PIMCO Capital Solutions BDC: One Stockholder, Shares Down 20%, and NAV Down to $8.37 From $10.00

What PIMCO Capital Solutions BDC is, and what it is not

The fund is an externally managed BDC that invests in middle-market companies generally with revenues above $20 million and EBITDA below $50 million, according to its 10-K. PIMCO is both the adviser and the administrator. It was incorporated in Delaware on December 23, 2021, elected BDC status on July 11, 2022 and has been taxed as a regulated investment company since August 1, 2022. Three things in that description are easy to get wrong:

• It is not a PIMCO fund you can open an account for. PIMCO’s retail credit products are registered funds. This one sells stock under Section 4(a)(2) and Regulation D, and the 10-K says “It is extremely unlikely that shares will ever be registered under the Securities Act.” For the registered, quarterly-repurchase PIMCO vehicle, see PIMCO Flexible Credit Income (PFLEX).
• It does not take cash from investors as a continuous offering. Investors sign a Capital Commitment and fund “drawdowns” when the fund calls capital. Total commitments were $187.2 million at June 30, 2026, and none was unfunded, so there is no call still to come.
• It is on our non-traded BDC list because it filed a tender offer, not because it is open to the public. That list sorts BDCs by their SEC filings. A fund with one stockholder and a feeder is a private BDC in every sense that matters to an investor.

The 10-K’s language on who may buy is strict: shares “should only be purchased by persons that are ‘accredited investors’ as such term is defined under the Securities Act, and ‘qualified purchasers’ as such term is defined under the 1940 Act (except as may be waived by the Advisor for parties who are ‘knowledgeable employees’ under Rule 3c-5 …).” A qualified purchaser is a higher bar than an accredited investor. The 10-K says the Company “is conducting private offerings,” but the 10-Q reports no closing in the first half of 2025 or 2026, and the filings give no minimum commitment or terms for a new investor, so on those points the answer here is not verified.

One stockholder, and the two PIMCO funds behind it

Item 12 of the 10-K lists a single principal stockholder, Pacific Investment Management Company LLC, with 20,196,766 shares (100%) as of March 20, 2026, and says “PIMCO has sole voting power.” The shares are directly held by the feeder, and the 10-K breaks the position down as follows:

This is how the fund was built. On June 30, 2022 “the PIMCO Entities” contributed assets with a fair value of $143.9 million to the fund under Transfer Agreements, and the fund issued 25,387,884 shares for an aggregate $253.9 million, which is $10.00 a share (our arithmetic). The 10-K reports one stockholder of record at March 24, 2026. The filings do not name the investors in the two PIMCO funds, so we cannot say whether any outside money sits behind them (not verified).

Two tenders, both from the feeder

The Board may choose to buy shares back quarterly, but it has not done so. The Schedule TO-I of October 10, 2025 says “The Company is not required to conduct tender offers,” and its Offer to Purchase warns that if the Company determines not to make repurchases, “you will likely not be able to dispose of your Shares, even if the Company under-performs.” The Schedule TO-I also says that no officer, director or affiliate “(other than the Company’s feeder fund, PIMCO Capital Solutions US Feeder LP …)” intended to tender. In practice the only seller has been the feeder:

Both offers were fully filled because the request was smaller than the amount offered: $33.2 million against $40.0 million, and $25.0 million against $30.0 million, or 83.1% and 83.3% of the amount offered (our arithmetic). The filings do not say how the amount of each offer was set. Together the two repurchases returned $58.2 million, 22.9% of the $253.9 million the fund first raised (our arithmetic). No tender offer or repurchase notice has been filed since the final amendment of November 18, 2025, and the Q2 10-Q mentions no new offer. A holder cannot assume a third offer (no offer announced as of October 27, 2026).

NAV: $10.00 to $8.37

NAV per share has drifted down in every year-end the fund has reported. All figures are from the Financial Highlights and Statements of Assets and Liabilities:

Total return in the filings is the change in NAV plus distributions, not annualized for part-years. By that measure 2024 was the one clearly positive year; the 2025 return of 3.48% followed realized losses of $11.0 million in the year, which included a $1.1 million loss on the early extinguishment of debt. Distributions declared per share from inception to June 30, 2026 add to $3.15 (our sum: $0.45, $0.99, $0.96, $0.41 and $0.34), while distributable earnings were a deficit of $46.8 million at June 30, 2026, against $42.4 million at December 31, 2025. A further distribution of $0.17 a share was declared on August 7, 2026, payable August 12 (10-Q, subsequent events).

The distribution, and what the waived fee is doing

The payout has fallen from about $1 a share a year in 2023 and 2024 to $0.17 a quarter in 2026. In dollars it was $25.1 million in 2023, $20.7 million in 2024, $9.2 million in 2025 and $6.9 million in the first half of 2026. Net investment income covered it, but the cover depends on an adviser decision that the filing says is conditional:

The 10-K says: “The Advisor has agreed to waive all Management Fees payable pursuant to the Advisory Agreement for so long as the only stockholders of the Company are affiliated entities of the Advisor.” For the years 2025, 2024 and 2023 the management fee incurred was $2.5 million, $2.5 million and $3.0 million, “of which 100.0% was waived.” The waiver is tied to who owns the stock, not to a date, so it would stop only if a non-PIMCO investor joined. At the 1.25% rate and the June 30, 2026 net assets of $169.0 million, the base fee would be about $2.1 million a year (our arithmetic; the contract averages two quarter-end balances).

Income itself is shrinking with the portfolio. Total investment income was $9.1 million in the first half of 2026 against $11.9 million a year earlier (down 23.5%), and net investment income after taxes was $7.1 million against $9.0 million. Payment-in-kind interest was 18.0% of the half’s investment income (10-Q), of which $610 thousand came from the Voyatek positions described below.

Fees and costs

The contract as filed has no incentive fee at all, and the one charge that reaches PIMCO in cash today is the 0.15% administration fee plus reimbursed costs; the 1.25% fee is the term that would start if a non-PIMCO stockholder joined.

What is in the portfolio

At June 30, 2026 the fund held investments in 43 portfolio companies across 16 industries, with a fair value of $197.7 million including $34.1 million of short-term investments (Treasury bills and agency discount notes). The mix by instrument:

By industry, Technology is the largest at 33.5% of investments (36.6% at December 31, 2025), then Industrial Other at 9.5%, U.S. Government Agencies 9.5%, Treasury Bills 7.8% and Chemicals 6.6%. 97.6% of investments were U.S.-based. 79.8% of the debt portfolio was floating rate, and the weighted average yield on debt securities was 9.2%, against 6.7% at December 31, 2025. All debt investments were income-producing on both dates (10-Q). Unfunded commitments to portfolio companies were $23.9 million.

Two measures lean the other way. First, the adviser’s own risk scale: no investment was rated 1 or 4; two companies, $15.6 million (7.9% of the portfolio), were rated 3 at June 30, 2026, against one company at $0.2 million (0.1%) at December 31, 2025, and 8.6% at March 31, 2026. Category 3 means “the risk to the Company’s ability to recoup the initial cost basis … has increased materially,” with payments not more than 120 days past due. The 10-Q does not name those companies. Second, valuation: of $197.7 million of investments, $129.7 million were Level 3, valued with significant unobservable inputs, which is 65.6% of investments and 76.7% of net assets (our arithmetic).

Voyatek: the newest and largest change

The most visible change in the June 10-Q is a new affiliated position. Under the 1940 Act a company is “affiliated” when the fund owns 5% or more of its voting securities; before the second quarter the fund reported no affiliated investments. For the six months the 10-Q shows purchases of $25.4 million of Voyatek, interest income of $610 thousand and a net unrealized loss of $2.7 million, leaving a fair value of $23.3 million:

The four lines add to $23.3 million, 13.8% of net assets (our sum). The 10-Q gives no narrative for the investment. The December 31, 2025 schedule had a different large position, GCOM, a 17.000% PIK senior unsecured note due February 16, 2029 that was 9.65% of net assets ($16.7 million), and the schedule at March 31, 2026 still listed it; the June 30, 2026 schedule does not. During the second quarter the fund reported net realized losses of $2.9 million on non-affiliated investments. The filings do not connect GCOM and Voyatek or say how the GCOM position was exited (not verified), so we do not draw that link here. What the schedule does show is that, within one quarter, the fund took a 13.8%-of-net-assets exposure to one company whose debt is listed at 17% and 20% payable in kind, the largest single-company position we found in the schedule (our reading). The 10-Q does not say how the 9.2% yield is built, so we do not attribute the change from 6.7% to these loans.

Leverage and liquidity

Leverage is low. Debt was $35.1 million at June 30, 2026 against net assets of $169.0 million, a debt-to-equity ratio of 0.21 (our arithmetic) and an asset coverage ratio of 580.91% (Financial Highlights), well above the 150% minimum. The lender is Massachusetts Mutual Life Insurance Company and MassMutual Ascend Life Insurance Company. The facility has been cut twice, from $150.0 million to $100.0 million on June 10, 2024 and to $40.0 million on September 12, 2025, which cost a $1.1 million realized loss on debt extinguishment. There is a minimum usage amount equal to 70% of the facility ($28.0 million, our arithmetic), so the fund pays a utilization fee when it borrows less. Cash, restricted cash and foreign currency totaled $8.6 million (restricted cash $7.7 million) and short-term investments $34.1 million, or $42.7 million together (our sum), against total liabilities of $43.5 million.

For a holder, liquidity is the point to read twice. The shares are restricted, a sale needs the Company’s consent, and the only exit the filings describe is the tender offer at the Board’s discretion. The next possible source of news is the Form 10-Q for the quarter ended September 30, 2026, which is due in mid-November 2026.

Filings since the last 10-K

• Form 10-Q, August 11, 2026 (accession 0001193125-26-344935): the Voyatek purchase, the move in risk ratings, NAV of $8.37, and the $0.17 dividend declared August 7.
• Form 40-APP, November 25, 2025, and 40-APP/A, April 28, 2026: an application, with PIMCO closed-end funds, private funds and this BDC, for an order permitting joint (co-investment) transactions. It says it “would supersede the exemptive order issued by the Commission on January 17, 2023.” The filings we read do not show whether the SEC has granted the new order (not verified).
• Form 8-K, April 29, 2025: the election of two independent directors. This is the last Form 8-K on EDGAR for the company.
• Form 40-17G/A, October 26, 2026: a fidelity bond filing for “PIMCO FUNDS,” policy period July 1, 2026 to July 1, 2027, with $15,000,000 single loss limits.

What this means for a reader

• If you came looking to invest, the filings limit purchasers to accredited investors who are also qualified purchasers, in a private placement run by PIMCO, with no retail class, no ticker and no scheduled redemption window.
• If you hold PIMCO private funds, the useful number is that two of them own 100% of this BDC at an NAV of $8.37, 16.3% below its issue price. How that shows up in your fund’s own NAV is in your fund’s reports, not in this fund’s.
• If you are comparing structures, a private BDC with one holder and a waived fee has none of the repurchase mechanics of a retail vehicle. Retail private-credit funds with a repurchase queue are compared in private credit funds in 2026.
• What to watch: a third tender offer (none announced), any outside stockholder, which would end the fee waiver, the Voyatek and risk-rating-3 positions in the September 30 schedule, and the SEC order on co-investment.

FAQ

All figures are from PIMCO Capital Solutions BDC Corp.’s SEC filings read on EDGAR on October 27, 2026: the Form 10-K for 2025 (accession 0001193125-26-121195), the Forms 10-Q for March 31 and June 30, 2026 (0001193125-26-224212 and 0001193125-26-344935) and September 30, 2025 (0001193125-25-277763), the Schedules TO-I of December 22, 2023 and October 10, 2025 and their final amendments (0001193125-23-301416, 0001193125-24-029927, 0001193125-25-237207, 0001193125-25-286038), the Form 8-K of April 29, 2025 (0001193125-25-101046), the Forms 40-APP and 40-APP/A (0001193125-25-297208, 0001193125-26-184793) and the Form 40-17G/A of October 26, 2026 (0001193125-26-430802). Percentages, coverage ratios, sums, the no-waiver illustration and shares-as-a-percentage-of-offer figures are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.