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 March 31, 2026, we originated approximately $9.93 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 June 30, 2026, we originated approximately $9.94 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 origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities of three to ten years and investment size ranges from $10 million to $75 million or above.

Current wording

Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities of three to ten years and investment size ranges from $10 million to $75 million or above. In addition, from time to time, we may opportunistically dispose of certain assets as part of our overall investment strategy.

Previous wording

As of March 31, 2026, the total portfolio weighted average yield measured at amortized cost and fair value was 9.1% and 10.4%, as compared to 9.3% and 10.5% as of December 31, 2025. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost was primarily due to a maturity extension of Wine.com, LLC. Within Unsecured Debt, the increase in weighted average yield at fair value was primarily due to the short duration of certain investments.

Current wording

As of June 30, 2026, the total portfolio weighted average yield measured at amortized cost and fair value was 8.8% and 10.8%, as compared to 9.3% and 10.5% as of December 31, 2025. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost and fair value was primarily due to Wine.com, LLC being placed on non-accrual status and the restructuring of Chase Industries, Inc. (dba Senneca Holdings). Within Unsecured Debt, the decrease in weighted average yield at amortized cost was primarily due to the short duration of certain investments.

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 March 31, 2026 and December 31, 2025, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 13.7% and 14.2% 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 June 30, 2026 and December 31, 2025, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 10.3% and 14.2% of total debt investments.

Previous wording

Interest income from investments decreased from $85.57 million for the three months ended March 31, 2025 to $70.11 million for the three months ended March 31, 2026, primarily due to a decline in base interest rates and tightening of credit spreads in addition to the decrease in the size of our portfolio. The amortized cost of the portfolio decreased from $3,555.49 million as of March 31, 2025 to $3,403.11 million as of March 31, 2026.

Current wording

Interest income from investments decreased from $82.33 million and $167.89 million for the three and six months ended June 30, 2025 to $74.03 million and $144.14 million for the three and six months ended June 30, 2026, primarily due to a decline in base interest rates and tightening of credit spreads.

Previous wording

PIK income from investments decreased from $10.18 million for the three months ended March 31, 2025 to $7.56 million for the three months ended March 31, 2026. The decrease was primarily due to the restructuring and the exit of certain investments earning PIK interest in addition to a decline in base interest rates and tightening of credit spreads.

Current wording

PIK income from investments decreased from $17.70 million for the six months ended June 30, 2025 to $15.24 million for the six months ended June 30, 2026, primarily due to a decrease in the size of the portfolio earning PIK income in addition to a decline in base interest rates and tightening of credit spreads.

Previous wording

Interest and other debt expenses increased from $28.31 million for the three months ended March 31, 2025 to $30.04 million for the three months ended March 31, 2026. The increase was mainly driven by the increase in the combined weighted average interest rate as result of repayment of the 2026 Notes and 2025 Notes.

Current wording

Interest and other debt expenses increased from $26.41 million and $54.72 million for the three and six months ended June 30, 2025 to $30.10 million and $60.14 million for the three and six months ended June 30, 2026. The increase was mainly driven by the increase in the combined weighted average interest rate as result of repayment of the 2026 Notes and the 2025 Notes.

Previous wording

Incentive fees increased from $6.80 million for the three months ended March 31, 2025 to $12.44 million for the three months ended March 31, 2026. The increase was driven by the performance of the investment portfolio for the twelve quarters ended March 31, 2026, as compared to the twelve quarters ended March 31, 2025. 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 decreased from $8.53 million and $15.33 million for the three and six months ended June 30, 2025 to $0.00 million and $12.44 million for the three and six months ended June 30, 2026. The decrease was driven by the performance of the investment portfolio for the twelve quarters ended June 30, 2026, as compared to the twelve quarters ended June 30, 2025. 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 three months ended March 31, 2025, net realized losses were primarily driven by the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC as well as the restructuring of Streamland Media Midco LLC.

Current 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. In addition, the realized losses were also driven by the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC.

Previous wording

For the three months ended March 31, 2026, Other, net includes gross unrealized appreciation of $1.15 million and gross unrealized depreciation of $(31.67) million.

Current wording

For the three and six months ended June 30, 2026, Other, net includes gross unrealized appreciation of $3.32 million and $3.48 million, and gross unrealized depreciation of $(8.71) million and $(31.11) million.

Previous wording

Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2026 was primarily driven by market volatility during the period. The unrealized depreciation was further impacted by the financial underperformance of certain portfolio companies, most notably Pluralsight, Inc. and One GI LLC. These declines were partially offset by unrealized appreciation on Chase Industries, Inc. (dba Senneca Holdings), reflecting improved operating performance.

Current wording

Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2026 was primarily driven by the widening of market spreads during the period. The unrealized depreciation was further impacted by the financial underperformance of certain portfolio companies, most notably Pluralsight, Inc., Wine.com, LLC, One GI LLC, Streamland Media Midco LLC and Khoros, LLC (fka Lithium Technologies, Inc.). The increase in unrealized depreciation was also due to the reversal of unrealized appreciation as a result of the aforementioned restructuring of Chase Industries, Inc. (dba Senneca Holdings). The increase in unrealized depreciation was partially offset by reversal of unrealized depreciation on Volt Bidco, Inc. (dba Power Factors) as investments were partially repaid.

Previous wording

For the three months ended March 31, 2025, Other, net includes gross unrealized appreciation of $2.84 million and gross unrealized depreciation of $(4.10) million.

Current 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.

Previous wording

Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of the first lien debt investments in Streamland Media Midco LLC and the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC, partially offset by the financial underperformance of Lithium Technologies, Inc.

Current 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.

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 March 31, 2026 and December 31, 2025, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 171% and 175%. 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 June 30, 2026 and December 31, 2025, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 172% and 175%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

Previous wording

On August 8, 2024, our Board of Directors approved and authorized a 10b5-1 stock repurchase program which allows us to repurchase up to $75.00 million of shares of our common stock if our common stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. On June 13, 2025, we entered into a 10b5-1 stock repurchase plan (the “2025 10b5-1 Plan”) with Georgeson Securities Corporation (“Georgeson”) for repurchases of our common stock during the period from June 16, 2025 through June 13, 2026. Unless extended by the Board, the 2025 10b5-1 Plan will terminate 12 months from the date it was entered into.

Current wording

On August 8, 2024, our Board of Directors approved and authorized a 10b5-1 stock repurchase program which allows us to repurchase up to $75.00 million of shares of our common stock if our common stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. On June 13, 2025, we entered into a 10b5-1 stock repurchase plan (the “2025 10b5-1 Plan”) with Georgeson Securities Corporation (“Georgeson”) for repurchases of our common stock during the period from June 16, 2025 through June 13, 2026. On and effective June 13, 2026, the 2025 10b5-1 Plan expired in accordance with its terms.

Previous wording

On May 6, 2026, our Board approved and authorized an additional 10b5-1 stock repurchase program to allow us to repurchase up to $75.00 million of shares of our common stock, subject to certain limitations. We expect to enter into this 10b5-1 stock repurchase program once the 2025 10b5-1 Plan has been fully utilized or expires, and in compliance with Rule 10b5-1.

Current wording

On May 6, 2026, our Board of Directors approved and authorized a 10b5-1 stock repurchase program, which allows us to enter into a 10b5-1 stock repurchase plan (the “2026 10b5-1 Plan”) to repurchase up to $75.00 million of shares of our common stock if the stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. As of June 30, 2026, we did not have an effective 2026 10b5-1 Plan.

Previous wording

For further details, see Note 9 “Net Assets—Common Stock Repurchase Plan” to our consolidated financial statements included in this report.

Current wording

Any repurchase by us of our common stock under any 10b5-1 plan or otherwise may result in the price of our common stock being higher than the price that otherwise might have existed in the open market. For further details, see Note 9 “Net Assets—Common Stock Repurchase Plan” to our consolidated financial statements included in this report.

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 March 31, 2026, we had outstanding borrowings denominated in U.S. Dollars ("$" or "USD") of $623.67 million, in Euros ("EUR") of EUR of 13.70 million, in Great British Pounds ("GBP") of GBP 17.45 million, Canadian Dollars ("CAD") of CAD 57.02 million and Australian Dollars ("AUD") of AUD 24.50 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 June 30, 2026, we had outstanding borrowings denominated in U.S. Dollars ("$" or "USD") of $583.67 million, in Euros ("EUR") of EUR of 13.70 million, in Great British Pounds ("GBP") of GBP 17.45 million, Canadian Dollars ("CAD") of CAD 57.02 million and Australian Dollars ("AUD") of AUD 24.50 million.

Previous wording

For further details, see Note 6 “Debt—Revolving Credit Facility” to our consolidated financial statements included in this report.

Current wording

On September 19, 2013, we initially entered into the Revolving Credit Facility, which, as of June 30, 2026, allowed us to borrow up to $1,475.00 million at any one time outstanding, subject to leverage and borrowing base restrictions. For further details, see Note 6 “Debt—Revolving Credit Facility” to our consolidated financial statements included in this report.

Previous wording

On February 10, 2020, we closed an offering of $360.00 million aggregate principal amount of 3.750% unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The 2025 Notes bore interest at a rate of 3.750% per year, payable semi-annually in arrears on February 10 and August 10 of each year. The 2025 Notes matured and were fully repaid on February 10, 2025 in accordance with their terms, using proceeds from the Revolving Credit Facility. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.

Current wording

On February 10, 2020, we closed an offering of $360.00 million aggregate principal amount of 3.750% unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes matured and were fully repaid on February 10, 2025 in accordance with their terms. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.

Previous wording

On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bore interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The 2026 Notes matured and were fully repaid on January 15, 2026 in accordance with their terms, using proceeds from the Revolving Credit Facility. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.

Current wording

On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes matured and were fully repaid on January 15, 2026 in accordance with their terms. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.

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. 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.

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 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.

Previous wording

On January 28, 2026, we closed an offering of $400.00 million aggregate principal amount of 5.100% unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2029 Notes bear interest at a rate of 5.100% per year, payable semi-annually in arrearson January 28 and July 28 of each year, commencing on July 28, 2026. The 2029 Notes will mature on January 28, 2029 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.

Current wording

On January 28, 2026, we closed an offering of $400.00 million aggregate principal amount of 5.100% unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes will mature on January 28, 2029 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—2029 Notes” to our consolidated financial statements included in this report.

Previous wording

On September 9, 2025, we closed an offering of $400.00 million aggregate principal amount of 5.650% unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2030 Notes bear interest at a rate of 5.650% per year, payable semi-annually in arrears on March 9 and September 9 of each year. The 2030 Notes will mature on September 9, 2030 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.

Current wording

On September 9, 2025, we closed an offering of $400.00 million aggregate principal amount of 5.650% unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes will mature on September 9, 2030 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—2030 Notes” to our consolidated financial statements included in this report.

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.

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. As of June 30, 2026, we believed that we had adequate financial resources to satisfy our unfunded commitments.

Previous wording

We may ourselves commit, or commit alongside one or more other Accounts, to issue standby letters of credit in connection with an investment or we may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each of us or such Account, acting in such capacity in issuing such standby letters of credit, an “LC Issuer”). In the event a letter of credit is funded, the LC Issuer or its designee would be obligated under the terms of the relevant credit agreement to fund a portion of the letter of credit, for a period of time, on behalf of the Accounts that also have a commitment to the investment. The Accounts are obligated to reimburse the LC Issuer or its designee as defined in the relevant credit agreement. As of March 31, 2026 and December 31, 2025, we have committed to fund letters of credit of $5.48 million on behalf of the Accounts. As of March 31, 2026, 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 ourselves commit, or commit alongside one or more other Accounts, to issue standby letters of credit in connection with an investment or we may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each of us or such Account, acting in such capacity in issuing such standby letters of credit, an “LC Issuer”). In the event a letter of credit is funded, the LC Issuer or its designee would be obligated under the terms of the relevant credit agreement to fund a portion of the letter of credit, for a period of time, on behalf of the Accounts that also have a commitment to the investment. The Accounts are obligated to reimburse the LC Issuer or its designee as defined in the relevant credit agreement. As of June 30, 2026 and December 31, 2025, we have committed to fund letters of credit of $5.48 million on behalf of the Accounts.

Previous wording

On May 6, 2026, our Board of Directors declared a quarterly base distribution of $0.32 per share payable on or about July 28, 2026 to holders of record as of June 30, 2026.

Current wording

On August 6, 2026, our Board of Directors declared a quarterly base distribution of $0.32 per share payable on or about October 28, 2026 to holders of record as of September 30, 2026. In addition, our Board declared a quarterly supplemental distribution of $0.03 per share, payable on or about September 15, 2026 to holders of record as of August 31, 2026.