☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 814-00794
Golub Capital BDC, Inc.
(Exact name of registrant as specified in its charter)
Delaware
27-2326940
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
200 Park Avenue, 25th Floor
New York, NY10166
(Address of principal executive offices)
(212) 750-6060
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.001 per share
GBDC
The Nasdaq Global Select Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesþ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes oNoþ
As of February 4, 2026, the Registrant had 263,228,181 shares of common stock, $0.001 par value, outstanding.
Total investments, at fair value (amortized cost of $8,653,728 and $8,759,938, respectively)
8,639,231
8,769,389
Cash
58,445
—
Cash equivalents
25,865
11,935
Foreign currencies (cost of $9,406 and $11,685, respectively)
9,659
11,681
Restricted cash
32,148
7,107
Restricted cash equivalents
34,425
81,720
Interest receivable
72,129
68,031
Receivable for investments
6,701
7,273
Net unrealized appreciation on derivatives
11,110
12,129
Other assets
4,252
9,034
Total Assets
$
8,893,965
$
8,978,299
Liabilities
Debt
$
4,903,076
$
4,926,778
Less unamortized debt issuance costs
(23,849)
(26,005)
Debt less unamortized debt issuance costs
4,879,227
4,900,773
Net unrealized depreciation on derivatives
5,230
5,023
Interest payable
49,092
38,254
Management and income incentive fees payable
39,637
40,884
Accrued trustee fees
605
1,039
Accounts payable and other liabilities
11,020
9,759
Total Liabilities
4,984,811
4,995,732
Commitments and Contingencies (Note 8)
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2025 and September 30, 2025
—
—
Common stock, par value $0.001 per share, 500,000,000 shares authorized, 263,384,785 and 266,008,083 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively
Consolidated Statements of Cash Flows - (unaudited)(continued)
(In thousands)
(1) Includes cash paid or received for contractual interest rate swaps, which may have different contractual settlement dates among the (i) fixed interest leg, (ii) floating interest leg and (iii) the debt instrument.
The following table provides a reconciliation of cash, cash equivalents, foreign currencies, restricted cash, restricted cash equivalents and restricted foreign currencies reported within the Consolidated Statements of Financial Condition that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows:
As of
December 31, 2025
September 30, 2025
Cash
$
58,445
$
—
Cash equivalents
25,865
11,935
Foreign currencies (cost of $9,406 and $11,685, respectively)
9,659
11,681
Restricted cash
32,148
7,107
Restricted cash equivalents
34,425
81,720
Total cash, cash equivalents, foreign currencies, restricted cash, restricted cash equivalents and restricted foreign currencies shown in the Consolidated Statements of Cash Flows(1)
$
160,542
$
112,443
(1)See Note 2 for a description of cash, cash equivalents, foreign currencies, restricted cash, restricted cash equivalents and restricted foreign currencies.
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2025
(Dollar and share amounts in thousands)
*
Denotes that all or a portion of the loan collateralizes the notes offered in the 2024 Debt Securitization (as defined in Note 7).
+
Denotes that all or a portion of the investment collateralizes the JPM Credit Facility (as defined in Note 7).
(1)The majority of the investments bear interest at a rate that is permitted to be determined by reference to the Secured Overnight Financing Rate (“SOFR” or “SF”), Euro Interbank Offered Rate (“EURIBOR” or “E”), Prime (“P”), Sterling Overnight Index Average ("SONIA" or “SN”), Australian Interbank Rate (”AUD” or ”A”) or Canadian Overnight Repo Rate Average (“CORRA” or “CA”) which reset daily, monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the applicable index and the weighted average current interest rate in effect as of December 31, 2025. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. For positions with multiple outstanding contracts, the spread for the largest outstanding contract is shown. Listed below are the index rates as of December 31, 2025, which was the last business day of the period on which the applicable index rates were determined. The actual index rate for each loan listed could not be the applicable index rate outstanding as of December 31, 2025, as the loan could have priced or repriced based on an index rate prior to December 31, 2025.
(a)Denotes that all or a portion of the contract was indexed to the Prime rate, which was 6.75% as of December 31, 2025.
(b) Denotes that all or a portion of the contract was indexed to the 30-day EURIBOR, which was 1.94% as of December 31, 2025.
(c) Denotes that all or a portion of the contract was indexed to the 90-day EURIBOR, which was 2.03% as of December 31, 2025.
(d) Denotes that all or a portion of the contract was indexed to the 180-day EURIBOR, which was 2.11% as of December 31, 2025.
(e) Denotes that all or a portion of the contract was indexed to the Three-Month AUD, which was 3.74% as of December 31, 2025.
(f) Denotes that all or a portion of the contract was indexed to the Six-Month AUD, which was 4.12% as of December 31, 2025.
(g) Denotes that all or a portion of the contract was indexed to SONIA, which was 3.73% as of December 31, 2025.
(h) Denotes that all or a portion of the contract was indexed to Daily SOFR, which was 3.87% as of December 31, 2025.
(i) Denotes that all or a portion of the contract was indexed to the 30-day Term SOFR which was 3.69% as of December 31, 2025.
(j) Denotes that all or a portion of the contract was indexed to the 90-day Term SOFR which was 3.65% as of December 31, 2025.
(k) Denotes that all or a portion of the contract was indexed to the 180-day Term SOFR which was 3.57% as of December 31, 2025.
(l) Denotes that all or a portion of the contract was indexed to Daily CORRA, which was 2.30% as of December 31, 2025.
(m) Denotes that all or a portion of the contract was indexed to the 90-day Term CORRA, which was 2.26% as of December 31, 2025.
(2)For positions with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of December 31, 2025.
(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)The fair values of investments were valued using significant unobservable inputs, unless noted otherwise. See Note 6. The fair value of loan investments may include the impact of the unfunded commitment being valued below par.
(5)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)The entire commitment was unfunded as of December 31, 2025. As such, no interest is being earned on this investment. The investment could be subject to an unused facility fee.
(7)Investment was on non-accrual status as of December 31, 2025, meaning that the Company has ceased recognizing interest or non-cash dividend income on the investment.
(8)The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of December 31, 2025, total non-qualifying assets at fair value represented 13.4% of the Company's total assets calculated in accordance with the 1940 Act.
(9)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2.
(10)The headquarters of this portfolio company is located in the United Kingdom.
(11)The headquarters of this portfolio company is located in Australia.
(12)The headquarters of this portfolio company is located in Canada.
(13)The headquarters of this portfolio company is located in Luxembourg.
(14)The headquarters of this portfolio company is located in Netherlands.
(15)The headquarters of this portfolio company is located in Israel.
(16)The headquarters of this portfolio company is located in Finland.
(17)The headquarters of this portfolio company is located in Sweden.
(18)The headquarters of this portfolio company is located in Denmark.
(19)The headquarters of this portfolio company is located in Germany.
(20)The headquarters of this portfolio company is located in France.
(21)The headquarters of this portfolio company is located in Jersey.
Consolidated Schedule of Investments (unaudited) - (continued)
December 31, 2025
(Dollar and share amounts in thousands)
(22)Equity investments are non-income producing securities unless otherwise noted.
(23)Ownership of certain equity investments occurs through a holding company or partnership.
(24)The Company holds an equity investment that is income producing.
(25)All or a portion of the loan interest was capitalized into the outstanding principal balance of the loan in accordance with the terms of the credit agreement during the three months ended December 31, 2025.
(26) The fair value of the loan reflects the legal claim on par and accrued uncapitalized payment-in-kind (“PIK”) interest.
(27)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns five percent or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the three months ended December 31, 2025 were as follows:
Portfolio Company
Fair value as of September 30, 2025
Gross additions(a)
Gross reductions(b)
Net change in unrealized appreciation (depreciation)
Net realized gain (loss)
Fair value as of December 31, 2025
Interest, dividend and fee income
Abita Brewing Co. LLC
$
5,216
$
3,344
$
(2,993)
$
(129)
$
—
$
5,438
$
32
Bayside Opco, LLC
33,986
304
(39)
760
—
35,011
816
Benetech, Inc.
2,089
—
(52)
30
—
2,067
—
Chestnut Optical Midco, Inc.
101,952
2,104
—
(333)
—
103,723
863
Elite Dental Partners LLC
10,692
637
—
(681)
—
10,648
80
Fleet Farm Group LLC
33,243
218
—
(2,210)
—
31,251
226
G & H Wire Company, Inc.
6,070
68
(14)
(1,156)
—
4,968
75
IMPLUS Footcare, LLC
23,769
446
—
561
—
24,776
326
Opening Day Borrower 111 LLC
23,236
7,390
(6,033)
(2,320)
—
22,273
129
Reaction Biology Corporation
7,259
296
—
(419)
—
7,136
90
SPF Borrower LLC
37,469
83
(83)
(1,241)
—
36,228
736
Switchfly LLC
8,782
4
—
(2,286)
—
6,500
5
Total Non-Controlled Affiliates
$
293,763
$
14,894
$
(9,214)
$
(9,424)
$
—
$
290,019
$
3,378
(a)
Gross additions could include increases in the cost basis of investments resulting from new investments, amounts related to PIK interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this affiliated category from a different category.
(b)
Gross reductions could include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, the amortization of premiums, the reversal of capitalized PIK for non-accrual positions and the exchange of one or more existing securities for one or more new securities.
(28)As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” of and “control” this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) (“controlled affiliate”). Transactions related to investments in controlled affiliates for the three months ended December 31, 2025 were as follows:
Portfolio Company
Fair value as of September 30, 2025
Gross additions(a)
Gross reductions(b)
Net change in unrealized appreciation (depreciation)
Net realized gain (loss)
Fair value as of December 31, 2025
Interest, dividend and fee income
MMan Acquisition Co.
$
11,862
$
133
$
—
$
(1,314)
$
—
$
10,681
$
136
Total Controlled Affiliates
$
11,862
$
133
$
—
$
(1,314)
$
—
$
10,681
$
136
(a)
Gross additions could include increases in the cost basis of investments resulting from new investments, amounts related to PIK interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this affiliated category from a different category.
(b)
Gross reductions could include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the reversal of capitalized PIK for non-accrual positions and the exchange of one or more existing securities for one or more new securities.
(29) The rate shown is the annualized seven-day yield as of December 31, 2025.
Consolidated Schedule of Investments - (continued)
September 30, 2025
(Dollar and share amounts in thousands)
*
Denotes that all or a portion of the loan collateralizes the notes offered in the 2024 Debt Securitization (as defined in Note 7).
+
Denotes that all or a portion of the investment collateralizes the JPM Credit Facility (as defined in Note 7).
(1)The majority of the investments bear interest at a rate that is permitted to be determined by reference to the Secured Overnight Financing Rate (“SOFR” or “SF”), Euro Interbank Offered Rate (“EURIBOR” or “E”), Prime (“P”), Sterling Overnight Index Average ("SONIA" or “SN”), Australian Interbank Rate (”AUD” or ”A”) or Canadian Overnight Repo Rate Average (“CORRA” or “CA”) which reset daily, monthly, quarterly, semiannually, or annually. For each, the Company has provided the spread over the applicable index and the weighted average current interest rate in effect as of September 30, 2025. Certain investments are subject to an interest rate floor. For fixed rate loans, a spread above a reference rate is not applicable. For positions with multiple outstanding contracts, the spread for the largest outstanding contract is shown. Listed below are the index rates as of September 30, 2025, which was the last business day of the period on which the applicable index rates were determined. The actual index rate for each loan listed could not be the applicable index rate outstanding as of September 30, 2025, as the loan could have priced or repriced based on an index rate prior to September 30, 2025.
(a)Denotes that all or a portion of the contract was indexed to the Prime rate, which was 7.25% as of September 30, 2025.
(b) Denotes that all or a portion of the contract was indexed to the 30-day EURIBOR, which was 1.93% as of September 30, 2025.
(c) Denotes that all or a portion of the contract was indexed to the 90-day EURIBOR, which was 2.03% as of September 30, 2025.
(d) Denotes that all or a portion of the contract was indexed to the 180-day EURIBOR, which was 2.10% as of September 30, 2025.
(e) Denotes that all or a portion of the contract was indexed to the Three-Month AUD, which was 3.58% as of September 30, 2025.
(f) Denotes that all or a portion of the contract was indexed to SONIA, which was 3.97% as of September 30, 2025.
(g) Denotes that all or a portion of the contract was indexed to Daily SOFR, which was 4.24% as of September 30, 2025.
(h) Denotes that all or a portion of the contract was indexed to the 30-day Term SOFR which was 4.13% as of September 30, 2025.
(i) Denotes that all or a portion of the contract was indexed to the 90-day Term SOFR which was 3.98% as of September 30, 2025.
(j) Denotes that all or a portion of the contract was indexed to the 180-day Term SOFR which was 3.85% as of September 30, 2025.
(k) Denotes that all or a portion of the contract was indexed to Daily CORRA, which was 2.56% as of September 30, 2025.
(l) Denotes that all or a portion of the contract was indexed to the 90-day Term CORRA, which was 2.45% as of September 30, 2025.
(2)For positions with multiple interest rate contracts, the interest rate shown is a weighted average current interest rate in effect as of September 30, 2025.
(3)The total principal amount is presented for debt investments while the number of shares or units owned is presented for equity investments.
(4)The fair values of investments were valued using significant unobservable inputs, unless noted otherwise. See Note 6. The fair value of loan investments may include the impact of the unfunded commitment being valued below par.
(5)The negative fair value is the result of the capitalized discount on the loan or the unfunded commitment being valued below par. The negative amortized cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan.
(6)The entire commitment was unfunded as of September 30, 2025. As such, no interest is being earned on this investment. The investment could be subject to an unused facility fee.
(7)Investment was on non-accrual status as of September 30, 2025, meaning that the Company has ceased recognizing interest or non-cash dividend income on the investment.
(8)The investment is treated as a non-qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company cannot acquire any non-qualifying asset unless, at the time the acquisition is made, qualifying assets represent at least 70% of the Company's total assets. As of September 30, 2025, total non-qualifying assets at fair value represented 13.3% of the Company's total assets calculated in accordance with the 1940 Act.
(9)Investment is denominated in foreign currency and is translated into U.S. dollars as of the valuation date or the date of the transaction. See Note 2.
(10)The headquarters of this portfolio company is located in the United Kingdom.
(11)The headquarters of this portfolio company is located in Australia.
(12)The headquarters of this portfolio company is located in Canada.
(13)The headquarters of this portfolio company is located in Luxembourg.
(14)The headquarters of this portfolio company is located in Netherlands.
(15)The headquarters of this portfolio company is located in Israel.
(16)The headquarters of this portfolio company is located in Finland.
(17)The headquarters of this portfolio company is located in Sweden.
(18)The headquarters of this portfolio company is located in Denmark.
(19)The headquarters of this portfolio company is located in Germany.
(20)The headquarters of this portfolio company is located in France.
(21)The headquarters of this portfolio company is located in Jersey.
(22)The headquarters of this portfolio company is located in Spain.
Consolidated Schedule of Investments - (continued)
September 30, 2025
(Dollar and share amounts in thousands)
(23)Equity investments are non-income producing securities unless otherwise noted.
(24)Ownership of certain equity investments occurs through a holding company or partnership.
(25)The Company holds an equity investment that is income producing.
(26)All or a portion of the loan interest was capitalized into the outstanding principal balance of the loan in accordance with the terms of the credit agreement during the year ended September 30, 2025.
(27)The fair value of the loan reflects the legal claim on par and accrued uncapitalized payment-in-kind (“PIK”) interest.
(28)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of the portfolio company as the Company owns five percent or more of the portfolio company's voting securities (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the year ended September 30, 2025 were as follows:
Portfolio Company
Fair value as of September 30, 2024
Gross additions(a)
Gross reductions(b)
Net change in unrealized appreciation (depreciation)
Net realized gain (loss)
Fair value as of September 30, 2025
Interest, dividend and fee income
Abita Brewing Co. LLC
$
6,000
$
11,690
$
(9,725)
$
(2,749)
$
—
$
5,216
$
114
Bayside Opco, LLC
29,127
1,165
(156)
3,850
—
33,986
3,263
Benetech, Inc.
1,793
—
(189)
485
—
2,089
8
Chestnut Optical Midco, Inc.(c)
93,864
3,717
—
4,371
—
101,952
3,440
Elite Dental Partners LLC
11,696
1,145
—
(2,149)
—
10,692
223
Fleet Farm Group LLC
—
32,523
—
720
—
33,243
416
G & H Wire Company, Inc.
—
6,657
—
(587)
—
6,070
251
IMPLUS Footcare, LLC
—
23,769
—
—
—
23,769
238
Opening Day Borrower 111 LLC
24,936
12,900
(8,225)
(6,375)
—
23,236
303
Reaction Biology Corporation
—
10,426
(1,684)
(1,483)
—
7,259
182
SPF Borrower LLC
36,653
620
(328)
524
—
37,469
2,994
Switchfly LLC
7,313
2,547
(1,427)
349
—
8,782
26
Total Non-Controlled Affiliates
$
211,382
$
107,159
$
(21,734)
$
(3,044)
$
—
$
293,763
$
11,458
(a)
Gross additions could include increases in the cost basis of investments resulting from new investments, amounts related to PIK interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this affiliated category from a different category.
(b)
Gross reductions could include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, the amortization of premiums, the reversal of capitalized PIK for non-accrual positions and the exchange of one or more existing securities for one or more new securities.
(c)
Formerly known as Imperial Optical Midco Inc.
(29)As defined in the 1940 Act, the Company is deemed to be both an “affiliated person” of and “control” this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement) (“controlled affiliate”). Transactions related to investments in controlled affiliates for the year ended September 30, 2025 were as follows:
Portfolio Company
Fair value as of September 30, 2024
Gross additions(a)
Gross reductions(b)
Net change in unrealized appreciation (depreciation)
Net realized gain (loss)
Fair value as of September 30, 2025
Interest, dividend and fee income
MMan Acquisition Co.
$
12,205
$
490
$
—
$
(833)
$
—
$
11,862
$
510
Total Controlled Affiliates
$
12,205
$
490
$
—
$
(833)
$
—
$
11,862
$
510
(a)
Gross additions could include increases in the cost basis of investments resulting from new investments, amounts related to PIK interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement of an existing portfolio company into this affiliated category from a different category.
(b)
Gross reductions could include decreases in the cost basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the reversal of capitalized PIK for non-accrual positions and the exchange of one or more existing securities for one or more new securities.
(30)The rate shown is the annualized seven-day yield as of September 30, 2025.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 1. Organization
Golub Capital BDC, Inc. (“GBDC” and, collectively with its consolidated subsidiaries, the “Company”) is an externally managed, closed-end, non-diversified management investment company. GBDC has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for U.S. federal income tax purposes, GBDC has elected to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).
The Company’s investment strategy is to invest primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies that are, in most cases, sponsored by private equity firms. The Company also selectively invests in second lien and subordinated (a loan that ranks senior only to a borrower’s equity securities and ranks junior to all of such borrower’s other indebtedness in priority of payment) loans of, and warrants and minority equity securities in, U.S. middle-market companies. The Company has entered into the Fifth Amended and Restated Investment Advisory Agreement effective as of June 3, 2024 (the “Investment Advisory Agreement” or “Post-GBDC 3 Merger Advisory Agreement”) with GC Advisors LLC (the “Investment Adviser”), under which the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, the Company. Under an administration agreement (the “Administration Agreement”) the Company is provided with certain services by an administrator (the “Administrator”), which is currently Golub Capital LLC.
On September 16, 2019, the Company completed its acquisition of Golub Capital Investment Corporation (“GCIC”), a Maryland corporation (the “GCIC Merger”), pursuant to that certain Agreement and Plan of Merger (as amended, the “GCIC Merger Agreement”), dated as of November 27, 2018, by and among the Company, GCIC, Fifth Ave Subsidiary Inc., a Maryland corporation and wholly owned subsidiary of the Company (“GCIC Merger Sub”), the Investment Adviser, and, for certain limited purposes, the Administrator.
On June 3, 2024, the Company completed its acquisition of Golub Capital BDC 3, Inc. (“GBDC 3”), a Maryland corporation (the “GBDC 3 Merger”), pursuant to that certain Agreement and Plan of Merger (as amended, the “GBDC 3 Merger Agreement”), dated as of January 16, 2024, by and among the Company, GBDC 3, Park Avenue Subsidiary Inc., a Maryland corporation and wholly owned subsidiary of the Company (“GBDC 3 Merger Sub”), the Investment Adviser, and, for certain limited purposes, the Administrator.
Note 2. Significant Accounting Policies and Recent Accounting Updates
Basis of presentation:The Company is an investment company as defined in the accounting and reporting guidance under Accounting Standards Codification (“ASC”) Topic 946 — Financial Services — Investment Companies (“ASC Topic 946”).
The accompanying unaudited interim consolidated financial statements of the Company and related financial information have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as established by the Financial Accounting Standards Board (“FASB”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Articles 6, 10 and 12 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. In the opinion of management, the consolidated financial statements reflect all adjustments and reclassifications consisting solely of normal accruals that are necessary for the fair presentation of financial results as of and for the periods presented. All intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. The unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto in the Company’s Form 10-K for the year ended September 30, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”).
Fair value of financial instruments:The Company applies fair value to all of its financial instruments in accordance with ASC Topic 820 — Fair Value Measurement (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework used to measure fair value and requires disclosures for fair value measurements. On August 2, 2024, the Company’s board of directors (the “Board”) designated the Investment Adviser as the Company’s valuation designee (“Valuation Designee”) in accordance with Rule 2a-5 under the 1940 Act. As of such date, the Valuation Designee is responsible for determining the fair value of the Company’s portfolio investments,
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
subject to oversight of the Board. In accordance with ASC Topic 820, the Valuation Designee has categorized the Company’s financial instruments carried at fair value, based on the priority of the valuation technique, into a three-level fair value hierarchy. Fair value is a market-based measure considered from the perspective of the market participant who holds the financial instrument rather than an entity-specific measure. Therefore, when market assumptions are not readily available, the Investment Adviser’s own assumptions are set to reflect those that management believes market participants would use in pricing the financial instrument at the measurement date.
The availability of observable inputs can vary depending on the financial instrument and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new, whether the product is traded on an active exchange or in the secondary market and the current market conditions. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Valuation Designee in determining fair value is greatest for financial instruments classified as Level 3.
Any changes to the valuation methodology are reviewed by management and the Board to confirm that the changes are appropriate. As markets change, new products develop and the pricing for products becomes more or less transparent, the Valuation Designee will continue to refine its valuation methodologies. See further description of fair value methodology in Note 6.
Use of estimates:The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Consolidation:As provided under Regulation S-X and ASC Topic 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company.Accordingly, the Company consolidated the results of the Company’s wholly-owned subsidiaries listed in the table below in its consolidated financial statements:
Entity Name
Abbreviation
Golub Capital BDC CLO III Depositor LLC1
(“2018 CLO Depositor”)1
Golub Capital BDC CLO III LLC2
(“2018 Issuer”)2
Golub Capital BDC Holdings, LLC
(“BDC Holdings”)
GCIC Holdings LLC
(“GCIC Holdings”)
GCIC CLO II Depositor LLC 3
(“GCIC 2018 CLO Depositor”)3
GCIC CLO II LLC4
(“GCIC 2018 Issuer”)4
Golub Capital BDC CLO 8 Depositor LLC3
("BDC CLO 8 Depositor")3
Golub Capital BDC CLO 8 LLC4
(“2024 Issuer”)4
GCIC Funding LLC5
(“GCIC Funding”)5
GBDC Holdings Coinvest, Inc.6
GBDC Holdings ED Coinvest, Inc.
GCIC North Haven Stack Buyer Coinvest, Inc.7
GCIC Quick Quack Coinvest LLC5
GBDC Quick Quack Coinvest LLC5
Golub Capital 3 Holdings LLC
(“GBDC 3 Holdings”)
GBDC 3 Funding LLC 8 9
(“GBDC 3 Funding”)8 9
Golub Capital BDC 3 CLO 1 Depositor LLC1
(“GBDC 3 2021 CLO Depositor”)1
Golub Capital BDC 3 CLO 1 LLC2
(“GBDC 3 2021 Issuer”)2
Golub Capital BDC 3 ABS 2022-1 Depositor LLC
(“GBDC 3 2022 ABS 2022-1 Depositor”)
Golub Capital BDC 3 ABS 2022-1 LLC9
(“GBDC 3 2022 Issuer”)9
Golub Capital BDC 3 CLO 2 Depositor LLC
(“GBDC 3 2022 CLO 2 Depositor”)
Golub Capital BDC 3 CLO 2 LLC8
(“GBDC 3 2022-2 Issuer”)8
GBDC 3 Holdings Coinvest, Inc.6
GBDC 3 Quick Quack Coinvest LLC5
1.Prior to April 22, 2025, the date of each entity’s dissolution.
2.Prior to November 18, 2024, the date of each entity’s dissolution.
3.GCIC CLO II Depositor LLC (“GCIC 2018 CLO Depositor”) was renamed to Golub Capital BDC CLO 8 Depositor LLC (“BDC CLO 8 Depositor”) effective November 18, 2024.
4.GCIC CLO II LLC (“GCIC 2018 Issuer”) was renamed to Golub Capital BDC CLO 8 LLC (“2024 Issuer”) effective November 18, 2024.
5.Prior to April 30, 2025, the date of each entity’s dissolution.
6.GBDC 3 Holdings Coinvest, Inc. merged into GBDC Holdings Coinvest, Inc. effective September 1, 2025.
7.Prior to December 31, 2025, the date of the entity’s dissolution.
8.Golub Capital BDC 3 CLO 2 LLC (“GBDC 3 2022-2 Issuer”) merged into GBDC 3 Funding LLC (“GBDC 3 Funding”) effective May 19, 2025.
9.Golub Capital BDC 3 ABS 2022-1 LLC (“GBDC 3 2022 Issuer”) merged into GBDC 3 Funding LLC (“GBDC 3 Funding”) effective August 21, 2025.
Assets related to transactions that do not meet ASC Topic 860 requirements for accounting sale treatment are reflected in the Company’s Consolidated Statements of Financial Condition as investments. Those assets are owned by special purpose entities, including BDC Holdings, Funding II, GCIC Holdings, GBDC 3 Holdings, GBDC 3
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Funding, 2024 Issuer and, prior to November 18, 2024, GCIC 2018 Issuer, 2018 Issuer and GBDC 3 2021 Issuer, GCIC Funding (prior to April 30, 2025), GBDC 3 2022-2 Issuer (prior to May 19, 2025), and GBDC 3 2022 Issuer (prior to August 21, 2025) that are consolidated in the Company’s consolidated financial statements. The creditors of the special purpose entities have received security interests in such assets and such assets are not intended to be available to the creditors of GBDC (or any affiliate of GBDC).
Cash, cash equivalents and foreign currencies: Cash, cash equivalents and foreign currencies are highly liquid investments with an original maturity of three months or less at the date of acquisition. The Company deposits its cash in financial institutions and, at times, such balances exceed the Federal Deposit Insurance Corporation insurance limits.
Restricted cash, restricted cash equivalents and restricted foreign currencies:Restricted cash, restricted cash equivalents and restricted foreign currencies include amounts that are collected and are held by trustees who have been appointed as custodians of the assets securing certain of the Company’s financing transactions. Restricted cash, restricted cash equivalents and restricted foreign currencies are held by the trustees for payment of interest expense and principal on the outstanding borrowings or reinvestment into new assets.
Foreign currency translation: The Company’s books and records are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars. Non-U.S. dollar transactions during the period are valued at the prevailing spot rates on the applicable transaction date and the related assets and liabilities are revalued at the prevailing spot rates as of period-end.
Net assets and fair values are presented based on the applicable foreign exchange rates and fluctuations arising from the translation of assets and liabilities are included within the net change in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Foreign security and currency transactions involve certain considerations and risks not typically associated with investing in U.S. companies. These risks include, but are not limited to, currency fluctuations and revaluations and future adverse political, social and economic developments, which could cause investments in foreign markets to be less liquid and prices more volatile than those of comparable U.S. companies or U.S. government securities.
Derivative instruments:
The Company follows the guidance in ASC Topic 815 - Derivatives and Hedging (“ASC Topic 815”), when accounting for derivative instruments.
Forward currency contracts:A forward currency contract is an obligation between two parties to purchase or sell a specific currency for an agreed-upon price at a future date. The Company utilized forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated investments. The use of forward currency contracts does not eliminate fluctuations in the price of the underlying securities the Company owns or intends to acquire but establishes a rate of exchange in advance. Fluctuations in the value of these contracts are measured by the difference in the exchange rates on the contract date and reporting date and are recorded as unrealized appreciation (depreciation) until the contracts are closed. When the contracts are closed, realized gains (losses) are recorded. Realized gains (losses) and unrealized appreciation (depreciation) on the forward currency contracts are included in the Consolidated Statements of Operations. Unrealized appreciation (depreciation) on forward currency contracts is recorded on the Consolidated Statements of Financial Condition as a component of “Net unrealized appreciation on derivatives” or “Net unrealized depreciation on derivatives” by counterparty on a net basis across all derivative instruments, not taking into account collateral posted, which is recorded separately, if applicable.
The primary risks associated with forward currency contracts include failure of the counterparty to meet the terms of the contract and the value of the foreign currency changing unfavorably. These risks can exceed the amounts reflected in the Consolidated Statements of Financial Condition.
Refer to Note 5 for more information regarding the forward currency contracts.
Interest rate swaps:The Company designated interest rate swaps as the hedging instrument in qualifying fair value hedge accounting relationships, and as a result, the change in fair value of the hedging instruments and hedged items
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
are recorded in interest expense and recognized as components of “Interest and other debt financing expenses” in the Company’s Consolidated Statements of Operations. The fair value of the interest rate swaps is recorded on the Consolidated Statements of Financial Condition as a component of “Net unrealized appreciation on derivatives” or “Net unrealized depreciation on derivatives” by counterparty on a net basis across all derivative instruments, not taking into account collateral posted which is recorded separately, if applicable.
Refer to Note 5 for more information regarding the interest rate swaps.
Revenue recognition:
Investments and related investment income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments.
Original issue discount, market discount or premium and certain loan origination or amendment fees that are deemed to be an adjustment to yield (“Loan Origination Fees”) are capitalized and the Company accretes or amortizes such amounts over the life of the loan as interest income (“Discount Amortization”). For the three months ended December 31, 2025 and 2024, the Company received Loan Origination Fees that were capitalized of $3,520 and $12,759, respectively. For the three months ended December 31, 2025 and 2024, interest income included $6,544 and $6,255, respectively, of Discount Amortization.
For investments with contractual payment-in-kind (“PIK”) interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, the Company will not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not collectible. For the three months ended December 31, 2025 and 2024, investment income included $14,519 and $11,016, respectively, of PIK interest and the Company capitalized PIK interest of $14,157 and $13,211, respectively, into the principal balance of certain debt investments.
In addition, the Company generates revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, consulting fees, administrative agent fees, and prepayment premiums on loans. The Company records these fees that are not deemed to be an adjustment to yield as fee income when earned. For the three months ended December 31, 2025 and 2024, fee income included $565 and $94 from non-recurring prepayment premiums, respectively.
For the three months ended December 31, 2025 and 2024, the Company received interest and fee income in cash, which excludes capitalized loan origination fees, in the amounts of $177,396 and $201,367, respectively.
Dividend income on equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. The Company has certain preferred equity securities in the portfolio that contain a PIK dividend provision that are accrued and recorded as income at the contractual rates, if deemed collectible. The accrued PIK and non-cash dividends are capitalized to the cost basis of the preferred equity security and are generally collected when redeemed by the issuer.
For the three months ended December 31, 2025 and 2024, the Company recognized PIK and non-cash dividend income of $7,034 and $7,264, respectively, which were capitalized into the cost basis of certain preferred equity investments. For the three months ended December 31, 2025 the Company received no cash payments of accrued and capitalized preferred dividends. For the three months ended December 31, 2024 the Company received $1,824 of cash payments of accrued and capitalized preferred dividends.
Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Each distribution received from limited liability company (“LLC”) and limited partnership (“LP”) investments is evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, the Company will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
For the three months ended December 31, 2025 and 2024, the Company recorded dividend income received in cash of $585 and $1,223, respectively, and return of capital distributions received in cash of $92 and $235, respectively.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Investment transactions are accounted for on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the amortized cost basis of investment, without regard to unrealized gains or losses previously recognized. The Company reports current period changes in fair value of investments that are measured at fair value as a component of the Net change in unrealized appreciation (depreciation) on investment transactions in the Consolidated Statements of Operations.
Non-accrual investments:A loan can be left on accrual status while the Company is pursuing repayment of the loan. Management reviews all loans that become 90 days or more past due on principal and interest, or when there is reasonable doubt that principal or interest will be collected, for possible placement on non-accrual status. When a loan is placed on non-accrual status, unpaid interest credited to income is reversed. Additionally, any capitalized Loan Origination Fees are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans are recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans are restored to accrual status when past due principal and interest is paid and, in management’s judgment, payments are likely to remain current. The total fair value of non-accrual loans was $52,788 and $27,321 as of December 31, 2025 and September 30, 2025, respectively.
Management reviews all preferred equity securities accruing contractual PIK dividend income to determine if there is reasonable doubt that amortized cost or capitalized PIK and non-cash dividend income will be collected for possible placement on non-accrual status. When a preferred equity security is placed on non-accrual status, the contractual PIK dividend provision is no longer accrued to dividend income as of the date the preferred equity security is placed on non-accrual status. As of December 31, 2025, there were three preferred equity securities on non-accrual status with a fair value of $15,095. As of September 30, 2025, there was one preferred equity security on non-accrual status with a fair value of $0.
Asset Acquisition: Pursuant to the GCIC Merger Agreement, the GCIC Merger Sub was first merged with and into GCIC, with GCIC as the surviving company, and, immediately following this initial merger, GCIC was then merged with and into the Company, with the Company as the surviving company. Pursuant to the GBDC 3 Merger Agreement, the GBDC 3 Merger Sub was first merged with and into GBDC 3, with GBDC 3 as the surviving company and, immediately following this initial merger, GBDC 3 was then merged with and into the Company, with the Company as the surviving company. The GCIC Merger and the GBDC 3 Merger were accounted for under the asset acquisition method of accounting in accordance with ASC 805 — Business Combinations— Related Issues (“ASC Topic 805”), also referred to as “asset acquisition.” Under the asset acquisition method of accounting, acquiring assets in groups not only requires ascertaining the cost of the asset (or net assets), but also allocating that cost to the individual assets (or individual assets and liabilities) that make up the group. Per ASC Topic 805, assets are recognized based on their cost to the acquiring entity, which generally includes transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value of non-cash assets given as consideration differs from the assets carrying amounts on the acquiring entity’s books.
The cost of the group of assets acquired in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on the relative fair values of net identifiable assets acquired other than “non-qualifying” assets (for example cash) and does not give rise to goodwill. To the extent that the consideration paid to GCIC or GBDC 3’s stockholders exceeded the relative fair values of the net identifiable assets of GCIC or GBDC 3 acquired other than “non-qualifying” assets, any such premium paid by the Company was further allocated to the cost of the GCIC or GBDC 3 assets acquired by the Company pro-rata to their relative fair value, other than “non-qualifying” assets. As both GCIC and GBDC 3 did not have any “qualifying” assets at the time of acquisition, the premium was allocated to “non-qualifying” assets, which are GCIC and GBDC 3’s investments in loans and equity securities, including its investment in GCIC SLF. Immediately following the acquisitions of GCIC and GBDC 3, the Company recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC and GBDC 3 assets acquired were immediately recognized as unrealized depreciation on the Company's Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities will amortize over the life of the loans through interest income, with a corresponding reversal of the unrealized depreciation on the loans acquired from GCIC and GBDC 3 through their ultimate disposition. Amortization expense of purchase premium for the three months ended December 31, 2025 and 2024 was $3,168 and $5,686, respectively. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the equity securities acquired from GCIC or GBDC 3 and disposition of such equity securities at fair value, the Company will
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the equity securities acquired from GCIC or GBDC 3.
Income taxes:The Company has elected to be treated as a RIC under Subchapter M of the Code and operates in a manner so as to qualify for the tax treatment applicable to RICs. In order to qualify and be subject to tax as a RIC, among other things, the Company is required to meet certain source of income and asset diversification requirements and timely distribute dividends for U.S. federal income tax purposes to its stockholders of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. The Company has made, and intends to continue to make, the requisite distributions to its stockholders, which will generally relieve the Company from U.S. federal income taxes with respect to all income distributed to its stockholders.
Depending on the level of taxable income earned in a tax year, the Company can determine to retain taxable income in excess of current year dividend distributions and distribute such taxable income in the next tax year. The Company could then be required to incur a 4% excise tax on such income. To the extent that the Company determines that its estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend distributions, the Company accrues excise tax, if any, on estimated excess taxable income as taxable income is earned. For the three months ended December 31, 2025, no U.S. federal excise tax was recorded. For the three months ended December 31, 2024, the Company recorded a reversal of the accrual for U.S. federal excise tax expense of $475.
The Company accounts for income taxes in conformity with ASC Topic 740 — Income Taxes (“ASC Topic 740”). ASC Topic 740 provides guidelines for how uncertain tax positions should be recognized, measured, presented and disclosed in the consolidated financial statements. ASC Topic 740 requires the evaluation of tax positions taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense or tax benefit in the current year. It is the Company’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income tax expense. There were no material unrecognized tax benefits or unrecognized tax liabilities related to uncertain income tax positions through December 31, 2025. The Company’s tax returns for the 2022 through 2024 tax years remain subject to examination by U.S. federal and most state tax authorities.
Certain of the Company's consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. Income tax expense, if any, is included under the income category for which it applies in the Consolidated Statements of Operations. For the three months ended December 31, 2025 and 2024, the Company did not record any U.S. income tax expense.
Dividends and distributions:Dividends and distributions to common stockholders are recorded on the ex-dividend date. The amount to be paid out as a dividend or distribution is determined by the Board each quarter and is generally based upon the earnings estimated by management. Net realized capital gains, if any, are distributed at least annually, although the Company can retain such capital gains for investment in its discretion.
The Company has adopted a dividend reinvestment plan (“DRIP”) that provides for reinvestment of any distributions the Company declares in cash on behalf of its stockholders, unless a stockholder elects to receive cash. As a result, if the Board authorizes and the Company declares a cash distribution, then stockholders who participate in the DRIP will have their cash distribution reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares under the guidelines of the DRIP if the Company’s shares are trading at a premium to net asset value. The Company can purchase shares in the open market in connection with the obligations under the plan, and in particular, if the Company’s shares are trading at a significant discount to net asset value (“NAV”) and the Company is otherwise permitted under applicable law to purchase such shares, the Company intends to purchase shares in the open market in connection with any obligations under the DRIP.
In the event the market price per share of the Company’s common stock on the date of a distribution exceeds the most recently computed NAV per share of the common stock, the Company will issue shares of common stock to participants in the DRIP at the greater of the most recently computed NAV per share of common stock or 95% of the
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
current market price per share of common stock (or such lesser discount to the current market price per share that still exceeds the most recently computed NAV per share of common stock).
Share repurchase plan:The Company has a share repurchase program (the “Program”) which allows the Company to repurchase the Company’s outstanding common stock on the open market at prices below the Company’s NAV as reported in its most recently published consolidated financial statements. The Board re-approved the Program in August 2025 and the Program is implemented at the discretion of management. Shares can be purchased from time to time at prevailing market prices, through open market transactions, including block transactions. The Program permits repurchases up to $150,000 of the Company's common stock. Refer to Note 11 for more information on the share repurchases under the Program.
Equity Distribution Agreement: On October 6, 2023, the Company entered into an equity distribution agreement, which was most recently amended on May 16, 2025 (the “2023 Equity Distribution Agreement”), by and among the Company, the Investment Adviser, the Administrator, and Keefe, Bruyette & Woods, Inc. and Regions Securities LLC (the “Placement Agents”), in connection with the sale by the Company of shares of its common stock, having an aggregate offering price of up to $288,043, in an “at the market offering,” in amounts and at times to be determined by the Company. Through December 31, 2025, the Company has issued 2,408,940 of shares of its common stock for net proceeds to the Company of $38,043 under the 2023 Equity Distribution Agreement. Actual sales, if any, will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions and the market price of the Company’s common stock. The 2023 Equity Distribution Agreement provides that the Company can offer and sell shares of its common stock from time to time through, or to, the Placement Agents. Sales of the shares can be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Global Select Market or any similar securities exchange or sales made to or through a market maker other than on a securities exchange, at prices related to the prevailing market prices or at negotiated prices. Pursuant to the terms of the 2023 Equity Distribution Agreement, the Placement Agents receive a commission from the Company of up to 1.50% of the gross sales price of any shares sold through the Placement Agents under the 2023 Equity Distribution Agreement. Offering costs for the 2023 Equity Distribution Agreement are charged against the proceeds from equity offerings when proceeds are received. During the three months ended December 31, 2025 and December 31, 2024, the Company did not issue any shares of common stock under the 2023 Equity Distribution Agreement.
Deferred debt issuance costs:Deferred debt issuance costs represent fees and other direct incremental costs incurred in connection with the Company’s borrowings. As of December 31, 2025 and September 30, 2025, the Company had deferred debt issuance costs of $23,849 and $26,005, respectively.
These amounts are amortized and included in interest expense and other debt financing expenses in the Consolidated Statements of Operations over the estimated average life of the borrowings. Amortization expense for deferred debt issuance costs for the three months ended December 31, 2025 and 2024 was $2,607 and $2,645, respectively.
Deferred offering costs: Deferred offering costs consist of fees paid in relation to legal, accounting, regulatory and printing work completed in preparation of equity offerings. Deferred offering costs are charged against the proceeds from equity offerings when received. These amounts are included in other assets on the Consolidated Statements of Financial Condition.
Segment reporting: In accordance with ASC Topic 280 - Segment Reporting (“ASC Topic 280”), the Company has determined that it has a single operating and reporting segment. As a result, the Company’s segment accounting policies are the same as described herein and the Company does not have any intra-segment sales and transfers of assets.
The Company operates through a single operating and reporting segment with an investment objective to generate both current income and, to a lesser extent, capital appreciation through debt and equity investments. The chief operating decision maker (the “CODM”) is comprised of the senior executive committee that, as of December 31, 2025, includes the Company’s chief executive officer and chief financial officer and assesses the performance and makes operating decisions of the Company on a consolidated basis primarily based on the Company’s net increase (decrease) in net assets resulting from operations (“net income”). In addition to numerous other factors and metrics, the CODM utilizes net income as a key metric in evaluating the Company’s distribution policy. Performance metrics
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
are provided to the CODM on a quarterly basis and are utilized to evaluate performance generated from segment net assets. As the Company’s operations comprise of a single reporting segment, the segment assets are reflected on the accompanying consolidated balance sheet as “total assets” and the significant segment expenses are listed on the accompanying consolidated statement of operations. The Company has elected to early adopt ASC Topic 280 as of March 31, 2025.
Recent Accounting Updates: In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU No. 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU No. 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company does not expect this update to have a material effect on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). ASU No. 2024-03 requires disaggregated disclosure of certain costs and expenses, including purchase of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU 2024-03 is effective for annual years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption and retrospective application are permitted. The Company is currently evaluating the impact of adopting ASU No. 2024-03.
Note 3. Related Party Transactions
Investment Advisory Agreement: Under the Investment Advisory Agreement, the Investment Adviser manages the day-to-day operations of, and provides investment advisory services to, GBDC. The Board most recently re-approved the Investment Advisory Agreement in May 2025. The Investment Adviser is a registered investment adviser with the U.S. Securities and Exchange Commission (the “SEC”). The Investment Adviser receives fees for providing services, consisting of two components, a base management fee and an Incentive Fee (as defined below).
The base management fee is calculated at an annual rate equal to 1.0% (or 1.375% for periods ending on or before June 30, 2023) of the fair value of the average adjusted gross assets of the Company at the end of the two most recently completed calendar quarters (including assets purchased with borrowed funds and securitization-related assets, leverage, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit for such derivative instruments with custodian but adjusted to exclude cash, cash equivalents, restricted cash and restricted cash equivalents so that investors do not pay the base management fee on such assets) and is payable quarterly in arrears. Additionally, the Investment Adviser voluntarily excludes any assets funded with secured borrowing proceeds from the base management fee calculation. The base management fee is adjusted, based on the actual number of days elapsed relative to the total number of days in such calendar quarter, for any share issuances or repurchases during such calendar quarter. For purposes of the Investment Advisory Agreement, cash equivalents mean U.S. government securities and commercial paper instruments maturing within 270 days of purchase (which is different than the GAAP definition, which defines cash equivalents as U.S. government securities and commercial paper instruments maturing within 90 days of purchase). To the extent that the Investment Adviser or any of its affiliates provides investment advisory, collateral management or other similar services to a subsidiary of the Company, the base management fee will be reduced by an amount equal to the product of (1) the total fees paid to the Investment Adviser by such subsidiary for such services and (2) the percentage of such subsidiary’s total equity, including membership interests and any class of notes not exclusively held by one or more third parties, that is owned, directly or indirectly, by the Company.
The Investment Adviser served as collateral manager under the 2018 Collateral Management Agreement (as described in Note 7), the GCIC 2018 Collateral Management Agreement (as described in Note 7), the 2021 Collateral Management Agreement (as described in Note 7), the 2022 Collateral Management Agreement (as described in Note 7), and the 2022-2 Collateral Management Agreement (as described in Note 7), prior to their redemption, and serves as the collateral manager under the 2024 Collateral Management Agreement (as described in Note 7). Fees payable to the Investment Adviser for providing these services are offset against the base management fee payable by the Company under the Investment Advisory Agreement.
The base management fee incurred for the three months ended December 31, 2025 and 2024 was $22,115 and $21,581, respectively.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The Company has structured the calculation of the Incentive Fee to include a fee limitation such that an Incentive Fee for any quarter can only be paid to the Investment Adviser if, after such payment, the cumulative Incentive Fees paid to the Investment Adviser, calculated on a per share basis, since April 13, 2010, the effective date of the Company’s election to become a BDC, would be less than or equal to 15.0% of the Company’s Cumulative Pre-Incentive Fee Net Income Per Share (as defined below).
The Company accomplishes this limitation by subjecting each quarterly Incentive Fee payable under the Income and Capital Gain Incentive Fee Calculation (as defined below) to a cap (the “Incentive Fee Cap”). Under the Investment Advisory Agreement, the Incentive Fee Cap in any quarter is equal to the difference between (a) 15.0% of Cumulative Pre-Incentive Fee Net Income Per Share (as defined below) and (b) Cumulative Incentive Fees Paid Per Share (as defined below). To the extent the Incentive Fee Cap is zero or a negative value in any quarter, no Incentive Fee would be payable in that quarter. If, for any relevant period, the Incentive Fee Cap calculation results in the Company paying less than the amount of the Incentive Fee calculated above, then the difference between the Incentive Fee and the Incentive Fee Cap will not be paid by GBDC and will not be received by the Investment Adviser as an Incentive Fee either at the end of such relevant period or at the end of any future period. “Cumulative Pre-Incentive Fee Net Income Per Share” equals the sum of “Pre-Incentive Fee Net Income Per Share” (as defined below) for each quarterly period since April 13, 2010. “Pre-Incentive Fee Net Income Per Share” equals the sum of (i) Pre-Incentive Fee Net Investment Income (as defined below) and (ii) Adjusted Capital Returns for the applicable period, divided by (b) the weighted average number of shares of GBDC common stock outstanding during such period. “Adjusted Capital Returns” for any period is the sum of the realized aggregate capital gains, realized aggregate capital losses, aggregate unrealized capital depreciation and aggregate unrealized capital appreciation for such period; provided that the calculation of realized aggregate capital gains, realized aggregate capital losses, aggregate unrealized capital depreciation and aggregate unrealized capital appreciation shall not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation resulting solely from the asset acquisition for any premium or discount paid for the acquisition of assets in a merger. “Cumulative Incentive Fees Paid Per Share” is equal to the sum of Incentive Fees Paid Per Share since April 13, 2010. “Incentive Fees Paid Per Share” for any period is equal to the Incentive Fees accrued and/or payable to the Company for such period, divided by the weighted average number of shares of common stock of GBDC during such period.
“Pre-Incentive Fee Net Investment Income” means interest income, dividend income and any other income (including any other fees such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies but excluding fees for providing managerial assistance) accrued during the calendar quarter, minus operating expenses for the calendar quarter (including the base management fee, taxes, any expenses payable under the Investment Advisory Agreement and the Administration Agreement, any expenses of securitizations and any interest expense and dividends paid on any outstanding preferred stock, but excluding the Incentive Fee). Pre-Incentive Fee Net Investment Income includes, in the case of investments with a deferred interest feature such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends and zero coupon securities, accrued income that the Company has not yet received in cash.
Incentive Fees are calculated and payable quarterly in arrears (or, upon termination of the Investment Advisory Agreement, as of the termination date).
The income and capital gains incentive fee calculation (the “Income and Capital Gain Incentive Fee Calculation”) has two parts, the income component (the “Income Incentive Fee”) and the capital gains component (the “Capital Gain Incentive Fee” and, together with the Income Incentive Fee, the “Incentive Fee”). The Income Incentive Fee is calculated quarterly in arrears based on the Company’s Pre-Incentive Fee Net Investment Income for the immediately preceding calendar quarter.
For the three months ended December 31, 2025 and 2024, the Income Incentive Fee incurred was $17,457 and $18,058, respectively.
The Investment Advisory Agreement excludes the impact of asset acquisition resulting from a merger, including each of the GCIC Merger and GBDC 3 Merger, from the calculation of income subject to the Income Incentive Fee and the calculation of the Incentive Fee Cap. As a result, under the Investment Advisory Agreement, Pre-Incentive Fee Net Investment Income does not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation or any amortization or accretion of any purchase premium or discount to interest income solely from the asset acquisition for any premium or discount paid for the acquisition of assets in a merger,
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
such as the premium to net asset value paid for the shares of GCIC and GBDC 3 common stock in the GCIC Merger and GBDC 3 Merger. Because of the structure of the Income Incentive Fee, it is possible that an Incentive Fee is calculated under this formula with respect to a period in which the Company has incurred a loss. For example, if the Company receives Pre-Incentive Fee Net Investment Income in excess of the hurdle rate (as defined below) for a calendar quarter, the Income Incentive Fee will result in a positive value and an Incentive Fee will be paid even if the Company has incurred a loss in such period due to realized and/or unrealized capital losses unless the payment of such Incentive Fee would cause the Company to pay Incentive Fees on a cumulative basis that exceed the Incentive Fee Cap.
Pre-Incentive Fee Net Investment Income, expressed as a rate of return on the value of the Company’s net assets (defined as total assets less indebtedness and before taking into account any Incentive Fees payable during the period) at the end of the immediately preceding calendar quarter, is compared to a fixed “hurdle rate” of 2.0% quarterly.
If market interest rates rise, it is possible that the Company will be able to invest funds in debt instruments that provide for a higher return, which would increase Pre-Incentive Fee Net Investment Income and make it easier for the Investment Adviser to surpass the fixed hurdle rate and receive an Incentive Fee based on such net investment income.
The Company’s Pre-Incentive Fee Net Investment Income used to calculate this part of the Incentive Fee is also included in the amount of the Company’s total assets (excluding cash and cash equivalents but including assets purchased with borrowed funds and securitization-related assets, unrealized depreciation or appreciation on derivative instruments and cash collateral on deposit with custodian) used to calculate the base management fee annual rate.
The Company calculated the Income Incentive Fee with respect to its Pre-Incentive Fee Net Investment Income quarterly, in arrears, as follows:
•Zero in any calendar quarter in which the Pre-Incentive Fee Net Investment Income does not exceed the hurdle rate;
•100% of the Company’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee Net Investment Income, if any, that exceeds the hurdle rate but is less than the percentage at which amounts payable to the Adviser equals 15.0% of the Company's Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply. This portion of the Company’s Pre-Incentive Fee Net Investment Income is referred to as the “catch-up” provision. The catch-up is meant to provide the Investment Adviser with 15.0% of the Pre-Incentive Fee Net Investment Income as if a hurdle rate did not apply; and
•15.0% of the amount of the Company’s Pre-Incentive Fee Net Investment Income, if any, that exceeds the catch-up provision in any calendar quarter.
The Capital Gain Incentive Fee equals (a) 15.0% of the Company’s Capital Gain Incentive Fee Base (as defined below), if any, calculated in arrears as of the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date), which commenced with the calendar year ending December 31, 2010, less (b) the aggregate amount of any previously paid Capital Gain Incentive Fees. The Company’s “Capital Gain Incentive Fee Base” equals (1) the sum of (A) realized capital gains, if any, on a cumulative positive basis from the date the Company elected to become a BDC through the end of each calendar year, (B) all realized capital losses on a cumulative basis and (C) all unrealized capital depreciation on a cumulative basis less (2) all unamortized deferred debt issuance costs, if and to the extent such costs exceed all unrealized capital appreciation on a cumulative basis.
•The cumulative aggregate realized capital losses are calculated as the sum of the amounts by which (a) the net sales price of each investment in the Company’s portfolio when sold is less than (b) the accreted or amortized cost basis of such investment.
•The cumulative aggregate realized capital gains are calculated as the sum of the differences, if positive, between (a) the net sales price of each investment in the Company’s portfolio when sold and (b) the accreted or amortized cost basis of such investment.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
•The aggregate unrealized capital depreciation is calculated as the sum of the differences, if negative, between (a) the valuation of each investment in the Company’s portfolio as of the applicable Capital Gain Incentive Fee calculation date and (b) the accreted or amortized cost basis of such investment.
Realized capital gains and losses include gains and losses on investments, foreign currencies, including gains and losses on borrowings in foreign currencies, derivative contracts and any income tax related to cumulative aggregate realized gains and losses.
For the three months ended December 31, 2025 and 2024, the Company did not accrue a Capital Gain Incentive Fee. As of December 31, 2025 and September 30, 2025, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement as described above. Any payment due for a Capital Gain Incentive Fee under the terms of the Investment Advisory Agreement is calculated in arrears at the end of each calendar year.
In accordance with GAAP, the Company also is required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee on a quarterly basis as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement, as applicable. If the Capital Gain Incentive Fee Base, adjusted as required by GAAP to include unrealized capital appreciation, is positive at the end of a period, then GAAP requires the Company to accrue a capital gain incentive fee equal to 15% of such amount, less the aggregate amount of the actual Capital Gain Incentive Fees paid and capital gain incentive fees accrued under GAAP in all prior periods. If such amount is negative, then there is no accrual for such period. The resulting accrual under GAAP in a given period results in additional expense if such cumulative amount is greater than in the prior period or a reversal of previously recorded expense if such cumulative amount is less than in the prior period. There can be no assurance that such unrealized capital appreciation will be realized in the future. For the three months ended December 31, 2025 and 2024, the Company did not accrue a capital gain incentive fee under GAAP. Changes in the accrual for the capital gain incentive fee under GAAP are included in incentive fee in the Consolidated Statements of Operations. As of December 31, 2025 and September 30, 2025, there was no cumulative accrual of capital gain incentive fees under GAAP included in accounts payable and other liabilities on the Consolidated Statements of Financial Condition.
Administration Agreement: Under the Administration Agreement, the Administrator furnishes the Company with office facilities and equipment, provides the Company with clerical, bookkeeping and record keeping services at such facilities and provides the Company with other administrative services as the Administrator, subject to review by the Board, determines necessary to conduct the Company’s day-to-day operations. The Company reimburses the Administrator the allocable portion of overhead and other expenses incurred by it in performing its obligations under the Administration Agreement, including rent, fees and expenses associated with performing compliance functions and the Company’s allocable portion of the cost of its chief financial officer and chief compliance officer and their respective staffs. The Board reviews such expenses to determine that these expenses, including any allocation of expenses among the Company and other entities for which the Administrator provides similar services, are reasonable and comparable to administrative services charged by unaffiliated third-party asset managers. Under the Administration Agreement, the Administrator also provides, on the Company’s behalf, managerial assistance to those portfolio companies to which the Company is required to provide such assistance and will be paid an additional amount based on the cost of the services provided, which amount shall not exceed the amount the Company receives from such portfolio companies.
Included in accounts payable and other liabilities is $3,180 and $3,022 as of December 31, 2025 and September 30, 2025, respectively, for accrued allocated shared services under the Administration Agreement.
Other related party transactions: The Administrator pays for certain unaffiliated third-party expenses incurred by the Company. Such expenses include postage, printing, office supplies, rating agency fees and professional fees. These expenses are not marked-up and represent the same amount the Company would have paid had the Company paid the expenses directly. These expenses are subsequently reimbursed in cash.
Total expenses reimbursed to the Administrator during the three months ended December 31, 2025 and 2024 were $2,527 and $2,658, respectively.
As of December 31, 2025 and September 30, 2025, included in accounts payable and other liabilities were $2,559 and $2,527, respectively, for expenses paid on behalf of the Company by the Administrator.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The Company is party to an unsecured revolving credit facility with the Investment Adviser (as amended, the “Adviser Revolver”) which, as of December 31, 2025 and September 30, 2025, permits the Company to borrow a maximum of $300,000 and expires on June 13, 2032. Refer to Note 7 for discussion of the Adviser Revolver.
Note 4. Investments
Investments as of December 31, 2025 and September 30, 2025 consisted of the following:
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables show the portfolio composition by geographic region at amortized cost and fair value as a percentage of total investments in portfolio companies. The geographic composition is determined by the location of the corporate headquarters of the portfolio company, which is not always indicative of the primary source of the portfolio company’s business.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The industry compositions of the portfolio at amortized cost and fair value as a percentage of total investments in portfolio companies as of December 31, 2025 and September 30, 2025 were as follows:
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 5. Derivatives
The Company enters into derivatives from time to time to help mitigate its foreign currency and interest rate risk exposures.
Forward Currency Contracts
The outstanding forward currency contracts as of December 31, 2025 and September 30, 2025 were as follows:
As of December 31, 2025
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized appreciation
Unrealized depreciation
Macquarie Bank Limited
€
3,900
EUR
4,371
USD
1/30/2026
$
—
$
(215)
Macquarie Bank Limited
£
21,900
GBP
27,811
USD
2/2/2026
—
(1,690)
Macquarie Bank Limited
€
35,000
EUR
39,008
USD
2/5/2026
—
(2,155)
Macquarie Bank Limited
A$
26,100
AUD
17,179
USD
2/5/2026
—
(241)
Macquarie Bank Limited
€
14,650
EUR
16,498
USD
5/12/2027
—
(986)
Macquarie Bank Limited
€
20,300
EUR
22,346
USD
5/27/2027
—
(1,866)
$
—
$
(7,153)
SMBC Capital Markets, Inc.
€
22,000
EUR
24,594
USD
1/20/2026
$
—
$
(1,263)
SMBC Capital Markets, Inc.
€
23,750
EUR
26,543
USD
1/20/2026
—
(1,369)
SMBC Capital Markets, Inc.
$
7,400
CAD
5,533
USD
2/2/2026
133
—
SMBC Capital Markets, Inc.
£
21,900
GBP
27,746
USD
2/5/2026
—
(1,754)
SMBC Capital Markets, Inc.
€
33,200
EUR
39,008
USD
5/27/2027
—
(703)
$
133
$
(5,089)
Wells Fargo Bank, N.A.
£
13,900
GBP
18,492
USD
10/28/2026
$
—
$
(211)
As of September 30, 2025
Counterparty
Currency to be sold
Currency to be purchased
Settlement date
Unrealized appreciation
Unrealized depreciation
Macquarie Bank Limited
€
3,900
EUR
4,371
USD
1/30/2026
$
—
$
(235)
Macquarie Bank Limited
£
21,900
GBP
27,811
USD
2/2/2026
—
(1,615)
Macquarie Bank Limited
€
35,000
EUR
39,008
USD
2/5/2026
—
(2,338)
Macquarie Bank Limited
A$
26,100
AUD
17,179
USD
2/5/2026
—
(109)
Macquarie Bank Limited
€
14,650
EUR
16,498
USD
5/12/2027
—
(1,079)
Macquarie Bank Limited
€
20,300
EUR
22,346
USD
5/27/2027
—
(1,990)
$
—
$
(7,366)
SMBC Capital Markets, Inc.
€
22,000
EUR
24,594
USD
1/20/2026
$
—
$
(1,367)
SMBC Capital Markets, Inc.
€
23,750
EUR
26,543
USD
1/20/2026
—
(1,483)
SMBC Capital Markets, Inc.
$
7,400
CAD
5,533
USD
2/2/2026
185
—
SMBC Capital Markets, Inc.
£
21,900
GBP
27,746
USD
2/5/2026
—
(1,672)
SMBC Capital Markets, Inc.
€
33,200
EUR
39,008
USD
5/27/2027
—
(910)
$
185
$
(5,432)
The impact of forward currency contracts not designated as an effective hedge accounting relationship for the three months ended December 31, 2025 and 2024 on the Consolidated Statements of Operations, including realized and unrealized gains (losses) is summarized in the table below:
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Realized gain (loss) on forward currency contracts recognized in income
Risk exposure category
Three months ended December 31,
2025
2024
Foreign exchange
$
—
$
1,206
Change in unrealized appreciation (depreciation) on forward currency contracts recognized in income
Risk exposure category
Three months ended December 31,
2025
2024
Foreign exchange
$
292
$
21,927
The following table is a summary of the average outstanding daily volume for forward currency contracts for the three months ended December 31, 2025 and 2024:
Average U.S. Dollar notional outstanding
Three months ended December 31,
2025
2024
Forward currency contracts
$
263,902
$
350,520
Interest Rate Swaps
In connection with the 2028 Notes and 2029 Notes (each as defined in Note 7), the Company entered into interest rate swap agreements to more closely align the interest rate of such liability with its investment portfolio, which consists primarily of floating rate loans. The Company designated these interest rate swaps and the 2028 and 2029 Notes as a qualifying fair value hedge accounting relationship. See Note 7 for more information on the 2028 and 2029 Notes. As of December 31, 2025, the counterparties to the Company’s interest rate swap agreements were SMBC Capital Markets, Inc. and Macquarie Bank Limited. The outstanding interest rate swaps as of December 31, 2025 and September 30, 2025 were as follows:
As of December 31, 2025
Counterparty
Hedged item
Company receives
Company pays
Maturity date
Notional amount
Unrealized appreciation
Unrealized depreciation
SMBC Capital Markets, Inc
2028 Notes
7.310%
1M SOFR+
3.327
%
11/5/2028
$
225,000
$
3,311
$
—
SMBC Capital Markets, Inc
2028 Notes
7.310%
1M SOFR+
2.835
%
11/5/2028
225,000
6,319
—
SMBC Capital Markets, Inc
2028 Notes
5.050%
D SOFR+
1.723
%
12/5/2028
250,000
—
(582)
SMBC Capital Markets, Inc
2029 Notes
6.248%
1M SOFR+
2.444
%
6/15/2029
600,000
7,018
—
$
16,648
$
(582)
Macquarie Bank Limited
2029 Notes
5.881%
3M SOFR+
2.012
%
6/15/2029
150,000
2,134
—
$
2,134
$
—
As of September 30, 2025
Counterparty
Hedged item
Company receives
Company pays
Maturity date
Notional amount
Unrealized appreciation
Unrealized depreciation
SMBC Capital Markets, Inc
2028 Notes
7.310%
1M SOFR+
3.327
%
11/5/2028
$
225,000
$
3,513
$
—
SMBC Capital Markets, Inc
2028 Notes
7.310%
1M SOFR+
2.835
%
11/5/2028
225,000
6,772
—
SMBC Capital Markets, Inc
2028 Notes
5.050%
D SOFR+
1.723
%
12/5/2028
250,000
—
(689)
SMBC Capital Markets, Inc
2029 Notes
6.248%
1M SOFR+
2.444
%
6/15/2029
600,000
7,780
—
$
18,065
$
(689)
Macquarie Bank Limited
2029 Notes
5.881%
3M SOFR+
2.012
%
6/15/2029
150,000
2,343
—
$
2,343
$
—
As a result of the Company’s designation as a hedging instrument in a qualifying fair value hedge accounting relationship, the Company is required to fair value the hedging instrument and the related hedged item, with the changes in the fair value of each being recorded in interest and other debt financing expenses. The net unrealized loss related to the fair value hedge was ($13) and $(4,662), respectively, for the three months endedDecember 31, 2025 and 2024, respectively. The net unrealized loss related to the fair value hedge is included in “Interest and other debt financing expenses” in the Company’s Consolidated Statement of Operations. The table below presents the
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
components of the net unrealized loss related to the fair value hedge recognized for the hedging instrument, the interest rate swaps, and the hedged items, the 2028 and 2029 Notes, from derivatives designated in a qualifying hedge accounting relationship for the three months ended December 31, 2025 and 2024:
Three months ended December 31,
2025
2024
Hedging Instruments (Interest rate swaps)
$
(1,518)
$
(38,943)
Hedged items (Unsecured notes)
1,505
34,281
Fair market value adjustments for hedge accounting recognized in interest expense
$
(13)
$
(4,662)
The table below presents the carrying value of the 2028 and 2029 Notes as of December 31, 2025 and September 30, 2025 that are designated in qualifying hedging relationships and the related cumulative hedging adjustment (increase/(decrease)) from the current hedging relationships included in such carrying value:
As of December 31, 2025
As of September 30, 2025
Description
Carrying Value
Cumulative Hedging Adjustment
Carrying Value
Cumulative Hedging Adjustment
2028 Notes
$
719,100
$
8,902
$
720,521
$
9,445
2029 Notes
755,415
9,270
756,102
10,232
Offsetting Derivatives
In order to better define its contractual rights and to secure rights that will help the Company mitigate its counterparty risk, the Company has entered into an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) with each of its derivative counterparties, Macquarie Bank Limited (“Macquarie”) and SMBC Capital Markets, Inc. (“SMBC” and, together with Macquarie, the “Counterparties” and each a “Counterparty”). Each ISDA Master Agreement is a bilateral agreement between the Company and each Counterparty that governs over the counter (“OTC”) derivatives, including forward currency contracts and interest rate swaps, and contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination event. The provisions of each ISDA Master Agreements with each of the Counterparties permits a single net payment in the event of a default (close-out netting) or similar event, including the bankruptcy or insolvency of the counterparty.
For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Company and cash collateral received from either Counterparty, if any, is included in the Consolidated Statements of Financial Condition as other assets or other accounts payable and other liabilities. As of December 31, 2025 and September 30, 2025, there was $2,710 and $4,890, respectively, of collateral pledged for derivatives which is included in other assets on the Consolidated Statements of Financial Condition. The Company minimizes counterparty credit risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial stability of those counterparties.
The following table is intended to provide additional information about the effect of the offsetting derivative contracts on the consolidated financial statements of the Company including: the location of those fair values on the Consolidated Statements of Financial Condition and the Company’s gross and net amount of assets and liabilities available for offset under netting arrangements as well as any related collateral received or pledged by the Company as of December 31, 2025 and September 30, 2025:
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
As of December 31, 2025
Counterparty
Statement of Financial Condition Location of Amounts
Gross Amount of Recognized Assets
Gross Amount of Recognized (Liabilities)
Net amounts presented in the Consolidated Statements of Financial Condition
Collateral (Received) / Pledged(1)
Net Amounts(2)
Macquarie Bank Limited
Net unrealized depreciation on derivatives
$
2,134
$
(7,153)
$
(5,019)
$
2,710
$
(2,309)
SMBC Capital Markets, Inc.
Net unrealized appreciation on derivatives
16,781
(5,671)
11,110
—
11,110
Wells Fargo Bank, N.A.
Net unrealized depreciation on derivatives
—
(211)
(211)
—
(211)
As of September 30, 2025
Counterparty
Statement of Financial Condition Location of Amounts
Gross Amount of Recognized Assets
Gross Amount of Recognized (Liabilities)
Net amounts presented in the Consolidated Statements of Financial Condition
Collateral (Received) / Pledged(1)
Net Amounts(2)
Macquarie Bank Limited
Net unrealized depreciation on derivatives
$
2,343
$
(7,366)
$
(5,023)
$
4,890
$
(133)
SMBC Capital Markets, Inc.
Net unrealized appreciation on derivatives
18,250
(6,121)
12,129
—
12,129
(1)The actual collateral pledged could be more than the amount shown due to over collateralization.
(2)Represents the net amount due from/(to) counterparties in the event of default.
Exclusion of the Investment Adviser from Commodity Pool Operator Definition
Engaging in commodity interest transactions such as swap transactions or futures contracts for the Company could cause the Investment Adviser to fall within the definition of “commodity pool operator” under the Commodity Exchange Act (the “CEA”) and related Commodity Futures Trading Commission (the “CFTC”) regulations. The Investment Adviser has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA and the CFTC regulations in connection with its management of the Company and, therefore, is not subject to CFTC registration or regulation under the CEA as a commodity pool operator with respect to its management of the Company.
Note 6. Fair Value Measurements
The Company follows ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. Effective August 2, 2024, the Board designated the Investment Adviser as the Company’s Valuation Designee in accordance with Rule 2a-5 under the 1940 Act. The Company’s fair value analysis, currently undertaken by the Valuation Designee, includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Currently, the Valuation Designee assesses the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the three months ended December 31, 2025 and 2024. The following section describes the valuation techniques used to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Investments
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by the Valuation Designee, based on input of the Valuation Designee’s personnel and independent valuation firms that have been engaged at the direction of the Valuation Designee to assist in the valuation of each portfolio investment without a readily available market quotation at least every other quarter under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with each portfolio investment being reviewed at least every other quarter (subject to a de minimis threshold) with approximately 50% (based on the fair value of the portfolio company investments) of the Company’s valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. All investments as of December 31, 2025 and September 30, 2025 were valued using Level 3 inputs. As of December 31, 2025 and September 30, 2025, all money market funds included in cash equivalents and restricted cash equivalents were valued using Level 1 inputs and all forward currency contracts and interest rate swaps were valued using Level 2 inputs.
When determining fair value of Level 3 debt and equity investments, the Valuation Designee takes into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that affect the price at which similar investments are made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s net income before net interest expense, income tax expense, depreciation and amortization (“EBITDA”). A portfolio company’s EBITDA can include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. The Valuation Designee may also employ other valuation multiples to determine enterprise value, such as revenues. If debt investments are credit impaired, the Valuation Designee will use the enterprise value analysis or a liquidation basis analysis to determine fair value, which may include evaluating multiple recovery scenarios and weighting the expected outcomes based on their likelihood. For debt investments that are not determined to be credit impaired, the Valuation Designee uses a market interest rate yield analysis to determine fair value.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
In addition, for certain debt investments, the Valuation Designee bases its valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that the Company and others could be willing to pay. Ask prices represent the lowest price that the Company and others could be willing to accept. The Valuation Designee generally uses the midpoint of the bid/ask range as its best estimate of fair value of such investment.
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments could differ significantly from the values that would have been used had a ready market existed for such investments and could differ materially from the values that are ultimately received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, the Company could realize significantly less than the value at which such investment had previously been recorded. The Company’s investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
The following tables present fair value measurements of the Company’s investments and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value as of December 31, 2025 and September 30, 2025:
As of December 31, 2025
Fair Value Measurements Using
Description
Level 1
Level 2
Level 3
Total
Assets, at fair value:
Debt investments(1)
$
—
$
—
$
8,006,604
$
8,006,604
Equity investments(1)
—
—
632,627
632,627
Money market funds(1)(2)
60,290
—
—
60,290
Forward currency contracts
—
133
—
133
Interest rate swaps
—
18,782
—
18,782
Total assets, at fair value:
$
60,290
$
18,915
$
8,639,231
$
8,718,436
Liabilities, at fair value:
Forward currency contracts
$
—
$
(12,453)
$
—
$
(12,453)
Interest rate swaps
—
(582)
—
(582)
Total liabilities, at fair value:
$
—
$
(13,035)
$
—
$
(13,035)
As of September 30, 2025
Fair Value Measurements Using
Description
Level 1
Level 2
Level 3
Total
Assets, at fair value:
Debt investments(1)
$
—
$
—
$
8,123,107
$
8,123,107
Equity investments(1)
—
—
646,282
646,282
Money market funds(1)(2)
93,656
—
—
93,656
Forward currency contracts
—
185
—
185
Interest rate swaps
—
20,408
—
20,408
Total assets, at fair value:
$
93,656
$
20,593
$
8,769,389
$
8,883,638
Liabilities, at fair value:
Forward currency contracts
$
—
$
(12,798)
$
—
$
(12,798)
Interest rate swaps
—
(689)
—
(689)
Total liabilities, at fair value:
$
—
$
(13,487)
$
—
$
(13,487)
(1)Refer to the Consolidated Schedules of Investments for further details.
(2)Included in cash equivalents and restricted cash equivalents on the Consolidated Statements of Financial Condition.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The net change in unrealized appreciation (depreciation) for the three months ended December 31, 2025 and 2024 reported within the net change in unrealized appreciation (depreciation) on investments in the Company’s Consolidated Statements of Operations attributable to the Company’s Level 3 assets held at the end of each period was ($27,093) and $37,262, respectively.
The following tables present the changes in investments measured at fair value using Level 3 inputs for the three months ended December 31, 2025 and 2024:
For the three months ended December 31, 2025
Debt Investments
Equity Investments
Total Investments
Fair value, beginning of period
$
8,123,107
$
646,282
$
8,769,389
Net change in unrealized appreciation (depreciation) on investments
(12,260)
(16,754)
(29,014)
Net translation of investments in foreign currencies
5,059
5
5,064
Realized gain (loss) on investments
(5,517)
2,799
(2,718)
Realized gain (loss) on translation of investments in foreign currencies
(1,250)
—
(1,250)
Fundings of (proceeds from) revolving loans, net
3,437
—
3,437
Fundings of investments
164,774
7,927
172,701
PIK interest and non-cash dividends
14,157
7,034
21,191
Proceeds from principal payments and sales of portfolio investments
(288,279)
(14,666)
(302,945)
Accretion of discounts and amortization of premiums
3,376
—
3,376
Fair value, end of period
$
8,006,604
$
632,627
$
8,639,231
For the three months ended December 31, 2024
Debt Investments
Equity Investments
Total Investments
Fair value, beginning of period
$
7,656,873
$
578,420
$
8,235,293
Net change in unrealized appreciation (depreciation) on investments
48,673
(5,044)
43,629
Net translation of investments in foreign currencies
(46,421)
(23)
(46,444)
Realized gain (loss) on investments
(25,589)
233
(25,356)
Realized gain (loss) on translation of investments in foreign currencies
(2,722)
—
(2,722)
Funding of (proceeds from) revolving loans, net
2,169
—
2,169
Fundings of investments
871,564
37,950
909,514
PIK interest and non-cash dividends
13,211
7,264
20,475
Proceeds from non-cash dividends
—
(1,824)
(1,824)
Proceeds from principal payments and sales of portfolio investments
(442,071)
(8,103)
(450,174)
Accretion of discounts and amortization of premiums
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of December 31, 2025 and September 30, 2025:
Quantitative Information about Level 3 Fair Value Measurements
Fair value as of December 31, 2025
Valuation Techniques
Unobservable Input
Range (Weighted Average) (1)
Assets:
Senior secured loans(2)
$
414,507
Yield analysis
Market interest rate
7.3% - 21.0% (9.3%)
Market comparable companies
EBITDA multiples
3.7x - 20.5x (13.9x)
One stop loans(3)(4)
$
7,518,796
Yield analysis
Market interest rate
3.5% - 20.0% (9.0%)
Market comparable companies
EBITDA multiples
4.2x - 30.0x (15.3x)
Revenue multiples
1.1x - 20.0x (8.9x)
12,282
Broker/dealer bids or quotes
Broker/dealer bids or quotes
N/A
Subordinated debt and second lien loans(5)
$
61,019
Yield analysis
Market interest rate
8.5% - 13.5% (10.9%)
Market comparable companies
EBITDA multiples
4.2x - 21.5x (15.1x)
Equity(6)
$
632,627
Market comparable companies
EBITDA multiples
4.2x - 29.8x (14.9x)
Revenue multiples
1.1x - 21.0x (10.0x)
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)$5,180 of loans at fair value were valued using the market comparable companies approach only.
(3)$88,126 of loans at fair value were valued using the market comparable companies approach only.
(4)The Company valued $6,557,533 and $961,263 of one stop loans using EBITDA and revenue multiples, respectively.
(5)$211 of loans at fair value were valued using the market comparable companies approach only.
(6)The Company valued $561,315 and $71,312 of equity investments using EBITDA and revenue multiples, respectively.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Quantitative Information about Level 3 Fair Value Measurements
Fair value as of September 30, 2025
Valuation Techniques
Unobservable Input
Range
(Weighted Average)(1)
Assets:
Senior secured loans(2)
$
442,477
Yield analysis
Market interest rate
7.3% - 17.0% (9.1%)
Market comparable companies
EBITDA multiples
3.5x - 26.3x (14.2x)
One stop loans(3)(4)
$
7,603,780
Yield analysis
Market interest rate
3.8% - 20.5% (9.1%)
Market comparable companies
EBITDA multiples
3.9x - 39.2x (15.7x)
Revenue multiples
1.4x - 15.0x (8.0x)
12,029
Broker/dealer bids or quotes
Broker/dealer bids or quotes
N/A
Subordinated debt and second lien loans(5)
$
64,821
Yield analysis
Market interest rate
8.8% - 22.0% (11.1%)
Market comparable companies
EBITDA multiples
4.0x - 24.0x (15.5x)
Equity(6)
$
646,282
Market comparable companies
EBITDA multiples
4.0x - 39.2x (16.4x)
Revenue multiples
1.4x - 21.3x (8.8x)
(1)Unobservable inputs were weighted by the relative fair value of the instruments.
(2)$67 of loans at fair value were valued using the market comparable companies approach only.
(3)$46,465 of loans at fair value were valued using the market comparable companies approach only.
(4)The Company valued $6,600,901 and $1,002,879 of one stop loans using EBITDA and revenue multiples, respectively.
(5)$132 of loans at fair value were valued using the market comparable companies approach only.
(6)The Company valued $563,467 and $82,815 of equity investments using EBITDA and revenue multiples, respectively.
The above tables are not intended to be all-inclusive but rather to provide information on significant unobservable inputs and valuation techniques used by the Valuation Designee.
The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity investments are EBITDA multiples, revenue multiples and market interest rates. The Valuation Designee uses EBITDA multiples and, to a lesser extent, revenue multiples on the Company’s debt and equity investments to determine any credit gains or losses. Increases or decreases in either of these inputs in isolation would have resulted in a significantly lower or higher fair value measurement. The Valuation Designee uses market interest rates for loans to determine if the effective yield on a loan is commensurate with the market yields for that type of loan. If a loan’s effective yield was significantly less than the market yield for a similar loan with a similar credit profile, then the resulting fair value of the loan could have been lower.
Other Financial Assets and Liabilities
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. As a result, with the exception of the line item titled “debt” which is reported at cost, all assets and liabilities approximate fair value on the Consolidated Statements of Financial Condition due to their short maturity. The fair value of the Company's 2026 Notes, 2027 Notes, 2028 Notes and 2029 Notes (as defined in Note 7) is based on vendor pricing received by the Company, which is considered a Level 2 input. The fair value of the Company’s remaining debt is estimated using Level 3 inputs by discounting remaining payments using comparable market rates or market quotes for similar instruments at the measurement date, if available.
The following are the carrying values and fair values of the Company’s debt as of December 31, 2025 and September 30, 2025.
As of December 31, 2025
As of September 30, 2025
Carrying Value
Fair Value
Carrying Value
Fair Value
Debt(1)
$
4,903,076
$
4,918,649
$
4,926,778
$
4,934,395
(1)As of December 31, 2025 and September 30, 2025, carrying value is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship related to the 2028 and 2029 Notes. See Note 5 for additional information.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 7. Borrowings
In accordance with the 1940 Act, with certain limited exceptions, prior to February 6, 2019, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing. On February 5, 2019, the Company’s stockholders voted to approve the asset coverage requirement decrease to 150% from 200% in accordance with Section 61(a)(2) of the 1940 Act. Effective February 6, 2019, the reduced asset coverage requirement permits the Company to have a ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement. As of December 31, 2025, the Company’s asset coverage for borrowed amounts was 178.9%.
2024 Debt Securitization: On November 18, 2024, the Company completed a $2,200,500 term debt securitization (the “2024 Debt Securitization”). The notes offered in the 2024 Debt Securitization (“the 2024 Notes”) were issued by the 2024 Issuer and were backed by a diversified portfolio of senior secured loans. The transaction was executed through a private placement which consisted of $1,192,400 of Aaa/AAA Class A-1R Senior Secured Floating Rate Notes due 2036 (the “Class A-1R 2024 Notes”), which bear interest at three-month SOFR plus 1.56%; $171,600 of AAA Class A-2RR Senior Secured Floating Rate Notes due 2036, which bear interest at three-month SOFR plus 1.75% (the “Class A-2RR 2024 Notes”); $165,000 of AA Class B-R Senior Secured Floating Rate Notes, which bear interest at three-month SOFR plus 1.70% (the “Class B-R Notes”); $154,000 of A Class C-R Senior Secured Floating Rate Notes, which bear interest at three-month SOFR plus 2.10%; and $517,500 of Subordinated Notes due 2124 which do not bear interest (the “Subordinated Notes” and together with the Secured Notes, the “2024 Notes”). The Company indirectly retained all of the Class B-R, Class C-R and Subordinated Notes.
Through October 20, 2028, all principal collections received on the underlying collateral may be used by the 2024 Issuer to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the 2024 Issuer and in accordance with the Company’s investment strategy and subject to customary conditions set forth in the documents governing the 2024 Debt Securitization, allowing the Company to maintain the initial leverage in the 2024 Debt Securitization. The 2024 Notes are scheduled to mature on October 20, 2036. The Subordinated 2024 Notes are due in 2124. The Class A-1R and Class A-2RR 2024 Notes are included in the December 31, 2025 Consolidated Statement of Financial Condition as debt of the Company. As of December 31, 2025, the Class B-R, Class C-R and Subordinated 2024 Notes were eliminated in consolidation.
As of December 31, 2025, there were 131 portfolio companies with a total fair value of $2,180,595 securing the 2024 Debt Securitization. The pool of loans in the 2024 Debt Securitization must meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the 2024 Debt Securitization is based on three-month SOFR. The three-month SOFR in effect as of December 31, 2025 based on the last interest rate reset was 3.9%.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest, annualized average stated interest rates and average outstanding balances for the 2024 Debt Securitization were as follows:
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
As of December 31, 2025, the classes, amounts, ratings and interest rates in effect (expressed as a spread to three-month SOFR) of the Class A-1R and A-2RR 2024 Notes are as follows:
Description
Class A-1R 2024 Notes
Class A-2RR 2024 Notes
Type
Senior Secured Floating Rate
Senior Secured Floating Rate
Amount Outstanding
$1,192,400
$171,600
Fitch Rating
“AAA”
“NR”
S&P Rating
“AAA”
“AAA”
Interest Rate
SOFR + 1.56%
SOFR + 1.75%
As part of the 2024 Debt Securitization, the Company entered into a master loan sale agreement that provides for the sale of assets on the 2024 Debt Securitization closing date as well as future sales from the Company to the 2024 Issuer through the BDC CLO 8 Depositor, (1) the Company sold and/or contributed to the BDC CLO 8 Depositor the remainder of its ownership interest in the portfolio company investments securing the 2024 Debt Securitization and participations for the purchase price and other consideration set forth in the master loan sale agreement and (2) the BDC CLO 8 Depositor, in turn, sold to the 2024 Issuer all of its ownership interest in such portfolio loans and participations for the purchase price and other consideration set forth in the master loan sale agreement. Following these transfers, the 2024 Issuer, and not the BDC CLO 8 Depositor or the Company, holds all of the ownership interest in such portfolio company investments and participations.
2018 Debt Securitization: On November 16, 2018, the Company completed a $602,400 term debt securitization (the “2018 Debt Securitization”). The notes offered in the 2018 Debt Securitization (the “2018 Notes”) were issued by the 2018 Issuer, a subsidiary of the 2018 CLO Depositor, and were backed by a diversified portfolio of senior secured and second lien loans. The transaction was executed through a private placement which, through November 18, 2024, consisted of approximately $327,000 of AAA/AAA Class A 2018 Notes, which bore interest at three-month LIBOR plus 1.48%; $61,200 of AA Class B 2018 Notes, which bore interest at three-month LIBOR plus 2.10%; $20,000 of A Class C-1 2018 Notes, which bore interest at three-month LIBOR plus 2.80%; $38,800 of A Class C-2 2018 Notes, which bore interest at three-month LIBOR plus 2.65%; $42,000 of BBB- Class D 2018 Notes, which bore interest at three-month LIBOR plus 2.95%; and $113,400 of Subordinated 2018 Notes which did not bear interest. The Company indirectly retained all of the Class C-2, Class D and Subordinated 2018 Notes.
Through January 20, 2023, the 2018 Issuer was permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the 2018 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the 2018 Debt Securitization.
On November 18, 2024, in connection with the 2024 Debt Securitization, the 2018 Issuer redeemed the outstanding 2018 Notes pursuant to the terms of the indenture governing the 2018 Notes. Following such redemption, the agreements which governed the 2018 Debt Securitization were terminated. The 2018 Notes would have otherwise matured on January 20, 2031.
The pool of loans in the 2018 Debt Securitization were required to meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The interest charged under the 2018 Debt Securitization was based on three-month SOFR plus a spread adjustment of 0.26161%.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest, annualized average stated interest rates and average outstanding balances for the 2018 Debt Securitization were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
—
$
1,839
Amortization of debt issuance costs
—
—
Total interest and other debt financing expenses
$
—
$
1,839
Cash paid for interest expense
$
—
$
5,152
Annualized average stated interest rate
N/A
7.1
%
Average outstanding balance
$
—
$
102,681
As part of the 2018 Debt Securitization, GBDC entered into a master loan sale agreement under which GBDC agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the 2018 Issuer and to purchase or otherwise acquire the LLC equity interests in the Subordinated 2018 Notes.
GCIC 2018 Debt Securitization: Effective September 16, 2019, the Company assumed, as a result of the GCIC Merger, a $908,195 term debt securitization (the “GCIC 2018 Debt Securitization”). The GCIC 2018 Debt Securitization was originally completed on December 13, 2018. The notes offered in the GCIC 2018 Debt Securitization (the “GCIC 2018 Notes”) were issued by the GCIC 2018 Issuer, a subsidiary of GCIC 2018 CLO Depositor, and were secured by a diversified portfolio of senior secured and second lien loans. Through November 18, 2024, the GCIC 2018 Debt Securitization consisted of $490,000 of AAA/AAA Class A-1 GCIC 2018 Notes, $38,500 of AAA Class A-2 GCIC 2018 Notes, and $18,000 of AA Class B-1 GCIC 2018 Notes. In partial consideration for the loans transferred to the GCIC 2018 Issuer as part of the GCIC 2018 Debt Securitization, the GCIC 2018 CLO Depositor received and retained $27,000 of Class B-2 GCIC 2018 Notes, $95,000 of Class C GCIC 2018 Notes and $60,000 of Class D GCIC 2018 Notes and $179,695 of Subordinated GCIC 2018 Notes. On December 21, 2020, the Company and the GCIC 2018 Issuer amended the GCIC 2018 Debt Securitization to, among other things, (a) refinance the issued Class A-2 GCIC 2018 Notes issued by the GCIC 2018 Issuer by redeeming in full the $38,500 of Class A-2 GCIC 2018 Notes and issuing new Class A-2-R GCIC 2018 Notes in an aggregate principal amount of $38,500 that bore interest at a rate of 2.498%, which is a decrease from the rate of 4.665% of the Class A-2 GCIC 2018 Notes and (b) provide for a non-called period, during which the Class A-2-R GCIC 2018 Notes cannot be redeemed, from December 21, 2020 to but excluding June 21, 2021.
Through January 20, 2023, the GCIC 2018 Issuer was permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser in its capacity as collateral manager of the GCIC 2018 Issuer and in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the GCIC 2018 Debt Securitization.
On November 18, 2024, in connection with the 2024 Debt Securitization, the GCIC 2018 Issuer redeemed the outstanding GCIC 2018 Notes pursuant to the terms of the indenture governing such GCIC 2018 Notes. Following such redemption, the agreements that governed the GCIC 2018 Debt Securitization were terminated. The GCIC 2018 Notes would have otherwise matured on January 20, 2031, and the Subordinated GCIC 2018 Notes would have otherwise matured on December 13, 2118.
The pool of loans in the GCIC 2018 Debt Securitization were required to meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The interest charged under the GCIC 2018 Debt Securitization was based on three-month SOFR plus a spread adjustment of 0.26161%.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest, annualized average stated interest rates and average outstanding balances for the GCIC 2018 Debt Securitization were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
—
$
1,682
Accretion of discounts on notes issued
—
—
Amortization of debt issuance costs
—
—
Total interest and other debt financing expenses
$
—
$
1,682
Cash paid for interest expense
$
—
$
4,861
Annualized average stated interest rate
N/A
6.1
%
Average outstanding balance
$
—
$
109,509
As part of the GCIC 2018 Debt Securitization, GBDC assumed in the GCIC Merger a master loan sale agreement under which GBDC agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the GCIC 2018 Issuer and to purchase or otherwise acquire the LLC equity interests in the GCIC Subordinated 2018 Notes.
GBDC 3 2021 Debt Securitization: Effective June 3, 2024, the Company assumed, as a result of the GBDC 3 Merger, a $398,850 term debt securitization (the “GBDC 3 2021 Debt Securitization”). The GBDC 3 2021 Debt Securitization was originally completed on March 11, 2021. The GBDC 3 2021 Notes were issued by the GBDC 3 2021 Issuer and were backed by a diversified portfolio of senior secured and second lien loans. Through November 18, 2024, the GBDC 3 2021 Notes offered in the GBDC 3 2021 Debt Securitization consisted of $224,000 of AAA Class A GBDC 3 2021 Notes, which bore interest at the three-month SOFR plus 1.60%; $28,000 of AA Class B GBDC 3 2021 Notes, which bore interest at the three-month SOFR plus 1.85%; $36,000 of A Class C-1 GBDC 3 2021 Notes, which bore interest at the three-month SOFR plus 2.80%; $10,000 A Class C-2 GBDC 3 2021 Notes, which bore interest at 3.91%; up to $28,000 of BBB- Class D GBDC 3 2021 Notes, which were unfunded on the closing date of the GBDC 3 2021 Debt Securitization and which, if funded, would bear interest at the three-month SOFR plus a spread set in connection with the funding date but which in no event will be greater than 5.00% (the Class D GBDC 3 2021 Notes, together with the Class A GBDC 3 2021 Notes, the Class B GBDC 3 2021 Notes, the Class C-1 GBDC 3 2021 Notes and the Class C-2 GBDC 3 2021 Notes are referred to as the “Secured GBDC 3 2021 Notes”); and approximately $100,850 of Subordinated GBDC 3 2021 Notes, which did not bear interest. The Class A GBDC 3 2021 Notes, the Class B GBDC 3 2021 Notes, the Class C-1 GBDC 3 2021 Notes, and the Class C-2 GBDC 3 2021 Notes were issued through a private placement through Deutsche Bank Securities Inc. The GBDC 3 2021 Issuer indirectly retained all of the Class D GBDC 3 2021 Notes and Subordinated GBDC 3 2021 Notes which were eliminated in consolidation.
Through April 15, 2025, the GBDC 3 2021 Issuer was permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the GBDC 3 2021 Issuer, in accordance with the Company’s investment strategy and subject to customary conditions set forth in the documents governing the GBDC 3 2021 Debt Securitization, allowing the Company to maintain the initial leverage in the GBDC 3 2021 Debt Securitization.
On November 18, 2024, in connection with the 2024 Debt Securitization, the GBDC 3 2021 Issuer redeemed the outstanding GBDC 3 2021 Notes pursuant to the terms of the indenture governing such GBDC 3 2021 Notes. Following such redemption, the agreements which governed the GBDC 3 2021 Debt Securitization were terminated. The redemption of the GBDC 3 2021 Notes resulted in a realized loss on the extinguishment of debt of $48 for the three months ended December 31, 2024, which represented the unamortized discount on the GBDC 3 2021 Notes assumed as a result on the GBDC 3 Merger, at termination. The Secured GBDC 3 2021 Notes would have otherwise matured on April 15, 2033 and the Subordinated GBDC 3 2021 Notes would have otherwise matured in 2121.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The pool of loans in the GBDC 3 2021 Debt Securitization were required to meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the GBDC 3 2021 Debt Securitization was based on three-month SOFR plus a spread adjustment of 0.26161%.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest expense, annualized average stated interest rates and average outstanding balances for the GBDC 3 2021 Debt Securitization were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
—
$
2,694
Amortization of debt issuance costs
—
—
Total interest expense
$
—
$
2,694
Cash paid for interest expense
$
—
$
7,355
Annualized average stated interest rate
N/A
6.9
%
Average outstanding balance
$
—
$
155,478
As part of the GBDC 3 2021 Debt Securitization, GBDC assumed in the GBDC 3 Merger a master loan sale agreement under which GBDC agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the GBDC 3 2021 Issuer and to purchase or otherwise acquire the LLC equity interests in the Subordinated GBDC 3 2021 Notes.
GBDC 3 2022 Debt Securitization: Effective June 3, 2024, the Company assumed, as a result of the GBDC 3 Merger, a $401,750 asset-backed securitization (the “GBDC 3 2022 Debt Securitization”). The GBDC 3 2022 Debt Securitization was originally completed on January 25, 2022. The notes offered in the GBDC 3 2022 Debt Securitization were issued by the GBDC 3 2022 Issuer and are backed by a diversified portfolio of senior secured loans. The notes offered in the GBDC 3 2022 Debt Securitization consist of $252,000 of Class A Senior Secured Floating Rate Notes, which bear interest at a benchmark interest rate, which will be based on three-month term SOFR, plus 2.00% (the “Secured GBDC 3 2022 Notes”) and $149,750 of Subordinated Notes, which do not bear interest (the “Subordinated GBDC 3 2022 Notes” and, together with the Secured GBDC 3 2022 Notes, the “GBDC 3 2022 Notes”). The Secured GBDC 3 2022 Notes were issued through a private placement through Deutsche Bank Securities Inc. The GBDC 3 2022 Issuer indirectly retained all of the Subordinated GBDC 3 2022 Notes, and the Subordinated GBDC 3 2022 Notes were eliminated in consolidation.
Through January 25, 2024, the GBDC 3 2022 Issuer was permitted to use all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the GBDC 3 2022 Issuer, in accordance with the Company’s investment strategy, allowing the Company to maintain the initial leverage in the GBDC 3 2022 Debt Securitization.
On August 1, 2025, the GBDC 3 2022 Issuer redeemed the outstanding GBDC 3 2022 Notes pursuant to the terms of the indenture governing such GBDC 3 2022 Notes. Following such redemption, the agreements that governed the GBDC 3 2022 Debt Securitization were terminated. The GBDC 3 2022 Notes would have otherwise matured on January 18, 2030 and the Subordinated GBDC 3 2022 Notes would have otherwise matured on January 25, 2122.
The pool of loans in the GBDC 3 2022 Debt Securitization were required to meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
The interest charged under the GBDC 3 2022 Debt Securitization was based on three-month term SOFR.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest expense, annualized average stated interest rates and average outstanding balances for the GBDC 3 2022 Debt Securitization were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
—
$
4,035
Amortization of debt issuance costs
—
—
Total interest expense
$
—
$
4,035
Cash paid for interest expense
$
—
$
4,360
Annualized average stated interest rate
N/A
6.9
%
Average outstanding balance
$
—
$
233,453
As part of the GBDC 3 2022 Debt Securitization, GBDC assumed in the GBDC 3 Merger a master loan sale agreement under which GBDC agreed to directly or indirectly sell or contribute certain senior secured loans (or participation interests therein) to the GBDC 3 2022 Issuer and to purchase or otherwise acquire the LLC equity interests in the Subordinated GBDC 3 2022 Notes.
GBDC 3 2022-2 Debt Securitization:Effective June 3, 2024, the Company assumed, as a result of the GBDC 3 Merger, a $386,600 term debt securitization (the “GBDC 3 2022-2 Debt Securitization”). The GBDC 3 2022-2 Debt Securitization was originally completed on December 14, 2022. The notes offered in the GBDC 3 2022-2 Debt Securitization (the “GBDC 3 2022-2 Notes”) were issued by the GBDC 3 2022-2 Issuer and were backed by a diversified portfolio of senior secured and second lien loans. Through December 16, 2024, the GBDC 3 2022-2 Notes offered in the GBDC 3 2022-2 Debt Securitization consisted of $140,000 of AAA Class A GBDC 3 Senior Secured Floating Rate Notes due 2034, which bore interest at the three-month term SOFR plus 2.60%; $38,800 of AA Class B GBDC 3 Senior Secured Floating Rate Notes due 2034, which bore interest at the three-month term SOFR plus 3.09% (the “Class B GBDC 3 2022-2 Notes” and, together with the Class A GBDC 3 2022-2 Notes, the “Secured GBDC 3 2022-2 Notes”); $85,000 of AAA Class A GBDC 3 Senior Secured Floating Rate Loans maturing 2034, which bore interest at the three-month term SOFR plus 2.60% (the “Class A GBDC 3 2022-2 Loans” and, together with the Secured GBDC 3 2022-2 Notes, the “Secured GBDC 3 2022-2 Debt”); and $122,800 of Subordinated Notes due 2122 (the “Subordinated GBDC 3 2022-2 Notes”), which did not bear interest. The GBDC 3 2022-2 Issuer indirectly retained all of the Class B GBDC 3 2022-2 Notes and Subordinated GBDC 3 2022-2 Notes which were eliminated in consolidation.
Through January 18, 2026, the GBDC 3 2022-2 Issuer was permitted to us all principal collections received on the underlying collateral to purchase new collateral under the direction of the Investment Adviser, in its capacity as collateral manager of the GBDC 3 2022-2 Issuer, in accordance with the Company’s investment strategy and subject to customary conditions set forth in the documents governing the GBDC 3 2022-2 Debt Securitization, allowing the Company to maintain the initial leverage in the GBDC 3 2022-2 Debt Securitization.
On December 16, 2024, the GBDC 3 2022-2 Issuer redeemed the outstanding GBDC 3 2022-2 Notes pursuant to the terms of the indenture governing such GBDC 3 2022-2 Notes. Following such redemption, the agreements which governed the GBDC 3 2022-2 Debt Securitization were terminated. The Secured GBDC 3 2022-2 Notes and Class A GBDC 3 2022-2 Loans would have otherwise matured on January 18, 2034. The Subordinated GBDC 3 2022-2 Notes would have otherwise matured on December 14, 2122.
The pool of loans in the GBDC 3 2022-2 Debt Securitization were required to meet certain requirements, including asset mix and concentration, collateral coverage, term, agency rating, minimum coupon, minimum spread and sector diversity requirements.
The interest charged under the GBDC 3 2022-2 Debt Securitization was based on three-month term SOFR.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest expense, annualized average stated interest rates and average outstanding balances for the GBDC 3 2022-2 Debt Securitization were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
—
$
3,504
Amortization of debt issuance costs
—
—
Total interest expense
$
—
$
3,504
Cash paid for interest expense
$
—
$
7,197
Annualized average stated interest rate
N/A
7.5
%
Average outstanding balance
$
—
$
185,870
As part of the GBDC 3 2022-2 Debt Securitization, GBDC assumed in the GBDC 3 Merger a master loan sale agreement under which GBDC agreed to directly or indirectly sell or contribute certain senior secured and second lien loans (or participation interests therein) to the GBDC 3 2022-2 Issuer and to purchase or otherwise acquire the LLC equity interests in the Subordinated GBDC 3 2022-2 Notes.
The Investment Adviser serves or served as collateral manager to each of the 2018 Issuer, GCIC 2018 Issuer, GBDC 3 2021 Issuer, GBDC 3 2022 Issuer, GBDC 3 2022-2 Issuer and the 2024 Issuer under separate collateral management agreements and receives a fee for providing these services. The total fees payable by the Company under the Investment Advisory Agreement are reduced by an amount equal to the total aggregate fees paid to the Investment Adviser by each of the 2018 Issuer, GCIC 2018 Issuer, GBDC 3 2021 Issuer, GBDC 3 2022 Issuer, GBDC 3 2022-2 and the 2024 Issuer for rendering such collateral management services.
GBDC 3 DB Credit Facility: Effective June 3, 2024, the Company assumed, as a result of the GBDC 3 Merger, a loan financing and servicing agreement (as amended, the “GBDC 3 DB Credit Facility”), with the Company and GBDC 3 Funding, as equity holder and as servicer, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents parties thereto, each of the entities from time to time party thereto as securitization subsidiaries and Deutsche Bank Trust Company Americas, as collateral agent and as collateral custodian. The GBDC 3 DB Credit Facility was originally entered into on September 10, 2019 (the “GBDC 3 DB Credit Facility Effective Date”). On November 19, 2024, all amounts outstanding under the GBDC 3 DB Credit Facility were repaid, following which the agreements governing the GBDC 3 DB Credit Facility were terminated. The period during which GBDC 3 Funding may have requested drawdowns under the “GBDC 3 DB Credit Facility (the “Revolving Period”) commenced on the GBDC 3 DB Credit Facility Effective Date and would have continued through April 10, 2025. Prior to termination, the GBDC 3 DB Credit Facility allowed GBDC 3 Funding to borrow up to $625,000, subject to leverage and borrowing base restrictions, and had a maturity date of April 10, 2028.
Prior to termination, the GBDC 3 DB Credit Facility bore interest at the applicable base rate plus 2.30% per annum during the Revolving Period and 2.80% after the Revolving Period. The base rate under the GBDC 3 DB Credit Facility was (i) the three-month Canadian Overnight Repo Rate Average (“CORRA”) plus an adjustment equal to 0.32138% with respect to any advances denominated in Canadian dollars, (ii) the three-month EURIBOR with respect to any advances denominated in euros, (iii) the three-month Bank Bill Swap Rate with respect to any advances denominated in Australian dollars, (iv) the daily simple Sterling Overnight Index Average with respect to any advances denominated U.K. pound sterling, (v) the daily simple Swiss Average Rate Overnight with respect to any advances denominated in Swiss francs, (vi) the three-month Copenhagen Interbank Offered Rate with respect to any advances denominated in Danish krones, (vii) the three-month Bank Bill Benchmark Rate with respect to any advances denominated in New Zealand dollars, (viii) the three-month Norwegian Krone Interbank Offered Rate with respect to any advances denominated in Norwegian krona, (ix) the three-month Stockholm Interbank Offered Rate with respect to any advances denominated in Swedish krona, and (x) the three-month term SOFR with respect to any other advances. A syndication/agent fee was payable to the facility agent each quarter and was calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day. In addition, a non-usage fee of 0.25% per annum was payable on the
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
undrawn amount under the GBDC 3 DB Credit Facility, and, during the Revolving Period, an additional fee based on unfunded commitments of the lenders could have been payable if borrowings under the GBDC 3 DB Credit Facility did not exceed a minimum utilization percentage threshold. A prepayment fee would have been payable in the event of any permanent reduction in commitments of the GBDC 3 DB Credit Facility in the amount of 0.50% or 0.25% of the amount of the reduction during the first or second year after the Effective Date, respectively.
The GBDC 3 DB Credit Facility was secured by all of the assets held by GBDC 3 Funding. GBDC 3 Funding made customary representations and warranties and was required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings under the GBDC 3 DB Credit Facility were subject to the leverage restrictions contained in the 1940 Act.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest expense, annualized average stated interest rates and average outstanding balances for the “GBDC 3 DB Credit Facility were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
—
$
3,820
Facility fees
—
244
Total interest and other debt financing expenses
$
—
$
4,064
Cash paid for interest expense and facility fees
$
—
$
11,680
Annualized average stated interest rate¹
N/A
6.9
%
Average outstanding balance
$
—
$
220,086
(1)The average stated interest rate reflects the translation of the stated interest expense and borrowings in foreign currencies to U.S. dollar.
JPM Credit Facility:On February 11, 2021, the Company entered into a senior secured revolving credit facility (as amended, the “JPM Credit Facility”) with the Company, as borrower, JPMorgan Chase Bank N.A., as administrative agent and as collateral agent, and the lenders from time to time party thereto which, as of December 31, 2025, allowed the Company to borrow up to $1,997,500 in U.S. dollars and certain agreed upon foreign currencies (“Outstanding Commitments”), subject to leverage and borrowing base restrictions. Through a series of agreements, most recently on November 15, 2024 and December 6, 2024, the Company, through the accordion feature, increased the aggregate commitments under the JPM Credit Facility from $1,822,500 to $1,997,500. On April 4, 2025, the Company amended and restated the JPM Credit Facility to among other things, (i) change the applicable margin to a range of 1.525% to 1.775% for any Term Benchmark Loan or RFR Loan (as defined in the JPM Credit Facility) or a range of 0.525% to 0.775% for any ABR Loan (each as defined in the JPM Credit Facility), (ii) reduce the unused fee rate on all unused commitments to 0.325% from 0.375%, (iii) extend the maturity date to April 4, 2030 from August 6, 2029 and (iv) amend the accordion provision to permit increases to the total commitments to up to $3,000,000.
The JPM Credit Facility provides for the issuance of letters of credit in an initial aggregate face amount of up to $23,750, subject to increase or reduction from time to time pursuant to the terms of the JPM Credit Facility.
The JPM Credit Facility is secured by a first priority security interest in substantially all of the assets of the Company and certain of the Company’s subsidiaries thereunder.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Borrowings for any Term Benchmark Loan or RFR Loan (each as defined in the JPM Credit Facility) under the JPM Credit Facility bear interest at the applicable base rate plus a margin of 1.525% if the gross borrowing base is equal to or greater than 2.0 times the Outstanding Commitments, 1.650% if the gross borrowing base is less than 2.0 times and equal to or greater than 1.60 times the Outstanding Commitments or 1.775% if the gross borrowing base is less than 1.60 times the Outstanding Commitments, subject to compliance with a borrowing base test. The applicable base rate under the JPM Credit Facility is (i) one-month SOFR with respect to any advances denominated in U.S. dollars plus an adjustment of 0.10%, (ii) SONIA with respect to any advances denominated in U.K. pound sterling plus an adjustment of 0.0326%, (iii) one-month EURIBOR with respect to any advances denominated in Euros, (iv) CORRA with respect to any advances denominated in Canadian Dollars plus an adjustment of 0.029547%, (v) Australian Bank Bill Swap Bid Rate (“BBSY”) with respect to any advances denominated in Australian Dollars plus an adjustment of 0.20% and (vi) the relevant rate as defined in the JPM Credit Facility for borrowings in other currencies. Borrowings for any ABR Loan (as defined in the JPM Credit Facility) bear interest at the applicable base rate plus a margin of 0.525% if the gross borrowing base is equal to or greater than 2.0 times the Outstanding Commitments, 0.650% if the gross borrowing base is less than 2.0 times and equal to or greater than 1.60 times the Outstanding Commitments or 0.775% if the gross borrowing base is less than 1.60 times the Outstanding Commitments. As of December 31, 2025, the applicable margin for Term Benchmark Loans and RFR Loans (as defined in the JPM Credit Facility) was 1.525% and the applicable margin for ABR Loans (as defined in the JPM Credit Facility) was 0.525%.
The Company pays a commitment fee of 0.325% per annum on the daily unused portion of commitments under the JPM Credit Facility. The Company is also required to pay letter of credit participation fees and a fronting fee on the daily amount of any lender’s exposure with respect to any letters of credit issued at the request of the Company under the JPM Credit Facility. The JPM Credit Facility matures on April 4, 2030 and requires mandatory prepayment of interest and principal upon certain events during the one year amortization period of the facility.
As of December 31, 2025 and September 30, 2025, the Company had outstanding debt of $1,115,726 and $1,098,437, respectively, and no letters of credit outstanding under the JPM Credit Facility.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest and facility fees, annualized average stated interest rates and average outstanding balances for the JPM Credit Facility were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
13,701
$
17,045
Facility fees
749
788
Amortization of debt issuance costs
926
1,231
Total interest and other debt financing expenses
$
15,376
$
19,064
Cash paid for interest expense and facility fees
$
13,443
$
20,021
Annualized average stated interest rate¹
4.9
%
6.4
%
Average outstanding balance
$
1,117,731
$
1,063,419
(1)The average stated interest rate reflects the translation of the stated interest expense and borrowings in foreign currencies to U.S. dollar.
2026 Notes: On February 24, 2021, the Company issued $400,000 in aggregate principal amount of unsecured notes (the “2026 Notes”) and on October 13, 2021, the Company issued an additional $200,000 aggregate principal amount of 2026 Notes under the same terms as the original issuance, other than the issue date and the issue price. As of both December 31, 2025 and September 30, 2025, outstanding aggregate principal amount of the 2026 Notes was $600,000. The 2026 Notes bear interest at a rate of 2.500% per year payable semiannually in arrears on February 24 and August 24 of each year, commencing on August 24, 2021. The 2026 Notes mature on August 24, 2026.
The 2026 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2026 Notes; equal in right of payment to the Company’s existing and future indebtedness or other obligations that are not so subordinated or junior; effectively junior to any of the Company’s secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
At any time or from time to time, the Company could redeem some or all of the 2026 Notes at a redemption price equal to the greater of (1) 100% of the principal amount of the 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2026 Notes to be redeemed through July 24, 2026 (the date falling one month prior to the maturity date of the 2026 Notes), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date; provided, however, that if the Company redeems any 2026 Notes on or after July 24, 2026 (the date falling one month prior to the maturity date of the 2026 Notes), the redemption price for the 2026 Notes will be equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2026 Notes.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest and facility fees, annualized average stated interest rates and average outstanding balances for the 2026 Notes were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
3,750
$
3,750
Accretion of discounts on notes issued
134
134
Amortization of debt issuance costs
376
403
Total interest and other debt financing expenses
$
4,260
$
4,287
Cash paid for interest expense
$
—
$
—
Annualized average stated interest rate
2.5
%
2.5
%
Average outstanding balance
$
600,000
$
600,000
2027 Notes: On August 3, 2021, the Company issued $350,000 in aggregate principal amount of unsecured notes (the “2027 Notes”). As of both December 31, 2025 and September 30, 2025, outstanding aggregate principal amount of the 2027 Notes was $350,000. The 2027 Notes bear interest at a rate of 2.050% per year payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15, 2022. The 2027 Notes mature on February 15, 2027.
The 2027 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2027 Notes; equal in right of payment to the Company’s existing and future indebtedness or other obligations that are not so subordinated or junior; effectively junior to any of the Company’s secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
At any time or from time to time, the Company could redeem some or all of the 2027 Notes at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2027 Notes to be redeemed through January 15, 2027 (the date falling one month prior to the maturity date of the 2027 Notes), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date; provided, however, that if the Company redeems any 2027 Notes on or after January 15, 2027 (the date falling one month prior to the maturity date of the 2027 Notes), the redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2027 Notes.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest and facility fees, annualized average stated interest rates and average outstanding balances for the 2027 Notes were as follows:
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
2028 Notes: On December 5, 2023, the Company issued $450,000 in aggregate principal amount of unsecured notes (the “2028 Notes”) and on September 19, 2025, the Company issued an additional $250,000 in aggregate principal amount of 2028 Notes under the same terms as the original issuance, other than the issue date and issue price. As of both December 31, 2025 and September 30, 2025, the outstanding aggregate principal amount of the 2028 Notes was $700,000. The 2028 Notes bear interest at a rate of 7.050% per year payable semi-annually in arrears on June 5 and December 5 of each year, commencing on June 5, 2024. The 2028 Notes mature on December 5, 2028.
The 2028 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2028 Notes; equal in right of payment to the Company’s existing and future indebtedness or other obligations that are not so subordinated or junior; effectively junior to any of the Company’s secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
At any time or from time to time, the Company could redeem some or all of the 2028 Notes at a redemption price equal to the greater of (1) 100% of the principal amount of the 2028 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on the 2028 Notes on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 45 basis points less interest accrued to the date of redemption. If the Company redeems any 2028 Notes on or after November 5, 2028 (the date falling one month prior to the maturity date of the 2028 Notes), the redemption price for the 2028 Notes will be equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2028 Notes.
On December 5, 2023, the Company entered into an interest rate swap on the 2028 Notes with SMBC as the counterparty. Under the terms of the agreement, the Company agreed to receive a fixed rate of 7.310% and pay SMBC a rate of one-month Term SOFR + 3.327%. The interest rate swap is designated as an effective hedge accounting instrument. The notional amount of the swap is $225,000 and terminates on November 5, 2028. The carrying value of the 2028 Notes is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship. See Note 5 for additional information.
On April 10, 2024, the Company entered into an interest rate swap on the 2028 Notes pursuant to which the Company agreed to receive a fixed rate of 7.310% and pay a rate of one-month SOFR plus 2.835%. The interest rate swap is designated as an effective hedge accounting instrument. The notional amount of the swap is $225,000 and terminates on November 5, 2028. The carrying value of the 2028 Notes is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship. See Note 5 for additional information.
On September 19, 2025, the Company entered into an interest rate swap on the 2028 Notes pursuant to which the Company agreed to receive a fixed rate of 5.050% and pay a floating interest rate of SOFR plus 1.723%. The interest rate swap is designated as an effective hedge accounting instrument. The notional amount of the swap is $250,000 and terminates on December 5, 2028. The carrying value of the 2028 Notes is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship. See Note 5 for additional information.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest and facility fees, annualized average stated interest rates and average outstanding balances for the 2028 Notes were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
12,338
$
7,931
Net contractual interest rate swap expense
446
738
Net (gain)/loss related to the fair value hedge
3
7,409
Accretion of discounts (premium) on notes issued
(878)
243
Amortization of debt issuance costs
428
318
Total interest and other debt financing expenses
$
12,337
$
16,639
Cash paid (received) for interest expense(1)
$
16,839
$
8,492
Annualized average contractual interest rate swap and stated interest rate
7.2
%
7.6
%
Average outstanding balance
$
700,000
$
450,000
(1)Includes cash paid or received for contractual interest rate swaps, which may have different contractual settlement dates among the (i) fixed interest leg, (ii) floating interest leg and (iii) the 2028 Notes.
2029 Notes: On February 1, 2024, the Company issued $600,000 in aggregate principal amount of unsecured notes (the “2029 Notes”) and on December 3, 2024, the Company issued an additional $150,000 in aggregate principal amount of 2029 Notes under the same terms as the original issuance, other than the issue date and the issue price. As of both December 31, 2025 and September 30, 2025, the outstanding aggregate principal amount of the 2029 Notes was $750,000. The 2029 Notes bear interest at a rate of 6.000% per year payable semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2024. The 2029 Notes mature on July 15, 2029.
The 2029 Notes are the Company’s general unsecured obligations that rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the 2029 Notes; equal in right of payment to the Company’s existing and future indebtedness or other obligations that are not so subordinated or junior; effectively junior to any of the Company’s secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities.
At any time or from time to time, the Company could redeem some or all of the 2029 Notes at a redemption price equal to the greater of (1) 100% of the principal amount of the 2029 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on the 2029 Notes on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 35 basis points less interest accrued to the date of redemption. If the Company redeems any 2029 Notes on or after June 15, 2029 (the date falling one month prior to the maturity date of the 2029 Notes), the redemption price for the 2029 Notes will be equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2029 Notes.
On January 29, 2024 and November 25, 2024, the Company entered into interest rate swap agreements on the 2029 Notes with SMBC and Macquarie, respectively, as counterparties. Under the terms of the agreement with SMBC, the Company (i) receives a fixed rate of 6.248% and (ii) pays SMBC a rate of one-month Term SOFR + 2.444% on the first $600,000 of 2029 Notes. Under the terms of the agreement with Macquarie, the Company (i) receives a fixed rate of 5.881% and (ii) pays Macquarie a floating interest rate of three-month Term SOFR + 2.012% on the second $150,000 of the 2029 Notes. The Company designated these interest rate swap as effective hedge accounting instruments. The total notional amount of both swap agreements is $750,000 and both agreements terminate on
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
June 15, 2029. The carrying value of the 2029 Notes is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship. See Note 5 for additional information.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest and facility fees, annualized average stated interest rates and average outstanding balances for the 2029 Notes were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
11,250
$
9,700
Net contractual interest rate swap expense
558
1,697
Net (gain)/loss related to the fair value hedge
10
(2,747)
Accretion of discounts on notes issued
275
301
Amortization of debt issuance costs
437
360
Total interest and other debt financing expenses
$
12,530
$
9,311
Cash paid (received) for interest expense (1)
$
2,426
$
—
Annualized average contractual interest rate swap and stated interest rate
6.2
%
7.0
%
Average outstanding balance
$
750,000
$
647,283
(1)Includes cash paid or received for contractual interest rate swaps, which may have different contractual settlement dates among the (i) fixed interest leg, (ii) floating interest leg and (iii) the 2029 Notes.
Adviser Revolver: The Company has entered into the Adviser Revolver with the Investment Adviser pursuant to which, as of both December 31, 2025 and September 30, 2025, the Company was permitted to borrow up to $300,000. On June 13, 2025, the Company amended the Adviser Revolver to, among other things, increase the borrowing capacity under the Adviser Revolver from $200,000 to $300,000, extend the maturity date to June 13, 2032, and amend the rate that interest accrues on each loan from the short-term applicable federal rate to the mid-term applicable federal rate. The Adviser Revolver bears an interest rate equal to the mid-term Applicable Federal Rate (“AFR”). The mid-term AFR as of December 31, 2025 was 3.7%.
As of December 31, 2025, the Company had no outstanding debt under the Adviser Revolver. As of September 30, 2025, the Company had outstanding debt of $39,200 under the Adviser Revolver.
For the three months ended December 31, 2025 and 2024, the components of interest expense, cash paid for interest, annualized average stated interest rates and average outstanding balances for the Adviser Revolver were as follows:
Three months ended December 31,
2025
2024
Stated interest expense
$
14
$
—
Cash paid for interest expense
57
—
Annualized average stated interest rate
3.8
%
N/A
Average outstanding balance
$
1,429
$
—
For the three months ended December 31, 2025 and 2024, the average total debt outstanding was $4,883,160 and $4,770,126, respectively.
For the three months ended December 31, 2025 and 2024, the effective average interest rate, which includes amortization of debt financing costs, accretion of discounts and amortization of premiums on notes issued, non-usage facility fees and the net contractual interest rate swap expense on the 2028 and 2029 Notes but excluding the net gain/(loss) related to the fair value hedges associated with the 2028 and 2029 Notes and interest rate swaps, on the Company's total debt was 5.4% and 6.2%, respectively.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
A summary of the Company’s maturity requirements for borrowings as of December 31, 2025 is as follows:
Payments Due by Period
Total
Less Than 1 Year
1 – 3 Years
3 – 5 Years
More Than 5 Years
2024 Debt Securitization
$
1,364,000
$
—
$
—
$
—
$
1,364,000
JPM Credit Facility
1,115,726
—
—
1,115,726
—
2026 Notes(1)
599,658
599,658
—
—
—
2027 Notes(1)
349,177
—
349,177
—
—
2028 Notes(1)(2)
719,100
—
719,100
—
—
2029 Notes(1)(2)
755,415
—
—
755,415
—
Total borrowings
$
4,903,076
$
599,658
$
1,068,277
$
1,871,141
$
1,364,000
(1) Represents principal outstanding plus unamortized premium and / or unaccreted original issue discount.
(2) Carrying value is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship. See Note 5 for additional information.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 8. Commitments and Contingencies
Commitments: As of December 31, 2025, the Company had outstanding commitments to fund investments totaling $815,876, including $242,152 of commitments on undrawn revolvers. As of September 30, 2025, the Company had outstanding commitments to fund investments totaling $927,887, including $252,574 of commitments on undrawn revolvers.
Indemnifications: In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties that provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as these involve future claims against the Company that have not occurred. The Company expects the risk of any future obligations under these indemnifications to be remote.
Off-balance sheet risk: Off-balance sheet risk refers to an unrecorded potential liability that could result in a future obligation or loss, even though it does not appear on the Consolidated Statements of Financial Condition. The Company has entered and, in the future, could again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. Refer to Note 5 for outstanding forward currency contracts and interest rate swap agreements as of December 31, 2025 and September 30, 2025. Derivative instruments can be affected by market conditions, such as interest rate and foreign currency volatility, which could impact the fair value of the derivative instruments. If market conditions move against the Company, it could not achieve the anticipated benefits of the derivative instruments and could realize a loss. The Company minimizes market risk through monitoring its investments and borrowings.
Concentration of credit and counterparty risk: Credit risk arises primarily from the potential inability of counterparties to perform in accordance with the terms of the contract. The Company has engaged and, in the future, may engage again in derivative transactions with counterparties. In the event that the counterparties do not fulfill their obligations, the Company could be exposed to risk. The risk of default depends on the creditworthiness of the counterparties or issuers of the instruments. The Company’s maximum loss that it could incur related to counterparty risk on its derivative instruments is the value of the collateral for that respective derivative instrument. It is the Company’s policy to review, as necessary, the credit standing of each counterparty.
Legal proceedings: In the normal course of business, the Company is subject to legal and regulatory proceedings that are generally incidental to its ongoing operations. While there can be no assurance of the ultimate disposition of any such proceedings, the Company does not believe any disposition will have a material adverse effect on the Company’s consolidated financial statements.
Note 9. Financial Highlights
The financial highlights for the Company are as follows:
Three months ended December 31,
Per share data:(1)
2025
2024
Net asset value at beginning of period
$
14.97
$
15.19
Net increase in net assets as a result of issuance of DRIP shares
—
0.00
(2)
Net increase in net assets as a result of repurchases of shares
0.01
0.00
Distributions declared:
From net investment income - after tax
(0.39)
(0.48)
Net investment income - after tax
0.36
0.37
Net realized gain (loss) on investment transactions
(0.01)
(0.11)
Net realized gain (loss) on extinguishment of debt
—
0.00
(2)
Net change in unrealized appreciation (depreciation) on investment transactions(3)
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Three months ended December 31,
Listed below are supplemental data and ratios to the financial highlights:
2025
2024
Ratio of net investment income - after tax to average net assets*
9.60%
9.52%
Ratio of total expenses to average net assets*(5)
9.84%
10.94%
Ratio of incentive fees to average net assets(5)
0.44%
0.45%
Ratio of income and excise taxes to average net assets(5)
0.00%
(0.01)%
Ratio of net expenses (without incentive fees) to average net assets*(5)
9.40%
10.49%
Total return based on average net asset value(6)
1.65%
2.77%
Total return based on average net asset value - annualized(6)
6.54%
10.98%
Net assets at end of period
$3,909,154
$4,017,544
Average debt outstanding
$4,883,160
$4,770,126
Average debt outstanding per share
$18.54
$17.97
Portfolio turnover*
7.85%
21.33%
Asset coverage ratio(7)
178.94%
180.82%
Asset coverage ratio per unit(8)
$1,789
$1,808
Average market value per unit:(9)
2018 Debt Securitization
—
N/A
GCIC 2018 Debt Securitization
—
N/A
GBDC 3 2021 Debt Securitization
—
N/A
GBDC 3 2022 Debt Securitization
—
N/A
GBDC 3 2022-2 Debt Securitization
—
N/A
2024 Debt Securitization
N/A
N/A
GBDC 3 DB Credit Facility
—
N/A
JPM Credit Facility
N/A
N/A
2026 Notes
$985
$951
2027 Notes
$968
$927
2028 Notes
$1,052
$1,043
2029 Notes
$1,020
$993
Adviser Revolver
N/A
N/A
*Annualized for periods less than one year, unless otherwise noted.
(1)Based on actual number of shares outstanding at the end of the corresponding period or the weighted average shares outstanding for the period, unless otherwise noted, as appropriate.
(2)Represents an amount less than $0.01.
(3)Includes the impact of different share amounts as a result of calculating certain per share data based on weighted average shares outstanding during the period and certain per share data based on the shares outstanding at the end of the period and as of the dividend record date.
(4)Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
(5)Incentive fees and excise taxes are not annualized in the calculation.
(6)Total return based on average net asset value is calculated as (a) the net increase (decrease) in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
(7)Effective February 6, 2019, in accordance with Section 61(a)(2) of the 1940 Act, with certain limited exceptions, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing (excluding the Company's SBA debentures pursuant to exemptive relief received by the Company from the SEC). Prior to February 6, 2019, in accordance with the 1940 Act, with certain limited exceptions, the Company was allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing (excluding the Company's SBA debentures pursuant to exemptive relief received by the Company from the SEC).
(8)Asset coverage ratio per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, to the aggregate amount of senior securities representing indebtedness. Asset coverage ratio per unit is expressed in terms of dollar amounts per $1,000 of indebtedness.
(9)Not applicable since such senior securities are not registered for public trading, with the exception of the 2026 Notes, 2027 Notes, 2028 Notes and 2029 Notes. The average market value per unit calculated for the 2026 Notes, 2027 Notes, 2028 Notes and 2029 Notes is based on the average monthly prices of such notes and is expressed in terms of dollar amounts per $1,000 of indebtedness.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 10. Earnings Per Share
The following information sets forth the computation of the net increase in net assets per share resulting from operations for the three months ended December 31, 2025 and 2024:
Three months ended December 31,
2025
2024
Earnings available to stockholders
$
65,246
$
111,314
Basic and diluted weighted average shares outstanding
263,678,730
264,343,512
Basic and diluted earnings per share
$
0.25
$
0.42
Note 11. Common Stock Transactions
On October 6, 2023, the Company entered into the 2023 Equity Distribution Agreement, which provides that the Company may, from time to time, issue and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $288,043 in an “at the market offering,” as defined in Rule 415 under the Securities Act of 1933, as amended (the “ATM Program”).
For the three months ended December 31, 2025 and 2024, the Company did not issue any common stock under the ATM Program.
On August 1, 2025, the Board re-approved the Program to repurchase up to $150,000 of the Company’s common stock, exclusive of shares repurchased prior to the date of such authorization. Under the Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. As of December 31, 2025, the repurchased shares have been retired and returned to the status of authorized but unissued shares of GBDC Common Stock.
For the three months ended December 31, 2025, Wells Fargo Securities, LLC, as broker, had repurchased 2,623,298 shares of the Company’s common stock pursuant to the Program at an average price of $13.69 per share for an aggregate purchase price of approximately $35,907.
For the three months ended December 31, 2025, repurchases under the Program were as follows:
Month Purchased
Total Number of Shares Repurchased
Average Price Paid Per Share
Approximate Dollar Value of Shares that have been Purchased Under the Plan
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan
October 1 - 31, 2025
2,540,542
$
13.69
$
34,792
$
110,043
December 1 - 31, 2025
82,756
$
13.47
$
1,115
$
108,928
Total
2,623,298
$
13.69
$
35,907
$
108,928
There were no repurchases under the Program for the three months ended December 31, 2024.
On February 21, 2025, the Company filed an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of capital stock of the Company from 351,000,000 shares to 501,000,000 shares, consisting of 500,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.001 per share (the “Certificate of Incorporation Amendment”). The Certificate of Incorporation Amendment became effective immediately upon filing.
Notes to Consolidated Financial Statements (unaudited)
(In thousands, except shares and per share data)
Note 12. Dividends and Distributions
The Company’s dividends and distributions are recorded on the ex-dividend date. The following table summarizes the Company’s dividend declarations and distributions during the three months ended December 31, 2025 and 2024:
Date Declared
Record Date
Payment Date
Amount Per Share
Cash Distribution
DRIP Shares Issued
DRIP Shares Value
For the three months ended December 31, 2025
11/14/2025
12/15/2025
12/30/2025
$
0.39
$
84,480
—
$
18,272
(1)
For the three months ended December 31, 2024
06/02/2024
11/29/2024
12/13/2024
$
0.05
$
10,760
—
$
2,454
(2)
11/14/2024
11/29/2024
12/13/2024
$
0.04
$
8,607
—
$
1,964
(3)
11/14/2024
12/09/2024
12/27/2024
$
0.39
$
84,514
1,221,469
$
18,554
(1)In accordance with the Company’s DRIP, 1,347,354 shares of the Company's stock were purchased in the open market at an average price of $13.56 and were allocated to stockholders of the Company participating in DRIP.
(2)In accordance with the Company’s DRIP, 162,709 shares of the Company's stock were purchased in the open market at an average price of $15.08 and were allocated to stockholders of the Company participating in DRIP.
(3)In accordance with the Company’s DRIP, 130,168 shares of the Company’s stock were purchased in the open market at an average price of $15.08 and were allocated to stockholders of the Company participating in DRIP.
Note 13. Subsequent Events
In preparing these consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:
On February 2, 2026, the Company’s Board declared a quarterly distribution of $0.33 per share payable on March 30, 2026 to holders of record as of March 13, 2026.
For the period of January 1, 2026 through February 4, 2026, Wells Fargo Securities, LLC, as broker, has repurchased 156,604 shares of the Company’s common stock pursuant to the Program (as defined in Note 2) for an aggregate purchase price of approximately $2,067 at an average price of $13.20 per share.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information contained in this section should be read in conjunction with our unaudited interim consolidated financial statements and related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In this report, “we,” “us,” “our” and “Golub Capital BDC” refer to Golub Capital BDC, Inc. and its consolidated subsidiaries.
Forward-Looking Statements
Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including statements as to:
•our future operating results;
•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives due to disruptions, including, without limitation, those caused by global health pandemics, or other large scale events;
•the effect of investments that we expect to make and the competition for those investments;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with GC Advisors LLC, or GC Advisors, and other affiliates of Golub Capital LLC, or collectively, Golub Capital;
•the dependence of our future success on the general economy and its effect on the industries in which we invest;
•the ability of our portfolio companies to achieve their objectives;
•the use of borrowed money to finance a portion of our investments;
•the adequacy of our financing sources and working capital;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•general economic and political trends and other external factors;
•changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets that could result in changes to the value of our assets;
•elevated levels of inflation, and its impact on us, on our portfolio companies and on the industries in which we invest;
•the ability of GC Advisors to locate suitable investments for us and to monitor and administer our investments;
•the ability of GC Advisors or its affiliates to attract and retain highly talented professionals;
•the ability of GC Advisors to continue to effectively manage our business due to disruptions, including those caused by global health pandemics, or other large scale events;
•turmoil in Ukraine, Russia and the Middle East, including sanctions related to such turmoil, and the potential for volatility in energy prices and other supply chain issues and any impact on the industries in which we invest;
•our ability to qualify and maintain our qualification as a regulated investment company, or RIC, and as a business development company;
•the impact of information technology systems and systems failures, including data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
•general price and volume fluctuations in the stock markets;
•the impact on our business of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank, and the rules and regulations issued thereunder and any actions toward repeal thereof; and
•the effect of changes to tax legislation and our tax position.
Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward-looking statements contained in this
Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2025
We have based the forward-looking statements included in this report on information available to us on the date of this report. Actual results could differ materially from those anticipated in our forward-looking statements and future results could differ materially from historical performance. You are advised to consult any additional disclosures that we make directly to you or through reports that we have filed or in the future file with the Securities and Exchange Commission, or the SEC, including Annual Reports on Form 10-K, Registration Statements on Form N-2, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This Quarterly Report on Form 10-Q contains statistics and other data that have been obtained from or compiled from information made available by third-party service providers. We have not independently verified such statistics or data.
We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. As a business development company and a RIC, we are also subject to certain constraints, including limitations imposed by the 1940 Act and the Code.
Our shares are currently listed on The Nasdaq Global Select Market under the symbol “GBDC.”
Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $90.0 billion in capital under management(1) as of January 1, 2026, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.
Our investment activities are managed by GC Advisors and supervised by our board of directors of which a majority of the members are independent of us, GC Advisors and its affiliates.
Under an investment advisory agreement, or the Investment Advisory Agreement, we have agreed to pay GC Advisors an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. The Investment Advisory Agreement was most recently approved by our board of directors in May 2025. Under an administrative agreement, or the Administration Agreement, we are provided with certain administrative services by an administrator, or the Administrator, which is currently Golub Capital LLC. Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement.
We seek to create a portfolio that includes primarily one stop and other senior secured loans by primarily investing approximately $10.0 million to $85.0 million of capital, on average, in the securities of U.S. middle-market companies. We also selectively invest more than $85.0 million in some of our portfolio companies and generally expect that the size of our individual investments will vary proportionately with the size of our capital base.
We generally invest in securities that have been rated below investment grade by independent rating agencies or that would be rated below investment grade if they were rated. These securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. In addition, many of our debt investments have floating interest rates that reset on a periodic basis and typically do not fully pay down principal prior to maturity, which could increase our risk of losing part or all of our investment.
As of December 31, 2025 and September 30, 2025, our portfolio at fair value was comprised of the following:
As of December 31, 2025
As of September 30, 2025
Investment Type
Investments at Fair Value (In thousands)
Percentage of Total Investments
Investments at Fair Value (In thousands)
Percentage of Total Investments
Senior secured
$
414,507
4.8
%
$
442,477
5.0
%
One stop
7,531,078
87.1
7,615,809
86.8
Second lien
21,819
0.3
26,409
0.3
Subordinated debt
39,200
0.5
38,412
0.5
Equity
632,627
7.3
646,282
7.4
Total
$
8,639,231
100.0
%
$
8,769,389
100.0
%
(1)“Capital under management” is a gross measure of invested capital including leverage as of January 1, 2026.
One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as recurring revenue loans. Other targeted characteristics of recurring revenue businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of December 31, 2025 and September 30, 2025, one stop loans included $748.4 million and $771.9 million, respectively, of recurring revenue loans at fair value.
As of December 31, 2025 and September 30, 2025, we had debt and equity investments in 420 and 417 portfolio companies, respectively.
The following table shows the weighted average annualized income yield and weighted average annualized investment income yield of both our earning and total portfolio company investments, which represented nearly 100% of our debt investments, as well as the annualized total return based on (i) our average net asset value, (ii) our average net asset value per share, and (iii) the change in the quoted market price of our stock and assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case for three months ended December 31, 2025, September 30, 2025 and December 31, 2024:
For the three months ended
December 31, 2025
September 30, 2025
December 31, 2024
Weighted average income yield(1)*
9.7%
10.1%
10.9%
Weighted average investment income yield(2)*
10.0%
10.4%
11.2%
Weighted average income yield of total investments(3)*
9.2%
9.6%
10.4%
Weighted average investment income yield of total investments(4)*
9.5%
10.0%
10.7%
Total return based on average net asset value(5)*
6.5%
9.5%
11.0%
Total return based on net asset value per share(6)*
6.7%
9.6%
11.1%
Total return based on market value(7)*
2.0%
(3.9)%
3.5%
*Annualized for periods less than one year.
(1)Represents income from interest, fees, interest earned on cash, accrued PIK and non-cash dividend income, excluding amortization of capitalized fees, discounts and purchase premium (as described in Note 2 of the consolidated financial statements), divided by the daily average fair value of earning portfolio company investments, and does not represent a return to any investor in us.
(2)Represents income from interest, fees, interest earned on cash, accrued PIK and non-cash dividend income and amortization of capitalized fees and discounts, excluding amortization of purchase premium (as described in Note 2 of the consolidated financial statements), divided by the daily average fair value of earning portfolio company investments, and does not represent a return to any investor in us.
(3)Represents income from interest, fees, interest earned on cash, accrued PIK and non-cash dividend income, excluding amortization of capitalized fees, discounts and purchase premium (as described in Note 2 of the consolidated financial statements), divided by the daily average total fair value of portfolio company investments, and does not represent a return to any investor in us.
(4)Represents income from interest, fees, interest earned on cash, accrued PIK and non-cash dividend income and amortization of capitalized fees and discounts, excluding amortization of purchase premium (as described in Note 2 of the consolidated financial statements), divided by the daily average total fair value of portfolio company investments, and does not represent a return to any investor in us.
(5)Total return based on average net asset value is calculated as (a) the net increase/(decrease) in net assets resulting from operations divided by (b) the daily average of total net assets. Total return does not include sales load.
(6)Total return based on net asset value per share is calculated as (a) net income per share for the period, (b) divided by net asset value per share as of the end of the period. Total return does not include sales load.
(7)Total return based on market value assumes distributions are reinvested in accordance with the DRIP. Total return does not include sales load.
Revenues: We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, one stop, second lien or subordinated loans, typically have a term of three to seven years and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities.
In some cases, our investments provide for deferred interest payments or PIK interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date.
In addition, we generate revenue in the form of commitment, origination, amendment, structuring or due diligence fees, fees for providing managerial assistance, administrative agent fees and consulting fees. Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts as interest income. We record prepayment premiums on loans as fee income. For additional details on revenues, see “Critical Accounting Policies—Revenue Recognition.” We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment or derivative instrument, without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments and derivative instruments that are measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in the Consolidated Statements of Operations.
Expenses: Our primary operating expenses include the payment of fees to GC Advisors under the Investment Advisory Agreement and interest expense on our outstanding debt. We bear all other out-of-pocket costs and expenses of our operations and transactions, including:
•calculating our net asset value, or NAV (including the cost and expenses of any independent valuation firm);
•fees and expenses incurred by GC Advisors payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for us and in monitoring our investments and performing due diligence on our prospective portfolio companies or otherwise relating to, or associated with, evaluating and makinginvestments, which fees and expenses include, among other items, due diligence reports, appraisal reports, any studies commissioned by GC Advisors and travel and lodging expenses;
•expenses related to unsuccessful portfolio acquisition efforts;
•offerings of our common stock and other securities;
•administration fees and expenses, if any, payable under the Administration Agreement (including payments based upon our allocable portion of the Administrator’s overhead in performing its obligations under the Administration Agreement, including rent and the allocable portion of the cost of our chief compliance officer, chief financial officer and their respective staffs);
•fees payable to third parties, including agents, consultants or other advisors, relating to, or associated with, evaluating and making investments in portfolio companies, including costs associated with meeting financial sponsors;
•transfer agent, dividend agent and custodial fees and expenses;
•U.S. federal and state registration and franchise fees;
•all costs of registration and listing our shares on any securities exchange;
•U.S. federal, state and local taxes;
•independent directors’ fees and expenses;
•costs of preparing and filing reports or other documents required by the SEC or other regulators;
•costs of any reports, proxy statements or other notices to stockholders, including printing costs;
•costs associated with individual or group stockholders;
•costs associated with compliance under the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
•our allocable portion of any fidelity bond, directors and officers/errors and omissions liability insurance, and any other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs;
•proxy voting expenses; and
•all other expenses incurred by us or the Administrator in connection with administering our business.
We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.
Prior to the redemption of the 2018 Notes and termination of the documents governing the 2018 Debt Securitization on November 18, 2024, GC Advisors served as collateral manager for the 2018 Issuer under a collateral management agreement, or the 2018 Collateral Management Agreement, and was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which was payable in arrears on each payment date. Under the 2018 Collateral Management Agreement, the term "collection period" referred to the period commencing on the third business day prior to the preceding payment date and ending on (but excluding) the third business day prior to such payment date.
Prior to the redemption of the GCIC 2018 Notes and the termination of the documents governing the GCIC 2018 Debt Securitization, GC Advisors served as collateral manager for Golub Capital Investment Corporation CLO II LLC, or the GCIC 2018 Issuer, under a collateral management agreement, or the GCIC 2018 Collateral Management Agreement, and was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GCIC 2018 Issuer at the beginning of the collection period relating to each payment date, which was payable in arrears on each payment date. Under the 2018 GCIC Collateral Management Agreement, the term “collection period” generally referred to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date.
Prior to the redemption of the GBDC 3 2021 Notes and the termination of the documents governing the GBDC 3 2021 Debt Securitization, GC Advisors served as collateral manager for our indirect, wholly owned, consolidated subsidiary, Golub Capital BDC 3 CLO 1 LLC, or the GBDC 3 2021 Issuer, under a collateral management agreement, or the GBDC 3 2021 Collateral Management Agreement, and was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GBDC 3 2021 Issuer at the beginning of the collection period relating to each payment date, which was payable in arrears on each payment date. Under the GBDC 3 2021 Collateral Management Agreement, the term “collection period” referred to the period commencing on the tenth business day prior to the preceding payment date and ending on (but excluding) the tenth business day prior to such payment date.
Prior to the redemption of the GBDC 3 2022-2 Notes and the termination of the documents governing the GBDC 3 2022-2 Debt Securitization, GC Advisors served as collateral manager for our indirect, wholly owned, consolidated subsidiary, Golub Capital BDC 3 CLO 2 LLC, or the GBDC 3 2022-2 Issuer, under a collateral management agreement, or the GBDC 3 2022-2 Collateral Management Agreement, and was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GBDC 3 2022-2 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the GBDC 3 2022-2 Collateral Management Agreement, the term “collection period” referred to the period commencing on the tenth business day prior to the preceding payment date and ending on (but excluding) the tenth business day prior to such payment date.
Prior to the redemption of the GBDC 3 2022 Notes and the termination of the documents governing the GBDC 3 2022 Debt Securitization, GC Advisors served as collateral manager for our indirect, wholly owned, consolidated subsidiary, Golub Capital BDC 3 ABS 2022-1 LLC, or the GBDC 3 2022 Issuer, under a collateral management agreement, or the GBDC 3 2022 Collateral Management Agreement, and was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GBDC 3 2022 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the GBDC 3 2022 Collateral Management Agreement, the term “collection period” relating to any payment date, referred to the period commencing on the tenth business day prior to the preceding payment date and ending on (but excluding) the tenth business day prior to such payment date.
GC Advisors, as collateral manager for our indirect, wholly owned, consolidated subsidiary, Golub Capital BDC CLO 8 LLC, or the 2024 Issuer, under a collateral management agreement, or the 2024 Issuer Collateral Management Agreement, is entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the 2024 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the 2024 Issuer Collateral Management Agreement, the term “collection period” refers to the period commencing on the third business day prior to the preceding payment date and ending on (but excluding) the third business day prior to such payment date.
Collateral management fees are paid directly by the 2018 Issuer, GCIC 2018 Issuer, GBDC 3 2021 Issuer, GBDC 3 2022 Issuer, GBDC 2 2022-2 Issuer and the 2024 Issuer and are offset against the management fees payable under the Investment Advisory Agreement. These fees include structuring and placement fees paid by the 2018 Issuer to
Morgan Stanley & Co. LLC for its services in connection with the structuring of the 2018 Debt Securitization and by the 2024 Issuer to Deutsche Bank Securities Inc. for its services in connection with the structuring of the 2024 Debt Securitization. Before we acquired the GCIC 2018 Issuer as part of the GCIC Merger, the GCIC 2018 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring of the GCIC 2018 Debt Securitization. Before we acquired the GBDC 3 2021 Issuer as a part of the GBDC 3 Merger, the GBDC 3 2021 Issuer paid Deutsche Bank AG, New York Branch, structuring and placement fees for its services in connection with the structuring of each of the GBDC 3 2021 Debt Securitization and the GBDC 3 2022 Debt Securitization (as defined in Note 7 of our consolidated financial statements). Before we acquired the GBDC 3 2022-2 Issuer as a part of the GBDC 3 Merger, the GBDC 3 2022-2 Issuer paid GreensLedge Capital Markets LLC and KeyBanc Capital Markets Inc. structuring and placement fees for its services in connection with the structuring of the GBDC 3 2022-2 Debt Securitization (as defined in Note 7 of our consolidated financial statements).Term debt securitizations are also known as CLOs, and are a form of secured financing incurred by us, which are consolidated by us and subject to our overall asset coverage requirement. The 2018 Issuer, GCIC 2018 Issuer, GBDC 3 2021 Issuer, GBDC 3 2022 Issuer, GBDC 3 2022-2 Issuer and the 2024 Issuer also agreed to pay ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018 Debt Securitization, GCIC 2018 Debt Securitization, the GBDC 3 2021 Debt Securitization, the GBDC 3 2022 Debt Securitization, the GBDC 3 2022-2 Debt Securitization and the 2024 Debt Securitization and collectively the Debt Securitizations, as applicable.
We believe that these administrative expenses approximate the amount of ongoing fees and expenses that we would be required to pay in connection with a traditional secured credit facility. Our common stockholders indirectly bear all of these expenses.
On February 2, 2026, our Board declared a quarterly distribution of $0.33 per share, which is payable on March 30, 2026 to holders of record as of March 13, 2026.
On February 2, 2026, our Board appointed Timothy J. Topicz, 41, as our Chief Operating Officer, effective immediately. Mr. Topicz joined Golub Capital in 2022 and is a Director in its Investor Partners Group. He is responsible for the program management of the BDC business for the firm. Mr. Topicz has been an officer of the Company since February 2023 and also currently serves as Chief Operating Officer of Golub Capital Direct Lending Corporation, Golub Capital Direct Lending Unlevered Corporation, Golub Capital BDC 4, Inc., Golub Capital Private Credit Fund, Golub Capital Private Income Fund S, and Golub Capital Private Income Fund I, each a business development company whose investment adviser is GC Advisors. Prior to joining Golub Capital, Mr. Topicz was a Vice President in the Financial Institutions Investment Banking group at Wells Fargo Securities, where he led the firm’s investment banking coverage effort for the business development company sector. Mr. Topicz earned his BS with honors in Business Administration and Finance from The Ohio State University and his MBA from the University of Chicago Booth School of Business. He is a CFA® Charterholder.
Mr. Topicz (i) does not have a family relationship with any members of our Board or other executive officers; (ii) does not have a material interest in any transaction in which we were or are a participant, since the beginning of our last fiscal year; and (iii) has not entered into, nor expects to enter into, any material plan, contract, arrangement, grant or award in connection with his appointment as our Chief Operating Officer.
For the period of January 1, 2026 through February 4, 2026, Wells Fargo Securities, LLC, as broker, has repurchased 156,604 shares of our common stock pursuant to the Program (as defined in Note 2 of our consolidated financial statements) for an aggregate purchase price of approximately $2.1 million at an average price of $13.20 per share.
In addition to our analysis of the year-to-date reporting period compared to the year-to-date prior periods, we are presenting our analysis for the reporting quarter compared to the immediately preceding quarter as we believe this comparison will provide a more meaningful analysis of our business as our results are largely driven by market changes, not seasonal business activity.
Consolidated operating results for three months ended December 31, 2025, September 30, 2025 and December 31, 2024 are as follows:
Three months ended
Variances
Variances
December 31, 2025
September 30, 2025
December 31, 2024
December 31, 2025 vs. September 30, 2025
December 31, 2025 vs December 31, 2024
(In thousands)
Interest income
$
180,380
$
190,877
$
200,035
$
(10,497)
$
(19,655)
Payment-in-kind interest income
14,519
13,746
11,016
773
3,503
Discount Amortization
6,544
6,925
6,255
(381)
289
Acquisition purchase premium amortization
(3,168)
(3,543)
(5,686)
375
2,518
Non-cash dividend income
7,034
7,616
7,264
(582)
(230)
Dividend income
585
443
1,223
142
(638)
Fee income
1,113
1,777
593
(664)
520
Total investment income
207,007
217,841
220,700
(10,834)
(13,693)
Total net expenses
111,249
117,076
124,585
(5,827)
(13,336)
Net investment income before taxes
95,758
100,765
96,115
(5,007)
(357)
Income and excise taxes
—
—
(475)
—
475
Net investment income after taxes
95,758
100,765
96,590
(5,007)
(832)
Net realized gain (loss) on investment transactions excluding purchase premium
(3,789)
(33,252)
(27,803)
29,463
24,014
Net realized gain (loss) on investment transactions due to purchase premium
(49)
(208)
(52)
159
3
Net change in unrealized appreciation (depreciation) on investment transactions excluding purchase premium
(29,891)
25,080
36,837
(54,971)
(66,728)
Net change in unrealized appreciation (depreciation) on investment transactions due to purchase premium
3,217
3,751
5,738
(534)
(2,521)
Net gain (loss) on investment transactions
(30,512)
(4,629)
14,720
(25,883)
(45,232)
Net realized gain (loss) on extinguishment of debt
—
—
(48)
—
48
(Provision) benefit for taxes on unrealized appreciation on investments
—
154
52
(154)
(52)
Net increase (decrease) in net assets resulting from operations
$
65,246
$
96,290
$
111,314
$
(31,044)
$
(46,068)
Average earning debt investments, at fair value
$
8,048,361
$
8,160,711
$
7,727,320
$
(112,350)
$
321,041
Average earning preferred equity investments, at fair value
$
230,264
$
247,202
$
235,868
$
(16,938)
$
(5,604)
Net income can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, comparisons of operating results may not be meaningful.
On September 16, 2019, and June 3, 2024, we completed our acquisitions of GCIC and GBDC 3, respectively. Each acquisition was accounted for under the asset acquisition method of accounting in accordance with Accounting Standards Codification, or ASC, 805-50, Business Combinations — Related Issues. Under asset acquisition accounting, where the consideration paid to GCIC and GBDC 3’s stockholders exceeded the relative fair values of the assets acquired and liabilities assumed, the premium paid by us was allocated to the cost of the GCIC and GBDC 3 investments acquired by us pro-rata based on their relative fair value. Immediately following each acquisition of GCIC and GBDC 3, we recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the GCIC and GBDC 3 assets acquired was immediately recognized as unrealized depreciation on our Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities will amortize over the life of the loans through interest income with a corresponding reversal of the unrealized depreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and,
assuming no subsequent change to the fair value of the equity securities acquired from GCIC and GBDC 3 and disposition of such equity securities at fair value, we will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the equity securities acquired.
As a supplement to our GAAP financial measures, we have provided the following non-GAAP financial measures that we believe are useful for the reasons described below:
•“Adjusted Net Investment Income” - excludes the amortization of the purchase price premium from net investment income calculated in accordance with GAAP;
•“Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee” - Adjusted Net Investment Income excluding the accrual or reversal for the capital gain incentive fee under GAAP;
•“Adjusted Net Realized and Unrealized Gain/(Loss)” - excludes the unrealized loss resulting from the purchase premium write-down and the corresponding reversal of the unrealized loss resulting from the amortization of the premium on loans or from the sale of equity investments from the determination of realized and unrealized gain/(loss) determined in accordance with GAAP; and
•“Adjusted Net Income” – calculates net income and earnings per share based on Adjusted Net Investment Income and Adjusted Net Realized and Unrealized Gain/(Loss).
Three months ended
December 31, 2025
September 30, 2025
December 31, 2024
(In thousands)
Net investment income after taxes
$
95,758
$
100,765
$
96,590
Add: Acquisition purchase premium amortization
3,168
3,543
5,686
Adjusted Net Investment Income
$
98,926
$
104,308
$
102,276
Net gain (loss) on investment transactions
$
(30,512)
$
(4,629)
$
14,720
Add: Realized loss on investment transactions due to purchase premium
49
208
52
Less: Net change in unrealized appreciation on investment transactions due to purchase premium and purchase premium write-down
(3,217)
(3,751)
(5,738)
Adjusted Net Realized and Unrealized Gain/(Loss)
$
(33,680)
$
(8,172)
$
9,034
Net increase (decrease) in net assets resulting from operations
$
65,246
$
96,290
$
111,314
Add: Acquisition purchase premium amortization
3,168
3,543
5,686
Add: Realized loss on investment transactions due to purchase premium
49
208
52
Less: Net change in unrealized appreciation on investment transactions due to purchase premium and purchase premium write-down
(3,217)
(3,751)
(5,738)
Adjusted Net Income
$
65,246
$
96,290
$
111,314
We believe that excluding the financial impact of the purchase premium in the above non-GAAP financial measures is useful for investors as this is a non-cash expense/loss and is one method we use to measure our results of operations. In addition, we believe that providing the Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee is a useful non-GAAP financial measure as such accrual is not contractually payable under the terms of the Investment Advisory Agreement.
Although these non-GAAP financial measures are intended to enhance investors’ understanding of our business and performance, these non-GAAP financial measures should not be considered an alternative to GAAP.
Investment income decreased from the three months ended September 30, 2025 to the three months ended December 31, 2025 by $10.8 million, primarily due to a decrease in interest income as a result of (1) a decrease in the average earning debt investments balance of $112.4 million and (2) declining interest base rates. Investment income decreased from the three months ended December 31, 2024 to the three months ended December 31, 2025 by $13.7 million, primarily due to a decrease in interest income as a result of declining interest base rates and, to a lesser extent, spread compression on new and amended debt investments that was partially offset by interest income earned on an increase in the average earning debt investments balance of $321.0 million.
The annualized income yield by debt security type for three months ended December 31, 2025, September 30, 2025 and December 31, 2024 are as follows:
Three months ended
December 31, 2025
September 30, 2025
December 31, 2024
Senior secured
9.4%
9.7%
10.5%
One stop
9.6%
9.9%
10.7%
Second lien
13.3%
13.3%
13.6%
Subordinated debt
13.4%
13.3%
13.8%
Income yields on senior secured and one stop loans decreased for the three months ended December 31, 2025 as compared to the three months ended September 30, 2025 and for the three months ended December 31, 2025 as compared to the three months ended December 31, 2024, primarily due to declining interest base rates. Our loan portfolio is partially insulated from a drop in floating interest rates, as 97.9% of the loan portfolio at fair value is subject to an interest rate floor. As of December 31, 2025 and September 30, 2025, the weighted average base rate floor of our loans was 0.77% and 0.78%, respectively.
As of December 31, 2025, we have second lien investments in three portfolio companies and subordinated debt investments in seven portfolio companies as shown in the Consolidated Schedule of Investments. Due to the limited number of second lien and subordinated debt investments, income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment.
For additional details on investment yields and asset mix, refer to the “Liquidity and Capital Resources - Portfolio Composition, Investment Activity and Yield” section below.
The following table summarizes our expenses for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024:
Three months ended
Variances
Variances
December 31, 2025
September 30, 2025
December 31, 2024
December 31, 2025 vs. September 30, 2025
December 31, 2025 vs.
December 31, 2024
(In thousands)
Interest and other debt financing expenses
$
63,707
$
67,908
$
76,998
$
(4,201)
$
(13,291)
Amortization of debt issuance costs
2,607
2,458
2,645
149
(38)
Base management fee
22,115
22,514
21,581
(399)
534
Income Incentive fee
17,457
18,434
18,058
(977)
(601)
Professional fees
1,785
2,264
1,840
(479)
(55)
Administrative service fee
3,180
3,022
2,902
158
278
General and administrative expenses
398
476
561
(78)
(163)
Net expenses
$
111,249
$
117,076
$
124,585
$
(5,827)
$
(13,336)
Average debt outstanding
$
4,883,160
$
4,991,510
$
4,770,126
$
(108,350)
$
113,034
Interest Expense
Interest and other debt financing expenses net of amortization of debt issuance costs, decreased from the three months ended September 30, 2025 to the three months ended December 31, 2025 by $4.1 million, primarily due to a decrease in interest expense as a result of (1) a decrease in the average debt outstanding of $108.4 million and (2) lower interest base rates on our floating rate borrowings. Interest and other debt financing expenses, including amortization of debt issuance costs, decreased from the three months ended December 31, 2024 to the three months ended December 31, 2025 by $13.3 million, primarily due to reduced borrowing costs resulting from (i) the debt capital refinancings completed during the fiscal year 2025 first quarter, including the 2024 Debt Securitization issuance of $1.3 billion in notes which bear interest at a weighted-average rate of three-month SOFR + 1.58%, (ii) the April 2025 amendment to the JPM Credit Facility that reduced the applicable margin to a range of 1.525% to 1.775% from a range of 1.75% to 1.875% and (iii) decreasing interest base rates on our floating rate borrowings that was partially offset by (1) increased interest expense due to an increase in average debt outstanding of $113.0 million and (2) $4.6 million of net unrealized losses related to the fair value hedge of the interest rate swaps on the 2028 and 2029 Notes recognized during the three months ended December 31, 2024. For more information about our outstanding borrowings for the three months ended December 31, 2025 and 2024, including the terms thereof, see Note 7 in the notes to our consolidated financial statements and the “Liquidity and Capital Resources” section below.
For the three months ended December 31, 2025, September 30, 2025 and December 31, 2024, the effective annualized average interest rate, which includes amortization of debt financing costs, amortization of discounts on notes issued and non-usage facility fees and the net contractual interest rate swap expense on the 2028 and 2029 Notes but excluding the net unrealized gain/(loss) related to the fair value hedges associated with the 2028 and 2029 Notes interest rate swaps, on our total debt was 5.4%, 5.6% and 6.2%, respectively. The effective annualized average interest rate decreased for the three months ended December 31, 2025 compared to the three months ended September 30, 2025 due to lower interest base rates on our floating rate borrowings. The effective annualized average interest rate decreased for the three months ended December 31, 2025 compared to the three months ended December 31, 2024 primarily due to reduced borrowing costs resulting from (1) the debt capital refinancing completed during fiscal year 2025, (2) the April 2025 amendment to the JPM Credit Facility that reduced the applicable margin and (3) decreasing interest base rates on our floating rate borrowings.
Management Fee
The base management fee decreased from the three months ended September 30, 2025 to the three months ended December 31, 2025 primarily due to a decrease in average adjusted gross assets from the three months ended September 30, 2025 to the three months ended December 31, 2025.
The base management fee increased from the three months ended December 31, 2024 to the three months ended December 31, 2025 primarily due to an increase in average adjusted gross assets from the three months ended December 31, 2024 to the three months ended December 31, 2025.
The incentive fee payable under the Investment Advisory Agreement consists of two parts: (1) the income component, or the Income Incentive Fee, and (2) the capital gains component, or the Capital Gain Incentive Fee.
The Income Incentive Fee decreased by $1.0 million from the three months ended September 30, 2025 to the three months ended December 31, 2025 primarily due to a decrease in Pre-Incentive Fee Net Investment Income. The Income Incentive Fee decreased by $0.6 million from the three months ended December 31, 2024 to the three months ended December 31, 2025 primarily due to a decrease in Pre-Incentive Fee Net Investment Income and a lower rate of return on the value of our net assets driven by a decrease in the investment income yield on our investment portfolio due to declining interest base rates and, with regards to the three months ended December 31, 2025 as compared to the three months ended September 30, 2025, a decrease in average adjusted gross assets. For each of the three months ended December 31, 2025, September 30, 2025 and December 31, 2024, we were fully through the Income Incentive Fee “catch-up” provision and the Income Incentive Fee was equal to 15% of Pre-Incentive Fee Net Investment Income.
As of December 31, 2025 and September 30, 2025, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement. In accordance with GAAP, we are required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. As of December 31, 2025 and September 30, 2025, there was no capital gain incentive fee accrual calculated in accordance with GAAP. Any payment due under the terms of the Investment Advisory Agreement is calculated in arrears at the end of each calendar year. No Capital Gain Incentive Fees as calculated under the Investment Advisory Agreement or any prior investment advisory agreements, as applicable, have been payable since December 31, 2018.
For additional details on unrealized appreciation and depreciation of investments, refer to the “NetRealized and Unrealized Gains and Losses” section below.
Professional Fees, Administrative Service Fee and General and Administrative Expenses
In total, professional fees, the administrative service fee and general and administrative expenses decreased by $0.4 million from the three months ended September 30, 2025 to the three months ended December 31, 2025, primarily due to a decrease in professional fees and general and administrative expenses that was partially offset by an increase in administrative service fees.
In total, professional fees, the administrative service fee and general and administrative expenses increased by less than $0.1 million from the three months ended December 31, 2024 to the three months ended December 31, 2025, primarily due to an increase in administrative service fees that was partially offset by a decrease in professional fees and general and administrative expenses.
The Administrator pays for certain expenses incurred by us. These expenses are subsequently reimbursed in cash. Total expenses reimbursed to the Administrator during the three months ended December 31, 2025, September 30, 2025 and December 31, 2024 were $2.5 million, $2.1 million, and $2.7 million, respectively.
As of December 31, 2025 and September 30, 2025, included in accounts payable and other liabilities were $2.6 million and $2.5 million, respectively, of expenses paid on behalf of us by the Administrator.
Net Realized and Unrealized Gains and Losses
The following table summarizes our net realized and unrealized gains (losses) for three months ended December 31, 2025, September 30, 2025 and December 31, 2024:
Net realized gain (loss) from foreign currency transactions
(1,120)
(55)
(3,705)
(1,065)
2,585
Net realized gain (loss) from forward currency contracts
—
(3,035)
1,206
3,035
(1,206)
Net realized gain (loss) on investment transactions
$
(3,838)
$
(33,460)
$
(27,855)
$
29,622
$
24,017
Unrealized appreciation from investments
$
25,444
$
63,474
$
81,215
$
(38,030)
$
(55,771)
Unrealized (depreciation) from investments
(54,458)
(38,762)
(37,594)
(15,696)
(16,864)
Unrealized appreciation (depreciation) from forward currency contracts
292
7,245
21,927
(6,953)
(21,635)
Unrealized appreciation (depreciation) on foreign currency translation
2,048
(3,126)
(22,973)
5,174
25,021
Net change in unrealized appreciation (depreciation) on investment transactions
$
(26,674)
$
28,831
$
42,575
$
(55,505)
$
(69,249)
Net realized gain (loss) on extinguishment of debt
$
—
$
—
$
(48)
—
—
During the three months ended December 31, 2025, we had a net realized loss of $3.8 million, primarily attributable to (1) realized losses recognized on the restructuring of a portfolio company investment and (2) $1.1 million of net realized losses recognized on the translation of foreign currency amounts and transactions into U.S. dollars that were partially offset by $2.8 million of net realized gains recognized on the disposition of equity investments in multiple portfolio companies. During the three months ended September 30, 2025, we had a net realized loss of $33.5 million primarily attributable to the realized losses recognized on (i) the restructure of equity and debt investments in multiple portfolio companies and (ii) net realized losses recognized on the settlement of forward currency contracts. During the three months ended December 31, 2024, we had a net realized loss of $27.9 million, primarily attributable to realized losses recognized on (i) the restructuring of equity and debt investments of two portfolio company investments and the sale of a portfolio company debt investment, and (ii) net realized losses recognized on the translation of foreign currency amounts and transactions into U.S. dollars, that were partially offset by (i) net realized gains recognized on the settlement of forward currency contracts and (ii) $0.4 million of realized gain recognized on the sale of one equity investment.
For the three months ended December 31, 2025, we had $25.4 million in unrealized appreciation on 153 portfolio company investments, which was offset by $54.5 million in unrealized depreciation on 283 portfolio company investments. For the three months ended September 30, 2025, we had $63.5 million in unrealized appreciation on 211 portfolio company investments, which was offset by $38.8 million in unrealized depreciation on 246 portfolio company investments. For the three months ended December 31, 2024, we had $81.2 million in unrealized appreciation on 225 portfolio company investments, which was offset by $37.6 million in unrealized depreciation on 174 portfolio company investments.
Unrealized appreciation for the three months ended December 31, 2025 and September 30, 2025 was primarily due to reversal of previously recognized unrealized depreciation on the restructuring of portfolio company investments. Unrealized appreciation for the three months ended December 31, 2024 was primarily due to unrealized appreciation resulting from solid borrower credit trends across our portfolio and the reversal of previously recognized unrealized depreciation (i) on the disposition or restructuring of portfolio company investments and (ii) spread tightening in the market during the second half of calendar year 2024.
Unrealized depreciation for the three months ended December 31, 2025 and September 30, 2025 primarily resulted from isolated deterioration in the performance of (i) debt and equity investments in portfolio companies that were moved to or on non-accrual status and (ii) debt and equity investments in certain portfolio companies with pre-existing credit challenges. Unrealized depreciation for the three months ended December 31, 2024 primarily resulted from isolated deterioration in the credit performance of certain portfolio companies that were on non-accrual status as well as isolated deterioration in the credit performance of a small number of portfolio companies.
For the three months ended December 31, 2024, we had a realized loss on extinguishment of debt of less than $0.1 million, which represents the unamortized discount on the GBDC 3 2021 Notes assumed as a result on the GBDC 3 Merger, at termination.
For the three months ended December 31, 2025, we experienced a net increase in cash, cash equivalents, foreign currencies, restricted cash, restricted cash equivalents and restricted foreign currencies of $48.0 million. During the period, cash provided by operating activities was $212.0 million, primarily as a result of proceeds from principal payments and sales of portfolio investments of $302.9 million, partially offset by purchases and fundings of portfolio investments of $172.7 million, and net investment income after tax of $95.8 million. Lastly, cash used in financing activities was $164.0 million, primarily driven by borrowings on debt of $165.3 million offset by repayments of debt of $190.2 million, distributions paid and purchases of common stock under the DRIP totaling $102.8 million and purchases of common stock under the Program of $35.9 million.
For the three months ended December 31, 2024, we experienced a net decrease in cash, cash equivalents, foreign currencies, restricted cash, restricted cash equivalents and restricted foreign currencies of $136.6 million. During the period, cash used in operating activities was $374.7 million, primarily driven by proceeds from principal payments and sales of portfolio investments of $450.2 million and net investment income after tax of $96.6 million, offset by fundings of portfolio investments of $909.5 million. Lastly, cash provided by financing activities was $238.1 million, primarily driven by borrowings on debt of $3,390.2 million, offset by repayments of debt of $3,037.7 million and distributions paid of $108.3 million.
As of December 31, 2025 and September 30, 2025, we had cash of $58.4 million and $0.0 million, and cash equivalents of $25.9 million and $11.9 million, respectively. In addition, we had foreign currencies of $9.7 million and $11.7 million as of December 31, 2025 and September 30, 2025, respectively, restricted cash of $32.1 million and $7.1 million as of December 31, 2025 and September 30, 2025, respectively, and restricted cash equivalents of $34.4 million and $81.7 million as of December 31, 2025 and September 30, 2025, respectively. We had no restricted foreign currencies as of December 31, 2025 and September 30, 2025. Cash, cash equivalents and foreign currencies are available to fund new investments, pay operating expenses and pay distributions. Restricted cash, restricted cash equivalents and restricted foreign currencies can be used to pay principal and interest on borrowings and to fund new investments that meet the guidelines under our debt securitizations or credit facilities, as applicable. As of December 31, 2025 and September 30, 2025, we did not have any debt securitizations that were past their reinvestment period term.
Revolving Debt Facilities
JPM Credit Facility - On February 11, 2021, we initially entered into the JPM Credit Facility (as defined in Note 7 of our consolidated financial statements), which, as of December 31, 2025, allowed us to borrow up to $2.0 billion at any one time outstanding, subject to leverage and borrowing base restrictions. As of December 31, 2025 and September 30, 2025, we had outstanding debt under the JPM Credit Facility of $1,115.7 million and $1,098.4 million, respectively. As of December 31, 2025 and September 30, 2025, subject to leverage and borrowing base restrictions, we had $881.8 million and $899.1 million, respectively, of remaining commitments and availability on the JPM Credit Facility.
Adviser Revolver- On June 22, 2016, we entered into the Adviser Revolver (as defined in Note 7 of our consolidated financial statements), which, as amended, permitted us to borrow up to $300.0 million at any one time outstanding as of December 31, 2025. We entered into the Adviser Revolver in order to have the ability to borrow funds on a short-term basis and have in the past repaid, and generally intend in the future to repay, borrowings under the Adviser Revolver within 30 to 45 days from which they are drawn. As of December 31, 2025, we had no amounts outstanding on the Adviser Revolver. As of September 30, 2025, we had outstanding debt under the Adviser Revolver of $39.2 million, respectively.
GBDC 3 DB Credit Facility - Effective June 3, 2024, we assumed, as a result of the GBDC 3 Merger (as defined in Note 7 of our consolidated financial statements), the GBDC 3 DB Credit Facility (as defined in Note 7 of our consolidated financial statements). On November 19, 2024, all amounts outstanding under the GBDC 3 DB Credit Facility were repaid, following which the agreements governing the GBDC 3 DB Credit Facility were terminated. As of December 31, 2025 and September 30, 2025, we had no outstanding debt under the GBDC 3 DB Credit Facility.
Debt Securitizations
2024 Debt Securitization - On November 18, 2024, we completed the 2024 Debt Securitization (the “2024 Debt Securitization”). The Class A-1R 2024 Notes and Class A-2RR 2024 Notes (each as defined in Note 7 of our
consolidated financial statements) are included in the December 31, 2025 Consolidated Statements of Financial Condition as our debt, and the Class B-R, Class C-R and Subordinated Notes were eliminated in consolidation. As of both December 31, 2025 and September 30, 2025, we had outstanding debt under the 2024 Debt Securitization of $1,364.0 million.
GBDC 3 2022 Debt Securitization - Effective June 3, 2024, we assumed as a result of the GBDC 3 Merger, the GBDC 3 2022 Debt Securitization. On August 1, 2025, the GBDC 3 2022 Notes (as defined in Note 7 of our consolidated financial statements) were redeemed and following such redemption, the agreements governing the GBDC 3 2022 Debt Securitization were terminated.
2018 Debt Securitization - On November 18, 2024, in conjunction with the 2024 Debt Securitization, the 2018 Notes (as defined in Note 7 of our consolidated financial statements) were redeemed and following such redemption, the agreements governing the 2018 Debt Securitization were terminated.
GCIC 2018 Debt Securitization - Effective September 16, 2019, we assumed as a result of the GCIC Merger, the GCIC 2018 Debt Securitization. On November 18, 2024, in conjunction with the 2024 Debt Securitization, the GCIC 2018 Notes (as defined in Note 7 of our consolidated financial statements) were redeemed and following such redemption, the agreements governing the GCIC 2018 Debt Securitization were terminated.
GBDC 3 2021 Debt Securitization -Effective June 3, 2024, we assumed as a result of the GBDC 3 Merger, the GBDC 3 2021 Debt Securitization. On November 18, 2024, in conjunction with the 2024 Debt Securitization, the GBDC 3 2021 Notes (as defined in Note 7 of our consolidated financial statements) were redeemed and following such redemption, the agreements governing the GBDC 3 2021 Debt Securitization were terminated.
GBDC 3 2022-2 Debt Securitization - Effective June 3, 2024, we assumed as a result of the GBDC 3 Merger, the GBDC 3 2022-2 Debt Securitization. On December 16, 2024, the GBDC 3 2022-2 Notes (as defined in Note 7 of our consolidated financial statements) were redeemed and following such redemption, the agreements governing the GBDC 3 2022-2 Notes were terminated.
Due to the interplay of the 1940 Act restrictions on principal and joint transactions and the U.S. risk retention rules adopted pursuant to Section 941 of Dodd-Frank, as a business development company, we sought and received no action relief from the SEC to ensure we could engage in CLO financings in which assets are transferred through GC Advisors.
2026 Notes
On February 24, 2021, we issued $400.0 million in aggregate principal amount of the 2026 Notes. On October 13, 2021, we issued an additional $200.0 million in aggregate principal of the 2026 Notes. As of both December 31, 2025 and September 30, 2025, we had $600.0 million of outstanding aggregate principal amount of the 2026 Notes.
2027 Notes
On July 27, 2021, we issued $350.0 million in aggregate principal amount of the 2027 Notes, all of which remained outstanding as our debt as of both December 31, 2025 and September 30, 2025.
2028 Notes
On December 5, 2023, we issued $450.0 million in aggregate principal amount of the 2028 Notes, On September 19, 2025, we issued an additional $250.0 million in aggregate principal of the 2028 Notes under the same terms of the original issuance, other than the issue date and the issue price. As of both December 31, 2025 and September 30, 2025, we had $700.0 million of outstanding aggregate principal amount of the 2028 Notes.
On December 5, 2023, we entered into an interest rate swap on the 2028 Notes pursuant to which we agreed to receive a fixed rate of 7.310% and pay a rate of one-month Term SOFR plus 3.327%. The interest rate swap is designated as an effective hedge accounting instrument. The notional amount of the swap is $225.0 million and terminates on November 5, 2028.
On April 10, 2024, we entered into an interest rate swap on the remaining portion of the initial $450.0 million of 2028 Notes pursuant to which we agreed to receive a fixed rate of 7.310% and pay a rate of one-month SOFR plus
2.835%. The interest rate swap is designated as an effective hedge accounting instrument. The notional amount of the swap is $225.0 million and terminates on November 5, 2028.
On September 19, 2025, we entered into an interest rate swap on the additional $250.0 million in aggregate principal of the 2028 Notes, pursuant to which we agreed to receive a fixed rate of 5.050% and pay a floating interest rate of SOFR plus 1.723%. The interest rate swap is designated as an effective hedge accounting instrument. The notional amount of the swap is $250.0 million and terminates on December 5, 2028. The carrying value of the 2028 Notes is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship.
2029 Notes
On February 1, 2024, we issued $600.0 million in aggregate principal amount of the 2029 Notes, and on December 3, 2024, we issued an additional $150.0 million in aggregate principal amount of the 2029 Notes under the same terms of the original issuance other than the issue date and the issue price. As of both December 31, 2025 and September 30, 2025, we had $750.0 million of outstanding aggregate principal amount of the 2029 Notes.
On January 29, 2024 and November 25, 2024, we entered into interest rate swap agreements on the 2029 Notes pursuant to which we agreed (i) to receive a fixed rate of 6.248% and pay a rate of one-month Term SOFR plus 2.444% on the first $600.0 million of the 2029 Notes and (ii) to receive a fixed rate of 5.881% and pay a rate of three-month SOFR plus 2.012% on the second $150.0 million of the 2029 Notes. The interest rate swap agreements are designated as effective hedge accounting instruments. The aggregate notional amount of the swap is $750.0 million and terminates on June 15, 2029. The carrying value of the 2029 Notes is inclusive of an adjustment for the change in fair value of an effective hedge accounting relationship.
Equity Distribution Agreement
On October 6, 2023, we entered into an equity distribution agreement, or, as amended, the 2023 Equity Distribution Agreement, in connection with an at the market program to sell up to $288.0 million of shares of our common stock. An at the market offering is a registered offering by a publicly traded issuer of its listed equity securities that allows the issuer to sell shares directly into the market at market prices. During the three months ended December 31, 2025 and December 31, 2024, there were no common stock issuances under the 2023 Equity Distribution Agreement. As of December 31, 2025 and September 30, 2025, following an amendment to the 2023 Equity Distribution Agreement in May 2025 to increase the aggregate offering amount by $38.0 million, common stock with an aggregate offering amount of $250.0 million remained available for issuance under the 2023 Distribution Agreement.
Asset Coverage, Contractual Obligations, Off-Balance Sheet Arrangements and Other Liquidity Considerations
As of December 31, 2025, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to February 6, 2019, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing. We currently intend to continue to target a GAAP debt-to-equity ratio between 0.85x to 1.25x. As of December 31, 2025, our asset coverage for borrowed amounts and GAAP debt-to-equity ratio was 178.9% and 1.27x, respectively, and our GAAP debt-to-equity ratio, net, which reduces total debt by cash, cash equivalents, foreign currencies and restricted cash held for partial repayment on notes of certain of our securitization vehicles past their reinvestment period term (if any) was 1.23x as of December 31, 2025.
On August 1, 2025, our board of directors re-approved the Program (as defined in Note 2 of our consolidated financial statements), which allows us to repurchase up to $150.0 million of our outstanding common stock, exclusive of shares repurchased prior to the date of such authorization, on the open market at prices below the NAV per share as reported in our then most recently published consolidated financial statements. The Program is implemented at the discretion of management with shares to be purchased from time to time at prevailing market prices, through open market transactions, including block transactions, in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the three months ended December 31, 2025, we repurchased 2.6 million shares of our common stock for an aggregate repurchase price of approximately $35.9 million. During the three months ended December 31, 2024, we did not make any repurchases of our common stock.
As of December 31, 2025 and September 30, 2025, we had outstanding commitments to fund investments totaling $815.9 million and $927.9 million, respectively. As of December 31, 2025, total commitments of $815.9 million included $242.2 million of unfunded commitments on revolvers. There is no guarantee that these amounts will be
funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers, subject to the terms of each loan’s respective credit agreement. A summary of maturity requirements for our principal borrowings as of December 31, 2025 is included in Note 7 of our consolidated financial statements. We did not have any other material contractual payment obligations as of December 31, 2025. As of December 31, 2025, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on historical rates of drawings upon unfunded commitments, cash and restricted cash balances that we maintain, availability under the Adviser Revolver and JPM Credit Facility, as well as ongoing principal repayments on debt investments. In addition, we generally hold some syndicated loans in larger portfolio companies that are saleable over a relatively short period to generate cash.
In addition, we have entered and, in the future, could again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. Refer to Note 5 of our consolidated financial statements for outstanding forward currency contracts and interest rate swap agreements as of December 31, 2025 and September 30, 2025. Derivative instruments can be affected by market conditions, such as interest rate volatility, which could impact the fair value of the derivative instruments. If market conditions move against us, we may not achieve the anticipated benefits of the derivative instruments and could realize a loss. We minimize market risk through monitoring its investments and borrowings.
Although we expect to fund the growth of our investment portfolio through the net proceeds from future securities offerings and future borrowings, to the extent permitted by the 1940 Act, we cannot assure you that our efforts to raise capital will be successful. In addition, from time to time, we can amend or refinance our leverage facilities and securitization financings, to the extent permitted by applicable law. In addition to capital not being available, it also could not be available on favorable terms. To the extent we are not able to raise capital on what we believe are favorable terms, we will focus on optimizing returns by investing capital generated from repayments into new investments we believe are attractive from a risk/reward perspective. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we expect to receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy and have, in the past, received such smaller allocations under similar circumstances.
Portfolio Composition, Investment Activity and Yield
As of December 31, 2025 and September 30, 2025, we had investments in 420 and 417 portfolio companies, respectively, with a total fair value of $8.6 billion and $8.8 billion, respectively.
The following table shows the asset mix of our new investment commitments for the three months ended December 31, 2025, September 30, 2025 and December 31, 2024:
Three months ended
December 31, 2025
September 30, 2025
December 31, 2024
(In thousands)
Percentage
(In thousands)
Percentage
(In thousands)
Percentage
Senior secured
$
3,000
6.7
%
$
2,000
2.3
%
$
27,767
2.3
%
One stop
40,499
90.7
80,377
92.9
1,139,505
95.9
Second lien
—
—
920
1.1
10,278
0.9
Subordinated debt
—
—
252
0.3
—
—
Equity
1,157
2.6
2,942
3.4
10,540
0.9
Total new investment commitments
$
44,656
100.0
%
$
86,491
100.0
%
$
1,188,090
100.0
%
For the three months ended December 31, 2025, we had approximately $302.9 million in proceeds from principal payments and sales of portfolio investments.
For the three months ended December 31, 2024, we had approximately $450.2 million in proceeds from principal payments and sales of portfolio investments.
The following table shows the principal, amortized cost and fair value of our portfolio of investments by asset class:
As of December 31, 2025(1)
As of September 30, 2025(2)
Principal
Amortized Cost
Fair Value
Principal
Amortized Cost
Fair Value
(In thousands)
(In thousands)
Senior secured:
Performing
$
416,279
$
411,836
$
409,327
$
448,216
$
443,940
$
442,410
Non-accrual(3)
7,099
7,024
5,180
184
121
67
One stop:
Performing
7,560,035
7,473,295
7,483,682
7,663,987
7,582,036
7,588,765
Non-accrual(3)
101,574
80,230
47,396
71,767
51,963
27,044
Second lien:
Performing
21,579
21,414
21,607
26,093
25,882
26,199
Non-accrual(3)
5,290
3,724
212
5,224
3,725
210
Subordinated debt:
Performing
39,232
38,869
39,200
38,444
38,027
38,412
Non-accrual(3)
—
—
—
—
—
—
Equity:
Performing
N/A
596,003
617,532
N/A
613,585
646,282
Non-accrual(3)
N/A
21,333
15,095
N/A
659
—
Total
$
8,151,088
$
8,653,728
$
8,639,231
$
8,253,915
$
8,759,938
$
8,769,389
(1)As of December 31, 2025, $1,478.6 million and $1,431.1 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of the interest due on such loan to be PIK interest. As of December 31, 2025, $63.3 million and $36.7 million at amortized cost and fair value, respectively, of our loans with a PIK feature were on non-accrual status.
(2)As of September 30, 2025, $1,520.7 million and $1,476.5 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of the interest due on such loan to be PIK interest. As of September 30, 2025, $51.3 million and $24.1 million at amortized cost and fair value, respectively, of our loans with a PIK feature were on non-accrual status.
(3)We refer to a loan as non-accrual when we cease recognizing interest income on the loan because we have stopped pursuing repayment of the loan or, in certain circumstances, it is past due 90 days or more on principal, interest or our management has reasonable doubt that principal or interest will be collected. Preferred equity securities accruing contractual PIK dividend income may be placed on non-accrual
status if there is reasonable doubt that the amortized cost or capitalized PIK and non-cash dividend income is collectible. See “— Critical Accounting Policies — Revenue Recognition.”
As of December 31, 2025, we had loans in eleven portfolio companies and preferred equity securities in three portfolio companies on non-accrual status, and non-accrual investments as a percentage of total investments at cost and fair value were 1.3% and 0.8%, respectively. As of September 30, 2025, we had loans in eight portfolio companies and preferred equity securities in one portfolio company on non-accrual status, and non-accrual investments as a percentage of total investments at cost and fair value were 0.6% and 0.3%, respectively.
As of December 31, 2025 and September 30, 2025, the fair value of our debt investments as a percentage of the outstanding principal value was 98.2% and 98.4%, respectively.
The following table shows the weighted average rate, spread over the applicable base rate of floating rate and fees of investments originated and the weighted average rate of sales and payoffs of portfolio companies during the three months ended December 31, 2025, September 30, 2025 and December 31, 2024:
Three months ended
December 31, 2025
September 30, 2025
December 31, 2024
Weighted average rate of new investment fundings
8.6%
8.9%
9.4%
Weighted average spread over the applicable base rate of new floating rate investment fundings
4.9%
4.9%
5.1%
Weighted average fees of new investment fundings
0.6%
0.9%
0.9%
Weighted average rate of sales and payoffs of portfolio investments(1)
9.4%
9.8%
11.3%
(1)Excludes the disposition of non-accrual assets.
As of December 31, 2025, 98.0% and 97.9% of our debt portfolio at amortized cost and at fair value, respectively, had interest rate floors that limit the minimum applicable interest rates on such loans. As of September 30, 2025, 98.0% of our debt portfolio at both amortized cost and at fair value had interest rate floors that limit the minimum applicable interest rates on such loans.
As of December 31, 2025 and September 30, 2025, the portfolio median1 earnings before interest, taxes, depreciation and amortization, or EBITDA, for our portfolio companies was $75.8 million and $72.4 million, respectively. The portfolio median EBITDA is based on the most recently reported trailing twelve-month EBITDA received from the portfolio company.
1 The portfolio median EBITDA is based on our portfolio of debt investments and excludes (i) portfolio companies with negative or de minimis EBITDA, (ii) investments designated as recurring revenue loans and (iii) portfolio companies with any loans on non-accrual status.
As part of the monitoring process, GC Advisors regularly assesses the risk profile of each of our investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings:
Internal Performance Ratings
Rating
Definition
5
Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4
Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3
Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower could be out of compliance with debt covenants; however, loan payments are generally not past due.
2
Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments could be past due (but generally not more than 180 days past due).
1
Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.
Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments.
For any investment rated 1, 2 or 3, GC Advisors will increase its monitoring intensity and prepare regular updates for the investment committee, summarizing current operating results and material impending events and suggesting recommended actions.
GC Advisors monitors and, when appropriate, changes the internal performance ratings assigned to each investment in our portfolio. In connection with our valuation process, GC Advisors and our board of directors review these internal performance ratings on a quarterly basis.
The following table shows the distribution of our investments on the 1 to 5 internal performance rating scale at fair value as of December 31, 2025 and September 30, 2025:
As of December 31, 2025
As of September 30, 2025
Internal Performance Rating
Investments at Fair Value (In thousands)
Percentage of Total Investments
Investments at Fair Value (In thousands)
Percentage of Total Investments
5
$
240,987
2.8%
$
157,871
1.8%
4
7,412,877
85.8
7,683,585
87.6
3
875,417
10.1
843,352
9.6
2
109,950
1.3
84,581
1.0
1
—
—
—
—
Total
$
8,639,231
100.0%
$
8,769,389
100.0%
The table below details the fair value of our debt investments as a percentage of the outstanding principal value by internal performance rating held as of December 31, 2025 and September 30, 2025.
Average Price1
Category
December 31, 2025
September 30, 2025
Internal Performance Ratings 4 and 5 (Performing At or Above Expectations)
Internal Performance Ratings 1 and 2 (Performing Materially Below Expectations)
45.7
34.1
Total
98.2%
98.4%
(1)Includes only debt investments held as of December 31, 2025 and September 30, 2025. Price reflects the fair value of debt investments as a percentage of the outstanding principal value by Internal Performance Rating category.
We intend to make quarterly distributions to our stockholders as determined by our board of directors. For additional details on distributions, see “Income taxes” in Note 2 to our consolidated financial statements.
We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of our distributions from time to time. In addition, the asset coverage requirements applicable to us as a business development company under the 1940 Act could limit our ability to make distributions. If we do not distribute a certain percentage of our income annually, we will suffer adverse U.S. federal income tax consequences, including the possible loss of our ability to be subject to tax as a RIC. We cannot assure stockholders that they will receive any distributions.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations can differ from net investment income and realized gains recognized for financial reporting purposes. Differences are permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain or loss are recognized at some time in the future.
To the extent our taxable earnings fall below the total amount of our distributions for any tax year, a portion of those distributions could be deemed a return of capital to our stockholders for U.S. federal income tax purposes. Thus, the source of a distribution to our stockholders could be the original capital invested by the stockholder rather than our income or gains. Stockholders should read any written disclosure accompanying a distribution payment carefully and should not assume that the source of any distribution is our ordinary income or gains.
We have adopted an “opt out” dividend reinvestment plan for our common stockholders. As a result, if we declare a distribution, our stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock unless a stockholder specifically “opts out” of our dividend reinvestment plan. If a stockholder opts out, that stockholder will receive cash distributions. Although distributions paid in the form of additional shares of our common stock will generally be subject to U.S. federal, state and local taxes in the same manner as cash distributions, stockholders participating in our dividend reinvestment plan will not receive any corresponding cash distributions with which to pay any such applicable taxes.
We have entered into a number of business relationships with affiliated or related parties, including the following:
•We entered into the Investment Advisory Agreement with GC Advisors. Mr. Lawrence Golub, chief executive officer of GC Advisors and an interested director of Golub Capital BDC, and Mr. David Golub, our chairman and chief executive officer, are managers of GC Advisors, and each of Messrs. Lawrence Golub and David Golub own an indirect pecuniary interest in GC Advisors. The Board most recently approved an amended and restated Investment Advisory Agreement in May 2025.
•Golub Capital LLC provides, and other affiliates of Golub Capital have historically provided, us with the office facilities and administrative services necessary to conduct day-to-day operations pursuant to our Administration Agreement.
•We have entered into a license agreement with Golub Capital LLC, pursuant to which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital.”
•Under a staffing agreement, or the Staffing Agreement, Golub Capital LLC has agreed to provide GC Advisors with the resources necessary to fulfill its obligations under the Investment Advisory Agreement. The Staffing Agreement provides that Golub Capital LLC will make available to GC Advisors experienced investment professionals and provide access to the senior investment personnel of Golub Capital LLC for purposes of evaluating, negotiating, structuring, closing and monitoring our investments. The Staffing Agreement also includes a commitment that the members of GC Advisors’ investment committee will serve in such capacity. Services under the Staffing Agreement are provided on a direct cost reimbursement basis. We are not a party to the Staffing Agreement.
•GC Advisors serves as the collateral manager to the 2024 Issuer under the 2024 Issuer Collateral Management Agreement. Fees payable to GC Advisors for providing these services offset against the base management fee payable by us under the Investment Advisory Agreement.
•We have entered into the Adviser Revolver with GC Advisors in order to have the ability to borrow funds on a short-term basis.
•During the fourth calendar quarter of 2025, the Golub Capital Employee Grant Program Rabbi Trust, or the Trust, purchased approximately $11.6 million, or 846,200 shares of our common stock for the purpose of awarding incentive compensation to employees of Golub Capital. During the calendar year 2025, the Trust purchased approximately $45.1 million, or 3,089,459 shares of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital. During the calendar year 2024, the Trust purchased approximately $10.1 million, or 670,760 shares of our common stock, for the purpose of awarding incentive compensation to employees of Golub Capital.
•On September 16, 2019, we completed our acquisition of GCIC pursuant to the GCIC Merger Agreement.
•On June 3, 2024, we completed our acquisition of GBDC 3, pursuant to the GBDC 3 Merger Agreement.
GC Advisors also sponsors or manages, and expects in the future to sponsor or manage, other investment funds, accounts or investment vehicles (together referred to as “accounts”) that have investment mandates that are similar, in whole and in part, with ours. For example, GC Advisors presently serves as the investment adviser to Golub Capital Direct Lending Corporation, or GDLC, Golub Capital Direct Lending Unlevered Corporation, or GDLCU, Golub Capital BDC 4, Inc., or GBDC 4, Golub Capital Private Credit Fund, or GCRED, Golub Capital Private Income Fund I, or GPIF I, and Golub Capital Private Income Fund S, or GPIF S, all of which are unlisted business development companies that primarily focus on investing in one stop and other senior secured loans. In addition, our officers and directors serve in similar capacities for GDLC, GDLCU, GBDC 4, GCRED, GPIF I and GPIF S. If GC Advisors and its affiliates determine that an investment is appropriate for us, GDLC, GDLCU, GBDC 4, GCRED, GPIF I, GPIF S and other accounts, depending on the availability of such investment and other appropriate factors, and pursuant to GC Advisors’ allocation policy, GC Advisors or its affiliates could determine that we should invest side-by-side with one or more other accounts. We do not intend to make any investments if they are not permitted by applicable law and interpretive positions of the SEC and its staff, or if they are inconsistent with GC Advisors’ allocation procedures.
In addition, we have adopted a formal code of ethics that governs the conduct of our and GC Advisors’ officers, directors and employees. Our officers and directors also remain subject to the duties imposed by both the 1940 Act and the General Corporation Law of the State of Delaware.
The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.
Fair Value Measurements
We value investments for which market quotations are readily available at their market quotations. However, a readily available market value is not expected to exist for many of the investments in our portfolio, and we value these portfolio investments at fair value as determined in good faith.
Pursuant to Rule 2a-5 under the 1940 Act, our board of directors, as permitted, has designated GC Advisors as our valuation designee (the “Valuation Designee”) to perform the determination of fair value of our investments for which market quotations are not readily available, or valued by a third-party pricing service, in accordance with our valuation policies and procedures, subject to the oversight of our board of directors.
Valuation methods include comparisons of the portfolio companies to peer companies that are public, determination of the enterprise value of a portfolio company, discounted cash flow analysis and a market interest rate approach. The factors that are taken into account in fair value pricing investments include: available current market data, including relevant and applicable market trading and transaction comparables; applicable market yields and multiples; security covenants; call protection provisions; information rights; the nature and realizable value of any collateral; the portfolio company’s ability to make payments, its earnings and discounted cash flows and the markets in which it does business; comparisons of financial ratios of peer companies that are public; comparable merger and acquisition transactions; and the principal market and enterprise values. When an external event such as a purchase transaction, public offering or subsequent equity sale occurs, the Valuation Designee will consider the pricing indicated by the external event to corroborate the private equity valuation. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments can differ significantly from the values that would have been used had a readily available market value existed for such investments and differ materially from values that are ultimately received or settled.
Our Valuation Designee is ultimately and solely responsible for determining, in good faith, the fair value of investments that are not publicly traded, whose market prices are not readily available on a quarterly basis or any other situation where portfolio investments require a fair value determination.
With respect to investments for which market quotations are not readily available, the Valuation Designee undertakes a multi-step valuation process each quarter, as described below:
Our quarterly valuation process begins with each portfolio company investment being initially valued by the investment professionals of GC Advisors responsible for the valuation function. Preliminary valuation conclusions are then documented and discussed with our senior management and GC Advisors. The Valuation Designee reviews these preliminary valuations. At least every other quarter, the valuation for each portfolio investment, subject to a de minimis threshold, is reviewed by an independent valuation firm. The Valuation Designee discusses valuations and determines the fair value of each investment in our portfolio in good faith.
Determination of fair values involves subjective judgments and estimates. Under current accounting standards, the notes to our consolidated financial statements refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.
We follow ASC Topic 820 for measuring fair value. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve some level of estimation and judgment, the degree of which is dependent on the price transparency for the assets or liabilities or market and the assets’ or liabilities’ complexity. Our fair value analysis, currently undertaken by the Valuation Designee, includes an analysis of the value of any unfunded loan commitments. Assets and liabilities are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the asset or liability as of the measurement date. The three levels are defined as follows:
Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the assets or liabilities.
Level 3: Inputs include significant unobservable inputs for the assets or liabilities and include situations where there is little, if any, market activity for the assets or liabilities. The inputs into the determination of fair value are based upon the best information available and could require significant management judgment or estimation.
In certain cases, the inputs used to measure fair value could fall into different levels of the fair value hierarchy. In such cases, an asset’s or a liability’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the asset or liability. The Valuation Designee assesses the levels of assets and liabilities at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfers. There were no transfers among Level 1, 2 and 3 of the fair value hierarchy for assets and liabilities during the three months ended December 31, 2025 and 2024. The following section describes the valuation techniques used by us to measure different assets and liabilities at fair value and includes the level within the fair value hierarchy in which the assets and liabilities are categorized.
Level 1 investments are valued using quoted market prices. Level 2 investments are valued using market consensus prices that are corroborated by observable market data and quoted market prices for similar assets and liabilities. Level 3 investments are valued at fair value as determined in good faith by the Valuation Designee, based on input of the Valuation Designee’s personnel and independent valuation firms that have been engaged by or at the direction of the Valuation Designee to assist in the valuation of each portfolio investment without a readily available market quotation at least every other quarter under a valuation policy and a consistently applied valuation process. This valuation process is conducted at the end of each fiscal quarter, with each portfolio investment being reviewed at least every other quarter (subject to a de minimis threshold) with approximately 50% (based on the fair value of portfolio company investments) of our valuations of debt and equity investments without readily available market quotations subject to review by an independent valuation firm. All investments as of December 31, 2025 and September 30, 2025 were valued using Level 3 inputs. As of December 31, 2025 and September 30, 2025, all money market funds included in cash equivalents and restricted cash equivalents were valued using Level 1 inputs and all forward currency contracts and interest rate swaps were valued using Level 2 inputs.
When determining fair value of Level 3 debt and equity investments, the Valuation Designee could take into account the following factors, where relevant: the enterprise value of a portfolio company, the nature and realizable value of any collateral, the portfolio company’s ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons to publicly traded securities, and changes in the interest rate environment and the credit markets generally that could affect the price at which similar investments could be made and other relevant factors. The primary method for determining enterprise value uses a multiple analysis whereby appropriate multiples are applied to the portfolio company’s EBITDA. A portfolio company’s EBITDA could include pro-forma adjustments for items such as acquisitions, divestitures, or expense reductions. The enterprise value analysis is performed to determine the value of equity investments and to determine if debt investments are credit impaired. The Valuation Designee may also employ other valuation multiples to determine enterprise value, such as revenues. If debt investments are credit impaired, the Valuation Designee will use the enterprise value analysis or a liquidation basis analysis to determine fair value, which may include evaluating multiple recovery scenarios and weighting the expected outcomes based on their likelihood. For debt investments that are not determined to be credit impaired, the Valuation Designee uses a market interest rate yield analysis to determine fair value.
In addition, for certain debt investments, the Valuation Designee could base its valuation on indicative bid and ask prices provided by an independent third-party pricing service. Bid prices reflect the highest price that we and others could be willing to pay. Ask prices represent the lowest price that we and others may be willing to accept. The Valuation Designee generally uses the midpoint of the bid/ask range as our best estimate of fair value of such investment.
Due to the inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair value of the investments could differ significantly from the values that would have been used had a market existed for such investments and could differ materially from the values that could ultimately be received or settled. Further, such investments are generally subject to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which such investment had previously been recorded.
Our investments are subject to market risk. Market risk is the potential for changes in the value due to market changes. Market risk is directly impacted by the volatility and liquidity in the markets in which the investments are traded.
Other Financial Assets and Liabilities
ASC Topic 820 requires disclosure of the fair value of financial instruments for which it is practical to estimate such value. As a result, with the exception of the line item titled “debt” which is reported at cost, all assets and liabilities approximate fair value on the Consolidated Statements of Financial Condition due to their short maturity.
Investments and Related Investment Income: Interest income is accrued based upon the outstanding principal amount and contractual interest terms of debt investments. Original issue discount, market discount or premium and certain loan origination or amendment fees that are deemed to be an adjustment to yield (“Loan Origination Fees”) are capitalized and we accrete or amortize such amounts over the life of the loan as interest income (“Discount Amortization”). For investments with contractual PIK interest, which represents contractual interest accrued and added to the principal balance that generally becomes due at maturity, we do not accrue PIK interest if the portfolio company valuation indicates that the PIK interest is not likely to be collectible. In addition, we could generate revenue in the form of amendment, structuring or due diligence fees, fees for providing managerial assistance, administrative agent fees, consulting fees and prepayment premiums on loans that are not deemed to be an adjustment to yield and record these fees as fee income when earned. We record prepayment premiums on loans as fee income. Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. We have certain preferred equity securities in our portfolio that contain a PIK dividend provision that are accrued and recorded as income at the contractual rates, if deemed collectible. The accrued PIK and non-cash dividends are capitalized to the cost basis of the preferred equity security and are generally collected when redeemed by the issuer. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies. Distributions received from limited liability company, or LLC, and limited partnership, or LP, investments are evaluated to determine if the distribution should be recorded as dividend income or a return of capital. Generally, we will not record distributions from equity investments in LLCs and LPs as dividend income unless there are sufficient accumulated tax-basis earnings and profits in the LLC or LP prior to the distribution. Distributions that are classified as a return of capital are recorded as a reduction in the cost basis of the investment.
We account for investment transactions on a trade-date basis. Realized gains or losses on investments are measured by the difference between the net proceeds from the disposition and the cost basis of investment, without regard to unrealized gains or losses previously recognized. We report changes in fair value of investments from the prior period that is measured at fair value as a component of the net change in unrealized appreciation (depreciation) on investment transactions in our Consolidated Statements of Operations and fluctuations arising from the translation of foreign exchange rates on investments in unrealized appreciation (depreciation) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Non-accrual Investments: Loans may be left on accrual status during the period we are pursuing repayment of the loan. Management reviews all loans that become past due 90 days or more on principal and interest or when there is reasonable doubt that principal or interest will be collected for possible placement on non-accrual status. We generally reverse accrued interest when a loan is placed on non-accrual. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans could be recognized as income or applied to principal depending upon management’s judgment. We restore non-accrual loans to accrual status when past due principal and interest is paid and, in our management’s judgment, are likely to remain current. The total fair value of our non-accrual loans was $52.8 million and $27.3 million as of December 31, 2025 and September 30, 2025, respectively. We review all preferred equity securities accruing contractual PIK dividend income to determine if there is reasonable doubt that amortized cost or capitalized PIK and non-cash dividend income will be collected, for possible placement on non-accrual status. When a preferred equity security is placed on non-accrual status, the contractual PIK dividend provision is no longer accrued to dividend income as of the date the preferred equity security is placed on non-accrual status. As of December 31, 2025, there were three preferred equity securities on non-accrual status with a fair value of $15.1 million. As of September 30, 2025, there was one preferred equity security on non-accrual status with a fair value of $0.0 million.
Income taxes: Wehave elected to be treated as a RIC under Subchapter M of the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. In order to be subject to tax as a RIC, we are required to meet certain source of income and asset diversification requirements, as well as timely distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of investment company taxable income, as defined by the Code and determined without regard to any deduction for dividends paid, for each tax year. We have made and intend to continue to make the requisite distributions to our stockholders, which will generally relieve us from U.S. federal income taxes.
Depending on the level of taxable income earned in a tax year, we could choose to retain taxable income in excess of current year dividend distributions and would distribute such taxable income in the next tax year. We could then be required to incur a 4% excise tax on such income. To the extent that we determine that our estimated current year annual taxable income, determined on a calendar year basis, could exceed estimated current calendar year dividend
distributions, we accrue excise tax, if any, on estimated excess taxable income as taxable income is earned. For the three months ended December 31, 2025, we recorded no U.S. federal excise tax. For the three months ended December 31, 2024, we recorded a reversal of the accrual for U.S. federal excise tax expense of $0.5 million.
We have consolidated subsidiaries that are subject to U.S. federal and state corporate-level income taxes. For the three months ended December 31, 2025 and 2024, we did not record any U.S. income taxes. For the three months ended December 31, 2025, we recorded a net tax benefit of less than $0.1 million for taxable subsidiaries. For the three months ended December 31, 2024, we recorded a net tax benefit of less than $0.1 million for taxable subsidiaries. As of both December 31, 2025 and September 30, 2025, we recorded a net deferred tax liability, reported within accounts payable and other liabilities on the Consolidated Statement of Financial Condition, of $0.2 million for taxable subsidiaries, primarily due to unrealized appreciation on the investments held at the taxable subsidiaries.
Because federal income tax regulations differ from GAAP, distributions in accordance with tax regulations could differ from net investment income and realized gains recognized for financial reporting purposes. Differences could be permanent or temporary. Permanent differences are reclassified within capital accounts in the financial statements to reflect their tax character. For example, permanent differences in classification could result from the treatment of distributions paid from short-term gains as ordinary income dividends for tax purposes. Temporary differences arise when certain items of income, expense, gain, or loss are recognized at some time in the future.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are subject to financial market risks, including valuation risk and changes in interest rates.
Valuation Risk. Most of our investments will not have a readily available market price. To ensure accurate valuations, our investments are valued at fair value in good faith by the Investment Adviser, as our Valuation Designee, subject to the oversight of our Board based on, among other things, the input of independent third-party valuation firms engaged at the direction of the Valuation Designee, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each investment while employing a consistently applied valuation process for the investments we hold. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments could fluctuate from period to period, if we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it.
Interest Rate Risk. Many of the loans in our portfolio have floating interest rates, and we expect that our loans in the future could also have floating interest rates. These loans are usually based on floating SOFR or another base rate and typically have interest rate reset provisions that adjust applicable interest rates under such loans to current market rates on a daily, monthly, quarterly, semi-annual, or annual basis. The loans that are subject to floating SOFR or another base rate are also typically subject to a minimum base rate, or floor, that we charge on our loans if the current market rates are below the respective floors. As of December 31, 2025 and September 30, 2025, the weighted average floor on loans subject to floating interest rates was 0.77% and 0.78%, respectively. The Class A-1R, and A-2RR 2024 Notes issued in connection with the 2024 Debt Securitization have floating rate interest provisions based on three-month SOFR plus a spread adjustment. The JPM Credit Facility has a floating interest rate provision that, as of December 31, 2025, is primarily based on an applicable base rate (as defined in Note 7 to our consolidated financial statements) plus a spread that ranges from 1.525% to 1.775% plus a spread adjustment of 0.10% on SOFR borrowings. The Adviser Revolver has a floating interest rate provision equal to the mid-term Applicable Federal Rate. We have entered into three interest rate swaps on the 2028 Notes and two interest rate swaps on the 2029 Notes and these swaps have floating rate provisions based on one-month SOFR plus a spread of 3.327%, one-month SOFR plus a spread of 2.835%, floating rate SOFR plus a spread of 1.723%, one-month SOFR plus a spread of 2.444%, and three-month SOFR plus a spread of 2.012%, respectively. We expect that other credit facilities and swaps into which we enter in the future could have floating interest rate provisions.
Assuming that the unaudited interim Consolidated Statement of Financial Condition as of December 31, 2025 was to remain constant and that we took no actions to alter interest rate sensitivity as of such date, the following table shows the annualized impact of hypothetical base rate changes in interest rates.
Change in interest rates
Increase (decrease) in
interest income(1)
Increase (decrease) in interest expense
Net increase (decrease) in investment income
(In thousands)
Down 200 basis points
$
(158,671)
$
(78,595)
$
(80,076)
Down 150 basis points
(119,987)
(58,946)
(61,041)
Down 100 basis points
(80,492)
(39,297)
(41,195)
Down 50 basis points
(40,260)
(19,649)
(20,611)
Up 50 basis points
40,270
19,649
20,621
Up 100 basis points
80,540
39,297
41,243
Up 150 basis points
120,810
58,946
61,864
Up 200 basis points
161,080
78,595
82,485
(1) Assumes applicable three-month base rate as of December 31, 2025, with the exception of SONIA and Prime that utilize the December 31, 2025 rate.
Although we believe that this analysis is indicative of our sensitivity to interest rate changes as of December 31, 2025, it does not adjust for changes in the credit market, credit quality, the size and composition of the assets in our portfolio and other business developments, including borrowings under the Debt Securitizations, the JPM Credit Facility, the Adviser Revolver, or other borrowings, that could affect net increase in net assets resulting from operations, or net income. Accordingly, we can offer no assurances that actual results would not differ materially from the analysis above.
We have and, in the future, could hedge against interest rate fluctuations by using standard hedging instruments such as interest rate swaps, futures, options and forward contracts to the limited extent permitted under the 1940 Act and applicable commodities laws. While hedging activities could insulate us against adverse changes in interest rates, they could also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.
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Item 4. Controls and Procedures.
As of December 31, 2025 (the end of the period covered by this report), management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act). Based on that evaluation, our management, including the chief executive officer and chief financial officer, concluded that, at the end of such period, our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Notwithstanding the foregoing, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.
There has not been any change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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Part II - Other Information
Item 1: Legal Proceedings.
We, GC Advisors and Golub Capital LLC may, from time to time, be involved in legal and regulatory proceedings arising out of our and their respective operations in the normal course of business or otherwise. While there can be no assurance of the ultimate disposition of any such proceedings, each of us, GC Advisors and Golub Capital LLC do not believe it is currently subject to any material legal proceedings.
Item 1A: Risk Factors.
There have been no material changes during the three months ended December 31, 2025 to the risk factors discussed in Item 1A. Risk Factors in our annual report on Form 10-K for the year ended September 30, 2025.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3: Defaults Upon Senior Securities.
None.
Item 4: Mine Safety Disclosures.
None.
Item 5: Other Information.
None.
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2025, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
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* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.