/20246/21/2028997 978 982 0.06 %
Load One Purchaser CorporationFirst lien senior secured term loanS +6.25%10.84 %6/21/20226/21/202813,999 13,773 13,786 0.89 %
Zipline Logistics, LLCFirst lien senior secured revolving loanS +6.00%11.01 %9/19/20229/19/20271,687 1,088 1,055 0.07 %
Zipline Logistics, LLCFirst lien senior secured revolving loanS +
4.00% + 2.00% PIK
11.01 %9/19/20229/19/20270.00 %
Zipline Logistics, LLCFirst lien senior secured term loanS +
4.00% + 2.00% PIK
11.01 %9/19/20229/19/20276,843 6,733 6,610 0.43 %
22,881 22,745 1.47 %
Auto components
A.P.A. Industries, LLC (6)(9)First lien senior secured revolving loanS +6.00%10.47 %1/10/20231/10/2028$1,523 $(23)$(22)0.00 %
A.P.A. Industries, LLCFirst lien senior secured term loanS +6.00%10.47 %1/10/20231/10/20288,529 8,386 8,394 0.54 %
AvCarb, LLCFirst lien senior secured delayed draw term loanS +2.00%6.67 %7/28/202311/12/2026243 240 235 0.02 %
AvCarb, LLCFirst lien senior secured revolving loanS +7.00%11.71 %7/28/202311/12/202638 — %
AvCarb, LLCFirst lien senior secured term loanS +2.00%6.67 %7/28/202311/12/2026519 514 501 0.03 %
Bestop, Inc (6)First lien senior secured delayed draw term loanS +5.25%9.58 %3/29/20243/29/20296,774 (115)(102)(0.01)%
Bestop, IncFirst lien senior secured revolving loanS +5.25%9.72 %3/29/20243/29/20297,081 1,119 1,133 0.07 %
Bestop, IncFirst lien senior secured term loanS +5.25%9.58 %3/29/20243/29/202944,026 43,252 43,365 2.81 %
BSC ASI BUYER, LLC (6)First lien senior secured revolving loanS +5.00%9.33 %12/31/202412/31/20273,661 (37)(37)0.00 %
BSC ASI BUYER, LLCFirst lien senior secured term loanS +5.00%9.33 %12/31/202412/31/202729,825 29,527 29,527 1.92 %
Certified Collision Group Acquisition Corp (6)First lien senior secured revolving loanS +5.00%9.33 %7/28/20235/17/202719 — — 0.00 %
Certified Collision Group Acquisition CorpFirst lien senior secured term loanS +5.00%9.33 %7/28/20235/17/20271,103 1,094 1,093 0.07 %
The accompanying notes are an integral part of these consolidated financial statements.
40

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Raneys, LLCFirst lien senior secured delayed draw term loanS +5.75%10.29 %2/17/20236/7/20274,835 4,762 4,774 0.31 %
Raneys, LLC (6)First lien senior secured revolving loanS +5.75%10.19 %6/7/20226/7/20271,964 (27)(25)0.00 %
Raneys, LLCFirst lien senior secured term loanS +5.75%10.19 %6/7/20226/7/202713,453 13,262 13,285 0.86 %
Vehicle Accessories, Inc (6)First lien senior secured revolving loanS +5.25%9.72 %7/28/202311/30/2026877 (9)(9)0.00 %
Vehicle Accessories, IncFirst lien senior secured term loanS +5.25%9.72 %7/28/202311/30/202611,238 11,128 11,120 0.72 %
113,078 113,236 7.34 %
Building products
US Anchors Group Inc (6)First lien senior secured revolving loanS +5.00%9.33 %7/15/20247/15/20293,275 (59)(55)0.00 %
US Anchors Group IncFirst lien senior secured term loanS +5.00%9.33 %7/15/20247/15/202917,573 17,242 17,274 1.12 %
17,183 17,219 1.12 %
Chemicals
AM Buyer, LLCFirst lien senior secured revolving loanS +6.75%11.62 %7/28/20235/1/2025$111 $79 $79 0.01 %
AM Buyer, LLCFirst lien senior secured term loanS +6.75%11.34 %7/28/20235/1/2025460 459 459 0.03 %
Answer Acquisition, LLC (6)First lien senior secured revolving loanS +6.00%10.48 %7/28/202312/30/2026759 (8)(6)0.00 %
Answer Acquisition, LLCFirst lien senior secured term loanS +6.00%10.48 %7/28/202312/30/20261,665 1,655 1,651 0.11 %
Answer Acquisition, LLCFirst lien senior secured term loanS +6.00%10.48 %1/16/202412/30/2026851 842 845 0.05 %
Answer Acquisition, LLCFirst lien senior secured term loanS +6.00%10.48 %6/7/202412/30/20269,923 9,763 9,845 0.64 %
Custom Agronomics Holdings, LLCFirst lien senior secured revolving loanS +6.50%11.09 %8/30/20228/26/20272,357 1,543 1,541 0.10 %
Custom Agronomics Holdings, LLCFirst lien senior secured term loanS +6.50%11.09 %8/30/20228/26/20274,082 4,026 4,030 0.26 %
Custom Agronomics Holdings, LLCFirst lien senior secured term loanS +6.50%11.09 %3/25/20248/26/20272,517 2,485 2,485 0.16 %
Polycorp Ltd (6)First lien senior secured delayed draw term loanS +5.75%10.11 %1/24/20241/24/203014,860 (126)(98)(0.01)%
Polycorp Ltd (6)First lien senior secured revolving loanS +5.75%10.11 %1/24/20241/24/20303,723 (63)(58)— %
Polycorp LtdFirst lien senior secured term loanS +5.75%10.11 %1/24/20241/24/203018,055 17,785 17,759 1.15 %
Teel Plastics, LLC (6)First lien senior secured revolving loanP +4.00%11.50 %7/28/20231/24/2025324 — — — %
Teel Plastics, LLCFirst lien senior secured term loanS +5.00%9.47 %7/28/20231/24/20251,751 1,751 1,750 0.11 %
40,191 40,282 2.61 %
Commercial services and supplies
Alliance Environmental Group, LLCFirst lien senior secured delayed draw term loanS +6.00%10.59 %7/28/202312/30/2027$57 $56 $44 0.00 %
Alliance Environmental Group, LLCFirst lien senior secured revolving loanS +6.00%10.59 %7/28/202312/30/202738 37 29 0.00 %
Alliance Environmental Group, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/202312/30/20272,255 2,213 1,771 0.11 %
CARDS Acquisition, Inc (6)First lien senior secured delayed draw term loanS +5.25%9.58 %8/12/20248/12/202923,837 (439)(405)(0.03)%
CARDS Acquisition, IncFirst lien senior secured revolving loanS +5.25%9.65 %8/12/20248/12/20298,843 5,506 5,518 0.36 %
CARDS Acquisition, IncFirst lien senior secured term loanS +5.25%9.58 %8/12/20248/12/202941,214 40,435 40,503 2.63 %
Edko Acquisition, LLC (10)First lien senior secured revolving loanS +6.00%10.59 %7/28/20236/25/202638 11 11 0.00 %
Edko Acquisition, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/20236/25/20261,111 1,105 1,102 0.07 %
Franchise Fastlane, LLC (6)First lien senior secured revolving loanS +5.25%9.72 %7/28/20235/2/202715 — — 0.00 %
Franchise Fastlane, LLCFirst lien senior secured term loanS +5.25%9.72 %7/28/20235/2/20271,121 1,112 1,110 0.07 %
The accompanying notes are an integral part of these consolidated financial statements.
41

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Gold Medal Holdings, Inc (6)First lien senior secured delayed draw term loanS +5.75%10.08 %6/14/20243/17/20272,831 (23)(19)0.00 %
Gold Medal Holdings, Inc (11)First lien senior secured revolving loanS +5.75%10.08 %7/28/20233/17/20271,444 277 279 0.02 %
Gold Medal Holdings, IncFirst lien senior secured term loanS +5.75%10.08 %7/28/20233/17/202712,086 11,989 12,005 0.78 %
Green Monster Acquisition, LLCFirst lien senior secured revolving loanS +6.00%10.78 %7/28/202312/28/202638 37 37 0.00 %
Green Monster Acquisition, LLCFirst lien senior secured term loanS +6.00%10.78 %7/28/202312/28/20261,146 1,139 1,136 0.07 %
HLSG Intermediate, LLCFirst lien senior secured delayed draw term loanS +6.25%10.72 %7/28/20233/31/202894 93 93 0.01 %
HLSG Intermediate, LLCFirst lien senior secured delayed draw term loanS +6.25%10.72 %10/6/20233/31/2028352 347 350 0.02 %
HLSG Intermediate, LLCFirst lien senior secured revolving loanS +6.25%10.72 %7/28/20233/31/202860 43 43 0.00 %
HLSG Intermediate, LLCFirst lien senior secured term loanS +6.25%10.72 %7/28/20233/31/2028639 628 635 0.04 %
HLSG Intermediate, LLCFirst lien senior secured term loanS +6.25%10.72 %10/6/20233/31/2028984 981 979 0.06 %
Industrial Air Flow Dynamics, IncFirst lien senior secured revolving loanS +6.25%10.95 %8/5/20228/5/20282,537 2,507 2,510 0.16 %
Industrial Air Flow Dynamics, IncFirst lien senior secured term loanS +6.25%10.99 %8/5/20228/5/202818,461 18,223 18,260 1.18 %
Nimlok Company, LLC (6)(12)First lien senior secured revolving loanS +5.50%10.09 %7/28/202311/27/2025320 (1)(1)0.00 %
Nimlok Company, LLCFirst lien senior secured term loanS +5.50%10.09 %7/28/202311/27/20252,606 2,598 2,595 0.17 %
Nimlok Company, LLCFirst lien senior secured term loanS +5.50%10.35 %5/1/202411/27/20253,104 3,089 3,090 0.20 %
Polaris Labs Acquisition, LLC (6)First lien senior secured revolving loanS +5.25%9.77 %9/17/20249/17/20292,123 (40)(37)0.00 %
Polaris Labs Acquisition, LLCFirst lien senior secured term loanS +5.25%9.77 %9/17/20249/17/20296,442 6,320 6,329 0.41 %
PRA Acquisition, LLC (6)First lien senior secured revolving loanS +6.50%10.98 %7/28/20235/12/202856 (1)(1)0.00 %
PRA Acquisition, LLCFirst lien senior secured term loanS +6.50%10.98 %7/28/20235/12/2028599 588 587 0.04 %
Quality Liaison Services of North America, Inc (6)First lien senior secured revolving loanS +6.00%10.74 %5/2/20235/2/20281,629 (27)(26)0.00 %
Quality Liaison Services of North America, IncFirst lien senior secured term loanS +6.00%10.74 %5/2/20235/2/202812,564 12,347 12,358 0.80 %
Steel City Wash, LLCFirst lien senior secured delayed draw term loanS +6.00%10.59 %7/28/202312/27/2026140 139 139 0.01 %
Steel City Wash, LLCFirst lien senior secured revolving loanS +6.00%10.59 %7/28/202312/27/202638 26 26 0.00 %
Steel City Wash, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/202312/27/20265,557 5,524 5,533 0.36 %
116,839 116,583 7.54 %
Construction and engineering
BCI Burke Holding CorpFirst lien senior secured delayed draw term loanS +5.75%10.08 %7/28/202312/14/2027$1,572 $1,554 $1,558 0.10 %
BCI Burke Holding Corp (6)First lien senior secured delayed draw term loanS +5.75%10.08 %10/10/202412/14/20276,588 (61)(61)0.00 %
BCI Burke Holding Corp (6)First lien senior secured revolving loanS +5.75%10.08 %7/28/202312/14/20272,447 (25)(23)0.00 %
BCI Burke Holding CorpFirst lien senior secured term loanS +5.75%10.08 %7/28/202312/14/20276,484 6,413 6,424 0.42 %
BCI Burke Holding CorpFirst lien senior secured term loanS +5.75%10.08 %10/10/202412/14/202711,942 11,834 11,831 0.77 %
Highland Acquisition, IncFirst lien senior secured revolving loanS +5.25%9.61 %7/28/20233/9/20272,213 414 412 0.03 %
Highland Acquisition, IncFirst lien senior secured term loanS +5.25%9.61 %7/28/20233/9/202710,836 10,692 10,688 0.69 %
The accompanying notes are an integral part of these consolidated financial statements.
42

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Ironhorse Purchaser, LLCFirst lien senior secured delayed draw term loanS +5.25%9.61 %9/30/20229/30/20279,225 9,125 9,178 0.60 %
Ironhorse Purchaser, LLC (13)First lien senior secured revolving loanS +5.25%9.61 %9/30/20229/30/20275,813 1,813 1,830 0.12 %
Ironhorse Purchaser, LLCFirst lien senior secured term loanS +5.25%9.61 %9/30/20229/30/202729,993 29,615 29,653 1.92 %
Rose Paving, LLCFirst lien senior secured delayed draw term loanS +5.00%9.33 %11/27/202411/7/20293,741 1,001 981 0.06 %
Rose Paving, LLCFirst lien senior secured revolving loanS +5.00%9.52 %11/7/202211/7/20288,626 3,238 3,260 0.21 %
Rose Paving, LLCFirst lien senior secured term loanS +5.00%9.52 %11/7/202211/7/202817,251 16,918 16,996 1.10 %
Rose Paving, LLCFirst lien senior secured term loanS +5.00%9.52 %5/1/202411/7/20281,785 1,746 1,759 0.11 %
Rose Paving, LLCFirst lien senior secured term loanS +5.00%9.52 %11/27/202411/7/202913,155 12,962 12,961 0.84 %
107,239 107,447 6.97 %
Containers and packaging
Bulk Lift International, LLCFirst lien senior secured delayed draw term loanS +6.25%10.84 %7/28/202311/15/2027$126 $124 $124 0.01 %
Bulk Lift International, LLC (6)First lien senior secured revolving loanS +6.25%10.84 %11/15/202211/15/20271,801 (28)(30)0.00 %
Bulk Lift International, LLCFirst lien senior secured term loanS +6.25%10.84 %11/15/202211/15/20278,124 7,978 7,987 0.52 %
Innovative FlexPak, LLC (8)First lien senior secured revolving loanS +7.00%11.47 %7/28/20231/23/2026627 313 127 0.01 %
Innovative FlexPak, LLC (8)First lien senior secured term loanS +7.00%11.47 %7/28/20231/23/20262,616 2,274 1,499 0.10 %
Innovative FlexPak, LLC (8)First lien senior secured term loanS +
20.00% PIK
20.00 %7/28/20231/23/2026735 567 421 0.03 %
Johns Byrne LLC (6)First lien senior secured delayed draw term loanS +6.00%10.33 %8/31/20238/31/20292,578 (49)(47)0.00 %
Johns Byrne LLC (6)First lien senior secured revolving loanS +6.00%10.33 %8/31/20238/31/20291,460 (28)(27)0.00 %
Johns Byrne LLCFirst lien senior secured term loanS +6.00%10.33 %8/31/20238/31/20299,547 9,354 9,362 0.61 %
K-1 Packaging Group LLCFirst lien senior secured revolving loanS +6.25%10.70 %10/6/202210/6/20276,748 75 80 0.01 %
K-1 Packaging Group LLCFirst lien senior secured term loanS +6.25%10.84 %10/6/202210/6/202731,086 30,586 30,635 1.99 %
MRC Keeler Acquisition LLCFirst lien senior secured delayed draw term loanS +
6.00% + 0.50% PIK
10.98 %7/28/202312/4/20250.00 %
MRC Keeler Acquisition LLC (6)First lien senior secured revolving loanS +6.00%10.48 %7/28/202312/4/2025150 (1)(5)0.00 %
MRC Keeler Acquisition LLCFirst lien senior secured term loanS +
6.00% + 0.50% PIK
10.98 %7/28/202312/4/2025908 904 879 0.06 %
Sixarp, LLCFirst lien senior secured revolving loanS +5.50%10.13 %8/5/20228/5/20273,732 1,641 1,644 0.11 %
Sixarp, LLCFirst lien senior secured term loanS +5.50%10.09 %8/5/20228/5/202719,428 19,180 19,199 1.25 %
Vanguard Packaging, LLCFirst lien senior secured revolving loanS +5.00%9.47 %3/29/20248/9/20264,408 565 571 0.04 %
Vanguard Packaging, LLCFirst lien senior secured term loanS +5.00%9.47 %3/29/20248/9/202610,194 10,139 10,143 0.66 %
83,598 82,566 5.40 %
Distributors
RTP Acquisition, LLCFirst lien senior secured revolving loanS +
3.50% + 2.25% PIK
13.25 %7/28/20238/17/2026$38 $22 $22 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
43

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
RTP Acquisition, LLCFirst lien senior secured term loanS +
4.50% + 2.25% PIK
13.85 %7/28/20238/17/20262,715 2,670 2,642 0.17 %
2,692 2,664 0.17 %
Diversified consumer services
50Floor, LLCFirst lien senior secured revolving loanS +
3.00% + 3.00% PIK
10.48 %7/28/202312/31/2025$206 $57 $28 0.00 %
50Floor, LLCFirst lien senior secured term loanS +
3.00% + 3.00% PIK
10.48 %7/28/202312/31/20261,055 1,034 898 0.06 %
ACES Intermediate, Inc (6)First lien senior secured revolving loanS +5.50%9.97 %7/27/20227/27/20277,114 (73)(67)0.00 %
ACES Intermediate, IncFirst lien senior secured term loanS +5.50%9.97 %7/27/20227/27/202730,388 30,028 30,049 1.95 %
CL Services Acquisition, LLCFirst lien senior secured delayed draw term loanS +6.25%10.86 %4/25/20234/25/20287,205 5,645 5,651 0.37 %
CL Services Acquisition, LLC (6)First lien senior secured delayed draw term loanS +6.25%10.99 %5/7/20244/25/20288,474 (142)(151)(0.01)%
CL Services Acquisition, LLC (6)First lien senior secured revolving loanS +6.25%10.92 %4/25/20234/25/20281,629 (30)(29)0.00 %
CL Services Acquisition, LLCFirst lien senior secured term loanS +6.25%10.99 %4/25/20234/25/202810,118 9,906 9,938 0.64 %
Esquire Deposition Solutions, LLCFirst lien senior secured delayed draw term loanS +5.25%9.58 %12/30/202212/30/20276,966 6,843 6,892 0.45 %
Esquire Deposition Solutions, LLCFirst lien senior secured delayed draw term loanS +5.25%9.58 %9/20/202312/30/20276,741 6,635 6,670 0.43 %
Esquire Deposition Solutions, LLC (6)First lien senior secured revolving loanS +5.25%9.58 %12/30/202212/30/20277,666 (122)(82)(0.01)%
Esquire Deposition Solutions, LLCFirst lien senior secured term loanS +5.25%9.58 %12/30/202212/30/202748,234 47,411 47,720 3.10 %
Harley Exteriors Acquisition, LLC (6)First lien senior secured delayed draw term loanS +5.50%10.09 %8/2/20248/1/20293,929 (72)(66)0.00 %
Harley Exteriors Acquisition, LLC (6)First lien senior secured revolving loanS +5.50%10.09 %8/2/20248/2/20291,322 (24)(22)0.00 %
Harley Exteriors Acquisition, LLCFirst lien senior secured term loanS +5.50%10.09 %8/2/20248/2/20298,524 8,364 8,377 0.54 %
Home Brands Group Holdings, Inc (6)First lien senior secured revolving loanS +4.75%9.49 %7/28/202311/8/202648 — — — %
Home Brands Group Holdings, IncFirst lien senior secured term loanS +4.75%9.49 %7/28/202311/8/20261,534 1,526 1,522 0.10 %
HTI Intermediate, LLC (6)First lien senior secured delayed draw term loanS +5.00%9.47 %3/1/20243/1/20302,354 (20)(16)0.00 %
HTI Intermediate, LLCFirst lien senior secured revolving loanS +5.00%9.44 %3/1/20243/1/20301,573 130 132 0.01 %
HTI Intermediate, LLCFirst lien senior secured term loanS +5.00%9.47 %3/1/20243/1/20305,059 4,969 4,980 0.32 %
ISSA, LLC (6)First lien senior secured revolving loanS +6.25%10.58 %7/28/20233/1/2027131 (2)(2)— %
ISSA, LLCFirst lien senior secured term loanS +6.25%10.58 %7/28/20233/1/20271,839 1,817 1,813 0.12 %
Juniper Landscaping Holdings LLCFirst lien senior secured delayed draw term loanS +6.25%10.87 %11/13/202312/29/20267,032 5,775 5,814 0.38 %
Juniper Landscaping Holdings LLCFirst lien senior secured delayed draw term loanS +6.25%10.85 %7/28/202312/29/202686 86 86 0.01 %
Juniper Landscaping Holdings LLC (14)First lien senior secured revolving loanS +6.25%10.81 %7/28/202312/29/2026820 345 349 0.02 %
Juniper Landscaping Holdings LLCFirst lien senior secured term loanS +6.25%10.84 %7/28/202312/29/20263,002 2,971 2,977 0.19 %
The accompanying notes are an integral part of these consolidated financial statements.
44

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Lawn Care Holdings Purchaser, IncFirst lien senior secured delayed draw term loanS +5.00%9.33 %10/24/202310/24/20284,566 4,450 4,510 0.29 %
Lawn Care Holdings Purchaser, IncFirst lien senior secured delayed draw term loanS +5.00%9.37 %11/22/202410/24/202813,962 3,227 3,227 0.21 %
Lawn Care Holdings Purchaser, Inc (6)First lien senior secured revolving loanS +5.00%9.44 %10/24/202310/24/20282,698 (44)(33)— %
Lawn Care Holdings Purchaser, IncFirst lien senior secured term loanS +5.00%9.44 %10/24/202310/24/20287,192 7,057 7,104 0.46 %
PPW Acquisition, LLCFirst lien senior secured revolving loanS +6.75%11.72 %7/28/20239/30/202638 27 26 — %
PPW Acquisition, LLCFirst lien senior secured term loanS +
4.33% + 2.50% PIK
11.34 %7/28/20239/30/2026613 600 583 0.04 %
Premier Early Childhood Education Partners LLCFirst lien senior secured delayed draw term loanS +6.00%10.59 %11/22/202311/22/202810,919 10,692 10,755 0.70 %
Premier Early Childhood Education Partners LLCFirst lien senior secured delayed draw term loanS +6.00%10.57 %9/25/202411/22/20289,048 2,627 2,651 0.17 %
Premier Early Childhood Education Partners LLCFirst lien senior secured revolving loanS +6.00%10.59 %11/22/202311/22/20281,380 1,351 1,359 0.09 %
Premier Early Childhood Education Partners LLCFirst lien senior secured term loanS +6.00%10.59 %11/22/202311/22/20288,229 8,049 8,106 0.53 %
TSR Concrete Coatings, LLCFirst lien senior secured revolving loanS +6.00%10.55 %9/22/20239/22/20281,534 968 970 0.06 %
TSR Concrete Coatings, LLCFirst lien senior secured term loanS +6.00%10.48 %9/22/20239/22/20286,148 6,028 6,033 0.39 %
United Land Services Opco Parent, LLCFirst lien senior secured delayed draw term loanS +6.00%10.59 %7/28/20233/23/20261,607 1,376 1,373 0.09 %
United Land Services Opco Parent, LLC (15)First lien senior secured revolving loanS +6.00%10.33 %7/28/20233/23/2026150 35 35 — %
United Land Services Opco Parent, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/20233/23/2026352 349 349 0.02 %
Yard-Nique, IncFirst lien senior secured delayed draw term loanS +7.00%11.48 %8/8/20224/30/20262,568 2,550 2,549 0.17 %
Yard-Nique, IncFirst lien senior secured revolving loanS +7.00%11.48 %8/8/20224/30/20261,947 1,117 1,126 0.07 %
Yard-Nique, IncFirst lien senior secured term loanS +7.00%11.48 %8/8/20224/30/20267,000 6,940 6,949 0.45 %
190,456 191,133 12.41 %
Diversified telecommunication services
ISPN Intermediate, LLCFirst lien senior secured revolving loanS +5.25%9.61 %12/6/202412/6/2030$861 $131 $131 0.01 %
ISPN Intermediate, LLCFirst lien senior secured term loanS +5.25%9.61 %12/6/202412/6/20306,938 6,836 6,834 0.44 %
6,967 6,965 0.45 %
Electrical equipment
AEP Passion Intermediate Holdings, IncFirst lien senior secured delayed draw term loanS +
4.60% + 1.90% PIK
10.98 %7/28/202310/5/2027$70 $69 $69 0.00 %
AEP Passion Intermediate Holdings, IncFirst lien senior secured revolving loanS +6.50%11.13 %7/28/202310/5/202748 33 33 0.00 %
AEP Passion Intermediate Holdings, IncFirst lien senior secured revolving loanS +
4.60% + 1.90% PIK
10.98 %7/28/202310/5/2027— — — 0.00 %
AEP Passion Intermediate Holdings, IncFirst lien senior secured term loanS +
4.60% + 1.90% PIK
11.17 %7/28/202310/5/20271,261 1,240 1,235 0.08 %
BPCP NSA Intermedco, IncFirst lien senior secured delayed draw term loanS +4.75%9.11 %5/17/20245/17/203012,275 4,591 4,651 0.30 %
The accompanying notes are an integral part of these consolidated financial statements.
45

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
BPCP NSA Intermedco, Inc (6)First lien senior secured revolving loanS +4.75%9.11 %5/17/20245/17/20305,930 (80)(69)0.00 %
BPCP NSA Intermedco, IncFirst lien senior secured term loanS +4.75%9.11 %5/17/20245/17/203035,013 34,525 34,594 2.24 %
WCI Volt Purchaser, LLC (6)First lien senior secured revolving loanS +5.25%9.72 %9/15/20229/15/20282,249 (28)(25)0.00 %
WCI Volt Purchaser, LLCFirst lien senior secured term loanS +5.25%9.72 %9/15/20229/15/20288,828 8,705 8,716 0.57 %
49,055 49,204 3.19 %
Electronic equipment, instruments and components
Advanced Lighting Acquisition, LLC (6)First lien senior secured revolving loanS +5.75%10.22 %7/28/202311/22/2025$324 $— $— 0.00 %
Advanced Lighting Acquisition, LLCFirst lien senior secured term loanS +5.75%10.22 %7/28/202311/22/20251,094 1,094 1,093 0.07 %
Nelson Name Plate CompanyFirst lien senior secured delayed draw term loanS +5.75%10.34 %7/28/202310/18/2026117 116 116 0.01 %
Nelson Name Plate Company (6)First lien senior secured revolving loanS +5.75%10.34 %7/28/202310/18/202690 (1)(1)0.00 %
Nelson Name Plate CompanyFirst lien senior secured term loanS +5.75%10.34 %7/28/202310/18/2026883 878 874 0.06 %
2,087 2,082 0.14 %
Food and staples retailing
Ever Fresh Fruit Company, LLC (6)First lien senior secured delayed draw term loanS +6.25%10.71 %6/5/202411/17/2028$2,513 $(44)$(41)0.00 %
Ever Fresh Fruit Company, LLC (6)First lien senior secured revolving loanS +6.25%10.71 %11/17/202311/17/20281,380 (28)(22)0.00 %
Ever Fresh Fruit Company, LLCFirst lien senior secured term loanS +6.25%10.71 %11/17/202311/17/20287,289 7,131 7,171 0.47 %
Mad Rose Company, LLC (16)First lien senior secured revolving loanS +6.25%11.03 %7/28/20235/7/2026395 50 50 — %
Mad Rose Company, LLCFirst lien senior secured term loanS +6.25%11.03 %7/28/20235/7/20262,898 2,875 2,877 0.19 %
Main Street Gourmet, LLCFirst lien senior secured delayed draw term loanS +5.25%9.84 %7/28/202311/10/202541 41 41 0.00 %
Main Street Gourmet, LLC (6)First lien senior secured revolving loanS +5.25%9.84 %7/28/202311/10/202538 — — 0.00 %
Main Street Gourmet, LLCFirst lien senior secured term loanS +5.25%9.84 %7/28/202311/10/20251,093 1,091 1,089 0.07 %
NutriScience Innovations, LLC (6)(17)First lien senior secured revolving loanS +6.50%10.83 %7/28/20234/21/2026131 (1)(1)0.00 %
NutriScience Innovations, LLCFirst lien senior secured term loanS +6.50%10.83 %7/28/20234/21/20262,336 2,316 2,314 0.15 %
Qin's Buffalo, LLCFirst lien senior secured delayed draw term loanS +6.00%10.43 %5/24/20245/5/20277,933 3,360 3,369 0.22 %
Qin's Buffalo, LLCFirst lien senior secured delayed draw term loanS +6.00%10.48 %7/28/20235/5/202775 74 74 0.00 %
Qin's Buffalo, LLC (6)First lien senior secured revolving loanS +6.00%10.43 %7/28/20235/5/202738 (1)— 0.00 %
Qin's Buffalo, LLCFirst lien senior secured term loanS +6.00%10.36 %7/28/20235/5/2027526 520 520 0.03 %
SCP Beverage Buyer, LLCFirst lien senior secured revolving loanS +5.75%10.58 %7/28/202311/24/202638 37 37 0.00 %
SCP Beverage Buyer, LLCFirst lien senior secured term loanS +5.75%10.60 %7/28/202311/24/20267,112 7,064 7,046 0.46 %
Universal Pure, LLCFirst lien senior secured delayed draw term loanS +6.00%10.56 %10/31/202210/31/2028363 38 39 0.00 %
Universal Pure, LLC (18)First lien senior secured revolving loanS +6.00%10.50 %10/31/202210/31/20287,142 5,231 5,237 0.34 %
Universal Pure, LLCFirst lien senior secured term loanS +6.00%10.48 %10/31/202210/31/202817,497 17,157 17,167 1.11 %
46,911 46,967 3.04 %
Food products
The accompanying notes are an integral part of these consolidated financial statements.
46

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
BPCP WLF Intermedco LLC (6)First lien senior secured delayed draw term loanS +6.00%10.48 %8/19/20228/19/2027$5,846 $(79)$(58)0.00 %
BPCP WLF Intermedco LLC (6)First lien senior secured delayed draw term loanS +6.00%10.48 %12/20/20248/19/20287,615 (76)(76)0.00 %
BPCP WLF Intermedco LLC (6)First lien senior secured revolving loanS +6.00%10.48 %8/19/20228/19/20273,383 (46)(34)— %
BPCP WLF Intermedco LLCFirst lien senior secured term loanS +6.00%10.48 %8/19/20228/19/202724,381 24,020 24,137 1.57 %
Icelandirect, LLCFirst lien senior secured revolving loanS +6.00%11.06 %7/28/20237/30/202638 32 32 0.00 %
Icelandirect, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/20237/30/2026700 696 694 0.05 %
Starwest Botanicals Acquisition, LLCFirst lien senior secured revolving loanS +5.25%9.72 %7/28/20234/30/2028174 81 58 0.00 %
Starwest Botanicals Acquisition, LLCFirst lien senior secured term loanS +5.25%9.72 %7/28/20234/30/2028791 764 661 0.04 %
Sun Orchard, LLC (6)First lien senior secured delayed draw term loanS +5.50%9.96 %8/2/20247/8/20286,099 (106)(87)(0.01)%
Sun Orchard, LLC (6)First lien senior secured revolving loanS +5.50%9.96 %7/8/20227/8/20285,336 (80)(77)0.00 %
Sun Orchard, LLCFirst lien senior secured term loanS +5.50%9.96 %7/8/20227/8/202826,387 25,933 26,006 1.69 %
Treat Planet Acquisition, LLC (6)First lien senior secured revolving loanS +6.50%11.09 %1/11/20231/11/20281,965 (36)(34)— %
Treat Planet Acquisition, LLCFirst lien senior secured term loanS +6.50%11.09 %1/11/20231/11/20287,155 7,010 7,015 0.46 %
Westminster Cracker Company, IncFirst lien senior secured revolving loanS +6.25%10.71 %8/30/20238/30/20261,534 139 139 0.01 %
Westminster Cracker Company, IncFirst lien senior secured term loanS +6.25%10.71 %8/30/20238/30/20269,595 9,489 9,496 0.62 %
67,741 67,872 4.43 %
Gas utilities
Hydromax USA, LLCFirst lien senior secured delayed draw term loanS +6.00%10.46 %7/28/202312/30/2026$110 $107 $108 0.01 %
Hydromax USA, LLCFirst lien senior secured revolving loanS +6.00%10.62 %7/28/202312/30/2026228 40 43 0.00 %
Hydromax USA, LLCFirst lien senior secured term loanS +6.00%10.46 %7/28/202312/30/20261,191 1,163 1,176 0.08 %
1,310 1,327 0.09 %
Health care equipment and supplies
626 Holdings Equity LLCFirst lien senior secured delayed draw term loanS +6.00%10.85 %7/28/20232/14/2028$222 $220 $219 0.01 %
626 Holdings Equity LLC (6)First lien senior secured delayed draw term loanS +6.00%10.85 %4/15/20242/14/202836 — (1)— %
626 Holdings Equity LLCFirst lien senior secured revolving loanS +6.00%10.97 %7/28/20232/14/202775 71 71 — %
626 Holdings Equity LLCFirst lien senior secured term loanS +6.00%10.85 %7/28/20232/14/2028866 856 853 0.06 %
Alcresta Buyer, Inc (6)First lien senior secured delayed draw term loanS +5.50%10.02 %3/12/20243/12/203014,036 (243)(222)(0.01)%
Alcresta Buyer, Inc (6)First lien senior secured revolving loanS +5.50%10.02 %3/12/20243/12/20292,761 (48)(44)— %
Alcresta Buyer, IncFirst lien senior secured term loanS +5.50%10.02 %3/12/20243/12/203013,239 13,007 13,033 0.85 %
EMSAR Acquisition LLCFirst lien senior secured delayed draw term loanS +6.50%11.09 %7/28/20233/30/2026211 210 210 0.01 %
EMSAR Acquisition LLCFirst lien senior secured revolving loanS +6.50%11.12 %7/28/20233/30/2026134 133 133 0.01 %
EMSAR Acquisition LLCFirst lien senior secured term loanS +6.50%11.09 %7/28/20233/30/20261,026 1,015 1,018 0.07 %
Medical Technology Associates, LLC (6)First lien senior secured revolving loanS +5.50%9.83 %7/25/20227/25/20281,966 (34)(22)— %
Medical Technology Associates, LLCFirst lien senior secured term loanS +5.50%9.83 %7/25/20227/25/202822,705 22,301 22,450 1.46 %
The accompanying notes are an integral part of these consolidated financial statements.
47

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Nasco Healthcare Inc.First lien senior secured revolving loanS +5.75%10.15 %12/13/20246/30/20282,937 925 926 0.06 %
Nasco Healthcare Inc.First lien senior secured term loanS +5.75%10.15 %12/13/20246/30/202811,793 11,676 11,675 0.76 %
NWI Merger Sub, Inc (6)First lien senior secured delayed draw term loanS +5.25%9.71 %12/4/202412/4/20296,438 (127)(127)(0.01)%
NWI Merger Sub, Inc (6)First lien senior secured revolving loanS +5.25%9.71 %12/4/202412/4/20292,495 (49)(49)— %
NWI Merger Sub, IncFirst lien senior secured term loanS +5.25%9.71 %12/4/202412/4/202916,953 16,619 16,614 1.08 %
Reliable Medical Supply LLCFirst lien senior secured delayed draw term loanS +6.75%11.34 %7/28/20234/8/2025140 140 140 0.01 %
Reliable Medical Supply LLCFirst lien senior secured revolving loanS +6.75%11.60 %7/28/20234/8/20252,013 1,998 1,997 0.13 %
Reliable Medical Supply LLCFirst lien senior secured term loanS +6.75%11.35 %7/28/20234/8/20253,282 3,270 3,267 0.21 %
SCA Buyer, LLCFirst lien senior secured delayed draw term loanS +6.50%11.35 %7/28/20231/20/2026277 272 272 0.02 %
SCA Buyer, LLCFirst lien senior secured revolving loanS +6.50%11.33 %7/28/20231/20/2027133 131 131 0.01 %
SCA Buyer, LLCFirst lien senior secured term loanS +6.50%11.32 %7/28/20231/20/20263,573 3,494 3,513 0.23 %
Spectrum Solutions, LLCFirst lien senior secured delayed draw term loan
18.00% PIK
18.00 %5/3/20243/5/2026116 109 62 — %
Spectrum Solutions, LLCFirst lien senior secured delayed draw term loan
15.00% PIK
15.00 %7/28/20233/5/2026226 218 224 0.01 %
Spectrum Solutions, LLCFirst lien senior secured revolving loanS +6.25%10.95 %7/28/20233/5/2026283 155 44 — %
Spectrum Solutions, LLCFirst lien senior secured term loanS +6.25%10.84 %7/28/20233/5/2026579 526 307 0.02 %
Surplus Solutions, LLC (6)First lien senior secured delayed draw term loanS +5.25%9.84 %9/30/202411/30/20274,664 (64)(70)— %
Surplus Solutions, LLCFirst lien senior secured revolving loanS +5.25%9.84 %11/30/202211/30/20271,771 319 327 0.02 %
Surplus Solutions, LLCFirst lien senior secured term loanS +5.25%9.84 %11/30/202211/30/202716,283 15,981 16,037 1.04 %
93,081 92,988 6.05 %
Health care providers and services
ADVI Health, LLC (6)First lien senior secured revolving loanS +7.00%11.59 %11/29/202211/29/2027$1,062 $(15)$(15)0.00 %
ADVI Health, LLCFirst lien senior secured term loanS +7.00%11.59 %11/29/202211/29/20276,112 6,013 6,019 0.39 %
Advocate RCM Acquisition Corp (6)First lien senior secured revolving loanS +6.00%10.43 %12/22/202312/22/20262,902 (34)(32)0.00 %
Advocate RCM Acquisition CorpFirst lien senior secured term loanS +6.00%10.43 %12/22/202312/22/202618,226 18,000 18,017 1.17 %
Agility Intermediate, IncFirst lien senior secured delayed draw term loanS +7.00%11.59 %7/28/20234/15/2026109 107 103 0.01 %
Agility Intermediate, IncFirst lien senior secured revolving loanS +7.00%11.59 %7/28/20234/15/2026134 78 74 0.00 %
Agility Intermediate, IncFirst lien senior secured term loanS +7.00%11.59 %7/28/20234/15/2026237 233 226 0.01 %
American Family Care, LLCFirst lien senior secured delayed draw term loanS +6.00%10.43 %2/29/20242/28/20294,424 350 355 0.02 %
American Family Care, LLC (6)First lien senior secured revolving loanS +6.00%10.43 %2/29/20242/28/20291,775 (37)(35)0.00 %
American Family Care, LLCFirst lien senior secured term loanS +6.00%10.43 %2/29/20242/28/202911,516 11,267 11,284 0.73 %
ASC Ortho Management Company, LLCFirst lien senior secured delayed draw term loanS +
4.33% + 2.50% PIK
11.43 %7/28/202312/31/2026322 318 316 0.02 %
ASC Ortho Management Company, LLCFirst lien senior secured revolving loanS +7.00%11.59 %7/28/202312/31/202638 20 19 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
48

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
ASC Ortho Management Company, LLCFirst lien senior secured term loanS +
4.33% + 2.50% PIK
11.43 %7/28/202312/31/2026510 504 500 0.03 %
Ascend Plastic Surgery Partners MSO LLC (6)First lien senior secured delayed draw term loanS +5.00%9.33 %5/3/20245/3/202920,682 (359)(335)(0.02)%
Ascend Plastic Surgery Partners MSO LLC (6)First lien senior secured revolving loanS +5.00%9.33 %5/3/20245/3/20294,197 (73)(67)0.00 %
Ascend Plastic Surgery Partners MSO LLCFirst lien senior secured term loanS +5.00%9.33 %5/3/20245/3/20296,860 6,737 6,748 0.44 %
ASP Global Holdings, LLCFirst lien senior secured delayed draw term loanS +5.25%9.61 %7/31/20247/31/202919,204 13,350 13,378 0.87 %
ASP Global Holdings, LLCFirst lien senior secured revolving loanS +5.25%10.03 %7/31/20247/31/20296,555 2,065 2,074 0.13 %
ASP Global Holdings, LLCFirst lien senior secured term loanS +5.25%9.61 %7/31/20247/31/202940,969 40,358 40,268 2.61 %
Beacon Oral Specialists Management LLCFirst lien senior secured delayed draw term loanS +6.00%10.33 %7/28/202312/14/2026821 815 813 0.05 %
Beacon Oral Specialists Management LLC (6)First lien senior secured revolving loanS +6.00%10.33 %7/28/202312/14/2026188 (2)(2)— %
Beacon Oral Specialists Management LLCFirst lien senior secured term loanS +6.00%10.33 %7/28/202312/14/2026912 904 903 0.06 %
Beghou Consulting, LLC (19)First lien senior secured revolving loanS +5.00%9.34 %5/1/20235/1/20282,714 1,521 1,523 0.10 %
Beghou Consulting, LLCFirst lien senior secured term loanS +5.00%9.33 %5/1/20235/1/202815,235 14,895 14,906 0.97 %
Behavior Frontiers, LLC (6)First lien senior secured delayed draw term loanS +6.00%10.59 %4/4/20245/21/20261,306 (13)(13)0.00 %
Behavior Frontiers, LLC (6)(20)First lien senior secured revolving loanS +6.00%10.59 %7/28/20235/21/202638 (1)— 0.00 %
Behavior Frontiers, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/20235/21/2026572 557 566 0.04 %
BPCP EE Intermedco LLCFirst lien senior secured delayed draw term loanS +6.25%10.73 %4/3/20234/3/20283,182 1,982 1,984 0.13 %
BPCP EE Intermedco LLC (6)First lien senior secured revolving loanS +6.25%10.73 %4/3/20234/3/20282,244 (40)(38)— %
BPCP EE Intermedco LLCFirst lien senior secured term loanS +6.25%10.73 %4/3/20234/3/20286,428 6,302 6,306 0.41 %
Brightview, LLCFirst lien senior secured delayed draw term loanS +6.00%10.47 %7/28/202312/14/202647 47 47 0.00 %
Brightview, LLCFirst lien senior secured revolving loanS +6.00%10.47 %7/28/202312/14/202652 52 52 0.00 %
Brightview, LLCFirst lien senior secured term loanS +6.00%10.47 %7/28/202312/14/2026678 676 675 0.04 %
Canadian Orthodontic Partners Corp (7)First lien senior secured delayed draw term loan - C$15.00%15.00 %4/5/20243/19/202632 12 11 0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured delayed draw term loan - C$C +7.00%10.63 %7/28/20233/19/2026363 244 139 0.01 %
Canadian Orthodontic Partners Corp (7)First lien senior secured revolving loanS +7.00%11.59 %7/28/202312/31/2026134 129 84 0.01 %
Canadian Orthodontic Partners Corp (7)First lien senior secured revolving loan - C$C +7.00%10.63 %7/28/20233/19/2026264 193 115 0.01 %
Canadian Orthodontic Partners Corp (7)First lien senior secured revolving loan - C$C +7.00%10.63 %3/19/202112/31/202664 47 28 0.00 %
Canadian Orthodontic Partners Corp (7)First lien senior secured term loan - C$C +7.00%10.63 %7/28/20233/19/2026276 200 120 0.01 %
Change Academy at Lake of the Ozarks, LLCFirst lien senior secured revolving loanS +5.25%10.64 %8/2/20228/2/20275,898 5,837 5,842 0.38 %
Change Academy at Lake of the Ozarks, LLCFirst lien senior secured term loanS +5.25%9.73 %8/2/20228/2/202731,320 30,956 30,980 2.01 %
CNS Purchaser, LLC (6)First lien senior secured delayed draw term loanS +5.50%9.82 %12/30/202412/30/202911,025 (83)(83)(0.01)%
The accompanying notes are an integral part of these consolidated financial statements.
49

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
CNS Purchaser, LLCFirst lien senior secured revolving loanS +5.50%9.82 %12/30/202412/30/20294,246 927 927 0.06 %
CNS Purchaser, LLCFirst lien senior secured term loanS +5.50%9.82 %12/30/202412/30/202938,587 38,009 38,009 2.47 %
Community Care Partners, LLCFirst lien senior secured delayed draw term loanS +6.00%10.47 %7/28/20236/10/2026164 163 161 0.01 %
Community Care Partners, LLCFirst lien senior secured revolving loanS +6.00%10.62 %7/28/20236/10/202675 52 51 0.00 %
Community Care Partners, LLCFirst lien senior secured term loanS +6.00%10.47 %7/28/20236/10/2026934 931 920 0.06 %
Dermatology Medical Partners OpCo LLCFirst lien senior secured delayed draw term loanS +6.50%11.09 %7/28/202310/29/202664 64 64 0.00 %
Dermatology Medical Partners OpCo LLCFirst lien senior secured revolving loanS +6.50%11.09 %7/28/202310/29/202638 29 28 0.00 %
Dermatology Medical Partners OpCo LLCFirst lien senior secured term loanS +6.50%11.09 %7/28/202310/29/2026257 255 254 0.02 %
EH Management Company, LLC (6)First lien senior secured revolving loanS +5.50%10.09 %7/28/20237/15/202638 — — — %
EH Management Company, LLCFirst lien senior secured term loanS +5.50%10.09 %7/28/20237/15/20264,461 4,431 4,429 0.29 %
Endodontic Practice Partners, LLCFirst lien senior secured delayed draw term loanS +5.75%10.34 %11/2/202211/2/202716,787 16,596 16,614 1.08 %
Endodontic Practice Partners, LLCFirst lien senior secured delayed draw term loanS +5.75%10.44 %4/9/202411/2/202713,778 3,332 3,371 0.22 %
Endodontic Practice Partners, LLCFirst lien senior secured revolving loanS +5.75%10.34 %11/2/202211/2/20271,956 758 762 0.05 %
Endodontic Practice Partners, LLCFirst lien senior secured term loanS +5.75%10.34 %11/2/202211/2/202715,276 15,078 15,118 0.98 %
FYZICAL Buyer, LLCFirst lien senior secured revolving loanS +5.25%9.61 %6/26/20246/26/20282,710 1,019 1,023 0.07 %
FYZICAL Buyer, LLCFirst lien senior secured term loanS +5.25%9.61 %6/26/20246/26/202818,909 18,631 18,664 1.21 %
Geriatric Medical and Surgical Supply, LLC (6)First lien senior secured revolving loanS +6.00%10.33 %7/28/202312/21/2025300 (3)(3)0.00 %
Geriatric Medical and Surgical Supply, LLCFirst lien senior secured term loanS +6.00%10.33 %7/28/202312/21/202520,042 19,845 19,827 1.29 %
Golden Bear PT Partners, LLCFirst lien senior secured delayed draw term loanS +6.50%11.09 %7/28/202310/22/2026174 171 170 0.01 %
Golden Bear PT Partners, LLCFirst lien senior secured revolving loanS +6.50%11.07 %7/28/202310/22/202638 26 25 0.00 %
Golden Bear PT Partners, LLCFirst lien senior secured term loanS +6.50%11.09 %7/28/202310/22/20261,491 1,468 1,461 0.09 %
Guardian Dentistry Practice Management, LLCFirst lien senior secured delayed draw term loanS +5.25%9.72 %7/28/20238/20/2026368 366 365 0.02 %
Guardian Dentistry Practice Management, LLC (6)First lien senior secured revolving loanS +5.25%9.72 %7/28/20238/20/20274,188 (45)(39)0.00 %
Guardian Dentistry Practice Management, LLCFirst lien senior secured term loanS +5.25%9.72 %7/28/20238/20/2027384 382 381 0.02 %
H2 Holdco, IncFirst lien senior secured delayed draw term loanS +6.00%10.59 %5/5/20235/5/20287,217 7,042 7,134 0.46 %
H2 Holdco, IncFirst lien senior secured delayed draw term loanS +6.00%10.50 %6/25/20245/5/202819,004 11,768 11,819 0.77 %
H2 Holdco, Inc (6)First lien senior secured delayed draw term loanS +6.00%10.48 %12/20/20245/5/20287,560 (113)(88)(0.01)%
H2 Holdco, Inc (21)First lien senior secured revolving loanS +6.00%11.55 %5/5/20235/5/20282,544 342 374 0.02 %
H2 Holdco, IncFirst lien senior secured term loanS +6.00%10.59 %5/5/20235/5/202817,970 17,490 17,761 1.15 %
H2 Holdco, IncFirst lien senior secured term loanS +6.00%10.48 %12/20/20245/5/2028907 894 897 0.06 %
IMA Group Management Company, LLC (6)First lien senior secured delayed draw term loanS +6.75%11.49 %7/28/20236/30/2028174 (3)(3)— %
IMA Group Management Company, LLCFirst lien senior secured revolving loanS +6.75%11.21 %7/28/20236/30/202835 17 17 — %
The accompanying notes are an integral part of these consolidated financial statements.
50

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
IMA Group Management Company, LLCFirst lien senior secured term loanS +6.75%11.49 %7/28/20236/30/2028845 830 829 0.05 %
IPC Pain Acquisition, LLCFirst lien senior secured delayed draw term loanS +5.75%10.34 %5/19/20225/19/20279,857 9,815 9,782 0.63 %
IPC Pain Acquisition, LLC (6)First lien senior secured revolving loanS +5.75%10.34 %5/19/20225/19/20271,140 (8)(7)— %
IPC Pain Acquisition, LLCFirst lien senior secured term loanS +5.75%10.34 %5/19/20225/19/20272,902 2,877 2,880 0.19 %
MS Pain, LLC (6)First lien senior secured delayed draw term loanS +5.50%9.96 %12/4/202412/4/20296,038 (119)(119)(0.01)%
MS Pain, LLC (6)First lien senior secured revolving loanS +5.50%9.96 %12/4/202412/4/2029861 (17)(17)— %
MS Pain, LLCFirst lien senior secured term loanS +5.50%9.96 %12/4/202412/4/20293,381 3,314 3,313 0.21 %
MWEC Management, LLCFirst lien senior secured delayed draw term loanS +5.75%10.11 %2/14/20232/14/20281,426 421 431 0.03 %
MWEC Management, LLC (6)First lien senior secured delayed draw term loanS +5.75%10.11 %7/3/20242/14/20282,532 (33)(29)— %
MWEC Management, LLCFirst lien senior secured revolving loanS +5.75%10.11 %2/14/20232/14/20281,924 1,227 1,244 0.08 %
MWEC Management, LLCFirst lien senior secured term loanS +5.75%10.11 %2/14/20232/14/202814,885 14,581 14,712 0.95 %
Network Partners Acquisitions, LLC (6)First lien senior secured revolving loanS +6.00%10.59 %7/28/202312/30/202638 — — — %
Network Partners Acquisitions, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/202312/30/2026266 265 264 0.02 %
Peak Dental Services, LLCFirst lien senior secured delayed draw term loanS +6.75%12.15 %7/28/202312/31/202557 57 57 0.00 %
Peak Dental Services, LLCFirst lien senior secured delayed draw term loanS +6.75%11.61 %7/28/202312/31/2025514 512 511 0.03 %
Peak Dental Services, LLCFirst lien senior secured revolving loanS +6.75%11.55 %7/28/202312/31/2025133 132 132 0.01 %
Peak Dental Services, LLCFirst lien senior secured term loanS +6.75%11.41 %7/28/202312/31/2025573 571 570 0.04 %
Peak Investment Holdings, LLC (6)First lien senior secured delayed draw term loanS +7.00%11.59 %7/28/202312/31/2025113 (1)(2)— %
Peak Investment Holdings, LLCFirst lien senior secured revolving loanS +7.00%11.59 %7/28/202312/31/2025324 160 157 0.01 %
Peak Investment Holdings, LLCFirst lien senior secured term loanS +7.00%11.59 %7/28/202312/31/20251,196 1,192 1,178 0.08 %
PharmaForceIQ INC. (6)First lien senior secured revolving loanS +5.25%9.84 %8/2/20248/2/20292,093 (38)(35)— %
PharmaForceIQ INC.First lien senior secured term loanS +5.25%9.84 %8/2/20248/2/202913,682 13,427 13,446 0.87 %
PRM MANAGEMENT COMPANY, LLC (6)First lien senior secured delayed draw term loanS +6.75%11.44 %1/25/20241/25/20291,180 (26)(25)— %
PRM MANAGEMENT COMPANY, LLC (6)First lien senior secured revolving loanS +6.75%11.44 %1/25/20241/25/2029789 (18)(17)— %
PRM MANAGEMENT COMPANY, LLCFirst lien senior secured term loanS +6.75%11.44 %1/25/20241/25/20294,123 4,025 4,029 0.26 %
Purpose Home Health Acquisition, LLCFirst lien senior secured delayed draw term loanS +5.50%10.14 %3/8/202411/3/20278,081 7,970 7,982 0.52 %
Purpose Home Health Acquisition, LLCFirst lien senior secured delayed draw term loanS +5.50%9.85 %11/3/202211/3/20276,764 6,656 6,679 0.43 %
Purpose Home Health Acquisition, LLC (6)First lien senior secured delayed draw term loanS +5.50%9.91 %12/23/202411/3/20279,072 (113)(113)(0.01)%
Purpose Home Health Acquisition, LLC (6)First lien senior secured revolving loanS +5.50%9.91 %11/3/202211/3/20271,956 (31)(24)0.00 %
Purpose Home Health Acquisition, LLCFirst lien senior secured term loanS +5.50%9.91 %11/3/202211/3/202717,510 17,249 17,291 1.12 %
Revival Animal Health, LLCFirst lien senior secured revolving loanS +6.00%10.78 %7/28/20234/6/2026131 78 77 — %
The accompanying notes are an integral part of these consolidated financial statements.
51

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Revival Animal Health, LLCFirst lien senior secured term loanS +6.00%10.72 %7/28/20234/6/202616,422 16,246 16,271 1.06 %
RMS Health Care Management, LLCFirst lien senior secured delayed draw term loanS +6.75%11.79 %10/6/202310/6/20262,700 1,351 1,352 0.09 %
RMS Health Care Management, LLCFirst lien senior secured revolving loanS +6.75%11.55 %10/6/202310/6/2026920 601 602 0.04 %
RMS Health Care Management, LLCFirst lien senior secured term loanS +6.75%11.42 %10/6/202310/6/20264,277 4,214 4,216 0.27 %
RQM Buyer, IncFirst lien senior secured delayed draw term loanS +
2.00% + 4.75% PIK
11.34 %7/28/20238/12/202682 82 79 0.01 %
RQM Buyer, IncFirst lien senior secured revolving loanS +
2.00% + 4.75% PIK
11.34 %7/28/20238/12/2026124 122 119 0.01 %
RQM Buyer, IncFirst lien senior secured term loanS +
2.00% + 4.75% PIK
11.34 %7/28/20238/12/20261,710 1,691 1,639 0.11 %
Sage Dental Management, LLCFirst lien senior secured delayed draw term loanS +5.25%9.76 %9/25/20246/30/20269,143 1,483 1,497 0.10 %
Sage Dental Management, LLCFirst lien senior secured revolving loanS +5.25%9.68 %9/25/20246/30/20268,220 3,004 3,016 0.20 %
Sage Dental Management, LLCFirst lien senior secured term loanS +5.25%9.58 %9/25/20246/30/202658,246 57,883 57,984 3.76 %
SAMGI Buyer, Inc (6)First lien senior secured revolving loanS +5.50%10.09 %7/28/20234/14/2025138 — — — %
SAMGI Buyer, IncFirst lien senior secured term loanS +5.50%10.09 %7/28/20234/14/2025392 392 391 0.03 %
SCP ENT and Allergy Services, LLCFirst lien senior secured delayed draw term loanS +6.00%10.59 %7/28/20239/25/2026156 154 154 0.01 %
SCP ENT and Allergy Services, LLCFirst lien senior secured revolving loanS +6.00%10.59 %7/28/20239/25/2026256 202 202 0.01 %
SCP ENT and Allergy Services, LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/20239/25/20262,726 2,702 2,694 0.17 %
Signature Dental Partners LLCFirst lien senior secured delayed draw term loanS +5.75%10.34 %7/28/202310/29/2026176 174 174 0.01 %
Signature Dental Partners LLCFirst lien senior secured delayed draw term loanS +5.75%10.34 %4/22/202410/29/202617,218 6,464 6,460 0.42 %
Signature Dental Partners LLCFirst lien senior secured revolving loanP +4.75%12.25 %7/28/202310/29/202638 13 13 — %
Signature Dental Partners LLCFirst lien senior secured term loanS +5.75%10.34 %7/28/202310/29/20264,264 4,217 4,216 0.27 %
Signature MD, IncFirst lien senior secured delayed draw term loanS +5.75%10.08 %7/15/20247/15/20276,964 1,912 1,921 0.12 %
Signature MD, Inc (6)First lien senior secured revolving loanS +5.75%10.08 %7/15/20247/15/20273,297 (35)(31)0.00 %
Signature MD, IncFirst lien senior secured term loanS +5.75%10.08 %7/15/20247/15/202718,348 18,142 18,179 1.18 %
Silver Falls MSO, LLCFirst lien senior secured revolving loanS +6.75%11.45 %7/28/20238/30/2024235 222 218 0.01 %
Silver Falls MSO, LLCFirst lien senior secured term loanS +
4.25% + 2.25% PIK
11.45 %7/28/20238/30/20241,323 1,291 1,299 0.08 %
SimiTree Acquisition, LLCFirst lien senior secured delayed draw term loanS +
5.25% + 1.75% PIK
11.78 %7/28/20235/17/2026884 882 868 0.06 %
SimiTree Acquisition, LLCFirst lien senior secured revolving loanS +7.00%11.78 %7/28/20235/17/2026178 49 46 0.00 %
SimiTree Acquisition, LLCFirst lien senior secured term loanS +
5.25% + 1.75% PIK
11.78 %7/28/20235/17/20261,230 1,225 1,207 0.08 %
The accompanying notes are an integral part of these consolidated financial statements.
52

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
SIMKO Merger Sub LLCFirst lien senior secured delayed draw term loanS +6.00%10.59 %7/28/20234/7/2027182 179 179 0.01 %
SIMKO Merger Sub LLCFirst lien senior secured delayed draw term loanS +6.00%10.78 %9/19/20234/7/20276,758 1,864 1,867 0.12 %
SIMKO Merger Sub LLCFirst lien senior secured revolving loanS +6.00%10.95 %7/28/20234/7/202756 25 26 0.00 %
SIMKO Merger Sub LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/20234/7/2027644 637 636 0.04 %
Southeast Primary Care Partners, LLCFirst lien senior secured delayed draw term loanS +6.25%10.84 %7/28/202312/30/2025512 510 509 0.03 %
Southeast Primary Care Partners, LLCFirst lien senior secured revolving loanS +6.25%10.84 %7/28/202312/30/2025225 74 74 0.00 %
Southeast Primary Care Partners, LLCFirst lien senior secured term loanS +6.25%10.84 %7/28/202312/30/2025845 841 839 0.05 %
Southern Orthodontic Partners Management, LLCFirst lien senior secured delayed draw term loanS +5.25%9.58 %7/28/20237/27/2026187 187 186 0.01 %
Southern Orthodontic Partners Management, LLCFirst lien senior secured delayed draw term loanS +5.25%9.59 %5/17/20247/27/20263,990 2,149 2,150 0.14 %
Southern Orthodontic Partners Management, LLC (6)First lien senior secured delayed draw term loanS +5.25%9.58 %5/17/20247/27/20263,990 (29)(28)0.00 %
Southern Orthodontic Partners Management, LLCFirst lien senior secured revolving loanS +5.25%9.57 %7/28/20231/27/2026171 69 68 0.00 %
Southern Orthodontic Partners Management, LLCFirst lien senior secured term loanS +5.25%9.58 %7/28/20237/27/20263,024 3,010 3,003 0.19 %
Southern Sports Medicine Partners, LLCFirst lien senior secured revolving loanS +8.00%12.85 %7/28/20232/23/202760 31 30 0.00 %
Southern Sports Medicine Partners, LLCFirst lien senior secured term loanS +
4.00% + 4.00% PIK
12.85 %7/28/20232/23/2027691 672 662 0.04 %
Spear Education Holdings, LLC (6)First lien senior secured revolving loanS +5.25%9.73 %6/26/202412/15/20287,290 (81)(69)0.00 %
Spear Education Holdings, LLCFirst lien senior secured term loanS +5.25%9.73 %6/26/202412/15/202847,382 46,854 46,938 3.05 %
Star Dental Partners LLCFirst lien senior secured delayed draw term loanS +5.25%9.61 %12/22/202312/22/202811,001 8,877 8,937 0.58 %
Star Dental Partners LLC (6)First lien senior secured delayed draw term loanS +5.25%9.61 %11/8/202412/22/202812,076 (204)(204)(0.01)%
Star Dental Partners LLC (6)First lien senior secured revolving loanS +5.25%9.61 %12/22/202312/22/20281,451 (32)(24)0.00 %
Star Dental Partners LLCFirst lien senior secured term loanS +5.25%9.61 %12/22/202312/22/202815,228 14,909 14,971 0.97 %
THE CHEMPETITIVE GROUP, LLCFirst lien senior secured delayed draw term loanS +5.75%10.11 %3/22/20243/22/202911,998 1,290 1,306 0.08 %
THE CHEMPETITIVE GROUP, LLC (6)First lien senior secured revolving loanS +5.75%10.11 %3/22/20243/22/20293,414 (58)(53)0.00 %
THE CHEMPETITIVE GROUP, LLCFirst lien senior secured term loanS +5.75%10.11 %3/22/20243/22/202913,671 13,426 13,448 0.87 %
Transitions Intermediate Holdings, LLC (6)First lien senior secured delayed draw term loanS +6.00%10.33 %10/25/202410/25/2027687 (8)(8)0.00 %
Transitions Intermediate Holdings, LLC (6)First lien senior secured revolving loanS +6.00%10.33 %10/25/202410/25/20271,078 (13)(13)0.00 %
Transitions Intermediate Holdings, LLCFirst lien senior secured term loanS +6.00%10.33 %10/25/202410/25/20277,328 7,238 7,238 0.47 %
U.S. Urology Partners, LLC (6)First lien senior secured revolving loanS +6.25%10.71 %11/8/202311/8/20261,401 (13)(12)0.00 %
U.S. Urology Partners, LLCFirst lien senior secured term loanS +6.25%10.71 %11/8/202311/8/202611,600 11,485 11,497 0.75 %
US Foot and Ankle Specialists, LLCFirst lien senior secured delayed draw term loanS +5.50%10.09 %9/15/20229/15/202614,037 13,919 13,932 0.90 %
US Foot and Ankle Specialists, LLC (6)First lien senior secured revolving loanS +5.50%10.09 %9/15/20229/15/20262,699 (25)(23)0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
53

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
US Foot and Ankle Specialists, LLCFirst lien senior secured term loanS +5.50%10.09 %9/15/20229/15/202619,472 19,270 19,283 1.25 %
Varsity DuvaSawko Operating CorpFirst lien senior secured delayed draw term loanS +6.00%10.85 %7/28/202311/27/202463 63 63 0.00 %
Varsity DuvaSawko Operating CorpFirst lien senior secured revolving loanS +6.00%10.85 %7/28/202311/27/20245,189 1,697 1,669 0.11 %
Varsity DuvaSawko Operating CorpFirst lien senior secured term loanS +6.00%10.85 %7/28/202311/27/202458,822 58,451 58,150 3.77 %
Varsity Rejuvenate Management, LLCFirst lien senior secured delayed draw term loanS +6.00%10.67 %12/29/20239/1/20287,124 3,151 3,158 0.20 %
Varsity Rejuvenate Management, LLC (6)First lien senior secured revolving loanS +6.00%10.48 %9/1/20239/1/20281,245 (27)(23)0.00 %
Varsity Rejuvenate Management, LLCFirst lien senior secured term loanS +6.00%10.48 %9/1/20239/1/20285,958 5,830 5,847 0.38 %
VersiCare Management LLC (6)First lien senior secured delayed draw term loanS +5.50%10.02 %11/25/202411/25/20294,529 (89)(89)(0.01)%
VersiCare Management LLC (6)First lien senior secured revolving loanS +5.50%10.02 %11/25/202411/25/20291,505 (30)(30)0.00 %
VersiCare Management LLCFirst lien senior secured term loanS +5.50%10.02 %11/25/202411/25/20297,849 7,696 7,694 0.50 %
VetEvolve Holdings, LLCFirst lien senior secured delayed draw term loanS +5.25%9.61 %10/12/202310/12/202811,614 5,624 5,636 0.37 %
VetEvolve Holdings, LLC (6)First lien senior secured revolving loanS +5.25%9.61 %10/12/202310/12/20283,067 (62)(59)0.00 %
VetEvolve Holdings, LLCFirst lien senior secured term loanS +5.25%9.61 %10/12/202310/12/20289,120 8,920 8,934 0.58 %
Western Veterinary Partners LLCFirst lien senior secured delayed draw term loanS +5.00%9.33 %7/28/202310/29/2027498 494 492 0.03 %
Western Veterinary Partners LLCFirst lien senior secured delayed draw term loanS +5.00%9.33 %9/27/202410/29/202724,383 3,200 3,250 0.21 %
Western Veterinary Partners LLC (6)First lien senior secured revolving loanS +5.00%9.33 %7/28/202310/29/202724 — — — %
Western Veterinary Partners LLCFirst lien senior secured term loanS +5.00%9.33 %7/28/202310/29/20279,396 9,275 9,286 0.60 %
784,918 785,633 50.92 %
Health care technology
AHR Intermediate, IncFirst lien senior secured delayed draw term loanS +5.75%10.08 %7/29/20227/29/2027$5,243 $5,203 $5,194 0.34 %
AHR Intermediate, Inc (6)First lien senior secured delayed draw term loanS +5.75%10.09 %12/16/20247/29/20277,896 (79)(46)0.00 %
AHR Intermediate, IncFirst lien senior secured revolving loanS +5.50%10.08 %7/29/20227/29/20277,858 1,884 1,922 0.12 %
AHR Intermediate, IncFirst lien senior secured term loanS +5.75%10.09 %7/29/20227/29/202732,021 31,788 31,833 2.07 %
Millennia Patient Services, LLCFirst lien senior secured revolving loanS +6.50%12.52 %7/28/20233/8/2026134 79 79 0.01 %
Millennia Patient Services, LLCFirst lien senior secured term loanS +6.50%11.09 %7/28/20233/8/2026970 966 964 0.06 %
39,841 39,946 2.60 %
Household durables
CPS Power Buyer, LLCFirst lien senior secured delayed draw term loanS +5.50%9.83 %10/20/20239/26/2027$2,298 $124 $117 0.01 %
CPS Power Buyer, LLCFirst lien senior secured delayed draw term loanS +5.50%10.06 %9/26/20229/26/20272,977 2,926 2,911 0.19 %
CPS Power Buyer, LLCFirst lien senior secured revolving loanS +5.50%9.95 %9/26/20229/26/20273,036 2,034 2,019 0.13 %
CPS Power Buyer, LLCFirst lien senior secured term loanS +5.50%10.00 %9/26/20229/26/202712,848 12,575 12,561 0.81 %
Kravet Design LLC (6)First lien senior secured revolving loanS +5.25%9.77 %11/26/202411/26/20304,349 (64)(64)0.00 %
Kravet Design LLCFirst lien senior secured term loanS +5.25%9.77 %11/26/202411/26/203020,940 20,631 20,629 1.34 %
The accompanying notes are an integral part of these consolidated financial statements.
54

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Kwalu, LLCFirst lien senior secured revolving loanP +4.50%12.00 %9/23/20229/23/20275,061 944 962 0.06 %
Kwalu, LLCFirst lien senior secured term loanS +5.50%10.09 %9/23/20229/23/202730,284 29,877 29,981 1.95 %
MacKenzie Childs Acquisition, Inc (6)First lien senior secured revolving loanS +6.00%10.74 %9/2/20229/2/20273,374 (27)(24)0.00 %
MacKenzie Childs Acquisition, IncFirst lien senior secured term loanS +6.00%10.48 %9/2/20229/2/202716,035 15,906 15,922 1.03 %
Renovation Systems, LLCFirst lien senior secured delayed draw term loanS +6.00%10.33 %1/23/20231/23/20285,743 5,614 5,685 0.37 %
Renovation Systems, LLCFirst lien senior secured delayed draw term loanS +6.00%10.33 %1/12/20241/23/20281,992 1,955 1,972 0.13 %
Renovation Systems, LLCFirst lien senior secured delayed draw term loanS +6.00%10.33 %7/29/20241/23/20285,752 5,655 5,695 0.37 %
Renovation Systems, LLCFirst lien senior secured delayed draw term loanS +6.00%10.36 %11/27/20241/23/20283,579 1,675 1,682 0.11 %
Renovation Systems, LLCFirst lien senior secured revolving loanS +6.00%10.33 %1/23/20231/23/20282,633 1,127 1,158 0.08 %
Renovation Systems, LLCFirst lien senior secured term loanS +6.00%10.33 %1/23/20231/23/202832,698 32,095 32,371 2.10 %
Storm Smart Buyer LLCFirst lien senior secured revolving loanS +6.00%11.78 %7/28/20234/5/2026131 104 104 0.01 %
Storm Smart Buyer LLCFirst lien senior secured term loanS +6.00%10.59 %7/28/20234/5/2026889 886 884 0.06 %
Trademark Global, LLCFirst lien senior secured revolving loanS +8.50%13.09 %7/28/20236/30/2027113 91 48 0.00 %
Trademark Global, LLCFirst lien senior secured revolving loanS +8.50%13.09 %7/30/20216/30/202720 19 12 0.00 %
Trademark Global, LLCFirst lien senior secured term loanS +8.50%13.09 %7/28/20236/30/20272,175 2,027 1,285 0.08 %
136,174 135,910 8.83 %
Industrial Conglomerates
Hultec Buyer, LLCFirst lien senior secured revolving loanS +5.50%9.85 %3/31/20233/31/2029$3,915 $534 $538 0.03 %
Hultec Buyer, LLCFirst lien senior secured term loanS +5.50%10.09 %3/31/20233/31/202914,171 13,818 13,832 0.90 %
14,352 14,370 0.93 %
Insurance
Superior Insurance Partners LLCFirst lien senior secured delayed draw term loanS +5.00%9.50 %10/25/202410/25/2029$15,236 $1,885 $1,885 0.12 %
Superior Insurance Partners LLC (6)First lien senior secured revolving loanS +5.00%9.63 %10/25/202410/25/20291,347 (26)(26)0.00 %
Superior Insurance Partners LLCFirst lien senior secured term loanS +5.00%9.63 %10/25/202410/25/20299,353 9,170 9,169 0.59 %
11,029 11,028 0.71 %
Interactive Media & Services
Duggal Acquisition, LLC (6)First lien senior secured delayed draw term loanS +4.75%9.08 %9/30/20249/30/2030$5,224 $(50)$(39)0.00 %
Duggal Acquisition, LLCFirst lien senior secured revolving loanS +4.75%9.08 %9/30/20249/30/20307,319 1,324 1,336 0.09 %
Duggal Acquisition, LLCFirst lien senior secured term loanS +4.75%9.08 %9/30/20249/30/203020,582 20,180 20,222 1.31 %
21,454 21,519 1.40 %
Internet and direct marketing retail
Aquatic Sales Solutions, LLCFirst lien senior secured revolving loanS +7.00%11.48 %7/28/202312/18/2025$191 $119 $94 0.01 %
Aquatic Sales Solutions, LLCFirst lien senior secured term loanS +
3.00% + 4.00% PIK
11.48 %7/28/202312/18/20252,696 2,665 2,315 0.15 %
DealerOn Holdco, Inc (6)First lien senior secured revolving loanS +6.00%10.47 %7/28/20235/19/2026314 (2)(3)0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
55

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
DealerOn Holdco, IncFirst lien senior secured term loanS +6.00%10.47 %7/28/20235/19/202620,599 20,599 20,391 1.32 %
23,381 22,797 1.48 %
IT services
BSC Top Shelf Blocker LLC (6)First lien senior secured revolving loanS +5.25%9.58 %6/28/20246/28/2029$2,256 $(35)$(32)0.00 %
BSC Top Shelf Blocker LLCFirst lien senior secured term loanS +5.25%9.58 %6/28/20246/28/202916,071 15,813 15,841 1.03 %
E-Phoenix Acquisition Co. IncFirst lien senior secured revolving loanS +5.50%9.96 %7/28/20236/23/202775 22 22 0.00 %
E-Phoenix Acquisition Co. IncFirst lien senior secured term loanS +5.50%9.98 %7/28/20236/23/20271,346 1,342 1,339 0.09 %
FreshAddress, LLC (6)First lien senior secured revolving loanS +5.25%9.73 %7/28/202310/5/202530 — — — %
FreshAddress, LLCFirst lien senior secured term loanS +5.25%9.73 %7/28/202310/5/20251,630 1,627 1,624 0.11 %
Icreon Holdings, LLC (6)First lien senior secured revolving loanS +6.50%10.97 %10/26/202210/26/20271,071 (16)(16)— %
Icreon Holdings, LLCFirst lien senior secured term loanS +6.50%10.97 %10/26/202210/26/202713,053 12,836 12,860 0.83 %
P and R Dental Strategies, LLCFirst lien senior secured revolving loanS +5.25%9.84 %7/28/202312/22/202623 — %
P and R Dental Strategies, LLCFirst lien senior secured term loanS +5.25%9.84 %7/28/202312/22/2026621 617 615 0.04 %
Palmetto Technology Group, LLCFirst lien senior secured delayed draw term loanS +5.75%10.11 %1/3/20241/3/202910,806 10,633 10,641 0.69 %
Palmetto Technology Group, LLCFirst lien senior secured delayed draw term loanS +5.75%10.11 %2/26/20241/3/20299,413 2,335 2,347 0.15 %
Palmetto Technology Group, LLC (6)First lien senior secured revolving loanS +5.75%10.11 %1/3/20241/3/20292,860 (46)(44)0.00 %
Palmetto Technology Group, LLCFirst lien senior secured term loanS +5.75%10.11 %1/3/20241/3/20296,309 6,204 6,208 0.40 %
White Label Communications,LLC (6)First lien senior secured revolving loanS +6.00%10.36 %10/11/202310/11/20291,534 (27)(25)— %
White Label Communications,LLCFirst lien senior secured term loanS +6.00%10.36 %10/11/202310/11/20294,690 4,601 4,607 0.30 %
55,910 55,991 3.64 %
Leisure equipment and products
Champion Motorsports Group, LLC (6)First lien senior secured revolving loanP +5.25%13.00 %7/28/202310/8/2026$56 $— $(1)0.00 %
Champion Motorsports Group, LLCFirst lien senior secured term loanS +6.25%10.72 %7/28/202310/8/20261,654 1,643 1,637 0.11 %
MacNeill Pride Group CorpFirst lien senior secured delayed draw term loanS +6.75%11.34 %7/28/20234/22/202652 52 51 0.00 %
MacNeill Pride Group CorpFirst lien senior secured delayed draw term loanS +6.75%11.34 %7/28/20234/22/2026301 301 300 0.02 %
MacNeill Pride Group CorpFirst lien senior secured revolving loanS +6.75%11.34 %7/28/20234/22/2026287 71 71 0.00 %
MacNeill Pride Group CorpFirst lien senior secured term loanS +6.75%11.34 %7/28/20234/22/2026808 807 805 0.05 %
TruBlue LLC (6)First lien senior secured delayed draw term loanS +5.50%9.86 %1/11/20241/11/20292,331 (38)(35)0.00 %
TruBlue LLC (6)First lien senior secured revolving loanS +5.50%9.86 %1/11/20241/11/20291,430 (23)(21)0.00 %
TruBlue LLCFirst lien senior secured term loanS +5.50%9.86 %1/11/20241/11/20295,173 5,085 5,092 0.33 %
7,898 7,899 0.51 %
Leisure products
PHGP MB Purchaser, IncFirst lien senior secured delayed draw term loanS +
6.00% + 0.50% PIK
11.22 %7/28/20235/20/2027$80 $79 $73 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
56

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
PHGP MB Purchaser, Inc (22)First lien senior secured revolving loanS +
6.00% + 0.50% PIK
11.09 %7/28/20235/20/202775 16 10 0.00 %
PHGP MB Purchaser, IncFirst lien senior secured term loanS +
6.00% + 0.50% PIK
11.08 %7/28/20235/20/20271,088 1,075 992 0.06 %
1,170 1,075 0.06 %
Life sciences tools and services
Aptitude Health Holdings, LLCFirst lien senior secured revolving loanS +5.25%9.59 %7/28/20235/3/2026$267 $39 $39 0.00 %
Aptitude Health Holdings, LLCFirst lien senior secured term loanS +5.25%9.84 %7/28/20235/3/20261,081 1,073 1,074 0.07 %
CR Services Intermediate, LLCFirst lien senior secured delayed draw term loanS +6.50%11.28 %7/28/20237/28/2028186 118 119 0.01 %
CR Services Intermediate, LLCFirst lien senior secured revolving loanS +6.50%11.28 %7/28/20237/28/202838 0.00 %
CR Services Intermediate, LLCFirst lien senior secured term loanS +6.50%11.35 %7/28/20237/28/2028225 219 220 0.01 %
CR Services Intermediate, LLC (7)First lien senior secured term loanS +6.50%11.35 %7/28/20237/28/2028225 219 220 0.01 %
ERG Buyer, LLCFirst lien senior secured delayed draw term loanS +6.25%10.77 %2/26/20242/26/2026343 340 340 0.02 %
ERG Buyer, LLCFirst lien senior secured revolving loanS +6.25%10.69 %2/26/20242/26/20265,181 5,136 5,133 0.33 %
ERG Buyer, LLCFirst lien senior secured term loanS +6.25%10.77 %2/26/20242/26/202636,056 35,715 35,724 2.32 %
42,866 42,876 2.77 %
Machinery
Abrasive Technology Intermediate, LLCFirst lien senior secured revolving loanS +6.25%10.90 %7/28/20234/30/2026$173 $68 $68 0.00 %
Abrasive Technology Intermediate, LLCFirst lien senior secured term loanS +6.25%11.08 %7/28/20234/30/20261,985 1,966 1,967 0.13 %
Bakery Manufacturing Company (6)First lien senior secured revolving loanS +5.25%9.61 %11/1/202411/1/20282,898 (43)(43)0.00 %
Bakery Manufacturing CompanyFirst lien senior secured term loanS +5.25%9.61 %11/1/202411/1/202817,289 17,033 17,032 1.11 %
DNS-IMI Acquisition CorpFirst lien senior secured revolving loanP +4.25%11.75 %7/28/202311/23/202656 18 18 0.00 %
DNS-IMI Acquisition CorpFirst lien senior secured term loanS +5.25%9.73 %7/28/202311/23/20261,415 1,407 1,403 0.09 %
Double E Company, LLCFirst lien senior secured revolving loanS +6.75%11.47 %6/21/20226/21/20283,110 2,827 2,532 0.16 %
Double E Company, LLCFirst lien senior secured term loanS +
4.00% + 2.75% PIK
12.47 %6/21/20226/21/202818,651 18,516 16,721 1.08 %
Kittyhawk, Inc (6)First lien senior secured revolving loanS +5.25%9.58 %5/1/20245/1/20293,571 (62)(57)0.00 %
Kittyhawk, IncFirst lien senior secured term loanS +5.25%9.58 %5/1/20245/1/202915,177 14,904 14,925 0.97 %
L&J Holding Company LLC (6)First lien senior secured delayed draw term loanS +4.75%9.34 %7/29/20247/29/20309,823 (91)(72)0.00 %
L&J Holding Company LLC (6)First lien senior secured revolving loanS +4.75%9.34 %7/29/20247/29/20302,204 (41)(37)0.00 %
L&J Holding Company LLCFirst lien senior secured term loanS +4.75%9.34 %7/29/20247/29/203011,758 11,531 11,556 0.75 %
My Buyer, LLC (6)First lien senior secured delayed draw term loanS +5.50%9.83 %1/26/20241/25/20303,139 (53)(49)0.00 %
My Buyer, LLCFirst lien senior secured revolving loanS +5.50%9.83 %1/26/20241/25/20302,360 825 829 0.05 %
My Buyer, LLCFirst lien senior secured term loanS +5.50%9.83 %1/26/20241/25/20307,870 7,730 7,741 0.50 %
SPG Holdco, LLC (6)First lien senior secured revolving loanS +6.00%10.50 %12/1/202312/1/20282,070 (41)(38)0.00 %
SPG Holdco, LLCFirst lien senior secured term loanS +6.00%10.50 %12/1/202312/1/202810,581 10,368 10,379 0.67 %
The accompanying notes are an integral part of these consolidated financial statements.
57

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
USSC Holding CorpFirst lien senior secured delayed draw term loanS +5.25%9.76 %6/21/20246/21/203010,129 9,945 9,984 0.65 %
USSC Holding Corp (6)First lien senior secured revolving loanS +5.25%9.58 %6/21/20246/21/20307,177 (131)(103)(0.01)%
USSC Holding CorpFirst lien senior secured term loanS +5.25%9.58 %6/21/20246/21/203034,780 34,124 34,281 2.22 %
130,800 129,037 8.37 %
Media
ALM Media, LLC (23)First lien senior secured revolving loanS +5.50%9.84 %2/21/20242/21/2029$3,102 $975 $979 0.06 %
ALM Media, LLCFirst lien senior secured term loanS +5.50%9.83 %2/21/20242/21/202938,168 37,404 37,457 2.43 %
Barkley, LLC (6)First lien senior secured revolving loanS +5.75%10.49 %9/29/20239/29/20282,300 (45)(37)0.00 %
Barkley, LLCFirst lien senior secured term loanS +5.75%10.49 %9/29/20239/29/202843,565 42,739 42,866 2.78 %
Best Version Media Acquisition, LLC (6)First lien senior secured revolving loanS +5.50%9.83 %12/31/202412/31/20303,976 (70)(70)0.00 %
Best Version Media Acquisition, LLCFirst lien senior secured term loanS +5.50%9.83 %12/31/202412/31/203050,837 49,947 49,947 3.24 %
Datum Acquisition, LLC (6)First lien senior secured revolving loanS +6.25%10.58 %10/30/20244/30/20301,312 (25)(25)0.00 %
Datum Acquisition, LLCFirst lien senior secured term loanS +6.25%10.58 %10/30/20244/30/20305,463 5,355 5,356 0.35 %
Exclusive Concepts, LLCFirst lien senior secured delayed draw term loanS +6.50%11.09 %8/1/202412/9/20265,109 192 212 0.01 %
Exclusive Concepts, LLCFirst lien senior secured delayed draw term loanS +6.50%11.09 %7/28/202312/9/2026220 218 218 0.01 %
Exclusive Concepts, LLCFirst lien senior secured delayed draw term loanS +6.50%11.09 %12/22/202312/9/20262,836 2,796 2,800 0.18 %
Exclusive Concepts, LLCFirst lien senior secured revolving loanS +6.50%11.28 %7/28/202312/9/202623 22 22 0.00 %
Exclusive Concepts, LLCFirst lien senior secured term loanS +6.50%11.09 %7/28/202312/9/20263,490 3,440 3,446 0.22 %
Infolinks Media Buyco, LLCFirst lien senior secured delayed draw term loanS +5.50%9.83 %7/28/202311/1/20262,083 2,059 2,061 0.13 %
Infolinks Media Buyco, LLC (6)First lien senior secured revolving loanS +5.50%9.83 %7/28/202311/1/202638 — — 0.00 %
Infolinks Media Buyco, LLCFirst lien senior secured term loanS +5.50%9.83 %7/28/202311/1/202619,863 19,628 19,649 1.27 %
NTM Acquisition CorpFirst lien senior secured revolving loanS +6.75%11.23 %12/18/20236/18/20261,809 795 796 0.05 %
NTM Acquisition CorpFirst lien senior secured term loanS +6.75%11.23 %12/18/20236/18/202613,117 12,973 12,979 0.84 %
Optimized Marketing Acquisition, LLCFirst lien senior secured revolving loanS +5.75%10.34 %8/19/20228/19/20273,383 3,175 3,178 0.21 %
Optimized Marketing Acquisition, LLCFirst lien senior secured term loanS +5.75%10.34 %8/19/20228/19/202725,642 25,306 25,336 1.64 %
Outerbox, LLC (6)First lien senior secured delayed draw term loanS +5.00%9.36 %6/7/20246/7/20284,077 (52)(47)0.00 %
Outerbox, LLC (6)First lien senior secured revolving loanS +5.00%9.36 %6/7/20246/7/20282,280 (29)(26)0.00 %
Outerbox, LLCFirst lien senior secured term loanS +5.00%9.36 %6/7/20246/7/202818,660 18,409 18,441 1.20 %
Peninsula MMGY Corporation (6)(24)First lien senior secured revolving loanS +5.00%9.33 %10/26/20234/26/20293,691 (74)(69)0.00 %
Peninsula MMGY CorporationFirst lien senior secured term loanS +5.00%9.33 %10/26/20234/26/202910,261 10,043 10,064 0.65 %
RKD Group, LLCFirst lien senior secured delayed draw term loanS +6.00%10.46 %4/10/20248/17/20288,074 6,006 6,042 0.39 %
RKD Group, LLC (6)First lien senior secured revolving loanS +6.00%10.48 %8/17/20228/17/20284,905 (44)(39)0.00 %
RKD Group, LLCFirst lien senior secured term loanS +6.00%10.48 %8/17/20228/17/202833,001 32,663 32,736 2.12 %
The Channel Company, LLCFirst lien senior secured revolving loanS +6.75%11.36 %7/28/202311/1/202762 18 16 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
58

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
The Channel Company, LLCFirst lien senior secured term loanS +
2.50% + 4.25% PIK
11.36 %7/28/202311/1/20272,404 2,387 2,304 0.15 %
WTWH Buyer, LLC (6)First lien senior secured revolving loanS +6.50%11.09 %12/16/202212/16/20271,638 (26)(28)0.00 %
WTWH Buyer, LLCFirst lien senior secured term loanS +6.50%11.09 %12/16/202212/16/202714,140 13,890 13,900 0.90 %
290,075 290,464 18.83 %
Metals and mining
Copperweld Group, IncFirst lien senior secured revolving loanS +6.00%10.50 %7/28/20233/31/2026$462 $261 $260 0.02 %
Copperweld Group, IncFirst lien senior secured term loanS +6.00%10.59 %7/28/20233/31/20262,239 2,235 2,228 0.14 %
2,496 2,488 0.16 %
Multiline Retail
HEC Purchaser Corp. (6)First lien senior secured revolving loanS +5.50%9.75 %6/17/20246/17/2029$7,843 $(106)$(93)(0.01)%
HEC Purchaser Corp.First lien senior secured term loanS +5.50%9.75 %6/17/20246/17/202950,207 49,512 49,608 3.22 %
49,406 49,515 3.21 %
Pharmaceuticals
Formulated Buyer, LLCFirst lien senior secured delayed draw term loanS +5.75%10.63 %7/28/20239/22/2026296 294 282 0.02 %
Formulated Buyer, LLCFirst lien senior secured revolving loanS +5.75%10.88 %7/28/20239/22/2026188 185 177 0.01 %
Formulated Buyer, LLCFirst lien senior secured term loanS +5.75%10.34 %7/28/20239/22/2026453 450 432 0.03 %
929 891 0.06 %
Personal products
Cosmetic Solutions LLC (8)First lien senior secured delayed draw term loanS +
5.75% + 0.75% PIK
11.09 %7/28/202310/17/2025$379 $373 $87 0.01 %
Cosmetic Solutions LLC (8)First lien senior secured revolving loanS +6.50%11.09 %7/28/202310/17/2025344 86 (173)(0.01)%
Cosmetic Solutions LLC (8)First lien senior secured term loanS +
5.75% + 0.75% PIK
11.09 %7/28/202310/17/20252,901 2,845 669 0.04 %
3,304 583 0.04 %
Professional services
CSL Intermediate Acquisition LLC (6)First lien senior secured delayed draw term loanS +5.25%9.61 %11/8/202411/8/2029$1,692 $(29)$(29)0.00 %
CSL Intermediate Acquisition LLC (6)First lien senior secured revolving loanS +5.25%9.61 %11/8/202411/8/2029861 (15)(15)0.00 %
CSL Intermediate Acquisition LLCFirst lien senior secured term loanS +5.25%9.61 %11/8/202411/8/20293,746 3,682 3,682 0.24 %
Helpware, IncFirst lien senior secured revolving loanS +5.75%10.98 %9/8/20229/8/20265,061 2,501 2,382 0.15 %
Helpware, IncFirst lien senior secured term loanS +
5.75% + 1.25% PIK
11.59 %9/8/20229/8/202614,016 13,912 13,603 0.88 %
Keystone Partners, LLC (6)First lien senior secured delayed draw term loanS +5.25%9.88 %10/25/202410/25/20282,344 (34)(34)0.00 %
Keystone Partners, LLC (6)First lien senior secured revolving loanS +5.25%9.88 %10/25/202410/25/20281,347 (19)(19)0.00 %
Keystone Partners, LLCFirst lien senior secured term loanS +5.25%9.88 %10/25/202410/25/202814,416 14,206 14,204 0.92 %
Stax Holding Company, LLC (6)(25)First lien senior secured revolving loanS +5.00%9.48 %7/28/202310/29/202660 — — 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
59

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Stax Holding Company, LLCFirst lien senior secured term loanS +5.00%9.48 %7/28/202310/29/2026668 666 664 0.04 %
34,870 34,438 2.23 %
Real estate management and development
BBG, Inc (26)First lien senior secured revolving loanS +6.75%11.34 %7/28/20231/8/2026$233 $221 $215 0.01 %
BBG, IncFirst lien senior secured term loanS +
1.00% + 5.75% PIK
11.34 %7/28/20231/8/20261,978 1,904 1,858 0.12 %
MetaSource, LLCFirst lien senior secured revolving loanS +6.75%11.22 %7/28/20235/17/202775 23 23 0.00 %
MetaSource, LLCFirst lien senior secured term loanS +
6.75% + 0.50% PIK
10.34 %7/28/20235/17/2027923 915 916 0.06 %
3,063 3,012 0.19 %
Semiconductors and semiconductor equipment
Altamira Material Solutions, LPFirst lien senior secured revolving loanS +6.00%10.48 %7/28/20239/2/2026$45 $34 $34 0.00 %
Altamira Material Solutions, LPFirst lien senior secured term loanS +6.00%10.48 %7/28/20239/2/20261,018 1,012 1,010 0.07 %
1,046 1,044 0.07 %
Software
Affinitiv Inc (6)First lien senior secured revolving loanS +7.00%11.59 %7/28/20231/26/2025$186 $(2)$(2)0.00 %
Affinitiv IncFirst lien senior secured term loanS +7.00%11.59 %7/28/20231/26/20252,230 2,198 2,207 0.14 %
Genius Bidco LLC (6)First lien senior secured delayed draw term loanS +5.25%9.58 %5/1/20245/1/20304,661 (41)(33)0.00 %
Genius Bidco LLC (6)(27)First lien senior secured revolving loanS +5.25%9.58 %5/1/20245/1/20303,571 (63)(58)0.00 %
Genius Bidco LLCFirst lien senior secured term loanS +5.25%9.58 %5/1/20245/1/203012,647 12,410 12,438 0.81 %
GPSTrackit Holdings, LLCFirst lien senior secured delayed draw term loanS +6.00%10.36 %3/29/20243/29/20291,968 1,925 1,928 0.13 %
GPSTrackit Holdings, LLC (6)First lien senior secured revolving loanS +6.00%10.34 %3/29/20243/29/20294,429 (92)(90)(0.01)%
GPSTrackit Holdings, LLCFirst lien senior secured term loanS +6.00%10.34 %3/29/20243/29/202932,483 31,786 31,752 2.06 %
GS XX Corporation (6)First lien senior secured revolving loanS +4.75%9.08 %4/19/20244/19/20292,381 (41)(38)0.00 %
GS XX CorporationFirst lien senior secured term loanS +4.75%9.08 %4/19/20244/19/202916,863 16,560 16,585 1.08 %
Shasta Buyer, LLCFirst lien senior secured revolving loanS +4.75%9.11 %11/12/20248/9/20284,307 512 512 0.03 %
Shasta Buyer, LLCFirst lien senior secured term loanS +4.75%9.27 %11/12/20248/9/202820,344 20,046 20,047 1.30 %
ShiftKey, LLC (6)First lien senior secured revolving loanS +5.75%10.34 %7/28/20236/21/2027110 (1)(2)0.00 %
ShiftKey, LLCFirst lien senior secured term loanS +5.75%10.34 %7/28/20236/21/20273,665 3,647 3,587 0.23 %
88,844 88,833 5.77 %
Specialty retail
Dykstras Auto LLCFirst lien senior secured delayed draw term loanS +6.25%10.84 %7/28/202310/22/2026$332 $252 $251 0.02 %
Dykstras Auto LLCFirst lien senior secured revolving loanS +6.25%10.84 %7/28/202310/22/202638 26 26 0.00 %
Dykstras Auto LLCFirst lien senior secured term loanS +6.25%10.84 %7/28/202310/22/2026621 615 613 0.04 %
Fastlap, LLC (6)First lien senior secured delayed draw term loanS +5.25%9.53 %6/20/20246/20/202914,130 (254)(234)(0.02)%
Fastlap, LLCFirst lien senior secured revolving loanP +4.25%11.75 %6/20/20246/20/20292,256 1,539 1,542 0.10 %
The accompanying notes are an integral part of these consolidated financial statements.
60

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Fastlap, LLCFirst lien senior secured term loanS +5.25%9.53 %6/20/20246/20/202910,042 9,856 9,874 0.64 %
Kaizen Auto Care, LLCFirst lien senior secured revolving loan5.00%5.00 %3/1/202412/22/2026152 35 0.00 %
Kaizen Auto Care, LLCFirst lien senior secured term loan5.00%5.00 %7/28/202312/22/20271,352 1,342 1,059 0.07 %
Leonard Group, IncFirst lien senior secured revolving loanS +6.50%11.09 %7/28/20232/26/2026234 77 77 0.00 %
Leonard Group, IncFirst lien senior secured term loanS +6.50%11.09 %7/28/20232/26/20261,308 1,305 1,303 0.08 %
Pink Lily Holdings, LLC (6)First lien senior secured revolving loanS +
7.00% PIK
11.74 %7/28/202311/16/202731 (1)(2)0.00 %
Pink Lily Holdings, LLCFirst lien senior secured term loanS +
7.00% PIK
11.74 %7/28/202311/16/20271,309 1,286 1,207 0.08 %
16,078 15,718 1.01 %
Textiles, apparel and luxury goods
Lakeshirts LLC (6)First lien senior secured delayed draw term loanS +4.75%9.09 %12/30/202412/20/2030$7,989 $(40)$(40)0.00 %
Lakeshirts LLCFirst lien senior secured revolving loanS +4.75%9.21 %12/30/202412/30/203011,650 1,048 1,048 0.07 %
Lakeshirts LLCFirst lien senior secured term loanS +4.75%9.09 %12/30/202412/30/203033,098 32,767 32,767 2.13 %
33,775 33,775 2.20 %
Trading companies and distributors
AFC-Dell Holding CorpFirst lien senior secured delayed draw term loanS +5.50%10.02 %7/28/20234/9/2027$330 $326 $326 0.02 %
AFC-Dell Holding CorpFirst lien senior secured delayed draw term loanS +5.50%10.02 %12/12/20234/9/20274,128 4,071 4,082 0.26 %
AFC-Dell Holding CorpFirst lien senior secured delayed draw term loanS +5.50%10.09 %7/28/20234/9/2027344 340 341 0.02 %
AFC-Dell Holding CorpFirst lien senior secured delayed draw term loanS +5.50%10.09 %7/1/20244/9/202710,255 28 38 0.00 %
AFC-Dell Holding Corp (6)(28)First lien senior secured revolving loanS +5.50%10.02 %7/28/202310/9/2026156 (2)(2)0.00 %
AFC-Dell Holding CorpFirst lien senior secured term loanS +5.50%10.09 %7/28/20234/9/20275,475 5,402 5,413 0.35 %
American Equipment Systems LLCFirst lien senior secured delayed draw term loanS +6.00%10.60 %7/28/20235/19/202537 37 36 0.00 %
American Equipment Systems LLCFirst lien senior secured term loanS +6.00%11.58 %7/28/202311/5/202670 69 69 0.00 %
American Equipment Systems LLCFirst lien senior secured term loanS +6.00%10.50 %3/15/202411/5/2026935 921 922 0.06 %
American Equipment Systems LLCFirst lien senior secured term loanS +6.00%10.48 %7/28/202311/5/2026317 312 313 0.02 %
Ascent Lifting, Inc (6)First lien senior secured revolving loanS +5.25%9.71 %9/9/20229/9/20272,500 (45)(44)0.00 %
Ascent Lifting, IncFirst lien senior secured term loanS +5.25%9.71 %9/9/20229/9/202717,020 16,672 16,696 1.08 %
AWI Group, LLCFirst lien senior secured delayed draw term loanS +5.75%10.34 %8/1/20248/1/20294,487 3,937 3,944 0.26 %
AWI Group, LLCFirst lien senior secured revolving loanS +5.75%10.27 %8/1/20248/1/202910,420 3,143 3,158 0.20 %
AWI Group, LLCFirst lien senior secured term loanS +5.75%10.08 %8/1/20248/1/202955,199 54,165 54,233 3.52 %
Banner Buyer, LLCFirst lien senior secured delayed draw term loanS +
5.75% + 0.50% PIK
10.73 %7/28/202310/31/2025558 557 548 0.04 %
Banner Buyer, LLCFirst lien senior secured revolving loanS +
5.75% + 0.50% PIK
10.73 %7/28/202310/31/2025370 72 66 0.00 %
The accompanying notes are an integral part of these consolidated financial statements.
61

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Banner Buyer, LLCFirst lien senior secured term loanS +
5.75% + 0.50% PIK
10.73 %7/28/202310/31/20251,345 1,341 1,317 0.09 %
CAP KSI Holdings LLCFirst lien senior secured revolving loanS +5.25%9.61 %6/28/20246/28/20307,145 1,212 1,224 0.08 %
CAP KSI Holdings LLCFirst lien senior secured term loanS +5.25%9.58 %6/28/20246/28/203042,547 41,939 42,034 2.73 %
Eastern Communications Solutions, Inc. (6)First lien senior secured revolving loanS +5.25%9.57 %12/30/202412/30/20303,240 (49)(49)0.00 %
Eastern Communications Solutions, Inc.First lien senior secured term loanS +5.25%9.57 %12/30/202412/30/203012,612 12,423 12,422 0.81 %
Empire Equipment Company, LLCFirst lien senior secured revolving loanS +6.25%10.73 %7/28/20231/17/2025439 187 184 0.01 %
Empire Equipment Company, LLCFirst lien senior secured term loanS +6.25%10.72 %7/28/20231/17/20251,652 1,651 1,638 0.11 %
Lehman Pipe Buyer, LLC (6)First lien senior secured revolving loanS +5.00%9.52 %8/30/20248/30/20305,309 (100)(92)(0.01)%
Lehman Pipe Buyer, LLCFirst lien senior secured term loanS +5.00%9.52 %8/30/20248/30/203029,550 28,986 29,037 1.88 %
Montway LLCFirst lien senior secured delayed draw term loanS +6.25%10.96 %7/28/202311/4/2025662 660 659 0.04 %
Montway LLC (6)First lien senior secured revolving loanS +6.25%10.96 %7/28/202311/4/2025150 (1)(1)0.00 %
Montway LLCFirst lien senior secured term loanS +6.25%10.96 %7/28/202311/4/2025701 698 697 0.05 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +5.75%10.59 %8/5/20228/5/20283,193 3,161 3,169 0.21 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +5.75%10.08 %8/5/20228/5/20282,694 2,652 2,674 0.17 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +5.75%10.88 %8/5/20228/5/20282,673 2,635 2,654 0.17 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +5.75%10.20 %12/1/20238/5/20284,672 4,574 4,637 0.30 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +5.75%10.30 %3/29/20248/5/20287,190 7,039 7,136 0.46 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +5.75%6.75 %10/31/20248/5/20284,221 2,459 2,467 0.16 %
NEFCO Holding Company, LLCFirst lien senior secured delayed draw term loanS +5.75%10.10 %10/31/20248/5/20284,221 4,180 4,190 0.27 %
NEFCO Holding Company, LLCFirst lien senior secured revolving loanP +4.75%12.25 %8/5/20228/5/20287,269 649 689 0.04 %
NEFCO Holding Company, LLCFirst lien senior secured term loanS +5.75%10.45 %12/1/20238/5/2028652 639 648 0.04 %
NEFCO Holding Company, LLCFirst lien senior secured term loanS +5.75%10.34 %10/31/20248/5/20283,419 3,386 3,394 0.22 %
NEFCO Holding Company, LLCFirst lien senior secured term loanS +5.75%10.27 %8/13/20248/5/20282,577 2,555 2,558 0.17 %
NEFCO Holding Company, LLCFirst lien senior secured term loanS +5.75%10.27 %8/5/20228/5/202817,561 17,238 17,430 1.13 %
Triad Technologies, LLC (6)First lien senior secured revolving loanS +5.25%9.73 %7/28/202310/31/2025332 (3)(3)0.00 %
Triad Technologies, LLCFirst lien senior secured term loanS +5.25%9.73 %7/28/202310/31/20251,192 1,183 1,180 0.08 %
Value Added Distributors, LLC (6)First lien senior secured revolving loanS +4.75%9.10 %12/19/202412/19/20293,768 (57)(57)0.00 %
Value Added Distributors, LLCFirst lien senior secured term loanS +4.75%9.10 %12/19/202412/19/202911,267 11,099 11,098 0.72 %
Wolf Gordon Inc (6)First lien senior secured revolving loanP +4.25%11.75 %5/1/20245/1/20293,809 (66)(61)0.00 %
Wolf Gordon IncFirst lien senior secured term loanS +5.25%9.58 %5/1/20245/1/202920,328 19,969 19,998 1.30 %
262,244 263,010 17.06 %
The accompanying notes are an integral part of these consolidated financial statements.
62

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Company(1)(2)InvestmentReference
Rate and Spread (5)
Interest
Rate
Purchase DateMaturity
Date
Principal/ Par Amount(3)Amortized Cost(4)Fair
Value
Percentage
of Net Assets
Water utilities
Diamondback Buyer, LLCFirst lien senior secured delayed draw term loanS +5.00%9.36 %10/15/20247/22/2026$3,664 $1,005 $1,008 0.07 %
Diamondback Buyer, LLC (6)First lien senior secured revolving loanS +5.00%9.34 %7/28/20237/22/202675 — (1)0.00 %
Diamondback Buyer, LLCFirst lien senior secured term loanS +5.00%9.34 %7/28/20237/22/20261,421 1,413 1,407 0.09 %
2,418 2,414 0.16 %
Total non-controlled/non-affiliated senior secured debt$3,084,605 $3,080,554 199.88 %
Non-controlled/non-affiliated sponsor subordinated notes
Trading companies and distributors
Empire Equipment Company, LLCSponsor subordinated note
12.50% + 7.00% PIK
19.50 %7/28/20237/17/2026$15 $14 $15 0.00 %
Total non-controlled/non-affiliated sponsor subordinated notes14 15 0.00 %
Total non-controlled/non-affiliated investments3,084,619 3,080,569 199.88 %
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (29) (30) (31)
Equity - 14.34% membership interest
$74,533 $80,638 5.23 %
Twin Brook Segregated Equity Holdings, LLC (29) (30) (31)
Equity - 2.11% membership interest
19 16 0.00 %
Total non-controlled/affiliated investments74,552 80,654 5.23 %
Total investments$3,159,171 $3,161,223 205.11 %
(1)Unless otherwise indicated, all investments are considered Level 3 investments.
(2)Unless otherwise indicated, all investments represent co-investments made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. Refer to Note 6 for further information.
(3)Principal/par amount is denominated in U.S. Dollars (“$”) unless otherwise noted,Canadian Dollars (“C$”)
(4)The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.
(5)Unless otherwise indicated, the interest rate on the principal balance outstanding for all floating rate loans is indexed to the Term Secured Overnight Financing Rate (“Term SOFR” or “S”) and/or an alternate base rate (e.g. prime rate (“P”)), which typically resets semiannually, quarterly, or monthly at the borrower’s option. The applicable base rate may be subject to a floor. The borrower may also elect to have multiple interest reset periods for each loan. For each of these loans, the applicable margin has been provided over Term SOFR based on each respective credit agreement. As of December 31, 2024, the reference rates for the floating rate loans were the Term SOFR of 4.49%, the Prime Rate of 7.50%, and CORRA of 3.32%.
(6)Represents revolvers and delayed draw term loans where the entire balance is unfunded as of December 31, 2024. The negative fair value is a result of the commitment being valued below par. Refer to Note 8 for further information.
(7)Represents investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2024, non-qualifying assets represented approximately 4.39% of the total assets of the Company.
(8)Indicates loan was on non-accrual status as of December 31, 2024.
(9)Principal balance includes reserve for letter of credit of $50,775 on which the borrower pays 6.00%.
(10)Principal balance includes reserve for letter of credit of $1,875 on which the borrower pays 6.00%.
The accompanying notes are an integral part of these consolidated financial statements.
63

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
(11)Principal balance includes reserve for letter of credit of $3,659 on which the borrower pays 5.75%.
(12)Principal balance includes reserve for letter of credit of $10,663 on which the borrower pays 5.50%.
(13)Principal balance includes reserve for letter of credit of $175,771 on which the borrower pays 5.25%.
(14)Principal balance includes reserve for letter of credit of $277,717 on which the borrower pays 6.25%.
(15)Principal balance includes reserve for letter of credit of $15,973 on which the borrower pays 6.00%.
(16)Principal balance includes reserve for letter of credit of $7,896 on which the borrower pays 6.25%.
(17)Principal balance includes reserve for letter of credit of $5,240 on which the borrower pays 6.50%.
(18)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.00%.
(19)Principal balance includes reserve for letter of credit of $16,960 on which the borrower pays 5.75%.
(20)Principal balance includes reserve for letter of credit of $5,410 on which the borrower pays 6.00%.
(21)Principal balance includes reserve for letter of credit of $168,934 on which the borrower pays 6.00%.
(22)Principal balance includes reserve for letter of credit of $5,625 on which the borrower pays 6.00%.
(23)Principal balance includes reserve for letter of credit of $429,910 on which the borrower pays 5.50%.
(24)Principal balance includes reserve for letter of credit of $49,807 on which the borrower pays 5.00%.
(25)Principal balance includes reserve for letter of credit of $1,951 on which the borrower pays 5.00%.
(26)Principal balance includes reserve for letter of credit of $3,517 on which the borrower pays 6.75%.
(27)Principal balance includes reserve for letter of credit of $238,050 on which the borrower pays 5.25%.
(28)Principal balance includes reserve for letter of credit of $6,240 on which the borrower pays 5.50%.
(29)As a practical expedient, the Company uses net asset value to determine the fair value of this investment. Consistent with FASB guidance under ASC 820, these investments are excluded from the hierarchical levels. This represents an investment in an affiliated fund.
(30)Securities exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities is $80,654 or 5.23% of the Company's net assets. The “restricted securities,” Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC, were purchased on May 19, 2022 and July 28, 2023, respectively.
(31)Non-income producing investment.




















The accompanying notes are an integral part of these consolidated financial statements.
64

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Foreign currency forward contracts
CounterpartyCurrency PurchasedCurrency SoldSettlementUnrealized Appreciation/
(Depreciation)
Wells Fargo Bank, National Association
USD 1,331
CAD 941
1/24/2025$(14)
Wells Fargo Bank, National Association
CAD 1,408
USD 1,935
1/24/202560 
Total$46 
Currency Abbreviations:
USD - U.S. Dollar
CAD - Canadian Dollar

Interest Rate Swaps
CounterpartyHedged InstrumentCompany ReceivesCompany PaysMaturity DateNotional AmountFair ValueUpfront Payments/ReceiptsUnrealized Appreciation/(Depreciation)
Morgan Stanley Capital Services, LLCSeries A, Tranche A Notes7.6900 %
S + 3.547%
9/19/2026$90,000 149 — 149 
Morgan Stanley Capital Services, LLCSeries A, Tranche B Notes7.7800 %
S + 3.866%
9/19/2028150,000 (512)— (512)
MUFG Bank, Ltd.Series B, Tranche A Notes6.4200 %
S + 3.122%
10/15/202820,000 (601)— (601)
MUFG Bank, Ltd.Series B, Tranche A Notes6.4200 %
S + 3.116%
10/15/202865,000 (1,939)— (1,939)
Wells Fargo Bank, N.A.Series B, Tranche C Notes6.5200 %
S + 3.181%
10/15/2029100,000 (3,527)— (3,527)
Morgan Stanley Capital Services, LLCSeries B, Tranche C Notes6.5200 %
S + 3.384%
10/15/202950,000 (1,940)— (1,940)
MUFG Bank, Ltd.Series B, Tranche C Notes6.5200 %
S + 3.243%
10/15/202950,000 (1,925)— (1,925)
MUFG Bank, Ltd.Series B, Tranche C Notes6.5200 %
S + 3.266%
10/15/202990,000 (3,542)— (3,542)
Total$(13,837)$ $(13,837)

The accompanying notes are an integral part of these consolidated financial statements.
65

TPG Twin Brook Capital Income Fund
Consolidated Schedule of Investments
As of December 31, 2024
(Amounts in thousands)
Interest Rate Options
CounterpartyInstrumentCompany ReceivesCompany SoldMaturity DateNotional AmountFair ValueUpfront Payments/ReceiptsUnrealized Appreciation/(Depreciation)
Wells Fargo Bank, N.A.Sold SOFR Floor with Annuitized Premium
0.08% Semiannual premium
1.00% 3M SOFR Floor
4/15/2029$100,000 152 — 152 
Morgan Stanley Capital Services, LLCSold SOFR Floor with Annuitized Premium
0.09% Quarterly premium
1.00% 3M SOFR Floor
4/15/202950,000 96 — 96 
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.0604% Quarterly premium
1.00% 3M SOFR Floor
7/15/202820,000 21 — 21
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.0919% Quarterly premium
1.00% 3M SOFR Floor
4/15/202950,000 76 — 76
Morgan Stanley Capital Services, LLCSold SOFR Floor with Annuitized Premium
0.0700% Semiannual premium
1.00% 3M SOFR Floor
12/19/202690,000 37 — 37
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.0642% Quarterly premium
1.00% 3M SOFR Floor
7/15/202865,000 67 — 67
Morgan Stanley Capital Services, LLCSold SOFR Floor with Annuitized Premium
0.1100% Semiannual premium
1.00% 3M SOFR Floor
9/19/2028150,000 226 — 226
MUFG Bank, Ltd.Sold SOFR Floor with Annuitized Premium
0.0935% Quarterly premium
1.00% 3M SOFR Floor
4/15/202990,000 137 — 137
Total$812 $— $812 
The accompanying notes are an integral part of these consolidated financial statements.
66

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited)
Note 1.  Organization

TPG Twin Brook Capital Income Fund (“TCAP” or the “Company”) is a Delaware statutory trust which was formed on January 27, 2022 (date of inception). On September 25, 2024, the Company’s name was changed from “AG Twin Brook Capital Income Fund” to “TPG Twin Brook Capital Income Fund”. AGTB Fund Manager, LLC (the “Adviser”), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P. (“TPG Angelo Gordon”), a diversified credit and real estate investing platform within TPG Inc. (“TPG”) (Nasdaq: TPG), a leading global alternative investment firm, serves as the investment adviser of the Company. The Adviser is registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940. The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (“1940 Act”). The Company intends to elect to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a regulated investment company (“RIC”) as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

There were no operations other than those related to the Company’s organization and preparation for its public, ongoing offering prior to December 31, 2022. As of December 31, 2022, the Adviser contributed $50,000 of capital to the Company. In exchange for this contribution, the Adviser had received 2,000 Class I common shares of beneficial interest, par value $0.001 per share of TCAP ((“Class I shares”), together with Class S common shares of beneficial interest (“Class S shares”) and Class D common shares of beneficial interest (“Class D shares”), par value $0.001, the “TCAP Common Shares”).

On December 15, 2022, the Company’s registration statement on Form N-2, registering the continuous offer and sale (the “Offering”) of up to $5 billion in the Company’s common shares of beneficial interest, was declared effective by the SEC.

The Company’s investment objective is to seek to generate attractive, consistent total returns, predominantly in the form of current income and, to a lesser extent, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns.
Note 2.  Significant Accounting Policies
Basis of Accounting
The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).  The Company is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. These consolidated financial statements reflect adjustments that in the opinion of management are necessary for the fair statement of the financial position and results of operations for the periods presented herein. On January 1, 2023, the Company completed the merger with AGTB Private BDC and commenced operations as the surviving company, with its fiscal year end on December 31.
The interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, certain disclosures accompanying the annual consolidated financial statements prepared in accordance with U.S. GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals considered necessary for the fair presentation of financial statements for the interim period presented, have been included. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending December 31, 2025.

Certain prior period information has been reclassified to conform to the current period presentation.
67

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Principles of Consolidation
The Company conducts certain of its activities through its wholly-owned subsidiaries Twin Brook Capital Funding XXXIII, LLC, Twin Brook Equity XVIII Corp., Twin Brook Equity XXXIII Corp., Twin Brook Capital Funding XXXIII MSPV, LLC, Twin Brook Capital Funding XXXIII ASPV, LLC, and Twin Brook CLO 2024-1 LLC. The Company consolidates wholly-owned subsidiaries that are controlled by the Company. All intercompany balances and transactions have been eliminated in consolidation.
On December 23, 2024, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., filed a Certificate of Ownership and Merger, effective immediately, with Twin Brook Equity XXXIII Corp. as the surviving entity.
Use of Estimates
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, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash is comprised of cash on deposit with major financial institutions. The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase and investments in money market funds as cash equivalents. The Company places its cash with high credit quality institutions to minimize credit risk exposure.

Restricted Cash
Restricted cash represents cash held through certain of the Company’s wholly-owned subsidiaries or collateral accounts that may only be used to purchase additional collateral loans, pay accrued interest on advances, fund certain expenses, and prepay outstanding advances in connection with the Company’s asset facilities.
Investment Related Transactions, Revenue Recognition and Expenses
Investment transactions and the related revenue and expenses are recorded on a trade-date basis. Realized gains and losses on investment transactions are determined using the specific identification method. All costs associated with consummated investments are included in the cost of such investments. Broken deal expenses incurred in connection with investment transactions which are not successfully consummated are expensed as a component of “Other” expense on the consolidated statements of operations.
Interest income and interest expense are recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Company and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.
Upon prepayment of investments in debt instruments, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as “Interest” income on the consolidated statements of operations. Interest received in-kind, computed at the contractual rate specified in each investment agreement, is added to the principal balance of the investment and reported as “Interest” income on the consolidated statements of operations. The Company records dividend income from private securities pursuant to the terms of the respective investments. Dividend income on equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the earlier of record or payment date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies, as applicable. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Fund will not record distributions from equity investments in LLCs and LPs as dividend income unless there
68

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
The Company may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Company on an ongoing basis. These fees and any other income are recognized as earned as a component of "Other" income on the consolidated statement of operations.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Adviser’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in the Adviser’s judgment, are likely to remain current. The Adviser may make exceptions to this treatment and determine not to place a loan on non-accrual status if the loan has sufficient collateral value to cover principal and interest and if it is in the process of collection.
Investments at Fair Value
The Company applies Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In accordance with ASC 820, the Company discloses the fair value of its investments in a hierarchy that prioritizes the inputs to valuation techniques used to measure the fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). ASC 820 establishes three levels of the fair value hierarchy as follows:
Level 1Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and
Level 3Inputs that are unobservable.
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, interest rates, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement; however, the determination of what constitutes “observable” requires significant judgment by the Company. The Company considers observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Company’s perceived risk of that instrument.
The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including for example, the type of product, whether the product is new and not yet established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company, the Board, and the Adviser in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
Investments in investment funds include vehicles structured for the purpose of investing in privately held common and preferred equity interests. Fair values are generally determined utilizing the net asset value (“NAV”) supplied by, or on behalf of, management of each investment fund, which is net of management and incentive fees or allocations charged by the investment fund, if applicable, and is in accordance with the “practical expedient”, as defined by FASB Accounting
69

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Standards Update (“ASU”) 2009-12, Investments in Certain Entities that Calculate NAV per Share. NAVs received by, or on behalf of, management of each investment fund are based on the fair value of the investment funds’ underlying investments in accordance with policies established by management of each investment fund, as described in each of their financial statements and offering memorandum. Withdrawals and distributions from investments in investment funds are at the discretion of the Adviser and may depend on the liquidation of underlying assets. Investments which are valued using NAV as a practical expedient are excluded from the above hierarchy.

The Board has designated the Adviser as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act (“Rule 2a-5”), and in that role, the Adviser is responsible for performing fair value determinations relating to all of the Company’s investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. Even though the Board designated the Adviser as “valuation designee,” the Board is ultimately responsible for fair value determinations under the 1940 Act.
Under the valuation policies and procedures that have been approved by the Board, the Adviser conducts a multi-step valuation process, which includes, among other procedures, the following:
The valuation process begins with each investment being initially valued by using certain inputs provided by, among other inputs, the investment professionals responsible for the portfolio investment in conjunction with the portfolio management team.
The Adviser’s management reviews the preliminary valuations with the investment professionals.
The Adviser determines the fair value of each investment; valuations that are not based on readily available market quotations are valued in good faith, based on, among other things, the input of the Adviser and, where applicable, other third parties. Valuation determinations are presented to the Board.
When determining the fair value of Level 3 investments, the Adviser may take into account the following factors, where relevant: recent transactions, the enterprise value of the underlying company, the nature and realizable value of any collateral, the underlying company’s ability to make payments and its earnings and discounted cash flows, the markets in which the underlying company does business, financial covenants, the seniority of the financial instrument in the capital structure of the company, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that may affect the price at which similar investments may be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. If debt investments are credit impaired, the Adviser will use the enterprise value analysis or a liquidation basis analysis to determine fair value. For debt investments that are not determined to be credit impaired, the Adviser uses a market interest rate yield analysis to determine fair value.
The Company’s investments trade infrequently and when they are traded, the price may be unobservable, and as a result, multiple external pricing sources may not be available. In such instances, the Adviser may use an internal pricing model as either a corroborating or sole data point in determining the price. Pricing models take into account the contractual terms of the financial instrument, as well as relevant inputs, including where applicable, equity prices, interest rate yield curves, credit curves, correlation, and the creditworthiness of the counterparty. The Adviser generally engages third party firm(s) to assist in validating certain financial instruments where multiple external prices cannot be obtained. The third party firm(s) either independently determine prices or assess the reasonableness of the Adviser’s prices. The analyses provided by such third party firm(s) are reviewed and considered by the Adviser. As part of the risk management process, the Adviser reviews and analyzes the prices obtained from external pricing sources to evaluate their reliability and accuracy, which includes identifying and excluding vendor prices and broker quotations that the Adviser believes does not reflect fair value. In addition, the Adviser’s valuation committee meets regularly and engages in ongoing reviews of the valuation processes and procedures including reviews of methodology, ongoing accuracy, source quality and independence. Such reviews include, but are not limited to, comparison of current vendor prices and broker quotations against ongoing daily trading activity, vendor due diligence, and back testing.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the assumptions are set to reflect those that the Company believes market participants would use in pricing the asset or liability at the measurement date.
70

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Foreign Currency Translation
Amounts denominated in foreign currencies are translated into USD on the following basis: (i) investments and other assets and liabilities denominated in foreign currencies are translated into USD based upon currency exchange rates effective on the last business day of the period; and (ii) purchases and sales of investments, borrowings and repayments of such borrowings, income, and expenses denominated in foreign currencies are translated into USD based upon currency exchange rates prevailing on the transaction dates.
The Company does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included within net realized and change in unrealized gain (loss) on investments on the consolidated statements of operations. Net change in unrealized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates are included in the net change in unrealized gain (loss) on foreign currency translation on the consolidated statements of operations. Net realized gains and losses on foreign currency holdings and non-investment assets and liabilities attributable to changes in foreign currency exchange rates are included in net realized gain (loss) on foreign currency transactions on the consolidated statements of operations.
Foreign security and currency translations may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Derivative Instruments
The Company may enter into foreign currency forward contracts to reduce the Company’s exposure to foreign currency exchange rate fluctuations in the value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the applicable forward rate. Unrealized gain (loss) on foreign currency forward contracts are recorded on the consolidated statements of assets and liabilities on a gross basis, not taking into account collateral posted which is recorded separately, if applicable. Notional amounts of foreign currency forward contract assets and liabilities are presented separately on the consolidated schedules of investments. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date.
The Company does not utilize hedge accounting for foreign currency forward contracts, and as such, the Company recognizes its derivatives at fair value with changes in the net unrealized gain (loss) on foreign currency forward contracts recorded on the consolidated statements of operations.
Additionally, the Company uses interest rate swaps to mitigate interest rate risk associated with the Company's fixed interest rate debt liabilities. The fair value of the interest rate swaps are included as derivative assets at fair value or derivative liabilities at fair value on the consolidated statements of assets and liabilities. Changes in fair value of interest rate swaps entered into by the Company and not designated as hedging instruments are presented in net realized gains (losses) and net change in unrealized appreciation (depreciation) in the consolidated statements of operations, if applicable.
The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship, and therefore the change in fair value of the hedging instrument and hedged item are recorded in interest expense and recognized as components of interest expense in the consolidated statements of operations. The change in fair value of the interest rate swap is offset by a change in the carrying value of the fixed rate debt.
Organizational Costs
Organizational costs to establish the Company are charged to expense as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.
71

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Offering Costs
Offering costs in connection with the offering of common shares of the Company are capitalized as a deferred charge and amortized to expense on a straight-line basis over a 12-month period. These expenses consist primarily of legal fees and other costs incurred with the Company’s share offerings, the preparation of the Company’s registration statement, and registration fees.
Deferred Financing Costs
Deferred financing costs consist of financing costs incurred in connection with obtaining the Company’s financing facilities and unsecured notes.  Such financing costs are capitalized and amortized over the life of the facility or the notes utilizing the straight-line method.  For the three and nine months ended September 30, 2025, the Company paid approximately $1.5 million and $2.0 million of financing costs. For the three and nine months ended September 30, 2025, the Company amortized approximately $1.7 million and $5.3 million of financing costs which have been included in “Interest” expense on the consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company paid approximately $10.1 million and $17.9 million of financing costs. For the three and nine months ended September 30, 2024, the Company amortized approximately $1.2 million and $2.6 million of financing costs which have been included in “Interest” expense on the consolidated statements of operations.
Deferred Income
Deferred income consists of annual administrative agent fees received in connection with the servicing of certain loan investments. Such fees are deferred when received and recognized as earned over the applicable period.  For the three and nine months ended September 30, 2025, the Company received approximately $1.6 million and $3.7 million of agent fees. During the three and nine months ended September 30, 2025, approximately $1.3 million and $3.7 million of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company received approximately $1.3 million and $2.7 million of agent fees. During the three and nine months ended September 30, 2024, approximately $884,000 and $2.2 million of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations.
Income Taxes
The Company has elected to be regulated as a BDC under the 1940 Act. The Company also has elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, the Company generally will not have to pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes timely to its shareholders as dividends. To the extent the Company qualifies as a RIC, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. The Company will generally be subject to a 4% non-deductible U.S. federal excise tax on certain undistributed income or gains in respect of any calendar year, unless it distributes annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gain net income (adjusted for certain ordinary losses) for the one-year period ending on October 31 in such calendar year and (iii) any net ordinary income and capital gain net income recognized, but not distributed, in preceding years. For these purposes, the Company will be deemed to have distributed any income or gains on which it paid U.S. federal income tax. The Company, at its discretion, may carry forward taxable income for distribution in the following taxable year and pay the applicable U.S. federal excise tax. For the three and nine months ended September 30, 2025 the Company did not accrue U.S. federal excise tax.
The Company conducts certain of its activities through its wholly-owned subsidiaries, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., both of which are Delaware corporations. On December 23, 2024, Twin Brook Equity XVIII Corp. and Twin Brook Equity XXXIII Corp., filed a Certificate of Ownership and Merger, effective immediately,
72

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
with Twin Brook Equity XXXIII Corp. as the surviving entity.They are treated as corporations for United States federal income tax purposes and are subject to U.S. federal, state or local income tax. For the three and nine months ended September 30, 2025, the Company accrued $236,000 and $399,000 current federal tax. For the three and nine months ended September 30, 2025, the Company accrued approximately $247,000 and $1,247,000 of deferred federal tax related to the corporations, which is included in “deferred federal tax provision” on the consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company accrued $2,000 and $34,000 current federal tax. For the three and nine months ended September 30, 2024, the Company accrued approximately $337,000 and $553,000 of deferred federal tax related to Twin Brook Equity XXXIII Corp., which is included in “deferred federal tax provision” on the consolidated statements of operations.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no tax penalties, and no interest associated with income taxes incurred through September 30, 2025.
Loan Syndications and Participations
The Company may originate certain loans and then syndicate all or a portion of those loans to a third party. For the three and nine months ended September 30, 2025, the Company earned approximately $1.6 million and $3.5 million of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company earned approximately $397,000 and $2.7 million of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations.
The Company follows the guidance in Accounting Standards Codification (“ASC”) Topic 860 Transfers and Servicing when accounting for loan participations and other partial loan sales. Such guidance requires a participation or other partial loan sale to meet the definition of a “participating interest,” as defined in the guidance, in order for sale treatment to be allowed. Participations or other partial loan sales that do not meet the definition of a participating interest remain on the consolidated statements of assets and liabilities and the proceeds are recorded as a secured borrowing until the definition is met. Secured borrowings are carried at fair value to correspond with the related investments, which are carried at fair value. There were no participations that were accounted for as secured borrowings during the period.
Distributions
Distributions to common shareholders are recorded on the record date. The amount to be distributed, if any, is determined by the Board each month. The Company intends to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, the Company may decide in the future to retain such capital gains for investment, incur a corporate-level tax on such capital gains, and elect to treat such capital gains as deemed distributions to shareholders.

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 is to seek to generate attractive, consistent total returns, predominantly in the form of current income and, to a lesser extent, capital appreciation, by targeting investment opportunities with favorable risk-adjusted returns. The chief operating decision maker (“CODM”) is the Company’s chief executive officer and the CODM assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase (decrease) in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in determining the amount of dividends to be distributed to the Company’s stockholders. As the Company’s
73

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
operations comprise of 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 accompanying consolidated statement of operations.
Note 3.  Investments
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or had the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the consolidated financial statements, including the consolidated schedules of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled, non-affiliated; non-controlled, affiliated; or controlled affiliated investments.
Investments at fair value and amortized cost consisted of the following as of September 30, 2025 and December 31, 2024:
September 30, 2025December 31, 2024
(Amounts in thousands)Amortized CostFair ValueAmortized CostFair Value
First lien senior secured debt$3,820,975 $3,804,000 $3,084,605 $3,080,554 
Sponsor subordinated note413 18 14 15 
Investment in affiliated funds85,589 96,668 74,552 80,654 
Total investments$3,906,977 $3,900,686 $3,159,171 $3,161,223 
The industry composition of investments based on fair value as of September 30, 2025 and December 31, 2024 was as follows:
September 30, 2025(1)
December 31, 2024
Aerospace and defense2.2 %2.1 %
Air freight and logistics0.6 %0.7 %
Auto components2.8 %3.6 %
Building products0.5 %0.5 %
Chemicals2.5 %1.3 %
Commercial services and supplies3.7 %3.7 %
Construction and engineering4.7 %3.4 %
Containers and packaging2.7 %2.6 %
Distributors0.1 %0.1 %
Diversified consumer services6.5 %6.0 %
Diversified telecommunication services0.2 %0.2 %
Electrical equipment1.5 %1.6 %
Electronic equipment, instruments and components1.1 %0.1 %
Food and staples retailing1.5 %1.5 %
Food products2.1 %2.1 %
Gas utilities— %— %
Health care equipment and supplies3.6 %2.9 %
Health care providers and services23.7 %24.9 %
Health care technology1.3 %1.2 %
Household durables3.7 %4.3 %
74

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
September 30, 2025(1)
December 31, 2024
Industrial conglomerates0.4 %0.5 %
Insurance0.5 %0.3 %
Interactive media and services0.5 %0.7 %
Internet and direct marketing retail0.6 %0.7 %
IT services2.4 %1.8 %
Leisure equipment and products0.2 %0.2 %
Leisure products— %— %
Life sciences tools and services1.4 %1.4 %
Machinery3.5 %4.1 %
Media8.0 %9.2 %
Metals and mining— %0.1 %
Multiline Retail1.5 %1.6 %
Multisector holdings2.5 %2.6 %
Pharmaceuticals— %— %
Personal products— %— %
Professional services1.0 %1.1 %
Real estate management and development0.1 %0.1 %
Semiconductors and semiconductor equipment— %— %
Software2.5 %2.8 %
Specialty retail0.5 %0.5 %
Textiles, apparel and luxury goods0.8 %1.1 %
Trading companies and distributors8.5 %8.3 %
Water utilities0.1 %0.1 %
Total100.0 %100.0 %
(1)Certain industries round to less than 0.1% as of September 30, 2025
As of September 30, 2025, approximately 100.0% of investments held were based in the United States and approximately 0.0% were based in Canada. As of December 31, 2024, approximately 100.0% of investments held were based in the United States and approximately 0.0% were based in Canada.
75

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 4.  Fair Value of Investments
Fair Value Disclosures
The following table presents the fair value hierarchy of financial instruments as of September 30, 2025 and December 31, 2024:

Assets at Fair Value as of September 30, 2025
(Amounts in thousands)Level 1Level 2Level 3Total
First lien senior secured debt$— $— $3,804,000 $3,804,000 
Sponsor subordinated note— — 18 18 
Interest rate swaps/options— 4,090 — 4,090 
Foreign currency forward contracts— — 
Total$— $4,098 $3,804,018 $3,808,116 
Investments measured at net asset value(1)
$96,668 
Total financial instruments, at fair value$3,904,784 
(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.
Liabilities at Fair Value as of September 30, 2025
(Amounts in thousands)Level 1Level 2Level 3Total
Interest rate swaps/options$— $(2,655)$— $(2,655)
Total$— $(2,655)$— $(2,655)
Assets at Fair Value as of December 31, 2024
(Amounts in thousands)Level 1Level 2Level 3Total
First lien senior secured debt$— $— $3,080,554 $3,080,554 
Sponsor subordinated note— — 15 15 
Foreign currency forward contracts— 60 — 60 
Interest rate swaps/options— 961 — 961 
Total$— $1,021 $3,080,569 $3,081,590 
Investments measured at net asset value(1)
$80,654 
Total financial instruments, at fair value$3,162,244 
(1)Certain investments that are measured at fair value using NAV have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the Consolidated Statements of Assets and Liabilities.

Liabilities at Fair Value as of December 31, 2024
(Amounts in thousands)Level 1Level 2Level 3Total
Foreign currency forward contracts$— $(14)$— $(14)
Interest rate swaps/options— (13,986)— (13,986)
Total$— $(14,000)$— $(14,000)

The following table presents changes in the fair value of investments for which Level 3 inputs were used to determine the fair value for the three and nine months ended September 30, 2025 and 2024:

76

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Level 3 Assets at Fair Value for the Three Months Ended September 30, 2025*
(Amounts in thousands)Balance 7/1/2025Purchases and DrawdownsSales and Paydowns Other**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
9/30/2025
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
9/30/2025
First lien senior secured debt$3,512,520 $472,035 $(176,458)$6,933 $(175)$(10,855)$3,804,000 $(13,814)
Sponsor subordinated note16 399 — — — (397)18 (397)
Total$3,512,536 $472,434 $(176,458)$6,933 $(175)$(11,252)$3,804,018 $(14,211)

Level 3 Assets at Fair Value for the Nine Months Ended September 30, 2025*
(Amounts in thousands)Balance 1/1/2025Purchases and DrawdownsSales and PaydownsOther**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
9/30/2025
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
9/30/2025
First lien senior secured debt$3,080,554 $1,155,058 $(439,030)$20,467 $(125)$(12,924)$3,804,000 $(11,718)
Sponsor subordinated note15 399 — — — (396)18 
Total$3,080,569 $1,155,457 $(439,030)$20,467 $(125)$(13,320)$3,804,018 $(11,717)
Level 3 Assets at Fair Value for the Three Months Ended September 30, 2024*
(Amounts in thousands)Balance 7/1/2024Purchases and DrawdownsSales and PaydownsOther**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
9/30/2024
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
9/30/2024
First lien senior secured debt$2,266,885 $582,422 $(154,759)$5,434 $369 $(442)$2,699,909 $(441)
Sponsor subordinated note— — — — 10 — 
Total$2,266,894 $582,422 $(154,759)$5,434 $369 $(441)$2,699,919 $(441)
Level 3 Assets at Fair Value for the Nine Months Ended September 30, 2024*
(Amounts in thousands)Balance 1/1/2024Purchases and DrawdownsSales and PaydownsOther**Realized Gains/ (Losses)Change in Unrealized
Appreciation/(Depreciation)
Balance
9/30/2024
Change in
Unrealized
Appreciation/
(Depreciation)
for Level 3
Assets Still
Held as of
9/30/2024
First lien senior secured debt$1,343,692 $1,634,764 $(290,248)$12,625 $599 $(1,523)$2,699,909 $(1,527)
Sponsor subordinated note13 — — — (4)10 — 
Total$1,343,705 $1,634,764 $(290,248)$12,626 $599 $(1,527)$2,699,919 $(1,527)
*Gains and losses are included in their respective captions in the consolidated statements of operations.
**Includes accretion, paydown gains/(losses) and interest received in-kind on debt instruments, where applicable.
Significant Unobservable Inputs
In accordance with ASC 820, the following tables provide quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of September 30, 2025 and December 31, 2024. The table is not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
77

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Asset ClassFair Value
as of
9/30/25
Valuation
Techniques
Significant
Unobservable Inputs
Input Ranges
Weighted
Average (1)
Impact to Valuation
from an Increase
in Input
(Amounts in thousands)
First lien senior secured debt$3,466,446 Discounted cash flowYield
8.6% - 103.2%
9.9 %Decrease
5,670 Discounted cash flowYield
12.4% - 12.5%
12.4 %Decrease
Market comparableLTM Revenue multiple
1.3x
1.3x
Increase
136 Discounted cash flowYield
24.7% - 24.9%
24.8 %Decrease
Market comparableForward Revenue multiple
0.3x
0.3x
Increase
34,370 Market comparableLTM EBITDA multiple
7.6x - 14.0x
13.8x
Increase
1,141 Market comparableForward EBITDA multiple
10.5x
10.5x
Increase
1,964 Market comparableForward Revenue multiple
0.9x - 3.3x
1.2x
Increase
3,693 Market comparableLTM Revenue multiple
1.0x - 2.3x
1.5x
Increase
2,106 Market comparableForward Revenue multiple
0.5x
0.5x
Increase
Forward EBITDA multiple
7.3x
7.3x
Increase
1,645 Market comparableLTM EBITDA multiple
10.3x
10.3x
Increase
Forward EBITDA multiple
8.0x
8.0x
Increase
1,603 Market comparableLTM Revenue multiple
0.6x - 0.9x
0.6x
Increase
Forward Revenue multiple
0.6x - 0.9x
0.6x
Increase
Sponsor subordinated note18 Market comparableLTM EBITDA multiple
7.6x
7.6x
Increase
$3,518,792 
78

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Asset ClassFair Value as of 12/31/24Valuation
Techniques
Significant
Unobservable Inputs
Input Ranges
Weighted
Average (1)
Impact to Valuation
from an Increase
in Input
(Amounts in thousands)
First lien senior secured debt$2,379,881 Discounted cash flowYield
9.3% - 56.3%
10.9 %Decrease
First lien senior secured debt1,483 Market comparableForward Revenue multiple
0.9x - 2.0x
1.3x
Increase
First lien senior secured debt1,845 Market comparableLTM EBITDA multiple
14.3x
14.3x
Increase
First lien senior secured debt1,345 Market comparableForward EBITDA multiple
8.4x
8.4x
Increase
First lien senior secured debt2,048 Market comparableLTM Revenue multiple
0.6x
0.6x
Increase
Sponsor subordinated note15 Market comparableLTM EBITDA multiple
7.6x
7.6x
Increase
$2,386,617 
(1)Weighted average is calculated by weighing the significant unobservable input by the relative fair value of each investment in the category.
The Company’s other Level 3 investments, which represented $285,226,000 as of September 30, 2025 and $693,952,000 as of December 31, 2024, have been valued primarily using recent transactions. The significant unobservable input used in the discounted cash flow is the yield. The yield is used to discount the estimated future cash flows expected to be received from the underlying investment. The Company considers the portfolio company performance since close, the leverage used by the portfolio company relative to its total enterprise value and other risks associated with an investment in determining the yield. The significant unobservable inputs used in the market comparable valuation techniques include the next twelve months forward and latest twelve month (“LTM”) EBITDA (net income before net interest expense, income tax expense, depreciation and amortization) multiple. Forward or LTM EBITDA for comparable portfolio companies are multiplied by the portfolio companies most recent available EBITDA to derive the portfolio company fair value. Pricing models take into account the contractual terms of the financial instrument, as well as relevant inputs, including where applicable, equity prices, interest rate yield curves, credit curves, correlation, and the creditworthiness of the counterparty.
Note 5.  Debt
In accordance with the 1940 Act, the Company can borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.
The carrying values of borrowings outstanding under the debt facilities approximate fair value. As of September 30, 2025 and December 31, 2024, the asset coverage ratio was 212.1% and 188.3%, respectively.
79

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
For the three and nine months ended September 30, 2025 and 2024 the components of interest expense were as follows:

(Amounts in thousands)Three Months Ended
September 30, 2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Interest expense$33,529 $27,394 $95,489 $61,097 
Amortization of deferred financing costs1,711 1,209 5,281 2,633 
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps(1,070)— (14,766)— 
Hedged items769 13,493 
Total interest expense$34,939 $28,603 $99,497 $63,730 
Average interest rate6.73 %7.72 %6.76 %7.84 %
Average daily borrowings$1,790,090 $1,299,712 $1,735,364 $960,691 
Credit Facilities

On June 17, 2022, Twin Brook Capital Funding XXXIII MSPV, LLC, as borrower (the “MSPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new loan and servicing agreement (as amended, supplemented or otherwise modified from time to time, the “MSPV Credit Facility”) with Twin Brook Capital Funding XXXIII, LLC, as the transferor (the “Transferor”), AGTB Fund Manager, LLC, as the servicer, Morgan Stanley Asset Funding, Inc., as administrative agent, the lenders from time to time party thereto and The Bank of New York Mellon Trust Company, National Association, as the collateral agent, account bank and collateral custodian.
From time to time, the Transferor expects to sell and/or contribute certain investments to the MSPV Borrower. Proceeds from the MSPV Credit Facility will be used to finance the origination and acquisition of loans by the MSPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the MSPV Borrower through its ownership of the MSPV Borrower. The MSPV Borrower is required to meet financial covenants under the MSPV Credit Facility agreement. As of September 30, 2025 and December 31, 2024, the MSPV Borrower was in compliance with all such covenants.
The MSPV Credit Facility has a maximum principal amount of $500 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the MSPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The MSPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the MSPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the MSPV Credit Facility will terminate on June 17, 2027 (the “Reinvestment Period”) with a scheduled final maturity date of May 28, 2029. The revolving loans are subject to an interest rate, during the Reinvestment Period, of Term SOFR plus 2.20% per annum and thereafter, Term SOFR plus 2.70% per annum. Prior to May 28, 2024, when the MSPV Credit Facility was amended, the Reinvestment Period terminated on June 17, 2025, the final maturity date was June 17, 2027, and the revolving loans were subject to an interest rate of Term SOFR plus 2.50% per annum during the Reinvestment Period and Term SOFR plus 3.00% per annum during the period following the Reinvestment Period.

On December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the “ASPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the “ASPV Credit Facility”), with the Transferor, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent and arranger, Computershare Trust Company, National Association, as the collateral custodian, and the lenders from time to time party thereto. On September 19, 2023 the ASPV Credit Facility was amended to appoint Western Alliance Trust Company, N.A., as the successor collateral custodian, and Computershare Trust Company, N.A. resigned as collateral custodian.
80

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued

From time to time, the Transferor expects to sell and/or contribute certain investments to the ASPV Borrower. Proceeds from the ASPV Credit Facility will be used to finance the origination and acquisition of loans by the ASPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the ASPV Borrower through its ownership of the ASPV Borrower.

The ASPV Credit Facility has a maximum principal amount of $500 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the ASPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The ASPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the ASPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the ASPV Credit Facility will terminate on December 12, 2025 (the “Reinvestment Period”) with a scheduled final maturity date of December 12, 2027. The revolving loans will be subject to an interest rate of daily simple SOFR plus 2.875% per annum.

On August 9, 2024, the ASPV Credit Facility was amended to, among other things: (i) increase the initial maximum principal amount from $300 million to $500 million, subject to availability under a borrowing base, (ii) reduce the interest rate on revolving loans from daily simple SOFR plus 2.875% per annum to daily simple SOFR plus 2.40% per annum and (iii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from December 12, 2025 to August 9, 2027 and extend the final scheduled maturity date from December 12, 2027 to August 9, 2029.

The ASPV Credit Facility is secured by all of the assets of the ASPV Borrower and a pledge of equity interests in the ASPV Borrower. The ASPV Borrower is subject to meet financial covenants under the ASPV Credit Facility agreement. As of September 30, 2025 and December 31, 2024, the ASPV Borrower was in compliance with all such covenants.

On November 17, 2023, the Company, as borrower, entered into a new Senior Secured Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Truist Credit Facility”), with the lenders and issuing banks party thereto and Truist Bank, as administrative agent.

On August 16, 2024, the Truist Credit Facility was amended to, among other things: (i) increase the initial maximum principal amount from $300 million to $975 million, subject to availability under a borrowing base, (ii) increase the additional commitments that the Company may seek from new and existing lenders in the future, up to an aggregate facility size not to exceed $1,462,500,000, and (iii) extend the termination date of the lenders’ obligation to make loans under the Truist Credit Facility from November 17, 2027 to August 16, 2028 and extend the final scheduled maturity date from November 17, 2028 to August 16, 2029.

The Company may prepay any class of loans and/or terminate or reduce the revolving commitments of any class under the Truist Credit Facility at any time without penalty. The revolving loans will be subject to an interest rate of, at the Company’s option, adjusted term SOFR plus 2.00% or the alternate base rate plus 1.00%.

The Truist Credit Facility is guaranteed by Twin Brook Capital Funding XXXIII, LLC (the “Guarantor”), a direct and wholly owned subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The Truist Credit Facility is secured by all assets of the Company and the Guarantor. The Company is subject to meet financial covenants under the Truist Credit Facility agreement. As of September 30, 2025 and December 31, 2024, the Company was in compliance with all such covenants.

As of September 30, 2025, there are approximately $274.2 million in borrowings outstanding on the ASPV Credit Facility, $363.1 million in borrowings outstanding on the MSPV Credit Facility and $146.2 million in borrowings outstanding on the Truist Credit Facility. Borrowings under the Company’s facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

On October 1, 2025 and October 2, 2025, respectively, the Company, as borrower, entered into amendments to the Truist Credit Facility and ASPV Credit Facility, as disclosed in Note 12. Subsequent Events.

81

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Private Placement Notes - Series A

On March 19, 2024, the Company entered into a Note Purchase Agreement, governing the issuance of $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 (the “Tranche A Notes”) and $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 (the “Tranche B Notes”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 7.69% per annum and 7.78% per annum, respectively. The Tranche A Notes and the Tranche B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.

Interest on the Tranche A Notes and the Tranche B Notes will be due semiannually on March 19 and September 19 of each year, beginning on September 19, 2024. The Tranche A Notes and the Tranche B Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Tranche A Notes and the Tranche B Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Tranche A Notes and the Tranche B Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Company.

In connection with the Tranche A Notes and the Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the Tranche A Notes and the Tranche B Notes in a qualifying hedge accounting relationship.

As of September 30, 2025 and December 31, 2024, the Company was in compliance with all financial covenants and other requirements of each of the Series A, Tranche A Notes and Tranche B Notes.

Private Placement Notes - Series B

On October 15, 2024, the Company, entered into a First Supplement to the Master Note Purchase Agreement dated as of March 19, 2024 , governing the issuance of 400 million aggregate principal amount of Series B Notes consisting of (i) 85 million aggregate principal amount of 6.42% Series B Senior Notes, Tranche A, due October 15, 2028 (the “Tranche A Notes”), (ii) 25 million aggregate principal amount of Series B Senior Notes, Tranche B, due October 15, 2029 to be issued at a floating rate (the “Tranche B Notes”), and (iii) 290 million aggregate principal amount of 6.52% Series B Senior Notes, Tranche C, due October 15, 2029 (the “Tranche C Notes,” collectively with the Tranche A Notes and Tranche B Notes, the “Series B Notes”), to qualified institutional investors in a private placement. The Tranche B Notes bear interest at a floating interest rate equal to three-month SOFR plus 3.24% per annum. The Series B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Series B Tranche A Notes and the Series B Tranche B Notes and 100 million of the Series B Tranche C Notes were delivered and paid for on October 15, 2024. Of the remaining Series B Tranche C Notes, 100 million and 90 million were delivered and paid for on November 14, 2024 and December 12, 2024, respectively.

Private Placement Notes - Series C

On June 30, 2025, the Company entered into a Second Supplement to the Master Note Purchase Agreement dated as of March 19, 2024, governing the issuance of $100 million aggregate principal amount of Series C Notes consisting of (i) $25 million aggregate principal amount of 6.05% Series C Senior Notes, Tranche A, due June 30, 2028 (the “Series C Tranche A Notes”), and (ii) $75 million aggregate principal amount of 6.40% Series C Senior Notes, Tranche B, due June 30, 2030 (the “Series C Tranche B Notes,” together with the Tranche A Notes, the “Series C Notes”), to qualified institutional investors in a private placement. The Series C Tranche A Notes and the Series C Tranche B Notes bear interest at a rate equal to 6.05% per annum and 6.40% per annum, respectively. The Series C Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Series C Tranche A Notes and the Series C Tranche B Notes were delivered and paid for on June 30, 2025.


Debt Securitizations

82

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
On May 30, 2024, the Company completed an approximately $445.0 million term debt securitization (the “CLO Transaction”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements. The secured notes issued in the CLO Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by Twin Brook CLO 2024-1 LLC (the “Issuer”), an indirect, wholly-owned, consolidated subsidiary of the Company, and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.

The following table presents information on the secured notes and equity interests in the CLO Transaction:

As of September 30, 2025
(Amounts in thousands)Principal OutstandingInterest RateCredit Rating
Class A Senior Secured Floating Rate Notes$161,000
SOFR + 1.90%
AAA(sf)
Class A-L Senior Secured Floating Rate Loans$100,000
SOFR + 1.90%
AAA(sf)
Class B Senior Secured Floating Rate Notes$45,000
SOFR + 2.30%
AA(sf)
Class C Senior Secured Floating Rate Notes$36,000
SOFR + 2.95%
A(sf)
Class D Senior Secured Floating Rate Notes$27,000
SOFR + 4.95%
BBB(sf)
Equity Interests1
$76,000NoneNot Rated
Total CLO Transaction$445,000
(1) Equity Interests were retained by the Company as of September 30, 2025.

The secured notes are scheduled to mature on July 20, 2036, unless redeemed by the Issuer, at the direction of the Adviser, serving as collateral manager, on any business day after July 20, 2026.

The Class A Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes (collectively, the “Secured Debt”) are the secured obligations of the Issuer and the Equity Interests are the unsecured obligations of Issuer. The Class A-L Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the indenture and related agreements. The indenture governing the CLO Transaction includes customary covenants and events of default.

As part of the CLO Transaction, a wholly owned subsidiary of the Company (the “Retention Holder”) sold and transferred certain middle market loans to the Issuer for the purchase price and other consideration set forth in a loan sale agreement and for future sales from the Retention Holder to the Issuer on an ongoing basis. Such loans constituted the initial portfolio of assets securing the Secured Debt. In connection with such sale and transfer, the Retention Holder made customary representations, warranties and covenants to the Issuer.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Adviser serves as collateral manager to Issuer under a collateral management agreement and is entitled to receive fees for providing the services; however, the Adviser has waived its right to receive such fees but may rescind such waiver at any time.

Short-Term Debt

In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180-days from the date it was transferred (each a “Short Term Financing Transaction”). At the expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.

As of September 30, 2025 and December 31, 2024, the Company did not have borrowings under Short-Term Financing Transactions.
83

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued

Total debt consisted of the following as of September 30, 2025:
As of September 30, 2025
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value(2)
Assets Pledged as Collateral(3)
ASPV Credit Facility$500,000 $274,200 $58,956 $274,200 $501,263 
MSPV Credit Facility500,000 363,100 74,273 363,100 707,695 
Truist Credit Facility975,000 146,200 408,259 146,200 2,160,297 
Series A Tranche A Notes90,000 90,000 — 90,384 — 
Series A Tranche B Notes150,000 150,000 — 151,953 — 
Series B Tranche A Notes85,000 85,000 — 86,092 — 
Series B Tranche B Notes25,000 25,000 — 25,000 — 
Series B Tranche C Notes290,000 290,000 — 294,360 — 
 Series C Tranche A Notes25,000 25,000 — 25,324 — 
 Series C Tranche B Notes75,000 75,000 — 75,078 — 
CLO Transaction369,000 369,000 369,000 434,764 
Total$3,084,000 $1,892,500 $541,488 $1,900,691 $3,804,018 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Carrying value is inclusive of adjustments for the change in fair value of the effective hedge relationship, if applicable.
(3)Fair market value of the assets held as collateral in the respective credit facility.

Total debt consisted of the following as of December 31, 2024:

As of December 31, 2024
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value
Assets Pledged as Collateral(2)
ASPV Credit Facility$500,000 $251,300 $69,062 $251,300 $493,142 
MSPV Credit Facility500,000 191,400 101,922 191,400 505,122 
Truist Credit Facility975,000 299,600 546,860 299,600 1,639,675 
Series A Tranche A Notes90,000 90,000 — 89,732 — 
Series A Tranche B Notes150,000 150,000 — 148,799 — 
Series B Tranche A Notes85,000 85,000 — 84,330 — 
Series B Tranche B Notes25,000 25,000 — 25,000 — 
Series B Tranche C Notes290,000 290,000 — 286,838 — 
CLO Transaction369,000 369,000 — 369,000 442,629 
Total$2,984,000 $1,751,300 $717,844 $1,745,999 $3,080,569 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Fair market value of the assets held as collateral in the respective credit facility.

84

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Average debt outstanding and weighted average interest rates of outstanding debt for the three and nine months ended September 30, 2025 and 2024 were as follows:
Three Months Ended September 30, 2025Three Months Ended September 30, 2024
Weighted Average Interest RateAverage Debt Outstanding (in thousands)Weighted Average Interest RateAverage Debt Outstanding (in thousands)
ASPV Credit Facility6.74%$275,154 7.91%$258,816 
MSPV Credit Facility6.46%$365,495 7.52%$195,370 
Truist Credit Facility6.84%$40,441 7.49%$236,526 
Series A Tranche A Notes7.69%$90,000 7.69%$90,000 
Series A Tranche B Notes7.78%$150,000 7.78%$150,000 
Series B Tranche A Notes6.42%$85,000 
Series B Tranche B Notes7.55%$25,000 
Series B Tranche C Notes6.52%$290,000 
 Series C Tranche A Notes6.05%$25,000 
 Series C Tranche B Notes6.40%$75,000 
CLO Transaction6.59%$369,000 7.57%$369,000 
 Total Weighted Average 6.73%$1,790,090 7.65%$1,299,712 

Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
Weighted Average Interest RateAverage Debt Outstanding (in thousands)Weighted Average Interest RateAverage Debt Outstanding (in thousands)
ASPV Credit Facility6.73%$289,481 8.06%$212,435 
MSPV Credit Facility6.47%$346,156 7.74%$261,637 
Truist Credit Facility6.78%$56,662 7.56%$147,947 
Series A Tranche A Notes7.69%$90,000 7.69%$64,380 
Series A Tranche B Notes7.78%$150,000 7.78%$107,299 
Series B Tranche A Notes6.42%$85,000 
Series B Tranche B Notes7.55%$25,000 
Series B Tranche C Notes6.52%$290,000 
Series C Tranche A Notes6.05%$8,516 
Series C Tranche B Notes6.40%$25,549 
CLO Transaction6.64%$369,000 7.57%$166,993 
 Total Weighted Average 6.76%$1,735,364 7.72%$960,691 
Note 6.  Agreements and Related Party Transactions
Administration Agreement
On October 25, 2022, the Company entered into an administration agreement (the “Original Administration Agreement”) with AGTB Fund Manager, LLC (the “Administrator”). Under the terms of the Original Administration Agreement, the Administrator performs, or oversees the performance of, required administrative services, which include providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.
On September 6, 2023, the Company entered into an amended and restated administration agreement (the “Administration Agreement”) with the Administrator. The Administration Agreement amended and restated the Original Administration Agreement in response to comments issued by certain state securities regulators in connection with their review of the
85

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Company’s continuous offering of Common Shares. The terms and conditions of the Administration Agreement are unchanged from those of the Original Administration Agreement, under which the Administrator has provided administrative services to the Company since its inception, except to (i) remove overhead expenses (including rent, office equipment and utilities) from the description of costs and expenses of the Administrator that are to be borne by the Company and (ii) clarify certain types of costs and expenses related to the Company’s operations, administration and transactions that are to be borne by the Company.
The Company reimburses the Administrator for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed for it by such affiliate or third party.
Unless earlier terminated as described below, the Administration Agreement will remain in effect until September 6, 2026 and from year to year thereafter if approved annually by the vote of the Board of Trustees and the vote of a majority of the Company’s independent trustees (the “Independent Trustees”). The Administration Agreement may be terminated by either party without penalty upon not less than 60 days’ written notice to the other.
No person who is an officer, trustee, or employee of the Administrator or its affiliates and who serves as a trustee of the Company receives any compensation from the Company for his or her services as a trustee. However, the Company reimburses the Administrator (or its affiliates) for an allocable portion of the compensation paid by the Administrator or its affiliates to the Company’s officers who provide operational and administrative services, as well as their respective staffs and other professionals who provide services to the Company, who assist with the preparation, coordination and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Trustees who are not affiliated with the Administrator receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three and nine months ended September 30, 2025, the Administrator charged approximately $248,000 and $1,078,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three and nine months ended September 30, 2024, the Administrator charged approximately $489,000 and $1,084,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

Investment Management Agreement
On October 25, 2022, the Company entered into an investment management agreement (the “Original Investment Management Agreement”) with the Adviser. Under the terms of the Original Investment Management Agreement, the Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring the Company’s investments and portfolio companies on an ongoing basis.
On September 6, 2023, the Company entered into an amended and restated investment management agreement (the “Prior Investment Management Agreement”) with its Adviser, in response to comments issued by certain state securities regulators in connection with their review of the Company’s continuous offering of Common Shares. The terms of the Prior Investment Management Agreement were unchanged from those of the Original Investment Management Agreement, except to (i) remove conditional language that sunsets certain provisions if the Company’s securities become “covered securities,” as defined in Section 18 of the Securities Act of 1933, as amended; (ii) remove overhead expenses (including rent, office equipment and utilities) from the costs and expenses of the Administrator that are to be borne by the Company; (iii) clarify certain types of costs and expenses related to the Company’s operations, administration and transactions that are to be borne by the Company; and (iv) clarify the Adviser’s indemnification standard is consistent with the NASAA Omnibus Guidelines.
In connection with the TPG Transaction closing on November 1, 2023, the Company entered into an amended and restated investment management agreement (the “Investment Management Agreement”) with its Adviser. Under applicable law, the TPG Transaction resulted in an assignment and automatic termination of the Prior Investment Management Agreement. The Investment Management Agreement became effective upon the closing of the TPG Transaction and the terms of the Investment Management Agreement are identical to the Prior Investment Management Agreement. On September 26, 2023, the Company’s shareholders approved the Investment Management Agreement.
86

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Unless earlier terminated as described below, the Investment Management Agreement will remain in effect until November 1, 2026 and from year to year thereafter if approved annually by the vote of the Board of Trustees of the Company or by the vote of a majority of the outstanding voting securities of the Company, and the vote of a majority of the Company’s Independent Trustees. The Investment Management Agreement will automatically terminate in the event of assignment. The Investment Management Agreement may be terminated by (1) the Company without penalty on 60 days’ written notice, (2) by the vote of a majority of the outstanding voting securities of the Company or by the vote of the Company’s trustees, or (3) the Adviser on 120 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
The Investment Management Agreement also provides that the Company reimburses the Adviser for certain organizational costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.
As of September 30, 2025 and December 31, 2024, the Company has approximately $5.3 million and $3.1 million, respectively, payable to the Adviser for organizational, offering and operating costs, which is included in “accrued expenses and other liabilities payable to affiliate” and “due to affiliate” on the statements of assets and liabilities.
Under the terms of the Investment Management Agreement, the Company pays the Adviser a base management fee and certain incentive fees. The cost of both the base management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The base management fee is calculated at an annual rate of 1.25% of the Company’s net assets. For services rendered under the Investment Management Agreement, the base management fee is payable monthly in arrears. The base management fee is calculated based on the Company’s net assets at the first business day of the applicable month.
For the three and nine months ended September 30, 2025, the Company accrued approximately $6.3 million and $16.8 million of base management fees payable to the Adviser. For the three and nine months ended September 30, 2024, the Company accrued approximately $4.2 million and $10.2 million of base management fees payable to the Adviser. As of September 30, 2025 and December 31, 2024, base management fees payable by the Company to the Adviser were approximately $6.3 million and $4.6 million, respectively.
Pursuant to the Investment Management Agreement, the Adviser is entitled to an incentive fee (“Incentive Fee”), which consists of two components; an incentive fee based on income and an incentive fee based on capital gains.
The portion based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between the Company and the Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).
Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount (“OID”), debt instruments with payment-in-kind (“PIK”) interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.
Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).
87

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company will pay the Adviser an incentive fee quarterly in arrears with respect to the Company’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:
No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Company’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized) (the “hurdle rate” or “Hurdle”);
100% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the Hurdle but is less than a rate of return of 1.43% (5.72% annualized). The Company refers to this portion of its Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of the Company’s Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.43% in any calendar quarter; and 12.5% of the dollar amount of the Company’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized). This reflects that once the Hurdle is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.
These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.
The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP. The Company will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if the Company were to sell the relevant investment and realize a capital gain.
For the three and nine months ended September 30, 2025, the Company accrued approximately $7.4 million and $20.2 million of income incentive fees. For the three and nine months ended September 30, 2024, the Company accrued approximately $5.5 and $13.9 million of income incentive fees. As of September 30, 2025 and December 31, 2024, the Company had approximately $7.4 million and $5.5 million, respectively, of income incentive fees payable.
As of September 30, 2025, the Company had approximately $0.0 million of accrued capital gains incentive fees, of which none were paid or payable to the Adviser. As of December 31, 2024, the Company had no accrued capital gains incentive fees, of which none were paid or payable to the Adviser, representing no change in accrued capital gains incentive fees.

Shareholder Servicing and/or Distribution Fees — Class S and Class D
On March 1, 2023, the Company entered into an Intermediary Manager Agreement with Foreside Financial Services, LLC, as its “Intermediary Manager” and principal underwriter in connection with the offering of the shares of the Company.
The Intermediary Manager is a broker-dealer registered with the SEC is a member of the Financial Industry Regulatory Authority (“FINRA”).
The following table shows the shareholder servicing and/or distribution fees we pay the Intermediary Manager under the Intermediary Manager Agreement with respect to the Class S, Class D and Class I shares on an annualized basis as a percentage of our NAV for such class. The shareholder servicing and/or distribution fees will be paid monthly in arrears, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month.
 
Shareholder Servicing
and/or Distribution
Fee as a % of NAV
 
Class S shares
0.85%
Class D shares
0.25%
Class I shares
—%
88

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Subject to FINRA and other limitations on underwriting compensation, we will pay a shareholder servicing and/or distribution fee equal to 0.85% per annum of the aggregate NAV for the Class S shares and a shareholder servicing and/or distribution fee equal to 0.25% per annum of the aggregate NAV for the Class D shares, in each case, payable monthly.
The Adviser voluntarily agreed to pay up to 0.60% of the shareholder servicing and/or distribution fee on Class S shares sold for the one-year period beginning October 1, 2023 and ending October 1, 2024. The Adviser has voluntarily agreed to pay up to 0.25% of the shareholder servicing and/or distribution fee on Class S shares sold for the period between October 1, 2024 through September 30, 2025. The Adviser has voluntarily agreed to pay up to 0.25% of the shareholder servicing and/or distribution fee on Class D shares sold in the Company’s continuous offering of Common Shares for the period between December 1, 2024 and September 30, 2025.
The shareholder servicing and/or distribution fees will be paid monthly in arrears. The shareholder servicing and/or distribution fees are similar to sales commissions. The distribution and servicing expenses borne by the participating brokers may be different from and substantially less than the amount of shareholder servicing and/ or distribution fees charged. The Intermediary Manager will reallow (pay) all or a portion of the shareholder servicing and/or distribution fees to participating brokers and servicing brokers for ongoing shareholder services performed by such brokers, and, at the request of the Fund, will waive shareholder servicing and/or distribution fees to the extent a broker is not eligible to receive it for failure to provide such services. Because the shareholder servicing and/or distribution fees with respect to Class S shares and Class D shares are calculated based on the aggregate NAV for all of the outstanding shares of each such class, it reduces the NAV with respect to all shares of each such class, including shares issued under our DRIP. The distribution and servicing plan adopted in compliance with Rule 12b-1 is a compensation plan, which means that the Intermediary Manager is compensated regardless of its expenses, as opposed to a reimbursement plan which reimburses only for expenses incurred. The Intermediary Manager does not retain any shareholder servicing and/or distribution fees for profit. All shareholder servicing and/or distribution fees are held in a retention account by the Intermediary Manager to pay for and/or reimburse the Adviser for distribution-related expenditures.
Eligibility to receive the shareholder servicing and/or distribution fee is conditioned on a broker providing the following ongoing services with respect to the Class S or Class D shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive the shareholder servicing and/or distribution fee due to failure to provide these services, the Intermediary Manager, at the request of the Fund, will waive the shareholder servicing and/or distribution fee that broker would have otherwise been eligible to receive. The shareholder servicing and/or distribution fees are ongoing fees that are not paid at the time of purchase.

For the three and nine months ended September 30, 2025, the Company accrued approximately $470,000 and $1,101,000 of Class S shareholder servicing and distribution fees, of which $138,000 and $324,000, respectively, were waived as they were borne by the Adviser. For the three and nine months ended September 30, 2025, the Company accrued approximately $2,000 and $4,000 of Class D shareholder servicing and distribution fees, of which $2,000 and $4,000, respectively, were waived as they were borne by the Advisor. For the three and nine months ended September 30, 2024, the Company accrued approximately $157,000 and $368,000 of Class S shareholder servicing and distribution fees, of which $111,000 and $260,000, respectively, were waived as they were borne by the Adviser. For the three and nine months ended September 30, 2024, the Company accrued approximately $1,000 and $2,000 of Class D shareholder servicing and distribution fees.

Expense Support and Conditional Reimbursement Agreement

The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser on October 25, 2022. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

89

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company shall be referred to herein as a “Reimbursement Payment”. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

No Reimbursement Payment for any month will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) the “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing operating expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by net assets.

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

For the three and nine months ended September 30, 2025 and 2024, no such Expense Payments were made by the Adviser.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the Company’s Independent Trustees, and in some cases, the prior approval of the SEC. The Company intends to rely on exemptive relief that has been granted by the SEC to the Company, the Adviser, and TPG Angelo Gordon to permit the Company to co-invest with other funds managed by the Adviser or TPG Angelo Gordon, in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.
Pursuant to such exemptive relief, the Company is generally permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board of Trustees make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, and (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing. In certain situations where co-investment with one or more funds managed by TPG Angelo Gordon is not permitted or appropriate, TPG Angelo Gordon will need to decide which funds will proceed with the investment. TPG Angelo Gordon will make these determinations based on its policies and procedures, which are designed to reasonably ensure that investment opportunities are allocated fairly and equitably among affiliated funds over time and in a manner that is consistent with applicable laws, rules and regulations.
90

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Investment in Affiliated Funds
The Company holds equity investments through its interest in the affiliated funds, Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC. These were created to hold equity interests that are purchased alongside the underlying portfolio companies’ debt.
Fair value for the three and nine months ended September 30, 2025 and 2024, and transactions of the Company’s investments in affiliates were as follows:

Investment in Affiliated Funds at Fair Value for the Three Months Ended September 30, 2025
(Amounts in thousands)Fair Value as of July 1, 2025Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
September 30, 2025
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$91,853 $6,031 $(1,865)$466 $168 $96,653 $— 
Twin Brook Segregated Equity Holdings, LLC15 — — — — 15 — 
Total non-controlled/affiliated investments$91,868 $6,031 $(1,865)$466 $168 $96,668 $— 
Investment in Affiliated Funds at Fair Value for the Nine Months Ended September 30, 2025
(Amounts in thousands)Fair Value as of January 1, 2025Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
September 30, 2025
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$80,638 $13,806 $(3,949)$1,180 $4,978 $96,653 $— 
Twin Brook Segregated Equity Holdings, LLC16 — — — (1)15 — 
Total non-controlled/affiliated investments$80,654 $13,806 $(3,949)$1,180 $4,977 $96,668 $— 
91

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Investment in Affiliated Funds at Fair Value for the Three Months Ended September 30, 2024
(Amounts in thousands)Fair Value as of July 1, 2024Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
September 30, 2024
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$69,894 $6,514 $(650)$514 $1,790 $78,062 $— 
Twin Brook Segregated Equity Holdings, LLC19 — — — — 19 — 
Total non-controlled/affiliated investments$69,913 $6,514 $(650)$514 $1,790 $78,081 $— 
Investment in Affiliated Funds at Fair Value for the Nine Months Ended September 30, 2024
(Amounts in thousands)Fair Value as of January 1, 2024Gross AdditionsGross ReductionsNet Realized Gain (Loss)Net Change in Unrealized
Appreciation (Depreciation)
Fair Value as of
September 30, 2024
Dividend, Interest, PIK and Other
Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC$54,697 $20,903 $(964)$549 $2,877 $78,062 $— 
Twin Brook Segregated Equity Holdings, LLC17 — — — 19 — 
Total non-controlled/affiliated investments$54,714 $20,903 $(964)$549 $2,879 $78,081 $— 
Note 7.  Derivatives
The Company may enter into foreign currency forward contracts from time to time to help mitigate the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies.
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company may enter into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or a similar agreement with its derivative counterparties. An ISDA Master Agreement is a bilateral agreement between the Company and a counterparty that governs OTC derivatives, including foreign currency forward contracts, and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
92

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
For the three and nine months ended September 30, 2025, the Company’s monthly average USD notional exposure to derivatives was approximately $715,338,000 and $659,809,000. For the three and nine months ended September 30, 2024, the Company’s monthly average USD notional exposure to derivatives was approximately $1,391,000 and $1,521,000.
The tables below present derivatives contracts as of September 30, 2025 and their respective classification on the consolidated statement of assets and liabilities:

Derivative Contracts/Hedged ItemsFair Value (Amounts in Thousands)Statement of Assets and Liabilities Classification
Foreign currency forward contracts$Unrealized gain on derivative contracts
Interest rate swaps(1)
3,583 Unrealized gain on derivative contracts
Interest rate swaps(1)
(2,655)Unrealized loss on derivative contracts
Interest rate options507 Unrealized gain on derivative contracts
Hedged items(2)
8,191 Debt
(1) The interest rate swaps above are designated in a qualifying hedging relationship with unsecured borrowings.
(2) The hedged items above represent the carrying value adjustment to unsecured borrowings in a designated hedging relationship as further described in the hedging note below.
93

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
The table below presents the impact to the consolidated statements of operations from derivative contracts that were not designated in a qualifying hedging relationship during the three and nine months ended September 30, 2025 and 2024:
(Amounts in thousands)Three Months Ended September 30, 2025Three Months Ended September 30, 2024Nine Months
Ended
September 30,
2025
Nine Months Ended September 30, 2024
Net change in unrealized gain (loss) on foreign currency forward contracts$14 $(4)$(38)$33 
Net change in unrealized gain (loss) on interest rate swaps and options(630)(1,387)(304)(1,387)
Realized (loss) on foreign currency forward contracts(36)(9)— 
The Company has not applied counterparty netting or collateral netting; as such, the amounts of cash collateral received and posted are not offset against the derivative assets and derivative liabilities in the consolidated statements of assets and liabilities.
The following tables present the Company’s assets and liabilities related to derivatives by counterparty, net of amounts available for offset under a master netting arrangement and net of any collateral received or pledged by the Company for such assets and liabilities as of September 30, 2025:
(Amounts in thousands)
As of September 30, 2025
AssetsDerivative Assets Subject to Master Netting AgreementDerivatives Available for OffsetNon-Cash Collateral ReceivedCash Collateral Received
Net Amount of Derivative Assets(1)
Morgan Stanley Capital Services, LLC$3,394 $(449)$— $— $2,945 
MUFG Bank, Ltd.186 (186)— — — 
Wells Fargo Bank, N.A.106 (106)— — — 
Regions Bank412 — — — 412 
Total$4,098 $(741)$— $— $3,357 
(Amounts in thousands)
As of September 30, 2025
LiabilitiesDerivative Liabilities Subject to Master Netting AgreementDerivatives Available for OffsetNon-Cash Collateral Received
Cash Collateral Pledged(2)
Net Amount of Derivative Liabilities(3)
Morgan Stanley Capital Services, LLC$(449)$449 $— $— $— 
MUFG Bank, Ltd.(1,657)186 — 1,471 — 
Wells Fargo Bank, N.A.(549)106 — 443 — 
Regions Bank— — — — — 
Total$(2,655)$741 $— $1,914 $— 
(1) Net amount of derivative assets represents the net amount due from the counterparty to the Company.
(2) The actual collateral pledged could be more than the amount shown due to over collateralization.
(3) Net amount of derivative liabilities represents the net amount due from the Company to the counterparty.
94

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Hedging
In connection with certain fixed rate unsecured notes issued by the Company, the Company has entered into fixed to floating interest rate swaps to more closely align the interest rates of such liabilities with the Company’s investment portfolio, which consists primarily of floating rate loans. For derivative instruments designated in qualifying hedge relationships, the change in fair value of the hedging instrument are recorded as interest expense and in the consolidated statements of operations.
The table below presents the impact to the consolidated statements of operations from derivative assets and liabilities designated in a qualifying hedge accounting relationship for the three and nine months ended September 30, 2025 and 2024:

(Amounts in thousands)Three Months Ended September 30, 2025Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Financial Statement Location
Interest rate swaps$(1,070)$6,377 $(14,766)$5,851 Interest expense
Hedged items$769 $(6,377)$13,493 $(5,851)Interest expense


The table below presents the carrying value of unsecured borrowings as of September 30, 2025 that are designated in a qualifying hedging relationship and the related cumulative hedging adjustment (increase/(decrease)) from current and prior hedging relationships included in such carrying values:

DescriptionPrincipal Amount (Amounts in thousands)Carrying Value (Amounts in thousands)Cumulative Hedging Adjustments (Amounts in thousands)
Series A Tranche A Notes$90,000 $90,384 $384 
Series A Tranche B Notes150,000 151,953 1,953 
Series B, Tranche A Notes85,000 86,092 1,092 
Series B, Tranche C Notes290,000 294,360 4,360 
Series C, Tranche A Notes25,000 25,324 324 
Series C, Tranche B Notes75,000 75,078 78 
Total$715,000 $723,191 $8,191 

The table below presents the carrying value of unsecured borrowings as of December 31, 2024 that are designated in a qualifying hedging relationship and the related cumulative hedging adjustment (increase/(decrease)) from current and prior hedging relationships included in such carrying values:

DescriptionPrincipal Amount (Amounts in thousands)Carrying Value (Amounts in thousands)Cumulative Hedging Adjustments (Amounts in thousands)
Series A, Tranche A Notes$90,000 $89,732 $(268)
Series A, Tranche B Notes150,000 148,799 (1,201)
Series B, Tranche A Notes85,000 84,330 (670)
Series B, Tranche C Notes290,000 286,838 (3,162)
Total$615,000 $609,699 $(5,301)
95

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 8.  Commitments and Contingencies
Commitments
The Company’s investment portfolio contains debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements.
Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments and are fair valued. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and consolidated statements of operations.
As of September 30, 2025 and December 31, 2024, the Company had the following outstanding commitments to fund investments in current portfolio companies:
Portfolio CompanySeptember 30, 2025December 31, 2024
First lien senior secured debt(Amounts in thousands)(Amounts in thousands)
3BC Matrix Acquisition, LLC$1,564 $— 
50Floor, LLC106 146 
626 Holdings Equity, LLC— 39 
A. P. Nonweiler Co. Inc1,523 — 
A.P.A Industries, LLC1,523 1,523 
Abrasive Technology Intermediate, LLC17 104 
ACES Intermediate, LLC7,114 7,114 
ADC Purchaser Inc6,013 — 
Advanced Lighting Acquisition, LLC1,215 324 
ADVI Health, LLC1,062 1,062 
Advocate RCM Acquisition Corp2,902 2,902 
AEP Passion Intermediate Holdings, Inc.14 
AFC Industries, Inc.10,164 10,258 
Affinitiv, Inc.186 186 
Agility Intermediate, Inc.53 53 
AHR Intermediate, Inc16,283 13,790 
AirPro Diagnostics, LLC4,697 — 
AKS Engineering and Forestry, LLC2,890 — 
Alcresta Buyer, Inc7,121 16,797 
Aligned Dental Management Services, LLC4,992 — 
ALM Media, LLC— 2,068 
AlphaCoin LLC7,119 7,537 
Altamira Material Solutions, LP11 11 
AM Buyer, LLC851 32 
AMCP Treatment Intermediate, LLC9,653 — 
American Family Care, LLC17,337 5,756 
Ansira Partners II, LLC6,142 — 
Answer Acquisition, LLC405 759 
Aptitude Health Holdings, LLC267 227 
Aquatic Sales Solutions, LLC70 70 
ASC Ortho Management, LLC16 17 
96

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanySeptember 30, 2025December 31, 2024
Ascend Plastic Surgery Partners MSO LLC19,880 24,879 
Ascent Lifting, Inc.2,500 2,500 
ASP Global Acquisition, LLC7,469 9,872 
AvCarb, LLC— 32 
AWI Group, LLC2,918 7,553 
Baker Manufacturing Company, LLC2,898 2,898 
Banner Buyer, LLC370 296 
Barkley, LLC2,300 2,300 
BBG Intermediate Holdings, Inc.
BCI Burke Holding Corp.9,036 9,036 
Beacon Oral Specialists Management LLC18,772 188 
Beghou Consulting, LLC1,357 1,136 
Behavior Frontiers, LLC— 1,344 
Best Version Media Acquisition, LLC2,897 3,976 
Bestop, Inc12,499 12,615 
BPCP EE Intermedco LLC2,244 3,387 
BPCP NSA Intermedco, Inc11,237 13,497 
BPCP WLF Intermedco LLC12,167 16,844 
Brightview, LLC10 — 
BSC ASI Buyer, LLC3,661 3,661 
BSC Top Shelf Blocker LLC2,256 2,256 
Bulk Lift International, LLC1,440 1,801 
Canadian Orthodontic Partners Corp29 30 
CAP KSI Holdings LLC4,287 5,835 
Capital Construction, LLC9,173 — 
CARDS Acquisition, Inc18,780 27,012 
Certified Collision Group Acquisition Corp19 19 
Champion Motorsports Group, LLC56 56 
Change Academy at Lake of the Ozarks, LLC3,932 — 
CHS Holdco, LLC14,804 — 
CL Services Acquisition, LLC36,623 11,529 
CNS Purchaser, LLC15,271 14,280 
Community Care Partners, LLC— 23 
Compass Restoration Intermediary Holdings, LLC3,709 — 
Copperweld Group, Inc.— 200 
Cosmetic Solutions, LLC— 252 
CPS Power Buyer, LLC13,194 3,079 
CR Services Intermediate, LLC19 94 
Creative Outdoor Holding Inc12,909 — 
CSL Intermediate Acquisition LLC5,237 2,553 
Custom Agronomics Holdings, LLC2,976 786 
DASCO HME, LLC7,891 — 
Datum Acquisition, LLC2,146 1,312 
DealerOn Inc.314 314 
DemandTec, LLC5,360 — 
97

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanySeptember 30, 2025December 31, 2024
Dermatology Medical Partners OpCo, LLC
Diamondback Buyer, LLC75 2,713 
DNS IMI Acquisition Corp56 38 
Double E Company, LLC1,152 265 
Duggal Acquisition, LLC12,543 11,079 
Dykstra's Auto, LLC5,396 88 
Dynamic Campus Acquisition, Inc.13,264 — 
Eastern Communications Solutions, Inc.3,240 3,240 
Edko Acquisition, LLC26 26 
EH Management Company, LLC38 38 
Empire Equipment Company, LLC251 251 
Endodontic Practice Partners, LLC12,123 11,438 
E-Phoenix Acquisition Co. Inc.68 53 
Esquire Deposition Solutions, LLC6,746 7,666 
Ever Fresh Fruit Company, LLC2,532 3,893 
Exclusive Concepts, LLC3,343 4,833 
Fastlap, LLC677 14,806 
Formulated Buyer, LLC16 
Franchise Fastlane, LLC15 15 
FreshAddress, LLC30 30 
Fyzical Buyer, LLC1,068 1,653 
Genius Bidco, LLC7,755 8,231 
Geriatric Medical and Surgical Supply, LLC300 300 
Gifthealth, Inc.10,835 — 
GM Services Buyer, LLC13,657 — 
Gold Medal Holdings, Inc.2,668 3,986 
Golden Bear PT Partners, LLC11 11 
GPSTrackit Holdings, LLC2,067 4,429 
Green Monster Acquisition, LLC11 — 
GS XX Corporation2,381 2,381 
Guardian Dentistry Practice Management, LLC4,188 4,188 
H2 Holdco, Inc.14,697 16,664 
Harley Exteriors Acquisition, LLC4,370 5,251 
Health and Wellness Partners LLC8,288 — 
HEC Purchaser Corp.7,095 7,843 
Helpware, Inc.2,429 2,531 
Highland Acquisition, Inc.1,771 1,771 
HLSG Intermediate, LLC2,496 16 
Home Brands Group Holdings, Inc.48 48 
HTI Intermediate, LLC2,070 3,770 
Hultec Buyer, LLC1,488 3,288 
Hydromax USA, LLC1,458 182 
Icelandirect, LLC
Icreon Holdings, LLC536 1,071 
IMA Group Management Company, LLC4,105 192 
98

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanySeptember 30, 2025December 31, 2024
Infolinks Media Buyco, LLC30 38 
Innovative FlexPak, LLC373 232 
IPC Pain Acquisition, LLC1,140 1,140 
Ironhorse Purchaser, LLC5,813 3,924 
ISPN Intermediate, LLC718 718 
ISSA, LLC13 131 
Jacent Strategic Merchandising, LLC1,330 — 
Johns Byrne LLC4,039 4,039 
Juniper Landscaping Holdings LLC8,933 1,630 
K-1 Packaging Group, LLC.4,639 6,579 
Kaizen Auto Care, LLC13 117 
Keystone Partners, LLC2,753 3,691 
Kittyhawk, Inc3,571 3,571 
Kravet Design LLC4,349 4,349 
Kwalu, LLC4,218 4,049 
L&J Holding Company LLC12,027 12,027 
Lakeshirts LLC18,765 18,474 
Lawn Care Holdings Purchaser, Inc7,235 13,262 
Lehman Pipe Buyer, LLC8,057 5,309 
Leonard Group, Inc.62 156 
Load One Purchaser Corporation1,956 3,201 
MacKenzie Childs Acquisition, Inc.1,575 3,374 
MacNeill Pride Group Corp.287 215 
Mad Rose Company, LLC161 342 
Main Street Gourmet, LLC— 38 
Mattco Forge, Inc.3,691 4,307 
Medical Technology Associates, Inc.1,312 1,966 
Merge USA, Inc2,515 — 
MetaSource, LLC38 52 
Milestone Technologies, Inc.5,513 — 
Millennia Patient Services, LLC— 53 
Montway LLC— 150 
MRC Keeler Acquisition, LLC150 150 
MS Pain, LLC6,899 6,899 
MWEC Management, LLC4,168 4,168 
My Buyer, LLC2,360 4,633 
Nasco Healthcare Inc.734 1,982 
NEFCO Holding Company, LLC6,811 8,248 
Nelson Name Plate Company63 90 
Network Partners Acquisition, LLC38 38 
Nimlok Company, LLC320 320 
North & Warren, LLC954 — 
NTM Acquisition Corp1,809 995 
NutriScience Innovations, LLC131 131 
NWI Merger Sub, Inc8,933 8,933 
99

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanySeptember 30, 2025December 31, 2024
Optimized Marketing Acquisition, LLC338 169 
Outerbox, LLC6,357 6,357 
P and R Dental Strategies, LLC14 19 
P1 Dental MSO, LLC4,907 — 
Palmetto Technology Group, LLC9,691 9,781 
Peak Investment Holdings, LLC65 274 
Peninsula MMGY Corporation3,691 3,691 
PharmaForceIQ INC.2,093 2,093 
PHGP MB Purchaser, Inc.71 58 
Pink Lily Holdings, LLC15 31 
Polaris Labs Acquisition, LLC2,123 2,123 
Polycorp Ltd10,261 18,583 
PPW Acquisition, LLC26 
PRA Acquisition, LLC56 56 
Precision Point Metrics, Inc9,280 — 
Premier Early Childhood Education Partners LLC5,203 6,261 
Premier Produce One, LLC6,752 — 
PRM Management Company, LLC1,969 1,969 
Purpose Home Health Acquisition, LLC9,999 11,028 
Qin's Buffalo, LLC4,477 4,515 
Quality Liaison Services of North America, Inc912 1,629 
Raneys, LLC1,964 1,964 
Rapid Fire Safety and Security, LLC2,411 — 
Redwood Buyer, LLC9,499 — 
Reliable Medical Supply LLC— 
Renovation Systems, LLC1,331 3,309 
Revival Animal Health, LLC— 52 
RKD Group, LLC— 6,872 
RMS Health Care Management, LLC— 1,620 
Rose Paving, LLC1,079 7,943 
RTP Acquisition, LLC— 15 
Sage Dental Management, LLC6,690 12,772 
SAMGI Buyer, Inc.138 138 
SCP Cold Chain Packaging Buyer Corp10,495 — 
SCP ENT and Allergy Services, LLC64 51 
SCP OMS Services, LLC11,046 — 
SENS Intermediate Holdings LLC6,132 — 
Shasta Buyer, LLC4,307 3,732 
ShiftKey, LLC110 110 
Signature Dental Partners LLC4,179 10,589 
Signature MD, Inc5,501 8,274 
Silver Falls MSO, LLC— 12 
SimiTree Acquisition LLC128 128 
Simko Merger Sub LLC3,644 4,835 
Sixarp, LLC4,310 2,053 
100

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanySeptember 30, 2025December 31, 2024
Southeast Primary Care Partners, LLC— 150 
Southern Orthodontic Partners Management, LLC5,953 5,905 
Southern Sports Medicine Partners, LLC27 27 
Spa Medicca, LLC7,199 — 
Spear Education Holdings, LLC6,124 7,290 
Spectrum Solutions, LLC125 107 
SPG Holdco, LLC2,200 2,070 
Star Dental Partners LLC10,659 15,405 
Starwest Botanicals Acquisition, LLC65 87 
Stax Holding Company, LLC— 60 
Steel City Wash, LLC— 12 
Storm Smart Buyer LLC131 26 
Sun Orchard, LLC10,476 11,435 
Superior Insurance Partners LLC7,406 14,403 
Superscapes Holdco, LLC1,176 — 
Surplus Solutions, LLC3,626 6,080 
TCG Services, LLC9,280 — 
Teel Plastics, LLC3,909 324 
The Channel Company, LLC35 43 
The Chempetitive Group, LLC13,578 13,919 
Therapy2000 Acquisition, LLC6,888 — 
Third Holdco, LLC9,713 — 
Trademark Global, LLC18 18 
Transitions Intermediate Holdings, LLC1,765 1,765 
Treat Planet Acquisition, LLC2,422 1,965 
Triad Technologies, LLC332 332 
TruBlue LLC3,761 3,761 
TruSource Foods LLC5,260 — 
TSR Concrete Coatings, LLC1,534 537 
U.S. Urology Partners, LLC— 1,401 
United Land Services Opco Parent, LLC275 333 
Universal Pure, LLC2,500 2,104 
US Anchors Group Inc3,904 3,275 
US Foot and Ankle Specialists, LLC2,699 2,699 
USSC Holding Corp3,947 7,177 
Value Added Distributors, LLC3,768 3,768 
Vanguard Packaging, LLC3,233 3,821 
Varsity DuvaSawko Operating Corp.4,568 3,459 
Varsity Rejuvenate Partners, LLC5,078 5,078 
Vehicle Accessories, Inc.— 877 
VersiCare Management LLC5,846 6,034 
VetEvolve Holdings, LLC15,217 8,821 
Vintage Parts, Inc1,564 — 
Vital Geriatrics Group Buyer, Inc2,408 — 
WCI Volt Purchaser, LLC2,249 2,249 
101

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Portfolio CompanySeptember 30, 2025December 31, 2024
Western Veterinary Partners, LLC24 20,872 
Westminster Cracker Company, Inc.1,303 1,380 
White Label Communications,LLC— 1,534 
Wolf Gordon Inc3,809 3,809 
WTWH Buyer, LLC1,638 1,638 
Yard-Nique, Inc1,557 807 
Zipline Logistics, LLC405 574 
Total unfunded portfolio company commitments$1,010,824 $820,807 
Other Commitments and Contingencies
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of business. As of September 30, 2025, management was not aware of any material pending or threatened litigation.
102

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 9.  Net Assets
Equity Issuances

As of September 30, 2025 and December 31, 2024, the Company had 84,687,951 and 60,925,719, respectively, shares issued and outstanding with a par value of $0.001 per share.
The following tables summarize transactions in common shares during the three and nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold6,861,291$173,583 18,492,888$467,743 
Share transfers between classes— 9,899251 
Distributions reinvested465,96711,803 1,232,28431,183 
Repurchased shares, net of early repurchase reduction(249,741)(6,315)(1,743,574)(44,043)
Net increase (decrease)7,077,517$179,071 17,991,497$455,134 
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
SharesAmount in ThousandsSharesAmount in Thousands
Class S:
Proceeds from shares sold1,836,375$46,458 5,504,034$139,191 
Share transfers between classes— (6,911)(175)
Distributions reinvested101,3662,576 248,3876,294 
Repurchased shares, net of early repurchase reduction(7,143)(174)
Net increase (decrease)1,937,741$49,035 5,738,367$145,136 
103

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
SharesAmount in ThousandsSharesAmount in Thousands
Class D:
Proceeds from shares sold17,339$439 41,331$1,046 
Share transfers between classes(2,989)(76)
Distributions reinvested84421 2,12853 
Repurchased shares, net of early repurchase reduction(7,597)(192)
Net increase (decrease)18,183$460 32,873$831 
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold4,537,474$115,538 21,721,263$551,935 
Share transfers between classes— 19,456495 
Distributions reinvested297,3997,572 654,11316,653 
Repurchased shares, net of early repurchase reduction(38,837)(970)(58,376)(1,457)
Net increase (decrease)4,796,036$122,140 22,336,456$567,626 
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class S:
Proceeds from shares sold487,599$12,415 1,803,868$45,879 
Share transfers between classes— (4,112)(105)
Distributions reinvested44,4071,131 103,9642,645 
Net increase (decrease)532,006$13,546 1,903,720$48,419 
104

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class D:
Proceeds from shares sold15,317$390 45,623$1,160 
Share transfers between classes— (15,344)(390)
Distributions reinvested51913 1,91349 
Net increase (decrease)15,836$403 32,192$819 
Dividends
The following table reflects dividends declared on common shares during the nine months ended September 30, 2025 and 2024:

For the Nine Months Ended September 30, 2025
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2025January 31, 2025February 26, 2025$0.2300 $13,438 
February 25, 2025February 28, 2025March 27, 2025$0.2200 $13,365 
March 28, 2025March 31, 2025April 28, 2025$0.2200 $13,788 
April 27, 2025April 30, 2025May 28, 2025$0.2200 $14,121 
May 28, 2025May 31, 2025June 26, 2025$0.2200 $14,580 
June 27, 2025June 30, 2025July 29, 2025$0.2200 $14,969 
July 28, 2025July 31, 2025August 29, 2025$0.2200 $15,479 
August 28, 2025August 31, 2025September 30, 2025$0.2200 $16,136 
September 27, 2025September 30, 2025October 31, 2025$0.2200 $16,525 

For the Nine Months Ended September 30, 2025
Class S
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2025January 31, 2025February 26, 2025$0.2171 $933 
February 25, 2025February 28, 2025March 27, 2025$0.2084 $969 
March 28, 2025March 31, 2025April 28, 2025$0.2071 $1,159 
April 27, 2025April 30, 2025May 28, 2025$0.2075 $1,307 
May 28, 2025May 31, 2025June 26, 2025$0.2071 $1,467 
June 27, 2025June 30, 2025July 29, 2025$0.2075 $1,563 
July 28, 2025July 31, 2025August 29, 2025$0.2071 $1,691 
August 28, 2025August 31, 2025September 30, 2025$0.2071 $1,843 
September 27, 2025September 30, 2025October 31, 2025$0.2075 $1,965 

105

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
For the Nine Months Ended September 30, 2025
Class D
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2025January 31, 2025February 26, 2025$0.2300 $16 
February 25, 2025February 28, 2025March 27, 2025$0.2200 $17 
March 28, 2025March 31, 2025April 28, 2025$0.2200 $17 
April 27, 2025April 30, 2025May 28, 2025$0.2200 $17 
May 28, 2025May 31, 2025June 26, 2025$0.2200 $19 
June 27, 2025June 30, 2025July 29, 2025$0.2200 $19 
July 28, 2025July 31, 2025August 29, 2025$0.2200 $21 
August 28, 2025August 31, 2025September 30, 2025$0.2200 $22 
September 27, 2025September 30, 2025October 31, 2025$0.2200 $23 
For the Nine Months Ended September 30, 2024
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2300 $7,355 
February 26, 2024February 29, 2024March 31, 2024$0.2300 $7,809 
March 28, 2024March 31, 2024April 30, 2024$0.2300 $9,064 
April 27, 2024April 30, 2024May 31, 2024$0.2300 $9,566 
May 28, 2024May 31, 2024June 30, 2024$0.2300 $9,937 
June 27, 2024June 30, 2024July 31, 2024$0.2300 $10,987 
July 28, 2024July 31, 2024August 31, 2024$0.2300 $11,247 
August 28, 2024August 31, 2024September 30, 2024$0.2400 $12,183 
September 27, 2024September 30, 2024October 31, 2024$0.2400 $12,615 
For the Nine Months Ended September 30, 2024
Class S
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $329 
February 26, 2024February 29, 2024March 31, 2024$0.2250 $363 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $410 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $439 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $531 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $575 
July 28, 2024July 31, 2024August 31, 2024$0.2246 $603 
August 28, 2024August 31, 2024September 30, 2024$0.2346 $686 
September 27, 2024September 30, 2024October 31, 2024$0.2348 $724 
106

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
For the Nine Months Ended September 30, 2024
Class D
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $
February 26, 2024February 29, 2024March 31, 2024$0.2250 $11 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $12 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $10 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $10 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $
July 28, 2024July 31, 2024August 31, 2024$0.2246 $
August 28, 2024August 31, 2024September 30, 2024$0.2346 $10 
September 27, 2024September 30, 2024October 31, 2024$0.2348 $11 

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Plan

The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding.

The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents the share repurchases completed during the nine months ended September 30, 2025:

107

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 29, 2025259,680 0.4 %$25.30 December 31, 2024$6,564 0
April 25, 20251,248,893 1.7 %$25.29 March 31, 2025$31,530 0
July 28, 2025249,741 0.3 %$25.31 June 30, 2025$6,315 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.

The following table presents the share repurchases completed during the nine months ended September 30, 2024:

Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 202419,539 0.1 %$25.43 December 31, 2023$487 0
April 25, 2024— — %$25.40 March 31, 2024$— 0
July 26, 202438,837 — %$25.45 June 30, 2024$969 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.

Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, net investment income from operations, capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from the Adviser, which is subject to recoupment.

All of the dividends declared during the nine months ended September 30, 2025 and 2024 were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company's tax return is filed.

108

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 10.  Income Taxes
Taxable income generally differs from net increase (decrease) in net assets resulting from operations due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.

The Company makes certain adjustments to the classification of net assets as a result of permanent book-to-tax differences, which include differences in the book and tax basis of certain assets and liabilities, and nondeductible federal taxes or losses among other items. To the extent these differences are permanent, they are charged or credited to additional paid in capital or total distributable earnings (losses), as appropriate. There were $523,000 and $1,621,000 of permanent book-to-tax differences for the three and nine months ended September 30, 2025. In addition, there were $969,000 and $1,366,000 of permanent book-to-tax differences for the three and nine months ended September 30, 2024.

Note 11.  Financial Highlights
The following are financial highlights for a common share outstanding for Class I, S, and D for the nine months ended September 30, 2025 and 2024.


(Amounts in thousands, except share and per share amounts)Nine Months Ended
September 30, 2025
Class I
Class S
Class D
Per share data:
Net asset value, beginning of period$25.30 $25.30 $25.30 
Net investment income (loss)(1)
1.92 1.80 1.92 
Net realized and unrealized gain (loss)(2)
(0.08)(0.07)(0.08)
Total from operations1.84 1.73 1.84 
Dividends declared(1.99)(1.88)(1.99)
Total increase (decrease) in net assets(0.15)(0.15)(0.15)
Net asset value, end of period$25.15$25.15$25.15
Shares outstanding, end of period75,114,5709,468,129105,252
Total return(3)(12)
7.5%7.0%7.5%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)
10.6 %11.4 %10.7 %
Ratio of total net operating expenses to average net assets(4)(5)(7)
0.5%0.6%0.5%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)
10.4%10.1%10.5%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)
10.3%9.9%10.4%
Net assets, end of period$1,888,984 $238,105 $2,647 
Weighted average shares outstanding66,685,2876,867,43787,223
Portfolio turnover rate(10)
12.7 %12.7 %12.7 %
Asset coverage ratio(11)
212.1 %212.1 %212.1 %
109

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
(Amounts in thousands, except share and per share amounts)Nine Months Ended
September 30, 2024
Class I
Class S
Class D
Per share data:
Net asset value, beginning of period$25.41 $25.41 $25.41 
Net investment income (loss)(1)
2.14 2.09 2.09 
Net realized and unrealized gain (loss)(2)
0.01 0.01 0.01 
Total from operations2.15 2.10 2.10 
Dividends declared(2.09)(2.04)(2.04)
Total increase (decrease) in net assets0.06 0.06 0.06 
Net asset value, end of period$25.47$25.47$25.47
Shares outstanding, end of period52,561,9943,084,92944,892
Total return(3)(12)
8.8%8.6%8.6%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)
10.9%11.2 %11.1 %
Ratio of total net operating expenses to average net assets(4)(5)(7)
0.7%0.7%0.7%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(9)
11.2 %10.9 %10.9 %
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)
11.2 %10.9 %10.9 %
Net assets, end of period$1,338,930 $78,583 $1,144 
Weighted average shares outstanding43,300,7602,271,93936,172
Portfolio turnover rate(10)
14.3 %14.3 %14.3 %
Asset coverage ratio(11)
197.1 %197.1 %197.1 %

(1)The per share data was derived using the weighted average shares outstanding during the period.
(2)The amount shown at this caption includes the balancing amount derived from other figures in the schedule. The amount shown does not correspond with the aggregate amount for the period due to the effect of the timing of capital transactions.
(3)Total return is calculated as the change in NAV per share during the period, assuming dividends and distributions, if any, are reinvested in accordance with the Company’s distribution reinvestment plan, divided by the opening NAV per share. Total return does not include upfront transaction fee, if any.
(4)Annualized.
(5)Average net assets are computed using the average monthly net assets during the reporting period.
(6)Ratio of total expenses to average net assets is computed using total expenses net of waivers from the Administrator, if applicable. Included in total expenses are incentive fees of 1.5% , 1.5%, and 1.5% as a percent of average net assets for the nine months ended September 30, 2025 for Class I, Class S, and Class D. Included in total expenses are incentive fees of 1.2%, 1.2%, and 1.2%, respectively, as a percent of average net assets for the nine months ended September 30, 2024 for Class I, Class S, and Class D respectively. The impact of the waiver included in total expenses net of waivers was 0.3% and 0.2% for Class S and Class D shares, respectively, and was not applicable to Class I shares for the nine months ended September 30, 2025. The impact of the waiver included in total expenses net of waivers was 0.4% for Class S shares and was not applicable to Class D or Class I shares for the nine months ended September 30, 2024.
(7)Ratio of net operating expenses to average net assets is computed using total operating expenses net of interest expense, tax expense, organizational expense, offering expense, management fees, incentive fees, and waivers from the Administrator, if applicable.
110

Table of Contents
TPG Twin Brook Capital Income Fund
Notes to Consolidated Financial Statements (Unaudited) - Continued
(8)Ratio of net investment income (loss) before taxes to average net assets does not include applicable tax expenses that are not attributable to the Company itself but are taxes to a consolidated subsidiary to the Company and thus shown on the Consolidated Statements of Operations.
(9)Ratio of net investment income (loss) after taxes to average net assets includes applicable tax expenses that are not attributable to the Company itself, but are taxes to a consolidated subsidiary to the Company and thus shown on the Consolidated Statements of Operations.
(10)Portfolio turnover rate is calculated using the lesser of total sales or total purchases over the average of the investments at fair value for the periods reported.
(11)Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) total debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period.
(12)Not annualized.
Note 12.  Subsequent Events
The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements. There have been no subsequent events that occurred that would require disclosure in, or would be required to be recognized in, these consolidated financial statements, except as discussed below:

Subsequent Activity, Subscriptions and Dividend Declarations

The Company received approximately $57 million of net proceeds, inclusive of distributions reinvested through the Company’s distribution reinvestment plan, relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective October 1, 2025. Additionally, the Company received approximately $51 million of net proceeds relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective November 1, 2025.

On October 23, 2025, the Company’s Board declared net distributions of $0.2200, $0.2147, and $0.2018 per Class I share, Class S share, and Class D share, respectively, payable on November 25, 2025 to shareholders of record as of October 31, 2025.

Effective October 28, 2025, the Company repurchased 204,639 shares for $5,107,898, net of Early Repurchase Deductions, when applicable.

Truist Credit Facility Amendment

On October 1, 2025, the Company, as borrower, entered into the Second Amendment to the Truist Credit Facility to, among other things: (i) reduce the interest rate on revolving loans to adjusted term SOFR plus 1.875% or, at the Company’s option, the alternate base rate plus 0.875%; provided that, the interest rate may be reduced further depending on the ratio of the borrowing base and certain outstanding indebtedness of the Company, as further described in the Truist Credit Facility, (ii) extend the termination date of the lenders’ obligation to make loans under the Truist Credit Facility from August 16, 2028 to October 1, 2029 and extend the final scheduled maturity date from August 16, 2029 to October 1, 2030, and (iii) remove the net worth covenant and liquidity covenant previously included in the existing Truist Credit Facility.

ASPV Credit Facility Amendment

On October 2, 2025, the ASPV Borrower, entered into the Second Amendment to the ASPV Credit Facility to, among other things: (i) reduce the interest rate on revolving loans from daily simple SOFR plus 2.40% per annum to daily simple SOFR plus 1.90% per annum, (ii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from August 9, 2027 to October 2, 2028 and extend the final scheduled maturity date from August 9, 2029 to October 2, 2030, and (iii) increase certain advance rates pursuant to the ASPV Credit Facility.
111

Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
In this quarterly report on Form 10-Q, or this "report," we refer to TPG Twin Brook Capital Income Fund (formerly known as, “AG Twin Brook Capital Income Fund”) and its consolidated subsidiaries as "we," "us," the "Company," "TCAP," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our investment adviser, AGTB Fund Manager, LLC, as our "Adviser," and we refer to the direct parent company of our Adviser, Angelo, Gordon & Co., L.P., as "TPG Angelo Gordon." The Adviser serves as the Company’s Administrator and may also be referred to herein as "Administrator".
Forward-Looking Statements
The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Risk Factors" in Part I, Item 1A of our annual report on Form 10-K for the year ended December 31, 2024 and Part II, Item 1A of and elsewhere in this Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.
These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about TCAP, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statements in this report should not be regarded as a representation by us that our 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 report. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by applicable law. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the U.S. Securities and Exchange Commission (the “SEC”) including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K. This quarterly report on 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934 Act, as amended (the “1934 Act”).
Overview
We are an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”). Formed as a Delaware statutory trust on January 27, 2022, we are externally managed by the Adviser, a wholly-owned subsidiary of TPG Angelo Gordon, a diversified credit and real estate investing platform within TPG Inc. (“TPG”) (Nasdaq: TPG), a leading global alternative investment firm. Our Adviser is registered as an investment adviser with the SEC. We also have elected to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

On March 17, 2025, our board of trustees (the “Board”) adopted the Fifth Amended and Restated Agreement and Declaration of Trust in order to address comments from certain state securities divisions. Further, to reflect comments from certain state securities divisions, on March 17, 2025, the Board adopted the Fourth Amended and Restated Bylaws (the “Fourth A&R Bylaws”), effective the same day.

Pursuant to our Investment Management Agreement, subject to the overall supervision of the Board, our Adviser manages our day-to-day operations, and provides investment advisory and management services to us. Our Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments, and monitoring our investments and portfolio companies on an ongoing basis.
112

Table of Contents
Under our Investment Management Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to reimburse the Administrator for the allocable portion of expenses incurred by the Administrator in performing its obligations under the Administration Agreement, including our allocable portion of the costs of compensation and related expenses of our chief compliance officer, chief financial officer, general counsel and their respective staffs.
Investments
We invest principally in privately originated senior secured loans to U.S. middle market companies, which we believe have consistent capital needs and have not only been underserved in recent years by traditional providers of capital such as banks and the public debt markets, but also for a variety of reasons may prefer working with experienced non-bank lenders. Our origination strategy focuses on the middle market private equity community. This financing is utilized for a variety of purposes, including to fund organic growth, acquisitions, recapitalizations, management buyouts and leveraged buyouts for companies with revenue generally under $500 million. In describing our business, we generally use the term “middle market” to refer to companies with EBITDA of between $3 million and $50 million annually; however, we typically invest in companies with EBITDA of less than $25 million. Notwithstanding the foregoing, the Adviser may determine whether companies qualify as “middle market” in its sole discretion, and we may from time to time invest in larger or smaller companies.
By investing predominantly in senior secured debt, we expect to reduce our risk of principal loss and deliver more stable returns over time as compared with investments in bonds, unsecured loans, mezzanine investments and public, private and project equity. However, we may also invest opportunistically in other parts of the capital structure, including senior secured stretch and unitranche facilities, second lien loans, mezzanine and mezzanine-related loans, and equity investments, as well as select other subordinated instruments either directly or through acquisitions in the secondary market.
The level of our investment activity depends on many factors, including the amount of debt and equity capital available to prospective portfolio companies, the level of merger, acquisition and refinancing activity for such companies, the availability of credit to finance transactions, the general economic environment and the competitive environment for the types of investments we make.
As a BDC, we must invest at least 70% of our assets in “eligible portfolio companies,” generally, U.S. private operating companies (or small U.S. public operating companies with a market capitalization of less than $250 million). As a BDC, we may also invest up to 30% of our portfolio in non-eligible portfolio company investments, such as investments in non-U.S. companies, which may include investments in a “passive foreign investment company.” Because we have elected to be regulated as a BDC, and we intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code, our portfolio will also be subject to the diversification and other requirements under the Code. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other TPG Angelo Gordon funds. From time to time, we may co-invest with other TPG Angelo Gordon funds.
Revenues
We generate revenues primarily through the receipt of interest income from the investments we hold. In addition, we generate income from various loan origination and other fees and from dividends on direct equity investments. In addition, we may generate revenue in the form of commitment, origination, administration, amendment, and loan servicing fees. Loan origination fees, original issue discount and market discount or premium are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income. We record contractual prepayment premiums on loans and debt securities as interest income.
Our debt investment portfolio consists of primarily floating rate loans. As of September 30, 2025, 99.9% of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as Term SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.
113

Table of Contents
Dividend income that we receive from our ownership of private securities is recorded pursuant to the terms of the respective investments.
Expenses
Our primary operating expenses include the payment of fees to the Adviser under the Investment Management Agreement, our allocable portion of expenses under the Administration Agreement, interest expense related to borrowings outstanding, and other operating costs described below.
We are responsible for all costs and expenses incurred in connection with the operations of the Company and locating, structuring, consummating, maintaining and disposing of investments and potential investments (whether or not the acquisition is consummated), including but not limited to legal, regulatory, accounting and other professional or third-party costs or disbursements including travel, rent or lodging, out-of-pocket expenses of the Adviser, the fees and expenses of any independent counsel engaged by the Adviser and out-of-pocket expenses related to third-party service providers (including loan servicer fees), placement agent fees and expenses, advertising expenses, litigation expenses, brokerage commissions, clearing and settlement charges and other transaction costs, custody fees, interest expenses, financing charges, initial and variation margin, broken deal expenses, compensation (which may include fees or performance-based compensation) of Advisers, consultants and finders, joint venture partners, or other professionals relating to the Company’s operations and investments or potential investments (whether or not completed), which may include costs incurred to attend or sponsor networking and other similar events hosted by both for-profit and not-for-profit organizations (which may include organizations affiliated with current or prospective investors), specific expenses incurred in connection with the Company’s information and data technology systems, fees of pricing and valuation services, appraisal costs and brokerage expenses. We will also bear all commitment fees and any transfer or recording taxes, registration fees and other expenses in connection with acquisitions and dispositions of investments, and all expenses relating to the ownership and operation of investments, including taxes, interest, insurance, and other fees and expenses. Travel expenses may include first-class airfare and limited use of private or charter aircraft, as well as premium accommodations, in accordance with our Adviser’s policies related thereto.
In addition, we will bear all costs of the administration of the Company, including but not limited to accounting expenses (including accounting systems) and expenses relating to audit, legal and regulatory expenses (including filings with U.S. and non-U.S. regulators and compliance obligations), costs associated with our reporting and compliance obligations under the 1940 Act and other applicable U.S. federal and state securities laws, fees and expenses of any administrators in connection with the administration of the Company, expenses relating to the maintenance of registered offices of the Company to the extent provided by unaffiliated service providers, temporary office space of non-employee consultants or auditors, blue sky and corporate filing fees and expenses, corporate licensing expenses, indemnification expenses, costs of holding any meetings or conferences of investors or their delegates or Advisers (including meetings of the Adviser and related activities), Independent Trustees’ fees and expenses, costs of any litigation or threatened litigation or costs of any investigation or legal inquiries involving Company activities (including regulatory sweeps), the cost of any liability insurance or fidelity coverage for the Company, including any trustees’ and officers’ liability insurance and key-person life insurance policies, maintained with respect to liabilities arising in connection with the activities of our trustees and officers conducted on behalf of the Company, costs associated with reporting and providing information to existing and prospective investors, including printing and mailing costs, wind-up and liquidation expenses, and any extraordinary expenses arising in connection with the operations of the Company.
From time to time, the Adviser, the Administrator or their affiliates may pay third-party providers of goods or services. We will reimburse the Adviser, the Administrator or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Adviser or the Administrator may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described above.
Leverage
In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations. As market conditions permit and at the discretion of our Adviser, we currently estimate that our portfolio will be approximately 1.00-1.10x levered consistent with our target leverage profile of 0.90x – 1.25x. We may from time to time increase the size of our existing credit facilities, enter into new credit facilities or issue new debt securities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

114

Table of Contents
As of September 30, 2025, we had borrowings of $1.89 billion outstanding at an average all-in rate of 6.76%, which is included in debt on the consolidated statements of assets and liabilities. As of December 31, 2024, the Company had borrowings of $1.75 billion outstanding at an average all-in rate of 7.56%. We incurred approximately $33.5 million and $95.5 million and $18.3 million and $32.4 million of interest and unused commitment fees for the three and nine months ended September 30, 2025 and 2024, respectively, which is included in interest expense on the consolidated statements of operations. The carrying values of borrowings outstanding under the debt facilities approximate fair value. See Note 5 to the consolidated financial statements for information on the Company’s debt.
Portfolio and Investment Activity
As of September 30, 2025, based on fair value, our portfolio consisted of 97.52% first lien senior secured debt investments and 2.48% investments in affiliated funds that hold our equity co-investments. As of December 31, 2024, based on fair value, our portfolio consisted of 97.45% first lien senior secured debt investments and 2.55% investments in affiliated funds that hold our equity co-investments.
As of September 30, 2025, we had investments in 258 portfolio companies with an aggregate fair value of $3.9 billion. As of December 31, 2024, we had investments in 234 portfolio companies with an aggregate fair value of $3.2 billion.
Our investment activity for the three months ended September 30, 2025 and 2024 is presented below (information presented herein is at par value unless otherwise indicated).
(Amounts in thousands)Three Months Ended September 30, 2025Three Months Ended September 30, 2024
Principal amount of investments committed (including add-ons):
First lien senior secured debt investments$566,634 $746,778 
Investment in affiliated funds6,031 6,514 
Total principal amount of investments committed$572,665 $753,292 
Principal amount of investments sold or repaid:
First lien senior secured debt investments$(154,333)$(197,471)
Investment in affiliated funds(1,865)(650)
Total principal amount of investments sold or repaid$(156,198)$(198,121)
New debt investments(1):
New commitments$324,409 $434,581 
Number of new commitments in new portfolio companies(2)
15 12 
Average new commitment amount$21,627 $36,215 
Weighted average term for new commitments (in years)4.4 4.5 
Percentage of new commitments at floating rates100.0 %100.0 %
Percentage of new commitments at fixed rates— %— %
(1)Amounts shown exclude add-on transactions to existing portfolio companies during the period.
(2)Number of new debt investment commitments represent commitments to a particular portfolio company.
115

Table of Contents
As of September 30, 2025 and December 31, 2024 our investments consisted of the following:

September 30, 2025December 31, 2024
(Amounts in thousands)Amortized CostFair ValueAmortized CostFair Value
First lien senior secured debt$3,820,975 $3,804,000 $3,084,605 $3,080,554 
Sponsor subordinated note413 18 14 15 
Investment in affiliated funds85,589 96,668 74,552 80,654 
Total investments$3,906,977 $3,900,686 $3,159,171 $3,161,223 

The table below describes investments by industry composition based on fair value as of September 30, 2025 and December 31, 2024:
September 30, 2025(1)
December 31, 2024
Aerospace and defense2.2 %2.1 %
Air freight and logistics0.6 %0.7 %
Auto components2.8 %3.6 %
Building products0.5 %0.5 %
Chemicals2.5 %1.3 %
Commercial services and supplies3.7 %3.7 %
Construction and engineering4.7 %3.4 %
Containers and packaging2.7 %2.6 %
Distributors0.1 %0.1 %
Diversified consumer services6.5 %6.0 %
Diversified telecommunication services0.2 %0.2 %
Electrical equipment1.5 %1.6 %
Electronic equipment, instruments and components1.1 %0.1 %
Food and staples retailing1.5 %1.5 %
Food products2.1 %2.1 %
Gas utilities— %— %
Health care equipment and supplies3.6 %2.9 %
Health care providers and services23.7 %24.9 %
Health care technology1.3 %1.2 %
Household durables3.7 %4.3 %
Industrial conglomerates0.4 %0.5 %
Insurance0.5 %0.3 %
Interactive media and services0.5 %0.7 %
Internet and direct marketing retail0.6 %0.7 %
IT services2.4 %1.8 %
Leisure equipment and products0.2 %0.2 %
Leisure products— %— %
Life sciences tools and services1.4 %1.4 %
Machinery3.5 %4.1 %
Media8.0 %9.2 %
Metals and mining— %0.1 %
Multiline Retail1.5 %1.6 %
Multisector holdings2.5 %2.6 %
Pharmaceuticals— %— %
116

Table of Contents
September 30, 2025(1)
December 31, 2024
Personal products— %— %
Professional services1.0 %1.1 %
Real estate management and development0.1 %0.1 %
Semiconductors and semiconductor equipment— %— %
Software2.5 %2.8 %
Specialty retail0.5 %0.5 %
Textiles, apparel and luxury goods0.8 %1.1 %
Trading companies and distributors8.5 %8.3 %
Water utilities0.1 %0.1 %
Total100.0 %100.0 %
(1)Certain industries round to less than 0.1%
As of September 30, 2025, approximately 100.0% of our investments were based in the United States and approximately 0.0% were based in Canada. As of December 31, 2024, approximately 100.0% of our investments were based in the United States and approximately 0.0% were based in Canada.
The weighted average yields and interest rates of our funded debt investments as of September 30, 2025 and December 31, 2024 were as follows:
September 30, 2025December 31, 2024
Weighted average total yield of funded debt investments at cost (1)
9.6 %10.1 %
Weighted average total yield of funded debt investments at fair value(1)
9.6 %10.1 %
Weighted average spread over reference rates of all floating rate funded debt investments5.4 %5.6 %
(1)Calculated using actual interest rates in effect as of September 30, 2025 and December 31, 2024 based on borrower elections.
The weighted average yield of our funded debt investments is not the same as a return on investment for our shareholders but, rather, relates to a portion of our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates of each investment as of each respective date, including accretion of original issue discount, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.
Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:
assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;
periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;
comparisons to other companies in the portfolio company’s industry; and
review of monthly or quarterly financial statements and financial projections for portfolio companies.
As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all debt investments on a scale of A to F. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also
117

Table of Contents
take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:
Investment RatingDescription
AA loan supported by exceptional financial strength, stability and liquidity;
BAs a general rule, a new transaction will be risk rated a “B” loan. Overtime, a “B” loan is supported by good financial strength, stability and liquidity;
CA loan that is exhibiting deteriorating trends, which if not corrected could jeopardize repayment of the debt. In general, a default by the borrower of one of its financial performance covenants (leverage or coverage ratios) would warrant a downgrade of a loan to a risk rating of “C”;
DA loan that has a well-defined weakness that jeopardizes the repayment of the debt or the ongoing enterprise value of the borrower;
EA loan that has an uncured payment default; and
FAn asset that is considered uncollectible or of such little value that its continuance as a booked asset is unwarranted.
Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated C through F, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.
The following table shows the composition of our debt investments on the A to F rating scale as of September 30, 2025 and December 31, 2024:
September 30, 2025December 31, 2024
Investment RatingInvestments
at Fair Value
Percentage of
Total
Debt Investments
Investments
at Fair Value
Percentage of
Total
Debt Investments
(Amounts in thousands)
A$— — $— — 
B3,737,132 98.2 %3,037,796 98.6 %
C51,477 1.4 %29,483 0.9 %
D6,414 0.2 %8,179 0.3 %
E8,994 0.2 %5,111 0.2 %
F— — — — 
Total$3,804,017 100.0 %$3,080,569 100.0 %

The following table shows the amortized cost of our performing and non-accrual debt investments as of September 30, 2025 and December 31, 2024:
September 30, 2025December 31, 2024
(Amounts in thousands)Amortized CostPercentageAmortized CostPercentage
Performing$3,816,060 99.9 %$3,078,161 99.8 %
Non-accrual5,328 0.1 %6,458 0.2 %
Total$3,821,388 100.0 %$3,084,619 100.0 %
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon the Adviser’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in
118

Table of Contents
the Adviser’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Results of Operations
The following table represents the operating results for the three and nine months ended September 30, 2025 and 2024:

(Amounts in thousands)Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Total investment income$103,744 $80,244 $288,552 $192,725 
Less: expenses and taxes52,078 41,589 147,988 95,431
Net investment income (loss)51,666 38,655 140,564 97,294 
Net realized gain (loss)255 874 1,055 1,153 
Net change in unrealized gain (loss)(11,700)(42)(8,685)(2)
Net increase (decrease) in net assets resulting from operations$40,221 $39,487 $132,934 $98,445 
Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.

Investment Income
Investment income for the three and nine months ended September 30, 2025 and 2024, were as follows:
(Amounts in thousands)Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Interest$100,451 $78,485 $280,234 $186,072 
Payment-in-kind interest1,232 478 3,476 1,756 
Other2,061 1,281 4,842 4,897 
Total investment income$103,744 $80,244 $288,552 $192,725 
119

Table of Contents
Increases in interest and other investment income were driven by deployment of capital and an increase in investment activity. Total investments as of September 30, 2025 were $3.9 billion as compared to $2.8 billion as of September 30, 2024.

Expenses
Expenses for the three and nine months ended September 30, 2025, and 2024, were as follows:

(Amounts in thousands)Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Interest$34,939 $28,603 $99,497 $63,730 
Income incentive fees7,388 5,545 20,192 13,936 
Capital gains incentive fees(277)115 — 169 
Management fees6,284 4,150 16,786 10,234 
Other764 772 3,065 1,390 
Professional fees929 858 2,052 1,943 
Offering costs523 326 1,621 1,042 
Administrative fees248 489 1,078 1,084 
Accounting fees284 139 712 449 
Insurance fees122 144 387 605 
Trustees' fees59 62 175 152 
Distribution and shareholder servicing fees:
Class S470 157 1,101 368 
Class D
Total expenses$51,735 $41,361 $146,670 $95,104 
Distribution and shareholder servicing fees waived
Class S(138)(111)(324)(260)
Class D(2)— (4)— 
Net expenses$51,595 $41,250 $146,342 $94,844 
Increases in interest and other expenses were driven by the Company’s continued deployment of capital, elevated interest rates and an increase in investment activity and leverage.
Increases in incentive fees are correlated to an increase in results from operations. For the three and nine months ended September 30, 2025, there were net increases in net assets resulting from operations of $40.2 million and $132.9 million, driving the increase in incentive fees, compared to the three and nine months ended September 30, 2024, there were net increases in net assets resulting from operations of $39.5 million and $98.4 million. Increases in management fees were driven by the increase in net assets during the periods presented. The increase in net assets was primarily driven by net capital activity.

Under the terms of the Administration Agreement and Investment Management Agreement, we reimburse the Administrator and Adviser, respectively, for services performed for us. In addition, pursuant to the terms of these agreements, the Administrator and Adviser may delegate its obligations under these agreements to an affiliate or to a third party and we reimburse the Administrator and Adviser for any services performed for us by such affiliate or third party.
For the three and nine months ended September 30, 2025, the Administrator charged approximately $248,000 and $1.1 million for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three and nine months ended September 30, 2024, the Administrator charged approximately $489,000 and $1.1 million for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.
120

Table of Contents

Income Taxes, including Excise Taxes
We intend to elect to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To continue to qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we may carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income. For the three and nine months ended September 30, 2025 and 2024, we did not accrue U.S. federal excise tax.

We conduct certain activities through our wholly-owned subsidiaries, Twin Brook Equity XVIII Corp., and Twin Brook Equity XXXIII Corp., both of which are Delaware corporations. They are treated as corporations for United States federal income tax purposes and are subject to U.S. federal, state or local income tax. For the three and nine months ended September 30, 2025, the Company accrued $236,000 and $399,000 current federal tax. For the three and nine months ended September 30, 2024, the Company accrued $2,000 and $34,000 current federal tax. For the three and nine months ended September 30, 2025 and 2024, the Company accrued approximately $247,000, $1.2 million, $337,000, and $553,000, respectively, of deferred federal tax related to the corporations, which is included in “deferred federal tax provision” on the consolidated statements of operations. On December 23, 2024, Twin Brook Equity XVIII Corp. was merged with and into its direct parent, Twin Brook Equity XXXIII Corp., with Twin Brook Equity XXXIII Corp. continuing as the surviving entity.
Net Change in Unrealized Gains (Losses) on Investment Transactions
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and nine months ended September 30, 2025 and 2024, net unrealized gains (losses) on our investment transactions were as follows:
(Amounts in thousands)Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Non-controlled, non-affiliated investments(11,252)(441)$(13,320)$(1,527)
Non-controlled, affiliated investments168 1,790 4,977 2,879 
Interest rate swaps and options(630)(1,387)(304)(1,387)
Foreign currency forward contracts14 (4)(38)33 
Net change in unrealized gain (loss) on investment transactions$(11,700)$(42)$(8,685)$(2)

For the three months ended September 30, 2025, the net unrealized losses from non-affiliated investments were primarily driven by increased market volatility, offset by unrealized gains driven on equity investments held through our interest in the affiliated funds, Twin Brook Equity Holdings, LLC and Twin Brook Segregated Equity Holdings, LLC. The unrealized loss on interest rate swaps and options represents the unrealized losses on interest rate options from changes in SOFR.
121

Table of Contents
Net Realized Gains (Losses) on Investment Transactions
The realized gains and losses on fully and partially exited portfolio companies during the three and nine months ended September 30, 2025 and 2024, were as follows:

(Amounts in thousands)Three Months
Ended
September 30,
2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Non-controlled, non-affiliated investments$(175)$369 $(125)$599 
Non-controlled, affiliated investments466 514 1,180 549 
Foreign currency forward contracts(36)(9)— 
Net realized gain (loss) on investments$255 $874 $1,055 $1,153 
Financial Condition, Liquidity, and Capital Resources
Our liquidity and capital resources are generated primarily from the net proceeds of our continuous offering of common shares, cash flows from interest, dividends and fees earned from our investments and principal repayments, and credit facilities. The primary uses of our cash are (1) investments in portfolio companies and other investments to comply with certain portfolio diversification requirements, (2) the cost of operations (including paying our Adviser and Administrator or its affiliates), (3) debt service of any borrowings and (4) cash distributions to the holders of our shares.
We may from time to time increase the size of our existing credit facilities. Any such incurrence would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 150%. As market conditions permit and at the discretion of our Adviser, we currently estimate that our portfolio will be approximately 1.00-1.10x levered consistent with our target leverage profile of 0.90x – 1.25x. There were $1.9 billion outstanding borrowings as of September 30, 2025. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.
Cash as of September 30, 2025, taken together with our available debt capacity of $541.5 million, is expected to be sufficient for our investing activities and to conduct our operations.
As of September 30, 2025 we had $152.5 million in cash. During the nine months ended September 30, 2025, we used $606.3 million in cash for operating activities, primarily as a result of funding portfolio investments of $1,169.3 million and partially offset by other operating activities of $563.0 million. Net cash provided by financing activities was $597.7 million during the period, primarily the result of proceeds from the issuance of common shares and debt borrowings.
Equity
As of September 30, 2025, the Company had 84,687,951 shares issued and outstanding with a par value of $0.001 per share.
The following tables summarize transactions in common shares during the three and nine months ended September 30, 2025 and 2024:
122

Table of Contents
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold6,861,291$173,583 18,492,888$467,743 
Share transfers between classes— 9,899251 
Distributions reinvested465,96711,803 1,232,28431,183 
Repurchased shares, net of early repurchase reduction(249,741)(6,315)(1,743,574)(44,043)
Net increase (decrease)7,077,517$179,071 17,991,497$455,134 
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
SharesAmount in ThousandsSharesAmount in Thousands
Class S:
Proceeds from shares sold1,836,375$46,458 5,504,034$139,191 
Share transfers between classes— (6,911)(175)
Distributions reinvested101,3662,576 248,3876,294 
Repurchased shares, net of early repurchase reduction(7,143)(174)
Net increase (decrease)1,937,741$49,035 5,738,367$145,136 
Three Months Ended September 30, 2025Nine Months Ended September 30, 2025
SharesAmount in ThousandsSharesAmount in Thousands
Class D:
Proceeds from shares sold17,339$439 41,331$1,046 
Share transfers between classes— (2,989)(76)
Distributions reinvested84421 2,12853 
Repurchased shares, net of early repurchase reduction— (7,597)(192)
Net increase (decrease)18,183$460 32,873$831 

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class I:
Proceeds from shares sold4,537,474$115,538 21,721,263$551,935 
Share transfers between classes— 19,456495 
Distributions reinvested297,3997,572 654,11316,653 
Repurchased shares, net of early repurchase reduction(38,837)(970)(58,376)(1,457)
Net increase (decrease)4,796,036$122,140 22,336,456$567,626 

123

Table of Contents
Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class S:
Proceeds from shares sold487,599$12,415 1,803,868$45,879 
Share transfers between classes— (4,112)(105)
Distributions reinvested44,4071,131 103,9642,645 
Net increase (decrease)532,006$13,546 1,903,720$48,419 

Three Months Ended September 30, 2024Nine Months Ended September 30, 2024
SharesAmount in ThousandsSharesAmount in Thousands
Class D:
Proceeds from shares sold15,317$390 45,623$1,160 
Share transfers between classes— (15,344)(390)
Distributions reinvested51913 1,91349 
Net increase (decrease)15,836$403 32,192$819 


Net Asset Value per Share and Offering Price
The Company determines net asset value (“NAV”) for each class of shares as of the last day of each calendar month. Share issuances related to monthly subscriptions are effective the first calendar day of each month. Shares are issued at an offering price equivalent to the most recent NAV per share available for each share class, which will be the prior calendar day NAV per share (i.e. the prior month-end NAV). The following table presents each month-end NAV per share for the common shares during the nine months ended September 30, 2025:

NAV Per Share
For the Months EndedClass IClass SClass D
January 31, 2025$25.28 $25.28 $25.28 
February 28, 2025$25.28 $25.28 $25.28 
March 31, 2025$25.29 $25.29 $25.29 
April 30, 2025$25.30 $25.30 $25.30 
May 31, 2025$25.29 $25.29 $25.29 
June 30, 2025$25.31 $25.31 $25.31 
July 31, 2025$25.29 $25.29 $25.29 
August 31, 2025$25.30 $25.30 $25.30 
September 30, 2025$25.15 $25.15 $25.15 

Dividends
We plan to make monthly dividends at the Board’s discretion. The following tables reflect dividends declared on common shares during the nine months ended September 30, 2025.

124

Table of Contents
For the Nine Months Ended September 30, 2025
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2025January 31, 2025February 26, 2025$0.2300 $13,438 
February 25, 2025February 28, 2025March 27, 2025$0.2200 $13,365 
March 28, 2025March 31, 2025April 28, 2025$0.2200 $13,788 
April 27, 2025April 30, 2025May 28, 2025$0.2200 $14,121 
May 28, 2025May 31, 2025June 26, 2025$0.2200 $14,580 
June 27, 2025June 30, 2025July 29, 2025$0.2200 $14,969 
July 28, 2025July 31, 2025August 29, 2025$0.2200 $15,479 
August 28, 2025August 31, 2025September 30, 2025$0.2200 $16,136 
September 27, 2025September 30, 2025October 31, 2025$0.2200 $16,525 

For the Nine Months Ended September 30, 2025
Class S
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2025January 31, 2025February 26, 2025$0.2171 $933 
February 25, 2025February 28, 2025March 27, 2025$0.2084 $969 
March 28, 2025March 31, 2025April 28, 2025$0.2071 $1,159 
April 27, 2025April 30, 2025May 28, 2025$0.2075 $1,307 
May 28, 2025May 31, 2025June 26, 2025$0.2071 $1,467 
June 27, 2025June 30, 2025July 29, 2025$0.2075 $1,563 
July 28, 2025July 31, 2025August 29, 2025$0.2071 $1,691 
August 28, 2025August 31, 2025September 30, 2025$0.2071 $1,843 
September 27, 2025September 30, 2025October 31, 2025$0.2075 $1,965 

For the Nine Months Ended September 30, 2025
Class D
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2025January 31, 2025February 26, 2025$0.2300 $16 
February 25, 2025February 28, 2025March 27, 2025$0.2200 $17 
March 28, 2025March 31, 2025April 28, 2025$0.2200 $17 
April 27, 2025April 30, 2025May 28, 2025$0.2200 $17 
May 28, 2025May 31, 2025June 26, 2025$0.2200 $19 
June 27, 2025June 30, 2025July 29, 2025$0.2200 $19 
July 28, 2025July 31, 2025August 29, 2025$0.2200 $21 
August 28, 2025August 31, 2025September 30, 2025$0.2200 $22 
September 27, 2025September 30, 2025October 31, 2025$0.2200 $23 

The following tables reflect dividends declared on common shares for the nine months ended September 30, 2024:

125

Table of Contents
For the Nine Months Ended September 30, 2024
Class I
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2300 $7,355 
February 26, 2024February 29, 2024March 31, 2024$0.2300 $7,809 
March 28, 2024March 31, 2024April 30, 2024$0.2300 $9,064 
April 27, 2024April 27, 2024May 31, 2024$0.2300 $9,566 
May 28, 2024May 28, 2024June 30, 2024$0.2300 $9,937 
June 27, 2024June 27, 2024July 31, 2024$0.2300 $10,987 
July 28, 2024July 31, 2024August 31, 2024$0.2300 $11,247 
August 28, 2024August 31, 2024September 30, 2024$0.2400 $12,183 
September 27, 2024September 30, 2024October 31, 2024$0.2400 $12,615 

For the Nine Months Ended September 30, 2024
Class S
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $329 
February 26, 2024February 29, 2024March 31, 2024$0.2250 $363 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $410 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $439 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $531 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $575 
July 28, 2024July 31, 2024August 31, 2024$0.2246 $603 
August 28, 2024August 31, 2024September 30, 2024$0.2346 $686 
September 27, 2024September 30, 2024October 31, 2024$0.2348 $724 

For the Nine Months Ended September 30, 2024
Class D
Date DeclaredRecord DatePayment DateDividend per ShareAmount in Thousands
January 28, 2024January 31, 2024February 29, 2024$0.2246 $
February 26, 2024February 29, 2024March 31, 2024$0.2250 $11 
March 28, 2024March 31, 2024April 30, 2024$0.2246 $12 
April 27, 2024April 30, 2024May 31, 2024$0.2248 $10 
May 28, 2024May 31, 2024June 30, 2024$0.2246 $10 
June 27, 2024June 30, 2024July 31, 2024$0.2248 $
July 28, 2024July 31, 2024August 31, 2024$0.2246 $
August 28, 2024August 31, 2024September 30, 2024$0.2346 $10 
September 27, 2024September 30, 2024October 31, 2024$0.2348 $11 

Character of Distributions
The Company may fund its cash distributions to shareholders from any source of funds available to the Company, including but not limited to offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser, which is subject to recoupment, or the Administrator, if any.
126

Table of Contents

All of the dividends declared for the three and nine months ended September 30, 2025 and 2024 and were derived from ordinary income, as determined on a tax basis. Taxable income is an estimate and is not fully determined until the Company’s tax return is filed.

Distribution Reinvestment Plan

The Company has adopted a distribution reinvestment plan, pursuant to which it reinvests all cash dividends declared by the Board on behalf of its shareholders who do not elect to receive their dividends in cash. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of our Company’s distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

Share Repurchase Plan
The Company has implemented a share repurchase program under which, at the discretion of the Board, the Company may repurchase, in each quarter, up to 5% of the NAV of the Company’s Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. For the avoidance of doubt, such target amount is assessed each calendar quarter. The Board may amend or suspend the share repurchase program at any time (including to offer to purchase fewer shares) if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter, or may only be available in an amount less than 5% of our Common Shares outstanding.

The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Company offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.

The following table presents the share repurchases completed during the nine months ended September 30, 2025:

Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 29, 2025259,680 0.4 %$25.30 December 31, 2024$6,564 0
April 25, 20251,248,893 1.7 %$25.29 March 31, 2025$31,530 0
July 28, 2025249,741 0.3 %$25.31 June 30, 2025$6,315 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.

The following table presents the share repurchases completed during the nine months ended September 30, 2024:

127

Table of Contents
Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
January 30, 202419,539 0.1 %$25.43 December 31, 2023$487 0
April 25, 2024— — %$25.40 March 31, 2024$— 0
July 26, 202438,837 — %$25.45 June 30, 2024$969 0
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.


Debt
In accordance with the 1940 Act, we can borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowings, subject to certain limitations.
For the three and nine months ended September 30, 2025 and 2024, the components of interest expense were as follows:
(Amounts in thousands)Three Months Ended
September 30, 2025
Three Months
Ended
September 30,
2024
Nine Months
Ended
September 30,
2025
Nine Months
Ended
September 30,
2024
Interest expense$33,529 $27,394 $95,489 $61,097 
Amortization of deferred financing costs1,711 1,209 5,281 2,633 
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps(1,070)— (14,766)— 
Hedged items769 13,493 
Total interest expense$34,939 $28,603 $99,497 $63,730 
Average interest rate6.73 %7.72 %6.76 %7.84 %
Average daily borrowings$1,790,090 $1,299,712 $1,735,364 $960,691 

Credit Facilities

MSPV Credit Facility

On June 17, 2022, Twin Brook Capital Funding XXXIII MSPV, LLC, as borrower (the “MSPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new loan and servicing agreement (as amended, supplemented or otherwise modified from time to time, the “MSPV Credit Facility”) with Twin Brook Capital Funding XXXIII, LLC, as the transferor (the “Transferor”), AGTB Fund Manager, LLC, as the servicer, Morgan Stanley Asset Funding, Inc., as administrative agent, the lenders from time to time party thereto and The Bank of New York Mellon Trust Company, National Association, as the collateral agent, account bank and collateral custodian.
From time to time, the Transferor expects to sell and/or contribute certain investments to the MSPV Borrower. Proceeds from the MSPV Credit Facility will be used to finance the origination and acquisition of loans by the MSPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the MSPV Borrower through its ownership of the MSPV Borrower. The MSPV Borrower is subject to meet
128

Table of Contents
financial covenants under the MSPV Credit Facility agreement. As of September 30, 2025 and December 31, 2024, the MSPV Borrower was in compliance with all such covenants.

The MSPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the MSPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the MSPV Credit Facility will terminate on June 17, 2027 (the “Reinvestment Period”) with a scheduled final maturity date of May 28, 2029. The revolving loans are subject to an interest rate, during the Reinvestment Period, of Term SOFR plus 2.20% per annum and thereafter, Term SOFR plus 2.70% per annum. Prior to May 28, 2024, when the MSPV Credit Facility was amended, the Reinvestment Period terminated on June 17, 2025, the final maturity date was June 17, 2027, and the revolving loans were subject to an interest rate of Term SOFR plus 2.50% per annum during the Reinvestment Period and Term SOFR plus 3.00% per annum during the period following the Reinvestment Period. After the amendment on May 28, 2024, the MSPV Credit Facility permitted prepayment and release of collateral in connection with certain collateralized loan obligation transactions. The other material terms of the MSPV Credit Facility were unchanged.

ASPV Credit Facility

On December 13, 2022, Twin Brook Capital Funding XXXIII ASPV, LLC, as borrower (the “ASPV Borrower”), an indirect, wholly-owned subsidiary of the Company, entered into a new Loan, Security and Collateral Management Agreement (as amended, supplemented or otherwise modified from time to time, the “ASPV Credit Facility”), with the Transferor, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent and arranger, Computershare Trust Company, National Association, as the collateral custodian, and the lenders from time to time party thereto. On September 19, 2023 the ASPV Credit Facility was amended to appoint Western Alliance Trust Company, N.A., as the successor collateral custodian, and Computershare Trust Company, N.A. resigned as collateral custodian.

From time to time, the Transferor expects to sell and/or contribute certain investments to the ASPV Borrower. Proceeds from the ASPV Credit Facility will be used to finance the origination and acquisition of loans by the ASPV Borrower, including the purchase of such assets from the Transferor. The Company retains a residual interest in assets contributed to or acquired by the ASPV Borrower through its ownership of the ASPV Borrower.

The ASPV Credit Facility created a revolving loan facility with an initial maximum principal amount of $300 million, subject to availability under a borrowing base which consists primarily of commercial loans acquired by the ASPV Borrower from the Transferor, a wholly-owned subsidiary of the Company. The ASPV Borrower may, subject to the applicable prepayment premium, prepay the loans and/or terminate or reduce the revolving commitments under the ASPV Credit Facility at any time without penalty. The obligation of the lenders to make revolving commitments under the ASPV Credit Facility will terminate on December 12, 2025 (the “Reinvestment Period”) with a scheduled final maturity date of December 12, 2027. The revolving loans will be subject to an interest rate of daily simple SOFR plus 2.875% per annum.

The ASPV Credit Facility is secured by all of the assets of the ASPV Borrower and a pledge of equity interests in the ASPV Borrower. The ASPV Borrower is subject to meet financial covenants under the ASPV Credit Facility agreement. As of September 30, 2025 and December 31, 2024, the ASPV Borrower was in compliance with all such covenants.

On August 9, 2024, ASPV Borrower entered into Amendment No. 1 to Loan, Security and Collateral Management Agreement (the “First Amendment”), by and among ASPV Borrower, as borrower, AGTB Fund Manager, LLC, as the collateral manager, Ally Bank, as administrative agent, and swingline lender, Western Alliance Trust Company, N.A., as the collateral custodian, and the lenders from time to time party thereto, which amends the Loan, Security and Collateral Management Agreement dated as of December 13, 2022.

The First Amendment amends the ASPV Credit Facility to, among other things: (i) increase the initial maximum principal amount from $300 million to $500 million, subject to availability under a borrowing base, (ii) reduce the interest rate on revolving loans from daily simple SOFR plus 2.875% per annum to daily simple SOFR plus 2.40% per annum and (iii) extend the termination date of the lenders’ obligation to make revolving commitments under the ASPV Credit Facility from December 12, 2025 to August 9, 2027 and extend the final scheduled maturity date from December 12, 2027 to August 9, 2029.



129

Table of Contents
Truist Credit Facility

On November 17, 2023, the Company, as borrower, entered into a new Senior Secured Revolving Credit Agreement (as amended, supplemented or otherwise modified from time to time, the “Truist Credit Facility”), with the lenders and issuing banks party thereto and Truist Bank, as administrative agent.

On August 16, 2024, the Truist Credit Facility was amended to, among other things: (i) increase the initial maximum principal amount from $300 million to $975 million, subject to availability under a borrowing base, (ii) increase the additional commitments that the Company may seek from new and existing lenders in the future, up to an aggregate facility size not to exceed $1,462,500,000, and (iii) extend the termination date of the lenders’ obligation to make loans under the Truist Credit Facility from November 17, 2027 to August 16, 2028 and extend the final scheduled maturity date from November 17, 2028 to August 16, 2029.

The Company may prepay any class of loans and/or terminate or reduce the revolving commitments of any class under the Truist Credit Facility at any time without penalty. The revolving loans will be subject to an interest rate of, at the Company’s option, adjusted term SOFR plus 2.00% or the alternate base rate plus 1.00%.

The Truist Credit Facility is guaranteed by Twin Brook Capital Funding XXXIII, LLC (the “Guarantor”), a direct and wholly owned subsidiary of the Company, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future. The Truist Credit Facility is secured by all assets of the Company and the Guarantor. The Company is subject to financial covenants under the Truist Credit Facility agreement. As of September 30, 2025 and December 31, 2024, the Company was in compliance with all such covenants.

As of September 30, 2025, there are approximately $274.2 million in borrowings outstanding on the ASPV Credit Facility, $363.1 million borrowings outstanding on the MSPV Credit Facility and $146.2 million in borrowings outstanding on the Truist Credit Facility. Borrowings under the Company’s facilities are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

The carrying values of borrowings outstanding under the debt facilities approximate fair value. As of September 30, 2025 and December 31, 2024, the asset coverage ratio was 212.1% and 188.3%, respectively.

Private Placement Notes

On March 19, 2024, the Company entered into a Note Purchase Agreement, governing the issuance of $90,000,000 aggregate principal amount of 7.69% Series A Senior Notes, Tranche A, due March 19, 2027 (the “Tranche A Notes”) and $150,000,000 aggregate principal amount of 7.78% Series A Senior Notes, Tranche B, due March 19, 2029 (the “Tranche B Notes”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 7.69% per annum and 7.78% per annum, respectively. The Tranche A Notes and the Tranche B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company.

Interest on the Tranche A Notes and the Tranche B Notes will be due semiannually on March 19 and September 19 of each year, beginning on September 19, 2024. The Tranche A Notes and the Tranche B Notes may be redeemed in whole or in part at any time or from time to time at the Company’s option at par plus accrued interest to the prepayment date and, if applicable, a make-whole premium. In addition, the Company is obligated to offer to prepay the Tranche A Notes and the Tranche B Notes at par plus accrued and unpaid interest up to, but excluding, the date of prepayment, if certain change in control events occur. The Tranche A Notes and the Tranche B Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured and unsubordinated indebtedness issued by the Company.

In connection with the Tranche A Notes and the Tranche B Notes, the Company entered into interest rate swaps to more closely align the interest rates of the Company’s liabilities with the investment portfolio, which consists of predominately floating rate loans. The Company designated this interest rate swap and the Tranche A Notes and the Tranche B Notes in a qualifying hedge accounting relationship.

On October 15, 2024, the Company entered into a First Supplement to the Master Note Purchase Agreement, governing the issuance of $400 million aggregate principal amount of Series B Notes consisting of (i) $85 million aggregate principal amount of 6.42% Series B Senior Notes, Tranche A, due October 15, 2028 (the “Series B Tranche A Notes”), (ii) $25 million aggregate principal amount of Series B Senior Notes, Tranche B, due October 15, 2029 to be issued at a floating rate (the “Series B Tranche B Notes”), and (iii) $290 million aggregate principal amount of 6.52% Series B Senior Notes,
130

Table of Contents
Tranche C, due October 15, 2029 (the “Series B Tranche C Notes,” collectively with the Series B Tranche A Notes and Series B Tranche B Notes, the “Series B Notes”), to qualified institutional investors in a private placement. The Series B Tranche B Notes bear interest at a floating interest rate equal to three-month SOFR plus 3.24% per annum. The Series B Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Series B Tranche A Notes and the Series B Tranche B Notes and $100 million of the Series B Tranche C Notes were delivered and paid for on October 15, 2024. Of the remaining Series B Tranche C Notes, $100 million and $90 million were delivered and paid for on November 14, 2024 and December 12, 2024, respectively.

On June 30, 2025, the Company entered into a Second Supplement to the Master Note Purchase Agreement dated as of March 19, 2024, governing the issuance of $100 million aggregate principal amount of Series C Notes consisting of (i) $25 million aggregate principal amount of 6.05% Series C Senior Notes, Tranche A, due June 30, 2028 (the “Tranche A Notes”), and (ii) $75 million aggregate principal amount of 6.40% Series C Senior Notes, Tranche B, due June 30, 2030 (the “Tranche B Notes,” together with the Tranche A Notes, the “Series C Notes”), to qualified institutional investors in a private placement. The Tranche A Notes and the Tranche B Notes bear interest at a rate equal to 6.05% per annum and 6.40% per annum, respectively. The Series C Notes are guaranteed by Twin Brook Capital Funding XXXIII, LLC, a subsidiary of the Company. All of the Tranche A Notes and the Tranche B Notes were delivered and paid for on June 30, 2025

As of September 30, 2025, the Company was in compliance with all covenants and other requirements of each of the Tranche A Notes, Tranche B Notes, and Tranche C Notes.
Total debt consisted of the following as of September 30, 2025:
As of September 30, 2025
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value(2)
Assets Pledged as Collateral(3)
ASPV Credit Facility$500,000 $274,200 $58,956 $274,200 $501,263 
MSPV Credit Facility500,000 363,100 74,273 363,100 707,695 
Truist Credit Facility975,000 146,200 408,259 146,200 2,160,297 
Series A Tranche A Notes90,000 90,000 — 90,384 — 
Series A Tranche B Notes150,000 150,000 — 151,953 — 
Series B Tranche A Notes85,000 85,000 — 86,092 — 
Series B Tranche B Notes25,000 25,000 — 25,000 — 
Series B Tranche C Notes290,000 290,000 — 294,360 — 
 Series C Tranche A Notes25,000 25,000 — 25,324 — 
 Series C Tranche B Notes75,000 75,000 — 75,078 — 
CLO Transaction369,000 369,000 — 369,000 434,764 
Total$3,084,000 $1,892,500 $541,488 $1,900,691 $3,804,018 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Carrying value is inclusive of adjustments for the change in fair value of the effective hedge relationship
(3)Fair market value of the assets held as collateral in the respective credit facility.

Total debt consisted of the following as of December 31, 2024:

131

Table of Contents
As of December 31, 2024
(Amounts in thousands)Maximum Principal Amount
Committed
Principal Amount Outstanding
Principal Amount Available(1)
Carrying Value
Assets Pledged as Collateral(2)
ASPV Credit Facility$500,000 $251,300 $69,062 $251,300 $493,142 
MSPV Credit Facility500,000 191,400 101,922 191,400 505,122 
Truist Credit Facility975,000 299,600 546,860 299,600 1,639,675 
Series A Tranche A Notes90,000 90,000 — 89,732 — 
Series A Tranche B Notes150,000 150,000 — 148,799 — 
Series B Tranche A Notes85,000 85,000 — 84,330 — 
Series B Tranche B Notes25,000 25,000 — 25,000 — 
Series B Tranche C Notes290,000 290,000 — 286,838 — 
CLO Transaction369,000 369,000 — 369,000 442,629 
Total$2,984,000 $1,751,300 $717,844 $1,745,999 $3,080,569 
(1)The amount available reflects any limitations related to the facilities borrowing bases.
(2)Fair market value of the assets held as collateral in the respective credit facility.
Debt Securitizations

On May 30, 2024, the Company completed an approximately $445.0 million term debt securitization (the “CLO Transaction”). Term debt securitizations are also known as collateralized loan obligations and are a form of secured financing incurred by a subsidiary of the Company, which is consolidated by the Company and subject to the Company’s overall asset coverage requirements. The secured notes issued in the CLO Transaction and the secured loan borrowed in the CLO Transaction were issued and incurred, as applicable, by Twin Brook CLO 2024-1 LLC (the “Issuer”), an indirect, wholly-owned, consolidated subsidiary of the Company, and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the Issuer.

The following table presents information on the secured notes and equity interests in the CLO Transaction:

As of September 30, 2025
(Amounts in thousands)Principal OutstandingInterest RateCredit Rating
Class A Senior Secured Floating Rate Notes$161,000 
SOFR + 1.90%
AAA(sf)
Class A-L Senior Secured Floating Rate Loans$100,000 
SOFR + 1.90%
AAA(sf)
Class B Senior Secured Floating Rate Notes$45,000 
SOFR + 2.30%
AA(sf)
Class C Senior Secured Floating Rate Notes$36,000 
SOFR + 2.95%
A(sf)
Class D Senior Secured Floating Rate Notes$27,000 
SOFR + 4.95%
BBB(sf)
Equity Interests1
$76,000 NoneNot Rated
Total CLO Transaction$445,000 

The secured notes are scheduled to mature on July 20, 2036, unless redeemed by the Issuer, at the direction of the Adviser, serving as collateral manager, on any business day after July 20, 2026.

The Class A Notes, Class A-L Loans, Class B Notes, Class C Notes and Class D Notes (collectively, the “Secured Debt”) are the secured obligations of the Issuer and the Equity Interests are the unsecured obligations of Issuer. The Class A-L Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the indenture and related agreements. The indenture governing the CLO Transaction includes customary covenants and events of default.

As part of the CLO Transaction, an wholly owned subsidiary of the Company (the “Retention Holder”) sold and transferred certain middle market loans to the Issuer for the purchase price and other consideration set forth in a loan sale agreement and for future sales from the Retention Holder to the Issuer on an ongoing basis. Such loans constituted the initial portfolio
132

Table of Contents
of assets securing the Secured Debt. In connection with such sale and transfer, the Retention Holder made customary representations, warranties and covenants to the Issuer.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from registration.

The Adviser serves as collateral manager to Issuer under a collateral management agreement and is entitled to receive fees for providing the services; however, the Adviser has waived its right to receive such fees but may rescind such waiver at any time.

Short-Term Debt

In order to finance certain investment transactions, the Company may, from time to time, enter into financing agreements, whereby the Company transfers to a third party an investment that it holds in exchange for cash for a period of time, generally not to exceed 180 days from the date it was transferred (each, a “Short Term Financing Transaction”). At the expiration of the agreement, the Company returns the cash and interest to the third party and receives the original investment transferred.

As of September 30, 2025 and December 31, 2024, the Company did not have borrowings under Short-Term Financing Transactions with a third party.
Off-Balance Sheet Arrangements
Portfolio Company Commitments
Our investment portfolio may contain debt investments that are in the form of revolving lines of credit and unfunded delayed draw commitments, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. Unfunded portfolio company commitments and funded debt investments are presented on the consolidated schedule of investments at fair value. Unrealized appreciation or depreciation, if any, is included in the consolidated statements of assets and liabilities and consolidated statements of operations.
As of September 30, 2025 and December 31, 2024, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $1.011 billion and $821 million, respectively.
We seek to carefully manage our unfunded portfolio company commitments for purposes of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 150% asset coverage ratio, to cover any outstanding portfolio company unfunded commitments we are required to fund.
Contractual Obligations
A summary of our contractual payment obligations under our borrowing arrangements as of September 30, 2025 is as follows:

133

Table of Contents
Payment Due by Period
(Amounts in millions)TotalLess than 1 year1-33-5More than 5 years
ASPV Credit Facility$274.2 $— $— $274.2 $— 
MSPV Credit Facility$363.1 $— $— $363.1 $— 
Truist Credit Facility$146.2 $— $— $146.2 $— 
Series A Tranche A Notes$90.0 $— $90.0 $— $— 
Series A Tranche B Notes$150.0 $— $— $150.0 $— 
CLO Transaction$369.0 $— $— $— $369.0 
Series B Tranche A Notes$85.0 $— $— $85.0 $— 
Series B Tranche B Notes$25.0 $— $— $25.0 $— 
Series B Tranche C Notes$290.0 $— $— $290.0 $— 
 Series C Tranche A Notes$25.0 $— $— $25.0 $— 
 Series C Tranche B Notes$75.0 $— $— $75.0 $— 
Total$1,892.5 $— $90.0 $1,433.5 $369.0 
Related Party Transactions
We have entered into a number of business relationships with affiliated or related parties, including the Investment Management Agreement, the Administration Agreement, Expense Support and Conditional Reimbursement Agreement and the Resource Sharing Agreement.
In addition to the aforementioned agreements, we intend to rely on exemptive relief that has been granted to us, our Adviser, and TPG Angelo Gordon to permit us to co-invest with other funds managed by TPG Angelo Gordon in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as any regulatory requirements and other pertinent factors. See “Item 1. – Notes to Consolidated Financial Statements – Note 6. Agreements and Related Party Transactions” for further description of our related party transactions.
Critical Accounting Policies
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 18, 2025, and elsewhere in our filings with the SEC. There have been no significant changes this quarter in our critical accounting policies and practices.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Uncertainty with respect to the economic effects of elevated interest rates in response to inflation, the Israel-Hamas war and the war in Russia and Ukraine has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.
Valuation Risk
We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and therefore, we will value these investments at fair value as determined in good faith by Adviser, pursuant to Rule 2a-5, based on, among other things, the input of independent third party valuation firm(s) engaged by the Adviser, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.
134

Table of Contents
Interest Rate Risk
Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We may fund portions of our investments with borrowings on a short term basis, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.
As of September 30, 2025, 99.9% of our debt investments based on fair value in our portfolio were at floating rates. Our credit facilities bear interest at floating rates with no interest rate floor. Our unsecured notes, which bear interest at fixed rates, are hedged by fixed to floating interest rate swaps in order to align the interest rates of our liabilities with our investment portfolio.
Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2025, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments and leverage (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to Term SOFR and there are no changes in our investment and borrowing structure:
(Amounts in millions)Interest IncomeInterest ExpenseNet Income
Up 200 basis points$77.1 $23.1 $54.0 
Up 100 basis points$38.3 $11.5 $26.8 
Down 100 basis points$(38.3)$(11.5)$(26.8)
Down 200 basis points$(76.5)$(23.1)$(53.4)
To a limited extent, we may in the future hedge against interest rate fluctuations by using hedging instruments such as futures, options, swaps and forward contracts, and credit hedging contracts, such as credit default swaps. However, no assurance can be given that such hedging transactions will be entered into or, if they are, that they will be effective.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
135

Table of Contents
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.
Item 1A. Risk Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 18, 2025 which could materially affect our business, financial condition and/or operating results. The risks are not the only risks we face. Additional risks and uncertainties are not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We did not sell any securities during the period covered by this Quarterly Report on Form 10-Q that were not registered under the Securities Act. In addition to other information set forth in this report, you should carefully consider the information regarding repurchases discussed in Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Share Repurchase Plan”, herein.

The following table sets forth information regarding repurchases of our Common Shares pursuant to a tender offer during the three months ended September 30, 2025 (dollar amounts in thousands, except per share amounts).

Tender Offer Expiration DateTotal Number of Shares Repurchased (all classes)
Percentage of Outstanding Shares Repurchased(1)
Price paid Per ShareTender Offer Valuation Date
Amount Repurchased (all classes) (in thousands)(2)
Maximum number of shares that may yet be purchased under the repurchase plan(3)
July 28, 2025249,741 0.3 %$25.31 June 30, 2025$6,315 0

(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchases were satisfied in full.


Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the fiscal quarter ended September 30, 2025, none of our trustees 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 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”.
136

Table of Contents
Item 6. Exhibits.

Exhibit No.
Description
3.1
Fifth Amended and Restated Agreement and Declaration of Trust, dated March 17, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 18, 2025)
3.2
Fourth Amended and Restated Bylaws, dated March 17, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 18, 2025)
10.1Second Supplement to Master Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2025)
31.1*Certification of Trevor Clark pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of Terrence Walters pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*Certification of Trevor Clark pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*Certification of Terrence Walters pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
___________________
*Filed herewith
137

Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused his report to be signed on its behalf by the undersigned thereunto duly authorized.
TPG Twin Brook Capital Income Fund
November 10, 2025By:/s/ Trevor Clark
Trevor Clark
Chief Executive Officer
(Principal Executive Officer)
November 10, 2025By:/s/ Terrence Walters
Terrence Walters
Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
138