Goldman Sachs BDC Inc

a)

On and effective February 27, 2025, the Company entered into a Third Amended and Restated Investment Management Agreement with the Company’s Investment Adviser. The Third Amended and Restated IMA amends and restates in its entirety the Investment Management Agreement to change the amount of the Incentive Fee based on income from 20.0% of Ordinary Income that exceeds the Catch-up Amount to (A) 20.0% for the periods through December 31, 2024 and (B) 17.5% for the periods after December 31, 2024. As a result, the Catch-up Amount will be a quarterly rate of 2.1875% for the periods through December 31, 2024 and 2.12% for the periods after December 31, 2024. The amount of the Incentive Fee based on income that is paid to the Investment Adviser for a particular quarter is equal to the excess of the Incentive Fee so calculated minus the aggregate Incentive Fees based on income that were paid in respect of the first eleven calendar quarters (or the portion thereof) included in the relevant Trailing Twelve Quarters but not in excess of the Incentive Fee Cap. The Third Amended and Restated IMA also changed the Incentive Fee Cap from 20% to (A) 20% for the periods through December 31, 2024 and (B) 17.5% for the periods after December 31, 2024. In addition, the Third Amended and Restated IMA changed the amount of the Incentive Fee based on capital gains from 20% to 17.5%. Capitalized terms are defined in this Annual Report on Form 10-K. The foregoing description is only a summary of the material provisions of the Third Amended and Restated IMA and is qualified in its entirety by reference to a copy of the Third Amended and Restated IMA, which is filed as an Exhibit 10.17 to this Annual Report on Form 10-K and incorporated by reference herein.

b)

During the three months ended December 31, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.