Golub Capital BDC (NASDAQ: GBDC) prices $250M 7.050% notes due 2028

Rhea-AI Filing Summary

Golub Capital BDC, Inc. entered into an underwriting agreement to issue and sell an additional $250.0 million aggregate principal amount of its 7.050% Notes due 2028. These new notes are being offered through RBC Capital Markets, LLC as underwriter, with closing expected on September 26, 2025, subject to customary conditions.

The notes are being issued under the company’s effective shelf registration statement on Form N-2, using a preliminary and final prospectus supplement and a pricing term sheet dated September 19, 2025. The agreement includes customary representations, warranties, covenants, indemnification, and contribution provisions among the company, its adviser, its administrator, and the underwriter.

Insights

Credit & Capital Structure Analyst

Golub Capital BDC adds $250M in fixed-rate 2028 notes under its shelf.

Golub Capital BDC, Inc. plans to issue an additional $250.0 million of its 7.050% Notes due 2028 through an underwritten offering. The notes come with a fixed coupon of 7.050% and mature in 2028, which can help lock in funding terms over a multiyear horizon. The offering is made off an existing Form N-2 shelf using prospectus supplements and a pricing term sheet dated September 19, 2025.

The underwriting agreement with RBC Capital Markets, LLC, the adviser, and the administrator contains customary representations, covenants, and indemnification provisions, which are standard for this type of debt issuance. Actual balance sheet impact will depend on how the proceeds are ultimately deployed, which is not detailed in the excerpt.

This transaction reflects ongoing use of capital markets financing rather than a change in strategy. Subsequent periodic reports should show how the additional 7.050% debt affects interest expense, leverage metrics, and net investment income once the offering closes, which is expected on September 26, 2025, subject to customary conditions.

false 0001476765 0001476765 2025-09-19 2025-09-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): September 19, 2025

GOLUB CAPITAL BDC, INC.

(Exact name of Registrant as specified in its charter)

Delaware		814-00794		27-2326940
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 Park Avenue, 25th Floor, New York, NY 10166

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060

(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 (see General Instruction A.2. below):

¨ 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 communions 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		GBDC		The Nasdaq Global Select Market

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

¨ 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 1.01. Entry into a Material Definitive Agreement.

On September 19, 2025, Golub Capital BDC, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, GC Advisors LLC (the “Adviser”), Golub Capital LLC (the “Administrator”), and RBC Capital Markets, LLC, as the underwriter set forth therein, in connection with the issuance and sale of an additional $250.0 million aggregate principal amount of the Company’s 7.050% Notes due 2028 (the “New Notes” and the issuance and sale of the New Notes, the “Offering”). The closing of the Offering is expected to occur on September 26, 2025, subject to customary closing conditions.

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company, the Adviser, and the Administrator. It also provides for customary indemnification by each of the Company, the Adviser, the Administrator, and the underwriter 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 (File No. 333-286240) previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated September 19, 2025, a final prospectus supplement dated September 19, 2025, and the pricing term sheet filed with the SEC on September 19, 2025. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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 as an exhibit hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER		DESCRIPTION
1.1		Underwriting Agreement, dated September 19, 2025, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, and RBC Capital Markets, LLC, as the underwriter set forth therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Golub Capital BDC, Inc.
Date: September 25, 2025		By:	/s/ Christopher C. Ericson
			Christopher C. Ericson
			Chief Financial Officer and Treasurer

FAQ

What financing action did Golub Capital BDC (GBDC) disclose in this 8-K?

Golub Capital BDC, Inc. disclosed that it entered into an underwriting agreement to issue and sell an additional $250.0 million aggregate principal amount of its 7.050% Notes due 2028 in an underwritten offering.

What are the key terms of Golub Capital BDCs new notes due 2028?

The new securities are 7.050% Notes due 2028 with an additional $250.0 million aggregate principal amount to be issued. They are offered under the companys effective shelf registration statement on Form N-2 using prospectus supplements and a pricing term sheet dated September 19, 2025.

When is the closing of Golub Capital BDCs $250 million note offering expected?

The closing of the offering of the additional $250.0 million of 7.050% Notes due 2028 is expected to occur on September 26, 2025, subject to customary closing conditions.

Who is underwriting the new notes for Golub Capital BDC (GBDC)?

The underwriting agreement names RBC Capital Markets, LLC as the underwriter, alongside GC Advisors LLC as the adviser and Golub Capital LLC as the administrator.

Under what registration statement is Golub Capital BDC issuing the new 2028 notes?

The additional 7.050% Notes due 2028 are being offered under Golub Capital BDCs effective shelf registration statement on Form N-2 (File No. 333-286240), supplemented by a preliminary and final prospectus supplement and a pricing term sheet dated September 19, 2025.

Does this 8-K for GBDC include the full underwriting agreement?

The 8-K includes only a summary of the underwriting agreement and states that the full text is filed as Exhibit 1.1 and incorporated by reference for complete terms.