Stone Point Credit Corp Proxy: 1.00% Fee, Listing Delay to 2030

What Stone Point Credit Corporation is, and what it is not

Stone Point Credit Corporation (SPCC) is a business development company managed by Stone Point Credit Adviser LLC, an affiliate of Stone Point Capital, of Greenwich, Connecticut. It began operating on December 21, 2020, according to the seven-year anniversary date the proxy uses. Its 10-K says the common stock is “offered in private placements” to accredited investors and outside the United States under Regulation S, and that buyers “will not be permitted to transfer their shares without the Company's prior written consent (unless the transfer is to an affiliate) until a date to be established by the Company.” Investors committed capital up front and fund it as the company calls it. At March 6, 2026 there were 199 holders of record, which is why the page is written for someone who is already in it, usually through a feeder, a wealth platform or an advisor's allocation, or who is considering such a position. It is a loan book of about $3.0 billion: 88.4% first-lien loans, 139 portfolio companies at March 31, 2026.

It is not Stone Point Credit Income Fund, the separate Stone Point vehicle that appears on our non-traded BDC list. The two share a board: the proxy says the fund complex consists of SPCC, Stone Point Credit Income Fund and Stone Point Credit Income Fund - Select, and the same directors serve all three. The proposals below are SPCC's alone. For how a business development company works, see our BDC explainer.

The proposals, in one table

The meeting is December 2, 2026 at 10:00 a.m. Eastern, by videoconference only, for holders of record at the close of business on October 16, 2026. A quorum is one-third of the shares outstanding. The proxy says that if you sign and return a card with no instructions, the shares “will be voted FOR” each proposal. In 2024 and 2025 the annual meeting asked for much less, only director elections and the auditor (definitive proxies filed in 2024 and 2025, record dates both September 17); 2026 is the first year the holders are asked to rewrite the fund's timetable.

This is a preliminary proxy

The filing is a PRE 14A, “Preliminary Proxy Statement,” with the “Preliminary” box ticked. The letter to stockholders is dated October 26, 2026 and the proxy says materials will be mailed “on or around October 26, 2026.” The company has left the number of shares outstanding at the record date as a blank placeholder, in the voting section and in the ownership table. We checked EDGAR on October 22, 2026: the most recent filing in the company's submissions record is the PRE 14A of October 9, and there is no definitive proxy yet. Everything on this page about the proposals is the preliminary text; if the definitive one differs, the definitive one controls and this page will be updated. Compare the two before you vote.

The fee cut in dollars (our arithmetic)

The base fee is charged on average gross assets excluding cash. The proxy gives the 2025 amount; the 10-Qs give each quarter. Inverting the 1.30% rate shows what the fee base is, and the new rate applies to the same base:

The saving is 0.30 / 1.30 = 23.1% of the base fee. Against the first half of 2026, when net investment income was $59.1 million, six months of the saving is $4.4 million, 7.5% of that income. The company pays a second fee that moves the other way: 15% of pre-incentive-fee net investment income above a preferred return of 1.75% a quarter (7% annualized), with a catch-up. In the second quarter, pre-incentive income was $34.4 million ($29.27 million of net investment income plus $5.165 million of incentive fee), and the incentive fee of $5.165 million is exactly 15% of it, so the fund is fully in the catch-up zone. Whenever that holds, 15 cents of every dollar of fee saved goes back to the adviser as extra incentive fee, and holders keep about 85 cents: roughly $6.9 million a year on 2025 fees and $7.6 million at the second-quarter pace, or $0.107 a share (our arithmetic; it assumes income stays above the catch-up threshold).

For scale, base and incentive fees together were $56.3 million in 2025 ($35.0 million plus $21.2 million, our sum) and $29.6 million in the first half of 2026, 20.7% of the $142.4 million of total investment income (our arithmetic). The company also incurred about $1.1 million of administrative overhead under its administration agreement in 2025, which the proposal does not touch.

The new incentive-fee cap

Today the income incentive fee is 15% of each quarter's pre-incentive income above the hurdle, with no look-back. The amended agreement would cap it at 15% of the “Cumulative Pre-Incentive Fee Net Return” over the current quarter and the eleven before it, less the income incentive fees already paid in those eleven quarters. That net return is pre-incentive net investment income plus realized gains and realized losses. In plain terms, realized losses would now eat into the income incentive fee instead of being ignored by it. The proxy gives no effective date for the cap beyond a reference to quarters that “commence on or after April 1, 2027” in the definition of the twelve-quarter window, so the start date is one of the things to read in the definitive version.

A worked example shows when the cap would bite (our arithmetic, illustrative, not a forecast). Suppose twelve quarters each had $34.4 million of pre-incentive income, so the cumulative return is $413 million, and the fund paid $5.165 million of income incentive fee in each of the previous eleven quarters ($56.8 million). With no realized losses the cap is 15% of $413 million, or $61.9 million, less $56.8 million paid, which leaves room for $5.1 million, the usual fee. With $50 million of realized losses in the window the cap is 15% of $363 million, or $54.5 million, which is already below the $56.8 million paid, so there would be no room for an income incentive fee that quarter. In the first half of 2026 the fund recorded net realized gains of $0.5 million, so the cap would not have bound. It matters only if realized losses appear.

Why the board is asking for more time: the payout

The proxy's reason for the extension is the market: the company “is operating in a period of capital markets disruption and economic uncertainty,” which includes “increased repurchase requests from stockholders in other private credit investment vehicles and concerns regarding credit quality of certain portfolio companies, including in the software and artificial intelligence sectors.” The board “considered that it may not be in the best interests of stockholders to pursue an Exchange Listing in a volatile market environment.” The numbers that bear on holders sit in the income statement.

The quarterly declaration has moved with it:

The September 29, 2026 Form 8-K calls $0.430 an annualized distribution yield of “approximately 8.8%,” measured on weighted average NAV. The quarterly rate is 33.8% below the $0.650 of the first three quarters of 2024 and 9.5% below the $0.475 of the last two quarters of 2025 (our arithmetic). Income per share fell from $2.53 in 2024 to $1.88 in 2025 even as net assets grew, because the average yield fell (9.7% in the first half of 2026 against 10.5% a year earlier) and operating expenses were 12.2% of average net assets annualized. NAV per share slipped from $19.52 at March 31 to $19.44 at June 30, 2026, after a first-half net change in unrealized value of negative $24.6 million, and total return on NAV for the half was 2.54%, against 5.11% a year earlier.

A holder reading the proposal can see two ways it helps income per share (the lower base fee) and one it does not change: the fund's interest cost. Interest and financing fees were $50.2 million in the first half, 35% of investment income (our arithmetic), on average daily borrowings of $1,124.3 million in the second quarter at 5.7%.

The deadline: what the 2027 date really was

The private placement memorandum, as quoted in the proxy, laid out a sequence if there was no listing by the seven-year anniversary of commencement: the company “may determine to (but shall not be obligated to)” offer holders the option to exchange into a Liquidating Vehicle, an entity that would sell its investments and distribute the proceeds over time, or into a newly formed BDC that might list; any such restructuring “may be predicated upon the Company obtaining an exemptive order from the SEC”; and if neither happened and there was no listing, the board “will use its commercially reasonable efforts to wind down and/or liquidate and dissolve the Company in an orderly manner,” subject to approvals and the 1940 Act.

So the December 21, 2027 date was the first point at which holders could expect one of three outcomes: a listing, a restructuring or a wind-down. Proposal I moves that point to December 31, 2030. What the proxy does not say matters as much. It does not state that a listing is planned (“An Exchange Listing could occur at any time in the Board's discretion”); it says the adviser “continues to evaluate and consider potential alternatives for an Exchange Listing or if it is appropriate to commence an orderly liquidation or wind down of the Company.” And it does not describe what happens if holders vote no, other than that the amended advisory agreement is “contingent upon” both extensions. The proxy states that the PPM language “does not impose an obligation” on the company to pursue a listing or restructuring by a certain date or at all.

SPCC has no repurchase program and no tender offers. Transfers need the company's consent. For a holder, the whole question of getting money back before 2030 is therefore a secondary-sale question, which the filings do not price. For how funds with a redemption window behave, see our private credit redemptions tracker; for liquidations that did happen this month, see BDCs voting to liquidate in 2026.

The commitment period: how much is still callable

Investors fund drawdowns “on an as-needed basis with a minimum of ten business days' prior notice.” The commitment period is the window in which the company may call that money. Under the proxy's description, the period for holders admitted before December 21, 2022 runs to the five-year anniversary of the date the company first issued shares to investors not affiliated with it or the adviser, and for later holders to three years after their own commitment; the proxy then states the current end date as December 31, 2026 (“or later such date for certain stockholders”) and proposes December 31, 2028 for everyone. It adds that the extension “does not alter the terms by which stockholders are required to fund their Capital Commitment nor require any increase in any stockholder's Capital Commitment.” The practical reading (ours): the $226.6 million is not a new obligation, but if you have an uncalled commitment you should expect it can be drawn for two more years, in a period when the board says it wants to “take advantage of the potential for attractive investment opportunities.” The first-half drawdown was $25.0 million. Check your own subscription agreement for how the period applies to you.

The portfolio and the balance sheet at June 30, 2026

The 10-Q reports that the weighted average yield on the portfolio fell to 9.7% from 10.5%, and that payment-in-kind interest was $9.6 million, 6.7% of investment income in the half, against 3.1% a year earlier. The 10-Q says “no investments were on non-accrual status” at either date. The board's own language about “concerns regarding credit quality … in the software and artificial intelligence sectors” sits against a book that is 13.0% software at fair value; the proxy does not say how much of that the board is worried about. For how non-accruals are showing up in other private credit funds, see private credit crisis: BDC non-accruals.

Voting arithmetic

The proposals need a majority of votes cast, with a quorum of one-third of the shares outstanding at the record date and abstentions not counted as votes. The share count at the record date is blank. If it were the 71,049,058 shares outstanding at June 30, 2026 (it will differ), a quorum would be 23.7 million shares (our arithmetic). The directors and executive officers own 43,067 shares, under 1%: the vote is held by outside investors, and 199 holders of record is a small electorate. We do not know who the largest holders are; the filings we read do not list holders above 5%.

What a reader can do with this

• If you hold SPCC directly: you will receive the definitive proxy around October 26. Compare it with the October 9 preliminary text, in particular the share count and any change to the fee or cap wording, and note the December 2 meeting. Abstentions do not count as votes cast.
• If you hold through a feeder, platform or advisor: ask who holds the voting rights, whether you can give instructions, and whether your uncalled commitment is affected by the extension. The fee saving reaches you only through the fund's NAV and distributions, net of whatever your platform charges.
• Judge the trade the board is offering. Holders are asked to accept three more years before the deadline and two more years of callable commitments in exchange for a lower fee and a loss-sensitive incentive fee. About $0.107 to $0.126 a share a year (our arithmetic) is 0.55% to 0.65% of the $19.44 NAV. Whether that is worth the extra time depends on the price you could get in a secondary sale, which these filings do not give.
• Ask your advisor the payout question. The distribution has dropped 34% from the 2024 level and income covered 96% of it in the first half of 2026. Does your plan rely on the old rate?
• Watch what comes next: the definitive proxy and its share count, the third-quarter Form 10-Q (due in mid-November 2026), the vote result on a Form 8-K after December 2, and the amended advisory agreement itself, which the proxy summarizes but which we have not seen in full.

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

FAQ

All figures are from the SEC filings of Stone Point Credit Corporation (CIK 1825384) read on EDGAR on October 22, 2026: the preliminary proxy statement (Form PRE 14A) filed October 9, 2026 (accession 0001104659-26-115055); the definitive proxy statements filed in 2024 (0001104659-24-102561) and 2025 (0001104659-25-093701); the Form 10-K for 2025 (0001193125-26-096955); the Form 10-Qs for the quarters ended March 31, 2026 (0001193125-26-224294) and June 30, 2026 (0001193125-26-352549); and the Form 8-Ks of June 29, 2026 (0001104659-26-078715) and September 29, 2026 (0001104659-26-111809). The fee savings, coverage ratios, share of commitments unfunded, debt-to-equity, day counts, quorum estimate and the worked incentive-cap example are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.