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Investcorp Credit Management BDC, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

ICMB$0.61-0.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 9B. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2025, none of our directors or officers adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Exchange Act Rule 10b5-1(c) or any “non Rule 10b5-1 trading arrangement.”

2029 Notes Indenture

On March 29, 2026, Investcorp Credit Management BDC, Inc. (the “Company”) and Investcorp Capital PLC, an affiliate of the Company’s investment adviser, acting in its capacity as ‘Agent’, entered into an indenture (the “2029 Notes Indenture”) pursuant to which, on March 30, 2026, the Company issued and sold $65.0 million in aggregate principal amount of its Floating Rate Senior Unsecured Notes due 2029 (the “2029 Notes”) to Investcorp Capital PLC, acting in its capacity as ‘Purchaser’ (the “Purchaser”).

The 2029 Notes will mature on July 1, 2029, unless previously redeemed in accordance with their terms. The 2029 Notes bear interest at a floating rate equal to the Secured Overnight Financing Rate (SOFR) plus 5.50% per annum. Interest on the 2029 Notes is payable on the last business day of each calendar quarter, commencing June 30, 2026. The 2029 Notes are the Company’s direct unsecured obligations and rank pari passu with the Company’s existing and future unsecured, unsubordinated indebtedness.

The Company may redeem the 2029 Notes in whole or in part (1) on or prior to July 1, 2028, (a) if the net proceeds the Company receives from a debt financing or refinancing are used to directly or indirectly redeem the 2029 Notes, at a price equal to par plus an additional amount that would provide holders of the Notes with a minimum cash return of not less than 1.09x of the principal amount of the 2029 Notes (the “Minimum Return”), in which case the redemption price will equal the difference (but not less than zero) of the (i) Minimum Return less (ii) sum of all cash interest payments received by the holders of the 2029 Notes through the calculation date, or (b) if the redemption is not funded from the net proceeds from a debt financing or refinancing, at par plus any accrued and unpaid interest, and (2) after July 1, 2028, at par plus any accrued and unpaid interest. Holders of the 2029 Notes will not have the option to have the 2029 Notes repaid prior to maturity.

The 2029 Notes Indenture contains certain covenants, including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any successor provisions, whether or not the Company continues to be subject to such provisions of the Investment Company Act, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”) and Section 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act, or any successor provisions but giving effect to any no-action relief granted by the SEC to another business development company and upon which the Company may reasonably rely (or to the Company if the Company determines to seek such similar no-action or other relief). The 2029 Notes Indenture also contains covenants (i) restricting consolidations, mergers, asset transfer, equity and debt transactions, dispositions of portfolio investments having an aggregate fair value of 10% or more of the aggregate fair value of all portfolio investments (“Disposal Transactions”), change of control transactions, and the use of the Company’s and its subsidiaries’ unrestricted cash and cash equivalents to the redemption of the Notes if the Board of Directors of the Company (the “Board”) determines that some or all of such unrestricted cash should be applied in repaying an amount of the Company’s or any of its subsidiaries’ indebtedness, in each case without the prior written consent of holders of greater than 50% in principal amount of the 2029 Notes (the “Required Holders”), and (ii) requiring the Company to consult with the Required Holders prior to commencing discussions or negotiations for any debt or equity transaction, Disposal Transaction, change of control transaction, or declaration or payment of dividends or other distributions. The 2029 Notes Indenture also contains a covenant that prohibits the Company and its subsidiaries from entering into any transaction or arrangement with any affiliate unless such transaction or arrangement is on arm’s length terms, is no less favorable to the Company than those that would be available from a non affiliate in comparable circumstances and is approved by the Board (or any committee thereof) acting reasonably and in good faith.

These covenants are subject to important limitations and exceptions that are set forth in the 2029 Notes Indenture, including that the consent and consultation rights of the Required Holders will terminate upon the Purchaser or its affiliates ceasing to hold greater than 50% in aggregate principal amount of the outstanding Notes. The 2029 Notes Indenture also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, breach of covenant, change of control, including if the Company ceases to be managed by its investment adviser or another affiliate, certain cross-defaults under other indebtedness of the Company or its subsidiaries in excess of $25 million, certain events of bankruptcy or insolvency, and an event of default for failure of the 2029 Notes to have an asset coverage of less than 125% pursuant to Sections 18(a)(1)(c)(ii) and 61 of the Investment Company Act as of the last business day of any calendar quarter.

Pursuant to an upfront fee agreement between the Company and the Purchaser, dated March 30, 2026 (the “Fee Letter”), on March 30, 2026 the Company paid a $650,000 cash fee to the Purchaser in connection with the issuance and sale of the 2029 Notes.

The Company used the net proceeds from the issuance and sale of the 2029 Notes to fully repay its existing 4.875% Notes due 2026.

The foregoing description of the 2029 Notes Indenture and the Fee Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the 2029 Notes Indenture and Fee Letter, filed as exhibits 10.30 and 10.31, respectively, to this Annual Report on Form 10-K.

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