$350M 5.950% notes due 2031 priced by Bain Capital Specialty Finance (BCSF)

Rhea-AI Filing Summary

Bain Capital Specialty Finance, Inc. entered into an underwriting agreement to issue and sell $350 million aggregate principal amount of its 5.950% Notes due 2031. The agreement is with BCSF Advisors, LP and a group of underwriters led by Wells Fargo Securities, LLC, J.P. Mogan Securities LLC, and SMBC Nikko Securities America, Inc. It contains customary representations, warranties, covenants, indemnification, and contribution provisions for all parties. The notes offering is being conducted under the company’s effective shelf registration statement on Form N-2, using a preliminary and final prospectus supplement each dated January 22, 2026.

Insights

Credit & capital structure analyst

BCSF lines up $350 million in 5.950% notes due 2031 under its shelf.

Bain Capital Specialty Finance, Inc. has agreed to issue $350 million of 5.950% Notes due 2031 through an underwriting group led by Wells Fargo, J.P. Mogan, and SMBC Nikko. The transaction is structured via an underwriting agreement that includes standard representations, covenants, and indemnification for the company, its adviser, and the underwriters.

The notes are being sold off an effective Form N-2 shelf registration, with a preliminary and final prospectus supplement each dated January 22, 2026. This framework allows the company to access institutional debt markets on predefined terms, with the fixed 5.950% coupon and 2031 maturity setting a long-dated liability profile.

The filing does not detail use of proceeds or leverage metrics, so the net effect on balance sheet strength depends on how the funds are ultimately deployed and any refinancing of existing obligations disclosed in future reports and offering materials.

false0001655050DEMA 0001655050 2026-01-22 2026-01-22

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): January 22, 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)		(I.R.S. Employer Identification No.)

200 CLARENDON STREET, 37TH FLOOR, BOSTON, MA		02116
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 516-2000

N/A

(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))

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. ☐

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, $0.001 par value		BCSF		New York Stock Exchange

Item 1.01. Entry into a Material Definitive Agreement.

On January 22, 2026, Bain Capital Specialty Finance, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, BCSF Advisors, LP (the “Adviser”), and Wells Fargo Securities, LLC, J.P. Mogan Securities LLC and SMBC Nikko Securities America, Inc., as the representatives of the underwriters, in connection with the issuance and sale of $350 million aggregate principal amount of the Company’s 5.950% Notes due 2031 (the “Offering”).

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-288343) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated January 22, 2026 and a final prospectus supplement dated January 22, 2026.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1		Underwriting Agreement, dated January 22, 2026, by and among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and Wells Fargo Securities, LLC, J.P. Mogan Securities LLC and SMBC Nikko Securities America, Inc., as the representative of the underwriters.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: January 23, 2026		By:		/s/ Adriana Rojas Garzón
				Name:		Adriana Rojas Garzón
				Title:		Vice President

FAQ

What did Bain Capital Specialty Finance (BCSF) announce in this 8-K?

BCSF disclosed that it entered into an underwriting agreement for the issuance and sale of $350 million aggregate principal amount of 5.950% Notes due 2031.

What are the key terms of BCSFs new notes offering?

The company is issuing $350 million of fixed-rate 5.950% Notes due 2031, underwritten by a syndicate led by Wells Fargo Securities, J.P. Mogan Securities, and SMBC Nikko Securities America.

Under what registration did BCSF offer the 5.950% Notes due 2031?

The notes are being offered under BCSFs effective Form N-2 shelf registration statement (Registration No. 333-288343), using preliminary and final prospectus supplements dated January 22, 2026.

Who are the parties to BCSFs underwriting agreement for the notes?

The underwriting agreement is among Bain Capital Specialty Finance, Inc., BCSF Advisors, LP, and the underwriters represented by Wells Fargo Securities, LLC, J.P. Mogan Securities LLC, and SMBC Nikko Securities America, Inc.

What protections are included in BCSFs underwriting agreement?

The agreement includes customary representations, warranties, and covenants, plus customary indemnification and contribution provisions for the company, its adviser, and the underwriters against certain liabilities.

Where can investors find the full terms of BCSFs underwriting agreement?

The complete underwriting agreement is filed as Exhibit 1.1 to the report and is incorporated by reference for full details.