CNL Strategic Capital NAV: $40.47 Class I, 2.5% Buyback Limit

Updated November 7, 2026: the third-quarter 10-Q (filed November 5, 2026) reports the September 30 repurchase. Shareholders asked to sell about $24.9 million; the board approved all of it, and 618 thousand shares were repurchased at $40.36, which is 65% of the $38.1 million quarterly cap (our arithmetic). Details are in the sections below and in our analysis of the 10-Q.

Updated October 27, 2026: September 30 NAV, new offering prices from October 30 and the November distribution. The Form 8-K filed October 26, 2026 puts total NAV at September 30, 2026 at $1,530.3 million on 37.3 million shares (August 31: $1,525.7 million on 37.6 million), with NAV per share of Class I $40.47, Class A $40.08, Class T $40.00, Class D $39.81, Class FA $45.57 and Class S $46.02. Class I rose $0.39 (1.0%) in the month, which the company attributes to higher fair values at ten of its eighteen portfolio companies (four decreased and four did not change). Supplement No. 27 of October 26, 2026 sets new public offering prices effective October 30, 2026: Class A $43.80, Class T $41.99, Class D $39.81 and Class I $40.47, and shares bought through the distribution reinvestment plan are priced at the September 30 NAV. The board declared a distribution for the November 24 record date, payable November 25: $0.104167 on Class I, FA, A and S, $0.083333 on Class T and $0.093750 on Class D. For the nine months to September 30, 51.1% of declared distributions ($17.4 million) were in excess of net investment income and realized gains, which the company says came from offering proceeds (57.2% for January to August). Neither of those two filings reported the September 30 repurchase or changed the program's terms; the November 5 10-Q reports the repurchase.

What CNL Strategic Capital is

A Delaware LLC that buys controlling and minority stakes in "durable middle-market U.S. businesses," financed partly with loans it makes to the same companies. It began operating in February 2018, has raised over $1.3 billion, and held 19 portfolio companies at the end of 2025 and 18 at September 30, 2026 (proxy statement, accession 0001999371-26-002053). It is managed by CNL Strategic Capital Management and sub-managed by Levine Leichtman Strategic Capital, an affiliate of the private equity firm Levine Leichtman Capital Partners. At September 30, 2026 it reported a total NAV of $1,530.3 million on 37.3 million shares, in six classes whose NAV per share ranges from $39.81 (Class D) to $46.02 (Class S) (Form 8-K, accession 0001999371-26-023523). There is no market for the shares. On January 27, 2026 they were held by 15,287 holders of record.

The promise, and what was put to a vote

The 2024 registration statement (accession 0001999371-24-002410) says: "Our board of directors intends to contemplate a liquidity event for our shareholders on or before November 1, 2027," with no obligation to complete one. It lists four forms a liquidity event could take: a sale of the assets followed by liquidation; "subject to an affirmative vote of a two-thirds (2/3) super-majority of our outstanding shares, a decision to continue as a perpetual-life company with a self tender offer for a minimum of twenty-five percent (25%) of our outstanding shares"; a merger for cash or listed shares; or a listing.

In November and December 2025 the board's audit committee ran that assessment with Robert A. Stanger & Co. as financial advisor. Its conclusion, per the proxy: "continuing the Company as a perpetual life vehicle where shareholders can access liquidity through the existing share repurchase program was in the best interests of the Company and its shareholders." The other options "were less likely to maximize pricing and shareholder value due to the current maturity level of the Company's businesses, the lack of direct public market comparables and the limited current appeal to institutional investors."

What went to shareholders was a version of the second option, with a different shape. The prospectus language says a self-tender "for a minimum of" 25%. The proposal was for the company to repurchase "up to the requested liquidity percentage," defined as the NAV of shares actually requested at a measurement date divided by total NAV, "provided that it will not exceed 25%." It could be delivered through higher limits on the regular program, a single self-tender, or both, over four quarters. The vote required was the same: two-thirds of all outstanding shares, and the proxy spelled out that an abstention "will have the effect of a vote AGAINST."

Three meetings and a text message

The count is the story. Of the shares that voted, 93.3% said yes. The plan needed 24,205,330 yes votes and got 20,122,701, 4.1 million short, and roughly 14.7 million shares never voted at all. In a fund held largely through brokerage accounts, many owners never return a proxy; the adjourned meetings and the text-message campaign suggest that was the obstacle here, and it is why a two-thirds-of-outstanding threshold is hard to clear. The outcome is not that shareholders rejected liquidity. It is that most of the ones who cared voted for it and the ones who did not vote decided it.

After the vote the company said it "intends to continue to administer its share repurchase program with no change to its terms," and that the program "has been sufficient to meet all proper share repurchase requests, including requests during the period of time that the recent proxy vote was being pursued." It did not say whether the board will revisit a liquidity event before the November 1, 2027 date in the prospectus. The only forward-looking sentence concerns raising money: the board "will continue to evaluate the Company's options to raise capital beyond the Public Offering, which is scheduled to expire on November 1, 2027."

How close the queue came to the cap

The program allows repurchases of up to 2.5% of total NAV per quarter, measured on the NAV at the last day of the month before the repurchase date, and 10% a year. Here is how much of that each recent quarter used:

The "used" column is our arithmetic from the company's figures. June's $34.3 million was 92% of what the cap allowed. Every request so far has been approved in full, per the June and September 10-Qs, and the company is still selling more shares than it buys back: $37.3 million of net offering proceeds in the April-June 2026 quarter against $34.3 million repurchased. A year earlier it was $35.2 million against $11.2 million, so by June 2026 the margin had gone from about three to one to roughly even. In the July-September 2026 quarter it widened again: $32.1 million from the public offering plus $6.1 million of reinvested distributions, $38.2 million in all, against $24.9 million repurchased, about 1.53 to 1 (our arithmetic from the 10-Q, which reports requests of $24,934 thousand). The September 30 repurchase was 27% below June's $34.3 million and left $13.2 million of the cap unused.

That is the context for the credit line amendment filed two days after the vote. Since May 29, 2026 the $50 million Valley National Bank line "may be used to finance the repurchase of the Company's equity securities from its equity holders in an amount not to exceed 90% of Company's trailing six months new net investment proceeds excluding reinvested distributions." That amendment set a maturity of August 15, 2026; an August 13 amendment pushed it to November 15, 2026.

The part that is working

On its own reporting, the portfolio has done what it said it would. NAV per Class I share went from $38.45 at November 30, 2025 to $38.79 at February 28, $39.46 at May 31, $40.08 at August 31 and $40.47 at September 30, 2026. The company attributes September's gain to increases in the fair value of ten of its 18 portfolio companies; four decreased and four did not change (August's gain was 15 of 18). Its return table, filed October 26, gives Class I a 7.3% return year to date, 10.1% over the year to September 30, 2026 and 10.1% a year since April 2018, with distributions reinvested; Class A, after its upfront sales load, -1.7% year to date, 1.0% over the year and 8.9% a year since inception.

The distribution is not where that return comes from. Class I receives $0.104167 a month, $1.25 a year, about 3.1% of NAV. For January to September 2026, the company reports that 48.9% of declared distributions ($16.6 million) were covered by net investment income and 51.1% ($17.4 million) were “in excess of net investment income and net realized gains,” which it says “consists of distributions made from offering proceeds.” Of the $34.0 million declared, $17.9 million was reinvested through the distribution reinvestment plan, and the $16.1 million paid in cash net of reinvestment was covered 103.2% by net investment income (our arithmetic on the 8-K tables). Net investment income in that period included $13 thousand of net expense support from the manager and sub-manager (October 26, 2026 8-K). We have not re-verified the larger figure reported for the period through August, so we do not compare the two. The cash paid out is covered; what the 51.1% means is that, on the company's accounting, more than half of the declared total is funded from offering proceeds. The value is in the NAV, which you can only reach through the repurchase program.

New buyers pay more from October 30, 2026. The board approved public offering prices of $43.80 for Class A and $41.99 for Class T, which add upfront selling commissions ($2.63 and $1.26) and dealer manager fees ($1.09 and $0.73) to the September 30 NAV, and $39.81 for Class D and $40.47 for Class I, which equal NAV with no upfront load (Supplement No. 27, accession 0001999371-26-023527). Those are subscription prices at the October 30 monthly closing; a holder who leaves through the repurchase program is paid NAV, not the offering price.

One exit since then, and who was on the other side: on October 2, 2026 the company realized its approximately 7.8% indirect equity interest in Resolution Economics for net cash proceeds of approximately $29.2 million after fees, and its approximately $2.8 million of senior secured subordinated notes in the company were repaid. The buyer of the equity interest was an entity owned by an affiliate of Levine Leichtman Strategic Capital, the fund's own Sub-Manager, together with Resolution Economics management and other existing owners (8-K filed October 7, 2026, accession 0001999371-26-022381). A sale to an affiliate of the manager is a price set inside the family; the 8-K does not say how $29.2 million compares with the stake's last reported fair value. The September 30, 2026 10-Q does: it carries Resolution Economics at a fair value of $29.78 million, on a transaction-precedent valuation, against a cost of $7.6 million, so the net proceeds were about 2% below that carrying value (our arithmetic).

What a holder can do with this

• The December 31, 2026 window has closed. Requests must reach the repurchase agent "on or before the date which is (60) days prior to the date the Shares are redeemed," and the repurchase date is generally the last business day of the quarter. For December 31, 2026 that deadline was around November 1, 2026. By the same rule the next one is around January 30, 2027, for the March 31, 2027 repurchase.
• You get the NAV of the month before. A December 31 repurchase is priced at the November 30 NAV; the September 30 repurchase is priced at the August 31 NAV ($40.08 for Class I). The latest figures, at September 30 and filed October 26, 2026, are $40.47 for Class I, $40.08 for A, $40.00 for T, $39.81 for D, $45.57 for FA and $46.02 for S.
• The minimum is 5% of your shares. The program repurchases "all or a portion of their shares (at least 5% of his or her shares)."
• If the cap binds, you are prorated. The prospectus says that if more shares are submitted than the company can buy, "we will repurchase shares on a pro rata basis," and that there have been no unfulfilled requests "since inception" (supplement of August 24, 2026, accession 0001999371-26-018566). At the August 31 NAV the cap is about $38.1 million a quarter; June's repurchase was $34.3 million. The company "may use sources, including, but not limited to, offering proceeds and borrowings" to fund repurchases, and is not obligated to repurchase at all.
• Watch the November 1, 2027 date. The prospectus language about contemplating a liquidity event by then has not been withdrawn in the filings we read; the board has told shareholders its preferred course is to remain perpetual.

The company's full filing record, with links, is on its vehicle page. Our newer analysis of the third-quarter 10-Q is CNL Strategic Capital 10-Q: buybacks at 65% of the cap. A related case of a non-traded vehicle whose board declined a sale is StratCap Digital Infrastructure REIT.

FAQ

All figures are from the filings cited, read on EDGAR on September 25, 2026 and updated on October 27, 2026 with the 8-K and Supplement No. 27 of October 26, 2026, and on November 7, 2026 with the 10-Q for the quarter ended September 30, 2026 (accession 0001684682-26-000024). The percentage of the cap used each quarter, the votes needed, turnout and the distribution yield on NAV are our arithmetic from the reported figures. This is analysis of public documents, not investment, legal or tax advice.