Golub Capital BDC adds $250M 7.050% notes due 2028

Golub Capital BDC, Inc. issued an additional $250.0 million in aggregate principal amount of its 7.050% Notes due 2028, increasing the total principal of this series to $700.0 million.

Rhea-AI Filing Summary

Golub Capital BDC, Inc. issued an additional $250.0 million in aggregate principal amount of its 7.050% Notes due 2028, increasing the total principal of this series to $700.0 million. These New Notes form a single series with the existing 7.050% notes, share the same terms, and mature on December 5, 2028, with interest at 7.050% per year paid semi-annually on June 5 and December 5.

The notes are senior unsecured obligations, ranking ahead of any future expressly subordinated debt, equal to other unsubordinated debt, and effectively junior to secured and subsidiary obligations. The company may redeem the notes before maturity under defined make-whole and par call terms, and holders gain a repurchase right at 100% of principal if a defined Change of Control Repurchase Event occurs.

Golub Capital BDC intends to use the net proceeds to repay a portion of its senior secured revolving credit facility with JPMorgan Chase Bank, N.A., with the flexibility to re-borrow under that facility or its line of credit with GC Advisors LLC for general corporate purposes, including portfolio investments.

Insights

Credit & Capital Structure Analyst

Golub Capital BDC ups fixed‑rate debt to $700M, mainly refinancing its revolver.

Golub Capital BDC, Inc. has issued an additional $250.0 million of 7.050% Notes due 2028, raising the total for this series to $700.0 million. The coupon and maturity match the Existing Notes, so the company is effectively expanding a fixed‑rate, medium‑term funding source rather than creating a new instrument.

The filing states that net proceeds are intended to repay a portion of the senior secured revolving credit facility with JPMorgan Chase Bank, N.A. This shifts part of the capital structure from secured, floating-rate bank debt toward unsecured, fixed‑rate notes, while still allowing the company to re-borrow under the facility or its line of credit with GC Advisors LLC for general corporate purposes.

The notes are senior unsecured obligations and include standard features such as optional redemption before and after a defined Par Call Date and a Change of Control Repurchase Event at 100% of principal plus accrued interest. Overall, this looks like a routine funding and liability‑management move rather than a transformative capital event.

8-K Event Classification

2 items: 2.03, 9.01

2 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

What did Golub Capital BDC (GBDC) announce in this 8-K?

Golub Capital BDC, Inc. disclosed that it issued an additional $250.0 million in aggregate principal amount of its 7.050% Notes due 2028, bringing the total outstanding for this note series to $700.0 million.

What are the key terms of Golub Capital BDCs 7.050% Notes due 2028?

The Notes mature on December 5, 2028 and bear interest at 7.050% per year, paid semi-annually on June 5 and December 5. For the New Notes, interest payments start on December 5, 2025. They are senior unsecured obligations, ranking ahead of any future expressly subordinated debt and effectively junior to secured and subsidiary obligations.

How will Golub Capital BDC use the $250.0 million of new note proceeds?

The company intends to use the net proceeds of the Offering to repay a portion of the outstanding indebtedness under its senior secured revolving credit facility with JPMorgan Chase Bank, N.A. It may later re-borrow under that facility or borrow under its line of credit with GC Advisors LLC for general corporate purposes, including investments in portfolio companies.

Can Golub Capital BDC redeem the 7.050% Notes before maturity?

Yes. Before November 5, 2028, the company may redeem the Notes at the greater of 100% of principal plus accrued interest or a Treasury Rate-based make-whole amount plus 45 basis points. On or after November 5, 2028, it may redeem the Notes at 100% of principal plus accrued and unpaid interest.

What protections do holders of Golub Capital BDCs Notes have in a change of control?

If a Change of Control Repurchase Event (as defined in the Fourth Supplemental Indenture) occurs before maturity, holders may require the company to repurchase some or all of their Notes for cash at 100% of the principal amount plus accrued and unpaid interest to, but not including, the repurchase date.

Under what regulatory framework were the new notes offered by GBDC?

The Offering was made pursuant to the companys effective shelf registration statement on Form N-2 (File No. 333-286240), together with a preliminary prospectus supplement, a pricing term sheet, and a final prospectus supplement, each dated September 19, 2025.

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

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Accepted by SEC EDGAR 09/26/2025 - 04:05 PM Learn about SEC filing dates

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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): September 26, 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 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On September 26, 2025, Golub Capital BDC, Inc. (the “Company”) issued an additional $250.0 million in aggregate principal amount of its 7.050% Notes due 2028 (the “New Notes” and the issuance and sale of the New Notes, the “Offering”). The New Notes were issued as additional notes under the base indenture, dated October 2, 2020 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated December 5, 2023 (the “Fourth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), pursuant to which the Company initially issued $450.0 million in aggregate principal amount of the 7.050% Notes due 2028 (the “Existing Notes” and together with the New Notes, the “Notes”) on December 5, 2023.

The New Notes are treated as a single series with the Existing Notes under the Indenture and have the same terms as the Existing Notes (except the issue date, the offering price and the initial interest payment date). The New Notes have the same CUSIP number and are fungible and rank equally with the Existing Notes. Upon issuance of the New Notes, the outstanding aggregate principal amount of the Company’s 7.050% Notes due 2028 is $700.0 million.

The Notes mature on December 5, 2028, unless previously redeemed or repurchased in accordance with their terms. The 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 December 5, 2025 for the New Notes. The 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 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.

Prior to November 5, 2028 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date, or (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Fourth Supplemental Indenture) plus 45 basis points less (b) interest accrued to the date of redemption. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date. No sinking fund is provided for the Notes. In addition, if a Change of Control Repurchase Event (as defined in the Fourth Supplemental Indenture) occurs in respect of the Company prior to maturity, holders of the Notes may require the Company to repurchase for cash some or all of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but not including, the repurchase date.

The Indenture contains certain covenants, including a covenant requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the “SEC”), and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

The Company intends to use the net proceeds of the Offering to repay a portion of the outstanding indebtedness under the Company’s senior secured revolving credit facility with JPMorgan Chase Bank, N.A. (the “JPM Credit Facility”). However, the Company may re-borrow under the JPM Credit Facility or borrow under the Company’s line of credit with GC Advisors LLC for general corporate purposes, which may include investing in portfolio companies in accordance with the Company’s investment strategy.

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 SEC, as supplemented by a preliminary prospectus supplement dated September 19, 2025, the pricing term sheet filed with the SEC on September 19, 2025, and a final prospectus supplement dated 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 transaction closed on September 26, 2025.

The description above is only a summary of the material provisions of the Base Indenture, the Fourth Supplemental Indenture, and the Notes and is qualified in its entirety by reference to copies of the Base Indenture, the Fourth Supplemental Indenture, and the form of global note representing the Notes, respectively, which are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER		DESCRIPTION
4.1		Indenture, dated as of October 2, 2020, by and between Golub Capital BDC, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on October 2, 2020)
4.2		Fourth Supplemental Indenture, dated as of December 5, 2023, relating to the 7.050% Notes due 2028, by and between Golub Capital BDC, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 5, 2023)
4.3		Form of Global Note with respect to 7.050% Notes due 2028 (included in Exhibit 4.2 to the Current Report on Form 8-K filed on December 5, 2023 and incorporated by reference herein)
5.1		Opinion of Eversheds Sutherland (US) LLP
23.1		Consent of Eversheds Sutherland (US) LLP (contained in the opinion filed as Exhibit 5.1 hereto)
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 26, 2025	By:	/s/ Christopher C. Ericson
		Christopher C. Ericson
		Chief Financial Officer and Treasurer