Goldman Sachs BDC (NYSE: GSBD) reshuffles staggered board classes

Rhea-AI Filing Summary

Goldman Sachs BDC, Inc. reported board changes focused on how directors are grouped into classes, rather than adding or removing individuals. Effective February 25, 2026, the Board size was reduced from seven directors to six to reflect a vacancy created by a former director’s retirement on December 31, 2025.

The Board appointed Timothy J. Leach and Katherine P. Uniacke as Class III directors so each class represents about one‑third of the Board, consistent with the Company’s Amended and Restated Certificate of Incorporation. To enable this reallocation, Mr. Leach and Ms. Uniacke resigned from their prior Class I and Class II positions on that date, while Mr. Leach continues as Board Chairman and as chair or member of multiple key committees. The Company states that they have no disqualifying family relationships or material related‑party transactions under Item 404(a) of Regulation S‑K.

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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): February 25, 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 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On and effective as of February 25, 2026, the Board of Directors (the “Board”) of Goldman Sachs BDC, Inc. (the “Company”) reduced its size from seven directors to six directors due to a vacancy on the Board resulting from the retirement of a former director effective as of the close of business on December 31, 2025. The Board also appointed Timothy J. Leach and Katherine P. Uniacke as Class III directors in order to ensure that each class consists, as nearly as possible, of one-third of the total number of directors, in accordance with the requirements of the Company’s Amended and Restated Certificate of Incorporation. Each of the Class III directors shall hold office until the 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, removal or disqualification. Mr. Leach was formerly a Class I director and Ms. Uniacke was formerly a Class II director. Solely to allow the Board to effectuate such reallocation of director classes, Mr. Leach and Ms. Uniacke resigned as Class I and Class II directors, respectively, on February 25, 2026. Mr. Leach remains Chairman of the Board, as well as Chairman of each of the Governance and Nominating Committee, Compliance Committee, and Contract Review Committee and a member of the Audit Committee and Compensation Committee.

Neither Mr. Leach nor Ms. Uniacke has any 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 Mr. Leach or Ms. Uniacke has, or will have, a material interest subject to Item 404(a) of Regulation S-K.

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: March 2, 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 board changes did Goldman Sachs BDC (GSBD) disclose in this 8-K?

Goldman Sachs BDC disclosed technical changes to its board structure, not new appointments from outside. The Board size decreased from seven to six directors, and existing directors Timothy J. Leach and Katherine P. Uniacke were reassigned to the Class III director group.

Why were Timothy J. Leach and Katherine P. Uniacke moved to Class III at GSBD?

They were moved to Class III so each director class represents, as nearly as possible, one-third of the total Board, as required by the company’s Amended and Restated Certificate of Incorporation. This is a structural governance adjustment rather than a change in board membership.

Did Goldman Sachs BDC’s 8-K report any new director joining or leaving the board?

The 8-K did not report a new director joining on February 25, 2026. Instead, it referenced a prior retirement effective December 31, 2025 that created a vacancy, and then described reallocating existing directors among classes to keep the staggered board balanced.

How long will the new Class III directors serve at Goldman Sachs BDC?

Each Class III director, Timothy J. Leach and Katherine P. Uniacke, will serve until the 2026 annual meeting of stockholders, and then until a successor is duly elected and qualified or until earlier death, resignation, removal, or disqualification, consistent with standard staggered board terms.

Does Goldman Sachs BDC report any related-party conflicts for Leach or Uniacke?

The company states that neither Timothy J. Leach nor Katherine P. Uniacke has family relationships with current directors or executive officers. It also notes there are no transactions in which either has a material interest that would require disclosure under Item 404(a) of Regulation S‑K.

What roles does Timothy J. Leach retain on GSBD’s board committees?

Timothy J. Leach remains Chairman of the Board and continues as Chairman of the Governance and Nominating Committee, Compliance Committee, and Contract Review Committee. He also stays a member of the Audit Committee and Compensation Committee, maintaining a central role in the company’s board governance structure.

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