Golub Capital BDC to issue $500M 6.25% notes

Golub Capital BDC, Inc. entered into an underwriting agreement to issue and sell $500.0 million aggregate principal amount of its 6.250% Notes due 2031.

Rhea-AI Filing Summary

Golub Capital BDC, Inc. entered into an underwriting agreement to issue and sell $500.0 million aggregate principal amount of its 6.250% Notes due 2031. The transaction is part of an underwritten debt offering made from the company’s effective shelf registration statement on Form N-2.

The offering is expected to close on May 27, 2026, subject to customary closing conditions. The agreement with several underwriters includes customary representations, covenants, indemnification and contribution provisions involving the company, its adviser and its administrator.

Insights

Credit and capital structure analyst

Golub Capital BDC plans a $500M 6.25% note issuance under its shelf.

Golub Capital BDC, Inc. has arranged an underwritten sale of $500.0 million in 6.250% Notes due 2031. This extends fixed-rate funding out to 2031, locking in a specific coupon through an underwriting syndicate led by major banks.

The notes are being issued off an existing Form N-2 shelf, indicating this is a pre-authorized capital-raising pathway. The filing highlights standard representations, covenants and indemnification, with no nonstandard terms described in the excerpt.

Actual impact will depend on how this additional debt fits with overall leverage and asset yields, which are not detailed here. Investors can look to upcoming periodic reports for how interest expense from the 6.250% coupon flows through net investment income.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Notes aggregate principal amount: $500.0 million Coupon rate: 6.250% Expected closing date: May 27, 2026 +2 more

5 metrics

Notes aggregate principal amount $500.0 million 6.250% Notes due 2031 offering

Coupon rate 6.250% Fixed interest rate on Notes due 2031

Expected closing date May 27, 2026 Planned closing of note offering

Shelf registration form Form N-2, File No. 333-286240 Effective shelf used for offering

Underwriting agreement date May 19, 2026 Date agreement was executed

Key Terms

Underwriting Agreement, shelf registration statement, Form N-2, prospectus supplement, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”)"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

shelf registration statement regulatory

"The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form N-2 regulatory

"effective shelf registration statement on Form N-2 (File No. 333-286240)"

Form N-2 is a U.S. Securities and Exchange Commission filing that investment companies use to register and describe closed-end funds and certain management companies for public investors. It lays out the fund’s purpose, fees, risks, portfolio policies and management team—like a detailed product label for a financial product—so investors can compare offerings, understand costs and risks, and make informed decisions before buying shares.

prospectus supplement financial

"as supplemented by a preliminary prospectus supplement dated May 19, 2026, a final prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification regulatory

"It also provides for customary indemnification by each of the Company, the Adviser"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

FAQ

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

What type of securities is Golub Capital BDC (GBDC) issuing in this filing?

Golub Capital BDC is issuing 6.250% Notes due 2031 with an aggregate principal amount of $500.0 million. These are debt securities offered under its effective shelf registration statement on Form N-2.

How large is Golub Capital BDC’s new note offering mentioned for GBDC?

The offering totals $500.0 million aggregate principal amount of 6.250% Notes due 2031. This figure reflects the full size of the debt issuance arranged under the underwriting agreement dated May 19, 2026.

What is the interest rate and maturity of GBDC’s new notes?

The new Golub Capital BDC notes carry a fixed 6.250% interest rate and mature in 2031. This locks in the company’s borrowing cost on this $500.0 million issuance until the stated maturity year.

When is the Golub Capital BDC (GBDC) note offering expected to close?

The closing of the 6.250% Notes due 2031 offering is expected on May 27, 2026. Completion is subject to customary closing conditions typical for underwritten securities offerings.

Under what registration statement is Golub Capital BDC’s note offering being made?

The offering is being made under Golub Capital BDC’s effective shelf registration statement on Form N-2, file number 333-286240. It is supplemented by preliminary and final prospectus supplements dated May 19, 2026.

Who are the underwriters for Golub Capital BDC’s $500M notes offering?

The underwriting syndicate is led by Wells Fargo Securities, J.P. Morgan Securities, Santander US Capital Markets, SMBC Nikko Securities America, and Truist Securities, acting as representatives of the several underwriters named in the agreement.

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

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Accepted by SEC EDGAR 05/20/2026 - 04:39 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): May 19, 2026

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 May 19, 2026, 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 Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Santander US Capital Markets LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale of $500.0 million aggregate principal amount of the Company’s 6.250% Notes due 2031 (the “Notes” and the issuance and sale of the Notes, the “Offering”). The closing of the Offering is expected to occur on May 27, 2026, 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 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 (File No. 333-286240) previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated May 19, 2026, a final prospectus supplement dated May 19, 2026, and the pricing term sheet filed with the SEC on May 19, 2026. 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 May 19, 2026, by and among Golub Capital BDC, Inc., GC Advisors LLC, Golub Capital LLC, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, Santander US Capital Markets LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc., as representatives of the underwriters named in Exhibit A thereto
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: May 20, 2026	By:	/s/ Christopher C. Ericson
		Christopher C. Ericson
		Chief Financial Officer and Treasurer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 275.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB