[8-K] Bain Capital Specialty Finance, Inc. Reports Material Event

Rhea-AI Filing Summary

Resideo Technologies, Inc. (REZI) filed a Form 144 disclosing a planned disposition of 5,579 common shares via Morgan Stanley Smith Barney on 07 July 2025. The stock originates from restricted stock units granted on 16 November 2022 and carries an estimated market value of $134,342. With 148,503,534 shares currently outstanding, the sale equals roughly 0.004 % of total shares—an amount generally viewed as immaterial to the company’s float. The filer reported no other sales in the past three months, and the notice contains no commentary on company operations or outlook.

Insights

Securities Analyst

TL;DR Routine Form 144 for 5,579 REZI shares (~$134k); negligible 0.004% float impact, signalling standard insider liquidity.

The filing outlines a modest prospective insider sale valued at $134k. Given the company’s 148.5 million shares outstanding, the transaction is far below any threshold that would influence liquidity, ownership structure, or market sentiment. No accompanying material disclosures or pattern of selling were noted. I view the event as operationally neutral and unlikely to affect valuation or trading dynamics.

Corporate Governance Expert

TL;DR Insider intends minor sale under Rule 144; governance significance minimal.

Rule 144 filings ensure transparency for insider dispositions. The absence of additional sales over the prior quarter and the tiny proportion of stock involved (<0.01%) suggest the move is personal liquidity rather than a governance red flag. There is no indication of undisclosed adverse information. Overall, the filing maintains compliance without raising governance concerns.

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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): June 30, 2025

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

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))

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

On June 30, 2025, Jessica Yeager resigned from her position as Vice President of Bain Capital Specialty Finance, Inc. (the “Company”) in order to pursue other professional opportunities. Ms. Yeager’s resignation is not a result of any disagreement with the Company.

The Board appointed Adriana Rojas Garzón as Vice President of the Company effective as of the close of business on June 30, 2025. Ms. Rojas Garzón is a Vice President and Associate General Counsel, Capital Markets. Ms. Rojas Garzón joined Bain Capital in 2010.

Ms. Rojas Garzón has no family relationships with any current director, executive officer, or person nominated to become a director or executive officer of the Company, and there are no transactions or proposed transactions to which the Company is a party, or intended to be a party, in which Ms. Rojas Garzón has, or will have, a material interest subject to Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 7, 2025				By:		/s/ Adriana Rojas Garzón
				Name:		Adriana Rojas Garzón
				Title:		Vice President

FAQ

How many Resideo (REZI) shares are being sold under this Form 144?

5,579 common shares are proposed for sale.

What is the estimated market value of the REZI shares to be sold?

The filing lists an aggregate value of $134,342.32.

What percentage of Resideo’s outstanding shares does the sale represent?

Approximately 0.004 % of the 148,503,534 shares outstanding.

When were the shares originally acquired by the insider?

They were acquired on 16 November 2022 as restricted stock units.

On what date may the proposed sale take place?

The approximate sale date provided is 07 July 2025.

Which broker is handling the transaction for the insider?

The broker of record is Morgan Stanley Smith Barney LLC, Executive Financial Services.