Goldman Sachs BDC (NYSE: GSBD) issues $400M 5.100% 2029 notes

Rhea-AI Filing Summary

Goldman Sachs BDC, Inc. entered into an underwriting agreement on January 21, 2026 with Goldman Sachs Asset Management, L.P. and SMBC Nikko Securities America, Inc., as representatives of a group of underwriters, to issue and sell $400,000,000 aggregate principal amount of its 5.100% notes due 2029.

The notes are being offered under the company’s effective Form N-2 shelf registration statement and related preliminary prospectus supplement and pricing term sheet filed on January 21, 2026. The agreement includes customary representations, closing conditions, indemnification and termination provisions, and the underwriters and their affiliates have provided, and may continue to provide, various financial and banking services to the company for customary fees.

Insights

Credit & Capital Structure Analyst

Goldman Sachs BDC lines up $400M of 5.100% notes due 2029.

Goldman Sachs BDC, Inc. has agreed to issue $400,000,000 of fixed-rate 5.100% notes due 2029 under an underwriting agreement dated January 21, 2026. This adds a sizeable tranche of term debt to its capital structure, with a clearly defined maturity profile extending to 2029 and a stated coupon of 5.100%.

The transaction is conducted off an effective Form N-2 shelf registration using a preliminary prospectus supplement and pricing term sheet also dated January 21, 2026. Underwriters receive customary indemnification and other protections, and the document notes that the underwriters and affiliates provide commercial banking, advisory and investment banking services to the company for customary fees.

From an investor perspective, this step clarifies part of the company’s funding mix and interest cost through 2029, but the overall impact on leverage, coverage and net income will depend on how the proceeds are deployed and how the broader balance sheet evolves in future periods.

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, and exhibit attachments filed with this report.

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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): January 21, 2026

GOLDMAN SACHS BDC, INC.

(Exact name of registrant as specified in its charter)

Delaware		814-00998		46-2176593
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

200 West Street, New York, New York		10282
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 655-4419

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		GSBD		The 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 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.

Underwriting Agreement

On January 21, 2026, Goldman Sachs BDC, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Goldman Sachs Asset Management, L.P. and SMBC Nikko Securities America, Inc., as representative of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), in connection with the issuance and sale of $400,000,000 aggregate principal amount of the Company’s 5.100% notes due 2029 (the “Offering”).

The Offering was made pursuant to the Company’s effective registration statement on Form N-2 (File No. 333-274797), dated and filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2023, a preliminary prospectus supplement and accompanying prospectus and a pricing term sheet, each dated as of and filed with the SEC on January 21, 2026.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

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.

The Underwriters and their respective affiliates have provided in the past, and may provide from time to time in the future in the ordinary course of their business, certain commercial banking, financial advisory, investment banking and other services to, and their respective affiliates have provided, and may from time to time in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

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.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
1.1*		Underwriting Agreement, dated January 21, 2026, by and among Goldman Sachs BDC, Inc., Goldman Sachs Asset Management, L.P. and SMBC Nikko Securities America, Inc., as representative of the several underwriters named in Schedule A thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon its request.

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.

				GOLDMAN SACHS BDC, INC. (Registrant)
Date: January 26, 2026				By:		/s/ Vivek Bantwal
				Name:		Vivek Bantwal
				Title:		Co-Chief Executive Officer
				By:		/s/ David Miller
				Name:		David Miller
				Title:		Co-Chief Executive Officer

FAQ

What did Goldman Sachs BDC, Inc. (GSBD) agree to on January 21, 2026?

On January 21, 2026, Goldman Sachs BDC, Inc. entered into an underwriting agreement with Goldman Sachs Asset Management, L.P. and SMBC Nikko Securities America, Inc., as representatives of several underwriters, for an offering of its notes.

What securities is Goldman Sachs BDC, Inc. (GSBD) offering under this agreement?

Goldman Sachs BDC, Inc. is offering $400,000,000 aggregate principal amount of its 5.100% notes due 2029 in this transaction.

Under what registration statement is the GSBD notes offering being made?

The notes offering is being made pursuant to Goldman Sachs BDC, Inc.’s effective Form N-2 registration statement (File No. 333-274797), dated and filed with the SEC on September 29, 2023, along with a preliminary prospectus supplement, accompanying prospectus and a pricing term sheet dated January 21, 2026.

Who are the underwriters for Goldman Sachs BDC, Inc.’s $400,000,000 notes offering?

The underwriters include Goldman Sachs Asset Management, L.P. and SMBC Nikko Securities America, Inc., acting as representatives of the several underwriters named in Schedule A to the underwriting agreement.

What are some key features of the underwriting agreement for GSBD’s 5.100% notes due 2029?

The underwriting agreement includes customary representations and warranties, conditions to closing, indemnification obligations among the parties, and termination provisions, reflecting standard terms for a registered debt offering.

Does Goldman Sachs BDC, Inc. have other relationships with the underwriters on this notes deal?

Yes. The filing notes that the underwriters and their affiliates have provided, and may continue to provide, commercial banking, financial advisory, investment banking and other services to Goldman Sachs BDC, Inc. and related entities, for which they have received or will receive customary fees and expenses.

Is the GSBD 5.100% notes due 2029 transaction itself an offer or solicitation in all jurisdictions?

No. The disclosure clarifies that it shall not constitute an offer to sell or a solicitation of an offer to buy the notes in any state or jurisdiction where such actions would be unlawful before registration or qualification under applicable securities laws.