Palmer Square Capital BDC (NYSE: PSBD) resets $300M term CLO

Rhea-AI Filing Summary

Palmer Square Capital BDC Inc. completed a refinancing of a $300.00 million term debt securitization through a CLO reset for its wholly owned subsidiary Palmer Square BDC CLO 1, Ltd. The CLO provides long-term balance sheet financing for part of the investment portfolio, and the Notes are subject to the company’s regulatory asset coverage requirement.

As part of the reset, the Issuer issued $228.00 million AAA Class A-R Notes due 2039 at Term SOFR plus 1.28% and $72.00 million AA Class B-R Notes due 2039 at Term SOFR plus 1.75%. Palmer Square Capital BDC retains 100% of the subordinated notes, which receive residual cash flows from the loan portfolio, and has irrevocably waived all collateral management fees while it serves as collateral manager. The Notes are scheduled to mature on July 15, 2039 and may be redeemed on any business day after the refinancing date. They were issued in a private offering and are not registered under U.S. securities laws.

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.

Key Figures

CLO refinancing size: $300.00 million Class A-R Notes: $228.00 million Class B-R Notes: $72.00 million +3 more

6 metrics

CLO refinancing size $300.00 million Refinancing of term debt securitization completed on July 15, 2026

Class A-R Notes $228.00 million AAA Secured Notes due 2039 bearing interest at Term SOFR plus 1.28%

Class B-R Notes $72.00 million AA Secured Notes due 2039 bearing interest at Term SOFR plus 1.75%

Maturity date of Notes July 15, 2039 Scheduled maturity date for the Secured Notes and Subordinated Notes

Class A-R interest margin 1.28% Interest spread over Term SOFR on AAA Class A-R Notes

Class B-R interest margin 1.75% Interest spread over Term SOFR on AA Class B-R Notes

Key Terms

CLO Reset Transaction, Term SOFR, Subordinated Notes, U.S. Risk Retention Rules, +2 more

6 terms

CLO Reset Transaction financial

"completed the refinancing of a $300.00 million term debt securitization (the “CLO Reset Transaction”)"

Term SOFR financial

"bear interest at the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”)"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

Subordinated Notes financial

"retain 100% of the subordinated notes issued by the Issuer on the Original Closing Date (the “Subordinated Notes”)"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

U.S. Risk Retention Rules regulatory

"continue to retain the Subordinated Notes in accordance with the U.S. Risk Retention Rules"

EU/UK Securitization Regulations regulatory

"in accordance with the U.S. Risk Retention Rules and the EU/UK Securitization Regulations"

Collateral Management Agreement financial

"managed by the Company as collateral manager pursuant to a collateral management agreement"

A collateral management agreement is a contract that sets out how pledged assets (collateral) are held, monitored and moved between parties to secure a loan or trading exposure. Think of it as rules for a safety-deposit box and its keeper: it defines who values the collateral, how margin calls are handled, and how disputes are resolved. For investors, it matters because it reduces counterparty and liquidity risk by clarifying protections and procedures if one side can’t meet its obligations.

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Available on EDGAR 07/15/2026 - 04:53 PM Accepted by SEC EDGAR 07/15/2026 - 04:52 PM Learn about SEC filing dates

FAQ

What transaction did Palmer Square Capital BDC (PSBD) complete on July 15, 2026?

On July 15, 2026, Palmer Square Capital BDC Inc. completed a refinancing of a $300.00 million term debt securitization via a CLO reset for Palmer Square BDC CLO 1, Ltd., providing long-term balance sheet financing for part of its investment portfolio through newly issued secured notes.

How is the $300.00 million CLO Reset Transaction for PSBD structured?

The CLO Reset Transaction includes $228.00 million of AAA Class A-R Notes due 2039 at Term SOFR plus 1.28% and $72.00 million of AA Class B-R Notes due 2039 at Term SOFR plus 1.75%, all issued by Palmer Square BDC CLO 1, Ltd. as secured obligations.

What interest terms apply to the Class A-R and Class B-R Notes in PSBD’s CLO?

The AAA Class A-R Notes bear interest at Term SOFR plus 1.28%, while the AA Class B-R Notes bear interest at Term SOFR plus 1.75%. Both classes are scheduled to mature on July 15, 2039, providing long-dated financing tied to Term SOFR.

What role do the Subordinated Notes play in Palmer Square Capital BDC’s CLO structure?

Palmer Square Capital BDC retains 100% of the subordinated notes, which do not bear interest but are entitled to all principal and interest from the CLO loan portfolio after paying the Secured Notes. This retention aligns with U.S. Risk Retention Rules and EU/UK Securitization Regulations.

How are collateral management fees handled in PSBD’s CLO Reset Transaction?

Under the Collateral Management Agreement, Palmer Square Capital BDC serves as collateral manager and has irrevocably waived all collateral management fees payable to it for so long as it remains collateral manager, effectively running the CLO without collecting those ongoing fees.

Are the Notes issued in PSBD’s CLO Reset registered under U.S. securities laws?

The Notes, including the Secured Notes and Subordinated Notes, have not been and will not be registered under the Securities Act of 1933 or state blue sky laws. They may only be offered or sold in the United States pursuant to registration or an applicable exemption.

What assets back Palmer Square Capital BDC’s refinanced CLO?

The CLO is backed by a diversified portfolio of senior secured loans or participation interests, with potential investments in second lien loans, corporate bonds, and debtor-in-possession loans under Section 364 of the Bankruptcy Code, all managed by Palmer Square Capital BDC as collateral manager.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 15, 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, KS		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 (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 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		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 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 July 15, 2026 (the “Refinancing Date”), Palmer Square Capital BDC Inc. (the “Company”) completed the refinancing of a $300.00 million term debt securitization (the “CLO Reset Transaction”) of Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, in connection with which the Issuer issued the Secured Notes (as defined below). The CLO Reset Transaction functions as a source of long-term balance sheet financing for a portion of the Company’s portfolio investments and, as a result, the Notes (as defined below) issued in connection with the CLO Reset Transaction are subject to the Company’s regulatory asset coverage requirement.

The Secured Notes offered in the CLO Reset Transaction were issued by the Issuer pursuant to an indenture (the “Indenture”), dated as of May 23, 2024 (the “Original Closing Date”), among the Issuer, Palmer Square BDC CLO 1, LLC (the “Co-Issuer”) and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”), as amended by a supplemental indenture (the “Supplemental Indenture”), dated as of the Refinancing Date, among the Issuer, the Co-Issuer and the Trustee, and consented to by the Company, as collateral manager and subordinated noteholder, and consist of (i) $228.00 million of AAA Class A-R Notes due 2039, which bear interest at the forward-looking term rate based on the secured overnight financing rate (“Term SOFR”) plus 1.28% (the “Class A-R Notes”); and (ii) $72.00 million of AA Class B-R Notes due 2039, which bear interest at Term SOFR plus 1.75% (the “Class B-R Notes” and, together with the Class A-R Notes, the “Secured Notes”). The Company continues to retain 100% of the subordinated notes issued by the Issuer on the Original Closing Date (the “Subordinated Notes”), which do not bear interest but are entitled to all of the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed to the holders of the Secured Notes, and will continue to retain the Subordinated Notes in accordance with the U.S. Risk Retention Rules and the EU/UK Securitization Regulations at and after the closing of the CLO Reset Transaction. The Secured Notes together with the Subordinated Notes are collectively referred to herein as the “Notes.”

On the Refinancing Date and in connection with the CLO Reset Transaction, the Issuer and the Co-Issuer entered into a refinancing note purchase agreement (the “Purchase Agreement”) with BofA Securities, Inc., as the refinancing initial purchaser (the “Initial Purchaser”), pursuant to which the Initial Purchaser purchased the Secured Notes issued pursuant to the Indenture, as amended by the Supplemental Indenture, as part of the CLO Reset Transaction.

The CLO Reset Transaction is backed by a diversified portfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation interests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority allowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein, which is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with the Issuer on the Original Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral management fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled to mature on July 15, 2039; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated Notes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day on or after the Refinancing Date.

The Secured Notes are the secured obligations of the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes customary covenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.

The descriptions of the documentation related to the CLO Reset Transaction contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the underlying agreements, attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, incorporated into this Current Report on Form 8-K by reference.

1

Item 9.01. Financial Statements and Exhibits.  

(d)       Exhibits.

10.1		Indenture, dated as of May 23, 2024, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and U.S. Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 814-01334), filed on May 23, 2024).
10.2		Collateral Management Agreement, dated as of May 23, 2024, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, and Palmer Square Capital BDC Inc., as Collateral Manager (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 814-01334), filed on May 23, 2024).
10.3		Note Purchase Agreement, dated as of July 15, 2026, by and among Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and BofA Securities, Inc., as Initial Purchaser.
10.4		Supplemental Indenture, dated as of July 15, 2026, by and between Palmer Square BDC CLO 1, Ltd., as Issuer, Palmer Square BDC CLO 1, LLC, as Co-Issuer, and U.S. Bank Trust Company, National Association, as Trustee.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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:  July 15, 2026	By:	/s/ Jeffrey D. Fox
	Name:	Jeffrey D. Fox
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.3 NOTE PURCHASE AGREEMENT, DATED AS OF JULY 15, 2026, BY AND AMONG PALMER SQUARE B 166.4 KB
• EX-10.4 SUPPLEMENTAL INDENTURE, DATED AS OF JULY 15, 2026, BY AND BETWEEN PALMER SQUARE 44.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB