false
0001794776
0001794776
2026-05-21
2026-05-21
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):
May 21, 2026
Palmer Square Capital BDC Inc.
(Exact name of Registrant as Specified in Its
Charter)
| Maryland |
|
814-01334 |
|
84-3665200 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1900 Shawnee Mission Parkway,
Suite 315,
Mission Woods, Kansas |
|
66205 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: 816-994-3200
(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:
| ☐ |
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 |
|
PSBD |
|
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 (§ 230.405
of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 8.01 Other Events.
Increase and Extension of Stock Repurchase Program
On May 21, 2026, Palmer Square Capital BDC (the “Company”)
issued a press release to announce that its board of directors approved an increase and extension of the Company’s stock repurchase
program. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K, including
Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall
such information be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended,
or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
| Press Release, dated May 21, 2026 |
| 104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Palmer Square Capital BDC Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Palmer Square Capital BDC Inc. |
| |
|
| Date: May 21, 2026 |
By: |
/s/ Jeffrey D. Fox |
| |
Name: |
Jeffrey D. Fox |
| |
Title: |
Chief Financial Officer |
Exhibit 99.1

Palmer Square Capital BDC Inc. Announces Increase
and Extension of its Stock Repurchase Program
Authorizes an Additional
$30 million of Repurchases
MISSION WOODS, Kansas, May 21, 2026 —
Palmer Square Capital BDC Inc. (NYSE: PSBD) (“PSBD” or the “Company”), an externally managed business development
company, today announced that the Company’s board of directors authorized an increase and extension of the Company’s previously
established open-market share repurchase program (the “Repurchase Program”).
Under the increased and extended Repurchase Program,
the board of directors authorized the Company to repurchase an additional $30 million of shares of its common stock and extended the Repurchase
Program to expire on June 22, 2027. Pursuant to the program, the Company may, from time to time, purchase shares of its common stock in
the open market, subject to market conditions and other factors. To date, approximately $22.2 million of repurchases have been made by
the Company under the Repurchase Program.
In connection with the Repurchase Program, the
Company expects to enter into a share repurchase plan (the “Rule 10b5-1 Repurchase Plan”) to acquire up to $10 million in
the aggregate of its common stock, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange
Act of 1934, as amended. The Rule 10b5-1 Repurchase Plan will require the Company’s agent to repurchase shares of the Company’s
common stock on the Company’s behalf when the market price of the Company’s common stock is a certain level below the most
recently reported net asset value (“NAV”) per share of the common stock, subject to applicable law, including certain volume,
market and timing restrictions.
“Consistent with our comments on the most
recent earnings call, we remain conviction buyers of PSBD at current levels. Today we are pleased to announce a $30 million expansion
of our share repurchase authorization — including a new $10 million 10b5-1 repurchase program and a $20 million increase to our
existing open market repurchase program,” said Christopher D. Long, Chairman and Chief Executive Officer of PSBD. “Given PSBD’s
current discount to book value despite a transparent NAV which is disclosed monthly, we believe there is tremendous value in buying our
own portfolio at a discount to drive shareholder returns and view this repurchase expansion as a clear expression of our alignment with
shareholders.”
About Palmer Square Capital BDC Inc.
Palmer Square Capital BDC Inc. (NYSE: PSBD) is
an externally managed, non-diversified closed-end management investment company that primarily lends to and invests in corporate debt
loans, including but not limited to large private U.S. companies in the broadly syndicated loan market, as well as the direct large cap
private credit market. PSBD has elected to be regulated as a business development company under the Investment Company Act of 1940. PSBD’s
investment objective is to maximize total return, comprised of current income and capital appreciation. PSBD’s current investment
focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt
loans and, to a lesser extent, (2) investing in other debt securities which may include collateralized loan obligation debt and equity.
PSBD’s investment activities are managed by its investment adviser, Palmer Square BDC Advisor LLC, an affiliate of Palmer Square
Capital Management LLC.
Forward-Looking Statements
Statements other than statements of historical
facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results
and involve a number of risks and uncertainties. The forward-looking statements may include statements as to our future base and supplemental
dividend distributions and the prospects of our portfolio companies. These and other forward-looking statements can be identified by the
use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,”
“anticipate,” “project,” “estimate,” “intend,” “continue,” “target,”
or “believe” or the negatives thereof or other variations thereon or comparable terminology. Actual results may differ materially
from those in the forward-looking statements as a result of a number of factors, including those described from time to time in PSBD’s
filings with the SEC. PSBD undertakes no duty to update any forward-looking statement made herein unless required by law. All forward-looking
statements speak only as of the date of this press release. Although PSBD undertakes no obligation to revise or update any forward-looking
statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures
that PSBD may make directly to you or through reports that in the future may be filed with the SEC, including annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K.

Contacts
Investors
Matt Bloomfield and Jeremy Goff
Palmer Square Capital BDC Inc.
Investors@palmersquarebdc.com
Media
Josh Clarkson
Prosek Partners
PSBD@prosek.com