Varagon Capital Corp: Blackstone Paid $7.67 a Share vs $8.98 NAV

What the Schedule 13D says, line by line

The filing is short, and almost every fact in it is a number or a name. The table gives each item as the 13D states it.

The buyer's general partner is named Strategic Partners Fund Solutions Associates X L.P. The 13D does not describe the buyer's strategy, and we do not claim more than the filing does. What the filing does give is a list of things the buyer “may” do: communicate with the board, management and other holders, engage advisers, and discuss actions “including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, reorganization or liquidation) involving the Issuer.” Item 4 closes that list with “Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal,” and says that, except as described, the Reporting Persons “do not have any present plans or proposals” of the kinds listed in Item 4. That is the usual shape of a 13D from a holder that wants room to act. It is not an announcement.

$7.67 against every NAV the company has printed

Varagon reports NAV per share quarterly in its 10-Q and 10-K. The latest is June 30, 2026. The September 30 figure will appear in the 10-Q for the quarter, which the company has not filed. The table sets the block price against the reported figures. All percentages are our arithmetic.

Three limits keep this from being a valuation. It is one negotiated block of 23.4% of the company, and the 13D says nothing about how the buyer and seller set the price. NAV is June 30, three months old at the time of the trade: if the company's marks fell in the third quarter the real discount is smaller, and if they rose it is larger. And the dividend: the 10-Q records that on August 6, 2026 the board declared $0.23 a share payable on October 23 to holders of record on September 30, the day the 13D says the shares changed hands. The 13D does not say whether the $0.23 stayed with the seller or went with the shares. On 9,728,256 shares it is $2.24 million, 3.0% of the price (our arithmetic). It is also why we give the discount as a range, 14.6% to about 17%.

The last row is context, not a comparison of quality: Blackstone Secured Lending Fund (BXSL), a different, listed Blackstone-managed BDC, reported a market value of $23.71 against NAV of $25.53 at June 30, 2026, 7.1% below, in its financial highlights. See our BXSL page. A listed price can be watched daily; Varagon's cannot.

On the dividend yield, using only the $0.23 quarterly rate times four ($0.92, our arithmetic and not a promise): 12.0% of $7.67, against 10.2% of the $8.98 NAV. A lower price raises the yield on the same cash, which is part of why a buyer looks at it; the same dividend is not guaranteed by anything in the filings.

Who sold: the filings point to one holder, none names it

Item 12 of the FY2025 10-K lists every holder of 5% or more as of March 16, 2026; the proxy filed April 24, 2026 repeats the table as of April 15, 2026 (accession 0001193125-26-175676). Percentages are those filings'.

The first row and the last have identical share counts to the share. No filing we read says the Institute was the seller, and neither party has to say so in the 13D; we read the match as strong evidence of whose block it was, not as a statement by either side. If the other holders have not moved since April, the table implies a change at the top: Blackstone's 23.4% is the largest single block, 0.2 points ahead of VCBD Feeder I. Nothing in the filings says what the feeder vehicles are, so we draw no conclusion from them.

What the shares are: a private placement with no door built in

The reader's question after “what did they pay” is “could I do that.” The filings answer from the company's own words.

• No market. The 10-Q cover page: “As of June 30, 2026, there was no established public market for the Registrant’s common stock.” The 10-K adds: “There is currently no public market for our common stock, and a market for the common stock may never develop.”
• Transfers need permission. “Shareholders generally may not Transfer common stock unless (i) the Adviser provides prior written consent, which the Adviser may grant or withhold in its sole discretion.” A trade like this one therefore needed the Adviser's consent, which is our inference from that wording; the 13D does not mention it.
• Sold to accredited investors. The offering ran from June 2, 2022 to December 2, 2025 as a private placement to “accredited investors,” in which investors made capital commitments and funded drawdowns. At June 30, 2026 the company had received $488.2 million of commitments and $73.5 million, 15.1% (our arithmetic), was still undrawn. The 13D does not say whether the shares sold carried any of that unfunded commitment.
• No repurchase offers yet. After the fundraising period, the company says “we intend to offer to repurchase Common Stock for up to 2.5% of our outstanding Common Stock per quarter,” at NAV, but as of the 10-K, “At this time, our Board has not authorized repurchase offers” and “As of December 31, 2025, we have not offered to repurchase shares of common stock.” The 10-Qs for March and June 2026 do not mention an offer, and EDGAR's filing list for the company shows no tender-offer filing from January 2025 to October 21, 2026. Compare the quarterly tenders in our non-traded BDC tender results.
• A listing target. The company “will target to undertake a Public Listing on or prior to the fifth anniversary of the Initial Closing,” subject to market conditions. The Initial Closing was June 2, 2022, so the target date is June 2, 2027, 224 days after this page (our arithmetic). The 10-K also lists a sale of substantially all assets, “which potential acquirers may include entities affiliated with Varagon,” and a wind-down as other liquidity events. A listing changes the fees: the management fee goes from 0.75% to 1.00% of Adjusted Gross Assets, and the income incentive fee from 12.5% to 17.5% (10-Q).

Taken together: for most holders, the only door the filings describe is a repurchase offer that has not been authorized, a listing that is a target, or a private sale that needs the Adviser's consent. The $7.67 shows one holder went through the third at 14.6% under NAV.

The NAV the discount is measured against

NAV per share has drifted down for four years. The 10-Q attributes the six-month unrealized depreciation of $11.3 million (about $0.27 a share, our arithmetic) “primarily” to “the adjustment of certain portfolio investments facing operational difficulties.”

The four companies on non-accrual at June 30, 2026, from the loans the schedule of investments flags (footnote 13); the sums are ours and match the company's totals of $22.0 million and $9.3 million.

The 10-Q's own measure is 2.6% of debt investments at amortized cost on non-accrual ($22,035 thousand of $861,919 thousand), against 0.7% at December 31, 2025. At fair value they are about 1.1% of investments (our arithmetic). Two other portfolio companies were current on cash interest but on non-accrual for the PIK part only. Loans rated 5 on the company's 1-to-5 scale, the ones “not anticipated to be repaid in full,” were $10.9 million at fair value (1.3%), up from $3.0 million (0.3%) in December. Total investments were carried at 95.9% of amortized cost, $836.6 million against $872.8 million (our arithmetic).

About 20.5% of the portfolio at fair value ($171.9 million) is Subordinated Certificates of the Senior Direct Lending Program (SDLP), a joint venture with Ares Capital in which Varagon holds 12.5% of the certificates and Ares 87.5%. At June 30 the SDLP had 72 borrowers against 39 in December, and loans of one portfolio company were on non-accrual; none had been in December. Our ARCC page covers the other side of that program. The company is levered: a revolver of $72.1 million and CLO notes of $424.8 million against $372.8 million of net assets, 1.33 times (our arithmetic on carrying amounts), with asset coverage at 173.87%. For where this fits in the wider picture of private credit marks, see private credit and BDC non-accruals.

The dividend: smaller, and no more specials

Every declaration is in the 10-Q's distribution table. The 2025 and 2026 rows:

The regular dividend fell 4.2% and the total 11.0% (our arithmetic). Net investment income (NII) per share was $1.22 in 2024, $1.02 in 2025 and $0.48 in the first half of 2026 against $0.53 a year earlier; distributions were $1.18, $1.03 and $0.46. In the second quarter NII was $9,660 thousand ($0.23 a share) against $9,545 thousand of dividend declared, 101% cover (our arithmetic); the quarter's interest expense was $7,150 thousand of $21,105 thousand of investment income, and total investment income fell from $22,686 thousand a year earlier because of lower SOFR and a lower yield on the SDLP certificates, the 10-Q says. The special dividends that started with $0.1205 in December 2023 ended with the November 2025 declaration.

Who runs it, and a premise to correct

The Adviser is a subsidiary of Varagon Capital Partners, L.P. The 10-K states: “Man Group owns a majority interest in Varagon and Varagon management owns, directly or indirectly a minority interest in Varagon.” Man Investments Inc. is also the company's placement agent for the private offering. So references to Varagon as Man Group's U.S. private credit arm are consistent with the filings, but the buyer in this trade has no stated connection to Man Group, and the 13D does not mention the manager. Varagon's own 10-K figure for its assets under management is $14.3 billion at December 31, 2025.

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice. What the filings let you check:

• Treat $7.67 as one price, not a quote. There is no bid for your shares at $7.67 or at $8.98. If you hold Varagon, the number that governs your statement is the NAV in the next 10-Q; the number that governs what you could get today is whatever a buyer and the Adviser's consent produce.
• Read your subscription agreement for what the filings leave out. The 10-K says transfers need the Adviser's consent; the 10-Q says each investor's commitment period runs three years from its closing, with $73.5 million still undrawn company-wide. Whether a transferred share carries an unfunded commitment is in that agreement, not in the 13D.
• Watch five dates. The $0.23 dividend payable October 23, 2026; the 10-Q for September 30 (last year's was filed November 7, 2025; the 45-day deadline for a non-accelerated filer ends on a Saturday, so about November 16, 2026, our reading) with the first NAV after the trade; any Schedule TO-I, which would be the first repurchase offer; any Schedule 13D amendment or 8-K from Blackstone or the company; and June 2, 2027, the listing target.
• If you hold a different private BDC, a Schedule 13D or Form 3 under its SEC number is the one public place a block trade shows up. Compare the issuer's quarterly tender in our non-traded BDC list and read what a BDC is if the structure is new to you. Secondary prices for other private funds are in our private equity secondary market page.
• Tax on a loss sale. A sale below your basis is reported on Form 8949 and Schedule D; see our Form 8949 guide for REIT, BDC and interval fund sales. The shares are held in a private fund, so check your own basis, including dividends reinvested through the DRIP.

If a large part of your savings sits in one illiquid fund and the only visible price is 14.6% under its NAV, it may be worth talking through the position with a qualified adviser.

FAQ

All figures are from SEC filings read on EDGAR on October 21, 2026: Varagon Capital Corporation (CIK 1784700) Schedule 13D filed by SP Marigold Acquisitions L.P. and others (accession 0001193125-26-417095, filed October 7, 2026) and Form 3 (0001193125-26-417100); Forms 10-Q for June 30, 2026 (0001193125-26-344075), March 31, 2026 (0001193125-26-219643) and September 30, 2025 (0001193125-25-272093); Form 10-K for 2025 (0001193125-26-114266); the proxy statement of April 24, 2026 (0001193125-26-175676); the Forms 8-K of June 10 and August 11, 2026; the company's filing list on data.sec.gov; and, for the listed comparison, Blackstone Secured Lending Fund's Form 10-Q for June 30, 2026 (CIK 1736035, accession 0001736035-26-000016). Percentages, per-share prices, sums of loans in the schedule of investments and dates counted from filings are our arithmetic. The identity of the seller is our inference from matching share counts. This page does not report a market price, because none exists for these shares.