TPG Twin Brook Capital Income Fund: Tender, NAV and Fees 2026

What TCAP is, in one paragraph

TPG Twin Brook Capital Income Fund lends to private-equity-backed companies in the lower middle market and sells Class I, Class S and Class D shares to individual investors through advisers and platforms; its manager is AGTB Fund Manager, LLC, part of the TPG and Angelo Gordon group. It had sold 118,408,239 shares for $2,999.3 million in its continuous offering by the October 1, 2026 subscription date (Form 8-K of October 28), with $2,671.0 million of that in Class I. It is not TPG Inc., the listed manager: owning the fund does not make you a TPG shareholder, and the stock page TPG Inc. (TPG): fees, Twin Brook and Angelo Gordon covers a different subject. For where TCAP sits among its peers, see our list of non-traded BDCs and the private credit funds comparison.

Fourteen tender offers, July 2023 to September 2026

Each row is the result the fund filed in the final Schedule TO-I/A. The limit is about 5% of shares outstanding at the previous quarter-end (the September 2026 offer, 5,332,569 shares, is 5% of the 106,651,372 shares at June 30, 2026, our arithmetic). The April 2025 result was filed twice: the amendment of April 29 reported 893,236 shares tendered and the one of May 6 reported 1,248,893; the table uses the later one.

Through January 2025 requests never passed 10% of the limit; the offers of April 2025 and June 2026 each reached 41%. The fund describes the record itself: in its business update of September 10, 2026 it says “repurchase requests for TCAP have been approximately 2% or less and 100% fulfilled since inception”, and that this quarter's requests represent 1.2% of shares outstanding, about $31 million at the June 30 NAV, “below our program’s 5% quarterly repurchase limit”. The filings back that: the highest request was 2.07% of shares outstanding (June 2026, our arithmetic), and the 10-Q footnotes every repurchase as satisfied in full. What the record does not show is a test. The fund's offer documents say it is “not required to conduct tender offers”, and the 10-Q says repurchases “may not be available each quarter”. For funds that did ration, see our tender offer results for the third quarter of 2026 and the private credit redemption tracker.

The September request is 40% smaller than June's: 1,247,119 shares against 2,088,337 (our arithmetic). One hint of who left: the amount paid is the NAV less the 2% early repurchase deduction on shares held under a year. In September the deduction was $4,493, which at 2% implies about $225,000 of the $31.4 million (0.7%) came from shares held under a year; in June it was $101,412, or about 9.6% of the tender, and in March 10.2% (our arithmetic, assuming no waivers).

The price is now set after you decide

Until the offer that expired October 28, 2025, a holder tendered with the NAV already known (the September 30 NAV) and was paid in cash within five business days of expiry. Starting with the offer that expired December 12, 2025, the expiry comes before the quarter-end that sets the price. The Schedule TO says each accepted shareholder “will be issued a non-interest bearing, non-transferable promissory note” for the value of the shares “determined as of the Valuation Date”, held by the transfer agent. The September 2026 offer expired September 1, was priced at the September 30 NAV and paid on or about October 30, 59 days after expiry (our arithmetic); the three before it took 49, 56 and 59 days. The final amendment says the shares “were repurchased on the Offer Expiration Date”, and the fund expects to fund repurchases from “cash on hand” and/or borrowings.

A worked example (our arithmetic): $100,000 at the September 30 NAV of $25.2021 is 3,968 shares. If, as that wording suggests, the shares stop being outstanding on the expiration date, a holder who tenders gives up the distributions declared for the two month-ends in the window, about $0.40 a share or $1,587 at today's $0.20 a month, and carries a note that pays no interest. A holder who tendered shares held under a year would also take the 2% deduction: $2,000 on $100,000, leaving $98,000.

Who has been buying: the manager's affiliate

Schedule 13D/A filings by TPG GP A, LLC, Angelo Gordon & Co., L.P. and related reporting persons show that AGTB BDC Holdings, L.P. buys new shares from the fund when it receives capital from an investor, at the NAV of the prior month-end. The filings do not name the investor.

At the NAV of $25.2021, 23.3 million shares is about $588 million (our arithmetic). The tender offer of August 5 lists AGTB BDC Holdings, L.P. at 21,187,317.535 shares (19.9%) at June 30 and Nomura Asset Management Co., Ltd. at 6,268,786 shares (5.9%).

The purchases matter for reading demand. The fund's own count of second-quarter subscriptions is $193 million including reinvestment, and its statement of changes in net assets shows $175.0 million of shares sold in the June 2026 quarter. Take out the $100 million of June 1 and sales were $75.0 million, 63% below the $204.2 million of the June 2025 quarter; Class S shares, which carry the largest placement fee, fell from $47.2 million to $13.4 million (down 72%, our arithmetic). In the fourth quarter of 2025 the December purchase was 38% of the $260.4 million sold. The fund says capital inflows from July 1 to September 10, 2026 were about $128 million not counting September reinvestment; with the July 1 purchase of $50 million that leaves about $78 million from everyone else in ten weeks (our arithmetic).

Quarter by quarter: NAV, shares sold and shares repurchased

Shares sold are gross proceeds across the three classes from the statement of changes in net assets; the fourth-quarter figures are the full year less nine months (our arithmetic), and shares outstanding are the sum of the three classes in the financial highlights. NAV per share has moved in a 32-cent band, $25.15 to $25.47, over ten quarters. The $25.2021 of September 30 is 0.4% below the $25.30 of December 31, 2024 (our arithmetic). Repurchases have grown from under $1 million a quarter to $52.5 million in the June 2026 quarter, but they remain a fraction of the money coming in: $83.3 million repurchased in the first half of 2026 against $350.7 million sold (our arithmetic). At June 30 the balance sheet carried $52.6 million as a payable for share repurchase, against $21.1 million at December 31, 2025.

Income, distributions and credit

Income, distributions and the ratio are for the quarter (fourth-quarter figures are the year less nine months, our arithmetic); non-accrual and the ratings are at quarter-end from the 10-Q and 10-K notes, which rate every debt investment from A to F and show none rated F in any period. The pattern is steady: income has grown with the portfolio and has been 95% to 97% of the distribution in each of the last six quarters. On a per-share basis for Class I, net investment income was $2.39 in 2023 against $2.30 of dividends, $2.78 against $2.81 in 2024, $2.51 against $2.62 in 2025 and $1.15 against $1.20 in the first half of 2026, with total returns of 11.1% (2024), 10.4% (2025) and 4.9% (six months, not annualized). The 10-Q says all dividends declared in the first half of 2026 were ordinary income for tax; for 2025, $198.1 million was ordinary income and $3.8 million capital gains. The fund's September 10 update adds that “100% of inception to date distributions were funded from net investment income or realized short-term capital gains”. The gap is small ($2.9 million in the June quarter, our arithmetic), and the fund says all distributions to date were funded from net investment income or realized short-term capital gains.

The credit table has two stories. Non-accruals at cost doubled in the June 2026 quarter, from $5.5 million to $11.3 million, still 0.2% of $4.70 billion of debt at cost (0.1% at fair value, per the fund). Debt rated C, the category for loans with deteriorating trends, more than doubled in the December 2025 quarter, from $51.5 million to $117.9 million (our arithmetic), then fell back to $80.5 million and rose to $100.6 million in June. The PIK share is low: payment-in-kind interest was $1.6 million of $116.5 million of investment income in the June quarter, 1.4% (our arithmetic); the fund quotes 1.3% for the half year. The payout rate is a policy choice, not a floor: it was cut three times between January and December 2025. Monthly Class I dividends were $0.23 (January 2025), $0.22 (February to October), $0.21 (November) and $0.20 (December 2025 onward); the October 2026 declaration is $0.20 for all three classes before the Class S and D servicing fee (net $0.1822 and $0.1947), payable on or about November 25, 2026. That is 9.5% of the September 30 NAV, simple; the 10.0% in the fund's updates counts reinvestment (our arithmetic: $0.20 / $25.20 compounded for twelve months is 9.95%).

Leverage month by month

The fund's figures are rounded to $0.1 billion. Between February 28 and September 30 the portfolio grew 23% and debt 42% (our arithmetic from the rounded figures), while aggregate NAV went from $2.5 billion to $2.8 billion. The statutory limit under Section 61(a)(2) of the Investment Company Act of 1940 (15 U.S.C. 80a-60) is asset coverage of 150%, equivalent to debt of 2.0 times equity; the 10-Q reports 217.7% at June 30, 2026 (0.85x). Three financings sit behind the climb: $225 million of Series D senior notes issued June 4, 2026 at 6.67% (Tranche A, $50 million, due 2029) and 7.03% (Tranche B, $175 million, due 2031); a $372.0 million refinancing of a CLO on August 19; and a warehouse facility with an initial maximum senior commitment of $362.5 million on September 28 (Forms 8-K). The 10-Q puts interest at $35.4 million of $56.5 million of expenses in the June quarter. At June 30 total liabilities were $2,417.5 million against net assets of $2,687.5 million, 0.90 times, the figure our list of non-traded BDCs uses for every fund. The fund says it had over $1.1 billion of available liquidity at June 30.

What you pay: the fee table

The incentive fee is 12.5% of pre-incentive net investment income above a 5.0% annualized hurdle, with a catch-up, plus 12.5% of cumulative realized capital gains net of losses and unrealized depreciation. The percentages are of net assets of about $2.4 billion at December 31, 2025. A cross-check from the June 2026 10-Q: total expenses of $56.5 million in the quarter are 8.6% of average net assets of $2,618.5 million, annualized (our arithmetic), in line with the table. On $100,000 of net assets the table's totals are $8,620 a year in Class I and $9,470 in Class S (our arithmetic); the 5.69 points of interest are the cost of the borrowing described above, so the load moves with leverage. The Class S and D servicing fee stops at 10% of the proceeds from the shares in your account, and the shares then convert to Class I (prospectus). Your advisor's own fee, or the platform's placement fee, is separate and up to the caps in the table.

What a reader can do with this

• If you hold Class I or D: your price is the month-end NAV, not a market. The last two offers cleared at $25.20; the filed record is 100% paid in all eleven offers with requests. Plan for the note: two months without the distribution and a price you learn after you commit.
• If you hold Class S: you carry 0.85% a year more than Class I. Check whether your shares have converted to Class I under the 10% compensation cap.
• If you bought within a year: the 2% deduction applies; the death, divorce and qualified-disability waivers are in the offer.
• If you are thinking of buying: compare the 8.62% to 9.47% expense load with the 9.5% distribution and the 95% income coverage. Ask your advisor how much of the recent subscriptions came from the manager's own vehicle, and read the leverage line: 0.98x is the highest reading since March 31, 2025, when asset coverage of 200.5% implies 1.00x (our arithmetic).
• What would change the picture: a September 30 quarterly report showing non-accruals above $11.3 million or debt rated C, D or E above $122.4 million; requests above 5% of shares (the first proration); another purchase by AGTB BDC Holdings, L.P. disclosed in a Schedule 13D/A; or a cut in the $0.20 distribution.

For the mechanics of 1099-DIV reporting of BDC distributions, see our 1099-DIV page.

All figures are from TPG Twin Brook Capital Income Fund's SEC filings (CIK 1913724) and related Schedule 13D/A filings, read on EDGAR on November 3, 2026: the Schedule TO-I and final TO-I/A of each of the 14 offers from July 2023 to September 2026 (the latest, accession 0001628280-26-068989, filed November 2, 2026), the Forms 10-Q and 10-K for the quarters from March 31, 2024 to June 30, 2026 (the latest, accession 0001913724-26-000024), the monthly Forms 8-K from November 30, 2025 to September 30, 2026 (the latest, accession 0001913724-26-000036), the Forms 8-K of June 4, August 19 and September 28, 2026 on financing, the business update of September 10, 2026, the Schedule 13D/A filings of December 30, 2025, February 2, July 1 and July 31, 2026, and the prospectus of April 30, 2026 (accession 0001628280-26-028995). The September 30, 2026 Form 10-Q had not been filed as of November 3. Ratios, sums, fourth-quarter figures and percentages of requests are our arithmetic; the debt-to-equity ratios before December 2025 are not in the table because the fund began reporting them in monthly 8-Ks then. This is analysis of public documents, not investment, legal or tax advice.