GBDC 10-K & 10-Q changes, risk factors and insider trading

You should carefully consider these risk factors, together with all of the other information included in this Annual Report on Form 10-K and the other reports and documents filed by us with the SEC. The risks set out below are known material risks but not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us could also impair our operations and performance. If any of the following events occur, our business, financial condition, results of operations and cash flows could be materially and adversely affected. In such case, our net asset value (“NAV”) and the trading price of our common stock could decline, and you could lose all or part of your investment. The risk factors described below are the principal risk factors associated with an investment in us as well as those factors generally associated with an investment company with investment objectives, investment policies, capital structure or trading markets similar to ours.

Risks RelatingRelated to Our Business and Structure

You should also be aware that a rise in the general level of interest rates typically will lead to higher interest rates applicable to our debt investments, which could result in an increase ofin the amount of incentive fees payable to GC Advisors. In addition, a decline in the prices of the debt we own could adversely affect our net asset value.NAV. Also, an increase in interest rates available to investors could make an investment in our common stock less attractive if we are not able to increase our distribution rate, which could reduce the value of our common stock.

A number of entities compete with us to make the types of investments that we plan to make, and we believe that recent market trends, including sustained periods of low interest rates, have increased the number of competitors seeking to invest in loans to private, middle-market companies in the United States. We compete with public and private funds, commercial and investment banks, commercial financing companies and, to the extent they provide an alternative form of financing, private equity and hedge funds. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, we believe some of our competitors could have access to funding sources that are not available to us. In addition, some of our competitors could have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a business development company or the source of income, asset diversification and distribution requirements we must satisfy to maintain our qualificationtreatment as a RIC. The competitive pressures we face could have a material adverse effect on our business, financial condition, results of operations and cash flows. As a result of this competition, we can provide no assurance that we will be able to take advantage of attractive investment opportunities that arise from time to time, and we can provide no assurance that we will be able to identify and make investments that are consistent with our investment objective.

Identifying, structuring and consummating investments involves competition among capital providers and market and transaction uncertainty. GC Advisors can provide no assurance that it will be able to identify a sufficient number of suitable investment opportunities or to avoid prepayment of existing investments to satisfy our investment objectives, including as necessary to effectively structure new debt securitizations, credit facilities or other forms of leverage.

The loan origination market is very competitive, which can result in loan terms that are more favorable to borrowers, and conversely less favorable to lenders, such as lower interest rates and fees, weaker borrower financial and other covenants, borrower rights to cure defaults, and other terms more favorable to borrowers than current or historical norms. Increased competition could cause us to make more loans that are “covenant-lite” in nature and, in a distressed scenario, there can be no assurance that these loans will retain the same value as loans with a full package of covenants. As a result of these conditions, the market for leveraged loans could become less advantageous than expected for us, and this could increase default rates, decrease recovery rates or otherwise harm our returns. The risk of prepayment is also higher in the current competitive environment if borrowers are offered more favorable terms by other lenders. The financial markets have experienced substantial fluctuations in prices and liquidity for leveraged loans. Any further disruption in the credit and other financial markets could have substantial negative effects on general economic conditions, the availability of required capital for companies and the operating performance of such companies. These conditions could also could result in increased default rates and credit downgrades, and affect the liquidity and pricing of the investments made by us. Conversely, periods of economic stability and increased competition among capital providers could increase the difficulty of locating investments that are desirable for us.

With respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some of our competitors could make loans with interest rates that will be lower than the rates we offer. In the secondary market for acquiring existing loans, we compete generally on the basis of pricing terms. With respect to all investments, we could lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we could experience decreased net interest income, lower yields and increased risk of credit loss. We will also compete for investment opportunities with accounts managed or sponsored by GC Advisors or its affiliates. Although GC Advisors allocates opportunities in accordance with its allocation policy, allocations to such other accounts will reduce the amount and frequency of opportunities available to us and thus not necessarily be in the best interests of us and our securityholders.security holders. Moreover, the performance of investments will not be known at the time of allocation.

Interest rate risk refers to the risk of market changes in interest rates. Interest rate changes affect the value of debt. In general, rising interest rates will negatively impact the price of fixed rate debt, and falling interest rates will have a positive effect on price. Adjustable rateAdjustable-rate debt also reacts to interest rate changes in a similar manner, although generally to a lesser degree. Interest rate sensitivity is generally larger and less predictable in debt with uncertain paymentrepayment or prepayment schedules. Further, rising interest ratesrates, which have been experienced in the United States and many other countries around the world in recent years, make it more difficult for borrowers to repay debt, which could increase the risk of payment defaults. Any failure of one or more portfolio companies to repay or refinance its debt at or prior to maturity or the inability of one or more portfolio companies to make ongoing payments following an increase in contractual interest rates could have a material adverse effect on our business, financial condition, results of operations and cash flows. In periods of falling interest rates, the probability that loans will be pre-paid increases as borrowers tend to refinance their debt to reduce their borrowing costs. In such periods, there is a risk that we might not be able to invest in new loans on the same terms, or at all. If we cannot invest in new loans on terms that are the same or better than the investments that are repaid, our operations and financial conditions could be adversely affected. In addition, falling interest rates could lead to loans generating lower returns for us for the same level of risk. We could therefore need to invest in riskier loans to achieve the same level of returns.

We do not have any internal management capacity or employees. We rely on GC Advisors to manage and conduct our affairs and make all investment decisions. Subject to the oversight of ourthe board of directors,Board, GC Advisors has sole discretion in originating, structuring, negotiating, purchasing, financing and eventually divesting our investments, and our investors will not be able to evaluate for themselves the merits of particular investments prior to us making such investments. We depend on the diligence, skill and network of business contacts of the senior investment professionals of GC Advisors to achieve our investment objective. GC Advisors’ investment committee, which consists of two members of our board of directors and additional employees of Golub Capital LLC, provides oversight over our investment activities. We also cannot assure you that we will replicate the historical results achieved by members of the investment committee, and we caution you that our investment returns could be substantially lower than the returns achieved by them in prior periods. We expect that GC Advisors will evaluate, negotiate, structure, close and monitor our investments in accordance with the terms of the Investment Advisory Agreement. We can offer no assurance, however, that the senior investment professionals of GC Advisors will continue to provide investment advice to us. If these individuals do not maintain their existing relationships with Golub Capital LLC and its affiliates and do not develop new relationships with other sources of investment opportunities, we can provide no assurance that GC Advisors or its affiliates will be able to identify appropriate replacements or grow our investment portfolio. The loss of any member of GC Advisors’ investment committee or of other senior investment professionals of GC Advisors and its affiliates would limit our ability to achieve our investment objective and operate as we anticipate. This could have a material adverse effect on our financial condition, results of operations and cash flows.

GC Advisors is highly dependent on relationships with private equity sponsors in connection with the sourcing of investments. If private equitythese sponsors find new sources of debt capital that are more advantageous to them, or if GC Advisors suffers reputational harm such that it becomes a less attractive source of capital for private equity sponsors, GC Advisors could have difficulty finding and sourcing new middle-market debt investments. Private equity sponsors could experience financial distress, which could be related or unrelated to the portfolio companies to which we have exposure. Once in financial distress, such sponsors likely would be unable to provide the same level of managerial, operating or financial support to suchthese portfolio companies, resulting in an increased risk of default by such portfolio companies. Additionally, increased or inabilitychanged regulations to repaywhich remainingprivate principalequity atsponsors maturity.are subject could impact how they do business. We could have exposure to private equity sponsor controlled companies that have completed one or more dividend recapitalizations, thereby allowing such sponsors to substantially reduce or eliminate their net investments in underlying portfolio companies. These investments generally present different investment characteristics than investments where private equity sponsors retain significant net contributed capital positions in the underlying portfolio companies. These investments could experience a higher rate of default. Even when a default does not occur, a private equity sponsor could be less willing to provide ongoing financial support to a portfolio company after it has received one or more capital distributions on its investment.

We believe that purchase price multiples of companies (as measuredmeasured, in general terms, by the price paid by a private equity sponsor to purchase a company divided by the company’s trailing twelve-month earnings) to which we have direct or indirect exposure are closevery tohigh all-timeby highs.historical standards. When consideringdetermining the appropriate amount of financing to provide a prospective borrower, GC Advisors considers the value cushion as measured by the difference between the enterprise value of the company and the total amount of financing. If market purchase price multiples decline or if a portfolioborrower companyto which we are directly or indirectly exposed experiences financial distress, the value cushion supporting our investment could deteriorate and the investment could become impaired, resulting in losses for us. The risk of such losses for us are greater during periods when purchase price multiples are close to all-time highs.

Investors are cautioned that past investment performance of similar portfolios and other investment vehicles managed by GC Advisors or its affiliates is not indicative of how we will perform. Our investments could differ from some existing accounts and funds that are or have been sponsored or managed by members of GC Advisors’ investment committee, GC Advisors or affiliates of GC Advisors. Investors in our securities are not acquiring an interest in any accounts that are or have been sponsored or managed by members of GC Advisors’ investment committee, GC Advisors or affiliates of GC Advisors. We often co-invest in portfolio investments with other accounts sponsored or managed by members of GC Advisors’ investment committee, GC Advisors or its affiliates. Such investments are subject to regulatory limitations andand, in some instances, approvals by directors who are not “interested persons,” as defined in the 1940 Act. We can offer no assurance, however, that we will obtain such approvals or develop opportunities that comply with such limitations. We also cannot assure you that we will replicate the historical results achieved by us or by members of the investment committee, and we caution you that our investment returns could be substantially lower than the returns achieved in prior periods. Additionally, all or a portion of the prior results were achieved in particular market conditions that might never be repeated. Moreover, current or future market volatility and regulatory uncertainty can have an adverse impact on our future performance.

In serving in these multiple capacities, GC Advisors and its personnel have obligations to other clients or investors in those entities, the fulfillment of which could conflict with the best interests of us or our stockholders. Economic disruption and uncertainty precipitated by certain events, includingincluding, for exampleexample, public health crises, such as the COVID-19 pandemic, could require GC Advisors and its affiliates to devote additional time and focus to existing portfolio companies in which other funds and accounts managed by GC Advisors and its affiliates hold investments. Furthermore, there is an incentive for GC Advisors’ personnel to devote resources, time and attention to investments or business lines based on the possibility of earning fees or other benefits associated with such investments or business lines, even though such investments or business lines might be of little or no benefit to any particular clients of GC Advisors, including GBDC. The allocation of time and focus by personnel of GC Advisors and its affiliates to existing portfolio company investments held by other funds and accounts could reduce the time that such individuals have to spend on our investing activities.

Our investment objective overlaps with the investment objectives of other affiliated accounts. For example, GC Advisors and its affiliates currently manage GDLC, GBDC 4, GDLCU, GCRED and multiple private funds and separate accounts that pursue an investment strategy similar to or overlapping with ours, some of which will seek additional capital from time to time. We compete with these and other accounts sponsored or managed by GC Advisors and its affiliates for capital and investment opportunities. As a result, GC Advisors and its affiliates face conflicts in the allocation of investment opportunities among us and other accounts advised by or affiliated with GC Advisors and, in certain circumstances, in the timing of the sale of an investment. Certain of these accounts provide for higher management or incentive fees, allow GC Advisors to recover greater expense reimbursements or overhead allocations, and/or permit GC Advisors and its affiliates to receive higher origination and other transaction fees, all of which could contribute to this conflict of interest and create an incentive for GC Advisors to favor such other accounts. For example, the 1940 Act restricts GC Advisors from receiving more than a 1% fee in connection with loans that we acquire, or originate, a limitation that does not exist for certain other accounts. GC Advisors seeks to allocate investment opportunities among eligible accounts in a manner that is fair and equitable over time and consistent with its allocation policy. However, wethere can offerbe no assurance that such opportunities will be allocated to us fairly or equitably in the short-term or over time,any given time period, and there can be no assurance that we will be able to participate in all investment opportunities that are suitable to us. Furthermore, because allocations under GC Advisors’ allocation policy are based on total capital of the relevant investing funds, including us, we expect tomay receive smaller allocations relative to larger accounts, whichand/or couldreceive havelarger aallocations materialrelative adverse effect onto our business,size financialas condition,compared resultsto ofallocations operationsto andlarger cash flows during such ramp-up period.accounts. With respect to the sale of investments, the sale of an investment by one account advised by GC Advisors or its affiliates could potentially adversely affect the market value of the interests in such investment that continue to be held by other accounts, including us.

Additionally, the incentive fee payable by us to GC Advisors could create an incentive for GC Advisors to cause us to realize capital gains or losses that are not in the best interests of us or our stockholders. Under the incentive fee structure, GC Advisors benefits when we recognize capital gains and, because GC Advisors determines when an investment is sold, GC Advisors controls the timing of the recognition of such capital gains. OurThe board of directorsBoard is charged with protecting our stockholders’ interests by monitoring how GC Advisors addresses these and other conflicts of interest associated with its management services and compensation.

The part of the management and incentive fees payable to GC Advisors that relates to our net investment income is computed and paid on income that includes interest income that has been accrued but not yet received in cash, such as market discount, debt instruments with PIK interest, preferred stock with PIK dividends, zero coupon securities, and other deferred interest instruments. This compensation arrangement creates an incentive for GC Advisors to make investments on our behalf that are riskier or more speculative, including debt financings that provide for deferred interest, rather than current cash payments of interest. Under these investments, we accrue the interest over the life of the investment but do not receive the cash income from the investment until the end of the term. Our net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. GC Advisors has an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash payments to us on such securities. This risk could be increased because GC Advisors is not obligated to reimburse us for any fees received even if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.

The majority of our portfolio investments are in the form of securities that are not publiclypublicly-traded. traded.The fair value of such instruments could be difficult to determine. As a result, GCthe Advisors,Valuation as valuation designee,Designee, subject to oversight by ourthe board of directors,Board, determines the fair value of these securities in good faith.

Valuations of private investments and private companies require judgment, are inherently uncertain, often fluctuate and are frequently based on estimates.estimates and not readily observable values. It is possible that determinations of fair value will differ materially from the values that would have been used if an active market for these investments existed. If determinations regarding the fair value of investments were materially higher than the values that were ultimately realized upon the sale of such investments, the returns to our investors would be adversely affected.

In connection with that determination, GCthe Advisors,Valuation as valuation designee,Designee will provide ourthe board of directorsBoard with portfolioquarterly, companyannual valuationsand basedadditional uponreporting, as needed, in accordance with valuation policies and procedures approved by the most recent portfolio company financial statements available and projected financial results of each portfolio company.Board. The participation of GC Advisors’ investment professionals in our valuation process, and the indirect pecuniary interest in GC Advisors by Lawrence E. Golub and David B. Golub, results in a conflict of interest as GC Advisors’ management fee is based, in part, on our average adjusted gross assets and our capital gain and subordinated liquidation incentive fees are based, in part, on unrealized gains and losses.

We have entered into a license agreement with Golub Capital LLC, under which Golub Capital LLC has granted us a non-exclusive, royalty-free license to use the name “Golub Capital.” See “Management Agreements — License Agreement.” In addition, we pay to the Administrator our allocable portion of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement, such as rent and our allocable portion of the cost of our chief financial officer and chief compliance officer and their respective staffs. These arrangements create conflicts of interest, including in the allocation of expenses and the enforcement of the respective agreements, that ourthe board of directorsBoard must monitor.

We can, however, invest alongside GC Advisors’ and its affiliates’ other clients in certain circumstances where doing so is consistent with applicable law, interpretations of the staff of the SEC staff,(the or Staff, interpretations,“Staff”), and/or any co-investment exemptive relief order from the SEC.SEC, as applicable. For example, we can invest alongside such accounts consistent with guidance promulgated by the Staff permitting us and such other accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that GC Advisors, acting on our behalf and on behalf of its other clients, negotiates no term other than price. We can also invest alongside GC Advisors’ other clients as otherwise permissible under regulatory guidance, applicable regulations and GC Advisors’ allocation policy. Under this allocation policy, GC Advisors will determine the amount of any proposed investment to be made by us and similar eligible accounts. We expect that these determinations will be made similarly for other accounts sponsored or managed by GC Advisors and its affiliates. If sufficient securities or loan amounts are available to satisfy our and each such account’s proposed investment, the opportunity will be allocated in accordance with GC Advisors’ pre-transaction determination. Where there is an insufficient amount of an investment opportunity to fully satisfy us and other accounts sponsored or managed by GC Advisors or its affiliates, the allocation policy further provides that allocations among us and other accounts will generally be made pro rata basedin onproportion to the relativelevel capital available forof investment ofthat each of uswe and suchany other eligible accounts,accounts initially sought, subject to minimumcompliance andwith maximumthe investmentterms sizeof limits.any applicable co-investment exemptive relief from the SEC. In situations in which co-investment with other entities sponsored or managed by GC Advisors or its affiliates is not permitted or appropriate, GC Advisors will need to decide whether we or such other entity or entities will proceed with the investment. GC Advisors will make these determinations based on its policies and procedures, which generally require that such opportunities be offered to eligible accounts on a basis that will be fair and equitable over time, including, for example, through random or rotational methods.time. However, wethere can offerbe no assurance that investment opportunities will be allocated to us fairly or equitably over any given time period, and there can be no assurance that we will be able to participate in theall short-terminvestment oropportunities overthat time.are suitable for us.

In situations in which co-investment with other accounts sponsored or managed by GC Advisors or its affiliates is not permitted or appropriate, such as when, in the absence of the exemptive relief described below, we and such other accounts cannot make investments in the same issuer or where the different investments could be expected to result in a conflict between our interest and those of other accounts, GC Advisors needs to decide whether we or such other accounts will proceed with such investments. GC Advisors makes these determinations based on its policies and procedures, which generally require that such investment opportunities be offered to eligible accounts on a basis that is fair and equitable over time, including, for example, through random or rotational methods.time. Moreover, we generally will be unable to invest in an issuer in which an account sponsored or managed by GC Advisors or its affiliates has previously invested. Similar restrictions limit our ability to transact business with our officers or directors or their affiliates. These restrictions limit the scope of investment opportunities that would otherwise be available to us.

Although the terms of the exemptive relief require that GC Advisors will be given the opportunity to cause us to participate in certain transactions originated by affiliates of GC Advisors, GC Advisors could determine that we should not participate in thosecertain transactions and for certain other transactions (as set forth in certain criteria approved by our board of directors)transactions. GC Advisors may not have the opportunity to cause us to participate. In addition, even if we and any such other entities sponsored or managed by GC Advisors or its affiliates invest in the same securities or loans, conflicts of interest could still arise. For example, it is possible that, as a result of legal, tax, regulatory, accounting, political or other considerations, the terms of such investment (and divestment thereof) (including with respect to price and timing) for us and such other entities advised by GC Advisors and its affiliates could differ. Additionally, we and such other entities advised by GC Advisors and its affiliates will generally have different investment periods and/or investment objectives (including return profiles) and, as a result, have conflicting goals with respect to the price and timing of disposition opportunities. As such, to the extent permissible under applicable law and any applicable order issued by the SEC, we and such other entities could dispose of co-investments at different times and on different terms.

We have entered into the Adviser RevolverRevolver, resulting in a conflict of interest between GC Advisors’ obligation to act in its own best interest and in our best interest.

We have entered into the Adviser Revolver, an unsecured revolving loan agreement with GC Advisors. GC Advisors has a conflict of interest between its obligation to act in our best interest and its own best interest. Any such loans or advances made to us under the Adviser Revolver will be consistent with applicable law, GC Advisors’ fiduciary obligations to act in our best interests, our investment objectives, and the asset coverage ratio requirements under the 1940 Act. The terms associated with any such loans from GC Advisors or its affiliates, including the interest charged, shall, in the aggregate, be no more favorable to GC Advisors or its affiliates than could be obtained in an arm’s lengtharm’s-length transaction but will not necessarily be on the same terms or at the same interest rate charged by GC Advisors to other funds that it manages. Neither GC Advisors nor any of its affiliates is obligated to extend any such loans to us and such loans will not necessarily be made available to us in the same amounts or on the same economic terms as are made available to other funds advised by GC Advisors or its affiliates, or at all. In the event that we are required to find third-party financing in place of or in addition to loans from GC Advisors and its affiliates, such third-party financing could be at less favorable economic terms than the loans from GC Advisors and its affiliates, which could reduce our returns.

GC Advisors will generally not make any investment on behalf of us that it does not believe to be in our best interest.interest viewed on an overall basis. However, conflicts can arise in any particular transaction between obtaining the most advantageous terms for an investment, which benefits us and other clients of GC Advisors participating in that investment, and maintaining GC Advisors’ relationship with a borrower or private equity sponsor, which likely serves the long-term best interests of GC Advisors’ clients overall, including us. For example, affiliates of GC Advisors hold relatively small, minority investments in unaffiliated private equity funds, which arguably creates an incentive for GC Advisors to cause us to invest in portfolio companies owned by such private equity funds and to treat such portfolio companies more favorably in a workout situation. As another example of the conflicts that could arise, GC Advisors is permitted to reduce or waive transaction or prepayment fees, offer loan terms that are more favorable to the borrower (and conversely, less favorable to us), accept a below target position size, agree to amend certain terms or waive existing terms or defaults or make other similar concessions to maintain or improve a relationship with a private equity sponsor or borrower, which GC Advisors believes willcould increase the likelihood of repeat business that will benefit us and GC Advisors’ other clients.

GC Advisors operates in multiple business lines and jurisdictions and could pursue additional business lines,lines or operations in additional jurisdictions, which could create a conflict of interest in the allocation of its time and focus.

While Golub Capital maintains twoseveral major business lines, it has explored and will continue to explore opportunities outside these business lines. Such activity could adversely affect us. These risks includeinclude, but are not limited to, reputational damage, loss of management attention and time due to multiple constraints, regulatory sanctions, adverse impact to business relationships, increased competition of capital allocations, and expansion of potential risks to GC Advisors’ business as a whole outside those previously disclosed. New business lines could also exacerbate existing conflicts of interest and raise new conflicts.

Golub Capital could engage in any number of strategic transactions, includingwhich could be material and which could include, for example, acquisitions, divestitures, joint ventures, new business formations, restructurings, launches of new investment fund strategies and structuresstructures, or even a fund that pursues a strategy that is different than what Golub Capital has historically focused on, such as a private equity fund of funds. Additionally,on. Golub Capital has also previously sold passive, non-voting minority stakes in its management companies and could sell further stakes in itself or in its affiliates or acquire stakes in other asset managers, service providers or investment vehicles, including to or from investors in Golub Capital BDC. In August 2018 and September 2024, Golub Capital sold passive, non-voting minority stakes in its management companies. While Golub Capital has not subsequently engaged in any material strategic transactions, it could do so in the future.

We as well as GC Advisors and its affiliates participate in a highly regulated industry and are each subject to formal and informal inquiries, audits and reviews and could be subject to regulatory examinationsinvestigations and enforcement actions, in theeach ordinarycase, coursefrom ofnumerous business.regulatory authorities. There can be no assurance that we and GC Advisors and/or any of its affiliates will avoid regulatory investigation and possible enforcement actions stemming therefrom. GC Advisors is a registered investment adviser and, as such, is subject to the provisions of the Investment Advisers Act.Act, Wethe rules adopted thereunder and SEC or Staff interpretations thereof, all of which are subject to change. Unpublished or changing Staff interpretations could contradict the advice of our outside counsel, which could expose us and GC Advisors areto each,regulatory fromscrutiny. timeThere can be no assurance that we and our affiliates will avoid regulatory investigations or enforcement actions. Changes in regulation or regulatory interpretations could increase the costs and risks to time,which subject to formalwe and informalour examinations,clients investigations,are inquiries, audits and reviews from numerous regulatory authorities both in response to issues and questions raised in such examinations or investigations and in connection with the changing priorities of the applicable regulatory authorities across the market in general.subject.

We will be subject to corporate-level income tax if we are unable to qualify for taxation as a RIC.

In order to qualify for taxation as a RIC under the Code, we must meet certain source-of-income, asset diversification and distribution requirements. The distribution requirement for a RIC is satisfied if we distribute to our stockholders dividends for U.S. federal income tax purposes of an amount generally at least equal to 90% of our investment company taxable income, which is generally our net ordinary income plus the excess of our net short-term capital gains in excess of our net long-term capital losses, determined without regard to any deduction for dividends paid, to our stockholders each taxable year. We are subject, to the extent we use debt financing, to certain asset coverage ratio requirements under the 1940 Act and financial covenants under loan and credit agreements that could, under certain circumstances, restrict us from making distributions necessary to qualify for taxation as a RIC. If we are unable to obtain cash from other sources, we could fail to qualify for taxation as a RIC and, thus, could be subject to corporate-level income tax irrespective of the level of distributions paid to our stockholders. To qualify for taxation as a RIC, we must also meet certain asset diversification requirements at the end of each quarter of our taxable year. Failure to meet these requirements could result in our having to dispose of certain investments quickly in order to prevent the loss of our qualification as a RIC. Because most of our investments are in private or thinly traded public companies, any such dispositions could be made at disadvantageous prices and could result in substantial losses. If we fail to qualify for taxation as a RIC for any reason and become subject to corporate-level income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distributions to stockholders and the amount of our distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on us and our securityholders. See “Business — Taxation as a RIC.”

We could need additional capital to fund new investments and grow our portfolio of investments. We intend tocould access the capital markets periodically to issue debt or equity securities or borrow from financial institutions in order to obtain such additional capital. Unfavorable economic conditions could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. A reduction in the availability of new capital could limit our ability to grow. In addition, in order to qualify for taxation as a RIC, we are required to distribute to our stockholders each taxable year an amount generally at least equal to 90% of the sum of our net ordinary income and net short-term capital gains in excess of net long-term capital losses, or investment company taxable income, determined without regard to any deduction for dividends paid as dividends for U.S. federal income tax purposes, to our stockholders.purposes. As a result, these earnings are not available to fund new investments. An inability to access the capital markets successfully could limit our ability to grow our business and execute our business strategy fully and could decrease our earnings, if any, which could have an adverse effect on the value of our securities. Furthermore, to the extent we are not able to raise capital and are at or near our targeted leverage ratios, we could receive smaller allocations, if any, on new investment opportunities under GC Advisors’ allocation policy and have, in the past, received such smaller allocations under similar circumstances.

That part of the incentive fee payable by us that relates to our net investment income is computed and paid on income that includes income that has been accrued but not yet received in cash, such as accrued market discount, as well as income attributable to debt instruments with PIK interest, preferred stock with PIK dividends and zero couponzero-coupon securities. ItIf a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest or other income previously used in the calculation of the incentive fee will become uncollectible, and GC Advisors has no obligation to refund any fees it received in respect of such accrued income.

In such a case, we could have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital or reduce new investment originations to meet these distribution requirements. If we are not able to obtain such cash from other sources, we could fail to qualify for taxation as a RIC and thus be subject to corporate-level income tax. See “Business — Taxation as a RICRIC.”.

We could issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the current provisions of the 1940 Act, we are permitted as a business development company to issue senior securities in amounts such that our asset coverage, as defined in the 1940 Act, equals the percentage of gross assets less all liabilities and indebtedness not represented by senior securities after each issuance of senior securities that is applicable to us under Section 61 of the 1940 Act. Following the approval of our stockholders of the reduced asset coverage requirements in Section 61(a)(2) of the 1940 Act and subject to our compliance with certain disclosure requirements, effective as of February 6, 2019, under the provisions of the 1940 Act, we are permitted as a business development company to issue senior securities in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. Under the reduced 150% asset coverage requirement, we are permitted under the 1940 Act to have a debt-to-equity ratio of total consolidated assets to outstanding indebtedness of 2:1 as compared to a maximum of 1:1 under the 200% asset coverage requirement that would otherwise apply to us as a business development company. If the value of our assets declines, we could be unable to satisfy this ratio. If that happens, we could be required to sell a portion of our investments and, depending on the nature of our leverage, repay a portion of our indebtedness at a time when such activities could be disadvantageous. This could have a material adverse effect on our operations, and we may not be able to make distributions in an amount sufficient to be subject to tax as a RIC, or at all. Also, any amounts that we use to service our indebtedness would not be available for distributions to our common stockholders. If we issue senior securities, we will be exposed to typical risks associated with leverage, including an increased risk of loss. As of September 30, 2024,2025, we had $4.6$4.9 billion of outstanding borrowings, including $1.2$1.4 billion outstanding under our Debt Securitizations.

We are not generally able to issue and sell our common stock at a price below netthe asset valueNAV per share. We could, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if ourthe board of directorsBoard determines that such sale is in the best interests of us and our stockholders, and, in certain cases, if our stockholders approve such sale. In any such case, the price at which our securities are to be issued and sold cannot be less than a price that, in the determination of ourthe board of directors,Board, closely approximates the market value of such securities (less any distributing commission or discount). If we raise additional funds by issuing common stock or securities convertible into, or exchangeable for, our common stock, then the percentage ownership of our stockholders at that time would decrease, and holders of our common stock could experience dilution.

The use of leverage accelerates and increases the potential for gain or loss on amounts invested. The use of leverage is generally considered a speculative investment technique and increases the risks associated with investing in our securities. The amount of leverage that we employ will depend on GC Advisors’ and ourthe board of directors’Board’s assessment of market and other factors at the time of any proposed borrowing. While we intend to target a leverage ratio of 0.85x to 1.25x debt-to-equity, this limitation will not prevent us from incurring additional leverage or otherwise exceeding such leverage ratio to the full extent permissible under the 1940 Act, including during periods when we are experiencing unusual market volatility or other unexpected conditions.

We could issue senior debt securities to banks, insurance companies and other lenders.lenders and/or enter into reverse repurchase agreements or similar transactions. Lenders of these senior securities will have fixed dollar claims on our assets that are superior to the claims of our common stockholders, and we would expect such lenders to seek recovery against our assets in the event of a default. We have the ability to pledge up to 100% of our assets and can grant a security interest in all of our assets under the terms of any debt instruments we could enter into with lenders. The terms of our existing indebtedness require us to comply with certain financial and operational covenants, and we expect similar covenants in future debt instruments. Failure to comply with such covenants could result in a default under the applicable credit facility or debt instrument if we are unable to obtain a waiver from the applicable lender or holder, and such lender or holder could accelerate repayment under such indebtedness and negatively affect our business, financial condition, results of operations and cash flows. In addition, under the terms of any credit facility or other debt instrument we enter into, we are likely to be required by its terms to use the net proceeds of any investments that we sell to repay a portion of the amount borrowed under such facility or instrument before applying such net proceeds to any other uses. If the value of our assets decreases, leveraging would cause our net asset valueNAV to decline more sharply than it otherwise would have had we not used leverage, thereby magnifying losses,losses or eliminating our equity stake in a leveraged investment. Similarly, any decrease in our net investment income will cause our net income to decline more sharply than it would have had we not borrowed. Such a decline would also negatively affect our ability to make distributions on our common stock or any outstanding preferred stock. Our ability to service our debt depends largely on our financial performance and is subject to prevailing economic conditions and competitive pressures. Our common stockholders bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management fee payable to GC Advisors.

Based on our outstanding indebtedness of $4.7$4.9 billion as of September 30, 20242025 and the effective annual interest rate, which includes amortization of debt financing costs, amortization of discounts on notes issued and non-usage facility fees,fees and the net contractual interest rate swap expense on the 2028 and 2029 Notes, but excluding the net gain/(loss) related to the fair value hedges associated with the 2028 and 2029 Notes interest rate swaps, of 6.21%5.8% as of that date, our investment portfolio would have been required to experience an annual return of at least 6.15%3.21% to cover annual interest payments on the outstanding debt.

As a result of the 2018 Debt Securitization, the GCIC 2018 Debt Securitization, the GBDC 3 2021 Debt Securitization, the GBDC 3 2022 Debt Securitization and the GBDC 3 2022-22024 Debt Securitization, we are subject to a variety of risks, including those set forth below. We use the term “debt securitization” in this annual report on Form 10-K to describe a form of secured borrowing under which an operating company (sometimes referred to as an “originator” or “sponsor”) acquires or originates mortgages, receivables, loans or other assets that earn income, whether on a one-time or recurring basis (collectively, “income producing assets”), and borrows money on a non-recourse basis against a legally separate pool of loans or other income producing assets. In a typical debt securitization, the originator transfers the loans or income producing assets to a single-purpose, bankruptcy-remote subsidiary (also referred to as a “special purpose entity”), which is established solely for the purpose of holding loans and income producing assets and issuing debt secured by these income producing assets. The special purpose entity completes the borrowing through the issuance of notes secured by the loans or other assets. The special purpose entity could issue the notes in the capital markets to a variety of investors, including banks, non-bank financial institutions and other investors. The special purpose entitiesentity that issued the notes in the 2018 Debt Securitization, the GCIC 2018 Debt Securitization, the GBDC 3 2021 Debt Securitization, the GBDC 3 20222024 Debt Securitization andwas the GBDC2024 3Issuer. 2022-2The Debt2024 SecuritizationIssuer wereis a wholly-owned subsidiary of the 2018 Issuer, the GCIC 2018 Issuer, the GBDC 3 2021 Issuer, the GBDC 3 2022 Issuer and the GBDC 3 2022-2 Issuer, respectively (each such special purpose entity, a “Securitization Issuer”). The 2018 Issuer, the GCIC 2018 Issuer, the GBDC 3 2021 Issuer, the GBDC 3 2022 Issuer and the GBDC 3 2022-2 Issuer are wholly-owned subsidiaries of 2018BDC CLO Depositor,8 Depositor (formerly GCIC 2018 CLO Depositor, GBDC 3 2021 CLO Depositor, GBDC 3 2022 CLO 2 Depositor and GBDC 3 2022 ABS 2022-1 Depositor, respectively, each), a wholly-owned subsidiary of Golub Capital BDC, Inc. (each, a “CLO Depositor”). In each of the Debt Securitizations, institutional investors purchasedpurchase certain notes issued by the applicable Securitization Issuer in private placements.

Under the terms of the respective loan sale agreementsagreement entered into upon closing of each of the 2018 Debt Securitization, the GCIC 2018 Debt Securitization, the GBDC 3 2021 Debt Securitization, the GBDC 3 2022 Debt Securitization and the GBDC 3 2022-22024 Debt Securitization (each athe “Closing Date Loan Sale Agreement”), which provided for the sale of assets on the applicable closing date to satisfy risk retention requirements, (1) we transferred to GC Advisors a portion of our ownership interest in the portfolio company investments securing suchthe Debt Securitization for the purchase price and other consideration set forth in the applicable Closing Date Loan Sale Agreement and (2) immediately thereafter, GC Advisors sold to the respective Securitization Issuer all of its ownership interest in suchthe portfolio loans for the purchase price and other consideration set forth in the applicable Closing Date Loan Sale Agreement. Under the terms of the other loan sale agreement governing each suchthe Debt Securitization (each, athe “Depositor Loan Sale Agreement”), which provides for the sale of assets on the applicable closing date as well as future sales from us to the applicable Securitization Issuer through the applicable CLO Depositor, (1) we sold and/or contributed to the applicable CLO Depositor the remainder of our ownership interest in the portfolio company investments securing the applicable Debt Securitization and participations for the purchase price and other consideration set forth in the applicable Depositor Loan Sale Agreement and (2) the applicable CLO Depositor, in turn, sold to the applicable Securitization Issuer all of its ownership interest in suchthe portfolio loans and participations for the purchase price and other consideration set forth in one of the loan sale agreements.agreement. Following these transfers, the applicable Securitization Issuer, and not GC Advisors, the applicable CLO Depositor or us, held all of the ownership interest in suchthe portfolio company investments and participations.

As of September 30, 2024,2025, we held indirectly through the applicableBDC CLO 8 Depositor, the Class C-2B-R 20182024 Notes, the Class DC-R 20182024 Notes, the Subordinated 2018 Notes, and 100% of the membership interests in the 2018 Issuer, the Class C GCIC 2018 Notes, the Class D GCIC 2018 Notes, the Subordinated GCIC 20182024 Notes and 100% of the membership interests in the GCIC 2018 Issuer, GBDC 3 Class D 2021 Notes, which were unfunded as of the closing date, the GBDC 3 Subordinated 2021 Notes, the GBDC 3 Subordinated 2022 Notes, the GBDC 3 Class B 2022-2 Notes, the GBDC 3 Subordinated 2022-2 Notes and 100% of the membership interests in the GBDC 3 2021, GBDC 3 2022 and GBDC 3 2022-22024 Issuer. As a result, we consolidate the financial statements of the 2018 Issuer, the GCIC 2018 Issuer, the GBDC 3 2021 Issuer, the GBDC 3 2022 Issuer and the GBDC 3 2022-22024 Issuer, as well as our other subsidiaries, in our consolidated financial statements.

Because each of the Securitization IssuersIssuer and CLO DepositorsDepositor is disregarded as an entity separate from its owner for U.S. federal income tax purposes, the sale or contribution by us or athe CLO Depositor to a Securitization Issuer or by us to a CLO Depositor did not constitute a taxable event for U.S. federal income tax purposes. If the U.S. Internal Revenue Service were to take a contrary position, there could be a material adverse effect on our business, financial condition, results of operations or cash flows. We could, from time to time, hold asset-backed securities, or the economic equivalent thereof, issued by a securitization vehicle sponsored by another business development company to the extent permitted under the 1940 Act.

The notes issued by each Securitization Issuer that are held by third parties (the “Senior Securitization Notes”) are debt obligations ranking senior in right of payment to other securities issued by the respective Securitization Issuer in the applicable Debt Securitization. As such, there are circumstances in which the interests of holders of the Senior Securitization Notes may not be aligned with the interests of holders of the other classes of notes issued by, and membership interests of, the applicable Securitization Issuer. For example, under the terms of the Class AA-1R 20182024 Notes, holders of the Class AA-1R 20182024 Notes have the right to receive payments of principal and interest prior to holders of the Class BA-2RR 20182024 Notes, the Class C-1B-R 20182024 Notes, the Class C-R 2024 Notes and the 20182024 Issuer.

Remedies pursued by the Controlling Class could be adverse to the interests of the holders of the notes that are subordinated to the Controlling Class (which would include, for example,include the Class C‑2B-R 20182024 Notes, Class DC-R 20182024 Notes and Subordinated 20182024 Notes to the extent the Class AA-1R 2018 Notes, Class B 2018 Notes, Class C-1 2018 Notes and Class C-2 2018 Notes, or Class D 2018 Notes constitute the Controlling Class, the Class B‑2 GCIC 2018 Notes, Class C GCIC 2018 Notes, Class D GCIC 2018 Notes and Subordinated GCIC 2018 Notes to the extent the Class A-1 GCIC 2018 Notes, Class A-2 GCIC 2018 Notes, Class B GCIC 2018 Notes, Class C GCIC 20182024 Notes or Class DA-2RR GCIC 20182024 Notes constitute the Controlling Class) and the Controlling Class will have no obligation to consider any possible adverse effect on such other interests. Thus, we cannot assure you that any remedies pursued by the Controlling Class will be in the best interests of the applicable CLO Depositor or us or that the applicable CLO Depositor or we will receive any payments or distributions upon an acceleration of the notes. In a liquidation under any of the Debt Securitizations, the notes that we have directly or indirectly retained will be subordinated to payment of the other classes notes issued by the applicable Securitization Issuer and could not be paid in full to the extent funds remaining after payment of more senior notes not held by us are insufficient. In addition, after certain senior classes of notes are paid in full, the remaining noteholder could amend the applicable indenture to, among other things, direct the assignment of any remaining assets to other wholly-owned subsidiaries for a price less than the fair market value of such assets with the difference in price to be considered an equity contribution to such subsidiaries. Any failure of a Securitization Issuer to make distributions on the notes we indirectly or directly hold, whether as a result of an event of default, liquidation or otherwise, could have a material adverse effect on our business, financial condition, results of operations and cash flows and could result in an inability of us to make distributions sufficient to maintain our ability to be subject to tax as a RIC, or at all.

•our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives due to disruptions, includingincluding, without limitation, those caused by global health pandemics, such as the COVID-19 pandemic, or other large scale events;

•general economic and political trends and other external factors, including the COVID-19 pandemicfactors;

•elevatingelevated levels of inflation, and its impact on us, on our portfolio companies and on the industries in which we invest;

•the ability of GC Advisors to continue to effectively manage our business due to disruptions, including those caused by global health pandemics, such as the COVID-19 pandemic, or other large scale events;

•turmoil in UkraineUkraine, Russia and Russia,the Middle East, including sanctions related to such turmoil, and the potential for volatility in energy prices and other supply chain issues and any impact on the industries in which we invest;

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “may,” “might,” “will,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “estimate,” “anticipate,” “predict,” “potential,” “plan” or similar words. The forward lookingforward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this Annual Report on Form 10-K.

Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $70.0$85.0 billion in capital under management(1) as of October 1, 2024,2025, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.

Under an investment advisory agreement, or the Investment Advisory Agreement, we have agreed to pay GC Advisors an annual base management fee based on our average adjusted gross assets as well as an incentive fee based on our investment performance. The Investment Advisory Agreement was most recently approved by our board of directors in JuneMay 2024.2025. Under an administrative agreement, or the Administration Agreement, we are provided with certain administrative services by an administrator, or the Administrator, which is currently Golub Capital LLC. Under the Administration Agreement, we have agreed to reimburse the Administrator for our allocable portion (subject to the review and approval of our independent directors) of overhead and other expenses incurred by the Administrator in performing its obligations under the Administration Agreement.

The following table shows the weighted average income yield and weighted average investment income yield of both our earning and total portfolio company investments, which represented nearly 100% of our debt investments, as well as the total return based on (i) our average net asset value, (ii) our average net asset value per share, and the total return based on(iii) the change in the quoted market price of our stock and assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case for years ended September 30, 20242025 and 20232024:

(32)Represents income from interest, fees, interest earned on cash, accrued PIK and non-cash dividend income and amortization of capitalized fees and discounts, excluding amortization of purchase premium (as described in Note 2 of the consolidated financial statements), divided by the daily average fair value of earning portfolio company investments, and does not represent a return to any investor in us.

(54)Represents income from interest, fees, interest earned on cash, accrued PIK and non-cash dividend income and amortization of capitalized fees and discounts, excluding amortization of purchase premium (as described in Note 2 of the consolidated financial statements), divided by the daily average total fair value of portfolio company investments, and does not represent a return to any investor in us.

Revenues: We generate revenue in the form of interest and fee income on debt investments and capital gains and distributions, if any, on portfolio company investments that we originate or acquire. Our debt investments, whether in the form of senior secured, one stop, second lien or subordinated loans, typically have a term of three to seven years and bear interest at a fixed or floating rate. In some instances, we receive payments on our debt investments based on scheduled amortization of the outstanding balances. In addition, we receive repayments of some of our debt investments prior to their scheduled maturity date. The frequency or volume of these repayments fluctuates significantly from period to period. Our portfolio activity also reflects the proceeds of sales of securities. In some cases, our investments provide for deferred interest payments or PIK interest. The principal amount of loans and any accrued but unpaid interest generally become due at the maturity date.

Prior to the redemption of the 2018 Notes and termination of the documents governing the 2018 Debt Securitization on November 18, 2024, GC Advisors,Advisors served as collateral manager for the 2018 Issuer under a collateral management agreement, or the 2018 Collateral Management Agreement, isand was entitled to receive an annual fee in an amount equal to 0.25%0.35% of the principal balance of the portfolio loans held by the 2018 Issuer at the beginning of the collection period relating to each payment date, which iswas payable in arrears on each payment date. Under the 2018 Collateral Management Agreement, the term "collection period" refersreferred to the period commencing on the third business day prior to the preceding payment date and ending on (but excluding) the third business day prior to such payment date.

Prior to the redemption of the GCIC 2018 Notes and the termination of the documents governing the GCIC 2018 Debt Securitization, GC Advisors,Advisors served as collateral manager for Golub Capital Investment Corporation CLO II LLC, or the GCIC 2018 Issuer, under a collateral management agreement, or the GCIC 2018 Collateral Management Agreement, isand was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GCIC 2018 Issuer at the beginning of the collection period relating to each payment date, which iswas payable in arrears on each payment date. Under the 2018 GCIC Collateral Management Agreement, the term “collection period” generally refersreferred to a quarterly period commencing on the day after the end of the prior collection period to the tenth business day prior to the payment date.

Prior to the redemption of the GBDC 3 2021 Notes and the termination of the documents governing the GBDC 3 2021 Debt Securitization, GC Advisors,Advisors served as collateral manager for our indirect, wholly owned, consolidated subsidiary, Golub Capital BDC 3 CLO 1 LLC, or the GBDC 3 2021 Issuer, under a collateral management agreement, or the GBDC 3 2021 Collateral Management Agreement, isand was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GBDC 3 2021 Issuer at the beginning of the collection period relating to each payment date, which iswas payable in arrears on each payment date. Under the GBDC 3 2021 Collateral Management Agreement, the term “collection period” refersreferred to the period commencing on the tenth business day prior to the preceding payment date and ending on (but excluding) the tenth business day prior to such payment date.

GCPrior Advisors, as collateral manager for our indirect, wholly owned, consolidated subsidiary, Golub Capital BDC 3 ABS 2022-1 LLC, orto the GBDCredemption 3 2022 Issuer, under a collateral management agreement, orof the GBDC 3 2022-2 CollateralNotes Managementand Agreement,the is entitled to receive an annual fee in an amount equal to 0.35%termination of the principaldocuments balance of the portfolio loans held bygoverning the GBDC 3 20222022-2 IssuerDebt at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the GBDC 3 2022 Collateral Management Agreement, the term “collection period” relating to any payment date, refers to the period commencing on the tenth business day prior to the preceding payment date and ending on (but excluding) the tenth business day prior to such payment date.Securitization, GC Advisors,Advisors served as collateral manager for our indirect, wholly owned, consolidated subsidiary, Golub Capital BDC 3 CLO 2 LLC, or the GBDC 3 2022-2 Issuer, under a collateral management agreement, or the GBDC 3 2022-2 Collateral Management Agreement, isand was entitled to receive an annual fee in an amount equal to 0.35% of the principal balance of the portfolio loans held by the GBDC 3 2022-2 Issuer at the beginning of the collection period relating to each payment date, which is payable in arrears on each payment date. Under the GBDC 3 2022-2 Collateral Management Agreement, the term “collection period” refersreferred to the period commencing on the tenth business day prior to the preceding payment date and ending on (but excluding) the tenth business day prior to such payment date.

Collateral management fees are paid directly by the 2018 Issuer, GCIC 2018 Issuer, GBDC 3 2021 Issuer, GBDC 3 2022 Issuer andIssuer, GBDC 32 2022-2 Issuer toand GCthe Advisors2024 Issuer and are offset against the management fees payable under the Investment Advisory Agreement. TheThese fees include structuring and placement fees paid by the 2018 Issuer paidto Morgan Stanley & Co. LLC structuring and placement fees for its services in connection with the structuring of the 2018 Debt Securitization and by the 2024 Issuer to Deutsche Bank Securities Inc. for its services in connection with the structuring of the 2024 Debt Securitization. Before we acquired the GCIC 2018 Issuer as part of ourthe acquisitionGCIC of Golub Capital Investment Corporation, a Maryland corporation, or GCIC, on September 6, 2019,Merger, the GCIC 2018 Issuer paid Wells Fargo Securities, LLC structuring and placement fees for its services in connection with the initial structuring of the GCIC 2018 Debt Securitization. Before we acquired the GBDC 3 2021 Issuer and GBDC 3 2022 Issuer as a part of our acquisition of Golub Capital BDC 3, Inc., orthe GBDC 3,3 on June 3, 2024,Merger, the GBDC 3 2021 Issuer and GBDC 3 2022 Issuer paid Deutsche Bank AG, New York Branch, structuring and placement fees for its services in connection with the structuring of each of the GBDC 3 2021 Debt Securitization and the GBDC 3 2022 Debt Securitization (as defined in Note 7 of our consolidated financial statements). Before we acquired the GBDC 3 2022-2 Issuer as a part of our acquisition ofthe GBDC 3 on June 3, 2024,Merger, the GBDC 3 2022-2 Issuer paid GreensLedge Capital Markets LLC and KeyBanc Capital Markets Inc. structuring and placement fees for its services in connection with the structuring of the GBDC 3 2022-2 Debt Securitization (as defined in Note 7 of our consolidated financial statements). Term.Term debt securitizations are also known as CLOs, and are a form of secured financing incurred by us, which are consolidated by us and subject to our overall asset coverage requirement. The 2018 Issuer, GCIC 2018 Issuer, GBDC 3 2021 Issuer, GBDC 3 2022 Issuer andIssuer, GBDC 3 2022-2 Issuer and the 2024 Issuer also agreed to pay ongoing administrative expenses to the trustee, collateral manager, independent accountants, legal counsel, rating agencies and independent managers in connection with developing and maintaining reports, and providing required services in connection with the administration of the 2018 Debt Securitization, GCIC 2018 Debt Securitization, the GBDC 3 2021 Debt Securitization, the GBDC 3 2022 Debt Securitization andSecuritization, the GBDC 3 2022-2 Debt Securitization and the 2024 Debt Securitization and collectively the Debt Securitizations, as applicable.

On June 3, 2024, we completed our acquisition of GBDC 3, pursuant to the GBDC 3 Merger Agreement.Agreement (as defined in Note 1 of our consolidated financial statements). Pursuant to the GBDC 3 Merger Agreement, and, immediately following the Initialinitial merger of GBDC 3 Merger,Merger Sub (as defined in Note 1 of our consolidated financial statements) with and into GBDC 33, was then merged with and into us, with us as the surviving company. As a result of, and as of the effective time of, the GBDC 3 Merger, GBDC 3’s separate existence ceased.

Upon the consummation of the GBDC 3 Merger, we entered into the Investment Advisory Agreement, with GC Advisors, which replaced the Fourth Amended and Restated Investment Advisory Agreement by and between the Company and the Investment Adviser dated as of July 1, 20232023, (or the “Prior Investment Advisory Agreement”).Agreement.

On November 14, 2024,2025, our Board declared a quarterly distribution of $0.39 per share, which is payable on December 27,30, 20242025 to holders of record as of December 9,12, 2024, and a supplemental distribution of $0.04 per share, which is payable on December 13, 2024 to holders of record as of November 29, 2024.2025.

Net income can vary substantially from period to period for various reasons, including the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, quarterly and year-to-dateannual comparisons of operating results may not be meaningful.

Investment income increased from the year ended September 30, 20232024 to the year ended September 30, 20242025 by $121.6$146.1 million, primarily due to (1) an increase in interest and PIK interest income as a result of (1) an increase in the average earning debt investments balance of $532.5$2,320.2 million primarily driven by our acquisition of GBDC 3,3 and (2) rising interest base rates coupled with an increase in non-cash dividend income driven by an increase in the average earning preferred equity investments balance of $47.7$78.8 million.million primarily driven by our acquisition of GBDC 3.

Income yields on senior secured loans and one stop loans increaseddecreased for the year ended September 30, 20242025 as compared to the year ended September 30, 2023,2024, primarily due to risingdeclining interest base rates. Our loan portfolio is partially insulated from a drop in floating interest rates, as 98.1%98.0% of the loan portfolio at fair value is subject to an interest rate floor. As of September 30, 20242025 and September 30, 2023,2024, the weighted average base rate floor of our loans was 0.81%0.78% and 0.80%,0.81%, respectively.

As of September 30, 2024,2025, we have second lien investments in four portfolio companies and subordinated debt investments in sevennine portfolio companies as shown in the Consolidated Schedule of Investments. Due to the limited number of second lien and subordinated debt investments, income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment.

The following table summarizes our expenses for the years ended September 30, 20242025 and 20232024:

Interest and other debt financing expenses, including amortization of debt issuance costs, increased from the year ended September 30, 20232024 to the year ended September 30, 20242025 by $61.8$78.2 million, primarily due to an increase in interest expense as a result of an increase in the average debt outstanding of $1,400.1 million driven by (i1) the assumption of GBDC 3’s debt facilities and (2) the issuance of the additional 2028 Notes and 2029 Notes, that was partially offset by (1) reduced borrowing costs (i) resulting from the debt capital refinancings completed during the fiscal year 2025 first quarter including the 2024 Debt Securitization issuance of $1.3 billion in notes which bear interest at a weighted-average rate of three-month SOFR + 1.58% and (ii) risingon the JPM Credit Facility as a result of the April 2025 amendment that reduced the applicable margin to a range of 1.525% to 1.775% from a range of 1.75% to 1.875% and (2) decreasing interest base rates on borrowings from our floating rate debt facilities,facilities andfor (iii)the anyear increaseended inSeptember average30, debt2025 outstandingas of $423.2 million primarily duecompared to the assumptionyear ofended GBDCSeptember 3’s30, debt facilities that was partially offset by $4.6 million of net unrealized gains related to the fair value hedge of the interest rate swaps on the 2028 and 2029 Notes.2024. For more information about our outstanding borrowings for the years ended September 30, 20242025 and 2023,2024, including the terms thereof, see “Note 7. Borrowings”7 in the notes to our consolidated financial statements and the “Liquidity and Capital Resources” section below.

For the year ended September 30, 2025 and September 30, 2024, the effective average interest rate, which includes amortization of debt financing costs, amortization of discounts on notes issued and non-usage facility fees and the net contractual interest rate swap expense on the 2028 and 2029 Notes but excluding the net unrealized gain/(loss) related to the fair value hedges associated with the 2028 and 2029 Notes interest rate swaps, on our total debt was 6.2%. For the year ended September 30, 2023, the effective average interest rate, which includes amortization of debt financing costs, amortization of discounts on notes issued and non-usage facility fees,debt, on our total debt was 4.9%.5.8% and 6.2%, respectively. The effective average interest rate increaseddecreased for the year ended September 30, 20242025 compared to the year ended September 30, 20232024 primarily due to (1) reduced borrowing costs resulting from (i) the 2028debt Notescapital refinancing completed during the fiscal year 2025 first quarter and 2029(ii) Notes issuances,on the redemptionJPM Credit Facility as a result of the 2024April Notes2025 amendment that borereduced the applicable margin and, to a lesser extent, (2) lower interest atbase arates due to resetting interest rate ofcontracts 3.375%on andborrowings risingdenominated interestin ratesforeign currencies on our borrowings from floating rate debt facilities.

The base management fee decreasedincreased by $25.4 million from the year ended September 30, 20232024 to the year ended September 30, 20242025 primarily due to the base management fee rate reduction to 1.0% from 1.375% effective July 1, 2023 under the Investment Advisory Agreement, as compared to the Prior Investment Advisory Agreement that was partially offset by increased base management fees incurred due to an increase in average adjusted gross assets fromprimarily 2023as toa result of our acquisition of GBDC 3 in June 2024.

The Income Incentive Fee decreasedincreased by $24.2$23.4 million from the year ended September 30, 20232024 to the year ended September 30, 20242025 primarily asdue ato result(1) $14.4 million of $27.3Income millionIncentive inFee aggregateunilaterally waiverswaived by GC Advisors to waive 100% of the Income Incentive Fees during the yearthree months ended June 30, 2024, (2) $7.8 million of Income Incentive Fee unilaterally waived by GC Advisors during the three months ended September 30, 2024 thatand offset(3) an increase in Pre-Incentive Fee Net Investment Income and a greater rate of return on the value of our net assets driven by net funds growth, the impact of rising interest base rates and an increase in non-cash dividend income during fiscal year 2024.growth. For each of the years ended September 30, 20242025 and 2023,2024, we were fully through the Income Incentive Fee “catch-up” provision. The Income Incentive Fee was equal to 15% of Pre-Incentive Fee Net Investment Income for the year ended September 30, 2025. The Income Incentive Fee was equal to 15% of Pre-Incentive Fee Net Investment Income, net of the GBDC 3 Merger Waiver, for the nine months ended September 30, 2024, and 20% of Pre-Incentive Fee Net Investment Income for the three months ended December 31, 2023.

During the year ended September 30, 2025, we had a net realized loss of $72.4 million, primarily attributable to (1) net realized losses recognized on the restructuring of debt and equity investments of multiple portfolio company investments, (2) the sale of two portfolio company debt investments and, to a lesser extent, (3) $0.2 million of net realized losses recognized on the translation of foreign currency amounts and transactions into U.S. dollars and settlement of forward currency contracts that were partially offset by net realized gains recognized on the sale or disposition of equity investments in multiple portfolio companies throughout the year ended September 30, 2025. During the year ended September 30, 2024, we had a net realized loss of $79.9 million, primarily attributable to realized losses recognized on (i) the restructure of equity and debt investments of multiple portfolio companies during the year ended September 30, 2024 and (ii) the disposition of equity and debt investments of a portfolio company that were partially offset by (i) realized gains recognized on the sale of equity investments in multiple portfolio companies throughout the year ended September 30, 2024 and, to a lesser extent, (ii) net realized gains recognized on the settlement of forward currency contracts and the translation of foreign currency amounts and transactions into U.S. dollars. During the year ended September 30, 2023, we had a net realized loss of $44.1 million primarily attributable to the realized loss recognized on the restructuring of debt investments of multiple portfolio companies and the disposition of equity and debt investments of multiple portfolio company investments that were partially offset by realized gains on the sale of equity investments in multiple portfolio companies and gains on the settlement of forward currency contracts.

Unrealized appreciationdepreciation for the year ended September 30, 20242025 primarily resulted from theisolated reversaldeterioration ofin unrealized depreciation on the disposition or restructuring of portfolio company investments, improvedcredit performance in (i) a small number of certain portfolio companies and the(ii) reversalportfolio ofcompanies unrealizedthat depreciationwere duemoved to spread tightening in the market during the 2024 fiscal year. Unrealized appreciation for the year ended September 30, 2023 primarily resulted from the reversal of unrealized depreciationor on thenon-accrual sale, restructuring or disposition of portfolio company investments, loan repayments and improved performance of certain portfolio companies.status. Unrealized depreciation for the year ended September 30, 2024 primarily resulted from isolated deterioration in the credit performance of certain portfolio companies that were moved to or on non-accrual status as well as certain portfolio companies with pre-existing credit challenges. Unrealized depreciation for the year ended September 30, 2023 primarily resulted from decreases in the fair value across our portfolio company investments due to incremental spread widening in the market during the first quarter of the 2023 fiscal year and isolated deterioration in the credit performance of a small number of portfolio companies.

As of September 30, 20242025 and September 30, 2023,2024, we had cash and cash equivalents of $123.1$11.9 million and $65.6$123.1 million, respectively. In addition, we had foreign currencies of $8.0$11.7 million and $4.2$8.0 million as of September 30, 20242025 and September 30, 2023,2024, respectively, restricted cash and cash equivalents of $227.2$88.8 million and $70.4$227.2 million as of September 30, 20242025 and September 30, 2023,2024, respectively,respectively. andWe had no restricted foreign currencies as of September 30, 2025. As of September 30, 2024 we had restricted foreign currencies of $1.2 million as of September 30, 2024. As of September 30, 2023, we had no restricted foreign currencies.million. Cash and cash equivalents and foreign currencies are available to fund new investments, pay operating expenses and pay distributions. Restricted cash and cash equivalents and restricted foreign currencies can be used to pay principal and interest on borrowings and to fund new investments that meet the guidelines under our debt securitizations or credit facilities, as applicable. As of September 30, 2025, we did not have any debt securitizations that were past their reinvestment period term. As of September 30, 2024, $136.3 million of restricted cash was retained for partial repayments on the notes of certain of our debt securitizations that arewere past their reinvestment period term.

JPM Credit Facility - On February 11, 2021, we entered into the JPM Credit Facility,Facility (as defined in Note 7 of our consolidated financial statements), which, as of September 30, 2024,2025, allowed us to borrow up to $1.82$2.0 billion at any one time outstanding, subject to leverage and borrowing base restrictions. As of September 30, 20242025 and September 30, 2023,2024, we had outstanding debt under the JPM Credit Facility of $956.6$1,098.4 million and $784.4$956.6 million, respectively. As of September 30, 20242025 and September 30, 2023,2024, subject to leverage and borrowing base restrictions, we had $865.9$899.1 million and $703.1$865.9 million, respectively, of remaining commitments and availability on the JPM Credit Facility.

Adviser Revolver - On June 22, 2016, we entered into the Adviser Revolver (as defined in Note 7 of our consolidated financial statements), which, as amended, permitted us to borrow up to $200.0$300.0 million at any one time outstanding as of September 30, 2024.2025. We entered into the Adviser Revolver in order to have the ability to borrow funds on a short-term basis and have in the past repaid, and generally intend in the future to repay, borrowings under the Adviser Revolver within 30 to 45 days from which they are drawn. As of bothSeptember 30, 2025 we had outstanding debt of $39.2 million under the Adviser Revolver. As of September 30, 2024 and September 30, 2023,2024, we had no amounts outstanding on the Adviser Revolver.

20182024 Debt Securitization - On November 16,18, 2018,2024, we completed the 20182024 Debt Securitization.Securitization (the “2024 Debt Securitization”) The Class A,A-1R Class2024 BNotes and Class C-1A-2RR 20182024 Notes (each as defined in Note 7 to our consolidated financial statements) are included in the September 30, 2024 and September 30, 20232025 Consolidated Statements of Financial Condition as our debt, and the Class C-2,B-R, Class DC-R and Subordinated 2018 Notes were eliminated in consolidation. As of September 30, 2024 and September 30, 2023,2025, we had outstanding debt under the 20182024 Debt Securitization of $230.0$1,364.0 million and $388.7 million, respectively.million.

GBDC 3 2022 Debt Securitization - Effective June 3, 2024, we assumed as a result of the GBDC 3 Merger, the GBDC 3 2022 Debt Securitization. On August 1, 2025, the GBDC 3 2022 Notes (as defined in Note 7 of our consolidated financial statements) were redeemed and following such redemption, the agreements governing the GBDC 3 2022 Debt Securitization were terminated. The Class A Senior Secured Floating Rate GBDC 3 Notes are included in the September 30, 2024 Consolidated Statements of Financial Condition as our debt and the GBDC 3 Subordinated Notes were eliminated in consolidation. As of September 30, 2024, we had debt outstanding under the GBDC 3 2022 Debt Securitization of $236.8 million.

GBDC 3 2022-22018 Debt Securitization - EffectiveOn JuneNovember 3,18, 2024, wein assumedconjunction with the 2024 Debt Securitization, the 2018 Notes (as adefined resultin Note 7 of theour GBDCconsolidated 3financial Merger,statements) were redeemed and following such redemption, the GBDCagreements 3governing 2022-2the 2018 Debt Securitization.Securitization were terminated. The Class AA, 2022-2Class NotesB and Class AC-1 GBDC2018 3 2022-2 LoanNotes are included in the September 30, 2024 Consolidated Statements of Financial Condition as our debtdebt, and the Class C-2, Class D and Subordinated GBDC 3 2022-22018 Notes were eliminated in consolidation. As of September 30, 2024, we had outstanding debt outstanding under the GBDC 3 2022-22018 Debt Securitization of $225.0$230.0 million.

There have been no material changes during the sixnine months ended MarchJune 31,30, 2026 to the risk factors discussed in Item 1A. Risk Factors in our annual report on Form 10-K for the year ended September 30, 2025.

Our investment objective is to generate current income and capital appreciation by investing primarily in one stop (a loan that combines characteristics of traditional first lien senior secured loans and second lien or subordinated loans and that are often referred to by other middle-market lenders as unitranche loans) and other senior secured loans of U.S. middle-market companies. We also selectively invest in second lien and subordinated loans of, and warrants and minority equity securities in U.S. middle-market companies. We intend to achieve our investment objective by (1) accessing the established loan origination channels developed by Golub Capital, a leading lender to U.S. middle-market companies with over $90.0 billion in capital under management(1) as of JanuaryApril 1, 2026, (2) selecting investments within our core middle-market company focus, (3) partnering with experienced private equity firms, or sponsors, in many cases with whom Golub Capital has invested alongside in the past, (4) implementing the disciplined underwriting standards of Golub Capital and (5) drawing upon the aggregate experience and resources of Golub Capital.

As of MarchJune 31,30, 2026 and September 30, 2025, our portfolio at fair value was comprised of the following:

(1) “Capital under management” is a gross measure of invested capital including leverage as of JanuaryApril 1, 2026.

One stop loans include loans to technology companies undergoing strong growth due to new services, increased adoption and/or entry into new markets. We refer to loans to these companies as recurring revenue loans. Other targeted characteristics of recurring revenue businesses include strong customer revenue retention rates, a diversified customer base and backing from growth equity or venture capital firms. In some cases, the borrower’s high revenue growth is supported by a high level of discretionary spending. As part of the underwriting of such loans and consistent with industry practice, we adjust our characterization of the earnings of such borrowers for a reduction or elimination of such discretionary expenses, if appropriate. As of MarchJune 31,30, 2026 and September 30, 2025, one stop loans included $630.1$627.5 million and $771.9 million, respectively, of recurring revenue loans at fair value.

As of MarchJune 31,30, 2026 and September 30, 2025, we had debt and equity investments in 420424 and 417 portfolio companies, respectively.

The following table shows the weighted average annualized income yield and weighted average annualized investment income yield of both our earning and total portfolio company investments, which represented nearly 100% of our debt investments, as well as the annualized total return based on (i) our average net asset value, (ii) our average net asset value per share, and (iii) the change in the quoted market price of our stock and assuming distributions were reinvested in accordance with our dividend reinvestment plan, or DRIP, in each case for the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025:

On MayJuly 1,31, 2026, our Board declared a quarterly distribution of $0.33 per share, which is payable on JuneSeptember 29, 2026 to holders of record as of JuneSeptember 15,14, 2026.

For the period of AprilJuly 1, 2026 through MayAugust 4,3, 2026, Wells Fargo Securities, LLC, as broker, has repurchased 652,700382,300 shares of our common stock pursuant to the Program (as defined in Note 2 of our consolidated financial statements) for an aggregate purchase price of approximately $8.4$4.9 million at an average price of $12.93$12.86 per share.

Consolidated operating results for the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025 are as follows:

Investment income decreasedremained relatively stable decreasing just $0.4 million from the three months ended December 31, 2025 to the three months ended March 31, 2026 to the three months ended June 30, 2026 as a $2.6 million increase in discount amortization driven by $18.9accelerated million.amortization Therecognized decreaseon loan repayments was primarilyoffset dueby to(1) a decrease in interest income as a result of (1) a decrease in the average earning debt investments balance of $262.9$194.5 million,million and (2) thea delayeddecrease impactin of interest base rate reductions from December 2025 and (3) $1.5 million of previously accrued interestdividend income that was recharacterized as payment-in-kind (“PIK”) interest income as such amounts were capitalized and addeddue to thepreferred principalequity balanceinvestments oftaken certainto loansnon-accrual during the period.quarter. Investment income decreased from the sixnine months ended MarchJune 31,30, 2025 to the sixnine months ended MarchJune 31,30, 2026 by $39.5$70.1 million, primarily due to (1) a decrease in interest income as a result of declining interest base rates and, to a lesser extent, spread compression on new and amended debt investments thatand was(2) partiallya offset by interest income earned on an increasedecrease in the average earning debt investments balance of $74.1$101.6 million. For the three and six months ended March 31, 2026, PIK interest income represented 9.0% and 7.9%, respectively, of total investment income excluding amortization of purchase premium for the GCIC/GBDC 3 acquisitions. For the three and six months ended March 31, 2025, PIK interest income represented 6.4% and 5.6%, respectively, of total investment income excluding amortization of purchase premium for the GCIC/GBDC 3 acquisitions.

The annualized income yield by debt security type for the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025 are as follows:

Income yields on senior secured and one stop loans decreasedincreased for the three months ended MarchJune 31,30, 2026 as compared to the three months ended DecemberMarch 31, 20252026 primarily due to spread adjustments resulting from certain debt investment amendments while income yields on one stop loans remained relatively stable for the delayedthree impactmonths ofended interestJune base30, rate2026 reductionsas incompared Decemberto 2025.the three months ended March 31, 2026. Income yields on senior secured and one stop loans decreased for the sixnine months ended MarchJune 31,30, 2026 as compared to the sixnine months ended MarchJune 31,30, 2025, primarily due to declining interest base rates and, to a lesser extent, spread compression on new and amended debt investments. Our loan portfolio is partially insulated from a drop in floating interest rates, as 97.8%98.0% of the loan portfolio at fair value is subject to an interest rate floor. As of MarchJune 31,30, 2026 and September 30, 2025, the weighted average base rate floor of our loans was 0.77%0.76% and 0.78%, respectively.

As of MarchJune 31,30, 2026, we have second lien investments in three portfolio companies and subordinated debt investments in seven portfolio companies as shown in the Consolidated Schedule of Investments. Due to the limited number of second lien and subordinated debt investments, income yields on second lien and subordinated debt investments can be significantly impacted by the addition, subtraction or refinancing of one investment.

The following table summarizes our expenses for the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025:

Interest and other debt financing expenses, net of amortization of debt issuance costs, decreased from the three months ended DecemberMarch 31, 20252026 to the three months ended MarchJune 31,30, 2026 by $5.2$0.1 million, primarily due to a decrease in interest expense as a result of (1) a decrease in the average debt outstanding of $244.2$92.3 million and (2) lower interest base rates on our floating rate borrowings.million. Interest and other debt financing expenses, including amortization of debt issuance costs, decreased from the sixnine months ended MarchJune 31,30, 2025 to the sixnine months ended MarchJune 31,30, 2026 by $22.2$31.9 million, primarily due to reduced borrowing costs resulting from (i) the debt capital refinancings completed during the fiscal year 2025 first quarter, including the 2024 Debt Securitization issuance of $1.3 billion in notes which bear interest at a weighted-average rate of three-month SOFR + 1.58%, (ii) the April 2025 amendment to the JPM Credit Facility that reduced the applicable margin to a range of 1.525% to 1.775% from a range of 1.75% to 1.875% and (iii) decreasing interest base rates on our floating rate borrowings. For more information about our outstanding borrowings for the three and sixnine months ended MarchJune 31,30, 2026 and 2025, including the terms thereof, see Note 7 in the notes to our consolidated financial statements and the “Liquidity and Capital Resources” section below.

For the three months ended MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, the effective annualized average interest rate1 on our total debt was 5.2%5.3% and 5.4%,5.2%, respectively. For the sixnine months ended MarchJune 31,30, 2026 and 2025, the effective annualized average interest rate1 on our total debt was 5.3% and 6.0%,5.9%, respectively. The effective annualized average interest rate1 increased for the three months ended June 30, 2026 compared to the three months ended March 31, 2026 due to the issuance of the 2031 Notes in May 2026. The effective annualized average interest rate1 decreased for the threenine months ended MarchJune 31,30, 2026 compared to the threenine months ended DecemberJune 31, 2025 due to lower interest base rates on our floating rate borrowings. The effective annualized average interest rate1 decreased for the six months ended March 31, 2026 compared to the six months ended March 31,30, 2025 primarily due to reduced borrowing costs resulting from (1) the debt capital refinancing completed during fiscal year 2025, (2) the April 2025 amendment to the JPM Credit Facility that reduced the applicable margin and (3) decreasing interest base rates on our floating rate borrowings.

The base management fee decreased from the three months ended DecemberMarch 31, 20252026 to the three months ended MarchJune 31,30, 2026 primarily due to a decrease in average adjusted gross assets from the three months ended DecemberMarch 31, 20252026 to the three months ended MarchJune 31,30, 2026.

The base management fee decreased from the sixnine months ended MarchJune 31,30, 2025 to the sixnine months ended MarchJune 31,30, 2026 primarily due to a decrease in average adjusted gross assets from the sixnine months ended MarchJune 31,30, 2025 to the sixnine months ended MarchJune 31,30, 2026.

The Income Incentive Fee decreased by $1.9$0.1 million from the three months ended DecemberMarch 31, 20252026 to the three months ended MarchJune 31,30, 2026 primarily due to a decrease in Pre-Incentive Fee Net Investment Income. The Income Incentive Fee decreased by $3.3$6.4 million from the sixnine months ended MarchJune 31,30, 2025 to the sixnine months ended MarchJune 31,30, 2026 primarily due to a decrease in Pre-Incentive Fee Net Investment Income and a lower rate of return on the value of our net assets driven by a decrease in the investment income yield on our investment portfolio due to declining interest base rates and a decrease in our average earning debt investments. For each of the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025, we were fully through the Income Incentive Fee “catch-up” provision and the Income Incentive Fee was equal to 15% of Pre-Incentive Fee Net Investment Income.

As of MarchJune 31,30, 2026 and September 30, 2025, there was no Capital Gain Incentive Fee payable as calculated under the Investment Advisory Agreement. In accordance with GAAP, we are required to include the aggregate unrealized capital appreciation on investments in the calculation and accrue a capital gain incentive fee as if such unrealized capital appreciation were realized, even though such unrealized capital appreciation is not permitted to be considered in calculating the fee actually payable under the Investment Advisory Agreement. As of MarchJune 31,30, 2026 and September 30, 2025, there was no capital gain incentive fee accrual calculated in accordance with GAAP. Any payment due under the terms of the Investment Advisory Agreement is calculated in arrears at the end of each calendar year. No Capital Gain Incentive Fees as calculated under the Investment Advisory Agreement or any prior investment advisory agreements, as applicable, have been payable since December 31, 2018.

In total, the administrative service fee, professional fees and general and administrative expenses decreasedincreased by $0.4 million from the three months ended DecemberMarch 31, 20252026 to the three months ended MarchJune 31,30, 2026, primarily due to decreasesincreases acrossin eachthe ofadministrative theseservice expensefee categories.and professional fees that were partially offset by a decrease in general and administrative expenses.

In total, professional fees, the administrative service fee and general and administrative expenses decreased by $0.4$0.7 million from the sixnine months ended MarchJune 31,30, 2025 to the sixnine months ended MarchJune 31,30, 2026, primarily due to adecreases decreaseacross ineach professionalof feesthese andexpense general and administrative expenses that was partially offset by an increase in the administrative service fee.categories.

The Administrator pays for certain expenses incurred by us. These expenses are subsequently reimbursed in cash. Total expenses reimbursed to the Administrator during the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025 were $1.1 million, $2.6 million, $2.5 million, $5.1$6.2 million, and $4.4$6.3 million, respectively.

As of MarchJune 31,30, 2026 and September 30, 2025, included in accounts payable and other liabilities were $1.1$2.7 million and $2.5 million, respectively, of expenses paid on behalf of us by the Administrator.

The following table summarizes our net realized and unrealized gains (losses) for the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025:

During the three months ended June 30, 2026, we had a net realized loss of $24.8 million, primarily attributable to (i) $13.7 million of net realized losses recognized on the translation of foreign currency amounts and transactions into U.S. dollars, which were partially offset by $10.1 million of unrealized appreciation and the reversal of unrealized depreciation previously recognized and (ii) realized losses recognized on the restructuring of two portfolio company investments that was partially offset by (iii) $3.4 million of net realized gains recognized on the disposition of equity investments in multiple portfolio companies. During the three months ended March 31, 2026, we had a net realized loss of $10.4 million, primarily attributable to (i) $8.9 million of net realized losses recognized on the settlement of forward currency contracts and translation of foreign currency amounts and transactions into U.S. dollars and (ii) realized losses recognized on the restructuring of a portfolio company investment. During the threenine months ended DecemberJune 31, 2025, we had a net realized loss of $3.8 million, primarily attributable to (1) realized losses recognized on the restructuring of a portfolio company investment and (2) $1.1 million of net realized losses recognized on the translation of foreign currency amounts and transactions into U.S. dollars that were partially offset by $2.8 million of net realized gains recognized on the disposition of equity investments in multiple portfolio companies. During the six months ended March 31,30, 2026, we had a net realized loss of $14.2$39.0 million, primarily attributable to (i) $10.0$23.7 million of net realized losses recognized on the settlement of forward currency contracts and translation of foreign currency amounts and transactions into U.S. dollarsdollars, which were partially offset by $22.1 million of unrealized appreciation and the reversal of unrealized depreciation previously recognized, (ii) realized losses recognized on the restructuring of twomultiple portfolio company investments.investments that were partially offset by (iii) $6.2 million of net realized gains recognized on the disposition of equity investments in multiple portfolio companies. During the sixnine months ended MarchJune 31,30, 2025, we had a net realized loss of $38.9 million, primarily attributable to realized losses recognized on the restructuring of debt and equity investments of multiple portfolio company investments and the sale of a portfolio company debt investment that was partially offset by net realized gains recognized on the disposition of three equity investments and the settlement of forward currency contracts and translation of foreign currency amounts and transactions into U.S. dollars.

For the three months ended June 30, 2026, we had $47.6 million in unrealized appreciation on 254 portfolio company investments, which was offset by $63.6 million in unrealized depreciation on 202 portfolio company investments. For the three months ended March 31, 2026, we had $11.1 million in unrealized appreciation on 103 portfolio company investments, which was offset by $145.3 million in unrealized depreciation on 343 portfolio company investments. For the threenine months ended DecemberJune 31,30, 2025,2026, we had $24.0$34.0 million in unrealized appreciation on 127102 portfolio company investments, which was offset by $56.2$216.4 million in unrealized depreciation on 309354 portfolio company investments. For the sixnine months ended MarchJune 31,30, 2026,2025, we had $24.1$111.6 million in unrealized appreciation on 90218 portfolio company investments, which was offset by $190.5$100.0 million in unrealized depreciation on 356213 portfolio company investments. For the six months ended March 31, 2025, we had $104.8 million in unrealized appreciation on 208 portfolio company investments, which was offset by $76.5 million in unrealized depreciation on 206 portfolio company investments.

Unrealized appreciation for the three months ended June 30, 2026 was primarily due to the reversal of previously recognized unrealized depreciation related to (i) fair value adjustments related to market wide credit spread widening recognized during the quarter ended March 31, 2026 and (ii) portfolio company investments restructured during the period. Unrealized appreciation for the three months ended March 31, 2026 was primarily due to increases in the fair values of certain equity investments and the reversal of previously recognized unrealized depreciation on the restructuring of a portfolio company investment. Unrealized appreciation for the threenine months ended DecemberJune 31, 2025 was primarily due to increases in the fair value of certain equity investments and the reversal of previously recognized unrealized depreciation on the restructuring of a portfolio company investment. Unrealized appreciation for the six months ended March 31,30, 2026 was primarily due to increases in the fair values of certain equity investments and the reversal of previously recognized unrealized depreciation on the restructuring of a portfolio company investments. Unrealized appreciation for the sixnine months ended MarchJune 31,30, 2025 was primarily due to (i) the reversal of previously recognized unrealized depreciation on the restructuring of portfolio company investments and (ii) fair valuing recent originations up to or near par.

Unrealized depreciation for the three months ended June 30, 2026, primarily resulted from isolated deterioration in the performance of (i) debt and sixequity investments in portfolio companies that were moved to or on non-accrual status, (ii) debt and equity investments in certain portfolio companies with pre-existing credit challenges and (iii) debt and equity investments in a small number of portfolio companies negatively impacted by the macroeconomic environment. Unrealized depreciation for the three months ended March 31, 2026,2026 primarily resulted from (1) fair value adjustments across our portfolio company investments related to market wide credit spread widening during the three months ended March 31, 2026, primarily on our well-performing loans rated in our highest internal performance rating 4 and 5 categories, as defined below under the “Portfolio Composition, Investment Activity and Yield” section and (2) isolated deterioration in the performance of (i) debt and equity investments in portfolio companies that were moved to or on non-accrual status and (ii) debt and equity investments in certain portfolio companies with pre-existing credit challenges. Unrealized depreciation for the nine months ended June 30, 2026, primarily resulted from (1) fair value adjustments across our portfolio company investments related to market wide credit spread widening during the three months ended DecemberMarch 31, 20252026, primarily resultedon fromour well-performing loans rated in our highest internal performance rating 4 and 5 categories and (2) isolated deterioration in the performance of (i) debt and equity investments in portfolio companies that were moved to or on non-accrual status andstatus, (ii) debt and equity investments in certain portfolio companies with pre-existing credit challenges.challenges and (iii) debt and equity investments in a small number of portfolio companies negatively impacted by the macroeconomic environment. Unrealized depreciation for the sixnine months ended MarchJune 31,30, 2025 primarily resulted from isolated deterioration in credit performance in (i) a small number of portfolio companies and (ii) portfolio companies that were moved to or on non-accrual status.

For the sixnine months ended MarchJune 31,30, 2025, we had a realized loss on extinguishment of debt of less than $0.1 million, which represents the unamortized discount on the GBDC 3 2021 Notes assumed as a result on the GBDC 3 Merger, at termination.

For the sixnine months ended MarchJune 31,30, 2026, we experienced a net increasedecrease in cash, cash equivalents, foreign currencies, restricted cash, restricted cash equivalents and restricted foreign currencies of $22.8$40.4 million. During the period, cash provided by operating activities was $460.8$653.5 million, primarily as a result of proceeds from principal payments and sales of portfolio investments of $639.5$829.0 million, partially offset by purchases and fundings of portfolio investments of $296.1$367.3 million, and net investment income after tax of $181.3$266.5 million. Lastly, cash used in financing activities was $438.0$694.0 million, primarily driven by borrowings on debt of $378.1 million offset by repayments of debt of $562.5$1,351.8 million, distributions paid and purchases of common stock under the DRIP totaling $189.2$275.1 millionmillion, and purchases of common stock under our share repurchase program, or the ProgramProgram, of $63.7$78.1 million, partially offset by borrowings on debt of $1,017.1 million.

For the sixnine months ended MarchJune 31,30, 2025, we experienced a net decrease in cash, cash equivalents, foreign currencies, restricted cash, restricted cash equivalents and restricted foreign currencies of $111.3$179.0 million. During the period, cash used in operating activities was $179.3$379.7 million, primarily driven by proceeds from principal payments and sales of portfolio investments of $840.3$1,146.0 million and net investment income after tax of $195.3$296.5 million, offset by fundings of portfolio investments of $1,208.0$1,781.5 million. Lastly, cash provided by financing activities was $68.0$200.7 million, primarily driven by borrowings on debt of $3,731.4$3,517.9 million and net proceeds from the issuance of common stock through the ATM Program (as defined in Note 11 of our consolidated financial statements) of $37.4 million, offset by repayments of debt of $3,496.1$3,008.6 million andmillion, distributions paid of $197.6$281.0 million, purchases of common stock under the Program of $35.5 million and purchases of common stock under the DRIP of $20.6 million.

As of MarchJune 31,30, 2026 and September 30, 2025, we had cash and cash equivalents totaling $65.4$13.0 million and $11.9 million, respectively. In addition, we had foreign currencies of $6.8$7.0 million and $11.7 million as of MarchJune 31,30, 2026 and September 30, 2025, respectively and restricted cash and restricted cash equivalents totaling $63.0$50.7 million and $88.8 million as of MarchJune 31,30, 2026 and September 30, 2025, respectively. We had no restricted foreign currencies as of MarchJune 31,30, 2026 and September 30, 2025. Cash, cash equivalents and foreign currencies are available to fund new investments, pay operating expenses and pay distributions. Restricted cash, restricted cash equivalents and restricted foreign currencies can be used to pay principal and interest on borrowings and to fund new investments that meet the guidelines under our debt securitizations or credit facilities, as applicable. As of MarchJune 31,30, 2026 and September 30, 2025, we did not have any debt securitizations that were past their reinvestment period term.

JPM Credit Facility - On February 11, 2021, we initially entered into the JPM Credit Facility (as defined in Note 7 of our consolidated financial statements), which, as of MarchJune 31,30, 2026, allowed us to borrow up to $2.0 billion at any one time outstanding, subject to leverage and borrowing base restrictions. As of MarchJune 31,30, 2026 and September 30, 2025, we had outstanding debt under the JPM Credit Facility of $947.7$271.6 million and $1,098.4 million, respectively. As of MarchJune 31,30, 2026 and September 30, 2025, subject to leverage and borrowing base restrictions, we had $1,049.8$1,725.9 million and $899.1 million, respectively, of remaining commitments and availability on the JPM Credit Facility.

Adviser Revolver - On June 22, 2016, we entered into the Adviser Revolver (as defined in Note 7 of our consolidated financial statements), which, as amended, permitted us to borrow up to $300.0 million at any one time outstanding as of MarchJune 31,30, 2026. We entered into the Adviser Revolver in order to have the ability to borrow funds on a short-term basis and have in the past repaid, and generally intend in the future to repay, borrowings under the Adviser Revolver within 30 to 45 days from which they are drawn. As of MarchJune 31,30, 2026,2026 we had no amounts outstanding on the Adviser Revolver. As ofand September 30, 2025, we had outstanding debt under the Adviser Revolver of $33.2 million and $39.2 million, respectively.

GBDC 3 DB Credit Facility - Effective June 3, 2024, we assumed, as a result of the GBDC 3 Merger (as defined in Note 7 of our consolidated financial statements), the GBDC 3 DB Credit Facility (as defined in Note 7 of our consolidated financial statements). On November 19, 2024, all amounts outstanding under the GBDC 3 DB Credit Facility were repaid, following which the agreements governing the GBDC 3 DB Credit Facility were terminated. As of MarchJune 31,30, 2026 and September 30, 2025, we had no outstanding debt under the GBDC 3 DB Credit Facility.

2024 Debt Securitization - On November 18, 2024, we completed the 2024 Debt Securitization (the “2024 Debt Securitization”). The Class A-1R 2024 Notes and Class A-2RR 2024 Notes (each as defined in Note 7 of our consolidated financial statements) are included in the MarchJune 31,30, 2026 Consolidated Statements of Financial Condition as our debt, and the Class B-R, Class C-R and Subordinated Notes were eliminated in consolidation. As of both MarchJune 31,30, 2026 and September 30, 2025, we had outstanding debt under the 2024 Debt Securitization of $1,364.0 million.

On February 24, 2021, we issued $400.0 million in aggregate principal amount of the 2026 Notes. On October 13, 2021, we issued an additional $200.0 million in aggregate principal of the 2026 Notes. As of both MarchJune 31,30, 2026 and September 30, 2025, we had $600.0 million of outstanding aggregate principal amount of the 2026 Notes.

On July 27, 2021, we issued $350.0 million in aggregate principal amount of the 2027 Notes, all of which remained outstanding as our debt as of both MarchJune 31,30, 2026 and September 30, 2025.

On December 5, 2023, we issued $450.0 million in aggregate principal amount of the 2028 Notes, On September 19, 2025, we issued an additional $250.0 million in aggregate principal of the 2028 Notes under the same terms of the original issuance, other than the issue date and the issue price. As of both MarchJune 31,30, 2026 and September 30, 2025, we had $700.0 million of outstanding aggregate principal amount of the 2028 Notes.

On February 1, 2024, we issued $600.0 million in aggregate principal amount of the 2029 Notes, and on December 3, 2024, we issued an additional $150.0 million in aggregate principal amount of the 2029 Notes under the same terms of the original issuance other than the issue date and the issue price. As of both MarchJune 31,30, 2026 and September 30, 2025, we had $750.0 million of outstanding aggregate principal amount of the 2029 Notes.

On October 6, 2023, we entered into an equity distribution agreement, or, as amended, the 2023 Equity Distribution Agreement,Agreement (as defined in Note 2 of our consolidated financial statements), in connection with an at the market program to sell up to $288.0 million of shares of our common stock. An at the market offering is a registered offering by a publicly traded issuer of its listed equity securities that allows the issuer to sell shares directly into the market at market prices. During the sixnine months ended MarchJune 31,30, 2026, there were no common stock issuances under the 2023 Equity Distribution Agreement. During the sixnine months ended MarchJune 31,30, 2025, we issued 2.4 million shares of common stock for aggregate proceeds totaling $38.0 million under the 2023 Equity Distribution Agreement. As of MarchJune 31,30, 2026 and September 30, 2025, following an amendment to the 2023 Equity Distribution Agreement in May 2025 to increase the aggregate offering amount by $38.0 million, common stock with an aggregate offering amount of $250.0 million remained available for issuance under the 2023 Distribution Agreement.

As of MarchJune 31,30, 2026, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. Prior to February 6, 2019, in accordance with the 1940 Act, with certain limited exceptions, we were allowed to borrow amounts such that our asset coverage, as defined in the 1940 Act, was at least 200% after such borrowing. We currently intend to continue to target a GAAP debt-to-equity ratio between 0.85x to 1.25x. As of MarchJune 31,30, 2026, our asset coverage for borrowed amounts and GAAP debt-to-equity ratio was 178.8%180.4% and 1.27x,1.24x, respectively, and our GAAP debt-to-equity ratio, net, which reduces total debt by cash, cash equivalents, foreign currencies and restricted cash held for partial repayment on notes of certain of our securitization vehicles past their reinvestment period term (if any) was 1.24x1.23x as of MarchJune 31,30, 2026.

On AugustJuly 1,31, 2025,2026, our board of directors re-approved the Program (as defined in Note 2 of our consolidated financial statements), which allows us to repurchase up to $150.0 million of our outstanding common stock, exclusive of shares repurchased prior to the date of such authorization, on the open market at prices below the NAV per share as reported in our then most recently published consolidated financial statements. The Program is implemented at the discretion of management with shares to be purchased from time to time at prevailing market prices, through open market transactions, including block transactions, in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the sixnine months ended MarchJune 31,30, 2026, we repurchased 4.96.0 million shares of our common stock for an aggregate repurchase price of approximately $63.7$78.1 million. During the sixnine months ended MarchJune 31,30, 2025, we repurchased 77,7772.5 million shares of our common stock for an aggregate repurchase price of approximately $1.1$35.5 million.

As of MarchJune 31,30, 2026 and September 30, 2025, we had outstanding commitments to fund investments totaling $680.5$580.8 million and $927.9 million, respectively. As of MarchJune 31,30, 2026, total commitments of $680.5$580.8 million included $234.0$229.9 million of unfunded commitments on revolvers. There is no guarantee that these amounts will be funded to the borrowing party now or in the future. The unfunded commitments relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers, subject to the terms of each loan’s respective credit agreement. A summary of maturity requirements for our principal borrowings as of MarchJune 31,30, 2026 is included in Note 7 of our consolidated financial statements. We did not have any other material contractual payment obligations as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, we believe that we had sufficient assets and liquidity to adequately cover future obligations under our unfunded commitments based on historical rates of drawings upon unfunded commitments, cash and restricted cash balances that we maintain, availability under the Adviser Revolver and JPM Credit Facility, as well as ongoing principal repayments on debt investments. In addition, we generally hold some syndicated loans in larger portfolio companies that are saleable over a relatively short period to generate cash.

In addition, we have entered and, in the future, could again enter into derivative instruments that contain elements of off-balance sheet market and credit risk. Refer to Note 5 of our consolidated financial statements for outstanding forward currency contracts and interest rate swap agreements as of MarchJune 31,30, 2026 and September 30, 2025. Derivative instruments can be affected by market conditions, such as interest rate volatility, which could impact the fair value of the derivative instruments. If market conditions move against us, we may not achieve the anticipated benefits of the derivative instruments and could realize a loss. We minimize market risk through monitoring its investments and borrowings.

As of MarchJune 31,30, 2026 and September 30, 2025, we had investments in 420424 and 417 portfolio companies, respectively, with a total fair value of $8.3$8.2 billion and $8.8 billion, respectively.

The following table shows the asset mix of our new investment commitments for the three months ended MarchJune 31,30, 2026 and December 31, 2025 and the six months ended March 31, 2026 and Marchthe 31,nine months ended June 30, 2026 and June 30, 2025:

For the sixnine months ended MarchJune 31,30, 2026, we had approximately $639.5$829.0 million in proceeds from principal payments and sales of portfolio investments.

For the sixnine months ended MarchJune 31,30, 2025, we had approximately $840.3$1,146.0 million in proceeds from principal payments and sales of portfolio investments.

(1)As of MarchJune 31,30, 2026, $1,640.9$1,788.9 million and $1,551.1$1,702.7 million of our loans at amortized cost and fair value, respectively, included a feature permitting a portion of the interest due on such loan to be PIK interest. As of MarchJune 31,30, 2026, $116.1$127.6 million and $64.5$73.4 million at amortized cost and fair value, respectively, of our loans with a PIK feature were on non-accrual status.

As of MarchJune 31,30, 2026, we had loans in fifteen portfolio companies and preferred equity securities in fourfive portfolio companies on non-accrual status, and non-accrual investments as a percentage of total investments at cost and fair value were 2.3%2.9% and 1.4%,1.9%, respectively. As of September 30, 2025, we had loans in eight portfolio companies and preferred equity securities in one portfolio company on non-accrual status, and non-accrual investments as a percentage of total investments at cost and fair value were 0.6% and 0.3%, respectively.

As of MarchJune 31,30, 2026 and September 30, 2025, the fair value of our debt investments as a percentage of the outstanding principal value was 96.8%97.0% and 98.4%, respectively.