STOCK TITAN

Bain Capital Specialty Finance Q3 net investment income falls

The portfolio had a fair value of $2,270.3 million across 215 companies, and the declared dividend is payable December 29, 2026.

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Form Type
8-K

Rhea-AI Filing Summary

Bain Capital Specialty Finance, Inc. reported third-quarter 2026 results and declared a fourth-quarter dividend of $0.42 per share. Net investment income was $27.7 million, or $0.43 per share, versus $29.2 million, or $0.45 per share, in the third quarter of 2025; annualized NII yield on book value was 10.3%. Net increase in net assets from operations was $16.7 million, or $0.26 per share, compared with $18.7 million, or $0.29 per share. Net realized and unrealized losses were $11.0 million. NAV per share was $16.49 as of September 30, 2026, versus $16.65 as of June 30, 2026.

The investment portfolio had a fair value of $2,270.3 million across 215 portfolio companies. Net investment activity was $(81.6) million, with $121.5 million invested and $203.1 million in sales and repayments. Net debt-to-equity was 1.18x, compared with 1.22x as of June 30, 2026. The dividend is for stockholders of record December 15, 2026, and payable December 29, 2026. Effective November 4, 2026, the board appointed Amrit Kanwal as an independent Class III director, expanded the board from eight members to nine, and appointed him to three committees.

0 points · 0 major

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How the balance works

Positive

  • None.

Negative

  • Moderate pointNet investment income: $27.7 million versus $29.2 million in the third quarter of 2025.

Filing Explained

During the third quarter, BCSF increased its Sumitomo revolving-credit-facility commitments to $955.0 million from $855.0 million; as of September 30, 2026, $68.0 million was outstanding and $887.0 million remained available, so the larger commitment represents borrowing capacity, not cash already drawn.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net investment income $27.7 million Third quarter 2026; $29.2 million in the third quarter of 2025
Net investment income per share $0.43 Third quarter 2026; $0.45 in the third quarter of 2025
Net increase in net assets resulting from operations per share $0.26 Third quarter 2026; $0.29 in the third quarter of 2025
Dividend per share $0.42 Fourth quarter 2026; payable December 29, 2026
Net asset value per share $16.49 As of September 30, 2026; $16.65 as of June 30, 2026
Net debt-to-equity 1.18x As of September 30, 2026; 1.22x as of June 30, 2026
Portfolio on non-accrual at fair value 2.2% As of September 30, 2026
non-accrual status financial
"four portfolio companies were on non-accrual status"
A loan or credit account is placed in non-accrual status when the lender stops recording expected interest income because the borrower is not making scheduled payments or repayment is doubtful. Think of it like a landlord who stops counting unpaid rent as future income once a tenant stops paying; it signals rising credit problems and potential losses. For investors, non-accrual levels indicate loan quality and can foreshadow write-downs, lower earnings, and increased risk to a lender’s balance sheet.
net debt-to-equity financial
"debt-to-equity and net debt-to-equity ratios"
Net debt-to-equity measures how much of a company is financed with borrowing versus the owners’ stake by dividing net debt (total debt minus cash) by shareholders’ equity. Investors use it like checking the balance between a mortgage and your savings when buying a house: a higher ratio means the company relies more on borrowed money and may be more vulnerable to interest-rate rises or downturns, while a lower ratio suggests greater financial stability and flexibility.
PIK income financial
"PIK income"
PIK income is interest or dividend payments made not in cash but in additional securities or increased loan balance, similar to receiving more IOUs instead of cash in hand. It matters to investors because it preserves a company’s short-term cash but increases the size of the claim or the number of shares outstanding, which can raise leverage and dilute ownership or future cash flows — affecting risk and long-term returns.
undrawn investment commitments financial
"$435.5 million of undrawn investment commitments"
Net investment income $27.7 million Compared with $29.2 million in the third quarter of 2025
Net investment income per share $0.43 Compared with $0.45 in the third quarter of 2025
Net increase in net assets resulting from operations $16.7 million Compared with $18.7 million in the third quarter of 2025

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What was BCSF's net investment income in the third quarter of 2026?

BCSF reported $27.7 million of net investment income, or $0.43 per share. In the third quarter of 2025, it reported $29.2 million, or $0.45 per share.

What is BCSF's fourth-quarter 2026 dividend and when is it payable?

BCSF declared a $0.42-per-share dividend, payable December 29, 2026, to stockholders of record as of December 15, 2026.

How much of BCSF's portfolio was on non-accrual at September 30, 2026?

Four portfolio companies were on non-accrual status, representing 3.3% of the portfolio at amortized cost and 2.2% at fair value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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--12-310001655050false00016550502026-11-042026-11-04

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2026

 

 

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

814-01175

81-2878769

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

200 Clarendon Street

37th Floor

 

Boston, Massachusetts

 

02116

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (617) 516-2000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.001 per share

 

BCSF

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 


Item 2.02 Results of Operations and Financial Condition.

On November 9, 2026, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2026, the Board of Directors (the “Board”) of the Company, on the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Amrit Kanwal, 61, as an independent Class III director of the Company. Effective upon the appointment of Mr. Kanwal as a director, the Board (i) amended and restated the Company’s bylaws (as amended, the “Amended and Restated Bylaws”) to increase the maximum number of authorized directors serving on the Board from eight to nine; and (ii) expanded the size of the Board from eight to nine members. The Board also appointed Mr. Kanwal to the Company’s Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee. A copy of the press release issued on November 9, 2026, to announce Mr. Kanwal’s appointment is attached hereto as Exhibit 99.2.

Mr. Kanwal is an accomplished C-suite executive leader and board director with extensive financial and strategic expertise across financial services, mutual funds, and consumer goods. Effective November 4, 2026, Mr. Kanwal was also appointed as an independent trustee of Bain Capital Private Credit, a non-traded business development company that is externally managed by an affiliate of BCSF Advisors, LP, the Company’s investment adviser and a subsidiary of Bain Capital Credit, LP. Mr. Kanwal currently serves as an independent director for Columbia Threadneedle Investments and as a director of the Arete Newbury Fund. Mr. Kanwal previously held board positions at MFS Investment Management, Aditya Birla Sun Life Asset Management, Meridian Funds, PanAgora Asset Management, among others. Additionally, Mr. Kanwal previously served as Executive Vice President and Chief Financial Officer of MFS Investment Management and Chief Financial Officer of Putnam Investments.

Mr. Kanwal’s initial term as a Class III director will expire at the annual meeting of shareholders of the Company to be held in 2028. The Board has determined that Mr. Kanwal is independent within the meaning of the independence standards of the U.S. Securities and Exchange Commission and the New York Stock Exchange.

There are no arrangements or understandings between Mr. Kanwal and any other persons pursuant to which Mr. Kanwal was appointed as a director of the Company. There are no family relationships between Mr. Kanwal and any director or executive officer of the Company. There are no transactions in which Mr. Kanwal has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Kanwal will be entitled to the compensation received by the Company’s Independent Directors.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As disclosed above, on November 4, 2026, the Board approved the Amended and Restated Bylaws to increase the maximum number of authorized directors serving on the Board from eight to nine. All of the other provisions of the Amended and Restated Bylaws remain in full force and effect.

The Amended and Restated Bylaws became effective immediately.

The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.

Item 8.01 Other Events.

On November 9, 2026, the Company issued a press release announcing the declaration of a fourth fiscal quarter 2026 dividend of $0.42 per share. The fourth fiscal quarter 2026 dividend of $0.42 per share is for stockholders of record as of December 15, 2026 and payable no later than the close of business on December 29, 2026. A copy of the press release is attached hereto as Exhibit 99.1.


Item 9.01 Financial Statements and Exhibits.

 

3.1

 

Amended and Restated Bylaws

99.1

Press Release, dated November 9, 2026

99.2

 

Press Release, dated November 9, 2026

 

 

104

Cover page interactive data file (formatted as Inline XBRL)

 


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 hereunto duly authorized.

 

 

 

 

BAIN CAPITAL SPECIALTY FINANCE, INC.

 

 

 

 

Date:

November 9, 2026

By:

/s/ Sabrina Rusnak-Carlson

 

 

 

Name: Sabrina Rusnak-Carlson
Title: General Counsel

 


Exhibit 99.1

img250878609_0.jpg

 

Bain Capital Specialty Finance, Inc.

 

Bain Capital Specialty Finance, Inc. Announces September 30, 2026 Financial Results and Declares Fourth Quarter 2026 Dividend of $0.42 per Share

BOSTON – November 9, 2026 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) today announced financial results for the third quarter ended September 30, 2026, and that its Board of Directors (the “Board”) has declared a dividend of $0.42 per share for the fourth quarter of 2026.

“We delivered solid third quarter results, including a 10.3% annualized NII yield on equity, and our diversified portfolio of borrowers remains healthy,” said Michael Ewald, Chief Executive Officer of BCSF. “With yields beginning to move higher as floating rate loans reset, and new deals continuing to fund at attractive spreads, we see this environment creating compelling opportunities in the core middle market. Our longstanding and disciplined strategy positions us well to capitalize on them.”

Quarterly Highlights

•
Net investment income (NII) per share was $0.43, equating to an annualized NII yield on book value of 10.3%(1);
•
Net income per share was $0.26, equating to an annualized return on book value of 6.2%(1);
•
Net asset value per share as of September 30, 2026 was $16.49, as compared to $16.65 as of June 30, 2026;
•
Gross and net investment fundings were $121.5 million and $(81.6) million, respectively; ending net debt-to-equity was 1.18x, as compared to 1.22x as of June 30, 2026(2);
•
Investments on non-accrual were relatively stable quarter-over-quarter, representing 3.3% and 2.2% of the total investment portfolio at amortized cost and fair value, respectively, as of September 30, 2026;
•
During the quarter, the Company increased commitments under its senior secured revolving credit facility with Sumitomo Mitsui Banking Corporation as administrative agent (the "Sumitomo Credit Facility") to $955.0 million from $855.0 million; and
•
Subsequent to quarter-end, the Company’s Board of Directors declared a dividend of $0.42 per share for the fourth quarter of 2026 payable to stockholders of record as of December 15, 2026(3).

Selected Financial Highlights

 

($ in millions, unless otherwise noted)

Q3 2026

 

Q2 2026

 

Net investment income per share

$

0.43

 

$

0.44

 

Net investment income

$

27.7

 

$

28.6

 

Earnings per share

$

0.26

 

$

0.22

 

Regular dividends per share declared and payable

$

0.42

 

$

0.42

 

 

($ in millions, unless otherwise noted)

As of
September 30, 2026

 

As of
June 30, 2026

 

Total fair value of investments

$

2,270.3

 

$

2,363.6

 

Total assets

$

2,427.4

 

$

2,620.1

 

Total net assets

$

1,069.8

 

$

1,080.4

 

Net asset value per share

$

16.49

 

$

16.65

 

 

Portfolio and Investment Activity

For the three months ended September 30, 2026, the Company invested $121.5 million in 120 portfolio companies, including $47.9 million in 5 new companies and $73.6 million in 115 existing companies. The Company had $203.1 million of principal repayments and sales in the quarter, resulting in net investment fundings of $(81.6) million.

Investment Activity for the Quarter Ended September 30, 2026:

 

 


 

 

($ in millions)

Q3 2026

 

Q2 2026

 

Investment Fundings

$

121.5

 

$

182.0

 

Sales and Repayments

$

203.1

 

$

277.2

 

Net Investment Activity

$

(81.6

)

$

(95.2

)

 

As of September 30, 2026, the Company’s investment portfolio had a fair value of $2,270.3 million, comprised of investments in 215 portfolio companies operating across 30 different industries.

Investment Portfolio at Fair Value as of September 30, 2026:

 

Investment Type

$ in Millions

 

% of Total

 

First Lien Senior Secured Loan

$

1,412.7

 

 

62.3

%

Second Lien Senior Secured Loan

 

21.3

 

 

0.9

 

Subordinated Debt

 

90.6

 

 

4.0

 

Preferred Equity

 

177.8

 

 

7.8

 

Equity Interest

185.9

 

 

8.2

 

Warrants

 

0.7

 

 

0.0

 

Investment Vehicles

 

381.3

 

 

16.8

 

Subordinated Note in ISLP

 

190.7

 

 

8.4

 

Equity Interest in ISLP

 

26.7

 

 

1.2

 

Subordinated Note in SLP

 

162.1

 

 

7.1

 

Preferred and Equity Interest in SLP

 

1.8

 

 

0.1

 

Total

$

2,270.3

 

 

100.0

%

 

As of September 30, 2026, the weighted average yield on the investment portfolio at amortized cost and fair value were 11.2% and 10.7%, respectively, as compared to 10.8% and 10.4%, respectively, as of June 30, 2026(4)(5). 94.1% of the Company’s debt investments at fair value were in floating rate securities.

As of September 30, 2026, four portfolio companies were on non-accrual status, representing 3.3% and 2.2% of the total investment portfolio at amortized cost and fair value, respectively.

As of September 30, 2026, ISLP’s investment portfolio had an aggregate fair value of $696.9 million, comprised of investments in 38 portfolio companies operating across 15 different industries. The investment portfolio on a fair value basis was comprised of 93.8% first lien senior secured loans, 0.7% second lien senior secured loans and 5.5% equity interests. 100% of ISLP’s debt investments at fair value were in floating rate securities.

As of September 30, 2026, SLP’s investment portfolio had an aggregate fair value of $1,617.7 million, comprised of investments in 110 portfolio companies operating across 26 different industries. The investment portfolio on a fair value basis was comprised of 99.2% first lien senior secured loans, 0.3% second lien senior secured loans, and 0.5% equity interests. 100.0% of SLP’s debt investments at fair value were in floating rate securities.

Results of Operations

For the three months ended September 30, 2026 and June 30, 2026, total investment income was $59.9 million and $62.3 million, respectively.

Total expenses (before taxes) for the three months ended September 30, 2026 and June 30, 2026 were $31.4 million and $33.0 million, respectively.

Net investment income for the three months ended September 30, 2026 and June 30, 2026 was $27.7 million or $0.43 per share and $28.6 million or $0.44 per share, respectively.

During the three months ended September 30, 2026, the Company had net realized and unrealized losses of $11.0 million.

Net increase in net assets resulting from operations for the three months ended September 30, 2026 was $16.7 million, or $0.26 per share.

Capital and Liquidity

As of September 30, 2026, the Company had total principal debt outstanding of $1,340.0 million, including $68.0 million outstanding in the Company’s Sumitomo Credit Facility, $272.0 million outstanding of the debt issued through

 

img250878609_1.jpg

Bain Capital Specialty Finance, Inc.

 


 

 

BCC Middle Market CLO 2019-1 LLC, $300.0 million outstanding in the Company’s senior unsecured notes due October 2026, $350.0 million outstanding in the Company's senior unsecured notes due March 2030, and $350.0 million outstanding in the Company's senior unsecured notes due March 2031.

For the three months ended September 30, 2026, the weighted average interest rate on debt outstanding was 5.0%, as compared to 5.0% for the three months ended June 30, 2026.

As of September 30, 2026, the Company had cash and cash equivalents (including foreign cash) of $28.5 million, restricted cash and cash equivalents of $30.1 million, $16.2 million of unsettled trades, net of receivables and payables of investments, and $887.0 million of capacity under its Sumitomo Credit Facility. As of September 30, 2026, the Company had $435.5 million of undrawn investment commitments.

As of September 30, 2026, the Company’s debt-to-equity and net debt-to-equity ratios were 1.25x and 1.18x, respectively, as compared to 1.41x and 1.22x, respectively, as of June 30, 2026(2).

Endnotes

(1)
Net investment income yields and net income returns are calculated on average net assets, or book value, for the respective periods shown.
(2)
Net debt-to-equity represents principal debt outstanding less cash and cash equivalents and unsettled trades, net of receivables and payables of investments.
(3)
The fourth quarter dividend is payable on December 29, 2026 to stockholders of record as of December 15, 2026.
(4)
The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost or fair value. The weighted average yield does not represent the total return to our stockholders.
(5)
For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending amortized cost or fair value, as applicable. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.

Conference Call Information

A conference call to discuss the Company’s financial results will be held live at 10:00 a.m. Eastern Time on November 10, 2026. Please visit BCSF’s webcast link located on the Events & Presentations page of the Investor Resources section of BCSF’s website at http://www.baincapitalspecialtyfinance.com for a slide presentation that complements the Earnings Conference Call.

Participants are also invited to access the conference call by dialing one of the following numbers:

•
Domestic: 1-800-420-1459
•
International: 1-203-518-9861
•
Conference ID: BAIN

All participants will need to reference “Bain Capital Specialty Finance - Third Quarter Ended September 30, 2026 Earnings Conference Call” once connected with the operator. All participants are asked to dial in 10-15 minutes prior to the call.

Replay Information:

An archived replay will be available approximately three hours after the conference call concludes through November 24, 2026 via a webcast link located on the Investor Resources section of BCSF’s website, and via the dial-in numbers listed below:

•
Domestic: 1-844-512-2921
•
International: 1-412-317-6671
•
Conference ID: 11162932

 

img250878609_1.jpg

Bain Capital Specialty Finance, Inc.

 


 

 

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

 

 

 

As of

 

 

As of

 

 

 

September 30, 2026

 

 

December 31, 2025

 

 

 

(Unaudited)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Investments at fair value:

 

 

 

 

 

 

 

 

Non-controlled/non-affiliate investments (amortized cost of $1,686,467 and $1,891,513, respectively)

 

$

 

1,682,370

 

 

$

 

1,905,297

 

Non-controlled/affiliate investments (amortized cost of $44,550 and $7,504, respectively)

 

 

 

56,832

 

 

 

 

18,674

 

Controlled affiliate investments (amortized cost of $553,204 and $603,650, respectively)

 

 

 

531,132

 

 

 

 

584,470

 

Cash and cash equivalents

 

 

 

25,690

 

 

 

 

23,092

 

Foreign cash (cost of $2,309 and $2,477, respectively)

 

 

 

2,854

 

 

 

 

3,151

 

Restricted cash and cash equivalents

 

 

 

30,110

 

 

 

 

32,667

 

Collateral on derivatives

 

 

 

31,781

 

 

 

 

10,993

 

Deferred financing costs

 

 

 

5,432

 

 

 

 

3,543

 

Interest receivable on investments

 

 

 

36,526

 

 

 

 

38,023

 

Interest rate swap

 

 

 

—

 

 

 

 

7,976

 

Receivable for sales and paydowns of investments

 

 

 

16,878

 

 

 

 

28,856

 

Prepaid insurance

 

 

 

438

 

 

 

 

489

 

Unrealized appreciation on forward currency exchange contracts

 

 

 

3,462

 

 

 

 

—

 

Dividend receivable

 

 

 

3,866

 

 

 

 

5,354

 

Total Assets

 

$

 

2,427,371

 

 

$

 

2,662,585

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Debt (net of unamortized debt issuance costs of $14,714 and $10,110, respectively)

 

$

 

1,300,111

 

 

$

 

1,470,796

 

Interest rate swap

 

 

 

24,873

 

 

 

 

—

 

Interest payable

 

 

 

10,502

 

 

 

 

12,376

 

Payable for investments purchased

 

 

 

700

 

 

 

 

2,110

 

Collateral payable on derivatives

 

 

 

—

 

 

 

 

12,907

 

Unrealized depreciation on forward currency exchange contracts

 

 

 

—

 

 

 

 

9,061

 

Base management fee payable

 

 

 

8,779

 

 

 

 

9,408

 

Incentive fee payable

 

 

 

—

 

 

 

 

5,877

 

Accounts payable and accrued expenses

 

 

 

12,580

 

 

 

 

12,910

 

Distributions payable

 

 

 

—

 

 

 

 

9,730

 

Total Liabilities

 

 

 

1,357,545

 

 

 

 

1,545,175

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (See Note 10)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

 

 

Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized, 64,868,507 and 64,868,507 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

 

 

 

65

 

 

 

 

65

 

Paid in capital in excess of par value

 

 

 

1,161,110

 

 

 

 

1,161,110

 

Total distributable loss

 

 

 

(91,349

)

 

 

 

(43,765

)

Total Net Assets

 

 

 

1,069,826

 

 

 

 

1,117,410

 

Total Liabilities and Total Net Assets

 

$

 

2,427,371

 

 

$

 

2,662,585

 

 

 

 

 

 

 

 

 

 

Net asset value per share

 

$

 

16.49

 

 

$

 

17.23

 

 

See Notes to Consolidated Financial Statements

 

img250878609_1.jpg

Bain Capital Specialty Finance, Inc.

 


 

 

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

 

2026

 

 

 

2025

 

 

 

2026

 

 

 

2025

 

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income from non-controlled/non-affiliate investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest from investments

 

$

 

34,572

 

 

$

 

43,677

 

 

$

 

111,700

 

 

$

 

129,641

 

Dividend income

 

 

 

841

 

 

 

 

600

 

 

 

 

2,114

 

 

 

 

5,265

 

PIK income

 

 

 

7,499

 

 

 

 

7,462

 

 

 

 

23,735

 

 

 

 

21,569

 

Other income

 

 

 

1,154

 

 

 

 

1,538

 

 

 

 

4,397

 

 

 

 

8,529

 

Total investment income from non-controlled/non-affiliate investments

 

 

 

44,066

 

 

 

 

53,277

 

 

 

 

141,946

 

 

 

 

165,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income from non-controlled/affiliate investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest from investments

 

 

 

166

 

 

 

 

—

 

 

 

 

204

 

 

 

 

135

 

PIK income

 

 

 

395

 

 

 

 

—

 

 

 

 

395

 

 

 

 

30

 

Other income

 

 

 

26

 

 

 

 

67

 

 

 

 

91

 

 

 

 

109

 

Total investment income from non-controlled/affiliate investments

 

 

 

587

 

 

 

 

67

 

 

 

 

690

 

 

 

 

274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income from controlled affiliate investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest from investments

 

 

 

10,270

 

 

 

 

10,273

 

 

 

 

27,639

 

 

 

 

29,228

 

Dividend income

 

 

 

4,929

 

 

 

 

3,581

 

 

 

 

18,097

 

 

 

 

10,490

 

PIK income

 

 

 

1

 

 

 

 

2

 

 

 

 

3

 

 

 

 

8

 

Total investment income from controlled affiliate investments

 

 

 

15,200

 

 

 

 

13,856

 

 

 

 

45,739

 

 

 

 

39,726

 

Total investment income

 

 

 

59,853

 

 

 

 

67,200

 

 

 

 

188,375

 

 

 

 

205,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and debt financing expenses

 

 

 

20,140

 

 

 

 

20,310

 

 

 

 

61,056

 

 

 

 

60,986

 

Base management fee

 

 

 

8,778

 

 

 

 

9,430

 

 

 

 

26,856

 

 

 

 

27,755

 

Incentive fee

 

 

 

—

 

 

 

 

4,599

 

 

 

 

6,419

 

 

 

 

12,267

 

Professional fees

 

 

 

608

 

 

 

 

713

 

 

 

 

1,920

 

 

 

 

2,141

 

Directors fees

 

 

 

180

 

 

 

 

182

 

 

 

 

540

 

 

 

 

538

 

Other general and administrative expenses

 

 

 

1,707

 

 

 

 

1,965

 

 

 

 

5,537

 

 

 

 

6,464

 

Total expenses, net of fee waivers

 

 

 

31,413

 

 

 

 

37,199

 

 

 

 

102,328

 

 

 

 

110,151

 

Net investment income before taxes

 

 

 

28,440

 

 

 

 

30,001

 

 

 

 

86,047

 

 

 

 

94,853

 

Income tax expense, including excise tax

 

 

 

731

 

 

 

 

801

 

 

 

 

2,369

 

 

 

 

2,953

 

Net investment income

 

 

 

27,709

 

 

 

 

29,200

 

 

 

 

83,678

 

 

 

 

91,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized and unrealized gains (losses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net realized gain (loss) on non-controlled/non-affiliate investments

 

 

 

(10,004

)

 

 

 

1,345

 

 

 

 

(13,412

)

 

 

 

(14,780

)

Net realized gain (loss) on non-controlled/affiliate investments

 

 

 

(52

)

 

 

 

(11,081

)

 

 

 

(6,650

)

 

 

 

(14,759

)

Net realized gain (loss) on controlled affiliate investments

 

 

 

(459

)

 

 

 

—

 

 

 

 

(13,984

)

 

 

 

—

 

Net realized gain (loss) on foreign currency transactions

 

 

 

831

 

 

 

 

335

 

 

 

 

8

 

 

 

 

667

 

Net realized gain (loss) on forward currency exchange contracts

 

 

 

(2,097

)

 

 

 

(1,016

)

 

 

 

(8,222

)

 

 

 

(4,830

)

Net change in unrealized appreciation on foreign currency translation

 

 

 

233

 

 

 

 

(183

)

 

 

 

(129

)

 

 

 

1,736

 

Net change in unrealized appreciation on forward currency exchange contracts

 

 

 

2,763

 

 

 

 

3,023

 

 

 

 

12,523

 

 

 

 

(14,124

)

Net change in unrealized appreciation on non-controlled/non-affiliate investments

 

 

 

3,234

 

 

 

 

(485

)

 

 

 

(27,313

)

 

 

 

31,015

 

Net change in unrealized appreciation on non-controlled/affiliate investments

 

 

 

1,649

 

 

 

 

12,459

 

 

 

 

10,544

 

 

 

 

9,214

 

Net change in unrealized appreciation on controlled affiliate investments

 

 

 

(7,101

)

 

 

 

(14,894

)

 

 

 

(2,892

)

 

 

 

(15,067

)

Total net loss

 

 

 

(11,003

)

 

 

 

(10,497

)

 

 

 

(49,527

)

 

 

 

(20,928

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in net assets resulting from operations

 

$

 

16,706

 

 

$

 

18,703

 

 

$

 

34,151

 

 

$

 

70,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net investment income per share of common stock

 

$

 

0.43

 

 

$

 

0.45

 

 

$

 

1.29

 

 

$

 

1.42

 

Basic and diluted increase in net assets resulting from operations per share of common stock

 

$

 

0.26

 

 

$

 

0.29

 

 

$

 

0.53

 

 

$

 

1.10

 

Basic and diluted weighted average common stock outstanding

 

 

 

64,868,507

 

 

 

 

64,868,507

 

 

 

 

64,868,507

 

 

 

 

64,805,106

 

 

See Notes to Consolidated Financial Statements

 

img250878609_1.jpg

Bain Capital Specialty Finance, Inc.

 


 

 

About Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc. is an externally managed specialty finance company focused on lending to middle market companies. BCSF is managed by BCSF Advisors, LP, an SEC-registered investment adviser and a subsidiary of Bain Capital Credit, LP. Since commencing investment operations on October 13, 2016, and through September 30, 2026, BCSF has invested approximately $10,238.4 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. BCSF’s investment objective is to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds. BCSF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

Forward-Looking Statements

This press release or the webcast/conference call may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the U.S. Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein or on the webcast/conference call. All forward-looking statements speak only as of the date of this press release.

Investor Contact:

Katherine Schneider

Tel. (212) 803-9613

investors@baincapitalbdc.com

Media Contact:

Scott Lessne

Tel. +1 (212) 300-1800

slessne@apcoworldwide.com

 

img250878609_1.jpg

Bain Capital Specialty Finance, Inc.

 


Exhibit 99.2

img251802130_0.jpg

 

Bain Capital Specialty Finance, Inc.

 

Bain Capital Specialty Finance Appoints Amrit Kanwal to its Board of Directors

BOSTON – November 9, 2026 – Bain Capital Specialty Finance, Inc. (“BCSF” or the “Company”) (NYSE: BCSF) today announced the appointment of Amrit Kanwal as an independent director to its Board of Directors (the “Board”), effective November 4, 2026. Mr. Kanwal will serve on the Audit, Nominating and Corporate Governance, and Compensation Committees. BCSF’s Board now includes nine members, including six independent directors.

Mr. Kanwal is an accomplished C-suite executive leader and board director with extensive financial and strategic expertise across financial services, mutual funds, and consumer goods. Effective November 4, 2026, Mr. Kanwal was also appointed as an independent director of Bain Capital Private Credit, a non-traded business development company that is externally managed by an affiliate of BCSF Advisors, LP, the Company’s investment adviser and a subsidiary of Bain Capital Credit, LP. Mr. Kanwal currently serves as an independent director for Columbia Threadneedle Investments and as a director of the Arete Newbury Fund. Mr. Kanwal previously held board positions at MFS Investment Management, Aditya Birla Sun Life Asset Management, Meridian Funds, PanAgora Asset Management, among others. Over a 16-year tenure as Executive Vice President and Chief Financial Officer of MFS Investment Management, he drove global expansion and grew enterprise earnings more than sixfold. Previously, Mr. Kanwal served as Chief Financial Officer of Putnam Investments, where he successfully led corporate turnaround and stabilization strategies, ultimately orchestrating the firm's sale to Great-West Lifeco Inc. in 2007.

“As a proven executive leader and global strategist, Amrit will further bolster our Board’s capabilities and composition, and we welcome him to BCSF,” said Michael Ewald, Chief Executive Officer of BCSF. “His breadth of expertise in finance, treasury, and strategy and deep governance background will be a valuable resource to the Board as we continue to deliver shareholder value.”

“I have long admired Bain Capital as a firm for its partnership approach and the rigor and discipline they bring to investing,” said Mr. Kanwal. “I am proud to join BCSF’s Board and look forward to collaborating closely with my fellow directors to continue to drive the Company’s long-term success.”

Earlier in his career, Mr. Kanwal worked in corporate development and finance roles at Miller Brewing, Pepsi-Cola, and Sequa Corporation. He holds a Bachelor of Business Administration degree from the University of Texas at Austin and a Master of Business Administration degree from the University of Southern California's Marshall School of Business. Mr. Kanwal is actively involved in youth development and sports philanthropy, currently serving on the board of the US Squash Foundation.

About Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc. is an externally managed specialty finance company focused on lending to middle market companies. BCSF is managed by BCSF Advisors, LP, an SEC-registered investment adviser and a subsidiary of Bain Capital Credit, LP. Since commencing investment operations on October 13, 2016, and through September 30, 2026, BCSF has invested approximately $10,238.4 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. BCSF’s investment objective is to generate current income and, to a lesser extent, capital appreciation through direct originations of secured debt, including first lien, first lien/last out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds. BCSF has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the U.S. Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Investor Contact:

Katherine Schneider

Tel. (212) 803-9613

investors@baincapitalbdc.com

Media Contact:

Scott Lessne

Tel. +1 (212) 300-1800

slessne@apcoworldwide.com

img251802130_1.jpg Bain Capital Specialty Finance, Inc.


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