Goldman Sachs BDC, Inc.

Previous wording

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated as a regulated investment company (“RIC”) and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through June 30, 2025, we originated approximately $9.02 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Current wording

We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated as a regulated investment company (“RIC”) and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through September 30, 2025, we originated approximately $9.49 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.

Previous wording

Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 2.875% Notes due 2026 (the “2026 Notes”) and our 6.375% Notes due 2027 (the “2027 Notes”) allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met).

Current wording

Our senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”) with Truist Bank, as administrative agent, and Bank of America, N.A., as syndication agent, our 2.875% Notes due 2026 (the “2026 Notes”), our 6.375% Notes due 2027 (the “2027 Notes”) and our 5.650% Notes due 2030 (the “2030 Notes”) allow us to borrow money and lever our investment portfolio, subject to the limitations of the Investment Company Act, with the objective of increasing our yield. This is known as “leverage” and could increase or decrease returns to our stockholders. The use of leverage involves significant risks. We are permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met).

Previous wording

As of June 30, 2025, the total portfolio weighted average yield measured at amortized cost and fair value was 10.1% and 11.4%, as compared to 10.1% and 13.2% as of December 31, 2024. The decrease in the total portfolio weighted average yield at fair value and the decrease in weighted average yield at fair value within First Lien/Senior Secured Debt were primarily due to the restructuring of Streamland Media Midco LLC. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield measured at amortized cost and fair value was driven by our 1st Lien/Last-Out Unitranche investment in Streamland Media Midco LLC being placed on non-accrual status. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost was primarily driven by MPI Engineered Technologies, LLC being placed on non-accrual status, partially offset by the exit of Animal Supply Intermediate, LLC. The decrease in weighted average yield at fair value was primarily driven by MPI Engineered Technologies, LLC being placed on non-accrual status. Within Unsecured Debt, the decrease in weighted average yield at amortized cost and fair value was primarily driven by the exit of CivicPlus LLC, partially offset by Bayside Parent, LLC being restored back to accrual status.

Current wording

As of September 30, 2025, the total portfolio weighted average yield measured at amortized cost and fair value was 9.8% and 10.8%, as compared to 10.1% and 13.2% as of December 31, 2024. The decrease in the total portfolio weighted average yield at fair value and the decrease in weighted average yield at fair value within First Lien/Senior Secured Debt were primarily due to the restructuring of Streamland Media Midco LLC. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield measured at amortized cost and fair value was driven by our 1st Lien/Last-Out Unitranche investment in Streamland Media Midco LLC being placed on non-accrual status and the exit of Doxim, Inc. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost was primarily driven by MPI Engineered Technologies, LLC being placed on non-accrual status, partially offset by the exit of Animal Supply Intermediate, LLC and Wine.com exit fee accruals. The decrease in weighted average yield at fair value was primarily driven by MPI Engineered Technologies, LLC being placed on non-accrual status, partially offset by Wine.com exit fee accruals. Within Unsecured Debt, the decrease in weighted average yield at fair value was primarily driven by the exit of CivicPlus LLC, partially offset by Bayside Parent, LLC being restored back to accrual status.

Previous wording

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of June 30, 2025 and December 31, 2024, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 17.7% and 20.5% of total debt investments.

Current wording

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of September 30, 2025 and December 31, 2024, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 14.7% and 20.5% of total debt investments.

Previous wording

The decrease in investments with a Grade 3 investment performance rating was primarily driven by the exit of an investment with a fair value of $36.92 million, investments with an aggregate fair value of $28.53 million being downgraded from a Grade 3 investment performance rating to a Grade 4 investment performance rating due to financial underperformance and a $7.33 million decrease in the fair value of an investment with a Grade 3 investment performance rating as result of a restructuring. The decrease was partially offset by investments with an aggregate fair value of $16.89 million being downgraded from a Grade 2 investment performance rating to a Grade 3 investment performance rating due to financial underperformance. The increase in investments with a Grade 4 investment performance rating was primarily driven by investments with an aggregate fair value of $28.53 million being downgraded from a Grade 3 investment performance rating to a Grade 4 investment performance rating as mentioned above, partially offset by a $7.31 million decrease in fair value of an investment with a Grade 4 investment performance rating as result of a restructuring.

Current wording

The increase in investments with a Grade 1 investment performance rating was primarily driven by an investment being upgraded from a Grade 2 investment performance rating due to a potential exit. The decrease in investments with a Grade 3 investment performance rating was primarily driven by the exit of an investment with a fair value of $36.92 million as well as investments with an aggregate fair value of $24.62 million being downgraded to a Grade 4 investment performance rating due to financial underperformance. The increase in investments with a Grade 4 investment performance rating was primarily driven by investments with an aggregate fair value of $24.62 million being downgraded from a Grade 3 investment performance rating due to financial underperformance as mentioned above.

Previous wording

Interest income from investments decreased from $95.19 million and $192.76 million for the three and six months ended June 30, 2024 to $82.33 million and $167.89 million for the three and six months ended June 30, 2025, primarily due to a decrease in the size of our portfolio as well as a decline in base interest rates.

Current wording

Interest income from investments decreased from $99.14 million and $291.89 million for the three and nine months ended September 30, 2024 to $82.58 million and $250.48 million for the three and nine months ended September 30, 2025, primarily due to a decrease in the size of our portfolio as well as a decline in base interest rates.

Previous wording

PIK income from investments decreased from $11.86 million and $24.56 million for the three and six months ended June 30, 2024 to $7.52 million and $17.70 million for the three and six months ended June 30, 2025. The decrease was primarily due to a decrease in the number of investments earning PIK payment of interest.

Current wording

PIK income from investments decreased from $9.98 million and $34.54 million for the three and nine months ended September 30, 2024 to $7.5 million and $25.20 million for the three and nine months ended September 30, 2025. The decrease was primarily due to a decrease in the number of investments earning PIK payment of interest.

Previous wording

Interest and other debt expenses decreased from $29.10 million and $56.72 million for the three and six months ended June 30, 2024 to $26.41 million and $54.72 million for the three and six months ended June 30, 2025. The decrease was driven by lower interest expense due to lower daily average borrowing.

Current wording

Interest and other debt expenses decreased from $29.30 million and $86.02 million for the three and nine months ended September 30, 2024 to $28.08 million and $82.80 million for the three and nine months ended September 30, 2025. The decrease was mainly driven by lower interest expense due to lower daily average borrowings. The decrease was also driven by lower amortization of deferred financing and debt issuance costs due to repayment of the 2025 Notes (as defined below).

Previous wording

Incentive fees increased from $0.00 million and $10.88 million for the three and six months ended June 30, 2024 to $8.53 million and $15.33 million for the three and six months ended June 30, 2025. The increase was driven by the performance of the investment portfolio for the twelve quarters ended June 30, 2025 as compared to the twelve quarters ended June 30, 2024, partially offset by the change to the Incentive Fee Cap from 20% of the Cumulative Net Return to 17.5% of the Cumulative Net Return for the periods after December 31, 2024. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.

Current wording

Incentive fees increased from $0.00 million and $10.88 million for the three and nine months ended September 30, 2024 to $7.05 million and $22.38 million for the three and nine months ended September 30, 2025. The increase was driven by the performance of the investment portfolio for the twelve quarters ended September 30, 2025, as compared to the twelve quarters ended September 30, 2024, partially offset by the change to the Incentive Fee Cap from 20% of the Cumulative Net Return to 17.5% of the Cumulative Net Return for the periods after December 31, 2024. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.

Previous wording

For the six months ended June 30, 2025, net realized losses were primarily driven by the restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.) and Streamland Media Midco LLC, which resulted in a realized loss of $70.05 million and $20.70 million. In addition, the realized losses were also driven by the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC, which resulted in a realized loss of $22.90 million.

Current wording

For the nine months ended September 30, 2025, net realized losses were primarily driven by the restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.) and Streamland Media Midco LLC as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC. The above realized losses were partially offset by the repayment of the preferred stock investment in Lobos Parent, Inc. (dba NeoGov).

Previous wording

For the three and six months ended June 30, 2025, Other, net includes gross unrealized appreciation of $8.19 million and $15.17 million, and gross unrealized depreciation of $(5.58) million and $(12.16) million.

Current wording

For the three and nine months ended September 30, 2025, Other, net includes gross unrealized appreciation of $2.83 million and $19.59 million, and gross unrealized depreciation of $(15.53) million and $(29.71) million.

Previous wording

Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.), Streamland Media Midco LLC, as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC.

Current wording

Net change in unrealized appreciation (depreciation) in our investments for the nine months ended September 30, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.), Streamland Media Midco LLC, as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC, partially offset by the increase in the unrealized depreciation on Pluralsight, Inc. and Streamland Media Holdings LLC due to financial underperformance.

Previous wording

For the three and six months ended June 30, 2024, Other, net includes gross unrealized appreciation of $13.54 million and $27.13 million, and gross unrealized depreciation of $(12.69) million and $(17.54) million.

Current wording

For the three and nine months ended September 30, 2024, Other, net includes gross unrealized appreciation of $4.72 million and $26.28 million, and gross unrealized depreciation of $(9.68) million and $(16.94) million.

Previous wording

Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2024 was primarily driven by the financial underperformance of Lithium Technologies, Inc, Pluralsight, Inc, Zodiac Intermediate, LLC (dba Zipari) and Wine.com, Inc., partially offset by the reversal of unrealized depreciation in connection with the aforementioned restructuring of the first lien debt investments in Thrasio, LLC and Sweep Purchaser LLC.

Current wording

Net change in unrealized appreciation (depreciation) in our investments for the nine months ended September 30, 2024 was primarily driven by the financial underperformance of Lithium Technologies, Inc., Wine.com, Inc. and Hollander Intermediate LLC (dba Bedding Acquisition, LLC), partially offset by the reversal of unrealized depreciation in connection with the sale of Zodiac Intermediate, LLC (dba Zipari) to mPulse Mobile, Inc. (dba Zipari Inc.), in addition to the restructuring of investments in Thrasio, LLC and Sweep Purchaser LLC.

Previous wording

We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of June 30, 2025 and December 31, 2024, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 184% and 181%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

Current wording

We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of September 30, 2025 and December 31, 2024, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 178% and 181%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

Previous wording

We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of June 30, 2025, we had outstanding borrowings denominated in U.S. Dollars ("$" or "USD") of $814.67 million, in Euros ("EUR") of EUR of 13.70 million, in Great British Pounds ("GBP") of GBP 18.95 million, Canadian Dollars ("CAD") of CAD 52.27 million and Australian Dollars ("AUD") of AUD 12.00 million.

Current wording

We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of September 30, 2025, we had outstanding borrowings denominated in U.S. Dollars ("$" or "USD") of $457.67 million, in Euros ("EUR") of EUR of 13.70 million, in Great British Pounds ("GBP") of GBP 18.95 million, Canadian Dollars ("CAD") of CAD 52.27 million and Australian Dollars ("AUD") of AUD 24.50 million.

Previous wording

On March 11, 2024, we closed an offering of $400.00 million aggregate principal amount of 6.375% unsecured notes due 2027 (the “2027 Notes”). The 2027 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, in arrears on March 11 and September 11 of each year, commencing on September 11, 2024. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2027 Notes” to our consolidated financial statements included in this report.

Current wording

On March 11, 2024, we closed an offering of $400.00 million aggregate principal amount of 6.375% unsecured notes due 2027 (the “2027 Notes”). The 2027 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually, in arrears on March 11 and September 11 of each year, commencing on September 11, 2024. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture.

Previous wording

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of June 30, 2025, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

Current wording

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. We may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each Account acting in such capacity, an “LC Issuer”). In the event a letter of credit is funded, the LC Issuer will be obligated under the relevant credit agreement to fund a portion of the letter of credit on behalf of us. We would be obligated to reimburse the LC Issuer as set forth in the relevant credit agreement. As of September 30, 2025, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

Previous wording

On August 6, 2025, our Board of Directors declared (i) a quarterly base distribution of $0.32 per share and (ii) a special distribution of $0.16 per share, each payable on or about October 28, 2025 to holders of record as of September 30, 2025. In addition, our Board declared a quarterly supplemental distribution of $0.03 per share, payable on or about September 15, 2025 to holders of record as of August 29, 2025.

Current wording

On November 5, 2025, our Board of Directors declared a quarterly base distribution of $0.32 per share payable on or about January 27, 2026 to holders of record as of December 31, 2025. In addition, our Board declared a quarterly supplemental distribution of $0.04 per share payable on or about December 15, 2025 to holders of record as of November 28, 2025.