Bain Capital Specialty Finance, Inc.

Previous wording

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by the Advisor, a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). Since we commenced operations on October 13, 2016 through September 30, 2025, we have invested approximately $9,688.5 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

Current wording

Bain Capital Specialty Finance, Inc. (the “Company”, “we”, “our” and “us”) is an externally managed specialty finance company focused on lending to middle market companies. We have elected to be regulated as a business development company (a “BDC”) under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the “1940 Act”). We are managed by the Advisor, a subsidiary of Bain Capital Credit, LP (“Bain Capital Credit”). Our Advisor is registered as an investment adviser with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Our Advisor also provides the administrative services necessary for us to operate (in such capacity, our “Administrator”). Since we commenced operations on October 13, 2016 through March 31, 2026, we have invested approximately $9,975.9 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. We seek to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last-out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds.

Previous wording

Leverage may be utilized to help the Company meet its investment objective. Any such leverage would be expected to increase the total capital available for investment by the Company.

Current wording

Leverage is utilized to help the Company meet its investment objective. Any such leverage, if incurred, is expected to increase the total capital available for investment by the Company. As a BDC, we may also invest up to 30% of our portfolio opportunistically in “non-qualifying” portfolio investments, such as investments in non-U.S. companies.

Previous wording

Our debt investment portfolio consists of primarily floating rate loans. As of September 30, 2025 and December 31, 2024, 92.8% and 92.0%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Current wording

Our debt investment portfolio consists of primarily floating rate loans. As of March 31, 2026 and December 31, 2025, 92.6% and 92.2%, respectively, of our debt investments, based on fair value, bore interest at floating rates, which may be subject to interest rate floors. Variable-rate investments subject to a floor generally reset periodically to the applicable floor, only if the floor exceeds the index. Trends in base interest rates, such as SOFR, may affect our net investment income over the long term. In addition, our results may vary from period to period depending on the interest rates of new investments made during the period compared to investments that were sold or repaid during the period; these results reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macroeconomic trends.

Previous wording

To the extent that expenses to be borne by us are paid by the Administrator, we will generally reimburse the Administrator for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.6 million and $0.7 million for the three months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. We incurred expenses related to the Administrator of $1.8 million and $1.8 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. We incurred expenses related to the sub-administrator of $0.5 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Current wording

To the extent that expenses to be borne by us are paid by the Administrator, we will generally reimburse the Administrator for such expenses. To the extent the Administrator outsources any of its functions, the Company will pay the fees associated with such functions on a direct basis without profit to the Administrator. We will also reimburse the Administrator for its costs and expenses and our allocable portion of overhead incurred by it in performing its obligations under the Administration Agreement, including certain rent and compensation paid to or compensatory distributions received by our officers (including our Chief Compliance Officer and Chief Financial Officer) and any of their respective staff who provide services to us, operations staff who provide services to us, internal audit staff, if any, to the extent internal audit performs a role in our Sarbanes-Oxley internal control assessment and fees paid to third-party providers for goods or services. Our allocable portion of overhead will be determined by the Administrator, which expects to use various methodologies such as allocation based on the percentage of time certain individuals devote, on an estimated basis, to our business and affairs, and will be subject to oversight by our Board. We incurred expenses related to the Administrator of $0.6 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The sub-administrator is paid its compensation for performing its sub-administrative services under the sub-administration agreement. We incurred expenses related to the sub-administrator of $0.2 million and $0.2 million for the three months ended March 31, 2026 and 2025, respectively, which is included in other general and administrative expenses on the Consolidated Statements of Operations. The Administrator will not be reimbursed to the extent that such reimbursements would cause any distributions to our stockholders to constitute a return of capital. All of the foregoing expenses are ultimately borne by our stockholders.

Previous wording

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of September 30, 2025, the Company’s asset coverage was 174.9%.

Current wording

We may borrow money from time to time. However, our ability to incur indebtedness (including by issuing preferred stock), is limited by applicable regulations such that our asset coverage, as defined in the 1940 Act, must equal at least 150%. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. As of March 31, 2026, the Company’s asset coverage was 174.6%.

Previous wording

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of September 30, 2025, there were twelve loans from six issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2024, there were eight loans from five issuers placed on non-accrual in the Company’s portfolio.

Current wording

Loans or debt securities are placed on non-accrual status when there is reasonable doubt that principal or interest will be collected. Accrued interest generally is reversed when a loan or debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2026, there were eleven loans from six issuers placed on non-accrual in the Company’s portfolio. As of December 31, 2025, there were twelve loans from six issuers placed on non-accrual in the Company’s portfolio.

Previous wording

As of September 30, 2025, ISLP had $717.8 million in debt and equity investments, at fair value. The following table is a summary of ISLP’s portfolio at fair value:

Current wording

As of March 31, 2026, ISLP had $711.9 million in debt and equity investments, at fair value. The following table is a summary of ISLP’s portfolio at fair value:

Previous wording

As of September 30, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.7 million and equity interests of $6.8 million. As of December 31, 2024, the Company’s investment in SLP consisted of subordinated notes of $146.5 million, preferred equity interests of $10.0 thousand and equity interests of ($4.8) million. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members.

Current wording

As of March 31, 2026, the Company’s investment in SLP consisted of subordinated notes of $166.9 million, preferred equity interests of $1.8 million and equity interests of $3.6 million. As of December 31, 2025, the Company’s investment in SLP consisted of subordinated notes of $157.9 million, preferred equity interests of $1.8 million and equity interests of $5.0 million. The Company and Amberstone each appointed two members to SLP’s four-person Member Designees’ Committee. All material decisions with respect to SLP, including those involving its investment portfolio, require unanimous approval of a quorum of Member Designees’ Committee. The Company does not consolidate its investments in SLP as it is not a substantially wholly owned investment company subsidiary. In addition, the Company does not control SLP due to the allocation of voting rights among SLP members.

Previous wording

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $159.0 million for the nine months ended September 30, 2025 from $166.1 million for the nine months ended September 30, 2024, primarily due to a decrease in yield of the investment portfolio. Dividend income decreased to $15.8 million for the nine months ended September 30, 2025 from $22.7 million for the nine months ended September 30, 2024, primarily due to a decrease in dividend income from the SLP and ISLP. PIK income increased to approximately $21.6 million for the nine months ended September 30, 2025 from $16.4 million for the nine months ended September 30, 2024, primarily due to an increase in the number of investments earning PIK income. Other income decreased to approximately $8.6 million for the nine months ended September 30, 2025 from $14.1 million for the nine months ended September 30, 2024, primarily due to a decrease in structuring, closing and commitment fees earned on certain investments. As of September 30, 2025, the weighted average yield of our investment portfolio decreased to 11.1% from 12.1% as of September 30, 2024, at amortized cost.

Current wording

Interest income from investments, which includes interest and accretion of discounts and fees, decreased to $49.4 million for the three months ended March 31, 2026 from $50.8 million for the three months ended March 31, 2025, primarily due to a decrease in yield of the investment portfolio. Dividend income increased to $6.6 million for the three months ended March 31, 2026 from $6.5 million for the three months ended March 31, 2025, primarily due to an increase in dividend income from SLP and ISLP. PIK income increased to approximately $8.7 million for the three months ended March 31, 2026 from $6.6 million for the three months ended March 31, 2025, primarily due to an increase in the number of investments earning PIK income, including new investments underwritten with PIK income and amendments to existing investments. Other income decreased to approximately $1.5 million for the three months ended March 31, 2026 from $2.9 million for the three months ended March 31, 2025, primarily due to a decrease in commitment and upfront fees earned on certain investments. As of March 31, 2026, the weighted average yield of our investment portfolio decreased to 10.8% from 11.5% as of March 31, 2025, at amortized cost.

Previous wording

September 30, 2025 as compared to September 30, 2024 increased primarily due to an increase in debt outstanding. Interest and debt financing expenses on our borrowings totaled approximately $61.0 million and $53.8 million for the nine months ended September 30, 2025 and 2024, respectively. Interest and debt financing expense for the nine months ended September 30, 2025 as compared to September 30, 2024 increased primarily due to an increase in debt outstanding for the period. The weighted average principal debt balance outstanding for the three months ended September 30, 2025 was $1.5 billion compared to $1.3 billion for the three months ended September 30, 2024. The weighted average principal debt balance outstanding for the nine months ended September 30, 2025 was $1.5 billion compared to $1.3 billion for the nine months ended September 30, 2024.

Current wording

Interest and debt financing expenses on our borrowings totaled approximately $20.3 million and $18.9 million for the three months ended March 31, 2026 and 2025, respectively. Interest and debt financing expense for the three months ended March 31, 2026 as compared to March 31, 2025 increased primarily due to an increase in debt outstanding for the period. The weighted average principal debt balance outstanding for the three months ended March 31, 2026 was $1.6 billion compared to $1.4 billion for the three months ended March 31, 2025.

Previous wording

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the nine months ended September 30, 2025 and the year ended December 31, 2024 was 4.8% and 5.1%, respectively.

Current wording

The combined weighted average interest rate (excluding deferred upfront financing costs and unused fees) of the aggregate borrowings outstanding for the three months ended March 31, 2026 and the year ended December 31, 2025 was 4.6% and 4.8%, respectively.

Previous wording

Management fee (net of waivers) increased to $9.4 million for the three months ended September 30, 2025 from $8.9 million for the three months ended September 30, 2024. Management fee (gross of waivers) increased to $9.4 million for the three months ended September 30, 2025 from $8.9 million for the three months ended September 30, 2024, primarily due to an increase in total assets throughout the three months ended September 30, 2025 compared to the three months ended September 30, 2024. Management fee waived for the three months ended September 30, 2025 and 2024 was $0.0 million and $0.0 million, respectively.

Current wording

Management fee (net of waivers) was $9.1 million for the three months ended March 31, 2026 and $9.1 million for the three months ended March 31, 2025. Management fee (gross of waivers) was $9.1 million for the three months ended March 31, 2026 and $9.1 million for the three months ended March 31, 2025. Management fee waived for the three months ended March 31, 2026 and 2025 was $0.0 million and $0.0 million, respectively.

Previous wording

Incentive fee (net of waivers) decreased to $4.6 million for the three months ended September 30, 2025 from $7.0 million for the three months ended September 30, 2024 primarily due to the incentive fee cap. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the three months ended September 30, 2025 and $0.0 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, there were no incentive fees related to the GAAP Incentive Fee. Incentive fee (net of waivers) decreased to $12.3 million for the nine months ended September 30, 2025 from $24.2 million for the nine months ended September 30, 2024 primarily due to the incentive fee cap. Incentive fee waivers related to pre-incentive fee net investment income consisted of voluntary waivers of $0.0 million for the nine months ended September 30, 2025 and $0.0 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, there were no incentive fees related to the GAAP Incentive Fee.

Current wording

For the three months ended March 31, 2026, there were no incentive fees related to the GAAP Incentive Fee.

Previous wording

Professional fees and other general and administrative expenses decreased to $2.7 million for the three months ended September 30, 2025 from $3.3 million for the three months ended September 30, 2024, primarily due to a decrease in costs associated with servicing our investment portfolio.

Current wording

Professional fees and other general and administrative expenses decreased to $2.8 million for the three months ended March 31, 2026 from $3.3 million for the three months ended March 31, 2025, primarily due to a decrease in costs associated with servicing our investment portfolio.

Previous wording

Net Realized and Unrealized Gains and Losses

Current wording

Realized and Unrealized Gains and Losses

Previous wording

Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of ($1.1) million and $5.6 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended September 30, 2025 and 2024, respectively. Including the total net realized and unrealized gains (losses) on forward currency exchange contracts of $2.0 million and ($5.7) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.9 million and ($0.1) million for the three months ended September 30, 2025 and 2024, respectively.

Current wording

Included in total net gains (losses) on the Consolidated Statements of Operations were gains (losses) of ($2.9) million, and $4.3 million related to realized and unrealized gains and losses on investments, foreign currency holdings and non-investment assets and liabilities attributable to the changes in foreign currency exchange rates for the three months ended March 31, 2026 and 2025, respectively. Including the total net realized and unrealized losses on forward currency exchange contracts of $3.6 million and ($4.5) million, respectively, included in the above table, the net impact of foreign currency on total net gains (losses) on the Consolidated Statements of Operations is $0.7 million and ($0.2) million for the three months ended March 31, 2026 and 2025, respectively.

Previous wording

For the three months ended September 30, 2025 and 2024, the increase in net assets resulting from operations was $18.7 million and $33.1 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended September 30, 2025 and 2024, our per share net increase in net assets resulting from operations was $0.29 and $0.51, respectively.

Current wording

For the three months ended March 31, 2026 and 2025, the increase in net assets resulting from operations was $3.4 million and $28.5 million, respectively. Based on the weighted average shares of common stock outstanding for the three months ended March 31, 2026 and 2025, our per share net increase in net assets resulting from operations was $0.05 and $0.44, respectively.

Previous wording

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of September 30, 2025 and December 31, 2024, our asset coverage ratio was 174.9% and 181.7%, respectively.

Current wording

We intend to continue to generate cash primarily from cash flows from operations, future borrowings and future offerings of securities. We may from time to time raise additional equity or debt capital through registered offerings, enter into additional debt facilities, or increase the size of existing facilities or issue debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. We are required to meet an asset coverage ratio, defined under the 1940 Act as the ratio of our total assets (less all liabilities and indebtedness not represented by senior securities) to our outstanding senior securities, of at least 150% after each issuance of senior securities. As of March 31, 2026 and December 31, 2025, our asset coverage ratio was 174.6% and 175.9%, respectively.

Previous wording

At September 30, 2025 and December 31, 2024, we had $86.8 million and $99.1 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

Current wording

At March 31, 2026 and December 31, 2025, we had $34.2 million and $58.9 million in cash, foreign cash, restricted cash and cash equivalents, respectively.

Previous wording

At September 30, 2025, we had approximately $457.0 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2024 we had approximately $412.3 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.

Current wording

At March 31, 2026, we had approximately $660.0 million of availability on our Sumitomo Credit Facility, subject to existing terms and regulatory requirements. At December 31, 2025 we had approximately $604.0 million of availability on our Sumitomo Credit Facility subject to existing terms and regulatory requirements.

Previous wording

For the nine months ended September 30, 2025, cash, foreign cash, restricted cash, and cash equivalents decreased by $12.3 million. During the nine months ended September 30, 2025, we provided $2.4 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $1,052.0 million and a net increase in assets resulting from operations of $71.0 million, which was offset by purchases of investments of $1,150.4 million. During the nine months ended September 30, 2025, we used $17.1 million for financing activities, primarily on repayments of $1,061.2 million and distributions paid during the period of $116.6 million, partially offset by the issuance of the March 2030 Notes for $350.0 million, the execution of the 2019‑1 CLO Replacement Notes for $150.6M and borrowings under our Sumitomo Credit Facility of $664.0 million.

Current wording

For the three months ended March 31, 2026, cash, foreign cash, restricted cash, and cash equivalents decreased by $24.7 million. During the three months ended March 31, 2026, we provided $26.6 million in cash for operating activities. The increase in cash provided by operating activities was primarily related to proceeds from principal payments and sales of investments of $245.9 million and a net increase in assets resulting from operations of $3.4 million, which was offset by purchases of investments of $234.4 million. During the three months ended March 31, 2026, we used $51.3 million for financing activities, primarily on repayments of $649.0 million and distributions paid during the period of $37.0 million, partially offset by the issuance of the March 2031 Notes for $350.0 million, and borrowings under our Sumitomo Credit Facility of $293.0 million.

Previous wording

For the nine months ended September 30, 2024, cash, foreign cash, restricted cash, and cash equivalents decreased by $52.7 million. During the nine months ended September 30, 2024, we used $7.1 million in cash for operating activities. The increase in cash used in operating activities was primarily related to purchases of investments of $1,097.8 million, which was offset by proceeds from principal payments and sales of investments of $1,001.5 million and a net increase in assets resulting from operations of $97.3 million. During the nine months ended September 30, 2024, we used $45.7 million for financing activities, primarily on repayments of our Sumitomo Credit Facility of $522.3 million and distributions paid during the period of $85.2 million, partially offset by borrowings of $565.0 million.

Current wording

For the three months ended March 31, 2025, cash, foreign cash, restricted cash, and cash equivalents decreased by $5.1 million. During the three months ended March 31, 2025, we used $7.3 million in cash for operating activities. The decrease in cash used for operating activities was primarily related to purchases of investments of $299.4 million, which was offset by proceeds from principal payments and sales of investments of $251.3 million and a net increase in assets resulting from operations of $28.5 million. During the three months ended March 31, 2025, we provided $2.0 million for financing activities, primarily on the issuance of the March 2030 Notes for $350.0 million and borrowings under our Sumitomo Credit Facility of $109.0 million, partially offset by repayments of $395.7 million and distributions paid during the period of $58.2 million.

Previous wording

The Company may from time to time issue and sell common stock through public or “at the market” offerings. In connection with the issuance of common stock, the Company issued and sold common stock during the nine months ended September 30, 2025:

Current wording

The Company may from time to time issue and sell common stock through public or “at the market” offerings. No common stock was issued and sold through public or “at the market” offerings during the three months ended March 31, 2026. In connection with the issuance of common stock, the Company issued and sold common stock during the three months ended March 31, 2025 as follows:

Previous wording

The carrying value of the March 2030 Notes includes the effective portion of the fair value of the interest rate swap, as further discussed in Note 7, Derivatives, to these unaudited consolidated financial statements.

Current wording

The carrying value of the March 2030 Notes and March 2031 Notes includes the effective portion of the fair value of the interest rate swap, as further discussed in Note 7, Derivatives, to these Consolidated Financial Statements.

Previous wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2025 (dollars in thousands, except per share):

Current wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2026 (dollars in thousands, except per share):

Previous wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the nine months ended September 30, 2024 (dollars in thousands, except per share):

Current wording

The Company’s distributions are recorded on the record date. The following table summarizes distributions declared during the three months ended March 31, 2025 (dollars in thousands, except per share):

Previous wording

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no federal income tax.

Current wording

We have elected to be treated, and intend to operate in a manner so as to continuously qualify, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), beginning with our taxable year ended December 31, 2016. To qualify for and maintain RIC tax treatment, among other things, we must distribute dividends to our stockholders in respect of each taxable year of an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of our net long-term capital losses. In order to avoid the imposition of certain excise taxes imposed on RICs, we must distribute dividends to our stockholders in respect of each calendar year of an amount at least equal to the sum of: (1) 98% of our net ordinary income (taking into account certain deferrals and elections) for such calendar year; (2) 98.2% of our capital gains in excess of capital losses, adjusted for certain ordinary losses, generally for the one-year period ending on October 31 of such calendar year; and (3) the sum of any net ordinary income plus capital gains net income for preceding years that were not distributed during such years and on which we paid no U.S. federal income tax.

Previous wording

We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders prior to the IPO shall remain effective after the IPO.

Current wording

We have adopted a dividend reinvestment plan that provides for the reinvestment of cash dividends and distributions. Prior to the IPO, stockholders who “opted in” to our dividend reinvestment plan had their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Subsequent to the IPO, stockholders who do not “opt out” of our dividend reinvestment plan will have their cash dividends and distributions (net of applicable withholding tax) automatically reinvested in additional shares of our common stock, rather than receiving cash dividends and distributions. Stockholders could elect to “opt in” or “opt out” of our dividend reinvestment plan in their subscription agreements, through the private offering. The elections of stockholders prior to the IPO shall remain effective after the IPO.

Previous wording

In addition to the aforementioned agreements, we, our Advisor and Bain Capital Credit have been granted exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other Bain Capital Credit Clients in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent Bain Capital Credit Clients funds, accounts and investment vehicles managed by Bain Capital Credit may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our exemptive order permits us to invest with Bain Capital Credit Clients in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act. Our exemptive relief permitting co-investment transactions generally applies only if our Independent Directors and Directors who have no financial interest in such transaction review and approve in advance each co-investment transaction. The exemptive relief imposes other conditions with which we must comply to engage in co-investment transactions.

Current wording

In addition to the aforementioned agreements, we, our Advisor and Bain Capital Credit have been granted exemptive relief from the SEC to permit greater flexibility to negotiate the terms of co-investments if the Board determines that it would be advantageous for us to co-invest with other Bain Capital Credit Clients in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent Bain Capital Credit Clients funds, accounts and investment vehicles managed by Bain Capital Credit may afford us additional investment opportunities and an ability to achieve greater diversification. Accordingly, our exemptive order permits us to invest with Bain Capital Credit Clients in the same portfolio companies under circumstances in which such investments would otherwise not be permitted by the 1940 Act. Under the terms of the exemptive order, a majority of our Independent Directors must reach certain conclusions in connections with certain co-investment transactions (e.g., in the case of follow-on investments in an existing issuer in which affiliates, but not the Company, have an existing investment, and non-pro rata follow-on investments in, and dispositions of, securities of an existing issuer), including that (i) the terms of the proposed transaction are reasonable and fair to the Company and its stockholders and do not involve overreaching in respect of the Company or its stockholders on the part of any person concerned, and (ii) the transaction is consistent with the interests of the Company’s stockholders and is consistent with the Company’s then-current investment objectives and strategies. The exemptive relief imposes other conditions with which we must comply to engage in co-investment transactions.

Previous wording

See “Item 1. Financial Statements - Notes to Consolidated Financial Statements - Note 12. Subsequent Events” for a summary of recent developments.

Current wording

See “Item 1. Consolidated Financial Statements — Notes to Consolidated Financial Statements — Note 12. Subsequent Events” for a summary of recent developments.

Previous wording

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment;

Current wording

The Company’s quarterly valuation process begins with each portfolio company or investment being initially valued by the investment professionals of the Advisor responsible for the portfolio investment; in conjunction with the Company’s portfolio management and valuation team.