false000147676500014767652026-02-042026-02-04

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): February 4, 2026
GOLUB CAPITAL BDC, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware814-0079427-2326940
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS 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 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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareGBDC 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 o

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. o



Item 2.02.
Results of Operations and Financial Condition.
On February 4, 2026, Golub Capital BDC, Inc. issued a press release announcing its financial results for its first fiscal quarter ended December 31, 2025. A copy of this press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibits 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.  The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of Golub Capital BDC, Inc., dated as of February 4, 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, 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: February 4, 2026
By:      /s/ Christopher C. Ericson
Name:     Christopher C. Ericson
Title:     Chief Financial Officer

Exhibit 99.1



Golub Capital BDC, Inc. Announces Fiscal Year 2026 First Quarter Financial Results
Declares Quarterly Distribution of $0.33 Per Share

NEW YORK, NY, February 4, 2026 - Golub Capital BDC, Inc., a business development company (Nasdaq: GBDC), today announced its financial results for its first fiscal quarter ended December 31, 2025.

Except where the context suggests otherwise, the terms “we,” “us,” “our,” and “Company” refer to Golub Capital BDC, Inc. and its consolidated subsidiaries. “GC Advisors” refers to GC Advisors LLC, our investment adviser.
SELECTED FINANCIAL HIGHLIGHTS
(in thousands, except per share data)
December 31, 2025September 30, 2025
Investment portfolio, at fair value$8,639,231 $8,769,389 
Total assets$8,893,965 $8,978,299 
Net asset value per share$14.84 $14.97 
Quarter Ended
December 31, 2025September 30, 2025
Net investment income per share$0.37 $0.38 
Amortization of purchase premium per share0.01 0.01 
Adjusted net investment income per share1
$0.38 $0.39 
 
Net realized/unrealized gain/(loss) per share$(0.12)$(0.02)
Reversal of realized/unrealized loss resulting from the amortization of purchase premium per share1
(0.01)(0.01)
Adjusted net realized/unrealized gain/(loss) per share1
$(0.13)$(0.03)
Earnings/(loss) per share$0.25 $0.36 
Adjusted earnings/(loss) per share1
$0.25 $0.36 
Net asset value per share$14.84 $14.97 
Distributions paid per share$0.39 $0.39 

1     On September 16, 2019 and June 3, 2024, the Company completed its acquisition of Golub Capital Investment Corporation (“GCIC”) and Golub Capital BDC 3, Inc. (“GBDC 3”), respectively. Each acquisition was accounted for under the asset acquisition method of accounting in accordance with Accounting Standards Codification 805-50, Business Combinations — Related Issues. Under asset acquisition accounting, where the consideration paid to GCIC and GBDC 3’s stockholders exceeded the relative fair values of the assets acquired, the premium paid by the Company was allocated to the cost of the GCIC and GBDC 3 investments acquired by the Company pro-rata based on their relative fair value. Immediately following each acquisition, the Company recorded its assets at their respective fair values and, as a result, the purchase premium allocated to the cost basis of the assets acquired was immediately recognized as unrealized depreciation on the Company's Consolidated Statement of Operations. The purchase premium allocated to investments in loan securities acquired from GCIC and GBDC 3 will amortize over the life of the loans through interest income with a corresponding reversal of the unrealized depreciation on such loans acquired through their ultimate disposition. The purchase premium allocated to investments in equity securities will not amortize over the life of the equity securities through interest income and, assuming no subsequent change to the fair value of the GCIC and GBDC 3 equity securities acquired and disposition of such equity securities at fair value, the Company will recognize a realized loss with a corresponding reversal of the unrealized depreciation upon disposition of the GCIC and GBDC 3 equity securities acquired.

As a supplement to U.S. generally accepted accounting principles (“GAAP”) financial measures, the Company is providing the following non-GAAP financial measures that it believes are useful for the reasons described below:
“Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” – excludes the amortization of the purchase premium from net investment income calculated in accordance with GAAP.
“Adjusted Net Investment Income Before Accrual for Capital Gain Incentive Fee” – Adjusted Net Investment Income excluding the accrual or reversal for the capital gain incentive fee required under GAAP;
“Adjusted Net Realized and Unrealized Gain/(Loss)” and “Adjusted Net Realized and Unrealized Gain/(Loss) Per Share” – excludes the unrealized loss resulting from the purchase premium write-down and the corresponding reversal of the unrealized loss from the amortization of the premium from the determination of realized and unrealized gain/(loss) in accordance with GAAP.
“Adjusted Net Income/(Loss)” and “Adjusted Earnings/(Loss) Per Share” – calculates net income and earnings per share based on Adjusted Net Investment Income and Adjusted Net Realized and Unrealized Gain/(Loss).



Exhibit 99.1

The Company believes that excluding the financial impact of the purchase premium write down in the above non-GAAP financial measures is useful for investors as it is a non-cash expense/loss resulting from the acquisitions of GCIC and GBDC 3 and is one method the Company uses to measure its financial condition and results of operations. In addition, the Company believes excluding the accrual of the capital gain incentive fee under GAAP is useful as a portion of such accrual is not contractually payable under the terms of the Company’s investment advisory agreement with GC Advisors.


First Fiscal Quarter 2026 Highlights

Net investment income per share for the quarter ended December 31, 2025 was $0.37 as compared to $0.38 for the quarter ended September 30, 2025. Excluding $0.01 per share in purchase premium amortization from the GCIC/GBDC 3 acquisitions, and no accrual or reversal for the capital gain incentive fee under GAAP, Adjusted Net Investment Income Per Share1 for the quarter ended December 31, 2025 was $0.38. This compares to Adjusted Net Investment Income Per Share1 of $0.39 for the quarter ended September 30, 2025 when excluding $0.01 per share in purchase premium amortization from the GCIC/GBDC 3 acquisitions and no accrual or reversal for the capital gain incentive fee under GAAP.
Net realized and unrealized gain/(loss) per share for the quarter ended December 31, 2025 was ($0.12). Adjusted Net Realized and Unrealized Gain/(Loss) Per Share1 was ($0.13) when excluding $0.01 per share net reversal of unrealized depreciation and realized loss resulting from the amortization of the purchase premium. The Adjusted Net Realized and Unrealized Gain/(Loss) Per Share1 for the quarter ended December 31, 2025 was primarily due to (i) unrealized depreciation resulting from the underperformance of certain portfolio companies and (ii) a realized loss recognized on the restructuring of a portfolio company investment that was partially offset by (i) net realized gains recognized on the disposition of equity investments in multiple portfolio companies and (ii) net realized and unrealized gains recognized on the translation of foreign currency transactions. For additional analysis, please refer to the Quarter Ended 12.31.2025 Earnings Presentation available on the Investor Resources link on the homepage of the Company's website (www.golubcapitalbdc.com) under Events/Presentations. The Earnings Presentation was also filed with the Securities and Exchange Commission as an exhibit to a Form 8-K. These results compare to net realized and unrealized gain/(loss) per share of ($0.02) during the quarter ended September 30, 2025. Adjusted Net Realized and Unrealized Gain/(Loss) Per Share1 for the quarter ended September 30, 2025 was ($0.03) when excluding $0.01 per share net reversal of unrealized depreciation and realized loss resulting from the amortization of the purchase premium.
Earnings per share for the quarter ended December 31, 2025 was $0.25 as compared to $0.36 for the quarter ended September 30, 2025. Adjusted Earnings Per Share1 for the quarter ended December 31, 2025 was $0.25 as compared to $0.36 for the quarter ended September 30, 2025.
Net asset value (“NAV”) per share decreased to $14.84 at December 31, 2025 from $14.97 at September 30, 2025.
On December 30, 2025, we paid a quarterly distribution of $0.39 per share.
On February 2, 2026, our board of directors declared a quarterly distribution of $0.33 per share, which is payable on March 30, 2026, to stockholders of record as of March 13, 2026. We believe this change appropriately balances GBDC’s four longstanding goals in setting its dividend. Those goals are to maintain a stable NAV over time, to minimize excise taxes over time, to make adjustments infrequently and to pay as high a dividend yield on NAV as sustainable consistent with the above goals. The reduction in quarterly distribution from $0.39 to $0.33 per share reflects our evolving outlook for rates, asset spreads, and financing costs in the market environment. In addition, our board of directors has elected to retain GBDC’s current quarterly variable supplemental dividend policy that generally seeks to distribute to investors through a quarterly supplemental distribution 50% of the earnings of GBDC above the $0.33 quarterly distribution, subject to certain exceptions for maintenance of a stable NAV over time.
During the three months ended December 31, 2025, we opportunistically repurchased approximately 2,623,298 shares of our common stock for an aggregate purchase price of approximately $35.9 million, at an aggregate price of $13.69 per share, and during the period January 1, 2026 through February 4, 2026 we repurchased approximately 0.2 million shares of our common stock for an aggregate purchase price of approximately $2.1 million, at an aggregate price of $13.20 per share in response to market volatility.
During the three months ended December 31, 2025, the Golub Capital Employee Grant Program Rabbi Trust (the “Trust”) purchased approximately $11.6 million, or 846,200 shares, of our common stock for the purpose of awarding incentive compensation to employees of Golub Capital. During the calendar year 2025, the Trust purchased approximately $45.1 million or 3,089,459 shares, of our common stock.

1 See footnote 1 to “Selected Financial Highlights” above.


Exhibit 99.1

Portfolio and Investment Activities

As of December 31, 2025, the Company had investments in 420 portfolio companies with a total fair value of $8,639.2 million. This compares to the Company’s portfolio as of September 30, 2025, as of which date the Company had investments in 417 portfolio companies with a total fair value of $8,769.4 million. Investments in portfolio companies as of December 31, 2025 and September 30, 2025 consisted of the following:
As of December 31, 2025As of September 30, 2025
InvestmentsPercentage ofInvestmentsPercentage of
at Fair ValueTotalat Fair ValueTotal
Investment Type(In thousands)Investments(In thousands)Investments
Senior secured$414,507 4.8 %$442,477 5.0 %
One stop7,531,078 87.1 7,615,809 86.8 
Junior debt*
61,019 0.8 64,821 0.8 
Equity632,627 7.3 646,282 7.4 
Total$8,639,231 100.0 %$8,769,389 100.0 %
*
Junior debt is comprised of second lien and subordinated debt.
The following table shows the asset mix of our new investment commitments for the three months ended December 31, 2025:
New Investment
CommitmentsPercentage of
(In thousands)Commitments
Senior secured$3,000 6.7 %
One stop40,499 90.7 
Junior debt*
— — 
Equity1,157 2.6 
Total new investment commitments$44,656 100.0 %
*
Junior debt is comprised of second lien and subordinated debt.

Total investments in portfolio companies at fair value were $8,639.2 million at December 31, 2025. As of December 31, 2025, total assets were $8,894.0 million, net assets were $3,909.2 million and net asset value per share was $14.84.
Consolidated Results of Operations
For the first fiscal quarter of 2026, the Company reported GAAP net income of $65.2 million or $0.25 per share and Adjusted Net Income2 of $65.2 million or $0.25 per share. GAAP net investment income was $95.7 million or $0.37 per share and Adjusted Net Investment Income1 was $98.9 million or $0.38 per share. GAAP net realized and unrealized gain/(loss) was ($30.5) million or ($0.12) per share and Adjusted Realized and Unrealized Gain/(Loss)1 was ($33.7) million or ($0.13) per share.

Net income can vary substantially from period to period due to various factors, including the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, quarterly comparisons of net income may not be meaningful.

Liquidity and Capital Resources
The Company’s liquidity and capital resources are derived from the Company’s debt securitizations (also known as collateralized loan obligations, or CLOs), unsecured notes, revolving credit facilities and cash flow from operations. The Company’s primary uses of funds from operations include investments in portfolio companies and payment of fees and other expenses that the Company incurs. The Company has used, and expects to continue to use, its debt securitizations, unsecured notes, revolving credit facilities, proceeds from its investment portfolio and proceeds from offerings of its securities and its dividend reinvestment plan to finance its investment objectives.
2 See footnote 1 to “Selected Financial Highlights” above.


Exhibit 99.1

As of December 31, 2025, we had cash, cash equivalents and foreign currencies of $94.0 million, restricted cash, restricted cash equivalents and restricted foreign currencies of $66.6 million and $4,903.1 million of debt outstanding. As of December 31, 2025, subject to leverage and borrowing base restrictions, we had approximately $881.8 million of remaining availability, in the aggregate, on our revolving credit facility with JPMorgan. In addition, as of December 31, 2025, we had $300.0 million of remaining commitments and availability on our unsecured line of credit with GC Advisors.
The Company’s GAAP leverage ratio increased to 1.27x as of December 31, 2025 and our GAAP debt-to-equity ratio, net3 remained stable at 1.23x as of December 31, 2025 (1.21x, on average, throughout the quarter ended December 31, 2025).
Portfolio and Asset Quality

GC Advisors regularly assesses the risk profile of each of the Company’s investments and rates each of them based on an internal system developed by Golub Capital and its affiliates. This system is not generally accepted in our industry or used by our competitors. It is based on the following categories, which we refer to as GC Advisors’ internal performance ratings:
 
Internal Performance Ratings
Rating Definition
5 Involves the least amount of risk in our portfolio. The borrower is performing above expectations, and the trends and risk factors are generally favorable.
4 Involves an acceptable level of risk that is similar to the risk at the time of origination. The borrower is generally performing as expected, and the risk factors are neutral to favorable.
3 Involves a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination. The borrower could be out of compliance with debt covenants; however, loan payments are generally not past due.
2 Involves a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination. In addition to the borrower being generally out of compliance with debt covenants, loan payments could be past due (but generally not more than 180 days past due).
1 Involves a borrower performing substantially below expectations and indicates that the loan’s risk has substantially increased since origination. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 1 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.
Our internal performance ratings do not constitute any rating of investments by a nationally recognized statistical rating organization or represent or reflect any third-party assessment of any of our investments. For additional analysis on the Company's internal performance ratings as of December 31, 2025, please refer to the Quarter Ended 12.31.2025 Earnings Presentation available on Investors Resources link on the homepage of the Company's website (www.golubcapitalbdc.com) under Events/Presentations.

The following table shows the distribution of the Company’s investments on the 1 to 5 internal performance rating scale at fair value as of December 31, 2025 and September 30, 2025:
December 31, 2025September 30, 2025
InternalInvestmentsPercentage ofInvestmentsPercentage of
Performanceat Fair ValueTotalat Fair ValueTotal
Rating(In thousands)Investments(In thousands)Investments
5$240,987 2.8 %$157,871 1.8 %
47,412,877 85.8 7,683,585 87.6 
3875,417 10.1 843,352 9.6 
2109,950 1.3 84,581 1.0 
1— — — — 
Total$8,639,231 100.0 %$8,769,389 100.0 %
3 GAAP debt-to-equity, net is calculated as (a) total debt reduced by (i) cash, (ii) cash equivalents and foreign currencies and (iii) restricted cash held for partial repayment on notes of certain of our securitization vehicles past their reinvestment period term (if any) divided by (b) total net assets.


Exhibit 99.1

Conference Call
The Company will host an earnings conference call at 10:00 am (Eastern Time) on Thursday, February 5, 2026 to discuss the quarterly financial results. All interested parties may participate in the conference call by dialing (888) 330-3529 approximately 10-15 minutes prior to the call; international callers should dial (646) 960-0656. Participants should reference Golub Capital BDC, Inc. when prompted or reference conference ID number 5111111. For a slide presentation that we intend to refer to on the earnings conference call, please visit the Investor Resources link on the homepage of our website (www.golubcapitalbdc.com) and click on the Quarter Ended 12.31.2025 Earnings Presentation under Events/Presentations. An archived replay of the call will be available shortly after the call until 11:59 p.m. (Eastern Time) on February 12, 2026. To hear the replay, please dial (800) 770-2030. International dialers, please dial +1 (609) 800-9909. For all replays, please reference program ID number 5111111.






Exhibit 99.1

Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
(In thousands, except share and per share data)
December 31, 2025September 30, 2025
Assets(unaudited)(audited)
Investments, at fair value (cost of $8,653,728 and $8,759,938, respectively)
$8,639,231 $8,769,389 
Cash and cash equivalents84,310 11,935 
Unrestricted foreign currencies (cost of $9,406 and $11,685, respectively)
9,659 11,681 
Restricted cash and cash equivalents66,573 88,827 
Interest receivable72,129 68,031 
Receivable for investments6,701 7,273 
Other assets15,362 21,163 
Total Assets$8,893,965 $8,978,299 
Liabilities
Debt$4,903,076 $4,926,778 
Less unamortized debt issuance costs(23,849)(26,005)
Debt less unamortized debt issuance costs4,879,227 4,900,773 
Interest payable49,092 38,254 
Management and income incentive fees payable39,637 40,884 
Accounts payable and other liabilities16,855 15,821 
Total Liabilities4,984,811 4,995,732 
Net Assets
Preferred stock, par value $0.001 per share, 1,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively.
— — 
Common stock, par value $0.001 per share, 500,000,000 shares authorized, 263,384,785 issued and outstanding as of December 31, 2025 and 266,008,083 issued and outstanding as of September 30, 2025.
263 266 
Paid in capital in excess of par3,995,213 4,031,117 
Distributable earnings(86,322)(48,816)
Total Net Assets3,909,154 3,982,567 
Total Liabilities and Total Net Assets$8,893,965 $8,978,299 
Number of common shares outstanding 263,384,785 266,008,083 
Net asset value per common share$14.84 $14.97 












Exhibit 99.1


Golub Capital BDC, Inc. and Subsidiaries
Consolidated Statements of Operations
(In thousands, except share and per share data)
Three months ended
December 31, 2025September 30, 2025
(unaudited)(unaudited)
Investment income
Interest income$201,443 $211,548 
Acquisition purchase price premium amortization(3,168)(3,543)
Dividend income7,619 8,059 
Fee income1,113 1,777 
Total investment income207,007 217,841 
Expenses
Interest and other debt financing expenses66,314 70,366 
Base management fee22,115 22,514 
Incentive fee 17,457 18,434 
Professional fees1,785 2,264 
Administrative service fee3,180 3,022 
General and administrative expenses398 476 
Total expenses111,249 117,076 
Net expenses111,249 117,076 
Net investment income after tax95,758 100,765 
Net gain (loss) on investment transactions
Net realized gain (loss) from:
Investments(2,718)(30,370)
Foreign currency transactions(1,120)(55)
Forward currency contracts
— (3,035)
Net realized gain (loss) in investment transactions
(3,838)(33,460)
Net change in unrealized appreciation (depreciation) from:
Investments
(29,014)24,712 
Translation of assets and liabilities in foreign currencies2,048 (3,126)
Forward currency contracts
292 7,245 
Net change in unrealized appreciation (depreciation) on investment transactions
(26,674)28,831 
Net gain (loss) on investment transactions(30,512)(4,629)
(Provision) benefit for taxes on unrealized appreciation on investments — 154 
Net increase (decrease) in net assets resulting from operations$65,246 $96,290 
Per Common Share Data
Basic and diluted earnings per common share$0.25 $0.36 
Dividends and distributions declared per common share$0.39 $0.39 
Basic and diluted weighted average common shares outstanding263,678,730 266,345,245 
    






Exhibit 99.1


ABOUT GOLUB CAPITAL BDC, INC.

Golub Capital BDC, Inc. (“GBDC”) is an externally-managed, non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. GBDC invests primarily in one stop and other senior secured loans to middle market companies that are often sponsored by private equity investors. GBDC’s investment activities are managed by its investment adviser, GC Advisors LLC, an affiliate of the Golub Capital LLC group of companies ("Golub Capital").

ABOUT GOLUB CAPITAL

Golub Capital is a market-leading, award-winning direct lender and experienced private credit manager. The firm specializes in delivering reliable, creative and compelling financing solutions to companies backed by private equity sponsors. Golub Capital’s sponsor finance expertise also forms the foundation of its Broadly Syndicated Loan and Credit Opportunities investment programs. Golub Capital nurtures long-term, win-win partnerships that inspire repeat business from private equity sponsors and investors.

As of January 1, 2026, Golub Capital had over 1,000 employees and over $90 billion of capital under management, a gross measure of invested capital including leverage. The firm has offices in North America, Europe, Asia and the Middle East. For more information, please visit golubcapital.com.

FORWARD-LOOKING STATEMENTS

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. Golub Capital BDC, Inc. undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Contact:

Christopher Ericson
312-212-4036
cericson@golubcapital.com

Source: Golub Capital BDC, Inc.