Kennedy Lewis Capital Company NAV fell to $19.44 on August 31, 2026 as a 1,879,571-share tender offer ran

What Kennedy Lewis Capital Company is

KLCC is a Delaware statutory trust that elected to be regulated as a business development company. It began operating as a privately offered fund on February 1, 2023, received notice that its Form N-2 registration was effective on June 24, 2024, and now sells Class I, Class S and Class D shares in a continuous public offering of up to $2.0 billion, at the prior month-end NAV per share. The filings say the shares are not traded: “The Common Shares are not traded in any market.” The only exit is the quarterly tender offer, which the board may offer but is not required to.

At June 30, 2026 the fund held 53 portfolio companies, 96.40% of the portfolio at fair value in first-lien loans, with a weighted average contractual interest rate of 9.62% on commitments (10-Q). The 10-Q states that there were no loans on non-accrual status at June 30, 2026 or December 31, 2025. The adviser, Kennedy Lewis Capital Holdings LLC, is paid a base management fee of 1.25% of average net assets and an income incentive fee with a 5.0% annualized hurdle and a 12.5% rate above the catch-up. The fund appears as one row in our list of non-traded BDCs, which uses the June 30 figures.

NAV: a sawtooth, and August 2026 is the deepest step

KLCC reports a NAV every month-end. Read as a series, it climbs between distribution dates and drops in the months with a record date: March, May, August and November. In the 32 monthly changes from January 2024 to August 2026, all 21 changes in the other months were rises (from $0.08 to $0.33) and all 11 changes in those four months were falls.

The first ten rows come from the month-end table in the 10-K (2024 and 2025) and the monthly 8-Ks (2026), with the distribution dates and amounts from the distribution tables in the 10-Qs. The month after each August fall the NAV rose again: from $20.22 to $20.37 in September 2024 and from $20.03 to $20.26 in September 2025.

What the table says and does not say. If August 2026 had followed the ten earlier months, a $0.65 fall would match a distribution of about $0.78 to $0.93 a share (our arithmetic: $0.65 plus the $0.13 to $0.28 range). The largest distribution in the 10-Q tables is $0.71. Either KLCC declared a larger distribution in August than it has before, or something else moved the NAV, such as loan marks or currency (the 10-Q legend lists EURIBOR and SONIA reference rates as well as SOFR). The 8-K of September 29, 2026 gives only the NAVs, the aggregate NAV, the portfolio's fair value and the offering totals. The September 30 NAV, and the Q3 10-Q, are the documents that will settle it.

The September 2026 tender offer

KLCC filed its Schedule TO-I on August 31, 2026 (accession 0001140361-26-034910). The terms, from the Offer to Purchase:

At the June 30 share count the 5.0% is 1,879,571 shares: 37,518,312 Class I, 65,326 Class S and 7,772 Class D. At $19.44 that is about $36.5 million, 5.0% of the $734,530,967 aggregate NAV (our arithmetic). The fund also says it “is not required to conduct tender offers”.

When the number came out. The month-end NAV that holders could see while the offer was open reached EDGAR late each time:

So a holder reading the August 31 NAV had one day left to withdraw, and the price actually paid is the next month-end. In 2024 and 2025 the NAV rose in the month after the August fall, so the price paid was higher than the last NAV visible; that is history, not a forecast.

Seven offers since December 2024, none prorated

The shares-of-the-offer column is our arithmetic (shares tendered divided by the offer size). The March 2026 offer is the first that drew more than a token request, and it was still small: $10.4 million was 1.4% of the $743.7 million aggregate NAV at March 31 (our arithmetic). The June 2026 final amendment (filed August 10, 2026) reports payment in cash on July 30, 2026, and the March amendment (filed May 12, 2026) payment on April 30, 2026, 30 days after each expiry. The September offer's result amendment had not appeared on EDGAR on November 2, 2026; on the last two cycles it was filed 41 and 42 days after expiry, which would be about November 10, 2026 (our arithmetic). To compare with other funds' September results, see our BDC tender results page and the private credit redemptions tracker.

A three-cent difference in the March price. The March 2026 amendment and the first-quarter 10-Q both say tendering holders were paid the March 31 NAV of $19.97. The same 10-Q's balance sheet shows a Class I NAV of $20.00 at March 31, 2026. The 10-K says the quarter-end NAV in the 8-K can differ from the one used later “due to updates from estimates to actuals”. At 521,197 shares, three cents is $15,636 (our arithmetic). Nothing in the filings says the tender price was wrong; it shows that the price paid in a quarter-end tender can be the 8-K estimate.

The balance sheet behind the August NAV

The 8-K gives two figures, aggregate NAV and the portfolio's fair value, and their gap is roughly the debt plus other net liabilities:

In two months the portfolio rose by $155.4 million while the NAV fell by $15.3 million (our arithmetic). The filings read do not say how that was financed. At June 30, 2026 the Secured Credit Facility had $408,400,000 outstanding, total liabilities were $431,918,061, cash and cash equivalents were $1,571,972 (plus $54,289,908 of restricted cash), and asset coverage was 283.66% against the 150% minimum for a BDC. An 8-K filed October 1, 2026 reports a Third Amendment signed September 28, 2026:

Earlier, on July 1, 2026, the fund moved custody from State Street to U.S. Bank (8-K filed July 7, 2026). Neither 8-K gives a drawn balance after the amendment. The next hard leverage number will be in the Q3 10-Q.

Income, distributions and new money

For the first half of 2026 the Class I per-share table shows net investment income of $0.93, distributions declared of $1.00 and a NAV that moved from $20.04 to $19.95, a total return on NAV of 4.54% (5.24% in the first half of 2025). Net expenses were 7.42% of weighted average net assets, annualized (8.97% in 2025 and 11.37% in 2024). For 2025 as a whole the fund declared $2.34 a share against net investment income of $2.30, a total return on NAV of 10.68%.

Declared distributions were mostly reinvested. In the first-half table $36,362,571 of $59,840,120 went into new shares through the reinvestment plan (60.8%, our arithmetic). Fresh money from outside slowed: Class I share sales were $20,354,100 in the first half of 2026 against $91,754,996 a year earlier, while the six-month purchases of investments fell from $422,242,769 to $188,244,351. The 8-K of September 29 shows cumulative public-offering sales of $362,611,829 in Class I and $313,455,957 from the private offering. The 8-K table lists 33,633,739 shares, while aggregate NAV divided by the Class I NAV implies about 37.8 million shares outstanding (our arithmetic), so the table is not a count of shares outstanding; the difference is probably shares issued by reinvestment, which the 8-K does not break out.

What a reader can do with this

If you hold KLCC shares. The price you get in a tender is the NAV at the end of the quarter, not the last one you saw. The table above shows how far the NAV moves between month-ends, and you can withdraw until the expiry. To tender, the Offer to Purchase says to send the Letter of Transmittal to the transfer agent (Ultimus Fund Solutions) or ask the broker or bank that holds the shares. A partial tender must leave $10,000. A full tender ends reinvestment of distributions, and accepted shares miss any distribution with a record date after acceptance. A sale is a sale for tax purposes; the Offer to Purchase has a section on federal income tax consequences.

If you are thinking of buying. The offering price is the prior month-end NAV, so shares bought for September were priced at $19.44. The numbers to read next are the September 30 NAV, the Q3 distribution and asset coverage. Ask whether a fund that will pay out 5% of its shares at NAV every quarter has the cash to do it without selling loans, and note that KLCC is allowed to fund repurchases with borrowings.

Keep the window in mind. If a tender is oversubscribed, the fund accepts a share of each request, and the unfilled part does not carry over to the next offer. KLCC has not been in that position in the filings we read, but other funds in this market have been: see how tender-offer funds work and what a BDC is.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

All figures are from the SEC filings of Kennedy Lewis Capital Company (CIK 1911321) read on EDGAR on November 2, 2026: the Schedule TO-I of August 31, 2026 and its Offer to Purchase (accession 0001140361-26-034910), the Schedule TO-I/A final amendments of May 12 and August 10, 2026 (0001140361-26-020857 and 0001140361-26-031970), the Form 8-Ks reporting month-end NAV from January 29 to September 29, 2026 (the latest 0001911321-26-000036), the 8-Ks of July 7 and October 1, 2026 (0001140361-26-027772 and 0001140361-26-038272), the Form 10-K for 2025 (0001911321-26-000009) and the Forms 10-Q for the quarters ended September 30, 2025, March 31, 2026 and June 30, 2026 (0001911321-25-000014, 0001911321-26-000019 and 0001911321-26-000029). Differences, ratios and percentages marked “our arithmetic” are ours. The Q3 2026 10-Q, the September 30, 2026 NAV and the tender result were not on EDGAR on that date.