Barings BDC, Inc.

Previous wording

The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the six months ended June 30, 2025, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Current wording

The following discussion is designed to provide a better understanding of our Unaudited Consolidated Financial Statements for the three and nine months ended September 30, 2025, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto included in Item 1 of this Quarterly Report on Form 10-Q, and the Consolidated Financial Statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2024. Historical results and percentage relationships among any amounts in the financial statements are not necessarily indicative of trends in operating results for any future periods.

Previous wording

Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, disruptions related to tariffs and other trade or sanction issues, and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a result of new information…

Excerpt shortened here; the source contains the full paragraph.

Current wording

Some of the statements in this Quarterly Report constitute forward-looking statements because they relate to future events or our future performance or financial condition. Forward-looking statements may include, among other things, statements as to our future operating results, our business prospects and the prospects of our portfolio companies, the impact of the investments that we expect to make, the ability of our portfolio companies to achieve their objectives, our expected financings and investments, the adequacy of our cash resources and working capital, and the timing of cash flows, if any, from the operations of our portfolio companies. Words such as “expect,” “anticipate,” “target,” “goals,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “forecast,” “may,” “should,” “potential,” variations of such words, and similar expressions indicate a forward-looking statement, although not all forward-looking statements include these words. Readers are cautioned that the forward-looking statements contained in this Quarterly Report are only predictions, are not guarantees of future performance, and are subject to risks, events, uncertainties and assumptions that are difficult to predict. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the items discussed herein, in Item 1A titled “Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Item 1A titled “Risk Factors” in Part II of our subsequently filed Quarterly Reports on Form 10-Q or in other reports that we may file with the Securities and Exchange Commission (the “SEC”) from time to time. Other factors that could cause our actual results and financial condition to differ materially include, but are not limited to, changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, disruptions related to tariffs and other trade or sanction issues, government shutdowns and volatility in the financial services sector, including bank failures; the interest rate environment or conditions affecting the financial and capital markets; the impact of global health crises on our or our portfolio companies’ business and the U.S. and global economies; our, or our portfolio companies’, future business, operations, operating results or prospects; risks associated with possible disruption due to terrorism in our operations or the economy generally; and future changes in laws or regulations and conditions in our or our portfolio companies’ operating areas. These statements are based on our current expectations, estimates, forecasts, information and projections about the industry in which we operate and the beliefs and assumptions of our management as of the date of filing of this Quarterly Report. We assume no obligation to update or revise any forward-looking statements, whether as a resu…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

As of June 30, 2025 and December 31, 2024, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 9.8% and 10.2%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 9.4% and 9.8% as of June 30, 2025 and December 31, 2024, respectively.

Current wording

As of September 30, 2025 and December 31, 2024, the weighted average yield on the principal amount of our outstanding debt investments other than non-accrual debt investments was approximately 9.8% and 10.2%, respectively. The weighted average yield on the principal amount of all of our outstanding debt investments (including non-accrual debt investments) was approximately 9.3% and 9.8% as of September 30, 2025 and December 31, 2024, respectively.

Previous wording

Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $363.4 billion Global Fixed Income Platform (as of June 30, 2025) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.

Current wording

Our investment adviser, Barings, a wholly-owned subsidiary of Massachusetts Mutual Life Insurance Company, is a leading global asset management firm and is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940, as amended. Barings’ primary investment capabilities include fixed income, private credit, real estate, equity, and alternative investments. Subject to the overall supervision of our Board of Directors (the “Board”), Barings’ Global Private Finance Group (“Barings GPFG”) manages our day-to-day operations, and provides investment advisory and management services to us. Barings GPFG is part of Barings’ $375.0 billion Global Fixed Income Platform (as of September 30, 2025) that invests in liquid, private and structured credit. Barings GPFG also advises private funds and separately managed accounts, along with multiple public vehicles.

Previous wording

Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 54 investment professionals (as of June 30, 2025) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.

Current wording

Included in Barings GPFG is Barings North American Private Finance Team (the “U.S. Investment Team”), which consists of 57 investment professionals (as of September 30, 2025) located in three offices in the United States. The U.S. Investment Team provides a full set of solutions to the North American middle market, including first and second lien senior secured loans, unitranche structures, revolvers, mezzanine debt and equity co-investments. The U.S. Investment Team averages over 20 years of industry experience at the Managing Director and Director level. Also included in Barings GPFG are its Europe and Asia-Pacific Investment Committees and Private Finance Teams, which are responsible for our investment origination and portfolio monitoring activities for middle-market companies in Europe and Asia-Pacific geographies. In addition, Barings believes that it has best-in-class support personnel, including expertise in risk management, legal, accounting, tax, information technology and compliance, among others. We expect to benefit from the support provided by these personnel in our operations.

Previous wording

On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of June 30, 2025, our asset coverage ratio was 175.2%.

Current wording

On July 24, 2018, our stockholders voted at a special meeting of stockholders (the “2018 Special Meeting”) to approve a proposal to authorize us to be subject to a reduced asset coverage ratio of at least 150% under the 1940 Act. As a result of the stockholder approval at the 2018 Special Meeting, effective July 25, 2018, our applicable asset coverage ratio under the 1940 Act has been decreased to 150% from 200%. As a result, we are permitted under the 1940 Act to incur indebtedness at a level which is more consistent with a portfolio of senior secured debt. As of September 30, 2025, our asset coverage ratio was 171.5%.

Previous wording

The total value of our investment portfolio was $2,623.9 million as of June 30, 2025, as compared to $2,449.3 million as of December 31, 2024. As of June 30, 2025, we had investments in 332 portfolio companies with an aggregate cost of $2,635.8 million. As of December 31, 2024, we had investments in 328 portfolio companies with an aggregate cost of $2,522.7 million. As of both June 30, 2025 and December 31, 2024, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

Current wording

The total value of our investment portfolio was $2,536.3 million as of September 30, 2025, as compared to $2,449.3 million as of December 31, 2024. As of September 30, 2025, we had investments in 333 portfolio companies with an aggregate cost of $2,564.0 million. As of December 31, 2024, we had investments in 328 portfolio companies with an aggregate cost of $2,522.7 million. As of both September 30, 2025 and December 31, 2024, none of our portfolio investments represented greater than 10% of the total fair value of our investment portfolio.

Previous wording

During the six months ended June 30, 2025, we made 33 new investments totaling $266.9 million and made investments in existing portfolio companies totaling $139.0 million. We had 24 loans repaid totaling $125.2 million and recognized a net realized loss on these transactions of $27.9 million. We also received $69.4 million of portfolio company principal payments and sales proceeds and recognized a net realized loss on these transactions of $0.1 million. We received $9.2 million of return of capital from our joint ventures, equity, and royalty rights investments. We also received proceeds of $4.7 million related to the exit of one of our royalty rights investments and recognized a realized gain on such exit of $2.5 million. In addition, we sold $55.9 million of middle-market portfolio debt investments to our joint ventures, recognizing a net realized gain on these transactions of $0.7 million. Also, investments in two portfolio companies were restructured, which resulted in a net realized loss of $2.3 million. Lastly, we received proceeds related to the sales and exits of equity investments totaling $9.1 million and recognized a net realized loss on such sales totaling $1.7 million.

Current wording

During the nine months ended September 30, 2025, we made 47 new investments totaling $356.6 million and made investments in existing portfolio companies totaling $198.1 million. We had 32 loans repaid totaling $187.0 million and recognized a net realized loss on these transactions of $27.7 million. We also received $124.5 million of portfolio company principal payments and sales proceeds and recognized a net realized loss on these transactions of $0.2 million. We received $11.8 million of return of capital from our joint ventures, equity, and royalty rights investments. We also received proceeds of $4.7 million related to the exit of one of our royalty rights investments and recognized a realized gain on such exit of $2.5 million. In addition, we sold $149.5 million of middle-market portfolio debt investments to our joint ventures, recognizing a net realized gain on these transactions of $1.3 million. Also, investments in three portfolio companies were restructured, which resulted in a net realized loss of $7.1 million. Lastly, we received proceeds related to the sale of equity investments totaling $25.9 million and recognized a net realized gain on such sales totaling $3.9 million.

Previous wording

Total portfolio investment activity for the six months ended June 30, 2025 and 2024 was as follows:

Current wording

Total portfolio investment activity for the nine months ended September 30, 2025 and 2024 was as follows:

Previous wording

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of June 30, 2025, we had eight portfolio companies with investments on non-accrual, the aggregate fair value of which was $13.9 million, which comprised 0.5% of the total fair value of our portfolio, and the aggregate cost of which was $35.8 million, which comprised 1.4% of the total cost of our portfolio. As of December 31, 2024, we had eight portfolio companies with investments on non-accrual, the aggregate fair value of which was $8.0 million, which comprised 0.3% of the total fair value of our portfolio, and the aggregate cost of which was $41.6 million, which comprised 1.6% of the total cost of our portfolio.

Current wording

Generally, when interest and/or principal payments on a loan become past due, or if we otherwise do not expect the borrower to be able to service its debt and other obligations, we will place the loan on non-accrual status and will generally cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to a restructuring such that the interest income is deemed to be collectible. As of September 30, 2025, we had eight portfolio companies with investments on non-accrual, the aggregate fair value of which was $20.4 million, which comprised 0.8% of the total fair value of our portfolio, and the aggregate cost of which was $45.4 million, which comprised 1.8% of the total cost of our portfolio. Excluding the non-accrual assets that are covered by the Sierra Credit Support Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) with Barings, the non-accruals as of September 30, 2025 comprised 0.4% of the total fair value of our portfolio and 1.1% of the aggregate cost of our portfolio. As of December 31, 2024, we had eight portfolio companies with investments on non-accrual, the aggregate fair value of which was $8.0 million, which comprised 0.3% of the total fair value of our portfolio, and the aggregate cost of which was $41.6 million, which comprised 1.6% of the total cost of our portfolio. Excluding the non-accrual assets that are covered by the Sierra Credit Support Agreement with Barings, the non-accruals as of December 31, 2024 comprised 0.2% of the total fair value of our portfolio and 0.9% of the aggregate cost of our portfolio.

Previous wording

During the quarter ended June 30, 2025, we placed our debt investment in Acogroup on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Acogroup for financial reporting purposes. As of June 30, 2025, the cost of our debt investment in Acogroup was $8.0 million and the fair value of such investments was $3.7 million.

Current wording

During the quarter ended June 30, 2025, we placed our debt investment in Acogroup on non-accrual status. As a result, under U.S. generally accepted accounting principles (“U.S. GAAP”), we will not recognize interest income on our debt investment in Acogroup for financial reporting purposes. As of September 30, 2025, the cost of our debt investment in Acogroup was $8.1 million and the fair value of such investments was $3.6 million.

Previous wording

During the quarter ended September 30, 2024, we placed our debt investment in Biolam Group, or Biolam, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Biolam for financial reporting purposes. As of June 30, 2025, the cost of our debt investment in Biolam was $2.5 million and the fair value of such investment was $1.4 million.

Current wording

During the quarter ended September 30, 2024, we placed our debt investment in Biolam Group, or Biolam, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investment in Biolam for financial reporting purposes. As of September 30, 2025, the cost of our debt investment in Biolam was $2.6 million and the fair value of such investment was $1.7 million.

Previous wording

During the quarter ended June 30, 2024, we placed our debt investments in Eurofins Digital Testing International LUX Holdings SARL, or Eurofins, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Eurofins for financial reporting purposes. As of June 30, 2025, the cost of our debt investments in Eurofins was $5.4 million and the fair value of such investments was $2.2 million.

Current wording

During the quarter ended June 30, 2024, we placed our debt investments in Eurofins Digital Testing International LUX Holdings SARL, or Eurofins, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our debt investments in Eurofins for financial reporting purposes. As of September 30, 2025, the cost of our debt investments in Eurofins was $5.4 million and the fair value of such investments was $1.9 million.

Previous wording

During the quarter ended March 31, 2024, we placed our first lien EURIBOR + 6.00% debt investment in GPNZ II GmbH, or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien EURIBOR + 6.00% debt investment in GPNZ for financial reporting purposes. As of June 30, 2025, the cost of our first lien EURIBOR + 6.00% debt investment in GPNZ was $0.4 million and the fair value of such investment was $0.1 million.

Current wording

During the quarter ended March 31, 2024, we placed our first lien EURIBOR + 6.00% debt investment in GPNZ II GmbH, or GPNZ, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien EURIBOR + 6.00% debt investment in GPNZ for financial reporting purposes. As of September 30, 2025, the cost of our first lien EURIBOR + 6.00% debt investment in GPNZ was $0.4 million and the fair value of such investment was nil.

Previous wording

During the quarter ended March 31, 2025, we placed our first lien SOFR + 4.00% debt investment in Ruffalo Noel Levitz, LLC, or Ruffalo, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien SOFR + 4.00% debt investment in Ruffalo for financial reporting purposes. As of June 30, 2025, the cost of our first lien SOFR + 4.00% debt investment in Ruffalo was $9.9 million and the fair value of such investment was $3.1 million.

Current wording

During the quarter ended March 31, 2025, we placed our first lien SOFR + 4.00% debt investment in Ruffalo Noel Levitz, LLC, or Ruffalo, on non-accrual status. As a result, under U.S. GAAP, we will not recognize interest income on our first lien SOFR + 4.00% debt investment in Ruffalo for financial reporting purposes. As of September 30, 2025, the cost of our first lien SOFR + 4.00% debt investment in Ruffalo was $9.9 million and the fair value of such investment was $2.4 million.

Previous wording

In addition to our non-accrual assets, during the quarter ended September 30, 2024, we placed our first lien senior secured debt investment in A.T. Holdings II LTD, or A.T. Holdings, on non-accrual status only with respect to the PIK interest component of the loan. As of June 30, 2025, the cost of our debt investment in A.T. Holdings was $11.9 million, or 0.5% of the total cost of our portfolio, and the fair value of such investment was $7.9 million, or 0.3% of the total fair value of our portfolio.

Current wording

In addition to our non-accrual assets, during the quarter ended September 30, 2024, we placed our first lien senior secured debt investment in A.T. Holdings II LTD, or A.T. Holdings, on non-accrual status only with respect to the PIK interest component of the loan. As of September 30, 2025, the cost of our debt investment in A.T. Holdings was $11.9 million, or 0.5% of the total cost of our portfolio, and the fair value of such investment was $7.8 million, or 0.3% of the total fair value of our portfolio.

Previous wording

Comparison of the three and six months ended June 30, 2025 and June 30, 2024

Current wording

Comparison of the three and nine months ended September 30, 2025 and September 30, 2024

Previous wording

Operating results for the three and six months ended June 30, 2025 and 2024 were as follows:

Current wording

Operating results for the three and nine months ended September 30, 2025 and 2024 were as follows:

Previous wording

The change in total investment income for both the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024 was primarily due to a decrease in the weighted average yield on the portfolio, partially offset by increased dividends from portfolio companies and joint venture investments and increased fee and other income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 9.8% as of June 30, 2025, as compared to 10.9% as of June 30, 2024.

Current wording

The change in total investment income for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 was primarily due to increased dividends from portfolio companies and joint venture investments, partially offset by a decrease in the weighted average yield on the portfolio and decreased fee and other income. The change in total investment income for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 was primarily due to a decrease in the weighted average yield on the portfolio, partially offset by increased dividends from portfolio companies and joint venture investments and increased fee and other income. The weighted average yield on the principal amount of our outstanding debt investments, other than non-accrual debt investments, was 9.8% as of September 30, 2025, as compared to 10.6% as of September 30, 2024.

Previous wording

For the three and six months ended June 30, 2025, dividends from portfolio companies and joint venture investments were $14.6 million and $25.3 million, respectively, as compared to $11.7 million and $20.2 million for the three and six months ended June 30, 2024, respectively. For the three and six months ended June 30, 2025, fee and other income was $4.9 million and $8.5 million, respectively, as compared to $3.8 million and $7.2 million for the three and six months ended June 30, 2024, respectively.

Current wording

For the three and nine months ended September 30, 2025, dividends from portfolio companies and joint venture investments were $14.2 million and $39.5 million, respectively, as compared to $9.8 million and $30.1 million for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2025, fee and other income was $4.0 million and $12.5 million, respectively, as compared to $4.3 million and $11.5 million for the three and nine months ended September 30, 2024, respectively.

Previous wording

Interest and other financing fees during the three and six months ended June 30, 2025 and 2024 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes and the February 2029 Notes (each as defined below under “Liquidity and Capital Resources”). The increase in interest and other financing fees for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024, was primarily attributed to higher weighted average borrowings outstanding, partially offset by a lower weighted average interest rate on the February 2019 Credit Facility. For the three and six months ended June 30, 2025, the weighted average borrowings outstanding on the February 2019 Credit Facility were $559.1 million and $485.1 million, respectively, as compared to $407.9 million and $483.0 million, respectively, for the three and six months ended June 30, 2024. The weighted average interest rate on the February 2019 Credit Facility for the three and six months ended June 30, 2025 was 5.8% and 5.9%, respectively, as compared to 6.9% and 7.0%, respectively, for the three and six months ended June 30, 2024.

Current wording

Interest and other financing fees during the three and nine months ended September 30, 2025 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes, the February 2029 Notes and the September 2028 Notes (each as defined below under “Liquidity and Capital Resources”). Interest and other financing fees during the three and nine months ended September 30, 2024 were attributable to borrowings under the February 2019 Credit Facility, the August 2025 Notes, the November Notes, the February Notes, the November 2026 Notes and the February 2029 Notes. The decrease in interest and other financing fees for the three and nine months ended September 30, 2025 as compared to the three and nine months ended September 30, 2024, was primarily attributed to a lower weighted average interest rate on the February 2019 Credit Facility, partially offset by higher weighted average borrowings outstanding. The weighted average interest rate on the February 2019 Credit Facility for the three and nine months ended September 30, 2025 was 5.2% and 5.7%, respectively, as compared to 6.6% and 6.9%, respectively, for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2025, the weighted average borrowings outstanding on the February 2019 Credit Facility were $541.0 million and $503.9 million, respectively, as compared to $320.7 million and $428.5 million, respectively, for the three and nine months ended September 30, 2024.

Previous wording

Under the terms of the Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and six months ended June 30, 2025, the amount of Base Management Fees incurred were approximately $8.2 million and $16.2 million, respectively. For the three and six months ended June 30, 2024, the amount of Base Management Fees incurred were approximately $8.2 million and $16.5 million, respectively.

Current wording

Under the terms of the Barings BDC Advisory Agreement, we pay Barings a base management fee (the “Base Management Fee”), quarterly in arrears on a calendar quarter basis. The Base Management Fee is calculated based on the average value of our gross assets, excluding cash and cash equivalents, at the end of the two most recently completed calendar quarters prior to the quarter for which such fees are being calculated. Base Management Fees for any partial month or quarter are appropriately pro-rated. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2025, the amount of Base Management Fees incurred were approximately $8.4 million and $24.6 million, respectively. For the three and nine months ended September 30, 2024, the amount of Base Management Fees incurred were approximately $8.0 million and $24.5 million, respectively.

Previous wording

The decrease in the Base Management Fees for the six months ended June 30, 2025 versus the six months ended June 30, 2024 is primarily related to the average value of gross assets decreasing from $5,270.2 million for the six months ended June 30, 2024 to $5,187.6 million for the six months ended June 30, 2025. For both the three and six months ended June 30, 2025 and 2024, the Base Management Fee rate was 1.250%.

Current wording

The increase in the Base Management Fees for the three months ended September 30, 2025 versus the three months ended September 30, 2024 is primarily related to the average value of gross assets increasing from $2,574.8 million as of the end of the two most recently completed calendar quarters prior to September 30, 2024 to $2,692.9 million as of the end of the two most recently completed calendar quarters prior to September 30, 2025. For both the three and nine months ended September 30, 2025 and 2024, the Base Management Fee rate was 1.250%.

Previous wording

Under the Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and six months ended June 30, 2025, the amount of Income-Based Fees incurred were $11.1 million and $18.9 million, respectively, as compared to $1.1 million and $9.3 million, for the three and six months ended June 30, 2024. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee Cap in any quarter is an amount equal to (a) 20% of the Cumulative Pre-Incentive Fee Net Return during the relevant Trailing Twelve Quarters less (b) the aggregate Income-Based Fees that were paid to the Adviser in the preceding eleven calendar quarters (or portion thereof) comprising the relevant Trailing Twelve Quarters. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Incentive Fee Cap. The increase in the Incentive Fees for the three and six months ended June 30, 2025, as compared to the three and six months ended June 30, 2024, relates to a higher Incentive Fee Cap for the three and six months ended June 30, 2025, as a result of an increase in Cumulative Pre-Incentive Fee Net Return partially offset by a smaller increase in incentive fees paid in the trailing twelve quarters (or portion thereof).

Current wording

Under the Barings BDC Advisory Agreement, we pay Barings an incentive fee (the “Incentive Fee”). A portion of the Incentive Fee is based on our income (the “Income-Based Fee”) and a portion is based on our capital gains (the “Capital Gains Fee”). The Income-Based Fee is determined and paid quarterly in arrears based on the amount by which (x) the aggregate pre-incentive fee net investment income in respect of the current calendar quarter and the eleven preceding calendar quarters beginning with the calendar quarter that commences on or after January 1, 2021, as the case may be (or the appropriate portion thereof in the case of any of our first eleven calendar quarters that commences on or after January 1, 2021) exceeds (y) the hurdle amount as calculated for the same period. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the terms of the Barings BDC Advisory Agreement and the fee arrangements thereunder. For the three and nine months ended September 30, 2025, the amount of Income-Based Fees incurred were $5.6 million and $24.5 million, respectively, as compared to $6.6 million and $15.9 million, for the three and nine months ended September 30, 2024. The Income-Based Fee is subject to a cap (the “Incentive Fee Cap”). The Incentive Fee

Previous wording

We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and six months ended June 30, 2025, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.4 million and $0.7 million, respectively. For the three and six months ended June 30, 2024 the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.4 million and $1.0 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, directors’ and officers’ insurance costs, as well as legal and accounting expenses.

Current wording

We entered into the Administration Agreement with Barings in August 2018. Under the terms of the Administration Agreement, Barings performs (or oversees, or arranges for, the performance of) the administrative services necessary for our operations. We reimburse Barings for the costs and expenses incurred by it in performing its obligations and providing personnel and facilities under the Administration Agreement in an amount to be negotiated and mutually agreed to by us and Barings quarterly in arrears; provided that the agreed-upon quarterly expense amount will not exceed the amount of expenses that would otherwise be reimbursable by us under the Administration Agreement for the applicable quarterly period, and Barings will not be entitled to the recoupment of any amounts in excess of the agreed-upon quarterly expense amount. See “Note 2. Agreements and Related Party Transactions” to our Unaudited Consolidated Financial Statements for additional information regarding the Administration Agreement. For the three and nine months ended September 30, 2025, the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.4 million and $1.1 million, respectively. For the three and nine months ended September 30, 2024 the amount of administration expenses incurred and invoiced by Barings for expenses was approximately $0.4 million and $1.4 million, respectively. In addition to expenses incurred under the Administration Agreement, general and administrative expenses include fees payable to the members of our Board for their service on the Board, directors’ and officers’ insurance costs, as well as legal and accounting expenses.

Previous wording

Net realized gains (losses) during the three and six months ended June 30, 2025 and 2024 were as follows:

Current wording

Net realized gains (losses) during the three and nine months ended September 30, 2025 and 2024 were as follows:

Previous wording

During the three months ended June 30, 2025, we recognized net realized losses totaling $15.2 million, which consisted primarily of a net loss on forward currency contracts of $14.3 million and a net loss on our investment portfolio of $11.1 million, partially offset by a gain on the termination of the MVC Credit Support Agreement (as defined in “Note 2. Agreements and Related Party Transactions”) with Barings of $9.4 million and a net gain on foreign currency transactions of $0.8 million. The net loss on our investment portfolio predominantly related to a $17.1 million loss on the exit of one loan investment and a $2.5 million loss on the restructuring of one investment, partially offset by a $5.3 million gain on the exit of three equity investments, and a $2.5 million gain on the exit of one of our royalty rights investments, which were all primarily reclassified from net unrealized depreciation during the three months ended June 30, 2025. During the six months ended June 30, 2025, we recognized net realized losses totaling $16.2 million, which consisted primarily of a net loss on our investment portfolio of $28.8 million, partially offset by a net gain on the termination of the MVC Credit Support Agreement of $9.4 million, a net gain on forward currency transactions of $2.2 million and a net gain on foreign currency contracts of $1.0 million. The net loss on our investment portfolio predominantly related to a $27.9 million loss on the exit of three loan investments, a $7.3 million loss on the exit of one equity investment, and a $2.5 million loss on the restructuring of one investment, partially offset by a $5.3 million gain on the exit of three equity investments and a $2.5 million gain on the exit of one of our royalty rights investments, which were all primarily reclassified from net unrealized depreciation during the six months ended June 30, 2025.

Current wording

During the three months ended September 30, 2025, we recognized net realized losses totaling $1.3 million, which consisted primarily of a net loss on forward currency contracts of $3.0 million, partially offset by a net gain on our investment portfolio of $1.6 million and a net gain on foreign currency transactions of $0.1 million. The net gain on our investment portfolio predominantly related to a $5.6 million gain on the sale of one equity investment and a $0.7 million net gain on the sale of middle-market portfolio debt investments to our joint venture, partially offset by a $4.8 million loss on the restructuring of one investment. The $4.8 million loss on the restructure was predominantly reclassified from unrealized depreciation. During the nine months ended September 30, 2025, we recognized net realized losses totaling $17.5 million, which consisted primarily of a net loss on our investment portfolio of $27.2 million and a net loss on forward currency contracts of $2.0 million, partially offset by a net gain on the termination of the MVC Credit Support Agreement of $9.4 million and a net gain on foreign currency transactions of $2.3 million. The net loss on our investment portfolio predominantly related to a $27.9 million loss on the exit of three loan investments, a $7.3 million loss on the sale of one equity investment, and a $7.3 million loss on the restructuring of two investments, partially offset by a $10.9 million gain on the sale of four equity investments, a $2.5 million gain on the exit of one royalty rights investment, and a $1.3 million gain on the sale of middle-market portfolio debt investments to our joint venture.

Previous wording

a $7.2 million gain on the sale of one investment, partially offset by a $4.2 million loss on the sale of one investment, which

Current wording

During the three months ended September 30, 2024, we recognized net realized losses totaling $10.9 million, which consisted primarily of a net loss on our investment portfolio of $8.5 million and net loss on forward currency contracts of $2.9 million, partially offset by a net gain on foreign currency transactions of $0.5 million. The net loss on our investment portfolio predominantly related to a $12.5 million loss on the exit of one investment, partially offset by a $4.2 million gain on the sale of two investments, which were partially reclassified from unrealized depreciation during the three months ended September 30, 2024. During the nine months ended September 30, 2024, we recognized net realized losses of $24.3 million, which consisted primarily of a net loss on our investment portfolio of $17.6 million, and a net loss on forward currency contracts of $7.5 million, partially offset by a net gain on foreign currency transactions of $0.9 million. The net loss on our investment portfolio was primarily comprised of a $12.7 million loss on the restructuring of two investments, a $16.7 million loss on the sale and exit of two investments, which were primarily reclassified from unrealized appreciation, partially offset by a $12.2 million gain on the sale of three investments during the nine months ended September 30, 2024.

Previous wording

During the six months ended June 30, 2025, we recorded net unrealized appreciation totaling $13.2 million, consisting of net unrealized appreciation on our current portfolio of $31.7 million, net unrealized appreciation reclassification adjustments of $29.8 million related to the net realized losses on the sales / exits of certain investments, unrealized appreciation of $7.0 million on the Sierra Credit Support Agreement with Barings, partially offset by net unrealized depreciation related to forward currency contracts of $25.7 million, net unrealized depreciation related to foreign currency transactions of $23.0 million, unrealized depreciation of $5.6 million on the MVC Credit Support Agreement with Barings and deferred taxes of $1.0 million. The net unrealized appreciation on our current portfolio of $31.7 million was driven primarily by the impact of foreign currency exchange rates on investments of $49.0 million and broad market moves for investments of $1.3 million, partially offset by the credit or fundamental performance of investments of $18.6 million.

Current wording

During the nine months ended September 30, 2025, we recorded net unrealized appreciation totaling $4.4 million, consisting of net unrealized appreciation reclassification adjustments of $31.4 million related to the net realized losses on the sales / exits of certain investments, net unrealized appreciation on our current portfolio of $14.4 million, unrealized appreciation of $8.6 million on the Sierra Credit Support Agreement with Barings, partially offset by net unrealized depreciation related to foreign currency transactions of $24.5 million, net unrealized depreciation related to forward currency contracts of $18.4 million, unrealized depreciation of $5.6 million on the MVC Credit Support Agreement with Barings and deferred taxes of $1.4 million. The net unrealized appreciation on our current portfolio of $14.4 million was driven primarily by the impact of foreign currency exchange rates on investments of $47.5 million and broad market moves for investments of $0.7 million, partially offset by the credit or fundamental performance of investments of $33.8 million.

Previous wording

the sales / repayments and restructures of certain investments, unrealized appreciation of $1.9 million on the MVC credit

Current wording

During the nine months ended September 30, 2024, we recorded net unrealized appreciation totaling $8.1 million, consisting of net unrealized appreciation reclassification adjustments of $27.3 million related to the net realized losses on the sales / repayments and restructures of certain investments, net unrealized appreciation related to forward currency contracts of $3.2 million and unrealized appreciation of $1.7 million on the MVC credit support agreement with Barings, partially offset by net unrealized depreciation on our current portfolio of $10.6 million, unrealized depreciation of $8.3 million on the Sierra credit support agreement with Barings and net unrealized depreciation related to foreign currency transactions of $5.2 million. The net unrealized depreciation on our current portfolio of $10.6 million was driven primarily by the credit or fundamental performance of investments of $25.8 million, partially offset by the impact of foreign currency exchange rates on investments of $10.5 million and broad market moves for investments of $4.7 million.

Previous wording

For the six months ended June 30, 2025, we experienced a net decrease in cash in the amount of $42.1 million. During that period, our operating activities used $60.5 million in cash, consisting primarily of purchases of portfolio investments of $409.2 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $274.6 million. In addition, our financing activities provided net cash of $18.4 million, consisting of net borrowings under the February 2019 Credit Facility of $86.0 million, partially offset by dividends paid in the amount of $65.3 million and share repurchases of $2.3 million. As of June 30, 2025, we had $49.3 million of cash and foreign currencies on hand, including $4.7 million of restricted cash.

Current wording

For the nine months ended September 30, 2025, we experienced a net decrease in cash in the amount of $8.1 million. During that period, our operating activities used $44.0 million in cash, consisting primarily of purchases of portfolio investments of $561.6 million, partially offset by proceeds from sales or repayments of portfolio investments totaling $425.4 million. In addition, our financing activities provided net cash of $35.9 million, consisting of net proceeds from notes payable of $294.8 million, partially offset by net repayments of the February 2019 Credit Facility of $108.7 million, dividends paid in the amount of $97.9 million, repayment of the $50.0 million August 2025 Notes and share repurchases of $2.3 million. As of September 30, 2025, we had $83.2 million of cash and foreign currencies on hand, including $12.9 million of restricted cash.

Previous wording

credit support agreement with Barings and net unrealized depreciation related to forward currency contracts of $4.5 million,

Current wording

For the nine months ended September 30, 2024, we experienced a net decrease in cash in the amount of $4.5 million. During that period, our operating activities provided $167.3 million in cash, with proceeds from sales or repayments of portfolio investments totaling $422.9 million and other cash collections from investments exceeding purchases of portfolio investments of $346.0 million. In addition, our financing activities used net cash of $171.9 million, consisting of net repayments under the February 2019 Credit Facility of $377.1 million, dividends paid in the amount of $82.6 million and share repurchases of $5.0 million, partially offset by net proceeds of $292.8 million from the issuance of the February 2029 Notes. As of September 30, 2024, we had $66.0 million of cash and foreign currencies on hand, including $3.2 million of restricted cash.

Previous wording

On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allowed for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and satisfaction of specified financial covenants (the “November 2021 Amendment”). Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allowed for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants (the “February 2022 Amendment”). Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allowed for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants (the “April 2022 Amendment”). We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020, of Barings BDC Senior Funding I, LLC’s, our indirect wholly-owned Delaware limited liability company (“BSF”), credit facility entered into in August 2018 with Bank of America, N.A., BSF became a subsidiary guarantor whose assets secure the February 2019 Credit Facility. Effective May 9, 2023, the revolving period of the February 2019 Credit Facility was extended to February 21, 2025, followed by a one-year repayment period, and the maturity date was extended to February 21, 2026 (the “May 2023 Amendment”). Effective November 5, 2024 we amended the February 2019 Credit Facility to, among other things, (a) extend the revolving period from February 21, 2025 to November 5, 2028; (b) extend the stated maturity date from February 21, 2026 to November 5, 2029; (c) adjust the interest rate charged on the February 2019 Credit Facility from an applicable spread of either the term SOFR plus 2.25% (or 2.00% for so long as we maintain an investment grade credit rating) plus a credit spread adjustment of 0.10% for borrowings with an interest period of one mont…

Excerpt shortened here; the source contains the full paragraph.

Current wording

On February 21, 2019, we entered into a senior secured credit facility with ING Capital LLC (“ING”), as administrative agent, and the lenders party thereto (as amended, restated and otherwise modified from time to time, the “February 2019 Credit Facility”). The initial commitments under the February 2019 Credit Facility totaled $800.0 million. Effective on November 4, 2021, we increased aggregate commitments under the February 2019 Credit Facility to $875.0 million from $800.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allowed for an increase in the total commitments to an aggregate of $1.2 billion subject to certain conditions and satisfaction of specified financial covenants. Effective on February 25, 2022, we increased aggregate commitments under the February 2019 Credit Facility to $965.0 million from $875.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allowed for an increase in the total commitments increased to $1.5 billion from $1.2 billion subject to certain conditions and the satisfaction of specified financial covenants. Effective on April 1, 2022, we increased the aggregate commitments under the February 2019 Credit Facility to $1.1 billion from $965.0 million pursuant to the accordion feature under the February 2019 Credit Facility, which allowed for an increase in the total commitments to an aggregate of $1.5 billion subject to certain conditions and the satisfaction of specified financial covenants. We can borrow foreign currencies directly under the February 2019 Credit Facility. The February 2019 Credit Facility, which is structured as a revolving credit facility, is secured primarily by a material portion of our assets and guaranteed by certain of our subsidiaries. Following the termination on June 30, 2020, of Barings BDC Senior Funding I, LLC’s, our indirect wholly-owned Delaware limited liability company (“BSF”), credit facility entered into in August 2018 with Bank of America, N.A., BSF became a subsidiary guarantor whose assets secure the February 2019

Previous wording

Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 0.875% or (ii) the term SOFR plus an applicable spread of 1.875% plus a credit spread adjustment of 0.10%. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 1.875% or for borrowings denominated in Australian dollars, the applicable Australian dollars Screen Rate, plus 2.0875%. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.

Current wording

Borrowings denominated in U.S. Dollars under the February 2019 Credit Facility bear interest, subject to our election, on a per annum basis equal to (i) the alternate base rate plus 0.875% or (ii) the term SOFR plus an applicable spread of 1.875% plus a credit spread adjustment of 0.10%. Borrowings denominated in certain foreign currencies, other than Australian dollars, bear interest on a per annum basis equal to the applicable currency rate for the foreign currency as defined in the credit agreement plus 1.875% or for borrowings denominated in Australian dollars, 1.875% plus the applicable Australian benchmark rate, which is defined as the applicable Australian dollar Screen Rate plus 0.20%. The alternate base rate is equal to the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.5%, (iii) the Overnight Bank Funding Rate plus 0.5%, (iv) one-month term SOFR plus 1.0% plus a credit spread adjustment of 0.10% and (v) 1.0%.

Previous wording

As of June 30, 2025, we were in compliance with all covenants under the February 2019 Credit Facility and had U.S. dollar borrowings of $342.5 million outstanding under the February 2019 Credit Facility with a weighted average interest rate of 6.286% (one month SOFR of 4.311%), borrowings denominated in British pounds sterling of £49.6 million ($67.9 million U.S. dollars) with an interest rate of 6.119% (one month SONIA of 4.211%) and borrowings denominated in Euros of €116.6 million ($136.9 million U.S. dollars) with an interest rate of 3.875% (one month EURIBOR of 2.000%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.

Current wording

As of September 30, 2025, we were in compliance with all covenants under the February 2019 Credit Facility and had borrowings under the February 2019 Credit Facility denominated in British pounds sterling of £48.6 million ($65.4 million U.S. dollars) with an interest rate of 5.875% (one month SONIA of 3.967%) and borrowings denominated in Euros of €245.6 million ($288.6 million U.S. dollars) with an interest rate of 3.750% (one month EURIBOR of 1.875%). The borrowings denominated in foreign currencies were translated into U.S. dollars based on the spot rate at the relevant balance sheet date. The impact resulting from changes in foreign exchange rates on the February 2019 Credit Facility borrowings is included in “Net unrealized appreciation (depreciation) - foreign currency transactions” in our Unaudited Consolidated Statements of Operations.

Previous wording

The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of June 30, 2025, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $547.3 million. See “Note 5. Borrowings — February 2019 Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.

Current wording

The fair values of the borrowings outstanding under the February 2019 Credit Facility are based on a market yield approach and current interest rates, which are Level 3 inputs to the market yield model. As of September 30, 2025, the total fair value of the borrowings outstanding under the February 2019 Credit Facility was $354.0 million. See “Note 5. Borrowings — February 2019 Credit Facility” to our Unaudited Consolidated Financial Statements for additional information regarding the February 2019 Credit Facility.

Previous wording

On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which will mature on August 4, 2025 unless redeemed, purchased or prepaid prior to such date by us in accordance with their terms. Interest on the August 2025 Notes is due semiannually in March and September, beginning in March 2021. In addition, we are obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we may redeem the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes are guaranteed by certain of our subsidiaries, and are our general unsecured obligations that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

Current wording

On August 3, 2020, we entered into a Note Purchase Agreement (the “August 2020 NPA”) with Massachusetts Mutual Life Insurance Company governing the issuance of (1) $50.0 million in aggregate principal amount of Series A senior unsecured notes due August 2025 (the “Series A Notes due 2025”) with a fixed interest rate of 4.66% per year, and (2) up to $50.0 million in aggregate principal amount of additional senior unsecured notes due August 2025 with a fixed interest rate per year to be determined (the “Additional Notes” and, collectively with the Series A Notes due 2025, the “August 2025 Notes”), in each case, to qualified institutional investors in a private placement. An aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 24, 2020 and an aggregate principal amount of $25.0 million of the Series A Notes due 2025 were issued on September 29, 2020, both of which matured on August 4, 2025. Interest on the August 2025 Notes was due semiannually in March and September, beginning in March 2021. In addition, we were obligated to offer to repay the August 2025 Notes at par (plus accrued and unpaid interest to, but not including, the date of prepayment) if certain change in control events occur. Subject to the terms of the August 2020 NPA, we could have redeemed the August 2025 Notes in whole or in part at any time or from time to time at our option at par plus accrued interest to the prepayment date and, if redeemed on or before November 3, 2024, a make-whole premium. The August 2025 Notes were guaranteed by certain of our subsidiaries, and were our general unsecured obligations that ranked pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

Previous wording

The November 2020 NPA contains certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The November 2020 NPA also contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the November Notes at the time outstanding may declare all November Notes then outstanding to be immediately due and payable. As of June 30, 2025, we were in compliance with all covenants under the November 2020 NPA.

Current wording

The August 2020 NPA contained certain representations and warranties, and various covenants and reporting requirements customary for senior unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act, certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business, permitted liens, investments and restricted payments, minimum shareholders’ equity, maximum net debt to equity ratio and minimum asset coverage ratio. The August 2020 NPA also contained customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness or that of our subsidiary guarantors, certain judgements and orders, and certain events of bankruptcy. Upon the occurrence of an event of default, the holders of at least 66-2/3% in principal amount of the August 2025 Notes at the time outstanding may have declared all August 2025 Notes then outstanding to be immediately due and payable.

Previous wording

The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

Current wording

The August 2025 Notes were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The August 2025 Notes were not registered under the Securities Act or any state securities laws and could not have been offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

Previous wording

On August 4, 2025, the August 2025 Notes matured in accordance with the terms of the August 2020 NPA and we repaid in full the par amount plus accrued and unpaid interest.

Current wording

On August 4, 2025, the August 2025 Notes matured in accordance with the terms of the August 2020 NPA and the Company repaid in full the par amount plus accrued and unpaid interest.