GSBD 10-K & 10-Q changes, risk factors and insider trading
Goldman Sachs BDC, Inc. · NYSE · CIK 1572694 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We are subject to risks associated with artificial intelligence and machine learning technology.”
New heading “We may be subject to risks related to exit financings.”
Largest changes
At the same time, there are various approaches to responsible investing activities and divergent views on the consideration of ESG topics. These differing views increase the risk that any action or lack thereof with respect to our Investment Adviser’s consideration of responsible investing or ESG-related practices will be perceived negatively. “Anti-ESG” sentiment has gained momentum across the U.S., with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions. If investors subject to such legislation viewsee in full comparisonouranyresponsibleconsiderationinvesting orof ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us.Further, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk. Such scrutiny could expose the Investment Adviser to the risk of antitrust investigations or challenges by federal authorities, result in reputational harm and discourage certain investors from investing in us. In addition, various constituencies have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several new cases alleging discrimination based on similar arguments have been filed since that decision, with scrutiny of certain corporate diversity, equity and inclusion practices increasing. If the Investment Adviser does not successfully manage expectations across these varied interests, it could erode trust, impact our and their reputation, and constrain our investment and fundraising opportunities.
“We may invest in portfolio companies that are in the process of exiting, or that have recently exited, the bankruptcy process. Post-reorganization securities typically entail a higher degree of risk than investments in securities that have not undergone a reorganization or restructuring. Moreover, post-reorganization securities can be subject to heavy selling or downward pricing pressure after the completion of a bankruptcy reorganization or restructuring. …”see in full comparison
“We are subject to risks associated with artificial intelligence and machine learning technology.”see in full comparison
“Technological innovations, including artificial intelligence, also have and may disrupt markets and market practices, including traditional businesses, processes and approaches in multiple sectors and industries, and the frequency of such disruptions is expected to increase. For example, artificial intelligence could lower barriers to entry, increase competition and displace existing business models, processes and/or approaches, which could have a material adverse effect on our portfolio companies and us. …”see in full comparison
“Artificial intelligence and its applications, including in the private investment, financial, technology and other sectors and industries, continue to develop rapidly. While the full extent of current or future risks related thereto is not possible to predict, artificial intelligence could cause significant market disruptions and subject our portfolio companies and us to increased competition, legal and regulatory risks and compliance costs, any of which could have a material adverse effect on the business, financial condition and results of operations of our portfolio companies and us.”see in full comparison
Full comparison: every changed paragraph (39)
We will be subject to corporate-level U.S. federal income tax at corporate rates (and any applicable U.S. state and local taxes) on all of our income if we are unable to maintain our qualification for tax treatment as a RIC.RIC, which would have a material adverse effect on our financial performance.
Commodity Futures Trading Commission ("CFTC") rules may have a negative impact on us and our Investment Adviser. Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.
We are subject to risks associated with artificial intelligence and machine learning technology.
Purchases of our common stock bypursuant us underto any 10b5-1 plan or otherwise may result in dilution to our NAV per share.
Political, social, economic and other conditions and events in the United States, the United Kingdom, the European Union, Russia, the Middle EastEast, Latin America and ChinaAsia (such as natural disasters, epidemics and pandemics, terrorism, military conflicts andconflicts, social unrest and political instability) may occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which companies and their investments are exposed.
The uncertainties caused by these conditions and events could result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants; limitations on the activities of investors in the financial markets; and substantial, and in some periods extremely high,high rates of inflation, which can last many years and have substantial negative effects on credit and securities markets.
In addition, fiscal and monetary actions taken by the United States and non-U.S. government and regulatory authorities, including those related to trade policies, treaties or tariffs, could have a material adverse impact on our business. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, our business, financial condition and results of operations could be adversely affected. Moreover, Federal Reserve policy, including with respect to certain interest rates, along with the general policies of the newcurrent presidential administration, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. These conditions, government actions and future developments may cause interest rates and borrowing costs to rise, which may adversely affect our ability to access debt financing on favorable terms and may increase the interest costs of our borrowers, hampering their ability to repay us. Continued or future adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.
These conditions, government actions and future developments may cause interest rates and borrowing costs to rise, which may adversely affect our ability to access debt financing on favorable terms and may increase the interest costs of our borrowers, hampering their ability to repay us. Continued or future adverse economic conditions could have a material adverse effect on our business, financial condition and results of operations.
Although we have elected to be treated as a RIC, and we intendexpect to qualify annually for tax treatment as a RIC annually,RIC, we cannot assure stockholders that we will be able to do so. To maintain RIC status and be relieved of U.S. federal income taxes on income and gains distributed to our stockholders, we must meet the annual distribution, source-of-income and quarterly-asset diversification requirements described below.
In certain circumstances, we and other Accounts (which may include proprietary accounts of Goldman Sachs) can make negotiated co-investments pursuant to an exemptive order from the SEC permitting us to do so. On NovemberMay 16,21, 2022,2025, the SEC granted the Relief to theour Investment Adviser, the BDCs advised by theour Investment Adviser and certain other affiliated applicants.applicants, Onwhich June 25, 2024,superseded the SECPrior granted an amendment to the Relief, which permits us to participate in follow-on investments in our existing portfolio companies with certain affiliates covered by the Relief if such affiliates, that are not BDCs or registered investment companies, did not have an investment in such existing portfolio company.Relief. If our Investment Adviser forms other funds in the future, we may co-invest alongside such other affiliates, subject to compliance with the Relief, applicable regulations and regulatory guidance, as well as applicable allocation procedures. As a result of the Relief, there could be significant overlap in our investment portfolio and the investment portfolios of other Accounts, including, in some cases, proprietary accounts of Goldman Sachs.
We are subject to risks associated with artificial intelligence and machine learning technology.
Artificial intelligence, including machine learning and similar tools and technologies that collect, aggregate, analyze or generate data or other materials (collectively, “artificial intelligence”), and its current and potential future applications, including in the private investment, financial, technology and other sectors and industries, as well as the legal and regulatory frameworks within which artificial intelligence operates, continue to rapidly evolve.
Recent technological advances in artificial intelligence may pose risks to us and our portfolio companies. We and our portfolio companies could be exposed to the risks of artificial intelligence if third-party service providers or any counterparties, whether or not known to us, use artificial intelligence in their business activities and services, as we and our portfolio companies may not be in a position to control such use of artificial intelligence. The use of artificial intelligence could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming partly accessible by other third-party artificial intelligence and machine learning technology applications and users.
Independent of its context of use, artificial intelligence is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that artificial intelligence utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error, which may be material, and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of artificial intelligence. To the extent that we or our portfolio companies are exposed to the risks of artificial intelligence use, any such inaccuracies or errors could have adverse impacts on us and/or our portfolio companies.
Technological innovations, including artificial intelligence, also have and may disrupt markets and market practices, including traditional businesses, processes and approaches in multiple sectors and industries, and the frequency of such disruptions is expected to increase. For example, artificial intelligence could lower barriers to entry, increase competition and displace existing business models, processes and/or approaches, which could have a material adverse effect on our portfolio companies and us. We can provide no assurance that new businesses, processes and approaches will not be created through the use of technological innovations, including artificial intelligence, that would compete with our portfolio companies and/or us or alter markets and market practices.
Artificial intelligence and its applications, including in the private investment, financial, technology and other sectors and industries, continue to develop rapidly. While the full extent of current or future risks related thereto is not possible to predict, artificial intelligence could cause significant market disruptions and subject our portfolio companies and us to increased competition, legal and regulatory risks and compliance costs, any of which could have a material adverse effect on the business, financial condition and results of operations of our portfolio companies and us.
As part of our business strategy, we may borrow from and issue senior debt securities to banks, insurance companies and other lenders or investors. Holders of these senior securities or other credit facilities will have claims on our assets that are superior to the claims of our common stockholders. If the value of our assets decreases, leveraging would cause NAV to decline more sharply than it otherwise would have if we did not employ leverage. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our common stockholders. In addition, we would have to service any additional debt that we incur, including interest expense on debt and dividends on preferred stock that we may issue, as well as the fees and costs related to the entry into or amendments to debt facilities. These expenses (which may be higher than the expenses on our current borrowings dueif tothere thewere a rising interest rate environment) would decrease net investment income, and our ability to pay such expenses will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures. Moreover, leverage will increase the Management Fee payable to our Investment Adviser, which is based on our gross assets, including those assets acquired through the use of leverage but excluding cash and cash equivalents. Additionally, we will be able to incur additional leverage if we are able to obtain exemptive relief from the SEC to exclude the debt of any SBIC subsidiary we may form in the future from the leverage requirements otherwise applicable to BDCs. We have not yet applied to the Small Business Administration for approval to form a SBIC and may decide not to do so. We can offer no assurances as to whether or when we may form a SBIC subsidiary.
GS Group Inc. has owned a significant portion of our common stock since the inception of our operations. As of December 31, 2024,2025, GS Group Inc.Inc., together with certain of its subsidiaries, owned 5.5%5.8% of our outstanding common stock. GS & Co., a wholly owned subsidiary of GS Group Inc., has acquired shares of our common stock pursuant to a 10b5-1 plan, and may in the future acquire additional shares of our common stock in the open market, but GS & Co. will limit its collective ownership with GS Group Inc. to below 25.0% of our outstanding common stock. Therefore, GS Group Inc. is able to exert, and may be able to continue to exert, influence over our management and policies and have significant voting influence on most votes requiring stockholder approval. This concentration of ownership may also have the effect of delaying, preventing or deterring a change of control of us, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of us and might ultimately affect the market price of our common stock. Our Investment Adviser has the authority to vote securities held by GS Group Inc., including on matters that may present a conflict of interest between our Investment Adviser and other stockholders.
Our business faces increasing public scrutiny related to ESG activities, which are increasingly considered to contribute to the long-term sustainability of a company’s performance. A variety of organizations measure the performance of companies on ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions.
At the same time, there are various approaches to responsible investing activities and divergent views on the consideration of ESG topics. These differing views increase the risk that any action or lack thereof with respect to our Investment Adviser’s consideration of responsible investing or ESG-related practices will be perceived negatively. “Anti-ESG” sentiment has gained momentum across the U.S., with several states having enacted or proposed “anti-ESG” policies, legislation or issued related legal opinions. If investors subject to such legislation view ourany responsibleconsideration investing orof ESG practices as being in contradiction of such “anti-ESG” policies, legislation or legal opinions, such investors may not invest in us. Further, asset managers have been subject to recent scrutiny related to ESG-focused industry working groups, initiatives and associations, including organizations advancing action to address climate change or climate-related risk. Such scrutiny could expose the Investment Adviser to the risk of antitrust investigations or challenges by federal authorities, result in reputational harm and discourage certain investors from investing in us. In addition, various constituencies have asserted that the U.S. Supreme Court’s decision striking down race-based affirmative action in higher education in June 2023 should be analogized to private employment matters and private contract matters. Several new cases alleging discrimination based on similar arguments have been filed since that decision, with scrutiny of certain corporate diversity, equity and inclusion practices increasing. If the Investment Adviser does not successfully manage expectations across these varied interests, it could erode trust, impact our and their reputation, and constrain our investment and fundraising opportunities.
Additionally, new state-level, federal and internationalcertain regulatory initiativesinitiatives, including those relating to disclosure obligations, related to ESG could adversely affect our business. The SEC has proposed rules that, in addition to other matters, would establish a framework for reporting of climate-related risks. There is also a risk that a significant reorientation in the market following the implementation of these and further measures could be adverse to our portfolio companies if they are perceived to be less valuable as a consequence of, for example, their carbon footprint or “greenwashing” (i.e., the holding out of a product as having green or sustainable characteristics where this is not, in fact, the case). We are, and our portfolio companies may be, or could in the future become subject toto, the risk that similar measures might be introduced in other jurisdictions in the future. At this time, there is uncertainty regarding the scope of such proposals or when they would become effective (if at all). Compliance with any new laws or regulations increases our regulatory burden and could make compliance more difficult and expensive, affect the manner in which we or our portfolio companies conduct our businesses and adversely affect our profitability.
There may be evidence of global climate change. Climate change creates physical and financial risk, and we and our portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of our portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect the financial condition of some of our portfolio companies through, for example, decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions.
We invest primarily through direct originations of secured debt, including first lien, unitranche, and last-out portions of such loans; second-lien debt; unsecured debt, including mezzanine debt; and select equity investments. The securities in which we invest typically are not rated by any rating agency, and if they were rated, they would be below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. and lower than “BBB-” by Fitch Ratings or Standard & Poor’s Ratings Services). These securities, which may be referred to as “junk bonds,” “high yield bonds” or “leveraged loans,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. These securities are subject to greater risk of loss of principal and interest than higher-rated and comparable non-rated securities. They are also generally considered to be subject to greater risk than securities with higher ratings or comparable non-rated securities in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated and comparable non-rated securities, the yields and prices of such securities may be more volatile than those for higher-rated and comparable non-rated securities. The market for lower-rated and comparable non-rated securities is thinner, often less liquid and less active than that for higher-rated or comparable non-rated securities, which can adversely affect the prices at which these securities can be sold and may even make it impractical to sell such securities.
In addition, the Federal Reserve decreased the federal funds rate twicethree times in 2024.2025, but then decided to hold interest rates steady in January of 2026. The rate and timing of further rate decreases remains unknown. In addition, there can be no assurance that the Federal Reserve will not make additional upwards adjustments to the federal funds rate in the future to mitigate inflationary pressures. Uncertainty surrounding future Federal Reserve actions and changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and may detract from our performance to the extent we are exposed to such changing interest rates and/or volatility. In periods of rising interest rates, to the extent we borrow money subject to a floating interest rate, our cost of funds would increase, which could reduce our net investment income. Similarly, rising interest rates could also reduce the yield on our investments if such increases on our borrowings exceed any rise in the rate that our investments yield (including any floating rate investments or investments subject to specified minimum interest rates (such as a SOFR floor)).
If general interest rates were to decline, borrowers may refinance their loans at lower interest rates,rates and pay off their obligations more quickly than originally anticipated, which could shorten the average life of the loans and reduce the associated returns on the investment, as well as require our Investment Adviser to incur management time and expense to re-deploy such proceeds, including on terms that may not be as favorable as our existing investments. In periods of falling interest rates, the rate of prepayments has historically tended to increase, as borrowers are motivated to pay off debt and refinance at new lower rates.
We have entered into certain hedging transactions, such as interest rate swaps, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. See “—Risks Relating to our Investments—We may expose ourselves to risks if we engage in hedging transactions.”
We may acquire investments directly (by way of assignment) or indirectly (by way of participation). As described in more detail below, holders of participation interests are subject to additional risks not applicable to a holder of a direct interest in a debt obligation.
We may acquire investments directly (by way of assignment) or indirectly (by way of participation). As described in more detail below, holders of participation interests are subject to additional risks not applicable to a holder of a direct interest in a debt obligation. The purchaser of an assignment of a debt obligation typically succeeds to all the rights and obligations of the selling institution and becomes a party to the applicable documentation relating to the debt obligation. In contrast, participations acquired by us in a portion of a debt obligation held by a seller typically result in a contractual relationship only with such seller, not with the obligor. We would have the right to receive payments of principal, interest and any fees to which it is entitled under the participation only from the seller and only upon receipt by the seller of such payments from the obligor. In purchasing a participation, we generally will have neither the right to enforce compliance by the obligor with the terms of the documentation relating to the debt obligation nor any rights of set-off against the obligor, and we may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, we will assume the credit risk of both the obligor and the seller, which will remain the legal owner of record of the applicable debt obligation. In the event of the insolvency of the seller, we may be treated as a general creditor of the seller in respect of the participation, may not benefit from any set-off exercised by the seller against the obligor and may be subject to any set-off exercised by the obligor against the seller. In addition, we may purchase a participation from a seller that does not itself retain any portion of the applicable debt obligation and, therefore, may have limited interest in monitoring the terms of the documentation relating to such debt obligation and the continuing creditworthiness of the borrower.
We may be subject to risks related to exit financings.
We may invest in portfolio companies that are in the process of exiting, or that have recently exited, the bankruptcy process. Post-reorganization securities typically entail a higher degree of risk than investments in securities that have not undergone a reorganization or restructuring. Moreover, post-reorganization securities can be subject to heavy selling or downward pricing pressure after the completion of a bankruptcy reorganization or restructuring. If the Investment Adviser’s evaluation of the anticipated outcome of an investment situation should prove incorrect, we could incur substantial losses.
The success of any hedging transactions we may enter into will depend on our ability to correctly predict movements in currencies and interest rates. Therefore, while we may enter into such transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to (or be able to) establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Income derived from hedging transactions also is generally not eligible to be distributed to non-U.S. stockholders free from U.S. federal withholding taxes.tax. Changes to the regulations applicable to the financial instruments we use to accomplish our hedging strategy could impair the effectiveness of that strategy. See also “—Risks Relating to Our Investments—We are exposed to risks associated with changes in interest rates.”
Sales of substantial amounts of our common stock, the availability of such common stock for sale or the perception that such sales could occur could materially adversely affect the prevailing market price for our common stock. Both the sale of a substantial amount of our securities and the perception that such sales could occur could impair our ability to raise additional capital through the sale of equity securities should we desire to do so. Additionally, GS Group Inc., together with certain of its subsidiaries, as an owner of approximately 5.5%5.8% of our common stock as of December 31, 2024, GS Group Inc.2025, is a significant stockholder that may decide to sell a substantial amount of its common stock, subject to applicable securities laws, and such a sale would exacerbate the effects described above.
In order to satisfy the Annual Distribution Requirement applicable to RICs, we will have the ability to declare a large portion of a distribution in shares of our common stock or preferred stock instead of in cash. We are not subject to restrictions on the circumstances in which we may declare a portion of a distribution in shares of our stock but would generally anticipate doing so only in unusual situations, such as, for example, if we do not have sufficient cash to meet our RIC distribution requirements under the Code. Generally, were we to declare such a distribution, we would allow stockholders to elect payment in cash and/or shares of our stock of equivalent value. Under published IRS guidance, the entire distribution by a publicly offered RIC will generally be treated as a taxable distribution for U.S. federal income tax purposes, and count towards our RIC distribution requirements under the Code, if certain conditions are satisfied. Among other things, the aggregate amount of cash available to be distributed to all stockholders is required to be at least 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, the cash available for distribution is required towould be allocated among the stockholders electing to receive cash (with the balance of the distribution paid in stock) under a formula provided in the applicable IRS guidance. The number of shares of our stock distributed would thus depend on the applicable percentage limitation on cash available for distribution, the stockholders’ individual elections to receive cash or stock, and the value of the shares of our stock. Each stockholder generally would be treated as having received a taxable distribution (including for purposes of the withholding tax rules applicable to a non-U.S. stockholder) on the date the distribution is received in an amount equal to the cash that such stockholder would have received if the entire distribution had been paid in cash, even if the stockholder received all or most of the distribution in shares of our common stock or preferred stock. We currently do not intend to pay distributions in shares of our common stock or preferred stock, but we can offer no assurance that we will not do so in the future.
During the period when we have elected to be treated as a RIC, we expect to be treated as a “publicly offered regulated investment company” (within the meaning of Section 67 of the Code) as a result of either (i) shares of our common stock being held by at least 500 persons at all times during a taxable year or (ii) shares of our common stock being treated as regularly traded on an established securities market. However, we cannot assure investors that we will be treated as a publicly offered regulated investment company for all years. If we are not treated as a publicly offered regulated investment company for any calendar year, each U.S. stockholder that is an individual, trust or estate will be treated as having received a dividend from us in the amount of such U.S. stockholder’s allocable share of the management and incentive fees paid to our Investment Adviser and certain of our other expenses for the calendar year, and these fees and expenses will be treated as miscellaneous itemized deductions of such U.S. stockholder. Miscellaneous itemized deductions of a U.S. stockholder that is an individual, trust or estate are disallowed for tax years beginning before January 1, 2026 and thereafter generally are (i) deductible by such U.S. stockholders only to the extent that the aggregate of such U.S. stockholder’s miscellaneous itemized deductions exceeds 2% of such U.S. stockholder’s adjusted gross income for U.S. federal income tax purposes, (ii) not deductible for purposes of the alternative minimum tax and (iii) subject to the overall limitation on itemized deductions under the Code.
Non-U.S. stockholders may be subject to withholding of U.S. federal income tax on dividendsdistributions we pay.
We are authorized to purchase up to $75.00 million of shares of our common stock if the stock trades below the most recently announced NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share), subject to certain limitations, commencing on a date to be determined by one or more of our officers. Any such purchases will be conducted in accordance with applicable securities laws. Whether purchases will be made under anythe 2025 10b5-1 planPlan we(as maydefined adoptbelow) or otherwise and how much will be purchased at any time is uncertain, dependent on prevailing market prices and trading volumes, all of which we cannot predict. These activities may have the effect of maintaining the market price of our common stock or retarding a decline in the market price of the common stock, and, as a result, the price of our common stock may be higher than the price that otherwise might exist in the open market.
We are authorized to repurchase shares of common stock when the market price per share is below the most recently reported NAV per share (including any updates, corrections or adjustments publicly announced by us to any previously announced NAV per share), including under anythe 2025 10b5-1 plan we may adopt, commencing on a date to be determined by one or more of our officers.Plan. Because purchases may be made beginning at any price below our most recently reported NAV per share, if our NAV per share decreases after the date as of which NAV per share was last reported, such purchases may result in dilution to our NAV per share. This dilution would occur because we would repurchase shares at a price above the then-current NAV per share, which would cause a proportionately smaller increase in our stockholders’ interest in our earnings and assets and their voting interest in us than the decrease in our assets resulting from such repurchase. As a result of any such dilution, our market price per share may decline. The actual dilutive effect will depend on the number of shares of common stock that could be so repurchased, the price and the timing of any repurchases.
Our investments may include OID instruments and PIK,PIK interest arrangements, which represents contractual interest added to a loan balance and due at the end of such loan’s term. To the extent OID or PIK interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash, including the following:
Management's Discussion & Analysis (MD&A)
New heading “At-the-market (“ATM”) Offering”
New heading “Repayment of the 2026 Notes”
New heading “Board Size Reduction; Class III Directors”
Removed heading “Equity Issuances”
Largest changes
Thesee in full comparisondecrease in investments with a Grade 1 investment performance rating was driven by the exit of investments with an aggregate fair value of $46.81 million. The decreaseincrease in investments with a Grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of$32.51$98.72 million beingupgradeddowngraded froma Grade 3 investment performance rating toa Grade 2 investment performance rating due toimprovedfinancialperformance,underperformance, partially offset by the exit of investments with aninvestment with aaggregate fair value of$34.27$64.79 million and investments with an aggregate fair value of $25.31 million being downgradedfrom a Grade 3 investment performance ratingto a Grade 4 investment performance rating due to financialunderperformance, as well as the sale of an investment with a fair value of $33.00 million.underperformance. Thedecreaseincrease in investments with a Grade 4 investment performance rating was primarily driven bythe restructuring ofinvestments with an aggregate fair value of$58.80 million, partially offset by an investment with an aggregate fair value of $34.27$25.31 million being downgraded from a Grade 3 investment performance rating due toGradefinancial4 investment performance rating,underperformance as mentioned above.
As of December 31,see in full comparison2024,2025, the total portfolio weighted average yield measured at amortized cost and fair value was10.1%9.3% and13.2%,10.5%, as compared to11.8%10.1% and 13.2% as of December 31,2023.2024. The decrease in the total portfolio weighted average yield at fair value and the decrease in weighted average yield at fair value within First Lien/Senior Secured Debt were primarily due to the restructuring of Streamland Media Midco LLC. The decrease in weighted average yield at amortized cost within First Lien/Senior Secured Debt was primarily due to a decline in interest rates. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield measured at amortized cost and fair value was driven by the exit of Doxim, Inc. in addition to our First Lien/Last-Out Unitranche investment in Streamland Media Midco LLC being placed on non-accrual status, partially offset by the refinancing of K2 Towers III, LLC. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield atamortized cost was driven by (i) a decline in interest rates and (ii) placing Lithium Technologies, Inc. on non-accrual status. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield at amortized cost andfair value was primarily driven bya decline in interest rates. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at amortized cost and fair value was primarily driven by the restoration ofMPIEngineeringEngineered Technologies, LLCtobeingaccrualplaced on non-accrual status. Within Unsecured Debt, the decrease in weighted average yield atamortized cost andfair value was primarily driven by(i) placing Wine.com on non-accrual status and (ii)thesaleexit ofZodiacCivicPlusIntermediate,LLC, partially offset by Bayside Parent, LLC(dbabeingZipari),restoreda first lien debt investment,back tomPulseaccrualMobile, Inc. (dba Zipari Inc.), a non-income producing security.status.
“We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. …”see in full comparison
“We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. …”see in full comparison
“We may commit to issue standby letters of credit in connection with an investment or we may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each of us or such Account, acting in such capacity in issuing such standby letters of credit, an “LC Issuer”). In the event a letter of credit is funded, the LC Issuer would be obligated under the terms of the relevant credit agreement to fund a portion of the letter of credit, for a period of time, on behalf of the Accounts that also have a commitment to the investment. …”see in full comparison
Full comparison: every changed paragraph (63)
As of December 31, 2024,2025, the total portfolio weighted average yield measured at amortized cost and fair value was 10.1%9.3% and 13.2%,10.5%, as compared to 11.8%10.1% and 13.2% as of December 31, 2023.2024. The decrease in the total portfolio weighted average yield at fair value and the decrease in weighted average yield at fair value within First Lien/Senior Secured Debt were primarily due to the restructuring of Streamland Media Midco LLC. The decrease in weighted average yield at amortized cost within First Lien/Senior Secured Debt was primarily due to a decline in interest rates. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield measured at amortized cost and fair value was driven by the exit of Doxim, Inc. in addition to our First Lien/Last-Out Unitranche investment in Streamland Media Midco LLC being placed on non-accrual status, partially offset by the refinancing of K2 Towers III, LLC. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost was driven by (i) a decline in interest rates and (ii) placing Lithium Technologies, Inc. on non-accrual status. Within First Lien/Last-Out Unitranche, the decrease in weighted average yield at amortized cost and fair value was primarily driven by a decline in interest rates. Within Second Lien/Senior Secured Debt, the increase in weighted average yield at amortized cost and fair value was primarily driven by the restoration of MPI EngineeringEngineered Technologies, LLC tobeing accrualplaced on non-accrual status. Within Unsecured Debt, the decrease in weighted average yield at amortized cost and fair value was primarily driven by (i) placing Wine.com on non-accrual status and (ii) the saleexit of ZodiacCivicPlus Intermediate,LLC, partially offset by Bayside Parent, LLC (dbabeing Zipari),restored a first lien debt investment,back to mPulseaccrual Mobile, Inc. (dba Zipari Inc.), a non-income producing security.status.
For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA (“interest coverage ratio”).EBITDA. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:
The decrease in investments with a Grade 1 investment performance rating was driven by the exit of investments with an aggregate fair value of $46.81 million. The decreaseincrease in investments with a Grade 3 investment performance rating was primarily driven by investments with an aggregate fair value of $32.51$98.72 million being upgradeddowngraded from a Grade 3 investment performance rating to a Grade 2 investment performance rating due to improvedfinancial performance,underperformance, partially offset by the exit of investments with an investment with aaggregate fair value of $34.27$64.79 million and investments with an aggregate fair value of $25.31 million being downgraded from a Grade 3 investment performance rating to a Grade 4 investment performance rating due to financial underperformance, as well as the sale of an investment with a fair value of $33.00 million.underperformance. The decreaseincrease in investments with a Grade 4 investment performance rating was primarily driven by the restructuring of investments with an aggregate fair value of $58.80 million, partially offset by an investment with an aggregate fair value of $34.27$25.31 million being downgraded from a Grade 3 investment performance rating due to Gradefinancial 4 investment performance rating,underperformance as mentioned above.
Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management’s judgment. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management’s judgment, principal and interest or dividend payments are likely to remain current. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.
Net increase (decrease) in net assets from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.
On October 12, 2020, we completed our Merger with GS MMLC. The Merger was accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues. The consideration paid to GS MMLC’s stockholders was less than the aggregate fair values of the assets acquired and liabilities assumed, which resulted in a purchase discount (the “Purchase Discount”). The Purchase Discount was allocated to the cost of GS MMLC investments acquired by us on a pro-rata basis based on their relative fair values as of the closing date. Immediately following the Merger with GS MMLC, we marked the investments to their respective fair values and, as a result, the Purchase Discount allocated to the cost basis of the investments acquired was immediately recognized as unrealized appreciation on our Consolidated StatementStatements of Operations. The Purchase Discount allocated to the loan investments acquired will amortize over the life of each respective loan through interest income with a corresponding adjustment recorded as unrealized depreciation on such loans acquired through their ultimate disposition. The Purchase Discount allocated to equity investments acquired will not amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, we will recognize a realized gain with a corresponding reversal of the unrealized appreciation on disposition of such equity investments acquired.
Interest income from investments decreased from $378.11 million for the year ended December 31, 2024 to $327.55 million for the year ended December 31, 2025, primarily due to a decline in base interest rates and tightening of credit spreads in addition to the decrease in the size of our portfolio. The amortized cost of the portfolio decreased from $3,673.58 million as of December 31, 2024 to $3,395.17 million as of December 31, 2025.
Interest income from investments decreased from $416.99 million for the year ended December 31, 2023 to $378.11 million for the year ended December 31, 2024, primarily due to placing investments on non-accrual status as a result of underperformance, the increase in the number of investments earning PIK income, as well as a decline in base interest rates.
PIK income from investments increaseddecreased from $33.87 million for the year ended December 31, 2023 to $50.43 million for the year ended December 31, 2024.2024 to $32.90 million for the year ended December 31, 2025. The increasedecrease was primarily due to the increase in the numberexit of investments earning PIK income.payment of interest in addition to a decline in base interest rates and tightening of credit spreads.
Interest and other debt expenses decreased from $113.72 million for the year ended December 31, 2024 to $111.56 million for the year ended December 31, 2025. The decrease was mainly driven by the decrease of daily average borrowings, partially offset by the increase in combined weighted average interest rate as result of repayment of the 2025 Notes.
Management fees decreased from $35.23 million for the year ended December 31, 2024 to $33.45 million for the year ended December 31, 2025. The decrease is primarily driven by the decrease in gross assets, excluding cash and cash equivalents.
Interest and other debt expenses increased from $111.30 million for the year ended December 31, 2023 to $113.72 million for the year ended December 31, 2024. The increase was primarily driven by higher amortization of debt issuance costs due to the issuance of the 2027 Notes.
Incentive fees decreasedincreased from $49.42 million for the year ended December 31, 2023 to $17.21 million for the year ended December 31, 2024.2024 to $26.22 million for the year ended December 31, 2025. The decreaseincrease was driven by the performance of the investment portfolio for the twelve quarters ended December 31, 20242025, as compared to the twelve quarters ended December 31, 2023.2024, partially offset by the change to the Incentive Fee Cap from 20% of the Cumulative Net Return to 17.5% of the Cumulative Net Return for the periods after December 31, 2024. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.
For the year ended December 31, 2023, our Investment Adviser voluntarily waived Incentive fees of $1.99 million and Management fees of $0.00 million. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.
For the year ended December 31, 2025, net realized losses were primarily driven by the restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.) and Streamland Media Midco LLC as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC. The above realized losses were partially offset by the realized gains attributable to the repayment of the preferred stock investment in Lobos Parent, Inc. (dba NeoGov).
For the year ended December 31, 2024, net realized losses were primarily driven by our investments in five portfolio companies. In the fourth quarter of 2024, the sale of Hollander Intermediate LLC (dba Bedding Acquisition, LLC) resulted in a realized loss of $22.33 million. In the third quarter of 2024, the restructuring of the first lien debt investments in Pluralsight, Inc. andInc., the sale of Zodiac Intermediate, LLC (dba Zipari) to mPulse Mobile, Inc. (dba Zipari Inc.) resulted in a realized loss of $43.25 million and $41.23 million, respectively. In the second quarter of 2024,, the restructuring of the first lien debt investments in Thrasio, LLCLLC, resultedthe in a realized losssale of $26.51Hollander million.Intermediate InLLC the(dba firstBedding quarterAcquisition, ofLLC) 2024,and the restructuring of the first lien debt investments in Sweep Purchaser LLC resulted in a realized loss of $17.49 million.LLC.
For the year ended December 31, 2023, net realized losses were primarily driven by the exit of our investments in two portfolio companies. In the first quarter of 2023, we fully exited our second lien debt investment and common stock investment in National Spine and Pain Centers, LLC, which resulted in a realized loss of $36.26 million. In the fourth quarter of 2023, we fully exited our common stock investment in Bolttech Mannings, Inc., which resulted in a realized loss of $22.37 million.
For the year ended December 31, 2025, Other, net includes gross unrealized appreciation of $33.66 million and gross unrealized depreciation of $(36.05) million.
Net change in unrealized appreciation (depreciation) in our investments for the year ended December 31, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.), Streamland Media Midco LLC, as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC, partially offset by the increase in the unrealized depreciation on Pluralsight, Inc., and MPI Engineered Technologies, LLC due to financial underperformance.
For the year ended December 31, 2023, Other, net includes gross unrealized appreciation of $24.88 million and gross unrealized depreciation of $(34.77) million.
Net change in unrealized appreciation (depreciation) in our investments for the year ended December 31, 2023 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned exit of our investments in National Spine and Pain Centers, LLC and Bolttech Mannings, Inc., and by the reversal of the unrealized depreciation in connection with the recapitalization of our second lien debt investment in Zep Inc. The appreciation was partially offset by the financial underperformance of Zodiac Intermediate, LLC (dba Zipari), Sweep Purchaser LLC and Thrasio, LLC.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of December 31, 2025 and December 31, 2024, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 175% and 181%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
We historically paid a distribution to our stockholders on a quarterly basis. On February 26, 2025, we announced that we would have a distribution framework that provides a quarterly base distribution declared in the relevant quarter and a variable supplemental distribution declared in the following quarter, subject to satisfaction of certain measurement tests and the approval of our Board.
As a supplement to our financial results reported in accordance with GAAP, we have provided, as detailed below, a non-GAAP financial measure to our financial condition that adjusts the net asset value per share for the supplemental distribution per share. We believe that the adjustment to the net asset value per share for the supplemental distribution is meaningful because it aligns the supplemental distribution to its relevant quarter earnings. Although this non-GAAP financial measure is intended to enhance investors’ understanding of our business and performance, this non-GAAP financial measure should not be considered an alternative to GAAP. The aforementioned non-GAAP financial measure may not be comparable to similar non-GAAP financial measures used by other companies.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of December 31, 2024 and December 31, 2023, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 181% and 187%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
At-the-market (“ATM”) Offering
Equity Issuances
We may, from time to time, issue and sell shares of our common stock through public or at-the-market (“ATM”) offerings. On November 15, 2023, we entered into an equity distribution agreement (the “2023 Equity Distribution Agreement”) by and among us, GSAM and Truist Securities, Inc. (“Truist”). On and effective June 5, 2025, we terminated the 2023 Equity Distribution Agreement in accordance with its terms.
For the year ended December 31, 2024, we issued and sold the following shares of common stock through ATM offerings:
For further details regarding the 2023 Equity Distribution Agreement, see Note 9 “Net Assets—Equity Issuances—At-the-market (“ATM”) Offering” to our consolidated financial statements included in this report.
On March 9, 2023, we completed a follow-on offering (the "March Offering") under our shelf registration statement, issuing 6,500,000 shares of our common stock at a price to the underwriters of $15.09 per share. Net of offering and underwriting costs, we received cash proceeds of $97.58 million.
For further details, see Note 9 “Net Assets—EquityAt-the-market Issuances—Follow-on(“ATM”) Offering” to our consolidated financial statements included in this report.
InOn NovemberAugust 2021,8, 2024, our Board of Directors approved and authorized a 10b5-1 stock repurchase plan (the “2022 10b5-1 Plan”),program which provided forallows us to repurchase up to $75.00 million of shares of our common stock if our common stock tradedtrades below the most recently announced quarter-end NAV per share, subject to certain limitations. TheOn 2022June 13, 2025, we entered into the 2025 10b5-1 Plan becamewith effectiveGeorgeson onSecurities AugustCorporation 17,(“Georgeson”) 2022,for commencedrepurchases onof Septemberour common stock during the period from June 16, 20222025 andthrough expiredJune on13, August2026. 17,Unless 2023.extended Theby 2022the Board, the 2025 10b5-1 Plan waswill temporarilyterminate suspended12 inmonths accordance with its terms in connection withfrom the Marchdate Offeringit onwas Marchentered 1, 2023 and remained suspended until its termination on August 17, 2023.into.
For further details, see Note 39 “SignificantNet AgreementsAssets—Common andStock RelatedRepurchase Party TransactionsPlan” to our consolidated financial statements included in this report.
We have a voluntary dividend reinvestment plan (the “DRIP”) that provides for automatic reinvestment of all cash distributions declared by our Board of Directors unless a stockholder elects to “opt out” of the plan. As a result, if our Board of Directors declares a cash distribution, then the stockholders who have not “opted out” of the DRIP will have their cash distributions automatically reinvested in additional shares of common stock, rather than receiving the cash distribution. Due to regulatory considerations, GS Group Inc. hasand GS & Co. have opted out of the DRIP, and GS & Co. had also opted out of the DRIP in respect of any shares of our common stock acquired through any 10b5-1 plan.DRIP.
For further details, see Note 9 “Net Assets—Distributions” to our consolidated financial statements included in this report.
The aggregate committed borrowing amount under the Revolving Credit Facility is $1,695.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility to up to $2,542.50 million. We amended and restated the Revolving Credit Facility on numerous occasions between October 3, 2014 and JuneDecember 28,17, 2024.2025.
Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an additional 0.10% credit adjustment spreadspread, or (ii) an alternative base rate, which is the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or dailythe simpleapplicable Sterlingrisk-free Overnight Index Averagerate (“SONIARFR rate”) plus a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or dailythe simpleapplicable SONIARFR rate), plus, (i) in the case of borrowings denominated in Pound Sterling (GBP) only, an additional 0.1193% credit adjustment spread, and (ii) in the case of borrowings denominated in CanadianCHF Dollarsonly, an additional 0.0031% and (iii) in the case of borrowings denominated in CAD only, an additional 0.29547% (one-month interest period) or an additional 0.32138% (three-month interest period) credit adjustment spread. Borrowings from certain lenders, which hold approximately 84% of total lending commitments (the "Extending Lenders"), bear interest at the applicable rates described above less 0.10%. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable in arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to certainthe lendersExtending which hold approximately 87% of total lending commitments,Lenders, will mature, and all accrued and unpaid interest will be due and payable, on OctoberJune 18,24, 2028.2030. Any amounts borrowed under the Revolving Credit Facility with respect to remaining lenders will mature, and all accrued and unpaid interest will be due and payable, with respect to certain remaining lenders, on May 5, 2027.2027, and with respect to other remaining lenders, on October 18, 2028.
On February 10, 2020, we closed an offering of $360.00 million aggregate principal amount of 3.75%3.750% unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The 2025 Notes bore interest at a rate of 3.75%3.750% per year, payable semi-annually in arrears on February 10 and August 10 of each year. The 2025 Notes matured and were fully repaid on February 10, 2025 in accordance with their terms, using proceeds from the Revolving Credit Facility. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.
On February 10, 2025, we paid to Computershare Trust Company, National Association, for the benefit of the holders of the 2025 Notes, the aggregate principal amount outstanding of $360.00 million, plus accrued and unpaid interest, in full satisfaction of our obligations under the 2025 Notes.
On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bearbore interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The 2026 Notes will mature on January 15, 2026 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.
On January 15, 2026, we borrowed $505.00 million under the Revolving Credit Facility and used the proceeds, together with cash on hand, to repay the 2026 Notes, plus accrued and unpaid interest, in full satisfaction of our obligations under the 2026 Notes.
On March 11, 2024, we closed an offering of $400.00 million aggregate principal amount of 6.375% unsecured notes due 2027 (the “2027 Notes”). The 2027 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually,semi-annually in arrears on March 11 and September 11 of each year, commencing on September 11, 2024. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2027 Notes” to our consolidated financial statements included in this report.
In connection with the 2027 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2027 Notes in a qualifying fair value hedging relationship.
For further details, see Note 2 “Significant Accounting Policies—Derivatives”, Note 6 “Debt—2027 Notes” and Note 7 "Derivatives" to our consolidated financial statements included in this report.
On September 9, 2025, we closed an offering of $400.00 million aggregate principal amount of 5.650% unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2030 Notes bear interest at a rate of 5.650% per year, payable semi-annually in arrears on March 9 and September 9 of each year, commencing on March 9, 2026. The 2030 Notes will mature on September 9, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture.
In connection with the 2030 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2030 Notes in a qualifying fair value hedging relationship.
For further details, see Note 2 “Significant Accounting Policies—Derivatives”, Note 6 “Debt—2030 Notes” and Note 7 "Derivatives" to our consolidated financial statements included in this report.
We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of December 31, 2024, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
We may commit to issue standby letters of credit in connection with an investment or we may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each of us or such Account, acting in such capacity in issuing such standby letters of credit, an “LC Issuer”). In the event a letter of credit is funded, the LC Issuer would be obligated under the terms of the relevant credit agreement to fund a portion of the letter of credit, for a period of time, on behalf of the Accounts that also have a commitment to the investment. The Accounts are obligated to reimburse the LC Issuer as defined in the relevant credit agreement. As of December 31, 2025, we have committed to fund letters of credit of $5.48 million on behalf of the Accounts. As of December 31, 2025, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a RICregistered investment company) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a “limited derivatives user” and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.
Repayment of the 2026 Notes
On FebruaryJanuary 7,15, 2025,2026, we borrowed $360.00$505.00 million under the Revolving Credit Facility.Facility Theand used the proceeds, together with cash on hand, were used to repay the 20252026 Notes, asplus describedaccrued below.and unpaid interest, in full satisfaction of our obligations under the 2026 Notes.
2029 Notes
On January 28, 2026, we closed an offering of $400.00 million aggregate principal amount of 5.100% unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2029 Notes bear interest at a rate of 5.100% per year, payable semi-annually in arrears on January 28 and July 28 of each year, commencing on July 28, 2026. The 2029 Notes will mature on January 28, 2029 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture.
In connection with the 2029 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2029 Notes in a qualifying fair value hedging relationship.
Distribution
On February 10, 2025, we paid to Computershare Trust Company, National Association, for the benefit of the holders of the 2025 Notes, the aggregate principal amount outstanding of $360.00 million, plus accrued and unpaid interest, in full satisfaction of our obligations under the 2025 Notes.
On February 26,25, 2025,2026, theour Board of Directors declared a (i)quarterly quarterlybase distribution of $0.32 per share (the “Base Dividend”) and (ii) special distribution of $0.16 per share (the “Special Dividend”), each payable on or about April 28, 20252026 to holders of record as of March 31, 2025. The Board of Directors also authorized a future Special Dividend for each of the second quarter of 2025 and third quarter of 2025.2026. In addition, theour Board authorizeddeclared futurea quarterly supplemental distributions in the amountdistribution of at$0.03 leastper 50%share payable on or about March 20, 2026 to holders of ourrecord net investment income in excessas of theMarch amount9, of the Base Dividend, to the extent there is sufficient net investment income.2026.
What changed in the latest 10-Q
Risk Factors
An investment in our securities involves a high degree of risk. There have been no material changes to the risk factors previously reported under Item 1A. “Risk Factors” of our annual report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “2025 Stock Repurchase Program”
New heading “2026 Stock Repurchase Program”
Largest changes
“In connection with each of the 2027 Notes, 2029 Notes, and 2030 Notes (as defined below), we have entered into separate interest rate swaps to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. The cash flows pertaining to these interest rate swaps are settled semi-annually. We designated each interest rate swap and the respective notes in a qualifying fair value hedging relationship for which we apply hedge accounting. …”see in full comparison
“On May 5, 2026, we entered into that certain Fifteenth Amendment to Senior Secured Revolving Credit Agreement, by and among us, as Borrower, the lenders party thereto and Truist Bank, as Administrative Agent and as Collateral Agent and other parties thereto (the “Fifteenth Amendment”). …”see in full comparison
“Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2026 was primarily driven by the widening of market spreads during the period. The unrealized depreciation was further impacted by the financial underperformance of certain portfolio companies, most notably Pluralsight, Inc., Wine.com, LLC, One GI LLC, Streamland Media Midco LLC and Khoros, LLC (fka Lithium Technologies, Inc.). …”see in full comparison
“Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.), Streamland Media Midco LLC, as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC.”see in full comparison
Full comparison: every changed paragraph (60)
We are a specialty finance company focused on lending to middle-market companies. We are a closed-end management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”). In addition, we have elected to be treated as a regulated investment company (“RIC”) and we expect to qualify annually for tax treatment as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with our taxable year ended December 31, 2013. From our formation in 2012 through MarchJune 31,30, 2026, we originated approximately $9.93$9.94 billion in aggregate principal amount of debt and equity investments prior to any subsequent exits and repayments. We seek to generate current income and, to a lesser extent, capital appreciation primarily through direct originations of secured debt, including first lien, unitranche debt, including last-out portions of such loans, and second lien debt, and unsecured debt, including mezzanine debt, as well as through select equity investments.
Our origination strategy focuses on leading the negotiation and structuring of the loans or securities in which we invest and holding the investments in our portfolio to maturity. In many cases, we are the sole investor in the loan or security in our portfolio. Where there are multiple investors, we generally seek to control or obtain significant influence over the rights of investors in the loan or security. We generally seek to make investments that have maturities of three to ten years and investment size ranges from $10 million to $75 million or above. In addition, from time to time, we may opportunistically dispose of certain assets as part of our overall investment strategy.
As of MarchJune 31,30, 2026, the total portfolio weighted average yield measured at amortized cost and fair value was 9.1%8.8% and 10.4%,10.8%, as compared to 9.3% and 10.5% as of December 31, 2025. Within Second Lien/Senior Secured Debt, the decrease in weighted average yield at amortized cost and fair value was primarily due to aWine.com, maturityLLC extensionbeing placed on non-accrual status and the restructuring of Wine.com,Chase LLC.Industries, Inc. (dba Senneca Holdings). Within Unsecured Debt, the increasedecrease in weighted average yield at fairamortized valuecost was primarily due to the short duration of certain investments.
Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount. As of MarchJune 31,30, 2026 and December 31, 2025, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 13.7%10.3% and 14.2% of total debt investments.
The increase in investments with a Grade 1 investment performance rating was driven by investments with an aggregate fair value of $54.27 million being upgraded from a Grade 2 investment performance rating due to potential exits.
(1) Amount rounds to less than 0.01.
Interest income from investments decreased from $85.57 million for the three months ended March 31, 2025 to $70.11 million for the three months ended March 31, 2026, primarily due to a decline in base interest rates and tightening of credit spreads in addition to the decrease in the size of our portfolio. The amortized cost of the portfolio decreased from $3,555.49 million as of March 31, 2025 to $3,403.11 million as of March 31, 2026.
PIKInterest income from investments decreased from $10.18$82.33 million and $167.89 million for the three and six months ended MarchJune 31,30, 2025 to $7.56$74.03 million and $144.14 million for the three and six months ended MarchJune 31,30, 2026. The decrease was2026, primarily due to the restructuring and the exit of certain investments earning PIK interest in addition to a decline in base interest rates and tightening of credit spreads.
PIK income from investments decreased from $17.70 million for the six months ended June 30, 2025 to $15.24 million for the six months ended June 30, 2026, primarily due to a decrease in the size of the portfolio earning PIK income in addition to a decline in base interest rates and tightening of credit spreads.
Interest and other debt expenses increased from $28.31$26.41 million and $54.72 million for the three and six months ended MarchJune 31,30, 2025 to $30.04$30.10 million and $60.14 million for the three and six months ended MarchJune 31,30, 2026. The increase was mainly driven by the increase in the combined weighted average interest rate as result of repayment of the 2026 Notes and the 2025 Notes.
Incentive fees increaseddecreased from $6.80$8.53 million and $15.33 million for the three and six months ended MarchJune 31,30, 2025 to $0.00 million and $12.44 million for the three and six months ended MarchJune 31,30, 2026. The increasedecrease was driven by the performance of the investment portfolio for the twelve quarters ended MarchJune 31,30, 2026, as compared to the twelve quarters ended MarchJune 31,30, 2025. For additional information, see Note 3 “Significant Agreements and Related Party Transactions” in our consolidated financial statements included in this report.
For the three and six months ended MarchJune 31,30, 2025,2026, net realized lossesgains were primarily driven by the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC as well as the restructuring of Streamlandour Mediasecond Midcolien LLC.debt investments in Chase Industries, Inc. (dba Senneca Holdings).
For the six months ended June 30, 2025, net realized losses were primarily driven by the restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.) and Streamland Media Midco LLC. In addition, the realized losses were also driven by the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC.
For the three and six months ended MarchJune 31,30, 2026, Other, net includes gross unrealized appreciation of $1.15$3.32 million and $3.48 million, and gross unrealized depreciation of $(31.678.71) million and $(31.11) million.
Net change in unrealized appreciation (depreciation) in our investments for the three months ended March 31, 2026 was primarily driven by market volatility during the period. The unrealized depreciation was further impacted by the financial underperformance of certain portfolio companies, most notably Pluralsight, Inc. and One GI LLC. These declines were partially offset by unrealized appreciation on Chase Industries, Inc. (dba Senneca Holdings), reflecting improved operating performance.
For the three months ended March 31, 2025, Other, net includes gross unrealized appreciation of $2.84 million and gross unrealized depreciation of $(4.10) million.
Net change in unrealized appreciation (depreciation) in our investments for the three months ended MarchJune 31,30, 20252026 was primarily driven by the reversal of unrealized depreciationappreciation inas connectiona withresult of the aforementioned restructuring of Chase Industries, Inc. (dba Senneca Holdings), the first lien debt investmentsincrease in Streamlandunrealized Mediadepreciation Midcoon LLCWine.com, LLC, Pluralsight, Inc. and Xactly Corporation due to financial underperformance, as well as the exitwidening of Animalmarket Supplyspreads Holdings,during LLCthe andperiod. AnimalThe Supplyincrease Intermediate,in LLC,unrealized depreciation was partially offset by the financial underperformancereversal of Lithiumunrealized Technologies,depreciation on Volt Bidco, Inc. (dba Power Factors) as investments were partially repaid.
Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2026 was primarily driven by the widening of market spreads during the period. The unrealized depreciation was further impacted by the financial underperformance of certain portfolio companies, most notably Pluralsight, Inc., Wine.com, LLC, One GI LLC, Streamland Media Midco LLC and Khoros, LLC (fka Lithium Technologies, Inc.). The increase in unrealized depreciation was also due to the reversal of unrealized appreciation as a result of the aforementioned restructuring of Chase Industries, Inc. (dba Senneca Holdings). The increase in unrealized depreciation was partially offset by reversal of unrealized depreciation on Volt Bidco, Inc. (dba Power Factors) as investments were partially repaid.
For the three and six months ended June 30, 2025, Other, net includes gross unrealized appreciation of $8.19 million and $15.17 million, and gross unrealized depreciation of $(5.58) million and $(12.16) million.
Net change in unrealized appreciation (depreciation) in our investments for the six months ended June 30, 2025 was primarily driven by the reversal of unrealized depreciation in connection with the aforementioned restructuring of our first lien debt investments in Khoros, LLC (fka Lithium Technologies, Inc.), Streamland Media Midco LLC, as well as the exit of Animal Supply Holdings, LLC and Animal Supply Intermediate, LLC.
We expect to generate cash primarily from the net proceeds of any future offerings of securities, future borrowings and cash flows from operations. To the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our stockholders, we may enter into credit facilities in addition to our existing credit facilities, as discussed below, or issue other senior securities. We would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). See “—Key Components of Operations—Leverage.” As of MarchJune 31,30, 2026 and December 31, 2025, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 171%172% and 175%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.
2025 Stock Repurchase Program
On August 8, 2024, our Board of Directors approved and authorized a 10b5-1 stock repurchase program which allows us to repurchase up to $75.00 million of shares of our common stock if our common stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. On June 13, 2025, we entered into a 10b5-1 stock repurchase plan (the “2025 10b5-1 Plan”) with Georgeson Securities Corporation (“Georgeson”) for repurchases of our common stock during the period from June 16, 2025 through June 13, 2026. UnlessOn extendedand byeffective theJune Board,13, 2026, the 2025 10b5-1 Plan willexpired terminatein 12accordance monthswith fromits the date it was entered into.terms.
2026 Stock Repurchase Program
On May 6, 2026, our Board of Directors approved and authorized a 10b5-1 stock repurchase program, which allows us to enter into a 10b5-1 stock repurchase plan (the “2026 10b5-1 Plan”) to repurchase up to $75.00 million of shares of our common stock if the stock trades below the most recently announced quarter-end NAV per share, subject to certain limitations. As of June 30, 2026, we did not have an effective 2026 10b5-1 Plan.
Any repurchase by us of our common stock under any 10b5-1 plan or otherwise may result in the price of our common stock being higher than the price that otherwise might have existed in the open market. For further details, see Note 9 “Net Assets—Common Stock Repurchase Plan” to our consolidated financial statements included in this report.
Dividend Reinvestment PlanPlan.
We have entered into certain contracts under which we have future commitments. Payments under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, are equal to (1) a percentage of value of our average gross assets and (2) a two-part Incentive Fee. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company has agreed to furnish us with the administrative services necessary to conduct our day-to-day operations, we pay our administrator such fees as may be agreed between us and our administrator that we determine are commercially reasonable in our sole discretion. Either party or the stockholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty on at least 60 days’ written notice to the other party. Either party may terminate the Administration Agreement without penalty upon at least 30 days’ written notice to the other party. The following table shows our contractual obligations as of MarchJune 31,30, 2026:
We may borrow amounts in USD or certain other permitted currencies. Debt outstanding denominated in currencies other than USD has been converted to USD using the applicable foreign currency exchange rate as of the applicable reporting date. As of MarchJune 31,30, 2026, we had outstanding borrowings denominated in U.S. Dollars ("$" or "USD") of $623.67$583.67 million, in Euros ("EUR") of EUR of 13.70 million, in Great British Pounds ("GBP") of GBP 17.45 million, Canadian Dollars ("CAD") of CAD 57.02 million and Australian Dollars ("AUD") of AUD 24.50 million.
In connection with each of the 2027 Notes, 2029 Notes, and 2030 Notes (as defined below), we have entered into separate interest rate swaps to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. The cash flows pertaining to these interest rate swaps are settled semi-annually. We designated each interest rate swap and the respective notes in a qualifying fair value hedging relationship for which we apply hedge accounting. The carrying values of each of the 2027 Notes, 2029 Notes, and 2030 Notes are inclusive of adjustments for the changes in fair value of these notes attributable to the interest rate risk being hedged. For further details, see Note 2 “Significant Accounting Policies—Derivatives”, Note 6 “Debt” and Note 7 "Derivatives" to our consolidated financial statements included in this report.
On September 19, 2013, we entered into the Revolving Credit Facility with various lenders. Truist Bank serves as administrative agent and Bank of America, N.A. serves as syndication agent under the Revolving Credit Facility.
The aggregate committed borrowing amount under the Revolving Credit Facility is $1,695.00 million. The Revolving Credit Facility includes an uncommitted accordion feature that allows us, under certain circumstances, to increase the borrowing capacity of the Revolving Credit Facility to up to $2,542.50 million. We amended and restated the Revolving Credit Facility on numerous occasions between October 3, 2014 and January 14, 2026.
Borrowings denominated in USD, including amounts drawn in respect of letters of credit, bear interest (at our election) of either (i) Term SOFR plus a margin of either (x) 2.00%, (y) 1.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 1.75% (subject to certain gross borrowing base conditions), in each case, plus an additional 0.10% credit adjustment spread, or (ii) an alternative base rate, which is the highest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds Effective Rate for such day plus 1/2 of 1.00% and (iii) the rate per annum equal to (x) the greater of (A) Term SOFR for an interest period of one (1) month and (B) zero plus (y) 1.00%, plus a margin of either (x) 1.00%, (y) 0.875% (subject to maintenance of certain long-term corporate debt ratings) or (z) 0.75% (subject to certain gross borrowing base conditions). Borrowings denominated in non-USD bear interest of the applicable term benchmark rate or the applicable risk-free rate (“RFR rate”) plus a margin of either 2.00%, 1.875% or 1.75% (subject to the conditions applicable to borrowings denominated in USD that bear interest based on the applicable term benchmark rate or the applicable RFR rate), plus, (i) in the case of borrowings denominated in GBP only, an additional 0.1193% credit adjustment spread, (ii) in the case of borrowings denominated in CHF only, an additional 0.0031% and (iii) in the case of borrowings denominated in CAD only, an additional 0.29547% (one-month interest period) or an additional 0.32138% (three-month interest period) credit adjustment spread. Borrowings from certain lenders, which hold approximately 84% of total lending commitments (the "Extending Lenders"), bear interest at the applicable rates described above less 0.10%. With respect to borrowings denominated in USD, we may elect either Term SOFR, or an alternative base rate at the time of borrowing, and such borrowings may be converted from one benchmark to another at any time, subject to certain conditions. Interest is payable in arrears on the applicable interest payment date as specified therein. We pay a fee of 0.375% per annum on committed but undrawn amounts under the Revolving Credit Facility, payable quarterly in arrears. Any amounts borrowed under the Revolving Credit Facility with respect to the Extending Lenders, will mature, and all accrued and unpaid interest will be due and payable, on June 24, 2030. Any amounts borrowed under the Revolving Credit Facility will mature, and all accrued and unpaid interest will be due and payable, with respect to certain remaining lenders, on May 5, 2027, and with respect to other remaining lenders, on October 18, 2028.
On September 19, 2013, we initially entered into the Revolving Credit Facility, which, as of June 30, 2026, allowed us to borrow up to $1,475.00 million at any one time outstanding, subject to leverage and borrowing base restrictions. For further details, see Note 6 “Debt—Revolving Credit Facility” to our consolidated financial statements included in this report.
On February 10, 2020, we closed an offering of $360.00 million aggregate principal amount of 3.750% unsecured notes due 2025 (the “2025 Notes”). The 2025 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo Bank, National Association (“Wells Fargo”)). The 2025 Notes bore interest at a rate of 3.750% per year, payable semi-annually in arrears on February 10 and August 10 of each year. The 2025 Notes matured and were fully repaid on February 10, 2025 in accordance with their terms, using proceeds from the Revolving Credit Facility.terms. For further details, see Note 6 “Debt—2025 Notes” to our consolidated financial statements included in this report.
On November 24, 2020, we closed an offering of $500.00 million aggregate principal amount of 2.875% unsecured notes due 2026 (the “2026 Notes”). The 2026 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2026 Notes bore interest at a rate of 2.875% per year, payable semi-annually in arrears on January 15 and July 15 of each year. The 2026 Notes matured and were fully repaid on January 15, 2026 in accordance with their terms, using proceeds from the Revolving Credit Facility.terms. For further details, see Note 6 “Debt—2026 Notes” to our consolidated financial statements included in this report.
On March 11, 2024, we closed an offering of $400.00 million aggregate principal amount of 6.375% unsecured notes due 2027 (the “2027 Notes”). The 2027 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2027 Notes bear interest at a rate of 6.375% per year, payable semi-annually in arrears on March 11 and September 11 of each year. The 2027 Notes will mature on March 11, 2027 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2027 Notes” to our consolidated financial statements included in this report.
In connection with the 2027 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2027 Notes in a qualifying fair value hedging relationship.
For further details, see Note 2 “Significant Accounting Policies—Derivatives”, Note 6 “Debt—2027 Notes” and Note 7 "Derivatives" to our consolidated financial statements included in this report.
On January 28, 2026, we closed an offering of $400.00 million aggregate principal amount of 5.100% unsecured notes due 2029 (the “2029 Notes”). The 2029 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2029 Notes bear interest at a rate of 5.100% per year, payable semi-annually in arrears on January 28 and July 28 of each year, commencing on July 28, 2026. The 2029 Notes will mature on January 28, 2029 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2029 Notes” to our consolidated financial statements included in this report.
In connection with the 2029 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2029 Notes in a qualifying fair value hedging relationship.
For further details, see Note 2 “Significant Accounting Policies—Derivatives”, Note 6 “Debt—2029 Notes” and Note 7 "Derivatives" to our consolidated financial statements included in this report.
On September 9, 2025, we closed an offering of $400.00 million aggregate principal amount of 5.650% unsecured notes due 2030 (the “2030 Notes”). The 2030 Notes were issued pursuant to an indenture between us and Computershare Trust Company, National Association, as Trustee (as successor to Wells Fargo). The 2030 Notes bear interest at a rate of 5.650% per year, payable semi-annually in arrears on March 9 and September 9 of each year. The 2030 Notes will mature on September 9, 2030 and may be redeemed in whole or in part at our option at any time or from time to time at the redemption prices set forth in the indenture. For further details, see Note 6 “Debt—2030 Notes” to our consolidated financial statements included in this report.
In connection with the 2030 Notes, we entered into an interest rate swap to more closely align the interest rates of our fixed rate liabilities with the investment portfolio, which predominately consists of floating rate loans. We designated this interest rate swap and the 2030 Notes in a qualifying fair value hedging relationship.
For further details, see Note 2 “Significant Accounting Policies—Derivatives”, Note 6 “Debt—2030 Notes” and Note 7 "Derivatives" to our consolidated financial statements included in this report.
We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. As of June 30, 2026, we believed that we had adequate financial resources to satisfy our unfunded commitments.
Our unfunded commitments to provide funds to portfolio companies were as follows:
We may ourselves commit, or commit alongside one or more other Accounts, to issue standby letters of credit in connection with an investment or we may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each of us or such Account, acting in such capacity in issuing such standby letters of credit, an “LC Issuer”). In the event a letter of credit is funded, the LC Issuer or its designee would be obligated under the terms of the relevant credit agreement to fund a portion of the letter of credit, for a period of time, on behalf of the Accounts that also have a commitment to the investment. The Accounts are obligated to reimburse the LC Issuer or its designee as defined in the relevant credit agreement. As of MarchJune 31,30, 2026 and December 31, 2025, we have committed to fund letters of credit of $5.48 million on behalf of the Accounts. As of March 31, 2026, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:
On August 3, 2026, David Miller notified us of his intention to resign as our Co-Chief Executive Officer and Co-Principal Executive Officer. Effective December 31, 2026, Mr. Miller will cease serving as our Co-Chief Executive Officer and Co-Principal Executive Officer. Mr. Miller’s resignation is not the result of any disagreement with us. To assist in an orderly transition, Mr. Miller will continue to serve in his current role during the transition period. Mr. Miller will also become the chairman of the GSAM Private Credit Direct Lending Team in the Americas effective August 6, 2026 and become an advisory director to Goldman Sachs effective December 31, 2026. Mr. Miller currently serves, and following the effective date of his resignation will continue to serve, as a member of the Private Credit Investment Committee.
Vivek Bantwal, our other Co-Chief Executive Officer and Co-Principal Executive Officer, will, as of December 31, 2026, become our sole Chief Executive Officer and sole Principal Executive Officer.
In addition, we have appointed Justin Betzen as Co-President and Co-Chief Operating Officer, effective August 3, 2026. Tucker Greene, who currently serves as our President and Chief Operating Officer, will, effective upon Mr. Betzen’s appointment as Co-President and Co-Chief Operating Officer, serve as our Co-President and Co-Chief Operating Officer.
Mr. Betzen has also been appointed as Co-President and Co-Chief Operating Officer of Silver Capital Holdings LLC, Goldman Sachs Private Middle Market Credit II LLC, Phillip Street BDC LLC, Goldman Sachs Private Credit Corp. and West Bay BDC LLC.
Mr. Betzen has held several positions with Goldman Sachs Asset Management, L.P., and he is currently a managing director and senior underwriter in GSAM Private Credit in the Americas. Mr. Betzen initially joined Goldman Sachs in 2006 as an associate and rejoined Goldman Sachs as a vice president in 2013. He was named managing director in 2019. Prior to rejoining Goldman Sachs, Mr. Betzen worked at Newstone Capital Partners and was focused on second lien, mezzanine and minority equity investing. Prior to initially joining Goldman Sachs, he worked at JPMorgan Chase in the Technology Corporate Banking Group and was focused on software, services and payments companies.
Mr. Betzen has no family relationships with any current director, executive officer, or person nominated to become a director or executive officer, of ours, and there are no transactions or proposed transactions, to which we are a party, or intended to be a party, in which Mr. Betzen has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Effective as of the close of business on March 31, 2026, Susan B. McGee resigned from the Board and all committees thereof.
On MayAugust 6, 2026, our Board of Directors declared a quarterly base distribution of $0.32 per share payable on or about JulyOctober 28, 2026 to holders of record as of JuneSeptember 30, 2026. In addition, our Board declared a quarterly supplemental distribution of $0.03 per share, payable on or about September 15, 2026 to holders of record as of August 31, 2026.
As of August 6, 2026, our net debt-to-equity ratio decreased below our target of 1.25x, primarily due to repayments and sales.
In accordance with the Corporate Governance Guidelines and Director Charter, the Board of Directors extended the independent director retirement period for Carlos Evans from December 31, 2026 to December 31, 2027.
On May 5, 2026, we entered into that certain Fifteenth Amendment to Senior Secured Revolving Credit Agreement, by and among us, as Borrower, the lenders party thereto and Truist Bank, as Administrative Agent and as Collateral Agent and other parties thereto (the “Fifteenth Amendment”). The Fifteenth Amendment, among other things, (i) extends the final maturity date from June 24, 2030 to May 5, 2031, (ii) extends the commitment termination date from June 22, 2029 to May 3, 2030, (iii) reduces the applicable margin to (a) with respect to any ABR Loan, 0.775% per annum and (b) with respect to any Term Benchmark Loan or Daily Simple RFR Loan, 1.775% per annum, in each case, subject to an additional step-down in applicable margin if the Gross Borrowing Base is greater than or equal to the product of 1.60 and the Combined Debt Amount, (iv) reduces the commitment of each of Santander Bank, N.A., CIT Finance LLC and BankUnited, N.A. to zero on the Fifteenth Amendment Effective Date, (v) removes all credit adjustment spreads, (vi) increases the swingline sublimit from $150.00 million to $200.00 million, (vii) increases the letter of credit sublimit from $150.00 million to $200.00 million, (viii) reduces the commitment fee from 0.375% to 0.325%, and (ix) reduces letter of credit fronting fees from 0.25% per annum to 0.125% per annum. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Fifteenth Amendment.
On May 6, 2026, our Board approved and authorized an additional 10b5-1 stock repurchase program to allow us to repurchase up to $75.00 million of shares of our common stock, subject to certain limitations. We expect to enter into this 10b5-1 stock repurchase program once the 2025 10b5-1 Plan has been fully utilized or expires, and in compliance with Rule 10b5-1.
GSBD insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 2,004 shares, about $18.1K) and open-market sales in 0 filings. Net open-market shares: 2,004 (purchases minus sales); net value about $18.1K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-10 | Leach Timothy J |
Open-market purchase | 2,004 | $9.04 | $18.1K |
Well-known investors holding GSBD (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 356,070 | $3.4M | 0.0% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 15,132 | $143.5K | 0.0% | New position |