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Filed pursuant to Rule 424(b)(3)

File No. 333-286873 and 333-268405

TPG TWIN BROOK CAPITAL INCOME FUND

SUPPLEMENT NO. 1 DATED MAY 13, 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 March 31, 2025.

Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2025

On May 13, 2025, we filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 with the Securities and Exchange Commission. The report (without exhibits) is attached to this Supplement.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

OR

o			TRANSITION 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)

Delaware			88-6102187
(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 class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

Securities registered pursuant to Section 12(g) of the Act:

Common 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

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

o

Emerging growth company

x

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 May 12, 2025 was 64,187,247, 6,300,971 and 78,672 of Class I, Class S and Class D Common Shares, respectively. Common Shares outstanding exclude May 1, 2025 subscriptions since the issuance price is not yet finalized at the date of this filing.

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TABLE OF CONTENTS

PART I			FINANCIAL INFORMATION			#
Item 1.			Financial Statements			#
			Consolidated Statements of Assets and Liabilities as of March 31, 2025 (Unaudited) and December 31, 2024			#
			Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited)			#
			Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2025 and 2024 (Unaudited)			#
			Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)			#
			Consolidated Schedules of Investments as of March 31, 2025 (Unaudited) and December 31, 2024			#
			Notes to Consolidated Financial Statements (Unaudited)			#
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			#
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			#
Item 4.			Controls and Procedures			#
PART II			OTHER INFORMATION			#
Item 1.			Legal Proceedings			#
Item 1A.			Risk Factors			#
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			#
Item 3.			Defaults Upon Senior Securities			#
Item 4.			Mine Safety Disclosures			#
Item 5.			Other Information			#
Item 6.			Exhibits			#
Signatures						#

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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)

			March 31, 2025			December 31, 2024
			(Unaudited)
Assets
Investments at fair value:
Non-controlled/non-affiliated investments at fair value (amortized cost of $3,304,424 and $3,084,619, respectively)			$	3,298,961		$	3,080,569
Non-controlled/affiliated investments at fair value (amortized cost of $77,857 and $74,552, respectively)			85,558			80,654
Cash and cash equivalents (restricted cash of $51,135 and $71,863 as of March 31, 2025 and December 31, 2024, respectively)			78,838			161,064
Deferred financing costs			26,716			27,997
Interest receivable			12,290			12,479
Unrealized gain on derivative contracts			3,311			1,021
Deferred offering costs			973			1,035
Prepaid expenses			574			1,057
Other assets			67			612
Total assets			$	3,507,288		$	3,366,488
Liabilities
Unrealized loss on derivative contracts			7,290			14,000
Debt (Note 5)			1,719,853			1,745,999
Interest payable			18,637			33,546
Dividend payable			14,964			14,602
Income incentive fee payable			6,086			5,465
Management fees payable			4,922			4,578
Accrued expenses and other liabilities payable to affiliate			2,888			3,118
Deferred income			2,271			2,373
Deferred tax liability			1,855			1,575
Total liabilities			$	1,778,766		$	1,825,256
Commitments and contingencies (Note 8)
Net assets
Common shares $0.001 par value, unlimited shares authorized; 68,346,039 and 60,925,719 shares issued and outstanding, respectively			$	68		$	61
Additional paid-in-capital			1,731,846			1,544,845
Total distributable earnings (loss)			(3,392)			(3,674)
Total net assets			1,728,522			1,541,232
Total liabilities and net assets			$	3,507,288		$	3,366,488
Net asset value per share			$	25.29		$	25.30

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

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TPG Twin Brook Capital Income Fund

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)

			March 31, 2025			December 31, 2024
			(Unaudited)
Net Asset Value per Share
Class I Shares:
Net assets			$	1,585,048		$	1,445,050
Common shares $0.001 par value, unlimited shares authorized			62,673,057			57,123,580
Net asset value per share			$	25.29		$	25.30
Class S Shares:
Net assets			$	141,462		$	94,351
Common shares $0.001 par value, unlimited shares authorized			5,593,418			3,729,761
Net asset value per share			$	25.29		$	25.30
Class D Shares:
Net assets			$	2,012		$	1,831
Common shares $0.001 par value, unlimited shares authorized			79,564			72,378
Net asset value per share			$	25.29		$	25.30

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

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TPG Twin Brook Capital Income Fund

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)

			Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Investment income
Investment income from non-controlled, non-affiliated investments:
Interest			$	86,544					$	46,753
Payment-in-kind interest			967						803
Other			1,344						1,207
Total investment income from non-controlled, non-affiliated investments:			88,855						48,763
Total investment income			88,855						48,763
Expenses
Interest			$	31,953					$	15,458
Income incentive fees(1)			6,086						3,583
Management fees(1)			4,922						2,647
Other			995						160
Offering costs			612						339
Professional fees			526						554
Administrative fees(1)			376						232
Insurance fees			188						153
Accounting fees			173						169
Capital gains incentive fees(1)			—						(7)
Trustees' fees			58						45
Distribution and shareholder servicing fees:
Class S			257						88
Class D			1						1
Total expenses			46,147						23,422
Distribution and shareholder servicing fees waived
Class S			(74)						(62)
Class D			(1)						—
Net expenses			46,072						23,360
Net investment income (loss) before taxes			$	42,783					$	25,403
Deferred federal tax provision(2)			280						311
Current federal tax(2)			87						—
Net investment income (loss) after taxes			$	42,416					$	25,092
Net realized and change in unrealized gain (loss) on investment transactions
Net realized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments			48						—
Non-controlled, affiliated investments			345						—
Foreign currency forward contracts			47						(32)
Net change in unrealized gain (loss) on investment transactions:
Non-controlled, non-affiliated investments			(1,413)						(1,815)
Non-controlled, affiliated investments			1,599						1,599

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

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Interest rate swaps and options			436						—
Foreign currency forward contracts			(45)						67
Total net realized and change in unrealized gain (loss) on investment transactions			1,017						(181)
Net increase (decrease) in net assets resulting from operations			$	43,433					$	24,911

(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.

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TPG Twin Brook Capital Income Fund

Consolidated Statements of Changes in Net Assets

(Amounts in thousands, except share amounts)

(Unaudited)

															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Increase (decrease) in net assets resulting from operations
Net investment income (loss)															$	42,416					$	25,092
Net realized gain (loss)															440						(32)
Net change in unrealized gain (loss)															577						(149)
Net increase (decrease) in net assets resulting from operations															43,433						24,911
Dividends
Class I															(40,652)						(24,228)
Class S															(3,061)						(1,102)
Class D															(50)						(26)
Net increase (decrease) in net assets resulting from dividends															(43,763)						(25,356)
Capital share transactions
Class I
Proceeds from shares sold															137,433						229,767
Share transfers between classes															76						—
Distributions reinvested															9,272						4,060
Repurchased shares, net of early repurchase deduction															(6,464)						(487)
Class S
Proceeds from shares sold															45,531						15,653
Distributions reinvested															1,646						729
Repurchased shares, net of early repurchase deduction															(55)						—
Class D
Proceeds from shares sold															292						630
Share transfers between classes															(76)						—
Distributions reinvested															15						20
Repurchased shares, net of early repurchase deduction															(50)						—
Net increase (decrease) in net assets resulting from capital share transactions															187,620						250,372
Total increase (decreases) in net assets															187,290						249,927
Net assets, at beginning of period															1,541,232						798,851
Net assets, at end of period															$	1,728,522					$	1,048,778

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

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TPG Twin Brook Capital Income Fund

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

						Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations						$	43,433					$	24,911
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						(393)						—
Net realized (gain) loss on foreign currency forward contracts						(47)						—
Net change in unrealized (appreciation) depreciation on investments						(186)						216
Net change in unrealized (appreciation) depreciation on foreign currency forward contracts						45						(67)
Net change in unrealized (appreciation) depreciation on interest rate swaps and options, inclusive of hedging effects						(892)						—
Net accretion on debt instruments						(4,511)						(2,288)
Net paydown gain on debt instruments						(536)						(128)
Interest received in-kind						(967)						(803)
Purchases and drawdowns of investments						(318,737)						(456,894)
Proceeds from sales and paydowns of investments						102,082						28,002
Net settlements on derivative contracts						—						773
Amortization of deferred financing costs						1,783						630
Amortization of deferred offering costs						612						337
Change in operating assets and liabilities:
(Increase) decrease in interest receivable						189						(2,248)
(Increase) decrease in other assets						545						—
(Increase) decrease in prepaid expenses						483						153
Increase (decrease) in interest payable						(14,909)						337
Increase (decrease) in accrued expenses and other liabilities payable to affiliate						(230)						(968)
Increase (decrease) in income incentive fees payable						621						789
Increase (decrease) in management fees payable						344						318
Increase (decrease) in deferred tax liability						280						311
Increase (decrease) in deferred income						(102)						4
Increase (decrease) in capital gains incentive fees payable						—						(7)
Increase (decrease) in due to affiliate						—						2,298
Net cash used in operating activities						(191,093)						(404,324)
Cash flows from financing activities
Dividends paid						(32,468)						(28,975)
Payments for repurchase of common shares						(6,564)						(487)
Proceeds from issuance of common shares						183,251						246,050
Borrowings on debt						363,700						473,200

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

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						Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Payments on debt						(398,000)						(284,900)
Payments for deferred financing costs						(502)						(1,605)
Payments for deferred offering costs						(550)						(549)
Net cash provided by financing activities						108,867						402,734
Net change in cash						(82,226)						(1,590)
Cash and restricted cash
Cash and restricted cash, beginning of period						161,064						62,706
Cash and restricted cash, end of period						$	78,838					$	61,116
Supplemental and non-cash information
Distributions reinvested						$	10,933					$	4,809
Cash paid during the period for interest						$	45,535					$	13,718
Dividends payable						$	14,964					$	9,486
The following table provides a reconciliation of cash and restricted cash reported within the consolidated statements of assets and liabilities:
Cash						$	27,703					$	30,189
Restricted cash						51,135						30,927
Total cash and restricted cash						$	78,838					$	61,116

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

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

    

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity 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 loan			S +			5.00%			9.24%			7/29/2024			7/29/2030			$	3,028					$	(27)					$	(21)					0.00		%
AlphaCoin LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.24%			7/29/2024			7/29/2030			4,509						(80)						(73)						0.00		%
AlphaCoin LLC			First lien senior secured term loan			S +			5.00%			9.24%			7/29/2024			7/29/2030			19,479						19,122						19,167						1.11		%
Mattco Forge, Inc (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			12/19/2024			12/19/2030			3,691						(53)						(46)						0.00		%
Mattco Forge, Inc			First lien senior secured term loan			S +			5.00%			9.30%			12/19/2024			12/19/2030			38,144						37,596						37,667						2.18		%
																											56,558						56,694						3.29		%
Air freight and logistics
Load One Purchaser Corporation			First lien senior secured revolving loan			S +			6.25%			11.97%			6/21/2022			6/21/2028			$	3,557					$	840					$	840					0.05		%
Load One Purchaser Corporation			First lien senior secured term loan			S +			6.25%			10.81%			6/21/2022			6/21/2028			995						977						981						0.06		%
Load One Purchaser Corporation			First lien senior secured term loan			S +			6.25%			10.92%			10/23/2024			6/21/2028			13,961						13,748						13,768						0.79		%
Zipline Logistics, LLC			First lien senior secured revolving loan			S +			4.00% + 2.00% PIK			10.44%			9/19/2022			9/19/2027			1,701						1,103						1,065						0.06		%
Zipline Logistics, LLC			First lien senior secured term loan			S +			6.00% + 2.00% PIK			10.44%			9/19/2022			9/19/2027			6,860						6,760						6,609						0.38		%
																											23,428						23,263						1.34		%
Auto components
A.P.A. Industries, LLC (6)(9)			First lien senior secured revolving loan			S +			6.00%			10.44%			1/10/2023			1/10/2028			$	1,523					$	(21)					$	(20)					0.00		%
A.P.A. Industries, LLC			First lien senior secured term loan			S +			6.00%			10.44%			1/10/2023			1/10/2028			8,529						8,399						8,407						0.49		%
AirPro Diagnostics, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.56%			2/21/2025			2/21/2030			3,164						(47)						(47)						0.00		%
AirPro Diagnostics, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.56%			2/21/2025			2/21/2030			1,822						(27)						(27)						0.00		%
AirPro Diagnostics, LLC			First lien senior secured term loan			S +			5.25%			9.56%			2/21/2025			2/21/2030			8,541						8,416						8,416						0.49		%
AvCarb, LLC			First lien senior secured delayed draw term loan			S +			2.00% + 5.00%PIK			11.56%			7/28/2023			11/12/2026			246						243						238						0.01		%
AvCarb, LLC			First lien senior secured revolving loan			S +			7.00%			11.70%			7/28/2023			11/12/2026			38						9						8						0.00		%
AvCarb, LLC			First lien senior secured term loan			S +			2.00% + 5.00% PIK			11.56%			7/28/2023			11/12/2026			524						520						509						0.03		%
Bestop, Inc (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			3/29/2024			3/29/2029			6,774						(108)						(102)						(0.01)		%
Bestop, Inc			First lien senior secured revolving loan			S +			5.50%			9.80%			3/29/2024			3/29/2029			7,081						1,303						1,310						0.08		%
Bestop, Inc			First lien senior secured term loan			S +			5.50%			9.80%			3/29/2024			3/29/2029			43,915						43,172						43,256						2.49		%
BSC ASI Buyer, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			12/31/2024			12/31/2027			3,661						(34)						(34)						0.00		%
BSC ASI Buyer, LLC			First lien senior secured term loan			S +			5.00%			9.30%			12/31/2024			12/31/2027			29,751						29,485						29,485						1.71		%

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

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Certified Collision Group Acquisition Corp (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			7/28/2023			5/17/2027			19						—						—						0.00		%
Certified Collision Group Acquisition Corp			First lien senior secured term loan			S +			5.00%			9.30%			7/28/2023			5/17/2027			1,100						1,092						1,091						0.06		%
Raneys, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			2/17/2023			6/7/2027			4,823						4,758						4,775						0.28		%
Raneys, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.05%			6/7/2022			6/7/2027			1,964						(24)						(19)						0.00		%
Raneys, LLC			First lien senior secured term loan			S +			5.75%			10.05%			6/7/2022			6/7/2027			13,419						13,248						13,286						0.77		%
																											110,384						110,532						6.40		%
Building products
US Anchors Group Inc (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			7/15/2024			7/15/2029			$	3,275					$	(56)					$	(52)					0.00		%
US Anchors Group Inc			First lien senior secured term loan			S +			5.00%			9.30%			7/15/2024			7/15/2029			17,529						17,219						17,252						1.00		%
																											17,163						17,200						1.00		%
Chemicals
AM Buyer, LLC (6)			First lien senior secured revolving loan			S +			6.75%			11.30%			3/6/2025			5/1/2027			$	851					$	(6)					$	(6)					0.00		%
AM Buyer, LLC			First lien senior secured term loan			S +			5.50%			9.80%			3/6/2025			5/1/2027			4,324						4,292						4,291						0.25		%
Answer Acquisition, LLC			First lien senior secured revolving loan			S +			6.00%			10.45%			7/28/2023			12/30/2026			759						94						96						0.01		%
Answer Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.45%			1/16/2024			12/30/2026			849						841						843						0.05		%
Answer Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.45%			6/7/2024			12/30/2026			9,898						9,755						9,829						0.57		%
Answer Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.45%			7/28/2023			12/30/2026			1,660						1,652						1,649						0.10		%
Custom Agronomics Holdings, LLC			First lien senior secured revolving loan			S +			6.50%			11.06%			8/30/2022			8/30/2027			2,357						1,939						1,937						0.11		%
Custom Agronomics Holdings, LLC			First lien senior secured term loan			S +			6.50%			11.06%			8/30/2022			8/30/2027			4,072						4,023						4,024						0.23		%
Custom Agronomics Holdings, LLC			First lien senior secured term loan			S +			6.50%			11.06%			3/25/2024			8/30/2027			2,511						2,483						2,482						0.14		%
Polycorp Ltd (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.32%			1/24/2024			1/24/2030			14,860						(156)						(219)						(0.01)		%
Polycorp Ltd (6)			First lien senior secured revolving loan			S +			5.00%			9.32%			1/24/2024			1/24/2030			3,723						(69)						(55)						0.00		%
Polycorp Ltd			First lien senior secured term loan			S +			5.00%			9.32%			1/24/2024			1/24/2030			18,009						17,713						17,744						1.03		%
Polycorp Ltd			First lien senior secured term loan			S +			5.00%			9.32%			2/28/2025			1/24/2030			5,378						5,297						5,299						0.31		%
Teel Plastics, LLC			First lien senior secured revolving loan			S +			5.00%			10.71%			7/28/2023			4/30/2025			324						178						178						0.01		%
Teel Plastics, LLC			First lien senior secured term loan			S +			5.00%			9.44%			7/28/2023			4/30/2025			1,751						1,751						1,751						0.10		%
																											49,787						49,843						2.90		%
Commercial services and supplies
Alliance Environmental Group, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.56%			7/28/2023			12/30/2027			$	57					$	56					$	37					0.00		%
Alliance Environmental Group, LLC			First lien senior secured revolving loan			S +			6.00%			10.56%			7/28/2023			12/30/2027			38						37						25						—		%
Alliance Environmental Group, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			12/30/2027			2,255						2,217						1,473						0.09		%
CARDS Acquisition, Inc			First lien senior secured delayed draw term loan			S +			5.50%			9.82%			8/12/2024			8/12/2029			23,837						2,703						2,795						0.16		%
CARDS Acquisition, Inc			First lien senior secured revolving loan			S +			5.50%			10.21%			8/12/2024			8/12/2029			8,843						6,571						6,605						0.38		%
CARDS Acquisition, Inc			First lien senior secured term loan			S +			5.50%			9.82%			8/12/2024			8/12/2029			41,111						40,278						40,455						2.34		%
Edko Acquisition, LLC (10)			First lien senior secured revolving loan			S +			6.00%			10.56%			7/28/2023			6/25/2026			38						11						11						0.00		%
Edko Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			6/25/2026			1,111						1,106						1,104						0.06		%

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

10

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Franchise Fastlane, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.94%			7/28/2023			5/2/2027			15						—						—						0.00		%
Franchise Fastlane, LLC			First lien senior secured term loan			S +			5.50%			9.94%			7/28/2023			5/2/2027			1,121						1,114						1,112						0.06		%
Gold Medal Holdings, Inc (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			6/14/2024			3/17/2027			2,831						(20)						(17)						0.00		%
Gold Medal Holdings, Inc (11)			First lien senior secured revolving loan			S +			5.75%			10.05%			7/28/2023			3/17/2027			1,444						322						324						0.02		%
Gold Medal Holdings, Inc			First lien senior secured term loan			S +			5.75%			10.05%			7/28/2023			3/17/2027			12,056						11,966						11,982						0.69		%
Green Monster Acquisition, LLC			First lien senior secured revolving loan			S +			6.00%			10.57%			7/28/2023			12/28/2026			38						37						37						0.00		%
Green Monster Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.57%			7/28/2023			12/28/2026			1,143						1,137						1,135						0.07		%
HLSG Intermediate, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.94%			7/28/2023			3/31/2028			707						697						702						0.04		%
HLSG Intermediate, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.94%			10/6/2023			3/31/2028			351						345						349						0.02		%
HLSG Intermediate, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.94%			3/14/2025			3/31/2029			2,111						(31)						(31)						0.00		%
HLSG Intermediate, LLC			First lien senior secured revolving loan			S +			5.50%			9.94%			7/28/2023			3/31/2028			1,051						187						195						0.01		%
HLSG Intermediate, LLC			First lien senior secured term loan			S +			5.50%			9.94%			7/28/2023			3/31/2028			2,135						2,113						2,120						0.12		%
HLSG Intermediate, LLC			First lien senior secured term loan			S +			5.50%			9.94%			10/6/2023			3/31/2028			637						626						633						0.04		%
HLSG Intermediate, LLC			First lien senior secured term loan			S +			5.50%			9.94%			3/14/2025			3/31/2029			630						621						626						0.04		%
HLSG Intermediate, LLC			First lien senior secured term loan			S +			5.50%			9.94%			3/14/2025			3/31/2028			656						646						646						0.04		%
Industrial Air Flow Dynamics, Inc			First lien senior secured revolving loan			S +			6.25%			10.69%			8/5/2022			8/5/2028			2,537						2,509						2,513						0.15		%
Industrial Air Flow Dynamics, Inc			First lien senior secured term loan			S +			6.25%			10.69%			8/5/2022			8/5/2028			18,414						18,202						18,238						1.06		%
Nimlok Company, LLC (6)(12)			First lien senior secured revolving loan			S +			5.50%			10.06%			7/28/2023			11/27/2025			320						(1)						(1)						0.00		%
Nimlok Company, LLC			First lien senior secured term loan			S +			5.50%			10.06%			7/28/2023			11/27/2025			2,606						2,602						2,599						0.15		%
Nimlok Company, LLC			First lien senior secured term loan			S +			5.50%			10.05%			5/1/2024			11/27/2025			3,096						3,087						3,087						0.18		%
Polaris Labs Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.32%			9/17/2024			9/17/2029			2,123						(38)						(35)						0.00		%
Polaris Labs Acquisition, LLC			First lien senior secured term loan			S +			5.00%			9.32%			9/17/2024			9/17/2029			6,426						6,310						6,321						0.37		%
PRA Acquisition, LLC (6)			First lien senior secured revolving loan			S +			6.50%			10.95%			7/28/2023			5/12/2028			56						(1)						(1)						0.00		%
PRA Acquisition, LLC			First lien senior secured term loan			S +			6.50%			10.95%			7/28/2023			5/12/2028			599						589						588						0.03		%
Quality Liaison Services of North America, Inc (6)			First lien senior secured revolving loan			S +			6.00%			10.44%			5/2/2023			5/2/2028			1,629						(25)						(24)						0.00		%
Quality Liaison Services of North America, Inc			First lien senior secured term loan			S +			6.00%			10.44%			5/2/2023			5/2/2028			12,532						12,337						12,349						0.71		%
Rapid Fire Safety and Security, LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.30%			1/2/2025			1/2/2030			5,469						1,017						1,017						0.06		%
Rapid Fire Safety and Security, LLC			First lien senior secured revolving loan			S +			5.00%			10.79%			1/2/2025			1/2/2030			1,885						666						666						0.04		%
Rapid Fire Safety and Security, LLC			First lien senior secured term loan			S +			5.00%			9.30%			1/2/2025			1/2/2030			3,981						3,915						3,915						0.23		%
																											123,908						123,550						7.16		%
Construction and engineering
AKS Engineering and Forestry, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			1/7/2025			1/7/2031			$	2,890					$	(42)					$	(42)					0.00		%
AKS Engineering and Forestry, LLC			First lien senior secured term loan			S +			5.00%			9.30%			1/7/2025			1/7/2031			19,977						19,692						19,692						1.14		%
BCI Burke Holding Corp			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			7/28/2023			12/14/2027			1,568						1,551						1,557						0.09		%

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

11

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
BCI Burke Holding Corp (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			10/10/2024			12/14/2027			6,588						(56)						(47)						0.00		%
BCI Burke Holding Corp (6)			First lien senior secured revolving loan			S +			5.75%			10.05%			7/28/2023			12/14/2027			2,447						(23)						(17)						0.00		%
BCI Burke Holding Corp			First lien senior secured term loan			S +			5.75%			10.05%			7/28/2023			12/14/2027			6,461						6,395						6,415						0.37		%
BCI Burke Holding Corp			First lien senior secured term loan			S +			5.75%			10.05%			10/10/2024			12/14/2027			11,911						11,810						11,827						0.68		%
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.54%			1/31/2025			1/31/2030			2,491						(48)						(48)						0.00		%
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.54%			1/31/2025			1/31/2030			1,218						(24)						(24)						0.00		%
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC			First lien senior secured term loan			S +			5.25%			9.54%			1/31/2025			1/31/2030			6,975						6,842						6,842						0.40		%
Highland Acquisition, Inc			First lien senior secured revolving loan			S +			5.25%			9.54%			7/28/2023			3/9/2027			2,213						417						415						0.02		%
Highland Acquisition, Inc			First lien senior secured term loan			S +			5.25%			9.54%			7/28/2023			3/9/2027			10,823						10,691						10,689						0.62		%
Ironhorse Purchaser, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.57%			9/30/2022			9/30/2027			9,201						9,110						9,116						0.53		%
Ironhorse Purchaser, LLC (13)			First lien senior secured revolving loan			S +			5.25%			9.57%			9/30/2022			9/30/2027			5,813						802						818						0.05		%
Ironhorse Purchaser, LLC			First lien senior secured term loan			S +			5.25%			9.57%			9/30/2022			9/30/2027			29,916						29,579						29,617						1.71		%
Redwood Buyer, LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.30%			1/3/2025			1/3/2030			7,615						(145)						(145)						(0.01)		%
Redwood Buyer, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			1/3/2025			1/3/2030			1,884						(36)						(36)						0.00		%
Redwood Buyer, LLC			First lien senior secured term loan			S +			5.00%			9.30%			1/3/2025			1/3/2030			9,112						8,940						8,936						0.52		%
Rose Paving, LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.32%			11/27/2024			11/7/2029			3,738						2,228						2,239						0.13		%
Rose Paving, LLC			First lien senior secured revolving loan			S +			5.00%			9.32%			11/7/2022			11/7/2029			8,626						2,463						2,497						0.14		%
Rose Paving, LLC			First lien senior secured term loan			S +			5.00%			9.31%			11/7/2022			11/7/2029			17,207						16,897						16,995						0.98		%
Rose Paving, LLC			First lien senior secured term loan			S +			5.00%			9.31%			11/27/2024			11/7/2029			13,123						12,943						12,961						0.75		%
Rose Paving, LLC			First lien senior secured term loan			S +			5.00%			9.31%			5/1/2024			11/7/2029			1,781						1,743						1,759						0.10		%
																											141,729						142,016						8.22		%
Containers and packaging
Bulk Lift International, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.81%			7/28/2023			11/15/2027			$	126					$	124					$	123					0.01		%
Bulk Lift International, LLC			First lien senior secured revolving loan			S +			6.25%			10.81%			11/15/2022			11/15/2027			1,801						613						612						0.04		%
Bulk Lift International, LLC			First lien senior secured term loan			S +			6.25%			10.81%			11/15/2022			11/15/2027			8,104						7,954						7,963						0.46		%
Innovative FlexPak, LLC (8)			First lien senior secured revolving loan			S +			7.00%			11.44%			7/28/2023			1/23/2026			627						363						160						0.01		%
Innovative FlexPak, LLC (8)			First lien senior secured term loan			S +			7.00%			11.44%			7/28/2023			1/23/2026			2,616						2,274						1,427						0.08		%
Innovative FlexPak, LLC (8)			First lien senior secured term loan			20.00% PIK						20.00%			7/28/2023			1/23/2026			772						567						421						0.02		%
Johns Byrne LLC (6)			First lien senior secured delayed draw term loan			S +			6.25%			10.55%			8/31/2023			8/31/2029			2,578						(47)						(45)						0.00		%
Johns Byrne LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.55%			8/31/2023			8/31/2029			1,460						(27)						(25)						0.00		%
Johns Byrne LLC			First lien senior secured term loan			S +			6.25%			10.55%			8/31/2023			8/31/2029			9,523						9,339						9,347						0.54		%
K-1 Packaging Group LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.81%			10/6/2022			10/6/2027			6,748						(85)						(80)						0.00		%
K-1 Packaging Group LLC			First lien senior secured term loan			S +			6.25%			10.81%			10/6/2022			10/6/2027			31,006						30,559						30,609						1.77		%

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

12

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
MRC Keeler Acquisition LLC			First lien senior secured delayed draw term loan			S +			6.00% + 0.50% PIK			11.45%			7/28/2023			12/4/2025			4						4						4						0.00		%
MRC Keeler Acquisition LLC (6)			First lien senior secured revolving loan			S +			6.50		%	10.95%			7/28/2023			12/4/2025			150						(1)						(3)						0.00		%
MRC Keeler Acquisition LLC			First lien senior secured term loan			S +			6.00% + 0.50% PIK			11.45%			7/28/2023			12/4/2025			908						905						888						0.05		%
Sixarp, LLC			First lien senior secured revolving loan			S +			5.50%			10.06%			8/5/2022			8/5/2027			3,732						2,391						2,394						0.14		%
Sixarp, LLC			First lien senior secured term loan			S +			5.50%			10.06%			8/5/2022			8/5/2027			19,378						19,162						19,182						1.11		%
Vanguard Packaging, LLC			First lien senior secured revolving loan			S +			5.25%			9.69%			3/29/2024			8/9/2026			4,408						2,773						2,778						0.16		%
Vanguard Packaging, LLC			First lien senior secured term loan			S +			5.25%			9.69%			3/29/2024			8/9/2026			10,161						10,118						10,110						0.58		%
																											86,986						85,865						4.97		%
Distributors
RTP Acquisition, LLC			First lien senior secured revolving loan			S +			4.50% + 2.25% PIK			11.19%			7/28/2023			8/17/2027			$	38					$	23					$	22					0.00		%
RTP Acquisition, LLC			First lien senior secured term loan			S +			4.50% + 2.25% PIK			11.30%			7/28/2023			8/17/2027			2,724						2,687						2,657						0.15		%
																											2,710						2,679						0.15		%
Diversified consumer services
50Floor, LLC			First lien senior secured revolving loan			S +			3.00% + 3.00% PIK			10.45%			7/28/2023			3/31/2028			$	208					$	99					$	69					0.00		%
50Floor, LLC			First lien senior secured term loan			S +			3.00% + 3.00% PIK			10.45%			7/28/2023			3/31/2028			1,075						1,053						911						0.05		%
ACES Intermediate, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.69%			7/27/2022			7/27/2027			7,114						(93)						(53)						0.00		%
ACES Intermediate, Inc			First lien senior secured term loan			S +			5.25%			9.69%			7/27/2022			7/27/2027			39,421						38,928						39,125						2.26		%
CL Services Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.21%			4/25/2023			4/25/2028			7,191						7,067						7,072						0.41		%
CL Services Acquisition, LLC (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.19%			5/7/2024			4/25/2028			8,474						(131)						(140)						(0.01)		%
CL Services Acquisition, LLC			First lien senior secured revolving loan			S +			5.75%			10.20%			4/25/2023			4/25/2028			1,629						493						494						0.03		%
CL Services Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.19%			4/25/2023			4/25/2028			10,093						9,898						9,926						0.57		%
Esquire Deposition Solutions, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.55%			9/20/2023			12/30/2028			6,724						6,626						6,650						0.38		%
Esquire Deposition Solutions, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.55%			12/30/2022			12/30/2028			6,949						6,835						6,872						0.40		%
Esquire Deposition Solutions, LLC			First lien senior secured revolving loan			S +			5.25%			9.55%			12/30/2022			12/30/2028			7,666						1,112						1,142						0.07		%
Esquire Deposition Solutions, LLC			First lien senior secured term loan			S +			5.25%			9.55%			12/30/2022			12/30/2028			48,113						47,332						47,583						2.75		%
Harley Exteriors Acquisition, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.79%			8/2/2024			8/1/2029			3,929						(68)						(63)						—		%
Harley Exteriors Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.79%			8/2/2024			8/2/2029			1,322						(23)						(21)						—		%

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

13

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Harley Exteriors Acquisition, LLC			First lien senior secured term loan			S +			5.50%			9.79%			8/2/2024			8/2/2029			8,503						8,355						8,368						0.48		%
Home Brands Group Holdings, Inc (6)			First lien senior secured revolving loan			S +			4.75%			9.17%			7/28/2023			11/8/2026			48						—						—						0.00		%
Home Brands Group Holdings, Inc			First lien senior secured term loan			S +			4.75%			9.17%			7/28/2023			11/8/2026			1,534						1,527						1,525						0.09		%
HTI Intermediate, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.57%			3/1/2024			3/1/2030			2,354						(19)						(15)						0.00		%
HTI Intermediate, LLC			First lien senior secured revolving loan			S +			5.25%			11.02%			3/1/2024			3/1/2030			1,573						446						448						0.03		%
HTI Intermediate, LLC			First lien senior secured term loan			S +			5.25%			9.57%			3/1/2024			3/1/2030			5,047						4,959						4,970						0.29		%
ISSA, LLC			First lien senior secured revolving loan			S +			6.25%			10.55%			7/28/2023			3/1/2028			131						38						38						0.00		%
ISSA, LLC			First lien senior secured term loan			S +			6.25%			10.55%			7/28/2023			3/1/2028			1,834						1,814						1,811						0.10		%
Juniper Landscaping Holdings LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.81%			11/13/2023			12/29/2026			5,858						5,791						5,820						0.34		%
Juniper Landscaping Holdings LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.81%			7/28/2023			12/29/2026			86						86						85						0.00		%
Juniper Landscaping Holdings LLC (14)			First lien senior secured revolving loan			S +			6.25%			10.77%			7/28/2023			12/29/2026			820						346						350						0.02		%
Juniper Landscaping Holdings LLC			First lien senior secured term loan			S +			6.25%			10.81%			7/28/2023			12/29/2026			2,994						2,967						2,972						0.17		%
Lawn Care Holdings Purchaser, Inc			First lien senior secured delayed draw term loan			S +			5.25%			9.55%			10/24/2023			10/24/2028			4,555						4,447						4,510						0.26		%
Lawn Care Holdings Purchaser, Inc			First lien senior secured delayed draw term loan			S +			5.25%			9.55%			11/22/2024			10/24/2028			13,954						4,393						4,416						0.26		%
Lawn Care Holdings Purchaser, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.55%			10/24/2023			10/24/2028			2,698						(41)						(26)						0.00		%
Lawn Care Holdings Purchaser, Inc			First lien senior secured term loan			S +			5.25		%	9.55%			10/24/2023			10/24/2028			7,174						7,049						7,104						0.41		%
PPW Acquisition, LLC			First lien senior secured revolving loan			S +			6.75%			11.43%			7/28/2023			9/30/2027			38						28						27						0.00		%
PPW Acquisition, LLC			First lien senior secured term loan			S +			4.30% + 2.50% PIK			11.31%			7/28/2023			9/30/2027			615						604						574						0.03		%
Premier Early Childhood Education Partners LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.56%			11/22/2023			11/22/2028			10,891						10,679						10,755						0.62		%
Premier Early Childhood Education Partners LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.55%			9/25/2024			11/22/2028			9,041						8,891						8,928						0.52		%
Premier Early Childhood Education Partners LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.44%			3/27/2025			11/22/2028			8,418						(42)						42						0.00		%
Premier Early Childhood Education Partners LLC			First lien senior secured revolving loan			S +			6.00%			10.56%			11/22/2023			11/22/2028			1,380						1,077						1,087						0.06		%
Premier Early Childhood Education Partners LLC			First lien senior secured term loan			S +			6.00%			10.56%			11/22/2023			11/22/2028			8,209						8,042						8,106						0.47		%
TSR Concrete Coatings, LLC			First lien senior secured revolving loan			S +			6.00%			10.45%			9/22/2023			9/22/2028			1,534						663						668						0.04		%
TSR Concrete Coatings, LLC			First lien senior secured term loan			S +			6.00%			10.45%			9/22/2023			9/22/2028			7,091						6,962						6,989						0.40		%
United Land Services Opco Parent, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.44%			7/28/2023			3/23/2026			1,603						1,375						1,373						0.08		%
United Land Services Opco Parent, LLC (15)			First lien senior secured revolving loan			S +			6.00%			10.44%			7/28/2023			3/23/2026			150						29						29						—		%
United Land Services Opco Parent, LLC			First lien senior secured term loan			S +			6.00%			10.44%			7/28/2023			3/23/2026			351						349						349						0.02		%
Yard-Nique, Inc			First lien senior secured delayed draw term loan			S +			6.00%			10.45%			8/8/2022			4/30/2026			2,562						2,547						2,548						0.15		%
Yard-Nique, Inc			First lien senior secured revolving loan			S +			6.00%			10.45%			8/8/2022			4/30/2026			1,947						703						710						0.04		%
Yard-Nique, Inc			First lien senior secured term loan			S +			6.00%			10.45%			8/8/2022			4/30/2026			6,982						6,937						6,940						0.40		%

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

14

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
																											210,130						211,068						12.19		%
Diversified telecommunication services
ISPN Intermediate, LLC			First lien senior secured revolving loan			S +			5.25%			9.57%			12/6/2024			12/6/2030			$	861					$	131					$	133					0.01		%
ISPN Intermediate, LLC			First lien senior secured term loan			S +			5.25%			9.55%			12/6/2024			12/6/2030			6,938						6,840						6,852						0.40		%
																											6,971						6,985						0.41		%
Electrical equipment
AEP Passion Intermediate Holdings, Inc			First lien senior secured delayed draw term loan			S +			4.60% + 1.90% PIK			10.95%			7/28/2023			10/5/2027			$	71					$	70					$	69					0.00		%
AEP Passion Intermediate Holdings, Inc			First lien senior secured revolving loan			S +			6.50%			10.94%			7/28/2023			10/5/2027			48						33						33						—		%
AEP Passion Intermediate Holdings, Inc			First lien senior secured revolving loan			S +			4.60% + 1.90% PIK			10.95%			7/28/2023			10/5/2027			—						—						—						—		%
AEP Passion Intermediate Holdings, Inc			First lien senior secured term loan			S +			4.60% + 1.90% PIK			10.95%			7/28/2023			10/5/2027			1,264						1,245						1,241						0.07		%
BPCP NSA Intermedco, Inc			First lien senior secured delayed draw term loan			S +			4.75%			9.05%			5/17/2024			5/17/2030			12,263						4,584						4,622						0.27		%
BPCP NSA Intermedco, Inc (6)			First lien senior secured revolving loan			S +			4.75%			9.05%			5/17/2024			5/17/2030			5,930						(77)						(66)						0.00		%
BPCP NSA Intermedco, Inc			First lien senior secured term loan			S +			4.75%			9.05%			5/17/2024			5/17/2030			34,925						34,467						34,532						2.00		%
SENS Intermediate Holdings LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.29%			3/10/2025			3/10/2031			3,468						(26)						(26)						0.00		%
SENS Intermediate Holdings LLC			First lien senior secured revolving loan			S +			5.00%			9.29%			3/10/2025			3/10/2031			2,664						227						227						0.01		%
SENS Intermediate Holdings LLC			First lien senior secured term loan			S +			5.00%			9.29%			3/10/2025			3/10/2031			9,826						9,680						9,679						0.55		%
WCI Volt Purchaser, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.69%			9/15/2022			9/15/2028			2,249						(26)						(24)						0.00		%
WCI Volt Purchaser, LLC			First lien senior secured term loan			S +			5.25%			9.69%			9/15/2022			9/15/2028			8,601						8,491						8,502						0.49		%
																											58,668						58,789						3.39		%
Electronic equipment, instruments and components
Advanced Lighting Acquisition, LLC			First lien senior secured revolving loan			S +			5.75%			10.07%			2/27/2025			11/22/2027			$	1,215					$	231					$	231					0.01		%
Advanced Lighting Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.07%			2/27/2025			11/22/2027			7,843						7,766						7,766						0.45		%
Nelson Name Plate Company			First lien senior secured delayed draw term loan			S +			5.50%			10.06%			7/28/2023			10/18/2026			116						116						116						0.01		%
Nelson Name Plate Company (6)			First lien senior secured revolving loan			S +			5.50%			10.06%			7/28/2023			10/18/2026			90						(1)						(1)						0.00		%
Nelson Name Plate Company			First lien senior secured term loan			S +			5.50%			10.06%			7/28/2023			10/18/2026			881						877						874						0.05		%
																											8,989						8,986						0.52		%
Food and staples retailing
Ever Fresh Fruit Company, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.67%			6/5/2024			11/17/2028			$	2,513					$	1,320					$	1,323					0.08		%
Ever Fresh Fruit Company, LLC			First lien senior secured revolving loan			S +			6.25%			10.67%			11/17/2023			11/17/2028			1,380						111						117						0.01		%
Ever Fresh Fruit Company, LLC			First lien senior secured term loan			S +			6.25%			10.67%			11/17/2023			11/17/2028			7,270						7,124						7,161						0.41		%

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

15

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Mad Rose Company, LLC (16)			First lien senior secured revolving loan			S +			6.25%			11.56%			7/28/2023			5/7/2026			395						126						126						0.01		%
Mad Rose Company, LLC			First lien senior secured term loan			S +			6.25%			10.82%			7/28/2023			5/7/2026			2,891						2,873						2,875						0.17		%
Main Street Gourmet, LLC			First lien senior secured delayed draw term loan			S +			4.75%			9.05%			7/28/2023			11/10/2025			41						40						40						0.00		%
Main Street Gourmet, LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.05%			7/28/2023			11/10/2025			38						—						—						0.00		%
Main Street Gourmet, LLC			First lien senior secured term loan			S +			4.75%			9.05%			7/28/2023			11/10/2025			1,090						1,084						1,081						0.06		%
Main Street Gourmet, LLC			First lien senior secured term loan			S +			4.75%			9.05%			1/10/2025			11/10/2026			7,078						7,019						7,022						0.41		%
NutriScience Innovations, LLC (6)(17)			First lien senior secured revolving loan			S +			6.00%			10.30%			7/28/2023			12/31/2026			131						(1)						(1)						0.00		%
NutriScience Innovations, LLC			First lien senior secured term loan			S +			6.00%			10.30%			7/28/2023			12/31/2026			2,218						2,203						2,204						0.13		%
Premier Produce One, LLC (6)			First lien senior secured delayed draw term loan			S +			4.75%			9.06%			3/21/2025			3/21/2030			4,272						(32)						(32)						0.00		%
Premier Produce One, LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.06%			3/21/2025			3/21/2030			2,480						(37)						(37)						0.00		%
Premier Produce One, LLC			First lien senior secured term loan			S +			4.75%			9.06%			3/21/2025			3/21/2030			5,696						5,611						5,611						0.32		%
Qin's Buffalo, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.07%			7/28/2023			5/5/2027			74						74						74						0.00		%
Qin's Buffalo, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.07%			5/24/2024			5/5/2027			7,924						3,362						3,369						0.19		%
Qin's Buffalo, LLC			First lien senior secured revolving loan			S +			5.75%			10.06%			7/28/2023			5/5/2027			38						14						15						0.00		%
Qin's Buffalo, LLC			First lien senior secured term loan			S +			5.75%			10.07%			7/28/2023			5/5/2027			524						519						519						0.03		%
SCP Beverage Buyer, LLC			First lien senior secured revolving loan			S +			5.75%			10.28%			7/28/2023			11/24/2026			38						37						37						0.00		%
SCP Beverage Buyer, LLC			First lien senior secured term loan			S +			5.75%			10.30%			7/28/2023			11/24/2026			7,094						7,040						7,024						0.41		%
Universal Pure, LLC			First lien senior secured delayed draw term loan			S +			4.50% + 1.75% PIK			10.75%			10/31/2022			10/31/2028			364						358						358						0.02		%
Universal Pure, LLC (18)			First lien senior secured revolving loan			S +			4.50% + 1.75% PIK			10.75%			10/31/2022			10/31/2028			7,171						4,715						4,721						0.27		%
Universal Pure, LLC			First lien senior secured term loan			S +			4.50% + 1.75% PIK			10.75%			10/31/2022			10/31/2028			17,540						17,183						17,197						0.99		%
																											60,743						60,804						3.51		%
Food products
BPCP WLF Intermedco LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.45%			8/19/2022			8/19/2028			$	5,846					$	(73)					$	(44)					0.00		%
BPCP WLF Intermedco LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.45%			12/20/2024			8/19/2028			7,615						(71)						(57)						0.00		%
BPCP WLF Intermedco LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.45%			8/19/2022			8/19/2028			3,383						(42)						(25)						0.00		%
BPCP WLF Intermedco LLC			First lien senior secured term loan			S +			6.00%			10.45%			8/19/2022			8/19/2028			24,318						24,002						24,136						1.40		%
Icelandirect, LLC			First lien senior secured revolving loan			S +			6.00%			11.02%			7/28/2023			7/30/2026			38						32						32						—		%
Icelandirect, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			7/30/2026			698						695						694						0.04		%
Starwest Botanicals Acquisition, LLC			First lien senior secured revolving loan			S +			5.25%			9.69%			7/28/2023			4/30/2028			174						103						77						—		%
Starwest Botanicals Acquisition, LLC			First lien senior secured term loan			S +			5.25%			9.69%			7/28/2023			4/30/2028			789						765						648						0.04		%

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

16

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Sun Orchard, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			8/2/2024			7/8/2028			6,099						511						529						0.03		%
Sun Orchard, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.79%			7/8/2022			7/8/2028			5,336						(74)						(70)						0.00		%
Sun Orchard, LLC			First lien senior secured term loan			S +			5.50%			9.79%			7/8/2022			7/8/2028			26,320						25,915						25,976						1.50		%
Treat Planet Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.05%			1/11/2023			1/11/2028			2,422						(45)						(24)						0.00		%
Treat Planet Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.05%			1/11/2023			1/11/2028			7,137						6,979						7,065						0.41		%
Treat Planet Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.05%			3/7/2025			1/11/2028			5,541						5,486						5,485						0.32		%
Westminster Cracker Company, Inc			First lien senior secured revolving loan			S +			6.25%			10.67%			8/30/2023			8/30/2026			1,534						141						141						0.01		%
Westminster Cracker Company, Inc			First lien senior secured term loan			S +			6.25%			10.67%			8/30/2023			8/30/2026			9,595						9,507						9,514						0.55		%
																											73,831						74,077						4.30		%
Gas utilities
Hydromax USA, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.46%			7/28/2023			12/30/2026			$	109					$	107					$	108					0.01		%
Hydromax USA, LLC			First lien senior secured revolving loan			S +			6.00%			10.62%			7/28/2023			12/30/2026			228						41						43						0.00		%
Hydromax USA, LLC			First lien senior secured term loan			S +			6.00%			10.46%			7/28/2023			12/30/2026			1,188						1,164						1,175						0.07		%
																											1,312						1,326						0.08		%
Health care equipment and supplies
626 Holdings Equity LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.55%			7/28/2023			2/14/2028			$	222					$	219					$	219					0.01		%
626 Holdings Equity LLC			First lien senior secured revolving loan			S +			6.00%			10.73%			7/28/2023			2/14/2028			75						71						71						0.00		%
626 Holdings Equity LLC			First lien senior secured term loan			S +			6.00%			10.55%			7/28/2023			2/14/2028			864						855						853						0.05		%
Alcresta Buyer, Inc (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.81%			3/12/2024			3/12/2030			14,036						(231)						(211)						(0.01)		%
Alcresta Buyer, Inc (6)			First lien senior secured revolving loan			S +			5.50%			9.81%			3/12/2024			3/12/2030			2,761						(46)						(42)						—		%
Alcresta Buyer, Inc			First lien senior secured term loan			S +			5.50%			9.81%			3/12/2024			3/12/2030			12,865						12,651						12,677						0.73		%
Emsar Acquisition LLC			First lien senior secured delayed draw term loan			S +			4.50% + 2.00% PIK			11.06%			7/28/2023			9/30/2027			212						209						208						—		%
Emsar Acquisition LLC			First lien senior secured revolving loan			S +			6.50%			11.06%			7/28/2023			9/30/2027			134						132						131						0.01		%
Emsar Acquisition LLC			First lien senior secured term loan			S +			4.50% + 2.00% PIK			11.06%			7/28/2023			9/30/2027			1,029						1,012						1,009						0.06		%
Medical Technology Associates, LLC			First lien senior secured revolving loan			S +			5.50%			9.80%			7/25/2022			7/25/2028			1,966						833						848						0.05		%
Medical Technology Associates, LLC			First lien senior secured term loan			S +			5.50%			9.80%			7/25/2022			7/25/2028			22,648						22,276						22,449						1.30		%
Nasco Healthcare Inc.			First lien senior secured revolving loan			S +			5.75%			10.05%			12/13/2024			6/30/2028			2,937						1,735						1,741						0.10		%
Nasco Healthcare Inc.			First lien senior secured term loan			S +			5.75%			10.05%			12/13/2024			6/30/2028			11,763						11,660						11,678						0.68		%
NWI Merger Sub, Inc (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.56%			12/4/2024			12/4/2029			6,438						(120)						(111)						(0.01)		%
NWI Merger Sub, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.56%			12/4/2024			12/4/2029			2,495						(47)						(43)						0.00		%
NWI Merger Sub, Inc			First lien senior secured term loan			S +			5.25%			9.56%			12/4/2024			12/4/2029			16,911						16,595						16,619						0.96		%
Reliable Medical Supply LLC			First lien senior secured revolving loan			S +			6.00%			11.35%			2/14/2025			4/8/2027			2,283						1,882						1,882						0.11		%
Reliable Medical Supply LLC			First lien senior secured term loan			S +			6.00%			10.58%			2/14/2025			4/8/2027			21,043						20,854						20,854						1.21		%

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

17

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
SCA Buyer, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.05%			7/28/2023			1/20/2027			276						272						271						0.02		%
SCA Buyer, LLC			First lien senior secured revolving loan			S +			6.50%			11.06%			7/28/2023			1/20/2027			133						131						131						0.01		%
SCA Buyer, LLC			First lien senior secured term loan			6.50%						11.05%			7/28/2023			1/20/2027			2,823						2,767						2,775						0.16		%
SCA Buyer, LLC			First lien senior secured term loan			6.50%						11.05%			12/16/2024			1/20/2027			741						727						728						0.04		%
Spectrum Solutions, LLC			First lien senior secured delayed draw term loan			18.00% PIK						18.00%			5/3/2024			3/5/2026			236						230						234						0.01		%
Spectrum Solutions, LLC			First lien senior secured delayed draw term loan			15.00% PIK						15.00%			7/28/2023			3/5/2026			120						112						56						—		%
Spectrum Solutions, LLC			First lien senior secured revolving loan			S +			6.25%			10.82%			7/28/2023			3/5/2026			288						229						93						0.01		%
Spectrum Solutions, LLC			First lien senior secured term loan			S +			6.25%			10.81%			7/28/2023			3/5/2026			594						543						275						0.02		%
Surplus Solutions, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			10.06%			9/30/2024			11/30/2027			4,664						(59)						(65)						—		%
Surplus Solutions, LLC			First lien senior secured revolving loan			S +			5.50%			10.06%			11/30/2022			11/30/2027			1,771						1,207						1,215						0.07		%
Surplus Solutions, LLC			First lien senior secured term loan			S +			5.50%			10.06%			11/30/2022			11/30/2027			16,241						15,961						16,014						0.93		%
																											112,660						112,559						6.52		%
Health care providers and services
ADVI Health, LLC (6)			First lien senior secured revolving loan			S +			7.00%			11.56%			11/29/2022			11/29/2027			$	1,062					$	(14)					$	(13)					0.00		%
ADVI Health, LLC			First lien senior secured term loan			S +			7.00%			11.56%			11/29/2022			11/29/2027			6,102						6,012						6,019						0.35		%
Advocate RCM Acquisition Corp (6)			First lien senior secured revolving loan			S +			6.25%			10.65%			12/22/2023			12/22/2026			2,902						(30)						(28)						0.00		%
Advocate RCM Acquisition Corp			First lien senior secured term loan			S +			6.25%			10.65%			12/22/2023			12/22/2026			18,226						18,023						18,042						1.04		%
Agility Intermediate, Inc			First lien senior secured delayed draw term loan			S +			7.00%			11.56%			7/28/2023			4/15/2026			108						107						103						0.01		%
Agility Intermediate, Inc			First lien senior secured revolving loan			S +			7.00%			11.56%			7/28/2023			4/15/2026			134						78						74						0.00		%
Agility Intermediate, Inc			First lien senior secured term loan			S +			7.00%			11.56%			7/28/2023			4/15/2026			237						234						225						0.01		%
Aligned Dental Management Services, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.55%			2/7/2025			2/7/2030			4,982						(97)						(97)						(0.01)		%
Aligned Dental Management Services, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.55%			2/7/2025			2/7/2030			1,523						(30)						(30)						0.00		%
Aligned Dental Management Services, LLC			First lien senior secured term loan			S +			5.25%			9.55%			2/7/2025			2/7/2030			7,951						7,798						7,798						0.45		%
American Family Care, LLC			First lien senior secured delayed draw term loan			S +			0.06			10.40%			2/29/2024			2/28/2029			4,423						355						359						0.02		%
American Family Care, LLC (6)			First lien senior secured revolving loan			S +			0.06			10.40%			2/29/2024			2/28/2029			1,775						(35)						(33)						0.00		%
American Family Care, LLC			First lien senior secured term loan			S +			0.06			10.40%			2/29/2024			2/28/2029			11,487						11,250						11,268						0.65		%
ASC Ortho Management Company, LLC			First lien senior secured delayed draw term loan			S +			4.50% + 2.50% PIK			11.56%			7/28/2023			12/31/2026			323						320						317						0.02		%
ASC Ortho Management Company, LLC			First lien senior secured revolving loan			S +			7.00%			11.56%			7/28/2023			12/31/2026			38						37						37						0.00		%
ASC Ortho Management Company, LLC			First lien senior secured term loan			S +			4.50% + 2.50% PIK			11.56%			7/28/2023			12/31/2026			512						507						503						0.03		%
Ascend Plastic Surgery Partners MSO LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.30%			5/3/2024			5/3/2029			20,682						(338)						(308)						(0.02)		%
Ascend Plastic Surgery Partners MSO LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			5/3/2024			5/3/2029			4,197						(69)						(63)						0.00		%

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

18

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Ascend Plastic Surgery Partners MSO LLC			First lien senior secured term loan			S +			5.00%			9.30%			5/3/2024			5/3/2029			6,842						6,730						6,740						0.39		%
ASP Global Holdings, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.57%			7/31/2024			7/31/2029			19,170						13,335						13,361						0.77		%
ASP Global Holdings, LLC			First lien senior secured revolving loan			S +			5.25%			9.57%			7/31/2024			7/31/2029			6,555						4,038						4,047						0.23		%
ASP Global Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.57%			7/31/2024			7/31/2029			40,866						40,408						40,214						2.33		%
Beacon Oral Specialists Management LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.30%			7/28/2023			12/14/2026			819						814						812						0.05		%
Beacon Oral Specialists Management LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.30%			7/28/2023			12/14/2026			188						(1)						(2)						0.00		%
Beacon Oral Specialists Management LLC			First lien senior secured term loan			S +			6.00%			10.30%			7/28/2023			12/14/2026			908						901						901						0.05		%
Beghou Consulting, LLC (6)(19)			First lien senior secured revolving loan			S +			4.75%			9.05%			5/1/2023			5/1/2028			2,714						(52)						(50)						0.00		%
Beghou Consulting, LLC			First lien senior secured term loan			S +			4.75%			9.05%			5/1/2023			5/1/2028			15,196						14,887						14,900						0.86		%
Behavior Frontiers, LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.56%			4/4/2024			5/21/2026			1,306						(10)						(11)						0.00		%
Behavior Frontiers, LLC (6)(20)			First lien senior secured revolving loan			S +			6.00%			10.56%			7/28/2023			5/21/2026			38						(1)						—						—		%
Behavior Frontiers, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			5/21/2026			571						559						566						0.03		%
BPCP EE Intermedco LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.70%			4/3/2023			4/3/2028			3,176						1,981						1,983						0.11		%
BPCP EE Intermedco LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.70%			4/3/2023			4/3/2028			2,244						(37)						(36)						—		%
BPCP EE Intermedco LLC			First lien senior secured term loan			S +			6.25%			10.70%			4/3/2023			4/3/2028			6,412						6,296						6,301						0.36		%
Brightview, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.44%			7/28/2023			12/14/2026			47						47						47						—		%
Brightview, LLC			First lien senior secured revolving loan			S +			6.00%			10.44%			7/28/2023			12/14/2026			52						52						52						—		%
Brightview, LLC			First lien senior secured term loan			S +			6.00%			10.44%			7/28/2023			12/14/2026			676						675						673						0.04		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured delayed draw term loan - C$			C +			15.00%			15.00%			4/5/2024			12/31/2026			32						14						14						0.00		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured delayed draw term loan - C$			C +			7.00%			10.09%			7/28/2023			12/31/2026			28						—						(10)						—		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured delayed draw term loan - C$			C +			7.00%			10.09%			7/28/2023			3/19/2026			344						249						112						0.01		%
Canadian Orthodontic Partners Corp			First lien senior secured revolving loan			S +			7.00%			11.56%			7/28/2023			12/31/2026			107						102						50						0.00		%
Canadian Orthodontic Partners Corp			First lien senior secured revolving loan			S +			7.00%			11.56%			3/19/2021			12/31/2026			31						29						14						0.00		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured revolving loan - C$			C +			7.00%			10.09%			7/28/2023			12/31/2026			264						191						86						0.00		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured revolving loan - C$			C +			7.00%			10.09%			3/19/2021			12/31/2026			73						53						24						0.00		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured term loan - C$			C +			7.00%			10.09%			7/28/2023			12/31/2026			283						203						93						0.01		%
Change Academy at Lake of the Ozarks, LLC			First lien senior secured revolving loan			S +			5.25%			10.62%			8/2/2022			8/2/2027			5,898						5,843						5,847						0.34		%
Change Academy at Lake of the Ozarks, LLC			First lien senior secured term loan			S +			5.25%			9.70%			8/2/2022			8/2/2027			31,320						31,003						31,029						1.80		%
CNS Purchaser, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			12/30/2024			12/30/2029			11,025						(79)						(79)						0.00		%
CNS Purchaser, LLC			First lien senior secured revolving loan			S +			5.50%			9.80%			12/30/2024			12/30/2029			4,246						930						930						0.05		%
CNS Purchaser, LLC			First lien senior secured term loan			S +			5.50%			9.80%			12/30/2024			12/30/2029			38,491						37,937						37,937						2.19		%

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

19

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Community Care Partners, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.44%			7/28/2023			6/10/2026			163						163						161						0.01		%
Community Care Partners, LLC			First lien senior secured revolving loan			S +			6.00%			10.76%			7/28/2023			6/10/2026			75						58						57						0.00		%
Community Care Partners, LLC			First lien senior secured term loan			S +			6.00%			10.44%			7/28/2023			6/10/2026			932						930						920						0.05		%
Dermatology Medical Partners OpCo LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.06%			7/28/2023			10/29/2026			64						64						64						0.00		%
Dermatology Medical Partners OpCo LLC			First lien senior secured revolving loan			S +			6.50%			11.06%			7/28/2023			10/29/2026			38						29						29						0.00		%
Dermatology Medical Partners OpCo LLC			First lien senior secured term loan			S +			6.50%			11.06%			7/28/2023			10/29/2026			257						255						254						0.01		%
EH Management Company, LLC (6)			First lien senior secured revolving loan			S +			5.50%			10.06%			7/28/2023			7/15/2026			38						—						—						0.00		%
EH Management Company, LLC			First lien senior secured term loan			S +			5.50%			10.06%			7/28/2023			7/15/2026			4,461						4,435						4,436						0.26		%
Endodontic Practice Partners, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			11/2/2022			11/2/2027			16,744						16,523						16,539						0.96		%
Endodontic Practice Partners, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.81%			4/9/2024			11/2/2027			13,769						5,092						5,127						0.30		%
Endodontic Practice Partners, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			2/14/2025			11/2/2027			4,130						(49)						(51)						0.00		%
Endodontic Practice Partners, LLC			First lien senior secured revolving loan			S +			5.50%			9.80%			11/2/2022			11/2/2027			1,956						755						758						0.04		%
Endodontic Practice Partners, LLC			First lien senior secured term loan			S +			5.50%			9.80%			11/2/2022			11/2/2027			15,237						15,019						15,050						0.87		%
Fyzical Buyer, LLC			First lien senior secured revolving loan			S +			5.50%			9.82%			6/26/2024			6/26/2028			2,710						1,335						1,339						0.08		%
Fyzical Buyer, LLC			First lien senior secured term loan			S +			5.50%			9.82%			6/26/2024			6/26/2028			18,861						18,607						18,639						1.08		%
Geriatric Medical and Surgical Supply, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.80%			7/28/2023			12/21/2025			300						(2)						(2)						0.00		%
Geriatric Medical and Surgical Supply, LLC			First lien senior secured term loan			S +			5.50%			9.80%			7/28/2023			12/21/2025			19,991						19,839						19,833						1.15		%
Golden Bear PT Partners, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.06%			7/28/2023			10/22/2026			173						171						170						0.01		%
Golden Bear PT Partners, LLC			First lien senior secured revolving loan			S +			6.50%			11.06%			7/28/2023			10/22/2026			38						26						26						0.00		%
Golden Bear PT Partners, LLC			First lien senior secured term loan			S +			6.50%			11.06%			7/28/2023			10/22/2026			1,487						1,468						1,461						0.08		%
Guardian Dentistry Practice Management, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.94%			7/28/2023			8/20/2026			367						365						365						0.02		%
Guardian Dentistry Practice Management, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.94%			7/28/2023			8/20/2027			4,188						(38)						(33)						0.00		%
Guardian Dentistry Practice Management, LLC			First lien senior secured term loan			S +			5.50%			9.94%			7/28/2023			8/20/2027			383						381						380						0.02		%
H2 Holdco, Inc			First lien senior secured delayed draw term loan			S +			6.00%			10.56%			5/5/2023			5/5/2028			7,199						7,037						7,114						0.41		%
H2 Holdco, Inc			First lien senior secured delayed draw term loan			S +			6.00%			10.55%			6/25/2024			5/5/2028			18,974						11,758						11,784						0.68		%
H2 Holdco, Inc (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.55%			12/20/2024			5/5/2028			7,560						(105)						(90)						(0.01)		%
H2 Holdco, Inc (21)			First lien senior secured revolving loan			S +			6.00%			10.59%			5/5/2023			5/5/2028			2,544						2,246						2,273						0.13		%
H2 Holdco, Inc			First lien senior secured term loan			S +			6.00%			10.55%			12/20/2024			5/5/2028			905						893						894						0.05		%
H2 Holdco, Inc			First lien senior secured term loan			S +			6.00%			10.56%			5/5/2023			5/5/2028			17,925						17,485						17,712						1.02		%
IMA Group Management Company, LLC (6)			First lien senior secured delayed draw term loan			S +			6.50%			10.94%			7/28/2023			6/30/2028			174						(3)						(3)						(0.01)		%
IMA Group Management Company, LLC			First lien senior secured revolving loan			S +			6.50%			10.92%			7/28/2023			6/30/2028			35						17						17						0.00		%

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

20

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
IMA Group Management Company, LLC			First lien senior secured term loan			S +			6.50%			10.94%			7/28/2023			6/30/2028			845						831						830						0.05		%
IPC Pain Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.19%			5/19/2022			5/19/2027			9,832						9,794						9,770						0.57		%
IPC Pain Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.19%			5/19/2022			5/19/2027			1,140						(7)						(6)						0.00		%
IPC Pain Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.19%			5/19/2022			5/19/2027			2,895						2,874						2,876						0.17		%
MS Pain, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			12/4/2024			12/4/2029			6,038						(113)						(104)						(0.01)		%
MS Pain, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.80%			12/4/2024			12/4/2029			861						(17)						(15)						0.00		%
MS Pain, LLC			First lien senior secured term loan			S +			5.50%			9.80%			12/4/2024			12/4/2029			3,373						3,309						3,314						0.19		%
MWEC Management, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.57%			2/14/2023			2/14/2028			1,425						422						431						0.02		%
MWEC Management, LLC (6)			First lien senior secured delayed draw term loan			S +			6.25%			10.57%			7/3/2024			2/14/2028			2,532						(30)						(27)						0.00		%
MWEC Management, LLC			First lien senior secured revolving loan			S +			6.25%			10.57%			2/14/2023			2/14/2028			1,924						1,230						1,246						0.07		%
MWEC Management, LLC			First lien senior secured term loan			S +			6.25%			10.57%			2/14/2023			2/14/2028			14,847						14,570						14,688						0.85		%
Network Partners Acquisitions, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.56%			7/28/2023			12/30/2026			38						—						—						0.00		%
Network Partners Acquisitions, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			12/30/2026			265						264						263						0.02		%
P1 DENTAL MSO, LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.31%			1/31/2025			1/31/2030			5,110						106						106						0.01		%
P1 DENTAL MSO, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.29%			1/31/2025			1/31/2030			1,522						(29)						(29)						0.00		%
P1 DENTAL MSO, LLC			First lien senior secured term loan			S +			5.00%			9.29%			1/31/2025			1/31/2030			19,163						18,799						18,797						1.09		%
Peak Dental Services, LLC			First lien senior secured delayed draw term loan			S +			6.75%			11.42%			7/28/2023			12/31/2025			57						57						57						0.00		%
Peak Dental Services, LLC			First lien senior secured delayed draw term loan			S +			6.75%			11.35%			7/28/2023			12/31/2025			512						511						510						0.03		%
Peak Dental Services, LLC			First lien senior secured revolving loan			S +			6.75%			11.34%			7/28/2023			12/31/2025			133						132						132						0.01		%
Peak Dental Services, LLC			First lien senior secured term loan			S +			6.75%			11.32%			7/28/2023			12/31/2025			572						570						570						0.03		%
Peak Investment Holdings, LLC (6)			First lien senior secured delayed draw term loan			S +			7.00%			11.02%			7/28/2023			12/31/2025			113						—						(2)						0.00		%
Peak Investment Holdings, LLC			First lien senior secured revolving loan			S +			7.00%			11.02%			7/28/2023			12/31/2025			324						258						254						0.01		%
Peak Investment Holdings, LLC			First lien senior secured term loan			S +			7.00%			11.02%			7/28/2023			12/31/2025			1,196						1,193						1,180						0.07		%
PharmaForceIQ INC. (6)			First lien senior secured revolving loan			S +			5.25%			9.54%			8/2/2024			8/2/2029			2,093						(36)						(33)						0.00		%
PharmaForceIQ INC.			First lien senior secured term loan			S +			5.25%			9.54%			8/2/2024			8/2/2029			13,647						13,408						13,432						0.78		%
PRM Management Company, LLC (6)			First lien senior secured delayed draw term loan			S +			6.75%			11.14%			1/25/2024			1/25/2029			1,180						(25)						(24)						0.00		%
PRM Management Company, LLC (6)			First lien senior secured revolving loan			S +			6.75%			11.14%			1/25/2024			1/25/2029			789						(17)						(16)						0.00		%
PRM Management Company, LLC			First lien senior secured term loan			S +			6.75%			11.14%			1/25/2024			1/25/2029			4,113						4,021						4,026						0.23		%
Purpose Home Health Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.75%			3/8/2024			11/3/2027			8,061						7,959						7,980						0.46		%
Purpose Home Health Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.78%			11/3/2022			11/3/2027			6,747						6,648						6,679						0.39		%

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

21

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Purpose Home Health Acquisition, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.84%			12/23/2024			11/3/2027			9,072						(104)						(91)						(0.01)		%
Purpose Home Health Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.84%			11/3/2022			11/3/2027			1,956						(28)						(20)						0.00		%
Purpose Home Health Acquisition, LLC			First lien senior secured term loan			S +			5.50%			9.84%			11/3/2022			11/3/2027			17,466						17,235						17,291						1.00		%
RMS Health Care Management, LLC			First lien senior secured delayed draw term loan			S +			6.75%			11.44%			10/6/2023			10/6/2026			2,696						1,353						1,354						0.08		%
RMS Health Care Management, LLC			First lien senior secured revolving loan			S +			6.75%			11.40%			10/6/2023			10/6/2026			920						603						603						0.03		%
RMS Health Care Management, LLC			First lien senior secured term loan			S +			6.75%			11.39%			10/6/2023			10/6/2026			4,266						4,211						4,214						0.24		%
RQM Buyer, Inc			First lien senior secured delayed draw term loan			S +			2.00% + 4.75% PIK			11.31%			7/28/2023			8/12/2029			83						82						80						0.00		%
RQM Buyer, Inc			First lien senior secured revolving loan			S +			2.00% + 4.75% PIK			11.31%			7/28/2023			8/12/2029			125						124						120						0.01		%
RQM Buyer, Inc			First lien senior secured term loan			S +			2.00% + 4.75% PIK			11.31%			7/28/2023			8/12/2029			1,726						1,709						1,658						0.10		%
Sage Dental Management, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.79%			9/25/2024			6/30/2026			9,139						1,474						1,500						0.09		%
Sage Dental Management, LLC			First lien senior secured revolving loan			S +			5.50%			9.80%			9/25/2024			6/30/2026			8,220						5,348						5,371						0.31		%
Sage Dental Management, LLC			First lien senior secured term loan			S +			5.50%			9.80%			9/25/2024			6/30/2026			58,100						57,723						57,899						3.35		%
SAMGI Buyer, Inc (6)			First lien senior secured revolving loan			S +			5.50%			10.06%			7/28/2023			12/31/2025			138						—						—						0.00		%
SAMGI Buyer, Inc			First lien senior secured term loan			S +			5.50%			10.06%			7/28/2023			12/31/2025			391						391						391						0.02		%
SCP ENT and Allergy Services, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.56%			7/28/2023			9/25/2026			155						154						154						0.01		%
SCP ENT and Allergy Services, LLC			First lien senior secured revolving loan			S +			6.00%			10.56%			7/28/2023			9/25/2026			256						254						254						0.01		%
SCP ENT and Allergy Services, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			9/25/2026			2,719						2,697						2,692						0.16		%
SCP OMS Services, LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.29%			3/7/2025			3/7/2030			9,968						(74)						(74)						0.00		%
SCP OMS Services, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.29%			3/7/2025			3/7/2030			2,645						(39)						(39)						0.00		%
SCP OMS Services, LLC			First lien senior secured term loan			S +			5.00%			9.29%			3/7/2025			3/7/2030			5,696						5,611						5,611						0.32		%
Signature Dental Partners LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.81%			7/28/2023			10/29/2026			175						174						174						0.01		%
Signature Dental Partners LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.81%			4/22/2024			10/29/2026			17,201						6,473						6,476						0.37		%
Signature Dental Partners LLC			First lien senior secured revolving loan			P +			5.25%			12.75%			7/28/2023			10/29/2026			38						2						2						0.00		%
Signature Dental Partners LLC			First lien senior secured term loan			S +			6.25%			10.81%			7/28/2023			10/29/2026			4,253						4,214						4,213						0.24		%
Signature MD, Inc			First lien senior secured delayed draw term loan			S +			5.75%			10.07%			7/15/2024			7/15/2027			6,959						2,068						2,075						0.12		%
Signature MD, Inc (6)			First lien senior secured revolving loan			S +			5.75%			10.07%			7/15/2024			7/15/2027			3,297						(31)						(28)						0.00		%
Signature MD, Inc			First lien senior secured term loan			S +			5.75%			10.07%			7/15/2024			7/15/2027			18,302						18,120						18,157						1.05		%
Silver Falls MSO, LLC			First lien senior secured revolving loan			S +			6.75%			11.31%			7/28/2023			8/30/2025			235						234						232						0.01		%

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

22

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Silver Falls MSO, LLC			First lien senior secured term loan			S +			4.25% + 2.25% PIK			11.31%			7/28/2023			8/30/2025			1,328						1,307						1,315						0.08		%
SimiTree Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.25% + 1.75% PIK			11.57%			7/28/2023			5/17/2026			886						884						872						0.05		%
SimiTree Acquisition, LLC			First lien senior secured revolving loan			S +			7.00%			11.57%			7/28/2023			5/17/2026			178						49						47						0.00		%
SimiTree Acquisition, LLC			First lien senior secured term loan			S +			5.25% + 1.75% PIK			11.57%			7/28/2023			5/17/2026			1,232						1,229						1,213						0.07		%
Simko Merger Sub LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.81%			7/28/2023			4/7/2027			181						179						179						0.01		%
Simko Merger Sub LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.82%			9/19/2023			4/7/2027			6,753						1,869						1,871						0.11		%
Simko Merger Sub LLC			First lien senior secured revolving loan			S +			6.25%			10.81%			7/28/2023			4/7/2027			56						26						26						0.00		%
Simko Merger Sub LLC			First lien senior secured term loan			S +			6.25%			10.81%			7/28/2023			4/7/2027			643						636						635						0.04		%
Southeast Primary Care Partners, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.56%			7/28/2023			12/30/2025			511						509						509						0.03		%
Southeast Primary Care Partners, LLC			First lien senior secured revolving loan			S +			6.00%			11.69%			7/28/2023			12/30/2025			225						179						179						0.01		%
Southeast Primary Care Partners, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			12/30/2025			842						839						838						0.05		%
Southern Orthodontic Partners Management, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			7/28/2023			7/27/2026			187						186						186						0.01		%
Southern Orthodontic Partners Management, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			5/17/2024			7/27/2026			3,158						3,139						3,141						0.18		%
Southern Orthodontic Partners Management, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.83%			5/17/2024			7/27/2026			3,990						147						149						0.01		%
Southern Orthodontic Partners Management, LLC			First lien senior secured revolving loan			S +			5.50%			9.80%			7/28/2023			7/27/2026			171						11						10						0.00		%
Southern Orthodontic Partners Management, LLC			First lien senior secured term loan			S +			5.50%			9.80%			7/28/2023			7/27/2026			3,016						3,006						3,000						0.17		%
Southern Sports Medicine Partners, LLC			First lien senior secured revolving loan			S +			8.00% PIK			12.55%			7/28/2023			2/23/2027			61						32						30						0.00		%
Southern Sports Medicine Partners, LLC			First lien senior secured term loan			S +			8.00% PIK			12.55%			7/28/2023			2/23/2027			703						683						668						0.04		%
Spear Education Holdings, LLC			First lien senior secured revolving loan			S +			5.25%			9.57%			6/26/2024			12/15/2028			7,290						1,091						1,102						0.06		%
Spear Education Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.67%			6/26/2024			12/15/2028			47,263						46,761						46,844						2.71		%
Star Dental Partners LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.82%			12/22/2023			12/22/2028			10,979						8,870						8,942						0.52		%
Star Dental Partners LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.82%			11/8/2024			12/22/2028			12,076						(191)						(174)						(0.01)		%
Star Dental Partners LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.82%			12/22/2023			12/22/2028			1,451						(30)						(21)						0.00		%
Star Dental Partners LLC			First lien senior secured term loan			S +			5.50%			9.82%			12/22/2023			12/22/2028			15,190						14,893						14,970						0.87		%
The Chempetitive Group, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.32%			3/22/2024			3/22/2029			11,995						1,298						1,313						0.08		%

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

23

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
The Chempetitive Group, LLC			First lien senior secured revolving loan			S +			6.00%			10.32%			3/22/2024			3/22/2029			3,414						287						291						0.02		%
The Chempetitive Group, LLC			First lien senior secured term loan			S +			6.00%			10.32%			3/22/2024			3/22/2029			13,637						13,408						13,430						0.78		%
Transitions Intermediate Holdings, LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.30%			10/25/2024			10/25/2027			687						(7)						(6)						0.00		%
Transitions Intermediate Holdings, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.30%			10/25/2024			10/25/2027			1,078						(12)						(10)						0.00		%
Transitions Intermediate Holdings, LLC			First lien senior secured term loan			S +			6.00%			10.30%			10/25/2024			10/25/2027			7,310						7,230						7,243						0.42		%
U.S. Urology Partners, LLC (6)			First lien senior secured revolving loan			S +			6.50%			10.92%			11/8/2023			11/8/2026			1,401						(11)						(10)						0.00		%
U.S. Urology Partners, LLC			First lien senior secured term loan			S +			6.50%			10.92%			11/8/2023			11/8/2026			11,571						11,474						11,485						0.66		%
US Foot and Ankle Specialists, LLC			First lien senior secured delayed draw term loan			S +			5.50%			10.06%			9/15/2022			9/15/2026			14,001						13,900						13,912						0.80		%
US Foot and Ankle Specialists, LLC (6)			First lien senior secured revolving loan			S +			5.50%			10.06%			9/15/2022			9/15/2026			2,699						(21)						(20)						0.00		%
US Foot and Ankle Specialists, LLC			First lien senior secured term loan			S +			5.50%			10.06%			9/15/2022			9/15/2026			19,422						19,245						19,261						1.11		%
Varsity DuvaSawko Operating Corp			First lien senior secured delayed draw term loan			S +			6.00%			10.55%			7/28/2023			5/27/2026			63						63						63						0.00		%
Varsity DuvaSawko Operating Corp (22)			First lien senior secured revolving loan			S +			6.00%			10.55%			7/28/2023			5/27/2026			5,189						1,703						1,683						0.10		%
Varsity DuvaSawko Operating Corp			First lien senior secured term loan			S +			6.00%			10.55%			7/28/2023			5/27/2026			58,649						58,374						58,125						3.36		%
Varsity Rejuvenate Management, LLC			First lien senior secured delayed draw term loan			S +			6.50%			10.95%			12/29/2023			9/1/2028			7,116						3,152						3,158						0.18		%
Varsity Rejuvenate Management, LLC (6)			First lien senior secured revolving loan			S +			6.50%			10.95%			9/1/2023			9/1/2028			1,245						(25)						(22)						0.00		%
Varsity Rejuvenate Management, LLC			First lien senior secured term loan			S +			6.50%			10.95%			9/1/2023			9/1/2028			5,943						5,822						5,839						0.34		%
VersiCare Management LLC (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			11/25/2024			11/25/2029			4,529						(85)						(78)						0.00		%
VersiCare Management LLC			First lien senior secured revolving loan			S +			5.50%			9.82%			11/25/2024			11/25/2029			1,505						158						162						0.01		%
VersiCare Management LLC (32) (33) (34)			First lien senior secured term loan			S +			5.75%			10.05%			11/25/2024			11/25/2029			7,830						7,682						7,693						0.45		%
VetEvolve Holdings, LLC (32) (33) (34)			First lien senior secured delayed draw term loan			S +			5.25%			9.57%			10/12/2023			10/12/2028			11,600						7,634						7,645						0.44		%
VetEvolve Holdings, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.54%			10/12/2023			10/12/2028			3,067						(58)						(55)						0.00		%
VetEvolve Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.54%			10/12/2023			10/12/2028			9,097						8,909						8,922						0.52		%
Western Veterinary Partners LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.30%			7/28/2023			10/29/2027			495						492						490						0.03		%
Western Veterinary Partners LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.30%			9/27/2024			10/29/2027			24,375						13,252						13,268						0.77		%
Western Veterinary Partners LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			7/28/2023			10/29/2027			24						—						—						0.00		%
Western Veterinary Partners LLC			First lien senior secured term loan			S +			5.00%			9.30%			7/28/2023			10/29/2027			9,372						9,268						9,272						0.54		%
																											822,055						822,680						47.56		%
Health care technology
AHR Intermediate, Inc			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			7/29/2022			7/29/2027			$	5,230					$	5,193					$	5,186					0.30		%
AHR Intermediate, Inc (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			12/16/2024			7/29/2027			7,896						(71)						(39)						0.00		%
AHR Intermediate, Inc			First lien senior secured revolving loan			S +			5.50%			9.80%			7/29/2022			7/29/2027			7,858						1,892						1,925						0.11		%
AHR Intermediate, Inc			First lien senior secured term loan			S +			5.75%			10.05%			7/29/2022			7/29/2027			31,939						31,736						31,780						1.84		%

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

24

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Millennia Patient Services, LLC			First lien senior secured revolving loan			S +			6.00%			11.81%			7/28/2023			3/8/2026			134						93						93						0.01		%
Millennia Patient Services, LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			3/8/2026			968						964						963						0.06		%
																											39,807						39,908						2.32		%
Household durables
CPS Power Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			10/20/2023			9/26/2027			$	2,298					$	130					$	122					0.01		%
CPS Power Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.79%			9/26/2022			9/26/2027			2,970						2,923						2,910						0.17		%
CPS Power Buyer, LLC (23)			First lien senior secured revolving loan			S +			5.50%			9.81%			9/26/2022			9/26/2027			3,036						2,038						2,026						0.12		%
CPS Power Buyer, LLC			First lien senior secured term loan			S +			5.50%			9.79%			9/26/2022			9/26/2027			12,816						12,566						12,559						0.73		%
Kravet Design LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.55%			11/26/2024			11/26/2030			4,349						(62)						(54)						0.00		%
Kravet Design LLC			First lien senior secured term loan			S +			5.25%			9.55%			11/26/2024			11/26/2030			20,887						20,589						20,632						1.19		%
Kwalu, LLC			First lien senior secured revolving loan			S +			5.50%			10.05%			9/23/2022			9/23/2027			5,061						276						299						0.02		%
Kwalu, LLC			First lien senior secured term loan			S +			5.50%			10.06%			9/23/2022			9/23/2027			30,205						29,829						29,978						1.73		%
MacKenzie Childs Acquisition, Inc			First lien senior secured revolving loan			P +			4.50%			12.00%			9/2/2022			9/2/2027			3,374						650						653						0.04		%
MacKenzie Childs Acquisition, Inc			First lien senior secured term loan			S +			5.50%			9.95%			9/2/2022			9/2/2027			16,035						15,915						15,931						0.91		%
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.30%			1/23/2023			1/23/2028			5,728						5,610						5,672						0.33		%
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.30%			1/12/2024			1/23/2028			1,987						1,953						1,968						0.10		%
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.30%			7/29/2024			1/23/2028			5,738						5,649						5,682						0.33		%
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.24%			11/27/2024			1/23/2028			3,574						1,674						1,679						0.10		%
Renovation Systems, LLC			First lien senior secured revolving loan			S +			6.00%			10.30%			1/23/2023			1/23/2028			2,633						1,000						1,028						0.06		%
Renovation Systems, LLC			First lien senior secured term loan			S +			6.00%			10.30%			1/23/2023			1/23/2028			32,616						32,067						32,299						1.87		%
Storm Smart Buyer LLC			First lien senior secured revolving loan			S +			6.00%			10.56%			7/28/2023			4/5/2026			131						104						104						0.01		%
Storm Smart Buyer LLC			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			4/5/2026			887						885						883						0.05		%
Trademark Global, LLC			First lien senior secured revolving loan			S +			8.50%			13.06%			7/28/2023			6/30/2027			113						90						36						0.00		%
Trademark Global, LLC			First lien senior secured revolving loan			S +			8.50%			13.06%			7/30/2021			6/30/2027			23						22						11						0.00		%
Trademark Global, LLC			First lien senior secured term loan			S +			8.50%			13.06%			7/28/2023			6/30/2027			2,236						2,069						1,080						0.06		%
																											135,977						135,498						7.83		%
Industrial Conglomerates
Hultec Buyer, LLC			First lien senior secured revolving loan			S +			5.50%			9.86%			3/31/2023			3/31/2029			$	3,915					$	539					$	543					0.03		%
Hultec Buyer, LLC			First lien senior secured term loan			S +			5.50%			10.07%			3/31/2023			3/31/2029			14,171						13,837						13,856						0.80		%
																											14,376						14,399						0.83		%
Insurance
Superior Insurance Partners LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.31%			10/25/2024			10/25/2029			$	15,231					$	4,790					$	4,812					0.28		%
Superior Insurance Partners LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.29%			10/25/2024			10/25/2029			1,347						(25)						(23)						0.00		%
Superior Insurance Partners LLC			First lien senior secured term loan			S +			5.00%			9.29%			10/25/2024			10/25/2029			9,329						9,158						9,173						0.53		%

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

25

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
																											13,923						13,962						0.81		%
Interactive media & services
Duggal Acquisition, LLC (6)			First lien senior secured delayed draw term loan			S +			4.75%			9.05%			9/30/2024			9/30/2030			$	5,224					$	(48)					$	(37)					0.00		%
Duggal Acquisition, LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.05%			9/30/2024			9/30/2030			7,319						(134)						(123)						(0.01)		%
Duggal Acquisition, LLC			First lien senior secured term loan			S +			4.75%			9.05%			9/30/2024			9/30/2030			20,530						20,149						20,179						1.17		%
																											19,967						20,019						1.16		%
Internet and direct marketing retail
Aquatic Sales Solutions, LLC			First lien senior secured revolving loan			S +			7.00%			11.45%			7/28/2023			12/18/2025			$	191					$	120					$	64					0.00		%
Aquatic Sales Solutions, LLC			First lien senior secured term loan			S +			7.00%			11.45%			7/28/2023			12/18/2025			2,669						2,647						1,872						0.11		%
DealerOn Holdco, Inc (6)			First lien senior secured revolving loan			S +			6.00%			10.44%			7/28/2023			5/19/2026			314						(2)						(2)						0.00		%
DealerOn Holdco, Inc			First lien senior secured term loan			S +			6.00%			10.44%			7/28/2023			5/19/2026			20,546						20,389						20,383						1.18		%
																											23,154						22,317						1.29		%
IT services
BSC Top Shelf Blocker LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.57%			6/28/2024			6/28/2029			$	2,256					$	(34)					$	(30)					0.00		%
BSC Top Shelf Blocker LLC			First lien senior secured term loan			S +			5.25%			9.57%			6/28/2024			6/28/2029			16,031						15,784						15,813						0.91		%
Dynamic Campus Acquisition, Inc. (6)			First lien senior secured delayed draw term loan			S +			4.75%			9.07%			2/14/2025			2/14/2031			10,220						(150)						(150)						(0.01)		%
Dynamic Campus Acquisition, Inc. (6)			First lien senior secured revolving loan			S +			4.75%			9.07%			2/14/2025			2/14/2031			3,044						(45)						(45)						—		%
Dynamic Campus Acquisition, Inc.			First lien senior secured term loan			S +			4.75%			9.07%			2/14/2025			2/14/2031			11,242						11,079						11,079						0.64		%
E-Phoenix Acquisition Co. Inc			First lien senior secured revolving loan			S +			5.50%			9.93%			7/28/2023			6/23/2027			75						33						33						—		%
E-Phoenix Acquisition Co. Inc			First lien senior secured term loan			S +			5.50%			9.95%			7/28/2023			6/23/2027			1,342						1,339						1,336						0.08		%
FreshAddress, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.70%			7/28/2023			10/5/2025			30						—						—						—		%
FreshAddress, LLC			First lien senior secured term loan			S +			5.25%			9.70%			7/28/2023			10/5/2025			1,630						1,628						1,626						0.09		%
Icreon Holdings, LLC			First lien senior secured revolving loan			S +			6.50%			11.06%			10/26/2022			10/26/2027			1,071						521						521						0.03		%
Icreon Holdings, LLC			First lien senior secured term loan			S +			6.50%			11.06%			10/26/2022			10/26/2027			13,020						12,825						12,843						0.74		%
P and R Dental Strategies, LLC			First lien senior secured revolving loan			S +			5.25%			9.81%			7/28/2023			12/22/2026			23						10						10						—		%
P and R Dental Strategies, LLC			First lien senior secured term loan			S +			5.25%			9.81%			7/28/2023			12/22/2026			619						616						614						0.04		%
Palmetto Technology Group, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.32%			1/3/2024			1/3/2029			10,779						10,617						10,624						0.61		%
Palmetto Technology Group, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.32%			2/26/2024			1/3/2029			9,406						2,339						2,350						0.14		%
Palmetto Technology Group, LLC			First lien senior secured revolving loan			S +			6.00%			10.32%			1/3/2024			1/3/2029			2,860						100						102						0.01		%
Palmetto Technology Group, LLC			First lien senior secured term loan			S +			6.00%			10.32%			1/3/2024			1/3/2029			6,293						6,196						6,201						0.36		%
White Label Communications,LLC			First lien senior secured revolving loan			S +			6.00%			10.32%			10/11/2023			10/11/2029			1,534						51						53						0.00		%
White Label Communications,LLC			First lien senior secured term loan			S +			6.00%			10.32%			10/11/2023			10/11/2029			4,678						4,594						4,600						0.27		%
																											67,503						67,580						3.91		%
Leisure equipment and products
Champion Motorsports Group, LLC			First lien senior secured revolving loan			S +			6.25%			10.66%			7/28/2023			10/8/2026			$	56					$	15					$	15					0.00		%
Champion Motorsports Group, LLC			First lien senior secured term loan			S +			6.25%			10.66%			7/28/2023			10/8/2026			1,650						1,641						1,636						0.09		%

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

26

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity 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 loan			S +			6.75%			11.31%			7/28/2023			4/22/2026			352						351						351						0.02		%
MacNeill Pride Group Corp (6)			First lien senior secured revolving loan			S +			6.75%			11.31%			7/28/2023			4/22/2026			287						(1)						(1)						0.00		%
MacNeill Pride Group Corp			First lien senior secured term loan			S +			6.75%			11.31%			7/28/2023			4/22/2026			806						805						804						0.05		%
TruBlue LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.82%			1/11/2024			1/11/2029			2,331						(35)						(32)						0.00		%
TruBlue LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.82%			1/11/2024			1/11/2029			1,430						(22)						(20)						0.00		%
TruBlue LLC			First lien senior secured term loan			S +			5.50%			9.82%			1/11/2024			1/11/2029			5,160						5,079						5,085						0.29		%
																											7,833						7,838						0.45		%
Leisure products
PHGP MB Purchaser, Inc			First lien senior secured delayed draw term loan			S +			6.00%+ 0.50% PIK			11.06%			7/28/2023			5/20/2027			$	77					$	77					$	71					0.00		%
PHGP MB Purchaser, Inc (6)(24)			First lien senior secured revolving loan			S +			6.00%+ 0.50% PIK			11.06%			7/28/2023			5/20/2027			75						(1)						(6)						0.00		%
PHGP MB Purchaser, Inc			First lien senior secured term loan			S +			6.00% + 0.50% PIK			11.06%			7/28/2023			5/20/2027			1,045						1,034						960						0.06		%
																											1,110						1,025						0.06		%
Life sciences tools and services
Aptitude Health Holdings, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.81%			7/28/2023			5/3/2026			$	267					$	(1)					$	(1)					0.00		%
Aptitude Health Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.81%			7/28/2023			5/3/2026			1,078						1,072						1,073						0.06		%
CR Services Intermediate, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.06%			7/28/2023			7/28/2028			186						118						118						0.01		%
CR Services Intermediate, LLC			First lien senior secured revolving loan			S +			6.50%			11.06%			7/28/2023			7/28/2028			38						7						7						0.00		%
CR Services Intermediate, LLC			First lien senior secured term loan			S +			6.50%			11.06%			7/28/2023			7/28/2028			449						439						440						0.03		%
ERG Buyer, LLC			First lien senior secured delayed draw term loan			6.00% Cash + 4.50% PIK						10.50%			2/26/2024			2/26/2026			347						345						339						0.02		%
ERG Buyer, LLC			First lien senior secured revolving loan			6.00% Cash + 4.50% PIK						10.50%			2/26/2024			2/26/2026			5,181						5,146						5,062						0.29		%
ERG Buyer, LLC			First lien senior secured term loan			6.00% Cash + 4.50% PIK						10.50%			2/26/2024			2/26/2026			36,539						36,277						35,626						2.06		%
Health and Wellness Partners LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.18%			3/12/2025			3/12/2030			5,808						(101)						(101)						(0.01)		%
Health and Wellness Partners LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.18%			3/12/2025			3/12/2030			2,480						(43)						(43)						0.00		%
Health and Wellness Partners LLC			First lien senior secured term loan			S +			5.00%			9.18%			3/12/2025			3/12/2030			21,780						21,401						21,399						1.24		%
																											64,660						63,919						3.70		%
Machinery
Abrasive Technology Intermediate, LLC			First lien senior secured revolving loan			S +			6.25%			10.81%			7/28/2023			4/30/2026			$	173					$	120					$	120					0.01		%
Abrasive Technology Intermediate, LLC			First lien senior secured term loan			S +			6.25%			10.82%			7/28/2023			4/30/2026			1,980						1,965						1,966						0.11		%
Baker Manufacturing Company, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.57%			11/1/2024			11/1/2028			2,898						(43)						(36)						0.00		%
Baker Manufacturing Company, LLC			First lien senior secured term loan			S +			5.25%			9.57%			11/1/2024			11/1/2028			17,245						17,007						17,039						0.99		%

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

27

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
DNS-IMI Acquisition Corp			First lien senior secured revolving loan			P +			4.25%			11.75%			7/28/2023			11/23/2026			56						15						15						0.00		%
DNS-IMI Acquisition Corp			First lien senior secured term loan			S +			5.25%			9.70%			7/28/2023			11/23/2026			1,411						1,405						1,402						0.08		%
Double E Company, LLC			First lien senior secured revolving loan			S +			6.75%			11.20%			6/21/2022			6/21/2028			3,110						2,861						2,546						0.15		%
Double E Company, LLC			First lien senior secured term loan			S +			4.00% + 2.75% PIK			11.24%			6/21/2022			6/21/2028			18,733						18,588						16,674						0.96		%
Kittyhawk, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.55%			5/1/2024			5/1/2029			3,571						(58)						(54)						0.00		%
Kittyhawk, Inc			First lien senior secured term loan			S +			5.25%			9.55%			5/1/2024			5/1/2029			15,139						14,887						14,908						0.86		%
L&J Holding Company LLC (6)			First lien senior secured delayed draw term loan			S +			4.75%			9.05%			7/29/2024			7/29/2030			9,823						(87)						(68)						0.00		%
L&J Holding Company LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.05%			7/29/2024			7/29/2030			2,204						(39)						(36)						0.00		%
L&J Holding Company LLC			First lien senior secured term loan			S +			4.75%			9.05%			7/29/2024			7/29/2030			11,728						11,516						11,540						0.67		%
My Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			1/26/2024			1/26/2030			3,139						3,088						3,093						0.18		%
My Buyer, LLC			First lien senior secured revolving loan			S +			5.75%			10.05%			1/26/2024			1/26/2030			2,360						827						830						0.05		%
My Buyer, LLC			First lien senior secured term loan			S +			5.75%			10.05%			1/26/2024			1/26/2030			7,850						7,718						7,729						0.45		%
SPG Holdco, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.45%			12/1/2023			12/1/2028			2,070						(38)						(36)						0.00		%
SPG Holdco, LLC			First lien senior secured term loan			S +			6.00%			10.45%			12/1/2023			12/1/2028			10,554						10,353						10,365						0.60		%
USSC Holding Corp			First lien senior secured delayed draw term loan			S +			5.25%			9.56%			6/21/2024			6/21/2030			10,104						9,929						9,966						0.58		%
USSC Holding Corp (6)			First lien senior secured revolving loan			S +			5.25%			9.55%			6/21/2024			6/21/2030			7,177						(125)						(98)						(0.01)		%
USSC Holding Corp			First lien senior secured term loan			S +			5.25%			9.55%			6/21/2024			6/21/2030			34,693						34,061						34,211						1.98		%
																											133,950						132,076						7.66		%
Media
ALM Media, LLC (25)			First lien senior secured revolving loan			S +			5.50%			9.82%			2/21/2024			2/21/2029			$	3,102					$	358					$	362					0.02		%
ALM Media, LLC			First lien senior secured term loan			S +			5.50%			9.80%			2/21/2024			2/21/2029			38,071						37,368						37,422						2.16		%
Barkley, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.44%			9/29/2023			9/29/2028			2,300						(42)						(34)						0.00		%
Barkley, LLC			First lien senior secured term loan			S +			6.00%			10.44%			9/29/2023			9/29/2028			43,565						42,788						42,916						2.48		%
Best Version Media Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.82%			12/31/2024			12/31/2030			2,897						(48)						(48)						0.00		%
Best Version Media Acquisition, LLC			First lien senior secured term loan			S +			5.50%			9.82%			12/31/2024			12/31/2030			31,413						30,892						30,892						1.79		%
Datum Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.80%			10/30/2024			4/30/2030			1,312						(24)						(22)						0.00		%
Datum Acquisition, LLC			First lien senior secured term loan			S +			5.50%			9.80%			10/30/2024			4/30/2030			5,449						5,349						5,359						0.31		%
Exclusive Concepts, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.06%			7/28/2023			12/9/2026			220						217						217						0.01		%
Exclusive Concepts, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.06%			12/22/2023			12/9/2026			2,829						2,790						2,798						0.16		%
Exclusive Concepts, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.06%			8/1/2024			12/9/2026			5,108						1,686						1,709						0.10		%
Exclusive Concepts, LLC			First lien senior secured revolving loan			S +			6.50%			11.07%			7/28/2023			12/9/2026			23						22						22						0.00		%
Exclusive Concepts, LLC			First lien senior secured term loan			S +			6.50%			11.06%			7/28/2023			12/9/2026			3,481						3,432						3,443						0.20		%
Infolinks Media Buyco, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			7/28/2023			11/1/2026			2,078						2,057						2,058						0.12		%

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

28

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Infolinks Media Buyco, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.80%			7/28/2023			11/1/2026			38						—						—						0.00		%
Infolinks Media Buyco, LLC			First lien senior secured term loan			S +			5.50%			9.80%			7/28/2023			11/1/2026			19,863						19,668						19,675						1.14		%
Merge USA, Inc (6)			First lien senior secured revolving loan			S +			4.75%			9.06%			2/28/2025			2/28/2030			2,515						(37)						(37)						0.00		%
Merge USA, Inc			First lien senior secured term loan			S +			4.75%			9.06%			2/28/2025			2/28/2030			11,263						11,095						11,095						0.64		%
NORTH & WARREN, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.75%			1/31/2025			1/31/2030			954						(14)						(14)						0.00		%
NORTH & WARREN, LLC			First lien senior secured term loan			S +			5.50%			9.75%			1/31/2025			1/31/2030			2,968						2,927						2,926						0.17		%
NTM Acquisition Corp (6)			First lien senior secured revolving loan			S +			6.75%			11.20%			12/18/2023			6/18/2026			1,809						(16)						(15)						0.00		%
NTM Acquisition Corp			First lien senior secured term loan			S +			6.75%			11.20%			12/18/2023			6/18/2026			12,096						11,980						11,988						0.69		%
Optimized Marketing Acquisition, LLC			First lien senior secured revolving loan			S +			5.75%			10.31%			8/19/2022			8/19/2027			3,383						3,179						3,119						0.18		%
Optimized Marketing Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.31%			8/19/2022			8/19/2027			25,576						25,283						24,863						1.44		%
Outerbox, LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.32%			6/7/2024			6/7/2028			4,077						(49)						(43)						0.00		%
Outerbox, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.32%			6/7/2024			6/7/2028			2,280						(27)						(24)						0.00		%
Outerbox, LLC			First lien senior secured term loan			S +			5.00%			9.32%			6/7/2024			6/7/2028			18,512						18,284						18,314						1.06		%
Peninsula MMGY Corporation (6)(26)			First lien senior secured revolving loan			S +			5.00%			9.30%			10/26/2023			4/26/2029			3,691						(70)						(65)						0.00		%
Peninsula MMGY Corporation			First lien senior secured term loan			S +			5.00%			9.30%			10/26/2023			4/26/2029			10,261						10,057						10,078						0.58		%
RKD Group, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.42%			4/10/2024			8/17/2028			8,058						5,998						6,031						0.35		%
RKD Group, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.42%			8/17/2022			8/17/2028			4,905						(41)						(37)						0.00		%
RKD Group, LLC			First lien senior secured term loan			S +			6.00%			10.42%			8/17/2022			8/17/2028			32,917						32,616						32,670						1.89		%
The Channel Company, LLC			First lien senior secured revolving loan			S +			6.75%			11.31%			7/28/2023			11/1/2027			62						22						20						0.00		%
The Channel Company, LLC			First lien senior secured term loan			S +			2.50% + 4.25% PIK			11.31%			7/28/2023			11/1/2027			2,424						2,408						2,304						0.13		%
WTWH Buyer, LLC (6)			First lien senior secured revolving loan			S +			6.50%			10.94%			12/16/2022			12/16/2027			1,638						(23)						(26)						0.00		%
WTWH Buyer, LLC			First lien senior secured term loan			S +			6.50%			10.94%			12/16/2022			12/16/2027			14,104						13,872						13,882						0.80		%
																											283,957						283,798						16.42		%
Metals and mining
Copperweld Group, Inc			First lien senior secured revolving loan			S +			6.00%			10.56%			7/28/2023			3/31/2026			$	1,535					$	641					$	641					0.04		%
Copperweld Group, Inc			First lien senior secured term loan			S +			6.00%			10.56%			7/28/2023			3/31/2026			2,957						2,948						2,946						0.17		%
																											3,589						3,587						0.21		%
Multiline retail
HEC Purchaser Corp. (6)			First lien senior secured revolving loan			S +			5.50%			9.75%			6/17/2024			6/17/2029			$	7,843					$	(100)					$	(88)					(0.01)		%
HEC Purchaser Corp.			First lien senior secured term loan			S +			5.50%			9.75%			6/17/2024			6/17/2029			50,081						49,417						49,515						2.86		%
																											49,317						49,427						2.85		%
Pharmaceuticals
Formulated Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.40%			7/28/2023			9/22/2026			$	296					$	295					$	271					0.02		%
Formulated Buyer, LLC			First lien senior secured revolving loan			S +			5.75%			10.33%			7/28/2023			9/22/2026			188						185						170						0.01		%
Formulated Buyer, LLC			First lien senior secured term loan			S +			5.75%			10.31%			7/28/2023			9/22/2026			453						451						414						0.02		%

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

29

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
																											931						855						0.05		%
Personal products
Cosmetic Solutions LLC (8)			First lien senior secured delayed draw term loan			S +			5.75% + 0.75% PIK			11.06%			7/28/2023			10/17/2025			$	380					$	373					$	87					0.01		%
Cosmetic Solutions LLC (8)			First lien senior secured revolving loan			S +			6.50%			11.06%			7/28/2023			10/17/2025			344						86						(173)						(0.01)		%
Cosmetic Solutions LLC (8)			First lien senior secured term loan			S +			5.75% + 0.75% PIK			11.06%			7/28/2023			10/17/2025			2,907						2,845						669						0.04		%
																											3,304						583						0.04		%
Professional services
CSL Intermediate Acquisition LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.57%			11/8/2024			11/8/2029			$	1,692					$	(27)					$	(25)					0.00		%
CSL Intermediate Acquisition LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.57%			11/8/2024			11/8/2029			861						(14)						(13)						0.00		%
CSL Intermediate Acquisition LLC			First lien senior secured term loan			S +			5.25%			9.57%			11/8/2024			11/8/2029			3,737						3,677						3,683						0.21		%
Helpware, Inc			First lien senior secured revolving loan			S +			5.75%			10.96%			9/8/2022			9/8/2026			5,061						2,505						2,434						0.14		%
Helpware, Inc			First lien senior secured term loan			S +			5.75% + 1.25% PIK			11.56%			9/8/2022			9/8/2026			14,024						13,932						13,755						0.80		%
Keystone Partners, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.55%			10/25/2024			10/25/2028			2,344						906						910						0.05		%
Keystone Partners, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.54%			10/25/2024			10/25/2028			1,347						(18)						(16)						0.00		%
Keystone Partners, LLC			First lien senior secured term loan			S +			5.25%			9.54%			10/25/2024			10/25/2028			14,380						14,183						14,210						0.82		%
Stax Holding Company, LLC (6)(27)			First lien senior secured revolving loan			S +			5.00%			9.45%			7/28/2023			10/29/2026			60						—						—						0.00		%
Stax Holding Company, LLC			First lien senior secured term loan			S +			5.00%			9.45%			7/28/2023			10/29/2026			616						615						614						0.04		%
																											35,759						35,552						2.06		%
Real estate management and development
BBG, Inc (28)			First lien senior secured revolving loan			S +			6.75%			11.31%			7/28/2023			1/8/2026			$	233					$	223					$	218					0.01		%
BBG, Inc			First lien senior secured term loan			S +			6.50% + 0.25% PIK			11.31%			7/28/2023			1/8/2026			1,975						1,918						1,882						0.11		%
MetaSource, LLC			First lien senior secured revolving loan			S +			6.75%			11.19%			7/28/2023			5/17/2027			75						21						21						0.00		%
MetaSource, LLC			First lien senior secured term loan			S +			6.25% + 0.50% PIK			11.31%			7/28/2023			5/17/2027			922						915						913						0.05		%
																											3,077						3,034						0.17		%
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP			First lien senior secured revolving loan			S +			6.00%			10.45%			7/28/2023			9/2/2026			$	45					$	34					$	34					0.00		%
Altamira Material Solutions, LP			First lien senior secured term loan			S +			6.00%			10.45%			7/28/2023			9/2/2026			1,015						1,010						1,009						0.06		%
																											1,044						1,043						0.06		%
Software
AFFINITIV INC			First lien senior secured revolving loan			S +			7.00%			11.57%			7/28/2023			7/26/2027			$	186					$	23					$	23					0.00		%

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

30

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
AFFINITIV INC			First lien senior secured term loan			S +			7.00%			11.56%			7/28/2023			7/26/2027			2,235						2,216						2,215						0.13		%
Genius Bidco, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.55%			5/1/2024			5/1/2030			4,661						(39)						(31)						0.00		%
Genius Bidco, LLC (29)			First lien senior secured revolving loan			S +			5.25%			9.57%			5/1/2024			5/1/2030			3,571						416						421						0.02		%
Genius Bidco, LLC			First lien senior secured term loan			S +			5.25%			9.55%			5/1/2024			5/1/2030			12,616						12,394						12,421						0.72		%
GPSTrackit Holdings, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.30%			3/29/2024			3/29/2029			1,963						1,923						1,925						0.11		%
GPSTrackit Holdings, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.30%			3/29/2024			3/29/2029			4,429						(86)						(85)						0.00		%
GPSTrackit Holdings, LLC			First lien senior secured term loan			S +			6.00%			10.30%			3/29/2024			3/29/2029			32,401						31,751						31,776						1.84		%
GS XX Corporation (6)			First lien senior secured revolving loan			S +			4.75%			9.05%			4/19/2024			4/19/2029			2,381						(39)						(36)						0.00		%
GS XX Corporation			First lien senior secured term loan			S +			4.75%			9.05%			4/19/2024			4/19/2029			16,821						16,538						16,563						0.96		%
Shasta Buyer, LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.05%			11/12/2024			11/12/2030			4,307						(59)						(52)						0.00		%
Shasta Buyer, LLC			First lien senior secured term loan			S +			4.75%			9.05%			11/12/2024			11/12/2030			20,344						20,062						20,099						1.16		%
ShiftKey, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.31%			7/28/2023			6/21/2027			110						(1)						(2)						0.00		%
ShiftKey, LLC			First lien senior secured term loan			S +			5.75%			10.31%			7/28/2023			6/21/2027			3,656						3,639						3,584						0.21		%
																											88,738						88,821						5.15		%
Specialty retail
Dykstras Auto LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.81%			7/28/2023			10/22/2026			$	331					$	252					$	251					0.01		%
Dykstras Auto LLC			First lien senior secured revolving loan			S +			6.25%			10.81%			7/28/2023			10/22/2026			38						32						32						0.00		%
Dykstras Auto LLC			First lien senior secured term loan			S +			6.25%			10.81%			7/28/2023			10/22/2026			619						614						613						0.04		%
Fastlap, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.78%			6/20/2024			6/20/2029			14,130						(240)						(221)						(0.01)		%
Fastlap, LLC			First lien senior secured revolving loan			P +			4.50%			12.00%			6/20/2024			6/20/2029			2,256						2,218						2,221						0.13		%
Fastlap, LLC			First lien senior secured term loan			S +			5.50%			9.78%			6/20/2024			6/20/2029			10,017						9,840						9,859						0.57		%
Kaizen Auto Care, LLC			First lien senior secured revolving loan			5.00%						5.00%			3/1/2024			12/22/2026			152						69						38						0.00		%
Kaizen Auto Care, LLC			First lien senior secured term loan			5.00%						5.00%			7/28/2023			12/22/2027			1,349						1,339						1,076						0.06		%
Leonard Group, Inc			First lien senior secured revolving loan			S +			6.50%			11.06%			7/28/2023			2/26/2027			234						76						77						0.00		%
Leonard Group, Inc			First lien senior secured term loan			S +			6.50%			11.06%			7/28/2023			2/26/2027			1,308						1,297						1,305						0.08		%
Pink Lily Holdings, LLC (6)			First lien senior secured revolving loan			S +			0.25% + 7.00% PIK			11.25%			7/28/2023			11/16/2027			31						—						(3)						0.00		%
Pink Lily Holdings, LLC			First lien senior secured term loan			S +			0.25% + 7.00% PIK			11.25%			7/28/2023			11/16/2027			1,333						1,310						1,215						0.07		%
																											16,807						16,463						0.95		%
Textiles, apparel and luxury goods
Lakeshirts LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.32%			12/30/2024			12/20/2030			$	7,989					$	(38)					$	(38)					0.00		%
Lakeshirts LLC			First lien senior secured revolving loan			S +			5.00%			9.32%			12/30/2024			12/30/2030			11,650						4,839						4,839						0.28		%
Lakeshirts LLC			First lien senior secured term loan			S +			5.00%			9.32%			12/30/2024			12/30/2030			30,069						29,784						29,784						1.72		%
																											34,585						34,585						2.00		%

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

31

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Trading companies and distributors
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			9.80%			7/28/2023			4/9/2027			$	229					$	226					$	227					0.01		%
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			9.75%			7/28/2023			4/9/2027			100						99						99						0.01		%
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			9.81%			12/12/2023			4/9/2027			4,128						4,077						4,087						0.24		%
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			9.82%			7/1/2024			4/9/2027			10,255						42						51						0.00		%
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			9.79%			7/28/2023			4/9/2027			344						339						340						0.02		%
AFC-Dell Holding Corp (30)			First lien senior secured revolving loan			S +			5.50%			9.82%			7/28/2023			10/9/2026			156						14						14						0.00		%
AFC-Dell Holding Corp			First lien senior secured term loan			S +			5.50%			9.79%			7/28/2023			4/9/2027			5,461						5,397						5,406						0.31		%
American Equipment Systems LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.73%			7/28/2023			5/19/2025			37						37						36						0.00		%
American Equipment Systems LLC			First lien senior secured term loan			S +			6.00%			10.74%			7/28/2023			11/5/2026			70						69						69						0.00		%
American Equipment Systems LLC			First lien senior secured term loan			S +			6.00%			10.74%			3/15/2024			11/5/2026			932						921						922						0.05		%
American Equipment Systems LLC			First lien senior secured term loan			S +			6.00%			10.73%			7/28/2023			11/5/2026			316						312						312						0.02		%
Ascent Lifting, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.67%			9/9/2022			9/9/2027			2,500						(41)						(40)						0.00		%
Ascent Lifting, Inc			First lien senior secured term loan			S +			5.25%			9.67%			9/9/2022			9/9/2027			16,977						16,664						16,688						0.97		%
AWI Group, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.05%			8/1/2024			8/1/2029			4,477						3,932						3,938						0.23		%
AWI Group, LLC			First lien senior secured revolving loan			S +			5.75%			10.05%			8/1/2024			8/1/2029			10,420						3,154						3,168						0.18		%
AWI Group, LLC			First lien senior secured term loan			S +			5.75%			10.05%			8/1/2024			8/1/2029			55,061						54,102						54,097						3.13		%
Banner Buyer, LLC			First lien senior secured delayed draw term loan			S +			2.75% + 3.50% PIK			11.70%			7/28/2023			5/31/2026			562						560						539						0.03		%
Banner Buyer, LLC			First lien senior secured revolving loan			S +			2.75% + 3.50% PIK			11.70%			7/28/2023			5/31/2026			370						(1)						(14)						0.00		%
Banner Buyer, LLC			First lien senior secured term loan			S +			2.75% + 3.50% PIK			11.70%			7/28/2023			5/31/2026			1,353						1,350						1,299						0.08		%
CAP KSI Holdings LLC (31)			First lien senior secured revolving loan			S +			5.25%			9.56%			6/28/2024			6/28/2030			7,145						2,764						2,774						0.16		%
CAP KSI Holdings LLC			First lien senior secured term loan			S +			5.25%			9.55%			6/28/2024			6/28/2030			51,446						50,744						50,842						2.94		%
Eastern Communications Solutions, Inc. (6)			First lien senior secured revolving loan			S +			5.25%			9.55%			12/30/2024			12/30/2030			3,240						(47)						(47)						0.00		%
Eastern Communications Solutions, Inc.			First lien senior secured term loan			S +			5.25%			9.55%			12/30/2024			12/30/2030			12,580						12,398						12,398						0.72		%
Empire Equipment Company, LLC			First lien senior secured revolving loan			S +			6.25%			10.69%			7/28/2023			1/17/2026			439						187						186						0.01		%
Empire Equipment Company, LLC			First lien senior secured term loan			S +			6.25%			10.69%			7/28/2023			1/17/2026			1,649						1,644						1,640						0.09		%
Lehman Pipe Buyer, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.31%			8/30/2024			8/30/2030			5,309						(96)						(88)						(0.01)		%
Lehman Pipe Buyer, LLC			First lien senior secured term loan			5.00%						9.31%			8/30/2024			8/30/2030			29,476						28,940						28,997						1.68		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.20%			12/1/2023			8/5/2028			4,672						4,581						4,638						0.27		%

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

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.04%			8/5/2022			8/5/2028			2,667						2,631						2,647						0.15		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.01%			8/5/2022			8/5/2028			2,687						2,648						2,668						0.14		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.06%			8/5/2022			8/5/2028			3,185						3,155						3,162						0.18		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.00%			3/29/2024			8/5/2028			7,190						7,049						7,138						0.41		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			9.97%			10/31/2024			8/5/2028			8,438						6,640						6,655						0.39		%
NEFCO Holding Company, LLC			First lien senior secured revolving loan			P +			4.75%			12.25%			8/5/2022			8/5/2028			7,269						1,662						1,698						0.10		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			10.01%			12/1/2023			8/5/2028			652						639						648						0.04		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			10.03%			8/13/2024			8/5/2028			2,577						2,557						2,559						0.15		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			9.99%			10/31/2024			8/5/2028			3,411						3,379						3,386						0.20		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			10.00%			8/5/2022			8/5/2028			17,517						17,157						17,391						1.01		%
Triad Technologies, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.70%			7/28/2023			6/8/2026			332						(3)						(3)						0.00		%
Triad Technologies, LLC			First lien senior secured term loan			S +			5.25%			9.70%			7/28/2023			6/8/2026			1,189						1,181						1,179						0.07		%
Value Added Distributors, LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.05%			12/19/2024			12/19/2029			3,768						(56)						(47)						0.00		%
Value Added Distributors, LLC			First lien senior secured term loan			S +			4.75%			9.05%			12/19/2024			12/19/2029			11,238						11,082						11,098						0.64		%
Vintage Parts, Inc			First lien senior secured revolving loan			S +			5.75%			10.05%			3/28/2025			3/28/2029			1,564						469						469						0.03		%
Vintage Parts, Inc			First lien senior secured term loan			S +			5.75%			10.05%			3/28/2025			3/28/2029			16,592						16,385						16,384						0.95		%
Wolf Gordon Inc (6)			First lien senior secured revolving loan			P +			4.25%			11.75%			5/1/2024			5/1/2029			3,809						(62)						(57)						0.00		%
Wolf Gordon Inc			First lien senior secured term loan			S +			5.25%			9.55%			5/1/2024			5/1/2029			19,422						19,105						19,136						1.10		%
																											287,986						288,689						16.70		%
Water utilities
Diamondback Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.29%			10/15/2024			7/22/2026			$	3,661					$	3,632					$	3,642					0.21		%
Diamondback Buyer, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.30%			7/28/2023			7/22/2026			75						—						—						0.00		%
Diamondback Buyer, LLC			First lien senior secured term loan			S +			5.00%			9.30%			7/28/2023			7/22/2026			1,417						1,411						1,409						0.07		%
																											5,043						5,051						0.28		%
Total non-controlled/non-affiliated senior secured debt																											$	3,304,409					$	3,298,945					190.87		%
Non-controlled/non-affiliated sponsor subordinated notes
Trading companies and distributors
Empire Equipment Company, LLC			Sponsor subordinated note			12.50% + 7.00% PIK						19.50%			7/28/2023			7/17/2026			$	16					$	15					$	16					0.01		%
Total non-controlled/non-affiliated sponsor subordinated notes																											15						16						0.01		%
Total non-controlled/non-affiliated investments																											$	3,304,424					$	3,298,961					190.88		%
Non-controlled/affiliated investments
Multisector holdings
Twin Brook Equity Holdings, LLC (31)(32)(33)			Equity - 15.42% membership interest																								$	77,838					$	85,539					4.95		%

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

33

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Twin Brook Segregated Equity Holdings, LLC (31)(32)(33)			Equity - 2.11% membership interest																								19						19						0.00		%
Total non-controlled/affiliated investments																											77,857						85,558						4.95		%
Total investments																											$	3,382,281					$	3,384,519					195.83		%

(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 March 31, 2025, the reference rates for the floating rate loans were the Term SOFR of 4.41%, the Prime Rate of 7.50%, and the Term CORRA of 2.77%. 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 March 31, 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 March 31, 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 March 31, 2025.

(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%.

(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 $322,225 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 $6,550 on which the borrower pays 6.00%.

(18)Principal balance includes reserve for letter of credit of $163,717 on which the borrower pays 6.25%.

(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 $1,803 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 $605,383 on which the borrower pays 6.00%.

(23)Principal balance includes reserve for letter of credit of $948,688 on which the borrower pays 5.50%.

(24)Principal balance includes reserve for letter of credit of $5,625 on which the borrower pays 6.00%.

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

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

(25)Principal balance includes reserve for letter of credit of $429,910 on which the borrower pays 5.50%.

(26)Principal balance includes reserve for letter of credit of $62,209 on which the borrower pays 5.00%.

(27)Principal balance includes reserve for letter of credit of $2,248 on which the borrower pays 5.00%.

(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 March 31, 2025, the aggregate fair value of these securities is $85,558 or 4.95% of the Company's net assets.

(34)Non-income producing investment.

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

35

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Foreign currency forward contracts

Counterparty

Currency Purchased

Currency Sold

Settlement

Unrealized Appreciation/ (Depreciation)

Wells Fargo Bank, National Association

USD 424

CAD 608

1/24/2025

$

1

Total

$

1

Currency Abbreviations:

USD - U.S. Dollar

CAD - Canadian Dollar

Interest Rate Swaps
Counterparty			Hedged Instrument			Company Receives			Company Pays			Maturity Date			Notional Amount			Fair Value			Upfront Payments/Receipts			Unrealized Appreciation/(Depreciation)
Morgan Stanley Capital Services, LLC			Series A, Tranche A Notes			7.6900%			S + 3.547%			3/19/2027			$	90,000		$	605		$	—		$	605
Morgan Stanley Capital Services, LLC			Series A, Tranche B Notes			7.7800%			S + 3.8660%			3/19/2029			150,000			1,458			—			1,458
MUFG Bank, Ltd.			Series B, Tranche A Notes			6.4200%			S + 3.1224%			10/15/2028			20			(311)			—			(311)
MUFG Bank, Ltd.			Series B, Tranche A Notes			6.4200%			S + 3.1158%			10/15/2028			65			(998)			—			(998)
Wells Fargo Bank, N.A.			Series B, Tranche C Notes			6.5200%			S + 3.1810%			10/15/2029			100			(1,819)			—			(1,819)
Morgan Stanley Capital Services, LLC			Series B, Tranche C Notes			6.5200%			S + 3.3840%			10/15/2029			50			(1,088)			—			(1,088)
MUFG Bank, Ltd.			Series B, Tranche C Notes			6.5200%			S + 3.2432%			10/15/2029			50			(1,069)			—			(1,069)
MUFG Bank, Ltd.			Series B, Tranche C Notes			6.5200%			S + 3.2659%			10/15/2029			90			(2,005)			—			(2,005)
Total																		$	(5,227)		$	—		$	(5,227)

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

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of March 31, 2025

(Amounts in thousands)

(Unaudited)

Interest Rate Options
Counterparty			Instrument			Company Receives			Company Sold			Maturity Date			Notional Amount			Fair Value			Upfront Payments/Receipts			Unrealized Appreciation/(Depreciation)
Wells Fargo Bank, N.A.			Sold SOFR Floor with Annnuitized Premium			0.08% Semiannual premium			1.00% 3M SOFR Floor			4/15/2029			$	100,000		234			—			234
Morgan Stanley Capital Services, LLC			Sold SOFR Floor with Annnuitized Premium			0.09% Quarterly premium			1.00% 3M SOFR Floor			4/15/2029			50,000			142			—			142
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.06% Quarterly premium			1.00% 3M SOFR Floor			7/15/2028			20,000			32			—			32
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.09% Quarterly premium			1.00% 3M SOFR Floor			4/15/2029			50,000			117			—			117
Morgan Stanley Capital Services, LLC			Sold SOFR Floor with Annnuitized Premium			0.07% Semiannual premium			1.00% 3M SOFR Floor			12/19/2026			90,000			57			—			57
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.06% Quarterly premium			1.00% 3M SOFR Floor			7/15/2028			65,000			105			—			105
Morgan Stanley Capital Services, LLC			Sold SOFR Floor with Annnuitized Premium			0.11% Semiannual premium			1.00% 3M SOFR Floor			9/19/2028			150,000			350			—			350
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.09% Quarterly premium			1.00% 3M SOFR Floor			4/15/2029			90,000			210			—			210
Total																		$	1,247		$	—		$	1,247

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

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity 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 loan			S +			5.00%			9.59		%	7/29/2024			7/29/2030			$	3,028					$	(28)					$	(22)					0.00		%
AlphaCoin LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.52		%	7/29/2024			7/29/2030			4,509						(84)						(77)						0.00		%
AlphaCoin LLC			First lien senior secured term loan			S +			5.00%			9.59		%	7/29/2024			7/29/2030			19,933						19,549						19,593						1.27		%
Mattco Forge, Inc (6)			First lien senior secured revolving loan			S +			5.00%			9.35		%	12/19/2024			12/19/2030			4,307						(65)						(65)						0.00		%
Mattco Forge, Inc			First lien senior secured term loan			S +			5.00%			9.35		%	12/19/2024			12/19/2030			46,274						45,583						45,579						2.96		%
																											64,955						65,008						4.23		%
Air freight and logistics
Load One Purchaser Corporation			First lien senior secured revolving loan			P +			5.25%			12.75		%	6/21/2022			6/21/2027			$	3,557					$	303					$	306					0.02		%
Load One Purchaser Corporation			First lien senior secured term loan			S +			6.25%			11.14		%	10/23/2024			6/21/2028			997						978						982						0.06		%
Load One Purchaser Corporation			First lien senior secured term loan			S +			6.25%			10.84		%	6/21/2022			6/21/2028			13,999						13,773						13,786						0.89		%
Zipline Logistics, LLC			First lien senior secured revolving loan			S +			6.00%			11.01		%	9/19/2022			9/19/2027			1,687						1,088						1,055						0.07		%
Zipline Logistics, LLC			First lien senior secured revolving loan			S +			4.00% + 2.00% PIK			11.01		%	9/19/2022			9/19/2027			6						6						6						0.00		%
Zipline Logistics, LLC			First lien senior secured term loan			S +			4.00% + 2.00% PIK			11.01		%	9/19/2022			9/19/2027			6,843						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 loan			S +			6.00%			10.47		%	1/10/2023			1/10/2028			$	1,523					$	(23)					$	(22)					0.00		%
A.P.A. Industries, LLC			First lien senior secured term loan			S +			6.00%			10.47		%	1/10/2023			1/10/2028			8,529						8,386						8,394						0.54		%
AvCarb, LLC			First lien senior secured delayed draw term loan			S +			2.00%			6.67		%	7/28/2023			11/12/2026			243						240						235						0.02		%
AvCarb, LLC			First lien senior secured revolving loan			S +			7.00%			11.71		%	7/28/2023			11/12/2026			38						5						4						—		%
AvCarb, LLC			First lien senior secured term loan			S +			2.00%			6.67		%	7/28/2023			11/12/2026			519						514						501						0.03		%
Bestop, Inc (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.58		%	3/29/2024			3/29/2029			6,774						(115)						(102)						(0.01)		%
Bestop, Inc			First lien senior secured revolving loan			S +			5.25%			9.72		%	3/29/2024			3/29/2029			7,081						1,119						1,133						0.07		%
Bestop, Inc			First lien senior secured term loan			S +			5.25%			9.58		%	3/29/2024			3/29/2029			44,026						43,252						43,365						2.81		%
BSC ASI BUYER, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.33		%	12/31/2024			12/31/2027			3,661						(37)						(37)						0.00		%
BSC ASI BUYER, LLC			First lien senior secured term loan			S +			5.00%			9.33		%	12/31/2024			12/31/2027			29,825						29,527						29,527						1.92		%
Certified Collision Group Acquisition Corp (6)			First lien senior secured revolving loan			S +			5.00%			9.33		%	7/28/2023			5/17/2027			19						—						—						0.00		%

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

38

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Certified Collision Group Acquisition Corp			First lien senior secured term loan			S +			5.00%			9.33		%	7/28/2023			5/17/2027			1,103						1,094						1,093						0.07		%
Raneys, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.29		%	2/17/2023			6/7/2027			4,835						4,762						4,774						0.31		%
Raneys, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.19		%	6/7/2022			6/7/2027			1,964						(27)						(25)						0.00		%
Raneys, LLC			First lien senior secured term loan			S +			5.75%			10.19		%	6/7/2022			6/7/2027			13,453						13,262						13,285						0.86		%
Vehicle Accessories, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.72		%	7/28/2023			11/30/2026			877						(9)						(9)						0.00		%
Vehicle Accessories, Inc			First lien senior secured term loan			S +			5.25%			9.72		%	7/28/2023			11/30/2026			11,238						11,128						11,120						0.72		%
																											113,078						113,236						7.34		%
Building products
US Anchors Group Inc (6)			First lien senior secured revolving loan			S +			5.00		%	9.33		%	7/15/2024			7/15/2029			3,275						(59)						(55)						0.00		%
US Anchors Group Inc			First lien senior secured term loan			S +			5.00		%	9.33		%	7/15/2024			7/15/2029			17,573						17,242						17,274						1.12		%
																											17,183						17,219						1.12		%
Chemicals
AM Buyer, LLC			First lien senior secured revolving loan			S +			6.75%			11.62		%	7/28/2023			5/1/2025			$	111					$	79					$	79					0.01		%
AM Buyer, LLC			First lien senior secured term loan			S +			6.75%			11.34		%	7/28/2023			5/1/2025			460						459						459						0.03		%
Answer Acquisition, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.48		%	7/28/2023			12/30/2026			759						(8)						(6)						0.00		%
Answer Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.48		%	7/28/2023			12/30/2026			1,665						1,655						1,651						0.11		%
Answer Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.48		%	1/16/2024			12/30/2026			851						842						845						0.05		%
Answer Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.48		%	6/7/2024			12/30/2026			9,923						9,763						9,845						0.64		%
Custom Agronomics Holdings, LLC			First lien senior secured revolving loan			S +			6.50%			11.09		%	8/30/2022			8/26/2027			2,357						1,543						1,541						0.10		%
Custom Agronomics Holdings, LLC			First lien senior secured term loan			S +			6.50%			11.09		%	8/30/2022			8/26/2027			4,082						4,026						4,030						0.26		%
Custom Agronomics Holdings, LLC			First lien senior secured term loan			S +			6.50%			11.09		%	3/25/2024			8/26/2027			2,517						2,485						2,485						0.16		%
Polycorp Ltd (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.11		%	1/24/2024			1/24/2030			14,860						(126)						(98)						(0.01)		%
Polycorp Ltd (6)			First lien senior secured revolving loan			S +			5.75%			10.11		%	1/24/2024			1/24/2030			3,723						(63)						(58)						—		%
Polycorp Ltd			First lien senior secured term loan			S +			5.75%			10.11		%	1/24/2024			1/24/2030			18,055						17,785						17,759						1.15		%
Teel Plastics, LLC (6)			First lien senior secured revolving loan			P +			4.00%			11.50		%	7/28/2023			1/24/2025			324						—						—						—		%
Teel Plastics, LLC			First lien senior secured term loan			S +			5.00%			9.47		%	7/28/2023			1/24/2025			1,751						1,751						1,750						0.11		%
																											40,191						40,282						2.61		%
Commercial services and supplies
Alliance Environmental Group, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	7/28/2023			12/30/2027			$	57					$	56					$	44					0.00		%
Alliance Environmental Group, LLC			First lien senior secured revolving loan			S +			6.00%			10.59		%	7/28/2023			12/30/2027			38						37						29						0.00		%
Alliance Environmental Group, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			12/30/2027			2,255						2,213						1,771						0.11		%
CARDS Acquisition, Inc (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.58		%	8/12/2024			8/12/2029			23,837						(439)						(405)						(0.03)		%
CARDS Acquisition, Inc			First lien senior secured revolving loan			S +			5.25%			9.65		%	8/12/2024			8/12/2029			8,843						5,506						5,518						0.36		%
CARDS Acquisition, Inc			First lien senior secured term loan			S +			5.25%			9.58		%	8/12/2024			8/12/2029			41,214						40,435						40,503						2.63		%
Edko Acquisition, LLC (10)			First lien senior secured revolving loan			S +			6.00%			10.59		%	7/28/2023			6/25/2026			38						11						11						0.00		%

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

39

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Edko Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			6/25/2026			1,111						1,105						1,102						0.07		%
Franchise Fastlane, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.72		%	7/28/2023			5/2/2027			15						—						—						0.00		%
Franchise Fastlane, LLC			First lien senior secured term loan			S +			5.25%			9.72		%	7/28/2023			5/2/2027			1,121						1,112						1,110						0.07		%
Gold Medal Holdings, Inc (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.08		%	6/14/2024			3/17/2027			2,831						(23)						(19)						0.00		%
Gold Medal Holdings, Inc (11)			First lien senior secured revolving loan			S +			5.75%			10.08		%	7/28/2023			3/17/2027			1,444						277						279						0.02		%
Gold Medal Holdings, Inc			First lien senior secured term loan			S +			5.75%			10.08		%	7/28/2023			3/17/2027			12,086						11,989						12,005						0.78		%
Green Monster Acquisition, LLC			First lien senior secured revolving loan			S +			6.00%			10.78		%	7/28/2023			12/28/2026			38						37						37						0.00		%
Green Monster Acquisition, LLC			First lien senior secured term loan			S +			6.00%			10.78		%	7/28/2023			12/28/2026			1,146						1,139						1,136						0.07		%
HLSG Intermediate, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.72		%	7/28/2023			3/31/2028			94						93						93						0.01		%
HLSG Intermediate, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.72		%	10/6/2023			3/31/2028			352						347						350						0.02		%
HLSG Intermediate, LLC			First lien senior secured revolving loan			S +			6.25%			10.72		%	7/28/2023			3/31/2028			60						43						43						0.00		%
HLSG Intermediate, LLC			First lien senior secured term loan			S +			6.25%			10.72		%	7/28/2023			3/31/2028			639						628						635						0.04		%
HLSG Intermediate, LLC			First lien senior secured term loan			S +			6.25%			10.72		%	10/6/2023			3/31/2028			984						981						979						0.06		%
Industrial Air Flow Dynamics, Inc			First lien senior secured revolving loan			S +			6.25%			10.95		%	8/5/2022			8/5/2028			2,537						2,507						2,510						0.16		%
Industrial Air Flow Dynamics, Inc			First lien senior secured term loan			S +			6.25%			10.99		%	8/5/2022			8/5/2028			18,461						18,223						18,260						1.18		%
Nimlok Company, LLC (6)(12)			First lien senior secured revolving loan			S +			5.50%			10.09		%	7/28/2023			11/27/2025			320						(1)						(1)						0.00		%
Nimlok Company, LLC			First lien senior secured term loan			S +			5.50%			10.09		%	7/28/2023			11/27/2025			2,606						2,598						2,595						0.17		%
Nimlok Company, LLC			First lien senior secured term loan			S +			5.50%			10.35		%	5/1/2024			11/27/2025			3,104						3,089						3,090						0.20		%
Polaris Labs Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.77		%	9/17/2024			9/17/2029			2,123						(40)						(37)						0.00		%
Polaris Labs Acquisition, LLC			First lien senior secured term loan			S +			5.25%			9.77		%	9/17/2024			9/17/2029			6,442						6,320						6,329						0.41		%
PRA Acquisition, LLC (6)			First lien senior secured revolving loan			S +			6.50%			10.98		%	7/28/2023			5/12/2028			56						(1)						(1)						0.00		%
PRA Acquisition, LLC			First lien senior secured term loan			S +			6.50%			10.98		%	7/28/2023			5/12/2028			599						588						587						0.04		%
Quality Liaison Services of North America, Inc (6)			First lien senior secured revolving loan			S +			6.00%			10.74		%	5/2/2023			5/2/2028			1,629						(27)						(26)						0.00		%
Quality Liaison Services of North America, Inc			First lien senior secured term loan			S +			6.00%			10.74		%	5/2/2023			5/2/2028			12,564						12,347						12,358						0.80		%
Steel City Wash, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	7/28/2023			12/27/2026			140						139						139						0.01		%
Steel City Wash, LLC			First lien senior secured revolving loan			S +			6.00%			10.59		%	7/28/2023			12/27/2026			38						26						26						0.00		%
Steel City Wash, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			12/27/2026			5,557						5,524						5,533						0.36		%
																											116,839						116,583						7.54		%
Construction and engineering
BCI Burke Holding Corp			First lien senior secured delayed draw term loan			S +			5.75%			10.08		%	7/28/2023			12/14/2027			$	1,572					$	1,554					$	1,558					0.10		%
BCI Burke Holding Corp (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.08		%	10/10/2024			12/14/2027			6,588						(61)						(61)						0.00		%
BCI Burke Holding Corp (6)			First lien senior secured revolving loan			S +			5.75%			10.08		%	7/28/2023			12/14/2027			2,447						(25)						(23)						0.00		%
BCI Burke Holding Corp			First lien senior secured term loan			S +			5.75%			10.08		%	7/28/2023			12/14/2027			6,484						6,413						6,424						0.42		%

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

40

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
BCI Burke Holding Corp			First lien senior secured term loan			S +			5.75%			10.08		%	10/10/2024			12/14/2027			11,942						11,834						11,831						0.77		%
Highland Acquisition, Inc			First lien senior secured revolving loan			S +			5.25%			9.61		%	7/28/2023			3/9/2027			2,213						414						412						0.03		%
Highland Acquisition, Inc			First lien senior secured term loan			S +			5.25%			9.61		%	7/28/2023			3/9/2027			10,836						10,692						10,688						0.69		%
Ironhorse Purchaser, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.61		%	9/30/2022			9/30/2027			9,225						9,125						9,178						0.60		%
Ironhorse Purchaser, LLC (13)			First lien senior secured revolving loan			S +			5.25%			9.61		%	9/30/2022			9/30/2027			5,813						1,813						1,830						0.12		%
Ironhorse Purchaser, LLC			First lien senior secured term loan			S +			5.25%			9.61		%	9/30/2022			9/30/2027			29,993						29,615						29,653						1.92		%
Rose Paving, LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.33		%	11/27/2024			11/7/2029			3,741						1,001						981						0.06		%
Rose Paving, LLC			First lien senior secured revolving loan			S +			5.00%			9.52		%	11/7/2022			11/7/2028			8,626						3,238						3,260						0.21		%
Rose Paving, LLC			First lien senior secured term loan			S +			5.00%			9.52		%	11/7/2022			11/7/2028			17,251						16,918						16,996						1.10		%
Rose Paving, LLC			First lien senior secured term loan			S +			5.00%			9.52		%	5/1/2024			11/7/2028			1,785						1,746						1,759						0.11		%
Rose Paving, LLC			First lien senior secured term loan			S +			5.00%			9.52		%	11/27/2024			11/7/2029			13,155						12,962						12,961						0.84		%
																											107,239						107,447						6.97		%
Containers and packaging
Bulk Lift International, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.84		%	7/28/2023			11/15/2027			$	126					$	124					$	124					0.01		%
Bulk Lift International, LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.84		%	11/15/2022			11/15/2027			1,801						(28)						(30)						0.00		%
Bulk Lift International, LLC			First lien senior secured term loan			S +			6.25%			10.84		%	11/15/2022			11/15/2027			8,124						7,978						7,987						0.52		%
Innovative FlexPak, LLC (8)			First lien senior secured revolving loan			S +			7.00%			11.47		%	7/28/2023			1/23/2026			627						313						127						0.01		%
Innovative FlexPak, LLC (8)			First lien senior secured term loan			S +			7.00%			11.47		%	7/28/2023			1/23/2026			2,616						2,274						1,499						0.10		%
Innovative FlexPak, LLC (8)			First lien senior secured term loan			S +			20.00% PIK			20.00		%	7/28/2023			1/23/2026			735						567						421						0.03		%
Johns Byrne LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.33		%	8/31/2023			8/31/2029			2,578						(49)						(47)						0.00		%
Johns Byrne LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.33		%	8/31/2023			8/31/2029			1,460						(28)						(27)						0.00		%
Johns Byrne LLC			First lien senior secured term loan			S +			6.00%			10.33		%	8/31/2023			8/31/2029			9,547						9,354						9,362						0.61		%
K-1 Packaging Group LLC			First lien senior secured revolving loan			S +			6.25%			10.70		%	10/6/2022			10/6/2027			6,748						75						80						0.01		%
K-1 Packaging Group LLC			First lien senior secured term loan			S +			6.25%			10.84		%	10/6/2022			10/6/2027			31,086						30,586						30,635						1.99		%
MRC Keeler Acquisition LLC			First lien senior secured delayed draw term loan			S +			6.00% + 0.50% PIK			10.98		%	7/28/2023			12/4/2025			4						4						4						0.00		%
MRC Keeler Acquisition LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.48		%	7/28/2023			12/4/2025			150						(1)						(5)						0.00		%
MRC Keeler Acquisition LLC			First lien senior secured term loan			S +			6.00% + 0.50% PIK			10.98		%	7/28/2023			12/4/2025			908						904						879						0.06		%
Sixarp, LLC			First lien senior secured revolving loan			S +			5.50%			10.13		%	8/5/2022			8/5/2027			3,732						1,641						1,644						0.11		%
Sixarp, LLC			First lien senior secured term loan			S +			5.50%			10.09		%	8/5/2022			8/5/2027			19,428						19,180						19,199						1.25		%
Vanguard Packaging, LLC			First lien senior secured revolving loan			S +			5.00%			9.47		%	3/29/2024			8/9/2026			4,408						565						571						0.04		%
Vanguard Packaging, LLC			First lien senior secured term loan			S +			5.00%			9.47		%	3/29/2024			8/9/2026			10,194						10,139						10,143						0.66		%

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

41

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
																											83,598						82,566						5.40		%
Distributors
RTP Acquisition, LLC			First lien senior secured revolving loan			S +			3.50% + 2.25% PIK			13.25		%	7/28/2023			8/17/2026			$	38					$	22					$	22					0.00		%
RTP Acquisition, LLC			First lien senior secured term loan			S +			4.50% + 2.25% PIK			13.85		%	7/28/2023			8/17/2026			2,715						2,670						2,642						0.17		%
																											2,692						2,664						0.17		%
Diversified consumer services

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

42

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
50Floor, LLC			First lien senior secured revolving loan			S +			3.00% + 3.00% PIK			10.48		%	7/28/2023			12/31/2025			$	206					$	57					$	28					0.00		%
50Floor, LLC			First lien senior secured term loan			S +			3.00% + 3.00% PIK			10.48		%	7/28/2023			12/31/2026			1,055						1,034						898						0.06		%
ACES Intermediate, Inc (6)			First lien senior secured revolving loan			S +			5.50%			9.97		%	7/27/2022			7/27/2027			7,114						(73)						(67)						0.00		%
ACES Intermediate, Inc			First lien senior secured term loan			S +			5.50%			9.97		%	7/27/2022			7/27/2027			30,388						30,028						30,049						1.95		%
CL Services Acquisition, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.86		%	4/25/2023			4/25/2028			7,205						5,645						5,651						0.37		%
CL Services Acquisition, LLC (6)			First lien senior secured delayed draw term loan			S +			6.25%			10.99		%	5/7/2024			4/25/2028			8,474						(142)						(151)						(0.01)		%
CL Services Acquisition, LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.92		%	4/25/2023			4/25/2028			1,629						(30)						(29)						0.00		%
CL Services Acquisition, LLC			First lien senior secured term loan			S +			6.25%			10.99		%	4/25/2023			4/25/2028			10,118						9,906						9,938						0.64		%
Esquire Deposition Solutions, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.58		%	12/30/2022			12/30/2027			6,966						6,843						6,892						0.45		%
Esquire Deposition Solutions, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.58		%	9/20/2023			12/30/2027			6,741						6,635						6,670						0.43		%
Esquire Deposition Solutions, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.58		%	12/30/2022			12/30/2027			7,666						(122)						(82)						(0.01)		%
Esquire Deposition Solutions, LLC			First lien senior secured term loan			S +			5.25%			9.58		%	12/30/2022			12/30/2027			48,234						47,411						47,720						3.10		%
Harley Exteriors Acquisition, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			10.09		%	8/2/2024			8/1/2029			3,929						(72)						(66)						0.00		%
Harley Exteriors Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.50%			10.09		%	8/2/2024			8/2/2029			1,322						(24)						(22)						0.00		%
Harley Exteriors Acquisition, LLC			First lien senior secured term loan			S +			5.50%			10.09		%	8/2/2024			8/2/2029			8,524						8,364						8,377						0.54		%
Home Brands Group Holdings, Inc (6)			First lien senior secured revolving loan			S +			4.75%			9.49		%	7/28/2023			11/8/2026			48						—						—						—		%
Home Brands Group Holdings, Inc			First lien senior secured term loan			S +			4.75%			9.49		%	7/28/2023			11/8/2026			1,534						1,526						1,522						0.10		%
HTI Intermediate, LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.47		%	3/1/2024			3/1/2030			2,354						(20)						(16)						0.00		%
HTI Intermediate, LLC			First lien senior secured revolving loan			S +			5.00%			9.44		%	3/1/2024			3/1/2030			1,573						130						132						0.01		%
HTI Intermediate, LLC			First lien senior secured term loan			S +			5.00%			9.47		%	3/1/2024			3/1/2030			5,059						4,969						4,980						0.32		%
ISSA, LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.58		%	7/28/2023			3/1/2027			131						(2)						(2)						—		%
ISSA, LLC			First lien senior secured term loan			S +			6.25%			10.58		%	7/28/2023			3/1/2027			1,839						1,817						1,813						0.12		%
Juniper Landscaping Holdings LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.87		%	11/13/2023			12/29/2026			7,032						5,775						5,814						0.38		%
Juniper Landscaping Holdings LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.85		%	7/28/2023			12/29/2026			86						86						86						0.01		%
Juniper Landscaping Holdings LLC (14)			First lien senior secured revolving loan			S +			6.25%			10.81		%	7/28/2023			12/29/2026			820						345						349						0.02		%
Juniper Landscaping Holdings LLC			First lien senior secured term loan			S +			6.25%			10.84		%	7/28/2023			12/29/2026			3,002						2,971						2,977						0.19		%
Lawn Care Holdings Purchaser, Inc			First lien senior secured delayed draw term loan			S +			5.00%			9.33		%	10/24/2023			10/24/2028			4,566						4,450						4,510						0.29		%
Lawn Care Holdings Purchaser, Inc			First lien senior secured delayed draw term loan			S +			5.00%			9.37		%	11/22/2024			10/24/2028			13,962						3,227						3,227						0.21		%

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

43

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Lawn Care Holdings Purchaser, Inc (6)			First lien senior secured revolving loan			S +			5.00%			9.44		%	10/24/2023			10/24/2028			2,698						(44)						(33)						—		%
Lawn Care Holdings Purchaser, Inc			First lien senior secured term loan			S +			5.00%			9.44		%	10/24/2023			10/24/2028			7,192						7,057						7,104						0.46		%
PPW Acquisition, LLC			First lien senior secured revolving loan			S +			6.75%			11.72		%	7/28/2023			9/30/2026			38						27						26						—		%
PPW Acquisition, LLC			First lien senior secured term loan			S +			4.33% + 2.50% PIK			11.34		%	7/28/2023			9/30/2026			613						600						583						0.04		%
Premier Early Childhood Education Partners LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	11/22/2023			11/22/2028			10,919						10,692						10,755						0.70		%
Premier Early Childhood Education Partners LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.57		%	9/25/2024			11/22/2028			9,048						2,627						2,651						0.17		%
Premier Early Childhood Education Partners LLC			First lien senior secured revolving loan			S +			6.00%			10.59		%	11/22/2023			11/22/2028			1,380						1,351						1,359						0.09		%
Premier Early Childhood Education Partners LLC			First lien senior secured term loan			S +			6.00%			10.59		%	11/22/2023			11/22/2028			8,229						8,049						8,106						0.53		%
TSR Concrete Coatings, LLC			First lien senior secured revolving loan			S +			6.00%			10.55		%	9/22/2023			9/22/2028			1,534						968						970						0.06		%
TSR Concrete Coatings, LLC			First lien senior secured term loan			S +			6.00%			10.48		%	9/22/2023			9/22/2028			6,148						6,028						6,033						0.39		%
United Land Services Opco Parent, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	7/28/2023			3/23/2026			1,607						1,376						1,373						0.09		%
United Land Services Opco Parent, LLC (15)			First lien senior secured revolving loan			S +			6.00%			10.33		%	7/28/2023			3/23/2026			150						35						35						—		%
United Land Services Opco Parent, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			3/23/2026			352						349						349						0.02		%
Yard-Nique, Inc			First lien senior secured delayed draw term loan			S +			7.00%			11.48		%	8/8/2022			4/30/2026			2,568						2,550						2,549						0.17		%
Yard-Nique, Inc			First lien senior secured revolving loan			S +			7.00%			11.48		%	8/8/2022			4/30/2026			1,947						1,117						1,126						0.07		%
Yard-Nique, Inc			First lien senior secured term loan			S +			7.00%			11.48		%	8/8/2022			4/30/2026			7,000						6,940						6,949						0.45		%
																											190,456						191,133						12.41		%
Diversified telecommunication services
ISPN Intermediate, LLC			First lien senior secured revolving loan			S +			5.25%			9.61		%	12/6/2024			12/6/2030			$	861					$	131					$	131					0.01		%
ISPN Intermediate, LLC			First lien senior secured term loan			S +			5.25%			9.61		%	12/6/2024			12/6/2030			6,938						6,836						6,834						0.44		%
																											6,967						6,965						0.45		%
Electrical equipment
AEP Passion Intermediate Holdings, Inc			First lien senior secured delayed draw term loan			S +			4.60% + 1.90% PIK			10.98		%	7/28/2023			10/5/2027			$	70					$	69					$	69					0.00		%
AEP Passion Intermediate Holdings, Inc			First lien senior secured revolving loan			S +			6.50%			11.13		%	7/28/2023			10/5/2027			48						33						33						0.00		%
AEP Passion Intermediate Holdings, Inc			First lien senior secured revolving loan			S +			4.60% + 1.90% PIK			10.98		%	7/28/2023			10/5/2027			—						—						—						0.00		%
AEP Passion Intermediate Holdings, Inc			First lien senior secured term loan			S +			4.60% + 1.90% PIK			11.17		%	7/28/2023			10/5/2027			1,261						1,240						1,235						0.08		%
BPCP NSA Intermedco, Inc			First lien senior secured delayed draw term loan			S +			4.75%			9.11		%	5/17/2024			5/17/2030			12,275						4,591						4,651						0.30		%
BPCP NSA Intermedco, Inc (6)			First lien senior secured revolving loan			S +			4.75%			9.11		%	5/17/2024			5/17/2030			5,930						(80)						(69)						0.00		%

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

44

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
BPCP NSA Intermedco, Inc			First lien senior secured term loan			S +			4.75%			9.11		%	5/17/2024			5/17/2030			35,013						34,525						34,594						2.24		%
WCI Volt Purchaser, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.72		%	9/15/2022			9/15/2028			2,249						(28)						(25)						0.00		%
WCI Volt Purchaser, LLC			First lien senior secured term loan			S +			5.25%			9.72		%	9/15/2022			9/15/2028			8,828						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 loan			S +			5.75%			10.22		%	7/28/2023			11/22/2025			$	324					$	—					$	—					0.00		%
Advanced Lighting Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.22		%	7/28/2023			11/22/2025			1,094						1,094						1,093						0.07		%
Nelson Name Plate Company			First lien senior secured delayed draw term loan			S +			5.75%			10.34		%	7/28/2023			10/18/2026			117						116						116						0.01		%
Nelson Name Plate Company (6)			First lien senior secured revolving loan			S +			5.75%			10.34		%	7/28/2023			10/18/2026			90						(1)						(1)						0.00		%
Nelson Name Plate Company			First lien senior secured term loan			S +			5.75%			10.34		%	7/28/2023			10/18/2026			883						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 loan			S +			6.25%			10.71		%	6/5/2024			11/17/2028			$	2,513					$	(44)					$	(41)					0.00		%
Ever Fresh Fruit Company, LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.71		%	11/17/2023			11/17/2028			1,380						(28)						(22)						0.00		%
Ever Fresh Fruit Company, LLC			First lien senior secured term loan			S +			6.25%			10.71		%	11/17/2023			11/17/2028			7,289						7,131						7,171						0.47		%
Mad Rose Company, LLC (16)			First lien senior secured revolving loan			S +			6.25%			11.03		%	7/28/2023			5/7/2026			395						50						50						—		%
Mad Rose Company, LLC			First lien senior secured term loan			S +			6.25%			11.03		%	7/28/2023			5/7/2026			2,898						2,875						2,877						0.19		%
Main Street Gourmet, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.84		%	7/28/2023			11/10/2025			41						41						41						0.00		%
Main Street Gourmet, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.84		%	7/28/2023			11/10/2025			38						—						—						0.00		%
Main Street Gourmet, LLC			First lien senior secured term loan			S +			5.25%			9.84		%	7/28/2023			11/10/2025			1,093						1,091						1,089						0.07		%
NutriScience Innovations, LLC (6)(17)			First lien senior secured revolving loan			S +			6.50%			10.83		%	7/28/2023			4/21/2026			131						(1)						(1)						0.00		%
NutriScience Innovations, LLC			First lien senior secured term loan			S +			6.50%			10.83		%	7/28/2023			4/21/2026			2,336						2,316						2,314						0.15		%
Qin's Buffalo, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.43		%	5/24/2024			5/5/2027			7,933						3,360						3,369						0.22		%
Qin's Buffalo, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.48		%	7/28/2023			5/5/2027			75						74						74						0.00		%
Qin's Buffalo, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.43		%	7/28/2023			5/5/2027			38						(1)						—						0.00		%
Qin's Buffalo, LLC			First lien senior secured term loan			S +			6.00%			10.36		%	7/28/2023			5/5/2027			526						520						520						0.03		%
SCP Beverage Buyer, LLC			First lien senior secured revolving loan			S +			5.75%			10.58		%	7/28/2023			11/24/2026			38						37						37						0.00		%
SCP Beverage Buyer, LLC			First lien senior secured term loan			S +			5.75%			10.60		%	7/28/2023			11/24/2026			7,112						7,064						7,046						0.46		%
Universal Pure, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.56		%	10/31/2022			10/31/2028			363						38						39						0.00		%
Universal Pure, LLC (18)			First lien senior secured revolving loan			S +			6.00%			10.50		%	10/31/2022			10/31/2028			7,142						5,231						5,237						0.34		%
Universal Pure, LLC			First lien senior secured term loan			S +			6.00%			10.48		%	10/31/2022			10/31/2028			17,497						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.

45

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity 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 loan			S +			6.00%			10.48		%	8/19/2022			8/19/2027			$	5,846					$	(79)					$	(58)					0.00		%
BPCP WLF Intermedco LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.48		%	12/20/2024			8/19/2028			7,615						(76)						(76)						0.00		%
BPCP WLF Intermedco LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.48		%	8/19/2022			8/19/2027			3,383						(46)						(34)						—		%
BPCP WLF Intermedco LLC			First lien senior secured term loan			S +			6.00%			10.48		%	8/19/2022			8/19/2027			24,381						24,020						24,137						1.57		%
Icelandirect, LLC			First lien senior secured revolving loan			S +			6.00%			11.06		%	7/28/2023			7/30/2026			38						32						32						0.00		%
Icelandirect, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			7/30/2026			700						696						694						0.05		%
Starwest Botanicals Acquisition, LLC			First lien senior secured revolving loan			S +			5.25%			9.72		%	7/28/2023			4/30/2028			174						81						58						0.00		%
Starwest Botanicals Acquisition, LLC			First lien senior secured term loan			S +			5.25%			9.72		%	7/28/2023			4/30/2028			791						764						661						0.04		%
Sun Orchard, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.96		%	8/2/2024			7/8/2028			6,099						(106)						(87)						(0.01)		%
Sun Orchard, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.96		%	7/8/2022			7/8/2028			5,336						(80)						(77)						0.00		%
Sun Orchard, LLC			First lien senior secured term loan			S +			5.50%			9.96		%	7/8/2022			7/8/2028			26,387						25,933						26,006						1.69		%
Treat Planet Acquisition, LLC (6)			First lien senior secured revolving loan			S +			6.50%			11.09		%	1/11/2023			1/11/2028			1,965						(36)						(34)						—		%
Treat Planet Acquisition, LLC			First lien senior secured term loan			S +			6.50%			11.09		%	1/11/2023			1/11/2028			7,155						7,010						7,015						0.46		%
Westminster Cracker Company, Inc			First lien senior secured revolving loan			S +			6.25%			10.71		%	8/30/2023			8/30/2026			1,534						139						139						0.01		%
Westminster Cracker Company, Inc			First lien senior secured term loan			S +			6.25%			10.71		%	8/30/2023			8/30/2026			9,595						9,489						9,496						0.62		%
																											67,741						67,872						4.43		%
Gas utilities
Hydromax USA, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.46		%	7/28/2023			12/30/2026			$	110					$	107					$	108					0.01		%
Hydromax USA, LLC			First lien senior secured revolving loan			S +			6.00%			10.62		%	7/28/2023			12/30/2026			228						40						43						0.00		%
Hydromax USA, LLC			First lien senior secured term loan			S +			6.00%			10.46		%	7/28/2023			12/30/2026			1,191						1,163						1,176						0.08		%
																											1,310						1,327						0.09		%
Health care equipment and supplies
626 Holdings Equity LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.85		%	7/28/2023			2/14/2028			$	222					$	220					$	219					0.01		%
626 Holdings Equity LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.85		%	4/15/2024			2/14/2028			36						—						(1)						—		%
626 Holdings Equity LLC			First lien senior secured revolving loan			S +			6.00%			10.97		%	7/28/2023			2/14/2027			75						71						71						—		%
626 Holdings Equity LLC			First lien senior secured term loan			S +			6.00%			10.85		%	7/28/2023			2/14/2028			866						856						853						0.06		%
Alcresta Buyer, Inc (6)			First lien senior secured delayed draw term loan			S +			5.50%			10.02		%	3/12/2024			3/12/2030			14,036						(243)						(222)						(0.01)		%
Alcresta Buyer, Inc (6)			First lien senior secured revolving loan			S +			5.50%			10.02		%	3/12/2024			3/12/2029			2,761						(48)						(44)						—		%
Alcresta Buyer, Inc			First lien senior secured term loan			S +			5.50%			10.02		%	3/12/2024			3/12/2030			13,239						13,007						13,033						0.85		%
EMSAR Acquisition LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.09		%	7/28/2023			3/30/2026			211						210						210						0.01		%
EMSAR Acquisition LLC			First lien senior secured revolving loan			S +			6.50%			11.12		%	7/28/2023			3/30/2026			134						133						133						0.01		%
EMSAR Acquisition LLC			First lien senior secured term loan			S +			6.50%			11.09		%	7/28/2023			3/30/2026			1,026						1,015						1,018						0.07		%

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

46

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Medical Technology Associates, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.83		%	7/25/2022			7/25/2028			1,966						(34)						(22)						—		%
Medical Technology Associates, LLC			First lien senior secured term loan			S +			5.50%			9.83		%	7/25/2022			7/25/2028			22,705						22,301						22,450						1.46		%
Nasco Healthcare Inc.			First lien senior secured revolving loan			S +			5.75%			10.15		%	12/13/2024			6/30/2028			2,937						925						926						0.06		%
Nasco Healthcare Inc.			First lien senior secured term loan			S +			5.75%			10.15		%	12/13/2024			6/30/2028			11,793						11,676						11,675						0.76		%
NWI Merger Sub, Inc (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.71		%	12/4/2024			12/4/2029			6,438						(127)						(127)						(0.01)		%
NWI Merger Sub, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.71		%	12/4/2024			12/4/2029			2,495						(49)						(49)						—		%
NWI Merger Sub, Inc			First lien senior secured term loan			S +			5.25%			9.71		%	12/4/2024			12/4/2029			16,953						16,619						16,614						1.08		%
Reliable Medical Supply LLC			First lien senior secured delayed draw term loan			S +			6.75%			11.34		%	7/28/2023			4/8/2025			140						140						140						0.01		%
Reliable Medical Supply LLC			First lien senior secured revolving loan			S +			6.75%			11.60		%	7/28/2023			4/8/2025			2,013						1,998						1,997						0.13		%
Reliable Medical Supply LLC			First lien senior secured term loan			S +			6.75%			11.35		%	7/28/2023			4/8/2025			3,282						3,270						3,267						0.21		%
SCA Buyer, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.35		%	7/28/2023			1/20/2026			277						272						272						0.02		%
SCA Buyer, LLC			First lien senior secured revolving loan			S +			6.50%			11.33		%	7/28/2023			1/20/2027			133						131						131						0.01		%
SCA Buyer, LLC			First lien senior secured term loan			S +			6.50%			11.32		%	7/28/2023			1/20/2026			3,573						3,494						3,513						0.23		%
Spectrum Solutions, LLC			First lien senior secured delayed draw term loan			18.00% PIK						18.00		%	5/3/2024			3/5/2026			116						109						62						—		%
Spectrum Solutions, LLC			First lien senior secured delayed draw term loan			15.00% PIK						15.00		%	7/28/2023			3/5/2026			226						218						224						0.01		%
Spectrum Solutions, LLC			First lien senior secured revolving loan			S +			6.25%			10.95		%	7/28/2023			3/5/2026			283						155						44						—		%
Spectrum Solutions, LLC			First lien senior secured term loan			S +			6.25%			10.84		%	7/28/2023			3/5/2026			579						526						307						0.02		%
Surplus Solutions, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.84		%	9/30/2024			11/30/2027			4,664						(64)						(70)						—		%
Surplus Solutions, LLC			First lien senior secured revolving loan			S +			5.25%			9.84		%	11/30/2022			11/30/2027			1,771						319						327						0.02		%
Surplus Solutions, LLC			First lien senior secured term loan			S +			5.25%			9.84		%	11/30/2022			11/30/2027			16,283						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 loan			S +			7.00%			11.59		%	11/29/2022			11/29/2027			$	1,062					$	(15)					$	(15)					0.00		%
ADVI Health, LLC			First lien senior secured term loan			S +			7.00%			11.59		%	11/29/2022			11/29/2027			6,112						6,013						6,019						0.39		%
Advocate RCM Acquisition Corp (6)			First lien senior secured revolving loan			S +			6.00%			10.43		%	12/22/2023			12/22/2026			2,902						(34)						(32)						0.00		%
Advocate RCM Acquisition Corp			First lien senior secured term loan			S +			6.00%			10.43		%	12/22/2023			12/22/2026			18,226						18,000						18,017						1.17		%
Agility Intermediate, Inc			First lien senior secured delayed draw term loan			S +			7.00%			11.59		%	7/28/2023			4/15/2026			109						107						103						0.01		%
Agility Intermediate, Inc			First lien senior secured revolving loan			S +			7.00%			11.59		%	7/28/2023			4/15/2026			134						78						74						0.00		%
Agility Intermediate, Inc			First lien senior secured term loan			S +			7.00%			11.59		%	7/28/2023			4/15/2026			237						233						226						0.01		%
American Family Care, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.43		%	2/29/2024			2/28/2029			4,424						350						355						0.02		%
American Family Care, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.43		%	2/29/2024			2/28/2029			1,775						(37)						(35)						0.00		%
American Family Care, LLC			First lien senior secured term loan			S +			6.00%			10.43		%	2/29/2024			2/28/2029			11,516						11,267						11,284						0.73		%

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

47

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
ASC Ortho Management Company, LLC			First lien senior secured delayed draw term loan			S +			4.33% + 2.50% PIK			11.43		%	7/28/2023			12/31/2026			322						318						316						0.02		%
ASC Ortho Management Company, LLC			First lien senior secured revolving loan			S +			7.00%			11.59		%	7/28/2023			12/31/2026			38						20						19						0.00		%
ASC Ortho Management Company, LLC			First lien senior secured term loan			S +			4.33% + 2.50% PIK			11.43		%	7/28/2023			12/31/2026			510						504						500						0.03		%
Ascend Plastic Surgery Partners MSO LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.33		%	5/3/2024			5/3/2029			20,682						(359)						(335)						(0.02)		%
Ascend Plastic Surgery Partners MSO LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.33		%	5/3/2024			5/3/2029			4,197						(73)						(67)						0.00		%
Ascend Plastic Surgery Partners MSO LLC			First lien senior secured term loan			S +			5.00%			9.33		%	5/3/2024			5/3/2029			6,860						6,737						6,748						0.44		%
ASP Global Holdings, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.61		%	7/31/2024			7/31/2029			19,204						13,350						13,378						0.87		%
ASP Global Holdings, LLC			First lien senior secured revolving loan			S +			5.25%			10.03		%	7/31/2024			7/31/2029			6,555						2,065						2,074						0.13		%
ASP Global Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.61		%	7/31/2024			7/31/2029			40,969						40,358						40,268						2.61		%
Beacon Oral Specialists Management LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.33		%	7/28/2023			12/14/2026			821						815						813						0.05		%
Beacon Oral Specialists Management LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.33		%	7/28/2023			12/14/2026			188						(2)						(2)						—		%
Beacon Oral Specialists Management LLC			First lien senior secured term loan			S +			6.00%			10.33		%	7/28/2023			12/14/2026			912						904						903						0.06		%
Beghou Consulting, LLC (19)			First lien senior secured revolving loan			S +			5.00%			9.34		%	5/1/2023			5/1/2028			2,714						1,521						1,523						0.10		%
Beghou Consulting, LLC			First lien senior secured term loan			S +			5.00%			9.33		%	5/1/2023			5/1/2028			15,235						14,895						14,906						0.97		%
Behavior Frontiers, LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	4/4/2024			5/21/2026			1,306						(13)						(13)						0.00		%
Behavior Frontiers, LLC (6)(20)			First lien senior secured revolving loan			S +			6.00%			10.59		%	7/28/2023			5/21/2026			38						(1)						—						0.00		%
Behavior Frontiers, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			5/21/2026			572						557						566						0.04		%
BPCP EE Intermedco LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.73		%	4/3/2023			4/3/2028			3,182						1,982						1,984						0.13		%
BPCP EE Intermedco LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.73		%	4/3/2023			4/3/2028			2,244						(40)						(38)						—		%
BPCP EE Intermedco LLC			First lien senior secured term loan			S +			6.25%			10.73		%	4/3/2023			4/3/2028			6,428						6,302						6,306						0.41		%
Brightview, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.47		%	7/28/2023			12/14/2026			47						47						47						0.00		%
Brightview, LLC			First lien senior secured revolving loan			S +			6.00%			10.47		%	7/28/2023			12/14/2026			52						52						52						0.00		%
Brightview, LLC			First lien senior secured term loan			S +			6.00%			10.47		%	7/28/2023			12/14/2026			678						676						675						0.04		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured delayed draw term loan - C$			15.00%						15.00		%	4/5/2024			3/19/2026			32						12						11						0.00		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured delayed draw term loan - C$			C +			7.00%			10.63		%	7/28/2023			3/19/2026			363						244						139						0.01		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured revolving loan			S +			7.00%			11.59		%	7/28/2023			12/31/2026			134						129						84						0.01		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured revolving loan - C$			C +			7.00%			10.63		%	7/28/2023			3/19/2026			264						193						115						0.01		%

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

48

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Canadian Orthodontic Partners Corp (7)			First lien senior secured revolving loan - C$			C +			7.00%			10.63		%	3/19/2021			12/31/2026			64						47						28						0.00		%
Canadian Orthodontic Partners Corp (7)			First lien senior secured term loan - C$			C +			7.00%			10.63		%	7/28/2023			3/19/2026			276						200						120						0.01		%
Change Academy at Lake of the Ozarks, LLC			First lien senior secured revolving loan			S +			5.25%			10.64		%	8/2/2022			8/2/2027			5,898						5,837						5,842						0.38		%
Change Academy at Lake of the Ozarks, LLC			First lien senior secured term loan			S +			5.25%			9.73		%	8/2/2022			8/2/2027			31,320						30,956						30,980						2.01		%
CNS Purchaser, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.82		%	12/30/2024			12/30/2029			11,025						(83)						(83)						(0.01)		%
CNS Purchaser, LLC			First lien senior secured revolving loan			S +			5.50%			9.82		%	12/30/2024			12/30/2029			4,246						927						927						0.06		%
CNS Purchaser, LLC			First lien senior secured term loan			S +			5.50%			9.82		%	12/30/2024			12/30/2029			38,587						38,009						38,009						2.47		%
Community Care Partners, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.47		%	7/28/2023			6/10/2026			164						163						161						0.01		%
Community Care Partners, LLC			First lien senior secured revolving loan			S +			6.00%			10.62		%	7/28/2023			6/10/2026			75						52						51						0.00		%
Community Care Partners, LLC			First lien senior secured term loan			S +			6.00%			10.47		%	7/28/2023			6/10/2026			934						931						920						0.06		%
Dermatology Medical Partners OpCo LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.09		%	7/28/2023			10/29/2026			64						64						64						0.00		%
Dermatology Medical Partners OpCo LLC			First lien senior secured revolving loan			S +			6.50%			11.09		%	7/28/2023			10/29/2026			38						29						28						0.00		%
Dermatology Medical Partners OpCo LLC			First lien senior secured term loan			S +			6.50%			11.09		%	7/28/2023			10/29/2026			257						255						254						0.02		%
EH Management Company, LLC (6)			First lien senior secured revolving loan			S +			5.50%			10.09		%	7/28/2023			7/15/2026			38						—						—						—		%
EH Management Company, LLC			First lien senior secured term loan			S +			5.50%			10.09		%	7/28/2023			7/15/2026			4,461						4,431						4,429						0.29		%
Endodontic Practice Partners, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.34		%	11/2/2022			11/2/2027			16,787						16,596						16,614						1.08		%
Endodontic Practice Partners, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.44		%	4/9/2024			11/2/2027			13,778						3,332						3,371						0.22		%
Endodontic Practice Partners, LLC			First lien senior secured revolving loan			S +			5.75%			10.34		%	11/2/2022			11/2/2027			1,956						758						762						0.05		%
Endodontic Practice Partners, LLC			First lien senior secured term loan			S +			5.75%			10.34		%	11/2/2022			11/2/2027			15,276						15,078						15,118						0.98		%
FYZICAL Buyer, LLC			First lien senior secured revolving loan			S +			5.25%			9.61		%	6/26/2024			6/26/2028			2,710						1,019						1,023						0.07		%
FYZICAL Buyer, LLC			First lien senior secured term loan			S +			5.25%			9.61		%	6/26/2024			6/26/2028			18,909						18,631						18,664						1.21		%
Geriatric Medical and Surgical Supply, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.33		%	7/28/2023			12/21/2025			300						(3)						(3)						0.00		%
Geriatric Medical and Surgical Supply, LLC			First lien senior secured term loan			S +			6.00%			10.33		%	7/28/2023			12/21/2025			20,042						19,845						19,827						1.29		%
Golden Bear PT Partners, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.09		%	7/28/2023			10/22/2026			174						171						170						0.01		%
Golden Bear PT Partners, LLC			First lien senior secured revolving loan			S +			6.50%			11.07		%	7/28/2023			10/22/2026			38						26						25						0.00		%
Golden Bear PT Partners, LLC			First lien senior secured term loan			S +			6.50%			11.09		%	7/28/2023			10/22/2026			1,491						1,468						1,461						0.09		%
Guardian Dentistry Practice Management, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.72		%	7/28/2023			8/20/2026			368						366						365						0.02		%
Guardian Dentistry Practice Management, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.72		%	7/28/2023			8/20/2027			4,188						(45)						(39)						0.00		%
Guardian Dentistry Practice Management, LLC			First lien senior secured term loan			S +			5.25%			9.72		%	7/28/2023			8/20/2027			384						382						381						0.02		%
H2 Holdco, Inc			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	5/5/2023			5/5/2028			7,217						7,042						7,134						0.46		%
H2 Holdco, Inc			First lien senior secured delayed draw term loan			S +			6.00%			10.50		%	6/25/2024			5/5/2028			19,004						11,768						11,819						0.77		%

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

49

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
H2 Holdco, Inc (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.48		%	12/20/2024			5/5/2028			7,560						(113)						(88)						(0.01)		%
H2 Holdco, Inc (21)			First lien senior secured revolving loan			S +			6.00%			11.55		%	5/5/2023			5/5/2028			2,544						342						374						0.02		%
H2 Holdco, Inc			First lien senior secured term loan			S +			6.00%			10.59		%	5/5/2023			5/5/2028			17,970						17,490						17,761						1.15		%
H2 Holdco, Inc			First lien senior secured term loan			S +			6.00%			10.48		%	12/20/2024			5/5/2028			907						894						897						0.06		%
IMA Group Management Company, LLC (6)			First lien senior secured delayed draw term loan			S +			6.75%			11.49		%	7/28/2023			6/30/2028			174						(3)						(3)						—		%
IMA Group Management Company, LLC			First lien senior secured revolving loan			S +			6.75%			11.21		%	7/28/2023			6/30/2028			35						17						17						—		%
IMA Group Management Company, LLC			First lien senior secured term loan			S +			6.75%			11.49		%	7/28/2023			6/30/2028			845						830						829						0.05		%
IPC Pain Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.34		%	5/19/2022			5/19/2027			9,857						9,815						9,782						0.63		%
IPC Pain Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.34		%	5/19/2022			5/19/2027			1,140						(8)						(7)						—		%
IPC Pain Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.34		%	5/19/2022			5/19/2027			2,902						2,877						2,880						0.19		%
MS Pain, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.96		%	12/4/2024			12/4/2029			6,038						(119)						(119)						(0.01)		%
MS Pain, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.96		%	12/4/2024			12/4/2029			861						(17)						(17)						—		%
MS Pain, LLC			First lien senior secured term loan			S +			5.50%			9.96		%	12/4/2024			12/4/2029			3,381						3,314						3,313						0.21		%
MWEC Management, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.11		%	2/14/2023			2/14/2028			1,426						421						431						0.03		%
MWEC Management, LLC (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.11		%	7/3/2024			2/14/2028			2,532						(33)						(29)						—		%
MWEC Management, LLC			First lien senior secured revolving loan			S +			5.75%			10.11		%	2/14/2023			2/14/2028			1,924						1,227						1,244						0.08		%
MWEC Management, LLC			First lien senior secured term loan			S +			5.75%			10.11		%	2/14/2023			2/14/2028			14,885						14,581						14,712						0.95		%
Network Partners Acquisitions, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.59		%	7/28/2023			12/30/2026			38						—						—						—		%
Network Partners Acquisitions, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			12/30/2026			266						265						264						0.02		%
Peak Dental Services, LLC			First lien senior secured delayed draw term loan			S +			6.75%			12.15		%	7/28/2023			12/31/2025			57						57						57						0.00		%
Peak Dental Services, LLC			First lien senior secured delayed draw term loan			S +			6.75%			11.61		%	7/28/2023			12/31/2025			514						512						511						0.03		%
Peak Dental Services, LLC			First lien senior secured revolving loan			S +			6.75%			11.55		%	7/28/2023			12/31/2025			133						132						132						0.01		%
Peak Dental Services, LLC			First lien senior secured term loan			S +			6.75%			11.41		%	7/28/2023			12/31/2025			573						571						570						0.04		%
Peak Investment Holdings, LLC (6)			First lien senior secured delayed draw term loan			S +			7.00%			11.59		%	7/28/2023			12/31/2025			113						(1)						(2)						—		%
Peak Investment Holdings, LLC			First lien senior secured revolving loan			S +			7.00%			11.59		%	7/28/2023			12/31/2025			324						160						157						0.01		%
Peak Investment Holdings, LLC			First lien senior secured term loan			S +			7.00%			11.59		%	7/28/2023			12/31/2025			1,196						1,192						1,178						0.08		%
PharmaForceIQ INC. (6)			First lien senior secured revolving loan			S +			5.25%			9.84		%	8/2/2024			8/2/2029			2,093						(38)						(35)						—		%
PharmaForceIQ INC.			First lien senior secured term loan			S +			5.25%			9.84		%	8/2/2024			8/2/2029			13,682						13,427						13,446						0.87		%
PRM MANAGEMENT COMPANY, LLC (6)			First lien senior secured delayed draw term loan			S +			6.75%			11.44		%	1/25/2024			1/25/2029			1,180						(26)						(25)						—		%
PRM MANAGEMENT COMPANY, LLC (6)			First lien senior secured revolving loan			S +			6.75%			11.44		%	1/25/2024			1/25/2029			789						(18)						(17)						—		%

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

50

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
PRM MANAGEMENT COMPANY, LLC			First lien senior secured term loan			S +			6.75%			11.44		%	1/25/2024			1/25/2029			4,123						4,025						4,029						0.26		%
Purpose Home Health Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.50%			10.14		%	3/8/2024			11/3/2027			8,081						7,970						7,982						0.52		%
Purpose Home Health Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.85		%	11/3/2022			11/3/2027			6,764						6,656						6,679						0.43		%
Purpose Home Health Acquisition, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.91		%	12/23/2024			11/3/2027			9,072						(113)						(113)						(0.01)		%
Purpose Home Health Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.91		%	11/3/2022			11/3/2027			1,956						(31)						(24)						0.00		%
Purpose Home Health Acquisition, LLC			First lien senior secured term loan			S +			5.50%			9.91		%	11/3/2022			11/3/2027			17,510						17,249						17,291						1.12		%
Revival Animal Health, LLC			First lien senior secured revolving loan			S +			6.00%			10.78		%	7/28/2023			4/6/2026			131						78						77						—		%
Revival Animal Health, LLC			First lien senior secured term loan			S +			6.00%			10.72		%	7/28/2023			4/6/2026			16,422						16,246						16,271						1.06		%
RMS Health Care Management, LLC			First lien senior secured delayed draw term loan			S +			6.75%			11.79		%	10/6/2023			10/6/2026			2,700						1,351						1,352						0.09		%
RMS Health Care Management, LLC			First lien senior secured revolving loan			S +			6.75%			11.55		%	10/6/2023			10/6/2026			920						601						602						0.04		%
RMS Health Care Management, LLC			First lien senior secured term loan			S +			6.75%			11.42		%	10/6/2023			10/6/2026			4,277						4,214						4,216						0.27		%
RQM Buyer, Inc			First lien senior secured delayed draw term loan			S +			2.00% + 4.75% PIK			11.34		%	7/28/2023			8/12/2026			82						82						79						0.01		%
RQM Buyer, Inc			First lien senior secured revolving loan			S +			2.00% + 4.75% PIK			11.34		%	7/28/2023			8/12/2026			124						122						119						0.01		%
RQM Buyer, Inc			First lien senior secured term loan			S +			2.00% + 4.75% PIK			11.34		%	7/28/2023			8/12/2026			1,710						1,691						1,639						0.11		%
Sage Dental Management, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.76		%	9/25/2024			6/30/2026			9,143						1,483						1,497						0.10		%
Sage Dental Management, LLC			First lien senior secured revolving loan			S +			5.25%			9.68		%	9/25/2024			6/30/2026			8,220						3,004						3,016						0.20		%
Sage Dental Management, LLC			First lien senior secured term loan			S +			5.25%			9.58		%	9/25/2024			6/30/2026			58,246						57,883						57,984						3.76		%
SAMGI Buyer, Inc (6)			First lien senior secured revolving loan			S +			5.50%			10.09		%	7/28/2023			4/14/2025			138						—						—						—		%
SAMGI Buyer, Inc			First lien senior secured term loan			S +			5.50%			10.09		%	7/28/2023			4/14/2025			392						392						391						0.03		%
SCP ENT and Allergy Services, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	7/28/2023			9/25/2026			156						154						154						0.01		%
SCP ENT and Allergy Services, LLC			First lien senior secured revolving loan			S +			6.00%			10.59		%	7/28/2023			9/25/2026			256						202						202						0.01		%
SCP ENT and Allergy Services, LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			9/25/2026			2,726						2,702						2,694						0.17		%
Signature Dental Partners LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.34		%	7/28/2023			10/29/2026			176						174						174						0.01		%
Signature Dental Partners LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.34		%	4/22/2024			10/29/2026			17,218						6,464						6,460						0.42		%
Signature Dental Partners LLC			First lien senior secured revolving loan			P +			4.75%			12.25		%	7/28/2023			10/29/2026			38						13						13						—		%
Signature Dental Partners LLC			First lien senior secured term loan			S +			5.75%			10.34		%	7/28/2023			10/29/2026			4,264						4,217						4,216						0.27		%
Signature MD, Inc			First lien senior secured delayed draw term loan			S +			5.75%			10.08		%	7/15/2024			7/15/2027			6,964						1,912						1,921						0.12		%

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

51

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Signature MD, Inc (6)			First lien senior secured revolving loan			S +			5.75%			10.08		%	7/15/2024			7/15/2027			3,297						(35)						(31)						0.00		%
Signature MD, Inc			First lien senior secured term loan			S +			5.75%			10.08		%	7/15/2024			7/15/2027			18,348						18,142						18,179						1.18		%
Silver Falls MSO, LLC			First lien senior secured revolving loan			S +			6.75%			11.45		%	7/28/2023			8/30/2024			235						222						218						0.01		%
Silver Falls MSO, LLC			First lien senior secured term loan			S +			4.25% + 2.25% PIK			11.45		%	7/28/2023			8/30/2024			1,323						1,291						1,299						0.08		%
SimiTree Acquisition, LLC			First lien senior secured delayed draw term loan			S +			5.25% + 1.75% PIK			11.78		%	7/28/2023			5/17/2026			884						882						868						0.06		%
SimiTree Acquisition, LLC			First lien senior secured revolving loan			S +			7.00%			11.78		%	7/28/2023			5/17/2026			178						49						46						0.00		%
SimiTree Acquisition, LLC			First lien senior secured term loan			S +			5.25% + 1.75% PIK			11.78		%	7/28/2023			5/17/2026			1,230						1,225						1,207						0.08		%
SIMKO Merger Sub LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.59		%	7/28/2023			4/7/2027			182						179						179						0.01		%
SIMKO Merger Sub LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.78		%	9/19/2023			4/7/2027			6,758						1,864						1,867						0.12		%
SIMKO Merger Sub LLC			First lien senior secured revolving loan			S +			6.00%			10.95		%	7/28/2023			4/7/2027			56						25						26						0.00		%
SIMKO Merger Sub LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			4/7/2027			644						637						636						0.04		%
Southeast Primary Care Partners, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.84		%	7/28/2023			12/30/2025			512						510						509						0.03		%
Southeast Primary Care Partners, LLC			First lien senior secured revolving loan			S +			6.25%			10.84		%	7/28/2023			12/30/2025			225						74						74						0.00		%
Southeast Primary Care Partners, LLC			First lien senior secured term loan			S +			6.25%			10.84		%	7/28/2023			12/30/2025			845						841						839						0.05		%
Southern Orthodontic Partners Management, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.58		%	7/28/2023			7/27/2026			187						187						186						0.01		%
Southern Orthodontic Partners Management, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.59		%	5/17/2024			7/27/2026			3,990						2,149						2,150						0.14		%
Southern Orthodontic Partners Management, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.58		%	5/17/2024			7/27/2026			3,990						(29)						(28)						0.00		%
Southern Orthodontic Partners Management, LLC			First lien senior secured revolving loan			S +			5.25%			9.57		%	7/28/2023			1/27/2026			171						69						68						0.00		%
Southern Orthodontic Partners Management, LLC			First lien senior secured term loan			S +			5.25%			9.58		%	7/28/2023			7/27/2026			3,024						3,010						3,003						0.19		%
Southern Sports Medicine Partners, LLC			First lien senior secured revolving loan			S +			8.00%			12.85		%	7/28/2023			2/23/2027			60						31						30						0.00		%
Southern Sports Medicine Partners, LLC			First lien senior secured term loan			S +			4.00% + 4.00% PIK			12.85		%	7/28/2023			2/23/2027			691						672						662						0.04		%
Spear Education Holdings, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.73		%	6/26/2024			12/15/2028			7,290						(81)						(69)						0.00		%
Spear Education Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.73		%	6/26/2024			12/15/2028			47,382						46,854						46,938						3.05		%
Star Dental Partners LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.61		%	12/22/2023			12/22/2028			11,001						8,877						8,937						0.58		%
Star Dental Partners LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.61		%	11/8/2024			12/22/2028			12,076						(204)						(204)						(0.01)		%
Star Dental Partners LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.61		%	12/22/2023			12/22/2028			1,451						(32)						(24)						0.00		%

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

52

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Star Dental Partners LLC			First lien senior secured term loan			S +			5.25%			9.61		%	12/22/2023			12/22/2028			15,228						14,909						14,971						0.97		%
THE CHEMPETITIVE GROUP, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.11		%	3/22/2024			3/22/2029			11,998						1,290						1,306						0.08		%
THE CHEMPETITIVE GROUP, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.11		%	3/22/2024			3/22/2029			3,414						(58)						(53)						0.00		%
THE CHEMPETITIVE GROUP, LLC			First lien senior secured term loan			S +			5.75%			10.11		%	3/22/2024			3/22/2029			13,671						13,426						13,448						0.87		%
Transitions Intermediate Holdings, LLC (6)			First lien senior secured delayed draw term loan			S +			6.00%			10.33		%	10/25/2024			10/25/2027			687						(8)						(8)						0.00		%
Transitions Intermediate Holdings, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.33		%	10/25/2024			10/25/2027			1,078						(13)						(13)						0.00		%
Transitions Intermediate Holdings, LLC			First lien senior secured term loan			S +			6.00%			10.33		%	10/25/2024			10/25/2027			7,328						7,238						7,238						0.47		%
U.S. Urology Partners, LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.71		%	11/8/2023			11/8/2026			1,401						(13)						(12)						0.00		%
U.S. Urology Partners, LLC			First lien senior secured term loan			S +			6.25%			10.71		%	11/8/2023			11/8/2026			11,600						11,485						11,497						0.75		%
US Foot and Ankle Specialists, LLC			First lien senior secured delayed draw term loan			S +			5.50%			10.09		%	9/15/2022			9/15/2026			14,037						13,919						13,932						0.90		%
US Foot and Ankle Specialists, LLC (6)			First lien senior secured revolving loan			S +			5.50%			10.09		%	9/15/2022			9/15/2026			2,699						(25)						(23)						0.00		%
US Foot and Ankle Specialists, LLC			First lien senior secured term loan			S +			5.50%			10.09		%	9/15/2022			9/15/2026			19,472						19,270						19,283						1.25		%
Varsity DuvaSawko Operating Corp			First lien senior secured delayed draw term loan			S +			6.00%			10.85		%	7/28/2023			11/27/2024			63						63						63						0.00		%
Varsity DuvaSawko Operating Corp			First lien senior secured revolving loan			S +			6.00%			10.85		%	7/28/2023			11/27/2024			5,189						1,697						1,669						0.11		%
Varsity DuvaSawko Operating Corp			First lien senior secured term loan			S +			6.00%			10.85		%	7/28/2023			11/27/2024			58,822						58,451						58,150						3.77		%
Varsity Rejuvenate Management, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.67		%	12/29/2023			9/1/2028			7,124						3,151						3,158						0.20		%
Varsity Rejuvenate Management, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.48		%	9/1/2023			9/1/2028			1,245						(27)						(23)						0.00		%
Varsity Rejuvenate Management, LLC			First lien senior secured term loan			S +			6.00%			10.48		%	9/1/2023			9/1/2028			5,958						5,830						5,847						0.38		%
VersiCare Management LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			10.02		%	11/25/2024			11/25/2029			4,529						(89)						(89)						(0.01)		%
VersiCare Management LLC (6)			First lien senior secured revolving loan			S +			5.50%			10.02		%	11/25/2024			11/25/2029			1,505						(30)						(30)						0.00		%
VersiCare Management LLC			First lien senior secured term loan			S +			5.50%			10.02		%	11/25/2024			11/25/2029			7,849						7,696						7,694						0.50		%
VetEvolve Holdings, LLC			First lien senior secured delayed draw term loan			S +			5.25%			9.61		%	10/12/2023			10/12/2028			11,614						5,624						5,636						0.37		%
VetEvolve Holdings, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.61		%	10/12/2023			10/12/2028			3,067						(62)						(59)						0.00		%
VetEvolve Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.61		%	10/12/2023			10/12/2028			9,120						8,920						8,934						0.58		%
Western Veterinary Partners LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.33		%	7/28/2023			10/29/2027			498						494						492						0.03		%
Western Veterinary Partners LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.33		%	9/27/2024			10/29/2027			24,383						3,200						3,250						0.21		%
Western Veterinary Partners LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.33		%	7/28/2023			10/29/2027			24						—						—						—		%
Western Veterinary Partners LLC			First lien senior secured term loan			S +			5.00%			9.33		%	7/28/2023			10/29/2027			9,396						9,275						9,286						0.60		%
																											784,918						785,633						50.92		%
Health care technology
AHR Intermediate, Inc			First lien senior secured delayed draw term loan			S +			5.75%			10.08		%	7/29/2022			7/29/2027			$	5,243					$	5,203					$	5,194					0.34		%

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

53

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
AHR Intermediate, Inc (6)			First lien senior secured delayed draw term loan			S +			5.75%			10.09		%	12/16/2024			7/29/2027			7,896						(79)						(46)						0.00		%
AHR Intermediate, Inc			First lien senior secured revolving loan			S +			5.50%			10.08		%	7/29/2022			7/29/2027			7,858						1,884						1,922						0.12		%
AHR Intermediate, Inc			First lien senior secured term loan			S +			5.75%			10.09		%	7/29/2022			7/29/2027			32,021						31,788						31,833						2.07		%
Millennia Patient Services, LLC			First lien senior secured revolving loan			S +			6.50%			12.52		%	7/28/2023			3/8/2026			134						79						79						0.01		%
Millennia Patient Services, LLC			First lien senior secured term loan			S +			6.50%			11.09		%	7/28/2023			3/8/2026			970						966						964						0.06		%
																											39,841						39,946						2.60		%
Household durables
CPS Power Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.83		%	10/20/2023			9/26/2027			$	2,298					$	124					$	117					0.01		%
CPS Power Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.50%			10.06		%	9/26/2022			9/26/2027			2,977						2,926						2,911						0.19		%
CPS Power Buyer, LLC			First lien senior secured revolving loan			S +			5.50%			9.95		%	9/26/2022			9/26/2027			3,036						2,034						2,019						0.13		%
CPS Power Buyer, LLC			First lien senior secured term loan			S +			5.50%			10.00		%	9/26/2022			9/26/2027			12,848						12,575						12,561						0.81		%
Kravet Design LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.77		%	11/26/2024			11/26/2030			4,349						(64)						(64)						0.00		%
Kravet Design LLC			First lien senior secured term loan			S +			5.25%			9.77		%	11/26/2024			11/26/2030			20,940						20,631						20,629						1.34		%
Kwalu, LLC			First lien senior secured revolving loan			P +			4.50%			12.00		%	9/23/2022			9/23/2027			5,061						944						962						0.06		%
Kwalu, LLC			First lien senior secured term loan			S +			5.50%			10.09		%	9/23/2022			9/23/2027			30,284						29,877						29,981						1.95		%
MacKenzie Childs Acquisition, Inc (6)			First lien senior secured revolving loan			S +			6.00%			10.74		%	9/2/2022			9/2/2027			3,374						(27)						(24)						0.00		%
MacKenzie Childs Acquisition, Inc			First lien senior secured term loan			S +			6.00%			10.48		%	9/2/2022			9/2/2027			16,035						15,906						15,922						1.03		%
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.33		%	1/23/2023			1/23/2028			5,743						5,614						5,685						0.37		%
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.33		%	1/12/2024			1/23/2028			1,992						1,955						1,972						0.13		%

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

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.33		%	7/29/2024			1/23/2028			5,752						5,655						5,695						0.37		%
Renovation Systems, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.36		%	11/27/2024			1/23/2028			3,579						1,675						1,682						0.11		%
Renovation Systems, LLC			First lien senior secured revolving loan			S +			6.00%			10.33		%	1/23/2023			1/23/2028			2,633						1,127						1,158						0.08		%
Renovation Systems, LLC			First lien senior secured term loan			S +			6.00%			10.33		%	1/23/2023			1/23/2028			32,698						32,095						32,371						2.10		%
Storm Smart Buyer LLC			First lien senior secured revolving loan			S +			6.00%			11.78		%	7/28/2023			4/5/2026			131						104						104						0.01		%
Storm Smart Buyer LLC			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			4/5/2026			889						886						884						0.06		%
Trademark Global, LLC			First lien senior secured revolving loan			S +			8.50%			13.09		%	7/28/2023			6/30/2027			113						91						48						0.00		%
Trademark Global, LLC			First lien senior secured revolving loan			S +			8.50%			13.09		%	7/30/2021			6/30/2027			20						19						12						0.00		%
Trademark Global, LLC			First lien senior secured term loan			S +			8.50%			13.09		%	7/28/2023			6/30/2027			2,175						2,027						1,285						0.08		%
																											136,174						135,910						8.83		%
Industrial Conglomerates
Hultec Buyer, LLC			First lien senior secured revolving loan			S +			5.50%			9.85		%	3/31/2023			3/31/2029			$	3,915					$	534					$	538					0.03		%
Hultec Buyer, LLC			First lien senior secured term loan			S +			5.50%			10.09		%	3/31/2023			3/31/2029			14,171						13,818						13,832						0.90		%
																											14,352						14,370						0.93		%
Insurance
Superior Insurance Partners LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.50		%	10/25/2024			10/25/2029			$	15,236					$	1,885					$	1,885					0.12		%
Superior Insurance Partners LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.63		%	10/25/2024			10/25/2029			1,347						(26)						(26)						0.00		%
Superior Insurance Partners LLC			First lien senior secured term loan			S +			5.00%			9.63		%	10/25/2024			10/25/2029			9,353						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 loan			S +			4.75%			9.08		%	9/30/2024			9/30/2030			$	5,224					$	(50)					$	(39)					0.00		%
Duggal Acquisition, LLC			First lien senior secured revolving loan			S +			4.75%			9.08		%	9/30/2024			9/30/2030			7,319						1,324						1,336						0.09		%
Duggal Acquisition, LLC			First lien senior secured term loan			S +			4.75%			9.08		%	9/30/2024			9/30/2030			20,582						20,180						20,222						1.31		%
																											21,454						21,519						1.40		%
Internet and direct marketing retail
Aquatic Sales Solutions, LLC			First lien senior secured revolving loan			S +			7.00%			11.48		%	7/28/2023			12/18/2025			$	191					$	119					$	94					0.01		%
Aquatic Sales Solutions, LLC			First lien senior secured term loan			S +			3.00% + 4.00% PIK			11.48		%	7/28/2023			12/18/2025			2,696						2,665						2,315						0.15		%
DealerOn Holdco, Inc (6)			First lien senior secured revolving loan			S +			6.00%			10.47		%	7/28/2023			5/19/2026			314						(2)						(3)						0.00		%
DealerOn Holdco, Inc			First lien senior secured term loan			S +			6.00%			10.47		%	7/28/2023			5/19/2026			20,599						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 loan			S +			5.25%			9.58		%	6/28/2024			6/28/2029			$	2,256					$	(35)					$	(32)					0.00		%
BSC Top Shelf Blocker LLC			First lien senior secured term loan			S +			5.25%			9.58		%	6/28/2024			6/28/2029			16,071						15,813						15,841						1.03		%

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

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
E-Phoenix Acquisition Co. Inc			First lien senior secured revolving loan			S +			5.50%			9.96		%	7/28/2023			6/23/2027			75						22						22						0.00		%
E-Phoenix Acquisition Co. Inc			First lien senior secured term loan			S +			5.50%			9.98		%	7/28/2023			6/23/2027			1,346						1,342						1,339						0.09		%
FreshAddress, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.73		%	7/28/2023			10/5/2025			30						—						—						—		%
FreshAddress, LLC			First lien senior secured term loan			S +			5.25%			9.73		%	7/28/2023			10/5/2025			1,630						1,627						1,624						0.11		%
Icreon Holdings, LLC (6)			First lien senior secured revolving loan			S +			6.50%			10.97		%	10/26/2022			10/26/2027			1,071						(16)						(16)						—		%
Icreon Holdings, LLC			First lien senior secured term loan			S +			6.50%			10.97		%	10/26/2022			10/26/2027			13,053						12,836						12,860						0.83		%
P and R Dental Strategies, LLC			First lien senior secured revolving loan			S +			5.25%			9.84		%	7/28/2023			12/22/2026			23						4						4						—		%
P and R Dental Strategies, LLC			First lien senior secured term loan			S +			5.25%			9.84		%	7/28/2023			12/22/2026			621						617						615						0.04		%
Palmetto Technology Group, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.11		%	1/3/2024			1/3/2029			10,806						10,633						10,641						0.69		%
Palmetto Technology Group, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.11		%	2/26/2024			1/3/2029			9,413						2,335						2,347						0.15		%
Palmetto Technology Group, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.11		%	1/3/2024			1/3/2029			2,860						(46)						(44)						0.00		%
Palmetto Technology Group, LLC			First lien senior secured term loan			S +			5.75%			10.11		%	1/3/2024			1/3/2029			6,309						6,204						6,208						0.40		%
White Label Communications,LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.36		%	10/11/2023			10/11/2029			1,534						(27)						(25)						—		%
White Label Communications,LLC			First lien senior secured term loan			S +			6.00%			10.36		%	10/11/2023			10/11/2029			4,690						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 loan			P +			5.25%			13.00		%	7/28/2023			10/8/2026			$	56					$	—					$	(1)					0.00		%
Champion Motorsports Group, LLC			First lien senior secured term loan			S +			6.25%			10.72		%	7/28/2023			10/8/2026			1,654						1,643						1,637						0.11		%
MacNeill Pride Group Corp			First lien senior secured delayed draw term loan			S +			6.75%			11.34		%	7/28/2023			4/22/2026			52						52						51						0.00		%
MacNeill Pride Group Corp			First lien senior secured delayed draw term loan			S +			6.75%			11.34		%	7/28/2023			4/22/2026			301						301						300						0.02		%
MacNeill Pride Group Corp			First lien senior secured revolving loan			S +			6.75%			11.34		%	7/28/2023			4/22/2026			287						71						71						0.00		%
MacNeill Pride Group Corp			First lien senior secured term loan			S +			6.75%			11.34		%	7/28/2023			4/22/2026			808						807						805						0.05		%
TruBlue LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.86		%	1/11/2024			1/11/2029			2,331						(38)						(35)						0.00		%
TruBlue LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.86		%	1/11/2024			1/11/2029			1,430						(23)						(21)						0.00		%
TruBlue LLC			First lien senior secured term loan			S +			5.50%			9.86		%	1/11/2024			1/11/2029			5,173						5,085						5,092						0.33		%
																											7,898						7,899						0.51		%
Leisure products
PHGP MB Purchaser, Inc			First lien senior secured delayed draw term loan			S +			6.00% + 0.50% PIK			11.22		%	7/28/2023			5/20/2027			$	80					$	79					$	73					0.00		%
PHGP MB Purchaser, Inc (22)			First lien senior secured revolving loan			S +			6.00% + 0.50% PIK			11.09		%	7/28/2023			5/20/2027			75						16						10						0.00		%
PHGP MB Purchaser, Inc			First lien senior secured term loan			S +			6.00% + 0.50% PIK			11.08		%	7/28/2023			5/20/2027			1,088						1,075						992						0.06		%

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

56

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
																											1,170						1,075						0.06		%
Life sciences tools and services
Aptitude Health Holdings, LLC			First lien senior secured revolving loan			S +			5.25%			9.59		%	7/28/2023			5/3/2026			$	267					$	39					$	39					0.00		%
Aptitude Health Holdings, LLC			First lien senior secured term loan			S +			5.25%			9.84		%	7/28/2023			5/3/2026			1,081						1,073						1,074						0.07		%
CR Services Intermediate, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.28		%	7/28/2023			7/28/2028			186						118						119						0.01		%
CR Services Intermediate, LLC			First lien senior secured revolving loan			S +			6.50%			11.28		%	7/28/2023			7/28/2028			38						7						7						0.00		%
CR Services Intermediate, LLC			First lien senior secured term loan			S +			6.50%			11.35		%	7/28/2023			7/28/2028			225						219						220						0.01		%
CR Services Intermediate, LLC (7)			First lien senior secured term loan			S +			6.50%			11.35		%	7/28/2023			7/28/2028			225						219						220						0.01		%
ERG Buyer, LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.77		%	2/26/2024			2/26/2026			343						340						340						0.02		%
ERG Buyer, LLC			First lien senior secured revolving loan			S +			6.25%			10.69		%	2/26/2024			2/26/2026			5,181						5,136						5,133						0.33		%
ERG Buyer, LLC			First lien senior secured term loan			S +			6.25%			10.77		%	2/26/2024			2/26/2026			36,056						35,715						35,724						2.32		%
																											42,866						42,876						2.77		%
Machinery
Abrasive Technology Intermediate, LLC			First lien senior secured revolving loan			S +			6.25%			10.90		%	7/28/2023			4/30/2026			$	173					$	68					$	68					0.00		%
Abrasive Technology Intermediate, LLC			First lien senior secured term loan			S +			6.25%			11.08		%	7/28/2023			4/30/2026			1,985						1,966						1,967						0.13		%
Bakery Manufacturing Company (6)			First lien senior secured revolving loan			S +			5.25%			9.61		%	11/1/2024			11/1/2028			2,898						(43)						(43)						0.00		%
Bakery Manufacturing Company			First lien senior secured term loan			S +			5.25%			9.61		%	11/1/2024			11/1/2028			17,289						17,033						17,032						1.11		%
DNS-IMI Acquisition Corp			First lien senior secured revolving loan			P +			4.25%			11.75		%	7/28/2023			11/23/2026			56						18						18						0.00		%
DNS-IMI Acquisition Corp			First lien senior secured term loan			S +			5.25%			9.73		%	7/28/2023			11/23/2026			1,415						1,407						1,403						0.09		%
Double E Company, LLC			First lien senior secured revolving loan			S +			6.75%			11.47		%	6/21/2022			6/21/2028			3,110						2,827						2,532						0.16		%
Double E Company, LLC			First lien senior secured term loan			S +			4.00% + 2.75% PIK			12.47		%	6/21/2022			6/21/2028			18,651						18,516						16,721						1.08		%
Kittyhawk, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.58		%	5/1/2024			5/1/2029			3,571						(62)						(57)						0.00		%
Kittyhawk, Inc			First lien senior secured term loan			S +			5.25%			9.58		%	5/1/2024			5/1/2029			15,177						14,904						14,925						0.97		%
L&J Holding Company LLC (6)			First lien senior secured delayed draw term loan			S +			4.75%			9.34		%	7/29/2024			7/29/2030			9,823						(91)						(72)						0.00		%
L&J Holding Company LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.34		%	7/29/2024			7/29/2030			2,204						(41)						(37)						0.00		%
L&J Holding Company LLC			First lien senior secured term loan			S +			4.75%			9.34		%	7/29/2024			7/29/2030			11,758						11,531						11,556						0.75		%
My Buyer, LLC (6)			First lien senior secured delayed draw term loan			S +			5.50%			9.83		%	1/26/2024			1/25/2030			3,139						(53)						(49)						0.00		%
My Buyer, LLC			First lien senior secured revolving loan			S +			5.50%			9.83		%	1/26/2024			1/25/2030			2,360						825						829						0.05		%
My Buyer, LLC			First lien senior secured term loan			S +			5.50%			9.83		%	1/26/2024			1/25/2030			7,870						7,730						7,741						0.50		%
SPG Holdco, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.50		%	12/1/2023			12/1/2028			2,070						(41)						(38)						0.00		%
SPG Holdco, LLC			First lien senior secured term loan			S +			6.00%			10.50		%	12/1/2023			12/1/2028			10,581						10,368						10,379						0.67		%
USSC Holding Corp			First lien senior secured delayed draw term loan			S +			5.25%			9.76		%	6/21/2024			6/21/2030			10,129						9,945						9,984						0.65		%

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

57

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
USSC Holding Corp (6)			First lien senior secured revolving loan			S +			5.25%			9.58		%	6/21/2024			6/21/2030			7,177						(131)						(103)						(0.01)		%
USSC Holding Corp			First lien senior secured term loan			S +			5.25%			9.58		%	6/21/2024			6/21/2030			34,780						34,124						34,281						2.22		%
																											130,800						129,037						8.37		%
Media
ALM Media, LLC (23)			First lien senior secured revolving loan			S +			5.50%			9.84		%	2/21/2024			2/21/2029			$	3,102					$	975					$	979					0.06		%
ALM Media, LLC			First lien senior secured term loan			S +			5.50%			9.83		%	2/21/2024			2/21/2029			38,168						37,404						37,457						2.43		%

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

58

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Barkley, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.49		%	9/29/2023			9/29/2028			2,300						(45)						(37)						0.00		%
Barkley, LLC			First lien senior secured term loan			S +			5.75%			10.49		%	9/29/2023			9/29/2028			43,565						42,739						42,866						2.78		%
Best Version Media Acquisition, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.83		%	12/31/2024			12/31/2030			3,976						(70)						(70)						0.00		%
Best Version Media Acquisition, LLC			First lien senior secured term loan			S +			5.50%			9.83		%	12/31/2024			12/31/2030			50,837						49,947						49,947						3.24		%
Datum Acquisition, LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.58		%	10/30/2024			4/30/2030			1,312						(25)						(25)						0.00		%
Datum Acquisition, LLC			First lien senior secured term loan			S +			6.25%			10.58		%	10/30/2024			4/30/2030			5,463						5,355						5,356						0.35		%
Exclusive Concepts, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.09		%	8/1/2024			12/9/2026			5,109						192						212						0.01		%
Exclusive Concepts, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.09		%	7/28/2023			12/9/2026			220						218						218						0.01		%
Exclusive Concepts, LLC			First lien senior secured delayed draw term loan			S +			6.50%			11.09		%	12/22/2023			12/9/2026			2,836						2,796						2,800						0.18		%
Exclusive Concepts, LLC			First lien senior secured revolving loan			S +			6.50%			11.28		%	7/28/2023			12/9/2026			23						22						22						0.00		%
Exclusive Concepts, LLC			First lien senior secured term loan			S +			6.50%			11.09		%	7/28/2023			12/9/2026			3,490						3,440						3,446						0.22		%
Infolinks Media Buyco, LLC			First lien senior secured delayed draw term loan			S +			5.50%			9.83		%	7/28/2023			11/1/2026			2,083						2,059						2,061						0.13		%
Infolinks Media Buyco, LLC (6)			First lien senior secured revolving loan			S +			5.50%			9.83		%	7/28/2023			11/1/2026			38						—						—						0.00		%
Infolinks Media Buyco, LLC			First lien senior secured term loan			S +			5.50%			9.83		%	7/28/2023			11/1/2026			19,863						19,628						19,649						1.27		%
NTM Acquisition Corp			First lien senior secured revolving loan			S +			6.75%			11.23		%	12/18/2023			6/18/2026			1,809						795						796						0.05		%
NTM Acquisition Corp			First lien senior secured term loan			S +			6.75%			11.23		%	12/18/2023			6/18/2026			13,117						12,973						12,979						0.84		%
Optimized Marketing Acquisition, LLC			First lien senior secured revolving loan			S +			5.75%			10.34		%	8/19/2022			8/19/2027			3,383						3,175						3,178						0.21		%
Optimized Marketing Acquisition, LLC			First lien senior secured term loan			S +			5.75%			10.34		%	8/19/2022			8/19/2027			25,642						25,306						25,336						1.64		%
Outerbox, LLC (6)			First lien senior secured delayed draw term loan			S +			5.00%			9.36		%	6/7/2024			6/7/2028			4,077						(52)						(47)						0.00		%
Outerbox, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.36		%	6/7/2024			6/7/2028			2,280						(29)						(26)						0.00		%
Outerbox, LLC			First lien senior secured term loan			S +			5.00%			9.36		%	6/7/2024			6/7/2028			18,660						18,409						18,441						1.20		%
Peninsula MMGY Corporation (6)(24)			First lien senior secured revolving loan			S +			5.00%			9.33		%	10/26/2023			4/26/2029			3,691						(74)						(69)						0.00		%
Peninsula MMGY Corporation			First lien senior secured term loan			S +			5.00%			9.33		%	10/26/2023			4/26/2029			10,261						10,043						10,064						0.65		%
RKD Group, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.46		%	4/10/2024			8/17/2028			8,074						6,006						6,042						0.39		%
RKD Group, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.48		%	8/17/2022			8/17/2028			4,905						(44)						(39)						0.00		%
RKD Group, LLC			First lien senior secured term loan			S +			6.00%			10.48		%	8/17/2022			8/17/2028			33,001						32,663						32,736						2.12		%
The Channel Company, LLC			First lien senior secured revolving loan			S +			6.75%			11.36		%	7/28/2023			11/1/2027			62						18						16						0.00		%
The Channel Company, LLC			First lien senior secured term loan			S +			2.50% + 4.25% PIK			11.36		%	7/28/2023			11/1/2027			2,404						2,387						2,304						0.15		%
WTWH Buyer, LLC (6)			First lien senior secured revolving loan			S +			6.50%			11.09		%	12/16/2022			12/16/2027			1,638						(26)						(28)						0.00		%
WTWH Buyer, LLC			First lien senior secured term loan			S +			6.50%			11.09		%	12/16/2022			12/16/2027			14,140						13,890						13,900						0.90		%
																											290,075						290,464						18.83		%
Metals and mining

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

59

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Copperweld Group, Inc			First lien senior secured revolving loan			S +			6.00%			10.50		%	7/28/2023			3/31/2026			$	462					$	261					$	260					0.02		%
Copperweld Group, Inc			First lien senior secured term loan			S +			6.00%			10.59		%	7/28/2023			3/31/2026			2,239						2,235						2,228						0.14		%
																											2,496						2,488						0.16		%
Multiline Retail
HEC Purchaser Corp. (6)			First lien senior secured revolving loan			S +			5.50%			9.75		%	6/17/2024			6/17/2029			$	7,843					$	(106)					$	(93)					(0.01)		%
HEC Purchaser Corp.			First lien senior secured term loan			S +			5.50%			9.75		%	6/17/2024			6/17/2029			50,207						49,512						49,608						3.22		%
																											49,406						49,515						3.21		%
Pharmaceuticals
Formulated Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.63		%	7/28/2023			9/22/2026			296						294						282						0.02		%
Formulated Buyer, LLC			First lien senior secured revolving loan			S +			5.75%			10.88		%	7/28/2023			9/22/2026			188						185						177						0.01		%
Formulated Buyer, LLC			First lien senior secured term loan			S +			5.75%			10.34		%	7/28/2023			9/22/2026			453						450						432						0.03		%
																											929						891						0.06		%
Personal products
Cosmetic Solutions LLC (8)			First lien senior secured delayed draw term loan			S +			5.75% + 0.75% PIK			11.09		%	7/28/2023			10/17/2025			$	379					$	373					$	87					0.01		%
Cosmetic Solutions LLC (8)			First lien senior secured revolving loan			S +			6.50%			11.09		%	7/28/2023			10/17/2025			344						86						(173)						(0.01)		%
Cosmetic Solutions LLC (8)			First lien senior secured term loan			S +			5.75% + 0.75% PIK			11.09		%	7/28/2023			10/17/2025			2,901						2,845						669						0.04		%
																											3,304						583						0.04		%
Professional services
CSL Intermediate Acquisition LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.61		%	11/8/2024			11/8/2029			$	1,692					$	(29)					$	(29)					0.00		%
CSL Intermediate Acquisition LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.61		%	11/8/2024			11/8/2029			861						(15)						(15)						0.00		%
CSL Intermediate Acquisition LLC			First lien senior secured term loan			S +			5.25%			9.61		%	11/8/2024			11/8/2029			3,746						3,682						3,682						0.24		%
Helpware, Inc			First lien senior secured revolving loan			S +			5.75%			10.98		%	9/8/2022			9/8/2026			5,061						2,501						2,382						0.15		%
Helpware, Inc			First lien senior secured term loan			S +			5.75% + 1.25% PIK			11.59		%	9/8/2022			9/8/2026			14,016						13,912						13,603						0.88		%
Keystone Partners, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.88		%	10/25/2024			10/25/2028			2,344						(34)						(34)						0.00		%
Keystone Partners, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.88		%	10/25/2024			10/25/2028			1,347						(19)						(19)						0.00		%
Keystone Partners, LLC			First lien senior secured term loan			S +			5.25%			9.88		%	10/25/2024			10/25/2028			14,416						14,206						14,204						0.92		%
Stax Holding Company, LLC (6)(25)			First lien senior secured revolving loan			S +			5.00%			9.48		%	7/28/2023			10/29/2026			60						—						—						0.00		%
Stax Holding Company, LLC			First lien senior secured term loan			S +			5.00%			9.48		%	7/28/2023			10/29/2026			668						666						664						0.04		%
																											34,870						34,438						2.23		%
Real estate management and development
BBG, Inc (26)			First lien senior secured revolving loan			S +			6.75%			11.34		%	7/28/2023			1/8/2026			$	233					$	221					$	215					0.01		%

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

60

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
BBG, Inc			First lien senior secured term loan			S +			1.00% + 5.75% PIK			11.34		%	7/28/2023			1/8/2026			1,978						1,904						1,858						0.12		%
MetaSource, LLC			First lien senior secured revolving loan			S +			6.75%			11.22		%	7/28/2023			5/17/2027			75						23						23						0.00		%

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

61

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
MetaSource, LLC			First lien senior secured term loan			S +			6.75% + 0.50% PIK			10.34		%	7/28/2023			5/17/2027			923						915						916						0.06		%
																											3,063						3,012						0.19		%
Semiconductors and semiconductor equipment
Altamira Material Solutions, LP			First lien senior secured revolving loan			S +			6.00%			10.48		%	7/28/2023			9/2/2026			$	45					$	34					$	34					0.00		%
Altamira Material Solutions, LP			First lien senior secured term loan			S +			6.00%			10.48		%	7/28/2023			9/2/2026			1,018						1,012						1,010						0.07		%
																											1,046						1,044						0.07		%
Software
Affinitiv Inc (6)			First lien senior secured revolving loan			S +			7.00%			11.59		%	7/28/2023			1/26/2025			$	186					$	(2)					$	(2)					0.00		%
Affinitiv Inc			First lien senior secured term loan			S +			7.00%			11.59		%	7/28/2023			1/26/2025			2,230						2,198						2,207						0.14		%
Genius Bidco LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.58		%	5/1/2024			5/1/2030			4,661						(41)						(33)						0.00		%
Genius Bidco LLC (6)(27)			First lien senior secured revolving loan			S +			5.25%			9.58		%	5/1/2024			5/1/2030			3,571						(63)						(58)						0.00		%
Genius Bidco LLC			First lien senior secured term loan			S +			5.25%			9.58		%	5/1/2024			5/1/2030			12,647						12,410						12,438						0.81		%
GPSTrackit Holdings, LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.36		%	3/29/2024			3/29/2029			1,968						1,925						1,928						0.13		%
GPSTrackit Holdings, LLC (6)			First lien senior secured revolving loan			S +			6.00%			10.34		%	3/29/2024			3/29/2029			4,429						(92)						(90)						(0.01)		%
GPSTrackit Holdings, LLC			First lien senior secured term loan			S +			6.00%			10.34		%	3/29/2024			3/29/2029			32,483						31,786						31,752						2.06		%
GS XX Corporation (6)			First lien senior secured revolving loan			S +			4.75%			9.08		%	4/19/2024			4/19/2029			2,381						(41)						(38)						0.00		%
GS XX Corporation			First lien senior secured term loan			S +			4.75%			9.08		%	4/19/2024			4/19/2029			16,863						16,560						16,585						1.08		%
Shasta Buyer, LLC			First lien senior secured revolving loan			S +			4.75%			9.11		%	11/12/2024			8/9/2028			4,307						512						512						0.03		%
Shasta Buyer, LLC			First lien senior secured term loan			S +			4.75%			9.27		%	11/12/2024			8/9/2028			20,344						20,046						20,047						1.30		%
ShiftKey, LLC (6)			First lien senior secured revolving loan			S +			5.75%			10.34		%	7/28/2023			6/21/2027			110						(1)						(2)						0.00		%
ShiftKey, LLC			First lien senior secured term loan			S +			5.75%			10.34		%	7/28/2023			6/21/2027			3,665						3,647						3,587						0.23		%
																											88,844						88,833						5.77		%
Specialty retail
Dykstras Auto LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.84		%	7/28/2023			10/22/2026			$	332					$	252					$	251					0.02		%
Dykstras Auto LLC			First lien senior secured revolving loan			S +			6.25%			10.84		%	7/28/2023			10/22/2026			38						26						26						0.00		%
Dykstras Auto LLC			First lien senior secured term loan			S +			6.25%			10.84		%	7/28/2023			10/22/2026			621						615						613						0.04		%
Fastlap, LLC (6)			First lien senior secured delayed draw term loan			S +			5.25%			9.53		%	6/20/2024			6/20/2029			14,130						(254)						(234)						(0.02)		%
Fastlap, LLC			First lien senior secured revolving loan			P +			4.25%			11.75		%	6/20/2024			6/20/2029			2,256						1,539						1,542						0.10		%
Fastlap, LLC			First lien senior secured term loan			S +			5.25%			9.53		%	6/20/2024			6/20/2029			10,042						9,856						9,874						0.64		%
Kaizen Auto Care, LLC			First lien senior secured revolving loan			F +			5.00%			5.00		%	3/1/2024			12/22/2026			152						35						2						0.00		%
Kaizen Auto Care, LLC			First lien senior secured term loan			F +			5.00%			5.00		%	7/28/2023			12/22/2027			1,352						1,342						1,059						0.07		%
Leonard Group, Inc			First lien senior secured revolving loan			S +			6.50%			11.09		%	7/28/2023			2/26/2026			234						77						77						0.00		%
Leonard Group, Inc			First lien senior secured term loan			S +			6.50%			11.09		%	7/28/2023			2/26/2026			1,308						1,305						1,303						0.08		%

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

62

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Table of Contents

TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Pink Lily Holdings, LLC (6)			First lien senior secured revolving loan			S +			7.00% PIK			11.74		%	7/28/2023			11/16/2027			31						(1)						(2)						0.00		%
Pink Lily Holdings, LLC			First lien senior secured term loan			S +			7.00% PIK			11.74		%	7/28/2023			11/16/2027			1,309						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 loan			S +			4.75%			9.09		%	12/30/2024			12/20/2030			$	7,989					$	(40)					$	(40)					0.00		%
Lakeshirts LLC			First lien senior secured revolving loan			S +			4.75%			9.21		%	12/30/2024			12/30/2030			11,650						1,048						1,048						0.07		%
Lakeshirts LLC			First lien senior secured term loan			S +			4.75%			9.09		%	12/30/2024			12/30/2030			33,098						32,767						32,767						2.13		%
																											33,775						33,775						2.20		%
Trading companies and distributors
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			10.02		%	7/28/2023			4/9/2027			$	330					$	326					$	326					0.02		%
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			10.02		%	12/12/2023			4/9/2027			4,128						4,071						4,082						0.26		%
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			10.09		%	7/28/2023			4/9/2027			344						340						341						0.02		%
AFC-Dell Holding Corp			First lien senior secured delayed draw term loan			S +			5.50%			10.09		%	7/1/2024			4/9/2027			10,255						28						38						0.00		%
AFC-Dell Holding Corp (6)(28)			First lien senior secured revolving loan			S +			5.50%			10.02		%	7/28/2023			10/9/2026			156						(2)						(2)						0.00		%
AFC-Dell Holding Corp			First lien senior secured term loan			S +			5.50%			10.09		%	7/28/2023			4/9/2027			5,475						5,402						5,413						0.35		%
American Equipment Systems LLC			First lien senior secured delayed draw term loan			S +			6.00%			10.60		%	7/28/2023			5/19/2025			37						37						36						0.00		%
American Equipment Systems LLC			First lien senior secured term loan			S +			6.00%			11.58		%	7/28/2023			11/5/2026			70						69						69						0.00		%
American Equipment Systems LLC			First lien senior secured term loan			S +			6.00%			10.50		%	3/15/2024			11/5/2026			935						921						922						0.06		%
American Equipment Systems LLC			First lien senior secured term loan			S +			6.00%			10.48		%	7/28/2023			11/5/2026			317						312						313						0.02		%
Ascent Lifting, Inc (6)			First lien senior secured revolving loan			S +			5.25%			9.71		%	9/9/2022			9/9/2027			2,500						(45)						(44)						0.00		%
Ascent Lifting, Inc			First lien senior secured term loan			S +			5.25%			9.71		%	9/9/2022			9/9/2027			17,020						16,672						16,696						1.08		%
AWI Group, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.34		%	8/1/2024			8/1/2029			4,487						3,937						3,944						0.26		%
AWI Group, LLC			First lien senior secured revolving loan			S +			5.75%			10.27		%	8/1/2024			8/1/2029			10,420						3,143						3,158						0.20		%
AWI Group, LLC			First lien senior secured term loan			S +			5.75%			10.08		%	8/1/2024			8/1/2029			55,199						54,165						54,233						3.52		%
Banner Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.75% + 0.50% PIK			10.73		%	7/28/2023			10/31/2025			558						557						548						0.04		%
Banner Buyer, LLC			First lien senior secured revolving loan			S +			5.75% + 0.50% PIK			10.73		%	7/28/2023			10/31/2025			370						72						66						0.00		%
Banner Buyer, LLC			First lien senior secured term loan			S +			5.75% + 0.50% PIK			10.73		%	7/28/2023			10/31/2025			1,345						1,341						1,317						0.09		%

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

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
CAP KSI Holdings LLC			First lien senior secured revolving loan			S +			5.25%			9.61		%	6/28/2024			6/28/2030			7,145						1,212						1,224						0.08		%
CAP KSI Holdings LLC			First lien senior secured term loan			S +			5.25%			9.58		%	6/28/2024			6/28/2030			42,547						41,939						42,034						2.73		%
Eastern Communications Solutions, Inc. (6)			First lien senior secured revolving loan			S +			5.25%			9.57		%	12/30/2024			12/30/2030			3,240						(49)						(49)						0.00		%
Eastern Communications Solutions, Inc.			First lien senior secured term loan			S +			5.25%			9.57		%	12/30/2024			12/30/2030			12,612						12,423						12,422						0.81		%
Empire Equipment Company, LLC			First lien senior secured revolving loan			S +			6.25%			10.73		%	7/28/2023			1/17/2025			439						187						184						0.01		%
Empire Equipment Company, LLC			First lien senior secured term loan			S +			6.25%			10.72		%	7/28/2023			1/17/2025			1,652						1,651						1,638						0.11		%
Lehman Pipe Buyer, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.52		%	8/30/2024			8/30/2030			5,309						(100)						(92)						(0.01)		%
Lehman Pipe Buyer, LLC			First lien senior secured term loan			S +			5.00%			9.52		%	8/30/2024			8/30/2030			29,550						28,986						29,037						1.88		%
Montway LLC			First lien senior secured delayed draw term loan			S +			6.25%			10.96		%	7/28/2023			11/4/2025			662						660						659						0.04		%
Montway LLC (6)			First lien senior secured revolving loan			S +			6.25%			10.96		%	7/28/2023			11/4/2025			150						(1)						(1)						0.00		%
Montway LLC			First lien senior secured term loan			S +			6.25%			10.96		%	7/28/2023			11/4/2025			701						698						697						0.05		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.59		%	8/5/2022			8/5/2028			3,193						3,161						3,169						0.21		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.08		%	8/5/2022			8/5/2028			2,694						2,652						2,674						0.17		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.88		%	8/5/2022			8/5/2028			2,673						2,635						2,654						0.17		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.20		%	12/1/2023			8/5/2028			4,672						4,574						4,637						0.30		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.30		%	3/29/2024			8/5/2028			7,190						7,039						7,136						0.46		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			6.75		%	10/31/2024			8/5/2028			4,221						2,459						2,467						0.16		%
NEFCO Holding Company, LLC			First lien senior secured delayed draw term loan			S +			5.75%			10.10		%	10/31/2024			8/5/2028			4,221						4,180						4,190						0.27		%
NEFCO Holding Company, LLC			First lien senior secured revolving loan			P +			4.75%			12.25		%	8/5/2022			8/5/2028			7,269						649						689						0.04		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			10.45		%	12/1/2023			8/5/2028			652						639						648						0.04		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			10.34		%	10/31/2024			8/5/2028			3,419						3,386						3,394						0.22		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			10.27		%	8/13/2024			8/5/2028			2,577						2,555						2,558						0.17		%
NEFCO Holding Company, LLC			First lien senior secured term loan			S +			5.75%			10.27		%	8/5/2022			8/5/2028			17,561						17,238						17,430						1.13		%
Triad Technologies, LLC (6)			First lien senior secured revolving loan			S +			5.25%			9.73		%	7/28/2023			10/31/2025			332						(3)						(3)						0.00		%
Triad Technologies, LLC			First lien senior secured term loan			S +			5.25%			9.73		%	7/28/2023			10/31/2025			1,192						1,183						1,180						0.08		%
Value Added Distributors, LLC (6)			First lien senior secured revolving loan			S +			4.75%			9.10		%	12/19/2024			12/19/2029			3,768						(57)						(57)						0.00		%
Value Added Distributors, LLC			First lien senior secured term loan			S +			4.75%			9.10		%	12/19/2024			12/19/2029			11,267						11,099						11,098						0.72		%
Wolf Gordon Inc (6)			First lien senior secured revolving loan			P +			4.25%			11.75		%	5/1/2024			5/1/2029			3,809						(66)						(61)						0.00		%
Wolf Gordon Inc			First lien senior secured term loan			S +			5.25%			9.58		%	5/1/2024			5/1/2029			20,328						19,969						19,998						1.30		%
																											262,244						263,010						17.06		%
Water utilities

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

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Company(1)(2)			Investment			Reference Rate and Spread (5)						Interest Rate			Purchase Date			Maturity Date			Principal/ Par Amount(3)						Amortized Cost(4)						Fair Value						Percentage of Net Assets
Diamondback Buyer, LLC			First lien senior secured delayed draw term loan			S +			5.00%			9.36		%	10/15/2024			7/22/2026			$	3,664					$	1,005					$	1,008					0.07		%
Diamondback Buyer, LLC (6)			First lien senior secured revolving loan			S +			5.00%			9.34		%	7/28/2023			7/22/2026			75						—						(1)						0.00		%
Diamondback Buyer, LLC			First lien senior secured term loan			S +			5.00%			9.34		%	7/28/2023			7/22/2026			1,421						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, LLC			Sponsor subordinated note			12.50% + 7.00% PIK						19.50		%	7/28/2023			7/17/2026			$	15					$	14					$	15					0.00		%
Total non-controlled/non-affiliated sponsor subordinated notes																											14						15						0.00		%
Total non-controlled/non-affiliated investments																											3,084,619						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 investments																											74,552						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.

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

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

(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%.

(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.

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Foreign currency forward contracts

Counterparty

Currency Purchased

Currency Sold

Settlement

Unrealized 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

1/24/2025

60

Total

$

46

Currency Abbreviations:

USD - U.S. Dollar

CAD - Canadian Dollar

Interest Rate Swaps
Counterparty			Hedged Instrument			Company Receives			Company Pays			Maturity Date			Notional Amount			Fair Value			Upfront Payments/Receipts			Unrealized Appreciation/(Depreciation)
Morgan Stanley Capital Services, LLC			Series A, Tranche A Notes			7.6900		%	S + 3.547%			9/19/2026			$	90,000		149			—			149
Morgan Stanley Capital Services, LLC			Series A, Tranche B Notes			7.7800		%	S + 3.866%			9/19/2028			150,000			(512)			—			(512)
MUFG Bank, Ltd.			Series B, Tranche A Notes			6.4200		%	S + 3.122%			10/15/2028			20,000			(601)			—			(601)
MUFG Bank, Ltd.			Series B, Tranche A Notes			6.4200		%	S + 3.116%			10/15/2028			65,000			(1,939)			—			(1,939)
Wells Fargo Bank, N.A.			Series B, Tranche C Notes			6.5200		%	S + 3.181%			10/15/2029			100,000			(3,527)			—			(3,527)
Morgan Stanley Capital Services, LLC			Series B, Tranche C Notes			6.5200		%	S + 3.384%			10/15/2029			50,000			(1,940)			—			(1,940)
MUFG Bank, Ltd.			Series B, Tranche C Notes			6.5200		%	S + 3.243%			10/15/2029			50,000			(1,925)			—			(1,925)
MUFG Bank, Ltd.			Series B, Tranche C Notes			6.5200		%	S + 3.266%			10/15/2029			90,000			(3,542)			—			(3,542)
Total																		$	(13,837)		$	—		$	(13,837)

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

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TPG Twin Brook Capital Income Fund

Consolidated Schedule of Investments

As of December 31, 2024

(Amounts in thousands)

Interest Rate Options
Counterparty			Instrument			Company Receives			Company Sold			Maturity Date			Notional Amount			Fair Value			Upfront Payments/Receipts			Unrealized Appreciation/(Depreciation)
Wells Fargo Bank, N.A.			Sold SOFR Floor with Annnuitized Premium			0.08% Semiannual premium			1.00% 3M SOFR Floor			4/15/2029			$	100,000		152			—			152
Morgan Stanley Capital Services, LLC			Sold SOFR Floor with Annnuitized Premium			0.09% Quarterly premium			1.00% 3M SOFR Floor			4/15/2029			50,000			96			—			96
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.0604% Quarterly premium			1.00% 3M SOFR Floor			7/15/2028			20,000			21			—			21
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.0919% Quarterly premium			1.00% 3M SOFR Floor			4/15/2029			50,000			76			—			76
Morgan Stanley Capital Services, LLC			Sold SOFR Floor with Annnuitized Premium			0.0700% Semiannual premium			1.00% 3M SOFR Floor			12/19/2026			90,000			37			—			37
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.0642% Quarterly premium			1.00% 3M SOFR Floor			7/15/2028			65,000			67			—			67
Morgan Stanley Capital Services, LLC			Sold SOFR Floor with Annnuitized Premium			0.1100% Semiannual premium			1.00% 3M SOFR Floor			9/19/2028			150,000			226			—			226
MUFG Bank, Ltd.			Sold SOFR Floor with Annnuitized Premium			0.0935% Quarterly premium			1.00% 3M SOFR Floor			4/15/2029			90,000			137			—			137
Total																		$	812		$	—		$	812

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

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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.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

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.

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.

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.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

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 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

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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.

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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.

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

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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.

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 months ended March 31, 2025, the Company paid approximately $502,000 of financing costs. For the three months ended March 31, 2025, the Company amortized approximately $1.8 million of financing costs which have been included in “Interest” expense on the consolidated statements of operations. For the three months ended March 31, 2024, the Company paid approximately $1.6 million of financing costs. For the three months ended March 31, 2024, the Company amortized approximately $630,000 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 months ended March 31, 2025, the Company received approximately $1.0 million of agent fees. During the three months ended March 31, 2025, approximately $1.1 million of agent fees have been recognized as earned and included in “Other” income on the consolidated statements of operations. For the three months ended March 31, 2024, the Company received approximately $620,000 of agent fees. During the three months ended March 31, 2024, approximately $616,000 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

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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 months ended March 31, 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, 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 months ended March 31, 2025, the Company accrued $87,000 current federal tax. For the three months ended March 31, 2025, the Company accrued approximately $280,000 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 months ended March 31, 2024, the Company accrued $0 current federal tax. For the three months ended March 31, 2024, the Company accrued approximately $311,000 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 March 31, 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 months ended March 31, 2025, the Company earned approximately $206,000 of syndication and other origination fee income, which is included in “Other” income on the consolidated statements of operations. For the three months ended March 31, 2024, the Company earned approximately $591,000 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

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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 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 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 March 31, 2025 and December 31, 2024:

			March 31, 2025												December 31, 2024
(Amounts in thousands)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
First lien senior secured debt			$	3,304,409					$	3,298,945					$	3,084,605					$	3,080,554
Sponsor subordinated note			15						16						14						15
Investment in affiliated funds			77,857						85,558						74,552						80,654
Total investments			$	3,382,281					$	3,384,519					$	3,159,171					$	3,161,223

The industry composition of investments based on fair value as of March 31, 2025 and December 31, 2024 was as follows:

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			March 31, 2025						December 31, 2024
Aerospace and defense			1.7		%				2.1		%
Air freight and logistics			0.7		%				0.7		%
Auto components			3.3		%				3.6		%
Building products			0.5		%				0.5		%
Chemicals			1.5		%				1.3		%
Commercial services and supplies			3.7		%				3.7		%
Construction and engineering			4.2		%				3.4		%
Containers and packaging			2.5		%				2.6		%
Distributors			0.1		%				0.1		%
Diversified consumer services			6.2		%				6.0		%
Diversified telecommunication services			0.2		%				0.2		%
Electrical equipment			1.7		%				1.6		%
Electronic equipment, instruments and components			0.3		%				0.1		%
Food and staples retailing			1.8		%				1.5		%
Food products			2.2		%				2.1		%
Gas utilities			—		%				—		%
Health care equipment and supplies			3.4		%				2.9		%
Health care providers and services			24.2		%				24.9		%
Health care technology			1.2		%				1.2		%
Household durables			4.0		%				4.3		%
Industrial Conglomerates			0.4		%				0.5		%
Insurance			0.4		%				0.3		%
Interactive Media & Services			0.6		%				0.7		%
Internet and direct marketing retail			0.7		%				0.7		%
IT services			2.0		%				1.8		%
Leisure equipment and products			0.2		%				0.2		%
Leisure products			—		%				—		%
Life sciences tools and services			1.9		%				1.4		%
Machinery			3.9		%				4.1		%
Media			8.5		%				9.2		%
Metals and mining			0.1		%				0.1		%
Multiline Retail			1.5		%				1.6		%
Multisector holdings			2.5		%				2.6		%
Pharmaceuticals			—		%				—		%
Personal products			—		%				—		%
Professional services			1.1		%				1.1		%
Real estate management and development			0.1		%				0.1		%
Semiconductors and semiconductor equipment			—		%				—		%
Software			2.6		%				2.8		%
Specialty retail			0.5		%				0.5		%
Textiles, apparel and luxury goods			1.0		%				1.1		%
Trading companies and distributors			8.5		%				8.3		%
Water utilities			0.1		%				0.1		%
Total			100.0		%				100.0		%

As of March 31, 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.

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Note 4.  Fair Value of Investments

Fair Value Disclosures

The following table presents the fair value hierarchy of financial instruments as of March 31, 2025 and December 31, 2024:

			Assets at Fair Value as of March 31, 2025
(Amounts in thousands)			Level 1						Level 2						Level 3						Total
First lien senior secured debt			$	—					$	—					$	3,298,945					$	3,298,945
Sponsor subordinated note			—						—						16						16
Foreign currency forward contracts			—						1						—						1
Interest rate swaps/options			—						3,310						—						3,310
Total			$	—					$	3,311					$	3,298,961					$	3,302,272
Investments measured at net asset value(1)																					$	85,558
Total financial instruments, at fair value																					$	3,387,830

(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 March 31, 2025
(Amounts in thousands)			Level 1						Level 2						Level 3						Total
Interest rate swaps/options			$	—					$	(7,290)					$	—					$	(7,290)
Total			$	—					$	(7,290)					$	—					$	(7,290)

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

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Notes to Consolidated Financial Statements (Unaudited)

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 months ended March 31, 2025 and 2024:

			Level 3 Assets at Fair Value for the Three Months Ended March 31, 2025*
(Amounts in thousands)			Balance 1/1/2025						Purchases and Drawdowns						Sales and Paydowns						Other**						Realized Gains/ (Losses)						Change in Unrealized Appreciation/(Depreciation)						Balance 3/31/2025						Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 3/31/2025
First lien senior secured debt			$	3,080,554					$	315,233					$	(101,538)					$	6,062					$	48					$	(1,414)					$	3,298,945					$	(1,414)
Sponsor subordinated note			15						—						—						—						—						1						16						1
Total			$	3,080,569					$	315,233					$	(101,538)					$	6,062					$	48					$	(1,413)					$	3,298,961					$	(1,413)

			Level 3 Assets at Fair Value for the Three Months Ended March 31, 2024*
(Amounts in thousands)			Balance 1/1/2024						Purchases and Drawdowns						Sales and Paydowns						Other**						Realized Gains/ (Losses)						Change in Unrealized Appreciation/(Depreciation)						Balance 3/31/2024						Change in Unrealized Appreciation/ (Depreciation) for Level 3 Assets Still Held as of 3/31/2024
First lien senior secured debt			$	1,343,692		$	—		$	450,844					$	(27,765)					$	3,219					$	—					$	(1,815)					$	1,768,175					$	(1,815)
Sponsor subordinated note			13						—						—						—						—						—						13						—
Total			$	1,343,705					$	450,844					$	(27,765)					$	3,219					$	—					$	(1,815)					$	1,768,188					$	(1,815)

*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 March 31, 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.

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Notes to Consolidated Financial Statements (Unaudited)

Asset Class

Fair Value as of 3/31/25

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

$

3,096,398

Discounted cash flow

Yield

8.7% - 66.3%

10.5

%

Decrease

First lien senior secured debt

1,377

Market comparable

Forward Revenue multiple

0.9x - 2.0x

1.3x

Increase

First lien senior secured debt

5,072

Market comparable

LTM Revenue multiple

0.5x - 0.8x

0.6x

Increase

First lien senior secured debt

1,535

Market comparable

LTM EBITDA multiple

14.0x

14.0x

Increase

Sponsor subordinated note

16

Market comparable

LTM EBITDA multiple

7.6x

7.6x

Increase

$

3,104,398

Asset Class

Fair Value as of 12/31/24

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

$

2,379,881

Discounted cash flow

Yield

9.3% - 56.3%

10.9

%

Decrease

First lien senior secured debt

1,483

Market comparable

Forward Revenue multiple

0.9x - 2.0x

1.3x

Increase

First lien senior secured debt

1,845

Market comparable

LTM EBITDA multiple

14.3x

14.3x

Increase

First lien senior secured debt

1,345

Market comparable

Forward EBITDA multiple

8.4x

8.4x

Increase

First lien senior secured debt

2,048

Market comparable

LTM Revenue multiple

0.6x

0.6x

Increase

Sponsor subordinated note

15

Market comparable

LTM 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 $194,563,000 as of March 31, 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.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

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 March 31, 2025 and December 31, 2024, the asset coverage ratio was 200.5% and 188.3%, respectively.

For the three months ended March 31, 2025 and 2024 the components of interest expense were as follows:

(Amounts in thousands)															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Interest expense															$	30,170					$	14,055
Amortization of deferred financing costs															1,783						630
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps															—						773
Hedged items															—
Total interest expense															$	31,953					$	15,458
Average interest rate															6.85		%				7.87		%
Average daily borrowings															$	1,709,148					$	665,103

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 March 31, 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,

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Notes to Consolidated Financial Statements (Unaudited)

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.

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 March 31, 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%.

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

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 March 31, 2025 and December 31, 2024, the Company was in compliance with all such covenants.

As of March 31, 2025, there are approximately $297.0 million in borrowings outstanding on the ASPV Credit Facility, $375.0 million in borrowings outstanding on the MSPV Credit Facility and $36.0 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.

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 March 31, 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

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Notes to Consolidated Financial Statements (Unaudited)

Tranche C Notes, $100 million and $90 million were delivered and paid for on November 14, 2024 and December 12, 2024, respectively.

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 March 31, 2025

(Amounts in thousands)

Principal Outstanding

Interest Rate

Credit 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

None

Not Rated

Total CLO Transaction

$

445,000

(1) Equity Interests were retained by the Company as of March 31, 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.

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Notes to Consolidated Financial Statements (Unaudited)

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 March 31, 2025 and December 31, 2024, the Company did not have borrowings under Short-Term Financing Transactions.

Total debt consisted of the following as of March 31, 2025:

			As of March 31, 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					$	297,000					$	33,163					$	297,000					$	504,929
MSPV Credit Facility			500,000						375,000						125,000						375,000						801,691
Truist Credit Facility			975,000						36,000						808,282						36,000						1,547,426
Series A Tranche A Notes			90,000						90,000						—						90,216						—
Series A Tranche B Notes			150,000						150,000						—						150,788						—
Series B Tranche A Notes			85,000						85,000						—						85,438						—
Series B Tranche B Notes			25,000						25,000						—						25,000						—
Series B Tranche C Notes			290,000						290,000						—						291,411						—
CLO Transaction			369,000						369,000						—						369,000						444,915
Total			$	2,984,000					$	1,717,000					$	966,445					$	1,719,853					$	3,298,961

(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:

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

			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 Facility			500,000						191,400						101,922						191,400						505,122
Truist Credit Facility			975,000						299,600						546,860						299,600						1,639,675
Series A Tranche A Notes			90,000						90,000						—						89,732						—
Series A Tranche B Notes			150,000						150,000						—						148,799						—
Series B Tranche A Notes			85,000						85,000						—						84,330						—
Series B Tranche B Notes			25,000						25,000						—						25,000						—
Series B Tranche C Notes			290,000						290,000						—						286,838						—
CLO Transaction			369,000						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.

Average debt outstanding and weighted average interest rates of outstanding debt for the three months ended March 31, 2025 and 2024 were as follows:

			Three Months Ended March 31, 2025									Three Months Ended March 31, 2024
			Weighted Average Interest Rate			Average Debt Outstanding (in thousands)						Weighted Average Interest Rate			Average Debt Outstanding (in thousands)
ASPV Credit Facility			6.75%			$	298,290					8.06%			$	212,435
MSPV Credit Facility			6.78%			$	310,391					7.74%			$	261,637
Truist Credit Facility			6.61%			$	91,467					7.56%			$	147,947
Series A Tranche A Notes			7.69%			$	90,000					7.69%			$	64,380
Series A Tranche B Notes			7.78%			$	150,000					7.78%			$	107,299
Series B Tranche A Notes			6.42%			$	85,000
Series B Tranche B Notes			7.58%			$	25,000
Series B Tranche C Notes			6.52%			$	290,000
CLO Transaction			6.79%			$	369,000					7.57%			$	166,993
Total Weighted Average			6.85%			$	1,709,148					7.84%			$	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

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

Original Administration Agreement 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 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, 2025 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 months ended March 31, 2025, the Administrator charged approximately $376,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three months ended March 31, 2024, the Administrator charged approximately $232,000 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

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Notes to Consolidated Financial Statements (Unaudited)

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.

Unless earlier terminated as described below, the Investment Management Agreement will remain in effect until November 1, 2025 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 March 31, 2025 and December 31, 2024, the Company has approximately $2.9 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 will pay the Adviser a base management fee and may also pay to it 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 first calendar month in which the Company has operations, net assets will be measured as the beginning net assets as of the date on which the Company begins operations. Base management fees for any partial month or quarter will be appropriately pro-rated.

For the three months ended March 31, 2025, the Company accrued approximately $4.9 million of base management fees payable to the Adviser. For the three months ended March 31, 2024, the Company accrued approximately $2.6 million of base management fees payable to the Adviser. As of March 31, 2025 and December 31, 2024, base management fees payable by the Company to the Adviser were approximately $4.9 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

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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).

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 months ended March 31, 2025, the Company accrued approximately $6.1 million of income incentive fees. For the three months ended March 31, 2024, the Company accrued approximately $3.6 million of income incentive fees. As of March 31, 2025 and December 31, 2024, the Company had approximately $6.1 million and $5.5 million, respectively, of income incentive fees payable, respectively.

As of March 31, 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

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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			—%

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

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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 months ended March 31, 2025, the Company accrued approximately $257,000 of Class S shareholder servicing and distribution fees, of which -$74,000 of servicing fees were waived. For the three months ended March 31, 2024, the Company accrued approximately $88,000 and less than $1,000, of Class S and Class D shareholder servicing and distribution fees, respectively, of which $62,000 of Class S servicing fees were waived

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.

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 months ended March 31, 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,

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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.

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 months ended March 31, 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 March 31, 2025
(Amounts in thousands)			Fair Value as of January 1, 2025						Gross Additions						Gross Reductions						Net Realized Gain (Loss)						Net Change in Unrealized Appreciation (Depreciation)						Fair Value as of March 31, 2025						Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC			$	80,638					$	3,504					$	(544)					$	345					$	1,596					$	85,539					$	—
Twin Brook Segregated Equity Holdings, LLC			16						—						—						—						3						19						—
Total non-controlled/affiliated investments			$	80,654					$	3,504					$	(544)					$	345					$	1,599					$	85,558					$	—

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			Investment in Affiliated Funds at Fair Value for the Three Months Ended March 31, 2024
(Amounts in thousands)			Fair Value as of January 1, 2024						Gross Additions						Gross Reductions						Net Realized Gain (Loss)						Net Change in Unrealized Appreciation (Depreciation)						Fair Value as of March 31, 2024						Dividend, Interest, PIK and Other Income
Non-controlled/affiliated investments
Twin Brook Equity Holdings, LLC			$	54,697					$	6,050					$	(237)					$	—					$	1,595					$	62,105					$	—
Twin Brook Segregated Equity Holdings, LLC			17						—						—						—						4						21						—
Total non-controlled/affiliated investments			$	54,714					$	6,050					$	(237)					$	—					$	1,599					$	62,126					$	—

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.

For the three months ended March 31, 2025, the Company’s monthly average USD notional exposure to derivatives was approximately $615,424,385. For the three months ended March 31, 2024 the Company’s monthly average USD notional exposure to derivatives was approximately $1,521,000.

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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 months ended March 31, 2025 and 2024:

									Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Net change in unrealized gain (loss) on foreign currency forward contracts									$	(45)		67
Net change in unrealized gain (loss) on interest rate options									436			—
Realized (loss) on foreign currency forward contracts									47			(32)

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.

Hedging

The Company designated certain interest rate swaps as the hedging instrument in a qualifying fair value hedge accounting relationship. 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 months ended March 31, 2025 and 2024:

(Amounts in thousands)									Three Months Ended March 31, 2025			Three Months Ended March 31, 2024			Financial Statement Location
Interest rate swaps									$	(8,611)		$	(773)		Interest expense
Hedged items									$	8,155		$	—		Interest expense

The table below presents the carrying value of unsecured borrowings as of March 31, 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:

Description			Principal Amount (Amounts in thousands)			Carrying Value (Amounts in thousands)			Cumulative Hedging Adjustments (Amounts in thousands)
Series A Tranche A Notes			$	90,000		$	90,216		$	216
Series A Tranche B Notes			150,000			150,788			788
Series B, Tranche A Notes			85,000			85,438			438
Series B, Tranche C Notes			290,000			291,411			1,411
Total			$	615,000		$	617,853		$	2,853

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:

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Description			Principal 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 Notes			150,000			148,799			(1,201)
Series B, Tranche A Notes			85,000			84,330			(670)
Series B, Tranche C Notes			290,000			286,838			(3,162)
Total			$	615,000		$	609,699		$	(5,301)

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 March 31, 2025 and December 31, 2024, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company			March 31, 2025			December 31, 2024
First lien senior secured debt			(Amounts in thousands)			(Amounts in thousands)
50Floor, LLC			$	106		$	146
626 Holdings Equity, LLC			3			39
A.P.A Industries, LLC			1,523			1,523
Abrasive Technology Intermediate, LLC			52			104
ACES Intermediate, LLC			7,114			7,114
Advanced Lighting Acquisition, LLC			972			324
ADVI Health, LLC			1,062			1,062
Advocate RCM Acquisition Corp			2,902			2,902
AEP Passion Intermediate Holdings, Inc.			14			14
AFC Industries, Inc.			10,242			10,258
Affinitiv, Inc.			161			186
Agility Intermediate, Inc.			53			53
AHR Intermediate, Inc			13,790			13,790
AirPro Diagnostics, LLC			4,985			—
AKS Engineering and Forestry, LLC			2,890			—
Alcresta Buyer, Inc			16,797			16,797
Aligned Dental Management Services, LLC			6,505			—
ALM Media, LLC			2,688			2,068
AlphaCoin LLC			7,537			7,537
Altamira Material Solutions, LP			11			11

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Portfolio Company			March 31, 2025			December 31, 2024
AM Buyer, LLC			851			32
American Family Care, LLC			5,756			5,756
Answer Acquisition, LLC			658			759
Aptitude Health Holdings, LLC			267			227
Aquatic Sales Solutions, LLC			70			70
ASC Ortho Management, LLC			—			17
Ascend Plastic Surgery Partners MSO LLC			24,879			24,879
Ascent Lifting, Inc.			2,500			2,500
ASP Global Acquisition, LLC			7,906			9,872
AvCarb, LLC			28			32
AWI Group, LLC			7,553			7,553
Baker Manufacturing Company, LLC			2,898			2,898
Banner Buyer, LLC			370			296
Barkley, LLC			2,300			2,300
BBG Intermediate Holdings, Inc.			4			4
BCI Burke Holding Corp.			9,036			9,036
Beacon Oral Specialists Management LLC			188			188
Beghou Consulting, LLC			2,714			1,136
Behavior Frontiers, LLC			1,344			1,344
Best Version Media Acquisition, LLC			2,897			3,976
Bestop, Inc			12,438			12,615
BPCP EE Intermedco LLC			3,387			3,387
BPCP NSA Intermedco, Inc			13,497			13,497
BPCP WLF Intermedco LLC			16,844			16,844
BSC ASI BUYER, LLC			3,661			3,661
BSC Top Shelf Blocker LLC			2,256			2,256
Bulk Lift International, LLC			1,157			1,801
Canadian Orthodontic Partners Corp			28			30
CAP KSI Holdings LLC			4,287			5,835
CARDS Acquisition, Inc			22,754			27,012
Certified Collision Group Acquisition Corp			19			19
Champion Motorsports Group, LLC			41			56
CL Services Acquisition, LLC			9,581			11,529
CNS Purchaser, LLC			14,280			14,280
Community Care Partners, LLC			17			23
COMPASS RESTORATION INTERMEDIARY HOLDINGS, LLC			3,709			—
Copperweld Group, Inc.			888			200
Cosmetic Solutions, LLC			252			252
CPS Power Buyer, LLC			3,079			3,079
CR Services Intermediate, LLC			94			94
CSL Intermediate Acquisition LLC			2,553			2,553
Custom Agronomics Holdings, LLC			393			786
Datum Acquisition, LLC			1,312			1,312

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Portfolio Company			March 31, 2025			December 31, 2024
DealerOn Inc.			314			314
Dermatology Medical Partners OpCo, LLC			9			9
Diamondback Buyer, LLC			75			2,713
DNS IMI Acquisition Corp			41			38
Double E Company, LLC			230			265
Duggal Acquisition, LLC			12,543			11,079
Dykstra's Auto, LLC			82			88
Dynamic Campus Acquisition, Inc.			13,264			—
Eastern Communications Solutions, Inc.			3,240			3,240
Edko Acquisition, LLC			26			26
EH Management Company, LLC			38			38
Empire Equipment Company, LLC			251			251
Endodontic Practice Partners, LLC			13,777			11,438
E-Phoenix Acquisition Co. Inc.			41			53
Esquire Deposition Solutions, LLC			6,439			7,666
Ever Fresh Fruit Company, LLC			2,394			3,893
Exclusive Concepts, LLC			3,343			4,833
Fastlap, LLC			14,130			14,806
Formulated Buyer, LLC			2			2
Franchise Fastlane, LLC			15			15
FreshAddress, LLC			30			30
Fyzical Buyer, LLC			1,339			1,653
Genius Bidco, LLC			7,755			8,231
Geriatric Medical and Surgical Supply, LLC			300			300
Gold Medal Holdings, Inc.			3,943			3,986
Golden Bear PT Partners, LLC			11			11
GPSTrackit Holdings, LLC			4,429			4,429
GS XX Corporation			2,381			2,381
Guardian Dentistry Practice Management, LLC			4,188			4,188
H2 Holdco, Inc.			14,765			16,664
Harley Exteriors Acquisition, LLC			5,251			5,251
Health and Wellness Partners LLC			8,288			—
HEC Purchaser Corp.			7,843			7,843
Helpware, Inc.			2,531			2,531
Highland Acquisition, Inc.			1,771			1,771
HLSG Intermediate, LLC			2,960			16
Home Brands Group Holdings, Inc.			48			48
HTI Intermediate, LLC			3,455			3,770
Hultec Buyer, LLC			3,288			3,288
Hydromax USA, LLC			182			182
Icelandirect, LLC			6			6
Icreon Holdings, LLC			536			1,071
IMA Group Management Company, LLC			192			192

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Portfolio Company			March 31, 2025			December 31, 2024
Infolinks Media Buyco, LLC			38			38
Innovative FlexPak, LLC			182			232
IPC Pain Acquisition, LLC			1,140			1,140
Ironhorse Purchaser, LLC			4,941			3,924
ISPN Intermediate, LLC			718			718
ISSA, LLC			92			131
Johns Byrne LLC			4,039			4,039
Juniper Landscaping Holdings LLC			465			1,630
K-1 Packaging Group, LLC.			6,748			6,579
Kaizen Auto Care, LLC			83			117
Keystone Partners, LLC			2,753			3,691
Kittyhawk, Inc			3,571			3,571
Kravet Design LLC			4,349			4,349
Kwalu, LLC			4,724			4,049
L&J Holding Company LLC			12,027			12,027
Lakeshirts LLC			14,688			18,474
Lawn Care Holdings Purchaser, Inc			12,099			13,262
Lehman Pipe Buyer, LLC			5,309			5,309
Leonard Group, Inc.			156			156
Load One Purchaser Corporation			2,668			3,201
MacKenzie Childs Acquisition, Inc.			2,699			3,374
MacNeill Pride Group Corp.			287			215
Mad Rose Company, LLC			266			342
Main Street Gourmet, LLC			38			38
Mattco Forge, Inc.			3,691			4,307
Medical Technology Associates, Inc.			1,101			1,966
Merge USA, Inc			2,515			—
MetaSource, LLC			53			52
Millennia Patient Services, LLC			40			53
Montway LLC			—			150
MRC Keeler Acquisition, LLC			150			150
MS Pain, LLC			6,899			6,899
MWEC Management, LLC			4,168			4,168
My Buyer, LLC			1,494			4,633
Nasco Healthcare Inc.			1,175			1,982
NEFCO Holding Company, LLC			7,241			8,248
Nelson Name Plate Company			90			90
Network Partners Acquisition, LLC			38			38
Nimlok Company, LLC			320			320
NORTH & WARREN, LLC			954			—
NTM Acquisition Corp			1,809			995
NutriScience Innovations, LLC			131			131
NWI Merger Sub, Inc			8,933			8,933

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Portfolio Company			March 31, 2025			December 31, 2024
Optimized Marketing Acquisition, LLC			169			169
Outerbox, LLC			6,357			6,357
P and R Dental Strategies, LLC			12			19
P1 DENTAL MSO, LLC			6,428			—
Palmetto Technology Group, LLC			9,638			9,781
Peak Investment Holdings, LLC			177			274
Peninsula MMGY Corporation			3,691			3,691
PharmaForceIQ INC.			2,093			2,093
PHGP MB Purchaser, Inc.			75			58
Pink Lily Holdings, LLC			31			31
Polaris Labs Acquisition, LLC			2,123			2,123
Polycorp Ltd			18,583			18,583
PPW Acquisition, LLC			8			9
PRA Acquisition, LLC			56			56
Premier Early Childhood Education Partners LLC			8,631			6,261
Premier Produce One, LLC			6,752			—
PRM Management Company, LLC			1,969			1,969
Purpose Home Health Acquisition, LLC			11,028			11,028
Qin's Buffalo, LLC			4,500			4,515
Quality Liaison Services of North America, Inc			1,629			1,629
Raneys, LLC			1,964			1,964
Rapid Fire Safety and Security, LLC			5,547			—
Redwood Buyer, LLC			9,499			—
Reliable Medical Supply LLC			381			7
Renovation Systems, LLC			3,441			3,309
Revival Animal Health, LLC			—			52
RKD Group, LLC			6,872			6,872
RMS Health Care Management, LLC			1,620			1,620
Rose Paving, LLC			7,490			7,943
RTP Acquisition, LLC			15			15
Sage Dental Management, LLC			10,424			12,772
SAMGI Buyer, Inc.			138			138
SCP ENT and Allergy Services, LLC			—			51
SCP OMS Services, LLC			12,613			—
SENS Intermediate Holdings LLC			5,866			—
Shasta Buyer, LLC			4,307			3,732
ShiftKey, LLC			110			110
Signature Dental Partners LLC			10,600			10,589
Signature MD, Inc			8,121			8,274
Silver Falls MSO, LLC			—			12
SimiTree Acquisition LLC			128			128
Simko Merger Sub LLC			4,835			4,835
Sixarp, LLC			1,306			2,053

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Portfolio Company			March 31, 2025			December 31, 2024
Southeast Primary Care Partners, LLC			45			150
Southern Orthodontic Partners Management, LLC			3,979			5,905
Southern Sports Medicine Partners, LLC			27			27
Spear Education Holdings, LLC			6,124			7,290
Spectrum Solutions, LLC			40			107
SPG Holdco, LLC			2,070			2,070
Star Dental Partners LLC			15,405			15,405
Starwest Botanicals Acquisition, LLC			65			87
Stax Holding Company, LLC			60			60
Steel City Wash, LLC			—			12
Storm Smart Buyer LLC			26			26
Sun Orchard, LLC			10,825			11,435
Superior Insurance Partners LLC			11,508			14,403
Surplus Solutions, LLC			5,195			6,080
Teel Plastics, LLC			146			324
The Channel Company, LLC			39			43
The Chempetitive Group, LLC			13,578			13,919
Trademark Global, LLC			18			18
Transitions Intermediate Holdings, LLC			1,765			1,765
Treat Planet Acquisition, LLC			2,422			1,965
Triad Technologies, LLC			332			332
TruBlue LLC			3,761			3,761
TSR Concrete Coatings, LLC			843			537
U.S. Urology Partners, LLC			1,401			1,401
United Land Services Opco Parent, LLC			339			333
Universal Pure, LLC			2,321			2,104
US Anchors Group Inc			3,275			3,275
US Foot and Ankle Specialists, LLC			2,699			2,699
USSC Holding Corp			7,177			7,177
Value Added Distributors, LLC			3,768			3,768
Vanguard Packaging, LLC			1,616			3,821
Varsity DuvaSawko Operating Corp.			3,459			3,459
Varsity Rejuvenate Partners, LLC			5,078			5,078
Vehicle Accessories, Inc.			—			877
VersiCare Management LLC			5,846			6,034
VetEvolve Holdings, LLC			6,812			8,821
Vintage Parts, Inc			1,075			—
WCI Volt Purchaser, LLC			2,249			2,249
Western Veterinary Partners, LLC			10,870			20,872
Westminster Cracker Company, Inc.			1,380			1,380
White Label Communications,LLC			1,457			1,534
Wolf Gordon Inc			3,809			3,809
WTWH Buyer, LLC			1,638			1,638

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Notes to Consolidated Financial Statements (Unaudited)

Portfolio Company			March 31, 2025			December 31, 2024
Yard-Nique, Inc			1,225			807
Zipline Logistics, LLC			574			574
Total unfunded portfolio company commitments			$	864,349		$	820,807

Other Commitments and Contingencies

From time to time, the Company may become a party to certain legal proceedings during the normal course of business. As of March 31, 2025, management was not aware of any material pending or threatened litigation.

Note 9.  Net Assets

Equity Issuances

As of March 31, 2025 and December 31, 2024, the Company had 68,346,039 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 months ended March 31, 2025 and 2024:

						Three Months Ended March 31, 2025
												Shares						Amount in Thousands
Class I:
Proceeds from shares sold												5,435,339						$	137,433
Share transfers between classes												2,989						76
Distributions reinvested												366,673						9,272
Repurchased shares, net of early repurchase reduction												(255,521)						(6,464)
Net increase (decrease)												5,549,480						$	140,317

						Three Months Ended March 31, 2025
												Shares						Amount in Thousands
Class S:
Proceeds from shares sold												1,800,742						$	45,531
Share transfers between classes												—						—
Distributions reinvested												65,102						1,646
Repurchased shares, net of early repurchase reduction												(2,189)						(55)
Net increase (decrease)												1,863,655						$	47,122

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						Three Months Ended March 31, 2025
												Shares						Amount in Thousands
Class D:
Proceeds from shares sold												11,540						$	292
Share transfers between classes												(2,989)						(76)
Distributions reinvested												606						15
Repurchased shares, net of early repurchase reduction												(1,971)						(50)
Net increase (decrease)												7,186						$	181

						Three Months Ended March 31, 2024
												Shares						Amount in Thousands
Class I:
Proceeds from shares sold												9,037,566						$	229,767
Distributions reinvested												159,741						4,060
Repurchased shares, net of early repurchase reduction												(19,539)						(487)
Net increase (decrease)												9,177,768						$	233,340

						Three Months Ended March 31, 2024
												Shares						Amount in Thousands
Class S:
Proceeds from shares sold												615,766						$	15,653
Distributions reinvested												28,689						729
Net increase (decrease)												644,455						$	16,382

						Three Months Ended March 31, 2024
												Shares						Amount in Thousands
Class D:
Proceeds from shares sold												24,776						$	630
Distributions reinvested												787						20
Net increase (decrease)												25,563						$	650

Dividends

The following table reflects dividends declared on common shares during the three months ended March 31, 2025 and 2024:

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Notes to Consolidated Financial Statements (Unaudited)

For the Three Months Ended March 31, 2025
																		Class I
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2025						January 31, 2025						February 26, 2025						$	0.2300					$	13,438
February 25, 2025						February 28, 2025						March 27, 2025						$	0.2200					$	13,365
March 28, 2025						March 31, 2025						April 28, 2025						$	0.2200					$	13,788

For the Three Months Ended March 31, 2025
																		Class S
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2025						January 31, 2025						February 26, 2025						$	0.2171					$	933
February 25, 2025						February 28, 2025						March 27, 2025						$	0.2084					$	969
March 28, 2025						March 31, 2025						April 28, 2025						$	0.2071					$	1,159

For the Three Months Ended March 31, 2025
																		Class D
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2025						January 31, 2025						February 26, 2025						$	0.2300					$	16
February 25, 2025						February 28, 2025						March 27, 2025						$	0.2200					$	17
March 28, 2025						March 31, 2025						April 28, 2025						$	0.2200					$	17

For the Three Months Ended March 31, 2024
																		Class I
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2024						January 31, 2024						February 29, 2024						$	0.2300					$	7,355
February 26, 2024						February 29, 2024						March 31, 2024						$	0.2300					$	7,809
March 28, 2024						March 31, 2024						April 30, 2024						$	0.2300					$	9,064

For the Three Months Ended March 31, 2024
																		Class S
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2024						January 31, 2024						February 29, 2024						$	0.2246					$	329
February 26, 2024						February 29, 2024						March 31, 2024						$	0.2250					$	363
March 28, 2024						March 31, 2024						April 30, 2024						$	0.2246					$	410

For the Three Months Ended March 31, 2024
																		Class D
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2024						January 31, 2024						February 29, 2024						$	0.2246					$	3
February 26, 2024						February 29, 2024						March 31, 2024						$	0.2250					$	11
March 28, 2024						March 31, 2024						April 30, 2024						$	0.2246					$	12

Distribution Reinvestment Plan

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

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 three months ended March 31, 2025:

Tender Offer Expiration Date			Total Number of Shares Repurchased (all classes)			Percentage of Outstanding Shares Repurchased(1)			Price paid Per Share			Tender 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, 2025			259,680			0.4		%	$	25.30		December 31, 2024			$	6,564		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 three months ended March 31, 2024:

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

Tender Offer Expiration Date			Total Number of Shares Repurchased (all classes)			Percentage of Outstanding Shares Repurchased(1)			Price paid Per Share			Tender 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, 2024			19,539			0.1		%	$	25.43		December 31, 2023			$	487		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 three months ended March 31, 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.

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 $612,000 and $656,244 of permanent differences for the three months ended three months ended March 31, 2025 and 2024, respectively.

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Notes to Consolidated Financial Statements (Unaudited)

Note 11.  Financial Highlights

The following are financial highlights for a common share outstanding for Class I, S, and D for the three months ended March 31, 2025 and 2024.

(Amounts in thousands, except share and per share amounts)			Three Months Ended March 31, 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)			0.65			0.61			0.65
Net realized and unrealized gain (loss)(2)			0.01			0.01			0.01
Total from operations			0.66			0.62			0.66
Dividends declared			(0.67)			(0.63)			(0.67)
Total increase (decrease) in net assets			(0.01)			(0.01)			(0.01)
Net asset value, end of period			$	25.29		$	25.29		$	25.29
Shares outstanding, end of period			62,673,057			5,593,418			79,564
Total return(3)(12)			2.6%			2.5%			2.6%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)			11.2%			12.3		%	11.3		%
Ratio of total net operating expenses to average net assets(4)(5)(7)			0.6%			0.6%			0.6%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)			10.5%			10.3%			10.5%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)			10.4%			10.2%			10.4%
Net assets, end of period			$	1,585,048		$	141,462		$	2,012
Weighted average shares outstanding			60,612,620			4,798,726			75,516
Portfolio turnover rate(10)			3.1		%	3.1		%	3.1		%
Asset coverage ratio(11)			200.5		%	200.5		%	200.5		%

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TPG Twin Brook Capital Income Fund

Notes to Consolidated Financial Statements (Unaudited)

(Amounts in thousands, except share and per share amounts)			Three Months Ended March 31, 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)			0.68			0.67			0.66
Net realized and unrealized gain (loss)(2)			0.00			(0.01)			0.00
Total from operations			0.68			0.66			0.66
Dividends declared			(0.69)			(0.67)			(0.67)
Total increase (decrease) in net assets			(0.01)			(0.01)			(0.01)
Net asset value, end of period			$	25.40		$	25.40		$	25.40
Shares outstanding, end of period			39,422,288			1,825,665			38,263
Total return(3)(12)			2.7%			2.6%			2.6%
Ratios / supplemental data
Ratio of total expenses to average net assets(4)(5)(6)			10.4%			10.7		%	10.7		%
Ratio of total net operating expenses to average net assets(4)(5)(7)			0.6%			0.6%			60.0%
Ratio of net investment income (loss) before taxes to average net assets(4)(5)(8)			11.4		%	11.1		%	11.0		%
Ratio of net investment income (loss) after taxes to average net assets(4)(5)(9)			11.3		%	11.0		%	10.8		%
Net assets, end of period			$	1,001,429		$	46,377		$	972
Weighted average shares outstanding			35,153,542			1,635,950			29,527
Portfolio turnover rate(10)			1.8		%	1.8		%	1.8		%
Asset coverage ratio(11)			226.2		%	226.2		%	226.2		%

(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 2.7%, as a percent of average net assets for the three months ended March 31, 2025 for Class I, Class S, and Class D. Included in total expenses are incentive fees of 0.4%, 0.4%, and 0.4%, respectively, as a percent of average net assets for the three months ended March 31, 2024 for Class I, Class S, and Class D respectively.The impact of the waiver included in total expenses net of waivers was 2.7% for Class S shares and was not applicable to Class D or Class I shares for the three months ended March 31, 2025. The impact of the waiver included in total expenses net of waivers was (0.1)% for Class S shares and was not applicable to Class D or Class I shares for the three months ended March 31, 2024.

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(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.

(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.

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Notes to Consolidated Financial Statements (Unaudited)

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 $88 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 April 1, 2025. Additionally, the Company received approximately $69 million of net proceeds relating to the issuance of Class I shares, Class S shares and Class D shares for subscriptions effective May 1, 2025.

On April 24, 2025, the Company’s Board declared net distributions of $0.2200, $0.2075, and $0.2200 per Class I share, Class S share, and Class D share, respectively, payable on May 28, 2025 to shareholders of record as of April 30, 2025.

Effective April 28, 2025, the Company repurchased 1,248,893 shares for $31,529,688, net of Early Repurchase Deductions, when applicable.

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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

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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.

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.

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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 March 31, 2025, 98.7% 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.

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

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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.

As of March 31, 2025, we had borrowings of $1,719.9 million outstanding at an average all-in rate of 6.85%, which is included in debt on the consolidated statements of assets and liabilities. As of December 31, 2024, the Company had borrowings of $1,751.3 million outstanding at an average all-in rate of 7.56%. We incurred approximately $30.2 million and $14.1 million of interest and unused commitment fees for the three months ended March 31, 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 March 31, 2025, based on fair value, our portfolio consisted of 97.47% first lien senior secured debt investments and 2.53% 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 March 31, 2025, we had investments in 245 portfolio companies with an aggregate fair value of $3.4 billion. As of December 31, 2024, we had investments in 234 portfolio companies with an aggregate fair value of $3.2 billion.

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Our investment activity for the three months ended March 31, 2025 and 2024 is presented below (information presented herein is at par value unless otherwise indicated).

(Amounts in thousands)			Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Principal amount of investments committed (including add-ons):
First lien senior secured debt investments			$	350,015		$	569,231
Investment in affiliated funds			3,504			6,050
Total principal amount of investments committed			$	353,519		$	575,281
Principal amount of investments sold or repaid:
First lien senior secured debt investments			$	(86,125)		$	(17,514)
Investment in affiliated funds			(544)			(237)
Total principal amount of investments sold or repaid			$	(86,669)		$	(17,751)
New debt investments(1):
New commitments			$	263,890		$	311,661
Number of new commitments in new portfolio companies(2)			15			12
Average new commitment amount			$	17,593		$	25,972
Weighted average term for new commitments (in years)			5.2			4.9
Percentage of new commitments at floating rates			100.0		%	99.9		%
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.

As of March 31, 2025 and December 31, 2024 our investments consisted of the following:

			March 31, 2025												December 31, 2024
(Amounts in thousands)			Amortized Cost						Fair Value						Amortized Cost						Fair Value
First lien senior secured debt			$	3,304,409					$	3,298,945					$	3,084,605					$	3,080,554
Sponsor subordinated note			15						16						14						15
Investment in affiliated funds			77,857						85,558						74,552						80,654
Total investments			$	3,382,281					$	3,384,519					$	3,159,171					$	3,161,223

The table below describes investments by industry composition based on fair value as of March 31, 2025 and December 31, 2024:

			March 31, 2025			December 31, 2024
Aerospace and defense			1.7		%	2.1		%
Air freight and logistics			0.7		%	0.7		%
Auto components			3.3		%	3.6		%
Building products			0.5		%	0.5		%

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Chemicals			1.5		%	1.3		%
Commercial services and supplies			3.7		%	3.7		%
Construction and engineering			4.2		%	3.4		%
Containers and packaging			2.5		%	2.6		%
Distributors			0.1		%	0.1		%
Diversified consumer services			6.2		%	6.0		%
Diversified telecommunication services			0.2		%	0.2		%
Electrical equipment			1.7		%	1.6		%
Electronic equipment, instruments and components			0.3		%	0.1		%
Food and staples retailing			1.8		%	1.5		%
Food products			2.2		%	2.1		%
Gas utilities			—		%	—		%
Health care equipment and supplies			3.4		%	2.9		%
Health care providers and services			24.2		%	24.9		%
Health care technology			1.2		%	1.2		%
Household durables			4.0		%	4.3		%
Industrial Conglomerates			0.4		%	0.5		%
Insurance			0.4		%	0.3		%
Interactive Media & Services			0.6		%	0.7		%
Internet and direct marketing retail			0.7		%	0.7		%
IT services			2.0		%	1.8		%
Leisure equipment and products			0.2		%	0.2		%
Leisure products			—		%	—		%
Life sciences tools and services			1.9		%	1.4		%
Machinery			3.9		%	4.1		%
Media			8.5		%	9.2		%
Metals and mining			0.1		%	0.1		%
Multiline Retail			1.5		%	1.6		%
Multisector holdings			2.5		%	2.6		%
Pharmaceuticals			—		%	—		%
Personal products			—		%	—		%
Professional services			1.1		%	1.1		%
Real estate management and development			0.1		%	0.1		%
Semiconductors and semiconductor equipment			—		%	—		%
Software			2.6		%	2.8		%
Specialty retail			0.5		%	0.5		%
Textiles, apparel and luxury goods			1.0		%	1.1		%
Trading companies and distributors			8.5		%	8.3		%
Water utilities			0.1		%	0.1		%
Total			100.0		%	100.0		%

As of March 31, 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.

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The weighted average yields and interest rates of our funded debt investments as of March 31, 2025 and December 31, 2024 were as follows:

			March 31, 2025			December 31, 2024
Weighted average total yield of funded debt investments at cost (1)			10.0		%	10.1		%
Weighted average total yield of funded debt investments at fair value(1)			10.0		%	10.1		%
Weighted average spread over reference rates of all floating rate funded debt investments			5.5		%	5.6		%

(1)Calculated using actual interest rates in effect as of March 31, 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 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 Rating						Description
A						A loan supported by exceptional financial strength, stability and liquidity;
B						As 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;
C						A 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”;
D						A loan that has a well-defined weakness that jeopardizes the repayment of the debt or the ongoing enterprise value of the borrower;
E						A loan that has an uncured payment default; and
F						An asset that is considered uncollectible or of such little value that its continuance as a booked asset is unwarranted.

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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 March 31, 2025 and December 31, 2024:

						March 31, 2025												December 31, 2024
Investment Rating						Investments at Fair Value						Percentage of Total Debt Investments						Investments at Fair Value						Percentage of Total Debt Investments
(Amounts in thousands)
A						$	—					—						$	—					—
B						3,248,152						98.5		%				3,037,796						98.6		%
C						38,634						1.2		%				29,483						0.9		%
D						7,414						0.2		%				8,179						0.3		%
E						4,761						0.1		%				5,111						0.2		%
F						—						—						—						—
Total						$	3,298,961					100.0		%				$	3,080,569					100.0		%

The following table shows the amortized cost of our performing and non-accrual debt investments as of March 31, 2025 and December 31, 2024:

			March 31, 2025												December 31, 2024
(Amounts in thousands)			Amortized Cost						Percentage						Amortized Cost						Percentage
Performing			$	3,297,916					99.8		%				$	3,078,161					99.8		%
Non-accrual			6,508						0.2		%				6,458						0.2		%
Total			$	3,304,424					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 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.

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Results of Operations

The following table represents the operating results for the three months ended March 31, 2025 and 2024:

(Amounts in thousands)															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Total investment income															$	88,855					$	48,763
Less: expenses and taxes															46,440						23,671
Net investment income (loss)															42,415						25,092
Net realized gain (loss)															440						(32)
Net change in unrealized gain (loss)															577						(149)
Net increase (decrease) in net assets resulting from operations															$	43,432					$	24,911

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 months ended March 31, 2025 and 2024, were as follows:

(Amounts in thousands)															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Interest															$	86,544					$	46,753
Payment-in-kind interest															967						803
Other															1,344						1,207
Total investment income															$	88,855					$	48,763

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Increases in interest and other investment income were driven by deployment of capital and an increase in investment activity. Total investments as of March 31, 2025 were $3.4 billion as compared to $1.8 billion as of March 31, 2024.

Expenses

Expenses for the three months ended March 31, 2025, and 2024, were as follows:

(Amounts in thousands)															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Interest															$	31,953					$	15,458
Income incentive fees															6,086						3,583
Management fees															4,922						2,647
Other															995						160
Professional fees															526						554
Offering costs															612						339
Insurance fees															188						153
Accounting fees															173						169
Trustees' fees															58						45
Distribution and shareholder servicing fees:
Class D															1						1
Class S															257						88
Administrative fees															376						232
Capital gains incentive fees															—						(7)
Total expenses															$	46,147					$	23,422
Distribution and shareholder servicing fees waived															(74)						(62)
Net expenses															$	46,072					$	23,360

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 months ended March 31, 2025, there were net increases in net assets resulting from operations of $43.4 million, driving the increase in incentive fees, compared to the three months ended March 31, 2024, there were net increases in net assets resulting from operations of $24.9 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 months ended March 31, 2025, the Administrator charged approximately $376,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement. For the three months

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ended March 31, 2024, the Administrator charged approximately $232,000 for certain costs and expenses allocable to the Company under the terms of the Administration Agreement.

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 months ended March 31, 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 months ended March 31, 2025 and 2024, the Company accrued $87,000 and $0 current federal tax, respectively. For the three months ended March 31, 2025 and 2024 the Company accrued approximately $280,000 and $311,000, 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 months ended March 31, 2025 and 2024, net unrealized gains (losses) on our investment transactions were as follows:

(Amounts in thousands)															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Non-controlled, non-affiliated investments															$	(1,413)					$	(1,815)
Non-controlled, affiliated investments															1,599						1,599
Interest rate swaps and options															436						—
Foreign currency forward contracts															(45)						67
Net change in unrealized gain (loss) on investment transactions															$	577					$	(149)

For the three months ended March 31, 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 gain on interest rate swaps and options represents the unrealized gains on interest rate options from changes in SOFR.

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Net Realized Gains (Losses) on Investment Transactions

The realized gains and losses on fully and partially exited portfolio companies during the three months ended March 31, 2025 and 2024, were as follows:

(Amounts in thousands)															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Non-controlled, non-affiliated investments															$	48					$	—
Non-controlled, affiliated investments															345						—
Foreign currency forward contracts															47						(32)
Net realized gain (loss) on investments															$	440					$	(32)

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 $1.7 billion outstanding borrowings as of March 31, 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 March 31, 2025, taken together with our available debt capacity of $966.4 million, is expected to be sufficient for our investing activities and to conduct our operations.

As of March 31, 2025 we had $78.8 million in cash. During the three months ended March 31, 2025, we used $191.1 million in cash for operating activities, primarily as a result of funding portfolio investments of $318.7 million and partially offset by other operating activities of $127.6 million. Net cash provided by financing activities was $108.9 million during the period, primarily the result of proceeds from the issuance of common shares and debt borrowings.

Equity

As of March 31, 2025, the Company had 68,346,039 shares issued and outstanding with a par value of $0.001 per share.

The following tables summarize transactions in common shares during the three months ended March 31, 2025 and 2024:

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						Three Months Ended March 31, 2025
												Shares						Amount in Thousands
Class I:
Proceeds from shares sold												5,435,339						$	137,433
Share transfers between classes												2,989						76
Distributions reinvested												366,673						9,272
Repurchased shares, net of early repurchase reduction												(255,521)						(6,464)
Net increase (decrease)												5,549,480						$	140,317

						Three Months Ended March 31, 2025
												Shares						Amount in Thousands
Class S:
Proceeds from shares sold												1,800,742						$	45,531
Distributions reinvested												65,102						1,646
Repurchased shares, net of early repurchase reduction												(2,189)						(55)
Net increase (decrease)												1,863,655						$	47,122

						Three Months Ended March 31, 2025
												Shares						Amount in Thousands
Class D:
Proceeds from shares sold												11,540						$	292
Share transfers between classes												(2,989)						(76)
Distributions reinvested												606						15
Repurchased shares, net of early repurchase reduction												(1,971)						(50)
Net increase (decrease)												7,186						$	181

						Three Months Ended March 31, 2024
												Shares						Amount in Thousands
Class I:
Proceeds from shares sold												9,037,566						$	229,767
Distributions reinvested												159,741						4,060
Repurchased shares, net of early repurchase reduction												(19,539)						(487)
Net increase (decrease)												9,177,768						$	233,340

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						Three Months Ended March 31, 2024
												Shares						Amount in Thousands
Class S:
Proceeds from shares sold												615,766						$	15,653
Distributions reinvested												28,689						729
Net increase (decrease)												644,455						$	16,382

						Three Months Ended March 31, 2024
												Shares						Amount in Thousands
Class D:
Proceeds from shares sold												24,776						$	630
Distributions reinvested												787						20
Net increase (decrease)												25,563						$	650

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 three months ended March 31, 2025:

			NAV Per Share
For the Months Ended			Class I			Class S			Class 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

Dividends

We plan to make monthly dividends at the Board’s discretion, starting with the first monthly distribution declared in March 2023. The following tables reflect dividends declared on common shares during the three months ended March 31, 2025.

For the Three Months Ended March 31, 2025
																		Class I
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2025						January 31, 2025						February 26, 2025						$	0.2300					$	13,438
February 25, 2025						February 28, 2025						March 27, 2025						$	0.2200					$	13,365
March 28, 2025						March 31, 2025						April 28, 2025						$	0.2200					$	13,788

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For the Three Months Ended March 31, 2025
																		Class S
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2025						January 31, 2025						February 26, 2025						$	0.2171					$	933,000
February 25, 2025						February 28, 2025						March 27, 2025						$	0.2084					$	969,000
March 28, 2025						March 31, 2025						April 28, 2025						$	0.2071					$	1,159,000

For the Three Months Ended March 31, 2025
																		Class D
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2025						January 31, 2025						February 26, 2025						$	0.2300					$	16,000
February 25, 2025						February 28, 2025						March 27, 2025						$	0.2200					$	17,000
March 28, 2025						March 31, 2025						April 28, 2025						$	0.2200					$	17,000

The following tables reflect dividends declared on common shares for the three months ended March 31, 2024:

For the Three Months Ended March 31, 2024
																		Class I
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2024						January 31, 2024						February 29, 2024						$	0.2300					$	7,355
February 26, 2024						February 29, 2024						March 31, 2024						$	0.2300					$	7,809
March 28, 2024						March 31, 2024						April 30, 2024						$	0.2300					$	9,064

For the Three Months Ended March 31, 2024
																		Class S
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2024						January 31, 2024						February 29, 2024						$	0.2246					$	329
February 26, 2024						February 29, 2024						March 31, 2024						$	0.2250					$	363
March 28, 2024						March 31, 2024						April 30, 2024						$	0.2246					$	410

For the Three Months Ended March 31, 2024
																		Class D
Date Declared						Record Date						Payment Date						Dividend per Share						Amount in Thousands
January 28, 2024						January 31, 2024						February 29, 2024						$	0.2246					$	3
February 26, 2024						February 29, 2024						March 31, 2024						$	0.2250					$	11
March 28, 2024						March 31, 2024						April 30, 2024						$	0.2246					$	12

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

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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.

All of the dividends declared for the three months ended March 31, 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 three months ended March 31, 2025:

Tender Offer Expiration Date			Total Number of Shares Repurchased (all classes)			Percentage of Outstanding Shares Repurchased(1)			Price paid Per Share			Tender 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, 2025			259,680			0.4		%	$	25.30		December 31, 2024			$	6,564		0

(1) Percentage is based on total shares as of the close of the previous calendar quarter.

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(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 three months ended March 31, 2024:

Tender Offer Expiration Date			Total Number of Shares Repurchased (all classes)			Percentage of Outstanding Shares Repurchased(1)			Price paid Per Share			Tender 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, 2024			19,539			0.1		%	$	25.43		December 31, 2023			$	487		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 months ended March 31, 2025 and 2024, the components of interest expense were as follows:

(Amounts in thousands)															Three Months Ended March 31, 2025						Three Months Ended March 31, 2024
Interest expense															$	30,170					$	14,055
Amortization of deferred financing costs															1,783						630
(Gain) loss from interest rate swaps accounted for as hedges and related hedged items
Interest rate swaps															—						773
Total interest expense															$	31,953					$	15,458
Average interest rate															6.85		%				7.87		%
Average daily borrowings															$	1,709,148					$	665,103

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.

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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 financial covenants under the MSPV Credit Facility agreement. As of March 31, 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 March 31, 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,

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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.

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 March 31, 2025 and December 31, 2024, the Company was in compliance with all such covenants.

As of March 31, 2025, there are approximately $297.0 million in borrowings outstanding on the ASPV Credit Facility, $375.0 million borrowings outstanding on the MSPV Credit Facility and $36.0 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 March 31, 2025 and December 31, 2024, the asset coverage ratio was 200.5% 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.

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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, 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.

As of March 31, 2025, the Company was in compliance with all covenants and other requirements of each of the Tranche A Notes and Tranche B Notes.

Total debt consisted of the following as of March 31, 2025:

			As of March 31, 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					$	297,000					$	33,163					$	297,000					$	504,929
MSPV Credit Facility			500,000						375,000						125,000						375,000						801,691
Truist Credit Facility			975,000						36,000						808,282						36,000						1,547,426
Series A Tranche A Notes			90,000						90,000						—						90,216						—
Series A Tranche B Notes			150,000						150,000						—						150,788						—
Series B Tranche A Notes			85,000						85,000						—						85,438
Series B Tranche B Notes			25,000						25,000						—						25,000
Series B Tranche C Notes			290,000						290,000						—						291,411
CLO Transaction			369,000						369,000						—						369,000						444,915
Total			$	2,984,000					$	1,717,000					$	966,445					$	1,719,853					$	3,298,961

(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.

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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 Facility			500,000						191,400						101,922						191,400						505,122
Truist Credit Facility			975,000						299,600						546,860						299,600						1,639,675
Series A Tranche A Notes			90,000						90,000						—						89,732						—
Series A Tranche B Notes			150,000						150,000						—						148,799						—
Series B Tranche A Notes			85,000						85,000						—						84,330						—
Series B Tranche B Notes			25,000						25,000						—						25,000						—
Series B Tranche C Notes			290,000						290,000						—						286,838						—
CLO Transaction			369,000						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 March 31, 2025

(Amounts in thousands)

Principal Outstanding

Interest Rate

Credit 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

None

Not 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.

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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 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 March 31, 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 March 31, 2025 and December 31, 2024, we had unfunded commitments, including delayed draw term loans and revolvers, with an aggregate principal amount of $864,349 million and $820,807 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 March 31, 2025 is as follows:

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			Payment Due by Period
(Amounts in millions)			Total						Less than 1 year						1-3						3-5						More than 5 years
ASPV Credit Facility			$	297.0					$	—					$	—					$	297.0					$	—
MSPV Credit Facility			$	375.0					$	—					$	—					$	375.0					$	—
Truist Credit Facility			$	36.0					$	—					$	—					$	36.0					$	—
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					$	—
Total			$	1,717.0					$	—					$	90.0					$	1,258.0					$	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

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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.

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 March 31, 2025, 99% 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 March 31, 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 Income						Interest Expense						Net Income
Up 200 basis points			$	66.7					$	22.0					$	44.7
Up 100 basis points			$	33.1					$	11.0					$	22.1
Down 100 basis points			$	(33.1)					$	(11.0)					$	(22.1)
Down 200 basis points			$	(66.1)					$	(22.0)					$	(44.1)

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 March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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
May 12, 2025			By:			/s/ Trevor Clark
						Trevor Clark
						Chief Executive Officer
						(Principal Executive Officer)
May 12, 2025			By:			/s/ Terrence Walters
						Terrence Walters
						Chief Financial Officer and Treasurer
						(Principal Financial Officer and Principal Accounting Officer)

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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 March 31, 2025 (dollar amounts in thousands, except per share amounts).

Tender Offer Expiration Date			Total Number of Shares Repurchased (all classes)			Percentage of Outstanding Shares Repurchased(1)			Price paid Per Share			Tender 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, 2025			259,680			0.4		%	$	25.30		December 31, 2024			$	6,564		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.

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Item 5. Other Information.

During the fiscal quarter ended March 31, 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”.

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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)
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

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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
May 12, 2025			By:			/s/ Trevor Clark
						Trevor Clark
						Chief Executive Officer
						(Principal Executive Officer)
May 12, 2025			By:			/s/ Terrence Walters
						Terrence Walters
						Chief Financial Officer and Treasurer
						(Principal Financial Officer and Principal Accounting Officer)

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