KBDC 10-K & 10-Q changes, risk factors and insider trading
Kayne Anderson BDC, Inc. · NYSE · CIK 1747172 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“The success of the our activities will be affected by the continued economic volatility as well as general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in applicable laws and regulations (including laws relating to taxation of the our investments), trade barriers, consumer spending patterns, currency exchange controls, continued technology disruption, tax reform or other significant policy changes as well as national and international political, environmental and socioeconomic …”see in full comparison
“We expect to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues for us. U.S. …”see in full comparison
The loans in our investment portfolio may be prepaid at any time, generally with little advance notice. Whether a loan is prepaid will depend both on the continued positive performance of the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing financing with less expensive capital. Prepayment rates are influenced by changes in interest rates and a variety of economic, geographic and other factors beyond our control. Therefore, the frequency at which prepayments (including voluntary prepayments by borrowers and liquidations due to defaults and insolvency) occur in respect of our investments can adversely impact us and prepayment rates cannot be predicted with certainty, making it impossible to insulate us from prepayment or other such risks. As market conditions change, we do not know when, and if, prepayment may be possible for each portfolio company. Early prepayments give rise to increased reinvestment risk,see in full comparisoncompany.including, for example, that when the prevailing level of interest rates falls, we could be unable to reinvest cash in a new investment with an expected rate of return at least equal to that of the investment prepaid. In some cases, the prepayment of a loan may reduce our achievable yield if the capital returned cannot be invested in transactions with equal or greater expected yields, which could have a material adverse effect on our business, financial condition and results of operations.
“Our investments in portfolio companies that operate in the Trading Companies & Distributors industry represent approximately 15.1% of our total portfolio as of December 31, 2024. Portfolio companies in the Trading Companies & Distributors industry are subject to many risks, including the negative impact of regulation, a competitive marketplace, decreased consumer demand and supply-chain disruptions. …”see in full comparison
“Turmoil such as that experienced by the U.S. and global financial markets as a result of the COVID-19 pandemic, and such as that which markets endured during the global financial crisis of 2008, illustrates the risk that the financial markets can experience uncertainty, volatility and instability, potentially for protracted periods of time. Lending and the global credit markets have experienced substantial volatility, disruption, liquidity shortages and to some extent financial instability. …”see in full comparison
Beginning in 2024, competition for the types of investments we make has driven interest rate spreads lower on our investments and has increased pressure from portfolio companies to pay interest in-kind instead of in cash. With respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be lower than the rates we offer. With respect to all investments, we may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. Although our Advisor allocates opportunities in accordance with its allocation policy, allocations to other accounts managed or sponsored by our Advisor or its affiliates reduce the amount and frequency of opportunities available to us and may not be in the best interests of us and our stockholders.see in full comparison
Full comparison: every changed paragraph (29)
The 1940 Act and the Code impose numerous constraints
on the operations of BDCs and RICs that do not apply to certain other investment vehicles managed by our Advisor and its affiliates. BDCs
are required, for example, to invest at least 70% of their total assets primarilybe in“qualifying assets”. Qualifying assets generally
include securities of U.S.“eligible privateportfolio or thinly traded public
companies,” cash, cash equivalents, U.S. government securities and other high-quality
debt instruments that maturematuring in one year or less
from the datetime of investment. Under the 1940 Act and the rules thereunder, “eligible
portfolio companies” include (1) private domestic operating companies, (2) public domestic operating companies whose securities
are not listed on a national securities exchange (e.g., the New York Stock Exchange) or registered under the Exchange Act, and (3) public
domestic operating companies having a market capitalization of less than $250 million. The Fund may also invest up to 30% of its portfolio
in non-qualifying assets. Moreover, qualification for taxation as a RIC requires satisfaction of source-of-income, asset diversification
and distribution requirements. We may offer, and provide upon request, significant managerial assistance to eligible portfolio companies.
Offering and providing upon request significant managerial assistance means, among other things, any arrangement whereby we, through our
trustees, officers or employees, offer to provide and, if accepted, do so provide, significant guidance and counsel concerning the management,
operations or business objectives and policies of an issuer through monitoring of issuer operations, selective participation in board
and management meetings, consulting with and advising an issuer’s or other organizational or financial guidance. Our Advisor has
a limited operating history under these constraints,conditions, which may hinder our ability to take
advantage of attractive investment opportunities
and to achieve our investment objective.
DowngradesFurther downgrades of the U.S. credit rating,
impending impending
automatic spending cuts or government shutdowns could negatively impact our liquidity, financial condition and earnings.
The U.S. debt ceiling and budget deficit concerns
have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the United States. Although
U.S. lawmakers passed legislation
to raise the federal debt ceiling on multiple occasions, including, most recently, in JuneJuly 2023,2025, ratings
agencies have lowered,lowered andor threatened
to lower the long-term sovereign credit rating on the United States. The legislation suspends the debt ceiling through early 2025 unless
Congress takes legislative action to further extend or defer it.
The impact of the increased debt ceiling and/or
downgrades downgrades
to the U.S. government’s sovereign credit rating or its perceived creditworthiness as well as potential government shutdowns
and uncertainty surrounding transfers of power could adversely affect the U.S. and global financial
markets and economic conditions. Absent
further quantitative easing by the U.S. Federal Reserve, these developments could cause interest
rates and borrowing costs to rise, which
may negatively impact our ability to access the debt markets on favorable terms. In addition,
disagreement over the federal budget has
caused the U.S. federal government to shut down for periods of time. Continued adverse political
and economic conditions could have a
material adverse effect on our business, financial condition and results of operations.
We do not have any internal management capacity
or or
employees. We depend upon Kayne Anderson’s key personnel for our future success and upon their access to certain individuals
and and
investment opportunities to execute on our investment objective. In particular, we depend on the diligence, skill and network of business
contacts of our portfolio managers, who evaluate, negotiate, structure, close and monitor our investments. These individuals manage a
number of investment vehicles on behalf of Kayne Anderson and, as a result, do not devote all of their time to managing us, which could
negatively impact our performance. Conflicts of interest are expected to arise in allocating management time, services or functions. The
ability to access professionals and resources within Kayne Anderson for our benefit is expected to be limited at times. Furthermore, these
individuals do not have long-term employment contracts with Kayne Anderson, although
they do have equity interests and other financial
incentives to remain with Kayne Anderson. We also depend on the senior management of
Kayne Anderson. The departure of any of our portfolio
managers or the senior management of Kayne Anderson could have a material adverse
effect on our ability to achieve our investment objective.
In addition, we can offer no assurance that our Advisor will remain our investment
advisor or that we will continue to have access to
Kayne Anderson’s industry contacts and deal flow. Furthermore, if the Advisor
fails to maintain such relationships, or to develop
new relationships with other sources of investment opportunities, we will not be able
to grow our investment portfolio. This could have
a material adverse effect on our financial condition, results of operations and cash
flows.
The part of the management and incentive fees payable
to Advisor
that relates to our net investment income is computed and paid on income that may include interest income that has been accrued
but not
yet received in cash, such as market discount, debt instruments with paid-in-kind (“PIK”) interest, preferred stock
with PIK
dividends, zero coupon securities, and other deferred interest instruments and may create an incentive for the Advisor to make investments
investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangements.
This fee structure
may be considered to give rise to a conflict of interest for the Advisor to the extent that it may encourage the Advisor
to favor debt
financings that provide for deferred interest, rather than current cash payments of interest. Under these investments, we
will accrue
the interest over the life of the investment, but we will not receive the cash income from the investment until the end of
the term. Our
net investment income used to calculate the income portion of our investment fee, however, includes accrued interest. The
Advisor may
have an incentive to invest in deferred interest securities in circumstances where it would not have done so but for the opportunity to
to continue to earn the fees even when the issuers of the deferred interest securities would not be able to make actual cash payments to
to us on such securities. This risk could be increased because the Advisor is not obligated to reimburse us for any fees received even if
if we subsequently incur losses or never receive in cash the deferred income that was previously accrued.
Beginning in 2024, competition for the types of investments we make has driven interest rate spreads lower on our investments and has increased pressure from portfolio companies to pay interest in-kind instead of in cash. With respect to the investments we make, we do not seek to compete based primarily on the interest rates we offer, and we believe that some of our competitors may make loans with interest rates that will be lower than the rates we offer. With respect to all investments, we may lose some investment opportunities if we do not match our competitors’ pricing, terms and structure. However, if we match our competitors’ pricing, terms and structure, we may experience decreased net interest income, lower yields and increased risk of credit loss. Although our Advisor allocates opportunities in accordance with its allocation policy, allocations to other accounts managed or sponsored by our Advisor or its affiliates reduce the amount and frequency of opportunities available to us and may not be in the best interests of us and our stockholders.
We expect to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues for us. U.S. federal income tax rules are not entirely clear about issues such as when we may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by us, to the extent necessary, to preserve our status as a RIC and to distribute sufficient income to not become subject to U.S. federal income tax.
We intend to further borrow under credit facilities and/or issue senior unsecured notes and, may issue preferred stock in the future (although we do not anticipate issuing preferred stock in the next 12 months), which we refer to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are currently permitted to issue “senior securities,” including borrowing money from banks or other financial institutions, only in amounts such that our asset coverage, as defined in the 1940 Act, equals at least 150% of gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. As defined in the 1940 Act, a 150% asset coverage means that for every $100 of net assets we hold, we can raise $200 from borrowing and issuing senior securities. If we fail to comply with certain disclosure requirements, our asset coverage ratio under the 1940 Act would be 200%, which would decrease the amount of leverage we are able to incur.
Our 8.65% Series A Notes due June 2027 (the “Series
A Notes”)
and 8.74% Series B Notes due June 2028 (the “Series B Notes”, and collectively with the Series A Notes, the
“Notes”) were issued under a note purchase agreement, dated June 29,
2023. 2023In addition, our floating rate Series C Notes due June 2028 (the “Series C Notes”), 5.80% Series D Notes due June 2028
(the “Series D Notes”) and 6.15% Series E Notes due October 2030 (the “Series E Notes”) were issued under a note
purchase agreement, dated September 9, 2025. Collectively, all of these “Notes” were used under two separate note purchase
agreements (each a “Note Purchase Agreement” or, collectively, the “Note Purchase Agreements”). The
Note Purchase
Agreements Agreement containscontain certain representations and warranties, and various covenants and reporting requirements customary for
agreements of
this type, including, without limitation, information reporting, maintenance of our status as a BDC within the meaning of
the 1940 Act,
and certain restrictions with respect to transactions with affiliates, fundamental changes, changes of line of business
and permitted
liens. In addition, the Note Purchase AgreementAgreements containscontain the following financial covenants, which are measured as of each
fiscal quarter-end:
(a) maintaining a minimum shareholders’ equity and (b) maintaining a minimum asset coverage ratio.
Our continued compliance with the covenants contained
under the Credit Facilities and the Note Purchase AgreementAgreements depends on many factors, some of which are beyond our control, and there
can can
be no assurances that we will continue to comply with such covenants. Our failure to satisfy the respective covenants could result
in in
foreclosure by the lenders under the applicable credit facility or governing instrument or acceleration by the applicable lenders or
noteholders, noteholders,
which would accelerate our repayment obligations under the relevant agreement and thereby have a material adverse effect
on our business,
liquidity, financial condition, results of operations and ability to pay distributions to our stockholders. Because the
Credit Facilities
and the Note Purchase AgreementAgreements have, and any future credit facilities and documents governing the issuance of senior
unsecured notes
will likely have, customary cross-default provisions, if the indebtedness under the Credit Facilities or represented by
the Series A Notes
or thethrough Series BE Notes or under any future credit facility or senior unsecured note, is accelerated, we may be unable
to repay or finance
the amounts due.
Turmoil such as that experienced by the U.S. and global financial markets as a result of the COVID-19 pandemic, and such as that which markets endured during the global financial crisis of 2008, illustrates the risk that the financial markets can experience uncertainty, volatility and instability, potentially for protracted periods of time. Lending and the global credit markets have experienced substantial volatility, disruption, liquidity shortages and to some extent financial instability. Global financial markets have experienced considerable and prolonged declines in the valuations of equity and debt securities and periodic acute contraction in the availability of credit. There can be no assurances that conditions in the global financial markets will not worsen and/or adversely affect one or more of our investments (including with respect to performing under or refinancing their existing obligations), our access to capital or leverage, our ability to effectively deploy our capital or realize investments on favorable terms or our overall performance.
The success of the our activities will be affected by the continued economic volatility as well as general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in applicable laws and regulations (including laws relating to taxation of the our investments), trade barriers, consumer spending patterns, currency exchange controls, continued technology disruption, tax reform or other significant policy changes as well as national and international political, environmental and socioeconomic circumstances (including wars, terrorist acts, security operations or public health considerations). In particular, conditions in the credit markets may have a significant impact on our business.
OurOn May 1, 2025, the Board has authorized us to repurchase
shares of our common stock through an open-market share repurchase program for up to $100 million in the aggregate of shares of our
common stock within one yearDirectors of the
Company closingauthorized ofan the IPO. Pursuantamendment to such authorization and concurrently with the closing of the IPO, we
entered into the Company 10b5-1 Plan to acquireextend the expiration to May 24, 2026. Under the amended and restated plan
(effective May 25, 2025), the Company may repurchase up to $100 million in the aggregate of shares of our Common Stock, in accordance
with the guidelines specified
in Rule 10b-18 and Rule 10b5-1 of the Exchange Act, and will otherwise be subject
to applicable law, including
Regulation M, which may prohibit purchases under certain circumstances. These activities may have the effect
of maintaining the market
price of shares our Common Stock or retarding a decline in the market price of the shares of our Common Stock,
and, as a result, the price
of our shares of Common Stock may be higher than the price that otherwise might exist in the open market.
In an effort to control inflation, the U.S. Federal
Reserve Board (the “Fed”) has sharply raised interest rates in recent years, and they remain near their highest levels in
over twenty years. Other central banks globally have implemented
similar rate increases. A wide variety of factors can cause interest
rates to rise (e.g., central bank monetary policies, inflation rates,
or general economic conditions). Although recently both the Fed
and other central banks globally have begun lowering rates, there is no
certainty that further reductions will occur. There is no assurance
that the actions being taken by the Fed will improve the outlook for
long-term inflation or whether they might result in a recession.
A recession could lead to declined employment, global demand destruction
and/or business failures, which may result in a decline in the
value of our portfolio. In addition, increased interest rates could increase
our cost of borrowing and reduce the return on leverage to
common stockholders.
The loans in our investment portfolio may be prepaid
at any time, generally with little advance notice. Whether a loan is prepaid will depend both on the continued positive performance of
the portfolio company and the existence of favorable financing market conditions that allow such company the ability to replace existing
financing with less expensive capital. Prepayment rates are influenced by changes in interest rates and a variety of economic, geographic
and other factors beyond our control. Therefore, the frequency at which prepayments (including voluntary prepayments by borrowers and
liquidations due to defaults and insolvency) occur in respect of our investments can adversely impact us and prepayment rates cannot be
predicted with certainty, making it impossible to insulate us from prepayment or other such risks. As market conditions change, we do
not know when, and if, prepayment may be possible for each portfolio company. Early prepayments give rise to increased reinvestment risk,
company.including, for example, that when the prevailing level of interest rates falls, we could be unable to reinvest cash in a new investment
with an expected rate of return at least equal to that of the investment prepaid. In some cases, the prepayment of a loan may reduce our
achievable yield if the capital returned cannot be invested in transactions
with equal or greater expected yields, which could have a
material adverse effect on our business, financial condition and results of
operations.
Our investments in the Trading
Companies & Distributors industry face considerable uncertainties including significant regulatory challenges.
Our investments in portfolio companies that operate
in the Trading Companies & Distributors industry represent approximately 15.1% of our total portfolio as of December 31, 2024.
Portfolio companies in the Trading Companies & Distributors industry are subject to many risks, including the negative impact
of regulation, a competitive marketplace, decreased consumer demand and supply-chain disruptions. In recent years, supply-chain disruptions
and global trade policies have had a negative impact on these industries and as Trading Companies & Distributors represent a
significant portion of our investments, such adverse business and/or economic conditions have also impacted our portfolio. Adverse economic,
business, or regulatory developments affecting the Trading Companies & Distributors industry, including trade policies, treaties
and tariffs between the United States and other countries, could have a negative impact on the value of our investments in portfolio
companies operating in this industry, and therefore could negatively impact our business and results of operations.
Prior to the IPO, there was
no public market for our shares of common stock, and weWe cannot assure you that a market for our
shares of common stock will develop or
continue, or that the market price of our shares of common stock will not decline at some point following the IPO.decline. Our share of common stock
stock price may be volatile and may fluctuate substantially.
Our shares of common stock are listed
on the New York
Stock Exchange under the symbol “KBDC.” We cannot assure you that a trading market will develop for our
shares of common stock or, if one develops, that the trading market can be sustained. In addition, we cannot
predict the prices at which
our shares of common stock will trade. Shares of companies offered in an initial public offering often trade
at a discount to the initial
offering price due to underwriting discounts and commissions and related offering expenses. Also, shares
of closed-end investment companies,
including BDCs, frequently trade at a discount from their net asset value and our shares may also
be discounted in the market. This characteristic
of closed-end investment companies is separate and distinct from the risk that our net
asset value per share may decline. We cannot predict
whether our shares of common stock will trade at, above or below net asset value. The risk of loss associated with this characteristic
of closed-end management investment companies may be greater for investors expecting to sell shares of common stock purchased in this
offering soon after the IPO. In addition, if our shares of common stock trade below its net asset value per share, we will generally not
be able to sell additional
shares of common stock to the public at its market price without first obtaining the approval of a majority
of our stockholders (including
a majority of our unaffiliated stockholders) and our independent directors for such issuance.
Upon completion of the IPO, we had
71,116,459 shares of common stock outstanding. The shares of common stock sold in the IPO are freely tradable without restriction or limitation
under the Securities Act.
Any shares purchased in the IPO
or owned by our affiliates, as defined in the Securities Act, are subject to the public information, manner of sale and volume limitations
of Rule 144 under the Securities Act. The remaining shares of common stock outstanding upon the completion of the IPO are “restricted
securities” under the meaning of Rule 144 promulgated under the Securities Act and may only be sold if such sale is registered
under the Securities Act or exempt from registration, including the exemption under Rule 144.
In addition, shares owned by certain
of our stockholders are subject to lock-up restrictions.
Following the IPO and the expiration
of applicable lock-up periods, subject to applicable securities laws, salesSales of substantial amounts of our shares of
common stock, or the
perception that such sales could occur, could adversely affect the prevailing market prices for our shares of common
stock. If this occurs,
it could impair our ability to raise additional capital through the sale of equity securities should we desire
to do so. We cannot predict
what effect, if any, future sales of securities, or the availability of securities for future sales, will
have on the market price of
our shares of common stock prevailing from time to time.
We cannot assure you that a public
trading market
can be sustained. Shares of companies offered in an initial public offering often trade at a discount to the initial offering
price due to underwriting discounts and related offering expenses. Also, shares of closed-end investment companies and BDCs frequently
trade at a discount from their NAV. This characteristic
of closed-end investment companies is separate and distinct from the risk
that our NAV per share may decline. We cannot predict whether
our shares of common stock will trade at, above or below NAV.
We may be subject to risks that arise from newly
enacted federal tax legislation and ourOur stockholders may receive our shares
of Common Stock as dividends, which could result in adverse
tax consequences to them.
The Inflation Reduction Act of 2022, among other things,
introduced a 15% book minimum tax on larger corporations, a 1% excise tax on stock buybacks and increased investment in the Internal Revenue
Service (the “IRS”) to aid in the enforcement of tax laws. The impact of such legislation, as well as federal tax legislation
proposed but not yet enacted, on us, our stockholders and entities in which we may invest is uncertain. Prospective investors are urged
to consult their tax advisors regarding the effects of the new legislation on an investment in us.
For example, ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East, have caused and could continue to cause significant market disruptions and volatility within the markets in Russia, Europe, the Middle East and the United States. In addition, the current political climate has intensified concerns about trade tariffs and a potential trade war between the United States and certain foreign countries, including China, Mexico and Canada, among others. These consequences may trigger a significant reduction in international trade, shortages or oversupply of certain manufactured goods, substantial price increases or decreases of goods, inflationary pressures, and possible failure of individual companies and/or large segments of the foreign export industry with a potentially negative impact on the value of our investments.
A pandemic or global health crisis can be expected to also pose enhanced operational risks. For example, the employees of our Advisor could become sick or otherwise unable to perform their duties for an extended period and extended public health restrictions and remote working arrangements can be expected to impact employee morale, integration of new employees and preservation of Kayne Anderson’s culture. Remote working environments could also be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts. Moreover, our third-party service providers could be impacted by an inability to perform due to pandemic-related restrictions or by failures of, or attacks on, their technology platforms.
Management's Discussion & Analysis (MD&A)
Removed heading “IPO and Capital Contributions”
Largest changes
“On February 13, 2025, we and KABDCF entered into an amendment of our Revolving Funding Facility (as defined below). Under the terms of the amendment, the lenders increased their commitments from $600 million to $675 million and decreased the interest rate on borrowings outstanding from daily SOFR plus 2.375% - 2.50%, depending upon the mix of loans, to daily SOFR plus 2.15%. Additionally, the maturity date of the facility was extended to February 13, 2030. All other terms of the Revolving Funding Facility remain substantially the same.”see in full comparison
“On February 5, 2025, we and KABDCF II entered into an amendment of our Revolving Funding Facility II (as defined below). Under the terms of the amendment, the lender increased its commitment from $150 million to $250 million and decreased the interest rate on borrowings outstanding from 3-month term SOFR plus 2.70% to 3-month term SOFR plus 2.25%. Additionally, the maturity date of the facility was extended one year to December 22, 2029. All other terms of the Revolving Funding Facility II remain substantially the same.”see in full comparison
“In connection with the Series D and Series E Notes, we entered into interest rate swaps to more closely align the interest rates of our liabilities with our investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the Series D Notes, we receive a fixed interest rate of 5.80% per annum and pay a floating interest rate of SOFR plus 2.37% per annum on the $60 million of the Series D Notes. …”see in full comparison
We finance our investments with leverage in the form of borrowings under credit facilities and issuances of senior unsecured notes. We also intend to further borrow under credit facilities and/or issue senior unsecured notes in the future in order to finance our investments. In accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%. As defined in the 1940 Act, a 150% asset coverage means that for every $100 of net assets we hold, we can raise $200 from borrowing and issuing senior securities. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. As of December 31,see in full comparison20242025 and December 31,2023,2024, our asset coverage ratios were238%198% and198%,238%, respectively. We currently intend to target asset coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on market conditions.
“On February 20, 2026, we and our wholly owned special purposes financing subsidiary, Kayne Anderson BDC Financing, LLC (“KABDCF”), amended the Revolving Funding Facility. Under the terms of the amendment, we extended the final maturity date to February 20, 2031 and reduced the interest rate on borrowings from daily SOFR plus 2.15% to daily SOFR plus 1.95% per annum.”see in full comparison
Full comparison: every changed paragraph (36)
Kayne Anderson BDC, Inc. is a Delaware corporation that commenced operations on February 5, 2021. Following our initial public offering (“IPO”), our common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KBDC” on May 22, 2024. We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a BDC under the 1940 Act, as amended. In addition, for U.S. federal income tax purposes, we intend to qualify, annually, as a RIC under Subchapter M of the Code.
On May 24, 2024, we completed our initial public
offering (“IPO”), issuing 6,000,000 shares of our common stock at a public offering price of $16.63 per share. Net
of underwriting fees and offering expenses, we received net cash proceeds, before offering expenses, of $92.4 million. The Company’s
common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “KBDC” on May 22, 2024.
We intend to achieve our investment objective
by investing primarily in first lien senior secured loans, with a secondary focus on unitranche and split-lien loans to middle market
companies. Under normal market conditions, we expect at least 90% of our portfolio (including investments purchased with proceeds from
borrowings under credit facilities and issuances of senior unsecured notes) to be invested in first lien senior secured, unitranche and
split-lien loans. Our investment decisions are made on a case-by-case basis. We expect the remainder of our portfolio to be invested in
second-lien loans, subordinated debt or equity securities
(including those purchased in conjunction with other credit investments). We
expect that a majority of these debt investments will be
made in core middle market companies and will generally have stated maturities
of three to six years. We expect that the loans in which
we principally invest will be to companies that are located in the United States.
We determine the location of a company as being
in the United States by (i) such company being organized under the laws
of one of the states in the United States; or (ii) during
its most recent fiscal year, such company derived at least 50%
of its revenues or profits from goods produced or sold, investments
made, or services performed in the United States or has at least
50% of its assets in the United States.
On January 15,16, 2025,2026, we paid a regular dividend
of $0.40 per share to each common stockholder of record as of December 31, 2024.2025. The total dividend was $28.4$27.2 million and, of this amount,
$3.9$0.2 million was DRIP.DRIP which was fulfilled through open market purchases of common stock.
On February 5, 2025, we and KABDCF II entered
into an amendment of our Revolving Funding Facility II (as defined below). Under the terms of the amendment, the lender increased its
commitment from $150 million to $250 million and decreased the interest rate on borrowings outstanding from 3-month term SOFR plus 2.70%
to 3-month term SOFR plus 2.25%. Additionally, the maturity date of the facility was extended one year to December 22, 2029. All other
terms of the Revolving Funding Facility II remain substantially the same.
On February 13, 2025, we and KABDCF entered into
an amendment of our Revolving Funding Facility (as defined below). Under the terms of the amendment, the lenders increased their commitments
from $600 million to $675 million and decreased the interest rate on borrowings outstanding from daily SOFR plus 2.375% - 2.50%, depending
upon the mix of loans, to daily SOFR plus 2.15%. Additionally, the maturity date of the facility was extended to February 13, 2030. All
other terms of the Revolving Funding Facility remain substantially the same.
On February 14, 2025, we reduced the size of our
Corporate Credit Facility from $475 million to $400 million. This commitment reduction was done in conjunction with the $75 million increase
to our Revolving Funding Facility from $600 million to $675 million.
On February 20, 2026, we and our wholly owned special purposes financing subsidiary, Kayne Anderson BDC Financing, LLC (“KABDCF”), amended the Revolving Funding Facility. Under the terms of the amendment, we extended the final maturity date to February 20, 2031 and reduced the interest rate on borrowings from daily SOFR plus 2.15% to daily SOFR plus 1.95% per annum.
From January 1, 2026 to February 20, 2026, our agent repurchased 1,020,586 shares of common stock at an average price of $14.25 per share for a total amount of $14.5 million. As of February 20, 2026, $45.4 million remains for repurchase under our stock repurchase plan.
As of December 31, 2024,2025, we had investments in
110107 portfolio companies with an aggregate fair value of approximately $1,995$2,198 million, and unfunded commitments to these portfolio companies
of $186$287 million, and our portfolio consisted of 98.0%93.2% first lien senior secured loans, 0.9%4.9% subordinated debt and 1.1%1.9% equity investments.
As of December 31, 2025, the weighted average remaining term of our debt investments was 3.1 years based on principal amount.
As of December 31, 2024,2025, we held investments in
in broadly syndicated loans in 215 portfolio companies with an aggregate principal amount of $253$47 million. Our investments in broadly syndicated
syndicated loans were made in anticipation of the receipt of proceeds from our final capital call and our IPO which closed during the
second quarter
of 2024. Prior to these investments, we had not held broadly syndicated loans since 2022. Consistent with our strategy
at that time, weWe expect to rotate out of these investments over coming quarters to invest in private middle market loans consistent with our
our principal strategy. We have presented certain portfolio-related information below for our private middle market loans and broadly syndicated
syndicated loans separately and on a combined basis for ease of reference.
As of December 31, 2024,2025, our portfolio was invested
across 3026 different
industries (Global Industry Classification “GICS”, Level 3 – Industry). The largest industries in
our portfolio as of
December 31, 20242025 were Trading Companies & Distributors, Commercial Services & Supplies, Food Products and Health Care Providers
& Services,Services and
Food Products, which represented, as a percentage of our portfolio of long-term investments, 15.1%,11.9%, 11.7%,11.9%, 10.0%10.8% and 8.4%,10.5%, respectively,
based on fair value. We are generalist investors and the mix of industries represented by our portfolio companies will vary over time.
As of December 31, 2024,2025, we had threefive debt investments
on non-accrual
status, which represented 1.3%1.4% and 1.6%2.6% of total debt investments at fair value and cost, respectively.
Investment income for the years ended December
31, 20242025 and 20232024 totaled $213.1$235.8 million and $161.0$213.1 million, respectively, and consisted primarily of interest income on our debt investments.
For the years ended December 31, 20242025 and 2023,2024, we had $2.7$9.1 million and $1.7$2.7 million, respectively, of PIK interest included in interest
income. As of December 31, 2024,2025, we had threefive debt investments on non-accrual status. As of December 31, 2023,2024, we had onethree debt investment
on non-accrual status.
During the years ended December 31, 2025 and 2024, we had realized losses of $0.1 million and realized gains of $0.5 million, respectively, on our investments.
During the year ended December 31, 2024, we had
realized gains of $0.5 million on our investments. In November 2023, we completed a restructure
of our investment in Arborworks Acquisition LLC whereby the existing term loan and revolver were restructured to a new term loan and preferred
and common equity. The Company recognized a $10.7 million realized loss due to the debt restructure.
For the years ended December 31, 2025 and 2024, we had a deferred income tax expense of $1.6 million and $0.7 million, respectively, related to our net unrealized gain on our investments in KABDC Corp, LLC, a wholly owned subsidiary, that has elected to be treated as a corporation for U.S. tax purposes. In addition, as of December 31, 2025 and 2024, our net deferred tax liability of $2.3 million and $0.7 million, respectively, is included in accrued expenses and other liabilities of our Consolidated Statement of Assets and Liabilities.
For thesethe years ended December 31, 20242025 and 2023,
2024, the top five largest
contributors to the change in unrealized gains and change in unrealized losses on investments are presented in the
following tables.
We finance our investments with leverage in the
form of borrowings under credit facilities and issuances of senior unsecured notes. We also intend to further borrow under credit facilities
and/or issue senior unsecured notes in the future in order to finance our investments. In accordance with the 1940 Act, we are required
to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities
(and any preferred stock that we may issue in the future) of at least 150%. As defined in the 1940 Act, a 150% asset coverage means that
for every $100 of net assets we hold, we can raise $200 from borrowing and issuing senior securities. If this ratio declines below 150%,
we cannot incur additional
leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous
to do so. As of
December 31, 20242025 and December 31, 2023,2024, our asset coverage ratios were 238%198% and 198%,238%, respectively. We currently intend
to target asset
coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter
this target based
on market conditions.
As of December 31, 2024,2025, we had $75$275 million Notes
outstanding, $783 $855
million borrowed under our credit facilities and cash and cash equivalents of $71.1$43.4 million (including short-terminvestments in money market funds,
but excluding deposits for investments).
As of that date, we had $442$545 million of undrawn commitments available on our credit facilities
(subject to borrowing base restrictions
and other conditions). As of February 21,20, 2025,2026, we had $75$275 million Notes outstanding, $882.5 $851.5
million borrowed under our credit facilities
and cash and cash equivalents of $12.3$13.3 million (including short-terminvestments investmentsin money market funds).
IPO and Capital Contributions
On May 24, 2024, we completed our IPO, issuing 6,000,000 shares
of our common stock at a public offering price of $16.63 per share. Net of underwriting fees and offering expenses, we received net cash
proceeds, of $92.4 million. The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the
ticker symbol “KBDC” on May 22, 2024.
On April 2, 2024, we issued 16,232,415 shares
of our common stock related to capital called at an aggregate purchase price of $269.9 million. Following the final close on April 2,
2024, we had called all of our capital relating to our $1,046.9 million in existing subscription agreements that we had entered into with
investors through a private offering, and we do not have any remaining undrawn capital commitments.
As of December 31, 2024,2025, we have $75$275 million
of of
senior unsecured notes outstanding, with $25 million of 8.65% Series A Notes due June 2027 (the “Series A Notes”) and, $50
million of 8.74% Series B Notes due June 2028 (the “Series B Notes”, and$40 collectivelymillion of floating rate Series C Notes with an interest
rate of SOFR plus 2.32% per annum due June 2028 (the “Series C Notes”), $60 million of 5.80% Series AD Notes,Notes due June 2028
(the “Series D Notes”) and $100 million of 6.15% Series E Notes due October 2030 (the “Series E Notes”). We refer
to all of these series of senior unsecured notes as, collectively, the “Notes”).
In connection with the Series D and Series E Notes, we entered into interest rate swaps to more closely align the interest rates of our liabilities with our investment portfolio, which consists of predominantly floating rate loans. Under the interest rate swap agreement related to the Series D Notes, we receive a fixed interest rate of 5.80% per annum and pay a floating interest rate of SOFR plus 2.37% per annum on the $60 million of the Series D Notes. Under the interest rate swap agreement related to the Series E Notes, we receive a fixed interest rate of 6.15% per annum and pay a floating interest rate of SOFR plus 2.6565% per annum on the $100 million of the Series E Notes. We designated each interest rate swap as the hedging instrument in a qualifying hedge accounting relationship.
Corporate Credit Facility: We are party
to a senior secured revolving credit facility (the “Corporate Credit Facility”), that has a total commitment of $400$475 millionmillion.
with a maturity date of November 22, 2029. The facility’s commitment termination date and the final maturity date are November 22,
2028 and November 22, 2029, respectively.
The Corporate Credit Facility also providedprovides for a feature that allows us, under certain circumstances,
to increase the overall size of
the Corporate Credit Facility to a maximum of $600 million. The interest rate on the Corporate Credit
Facility is equal to Term SOFR (a
forward-looking rate based on SOFR futures) plus an applicable spread of 2.10% per annum or an “alternate
base rate” (as defined
in the agreements governing the Corporate Credit Facility) plus an applicable spread of 1.00%. We are also
required to pay a commitment
fee of 0.375% per annum on any unused portion of the Corporate Credit Facility.
Revolving Funding Facility: We and our
wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing, LLC (“KABDCF”), are party to a senior secured
revolving funding facility (the “Revolving Funding Facility”). We and KABDCF have a commitment of $675 million. The Revolving
Funding Facility is secured by all of the assets held by,by KABDCF, and we have agreed that it will not grant or allow a lien on the membership
interest in,of KABDCF. The end of the reinvestment period is
April 2,February 202720, 2029, and the maturity date is February 13,20, 2030.2031. The interest
rate on the Revolving Funding Facility is daily SOFR plus 2.15%
1.95% per annum. KABDCF is also required to pay a commitment fee of between
0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility.
KABDCF is also required to pay a commitment fee
of between 0.50% and 1.50% per annum depending on the size of the unused portion of the Revolving Funding Facility.
Revolving Funding Facility II: We and our
wholly owned, special purpose financing subsidiary, Kayne Anderson BDC Financing II, LLC (“KABDCF II”), are party to a senior
secured revolving credit facility (the “Revolving Funding Facility II”). The Revolving Funding Facility II has an initial
commitment of $250 million which, under certain circumstances, can be increased up to $500 million. The Revolving Funding Facility II
is secured by all of the assets held by KABDCF IIII, and we have agreed that it will not grant or allow a lien on the membership interest
of KABDCF II. The end of the reinvestment period and the stated maturity date for the Revolving Funding Facility II are December 22, 2026,2027,
and December 22, 2029, respectively. The interest rate on the Revolving Funding Facility II is equal to 3-month term SOFR plus 2.25% per
annum. KABDCF II is also required to pay a commitment fee of 0.75%.0.55%.
As of December 31, 20242025 and 2023,December 31, 2024,
we had an aggregate
$186.3 $287.5 million and $147.9$186.3 million, respectively, of unfunded commitments, including $171.1 million and $126.7 million,
respectively, of unfunded commitments on revolvers, to provide debt financing to our portfolio companies. Such commitments
are generally
subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of
credit risk in
excess of the amount recognized in our financial statements. Other than contractual commitments and other legal contingencies incurred
incurred in the normal course of our business, we do not have any other off-balance sheet financings or liabilities.
Investment Advisory Agreement. On February 5,
2021, we entered into thean Investment Advisory Agreement with our Advisor. In addition, onOn March 6, 2024, the Board approved an amended
and restated
investment advisory agreement (the “Amended Investment Advisory Agreement”) and a fee waiver agreement (the “Fee
Waiver Agreement”) between the Company and the Advisor, which became
effective upon the completion of the initial public offering
of shares of common stock on May 24, 2024 (the “IPO Date”).
On February 19,12, 2025,2026, the Board approved an additional one-year
term of the Amended Investment Advisory Agreement fromthrough March 15, 2025 to March 15, 2026.2027.
For
services rendered under the Amended Investment
Advisory Agreement, we pay a base management fee quarterly in arrears to our Advisor based on
the of the fair market value of our investments
including, in each case, assets purchased with borrowingsborrowed underfunds ouror creditother facilities
and issuancesforms of senior unsecured notes,leverage, but excluding cash, U.S. government securities
and commercial paper instruments maturing within
one year of purchase. We also pay an incentive fee on income and an incentive fee on
capital gains to our Advisor.
TheUnder the Amended Investment Advisory Agreement is materiallyAgreement,
the same as the Investment Advisory Agreement except, following the IPO Date, the base management fee is calculated at an annual rate
of 1.00% and the incentive fee on income is subject
to a twelve-quarter lookback quarterly hurdle rate of 1.50% as opposed to
a single quarter measurement and is subject to an Incentive
Fee Cap based on our Cumulative Pre-Incentive Fee Net Return. This lookback
feature provides that the Advisor’s income incentive
fee may be reduced if our portfolio experiences aggregate write-downs or
net capital losses during the applicable Trailing Twelve
Quarters. Pursuant to the Fee Waiver Agreement, commencing on the IPO Date, the
Advisor implemented waivers of (i) the income incentive fee for three calendar quarters commencing the quarter the initial public
offering was completed and (ii) a portion of the base management fee for one year following the completion of the initial public
offering. Amounts waived by the Advisor pursuant to the Fee Waiver Agreement are not subject to recoupment by the Advisor.
Administration Agreement. On February
5, 5,
2021, we entered into the Administration Agreement with our Advisor, which serves as our Administrator and provides or oversees the
performance performance
of its required administrative services and professional services rendered by others, which include (but are not limited
to), accounting,
payment of our expenses, legal, compliance, operations, technology and investor relations, preparation and filing of its
our tax returns,
and preparation of financial reports provided to its stockholders and filed with the SEC. On February 19,12, 2025,2026, the
Board approved an
additional one-year term of the Administration Agreement through March 15, 2026.2027.
We reimburse the Administrator for its costs and
expenses incurred in performing its obligations under the Administration Agreement, which may include its allocable portion of office
facilities, overhead, and compensation paid to or compensatory distributions received by its officers (including our Chief Compliance
Officer and Chief Financial Officer) and its respective staff who provide services to the Company. As the Company reimburses the Administrator
for its expenses, such costs (including the costs of sub-administrators) will beare ultimately borne by common stockholders. The Administrator
does not receive compensation from us other than reimbursement of its expenses. The Administration Agreement may be terminated by either
party with 60 days’ written notice.
Non-Controlled, Affiliated Investment.
We hold Trademark Global LLC and TG Parent Newco LLC (Trademark Global LLC) and SGCP Partners, Inc. (SG Credit), bothwhich are non-controlled, affiliated investments,
as defined in
the 1940 Act. See “Item 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related
Party Transactions”
for further details.
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors described below and in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely 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)
Largest changes
“As of June 30, 2026, our portfolio companies’ weighted average leverage ratios and weighted average interest coverage ratios (the calculations of which are based on the most recent quarter end or latest available information from the portfolio companies) were 4.5x and 2.4x, respectively, based on fair value1,2 As of June 30, 2026, the percentage of our debt investments including at least one financial maintenance covenant was 100.0% based on fair value1,2 1.”see in full comparison
“private middle market loans were 4.4x and 2.4x, respectively, based on fair value1,2 broadly syndicated loans were 2.5x and 3.5x, respectively, based on fair value; and total investments were 4.4x and 2.4x, respectively, based on fair value1,2 As of March 31, 2026, the percentage of our debt investments including at least one financial maintenance covenant was as follows:”see in full comparison
During the three and six months endedsee in full comparisonMarchJune31,30, 2026, we had realized losses of$2.3$12.2 million and realized losses of $14.5 million, respectively, on our investments. In February 2026, we completed a restructure of our debt investment in Regiment Security Partners LLC whereby our existing first lien senior secured debt was exchanged for new debt that included a tranche of last out first lien senior secured debt, and we recognized a $2.0 million realized loss as a result of the debt restructure. Additionally, during thethreefirstmonthsfiscalendedquarterMarch 31,of 2026, we recognized a $0.3 million realized loss due to the rotation out of one of our broadly syndicated loans. During the three months endedMarchJune31,30,2025,2026, wehadrecognized a $9.4 million realizedgains of $0.6 millionloss on ourinvestments.investment in Sundance Holdings Group, LLC for which the liquidation process was completed, and we recognized a $0.9 million loss on our investment in Diverzify Intermediate LLC whereby our existing first lien senior secured debt was exchanged for new debt that included a first lien last out tranche of debt. Finally, during the three months ended June 30, 2026, we recognized a $1.9 million realized loss due to the rotation out of our four remaining broadly syndicated loans.
“As of March 31, 2026, we held investments in broadly syndicated loans in 4 portfolio companies with an aggregate principal amount of $29.8 million. Our investments in broadly syndicated loans were made in anticipation of the receipt of proceeds from our final capital call and our IPO which closed during the second quarter of 2024. We expect to rotate out of these investments over coming quarters to invest in private middle market loans consistent with our principal strategy. …”see in full comparison
Investment income for the three and six months endedsee in full comparisonMarchJune31,30,2026 and 2025,2026, totaled$57.3$55.7 million and$55.2$113.0 million, respectively, and consisted primarily of interest income on our debt investments. For the three and six months endedMarchJune31,30,2026 and 2025,2026, we had$4.3$2.5 million and$0.3$6.8 million, respectively, of PIK interest included in interest income.ForAdditionally, for the three and six months endedMarchJune31,30, 2026, $0.3 million and $0.9 million, respectively, of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees from unscheduled paydowns, and amendment fees that are earned at closing) was included in interest income. For the six months ended June 30, 2026, $2.2million,million of the$4.3$6.8 million, relates to PIK interest income recognized on our debt investments in Arborworks Acquisition, LLC following our change from non-accrual to accrual status for thisinvestment.investment in the first fiscal quarter of 2026.
“On June 29, 2026, Albert (Al) Rabil III resigned from our Board of Directors, effective immediately. Mr. Rabil was an "interested director" of the Company under the Investment Company Act of 1940, as amended, because of his employment relationship with Kayne Anderson. At the time of his resignation, Mr. Rabil did not serve on any committees of the Board. Mr. Rabil confirmed that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.”see in full comparison
Full comparison: every changed paragraph (48)
Our investment activities are managed by KA Credit Advisors, LLC (the “Advisor”), an indirect controlled subsidiary of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”), and the Advisor operates within Kayne Anderson’s middle market private credit platform (“KAPC” or “Kayne Anderson Private Credit”). The Advisor is an investment advisor registered with the United States Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended.amended (the "Advisers Act"). In accordance with the Investment Advisers Act of 1940, as amended,Act, our Advisor is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring investments, and monitoring our investments and portfolio companies on an ongoing basis. The Advisor benefits from the scale and resources of Kayne Anderson and specifically KAPC.
The Advisor executes on our investment objective by (1) accessing the established loan sourcing channels developed by KAPC, which includes an extensive network of private equity firms, other middle market lenders, financial advisors, intermediaries and management teams, (2) selecting investments within our middle market company focus, (3) implementing KAPC’s underwriting process and (4) drawing upon its experience and resources and the broader Kayne Anderson network. KAPC was established in 2011 and manages (directly and through affiliates) assets under management (“AUM”) of approximately $7.3$7.6 billion related to middle market private credit as of MarchJune 31,30, 2026.
On June 29, 2026, Albert (Al) Rabil III resigned from our Board of Directors, effective immediately. Mr. Rabil was an "interested director" of the Company under the Investment Company Act of 1940, as amended, because of his employment relationship with Kayne Anderson. At the time of his resignation, Mr. Rabil did not serve on any committees of the Board. Mr. Rabil confirmed that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
On AprilJuly 16, 2026, we paid a regular dividend of $0.40 per share to each common stockholder of record as of MarchJune 31,30, 2026. The total dividend was $26.6$26.5 million, and, of this amount, $0.4$0.6 million was DRIP which was fulfilled through open market purchases of common stock.
On MayAugust 5, 2026, our Board of Directors declared a regular dividend to common stockholders in the amount of $0.40 per share. The regular dividend of $0.40 per share will be paid on JulyOctober 16, 2026 to stockholders of record as of the close of business on JuneSeptember 30, 2026, payable in cash or shares of our common stock pursuant to our Dividend Reinvestment Plan, as amended.
On May 5, 2026, our Board of Directors authorized an extension of our existing share repurchase program to extend the expiration to May 24, 2027. Under the terms of the program, which are substantially the same as our then existing share repurchase program, we may repurchase up to $100 million of our outstanding common stock in the open market at a price per share that meets certain thresholds below its net asset value per share.
From AprilJuly 1, 2026 to MayAugust 5, 2026, our agent repurchased 131,921178,752 shares of common stock at an average price of $14.29$13.67 per share for a total amount of $1.9$2.4 million. As of MayAugust 5, 2026, $36.7$95.8 million remains for repurchase under our current 10b5-1 Plan.
As of MarchJune 31,30, 2026, we had investments in 105104 portfolio companies with an aggregate fair value of approximately $2,194$2,267 million, and unfunded commitments to these portfolio companies of $289$293 million, and our portfolio consisted of 92.6%92.8% first lien senior secured loans, 5.5%5.3% subordinated debt and 1.9% equity investments. As of MarchJune 31,30, 2026, the weighted average remaining term of our debt investments was 3.12.9 years based on principal amount.
As of March 31, 2026, we held investments in broadly syndicated loans in 4 portfolio companies with an aggregate principal amount of $29.8 million. Our investments in broadly syndicated loans were made in anticipation of the receipt of proceeds from our final capital call and our IPO which closed during the second quarter of 2024. We expect to rotate out of these investments over coming quarters to invest in private middle market loans consistent with our principal strategy. We have presented certain portfolio-related information below for our private middle market loans and broadly syndicated loans separately and on a combined basis for ease of reference.
As of MarchJune 31,30, 2026, 95.1%95.3% of our debt investments, based on principal amount, had floating interest rates. Our weighted average yields for debt investments were as follows:
As of MarchJune 31,30, 2026, our portfolio was invested across 26 different industries (Global Industry Classification “GICS”, Level 3 – Industry). The largest industries in our portfolio as of MarchJune 31,30, 2026 were Commercial Services & Supplies, Health Care Providers & Services, Commercial Services & Supplies, Distributors and Food Products, which represented, as a percentage of our portfolio of long-term investments, 12.4%,13.2%, 11.1%,11.7%, 11.1%10.4% and 10.4%,9.9%, respectively, based on fair value. We are generalist investors and the mix of industries represented by our portfolio companies will vary over time.
As of MarchJune 31,30, 2026, our average position size based on total investment commitments (at the portfolio company level) was $24.2$25.2 million.
As of June 30, 2026, the weighted average and median last twelve months (“LTM”) EBITDA of our portfolio companies were $53.7 million and $35.4 million, respectively, based on fair value1,2 As of June 30, 2026, the weighted average loan-to-enterprise-value (“LTEV”) of our debt investments at the time of our initial investment was 42.7%, based on par1,2.. LTEV represents the total par value of our debt investment relative to our estimate of the enterprise value of the underlying borrower.
As of March 31, 2026, the weighted average and median last twelve months (“LTM”) EBITDA of our portfolio companies were as follows:
private middle market loans were $52.6 million and $37.2 million, respectively, based on fair value1,2 broadly syndicated loans were $2,128.5 million and $1,650.1 million, respectively, based on fair value; and total investments were $83.3 million and $39.0 million, respectively, based on fair value1,2 As of March 31, 2026, the weighted average loan-to-enterprise-value (“LTEV”) of our debt investments at the time of our initial investment was as follows:
private middle market loans was 43.1%, based on par1,2 broadly syndicated loans was 38.1%, based on par total investments was 43.0%, based on par1,2 and LTEV represents the total par value of our debt investment relative to our estimate of the enterprise value of the underlying borrower As of March 31, 2026, we had debt investments on non-accrual status, which represented 2.5% and 4.1% of total debt investments at fair value and cost, respectively.
As of March 31, 2026, our portfolio companies’ weighted average leverage ratios and weighted average interest coverage ratios (the calculations of which are based on the most recent quarter end or latest available information from the portfolio companies) were as follows:
private middle market loans were 4.4x and 2.4x, respectively, based on fair value1,2 broadly syndicated loans were 2.5x and 3.5x, respectively, based on fair value; and total investments were 4.4x and 2.4x, respectively, based on fair value1,2 As of March 31, 2026, the percentage of our debt investments including at least one financial maintenance covenant was as follows:
private middle market loans was 100.0% based on fair value1,2 broadly syndicated loans was 0%, based on fair value; and total investments was 98.5%, based on fair value1,2 1.
ExcludesAs of June 30, 2026, we had debt investments on watchnon-accrual list,status, which representrepresented 6.0%2.7% and 4.5% of thetotal totaldebt investments at fair value ofand debtcost, investments as of March 31, 2026.respectively.
As of June 30, 2026, our portfolio companies’ weighted average leverage ratios and weighted average interest coverage ratios (the calculations of which are based on the most recent quarter end or latest available information from the portfolio companies) were 4.5x and 2.4x, respectively, based on fair value1,2 As of June 30, 2026, the percentage of our debt investments including at least one financial maintenance covenant was 100.0% based on fair value1,2 1.
Excludes investments on watch list, which represent 5.4% of the total fair value of debt investments as of June 30, 2026.
Excludes opportunistic debt investments of BC CS 2, L.P. (Cuisine Solutions, Inc.), SGCP Partners, Inc. (SG Credit), M2S Group Intermediate Holdings, Inc. and Texas Coffee Holdco LLC, which represent 7.9%7.6% of the total fair value of debt investments as of MarchJune 31,30, 2026.
Our investment activity for the three months ended MarchJune 31,30, 2026 and 2025 is presented below (information presented herein is at par value unless otherwise indicated).
Amounts represent the principal amount of investments sold or repaid during the period and do not necessarily equal cash proceeds received.
Based on the rate in effect at MarchJune 31,30, 2026 per our Consolidated Schedule of Investments for new debt commitments entered into during the quarter.
Based on the underlying rate if still held at MarchJune 31,30, 2026. For those investments sold or paid down in full during the quarter, based on the rate in effect at the time of sale or paid down.
In general, we employ a strategy designed to ensure early detection of potential issues at underlying borrowers, including monthly financial reviewsreviews, internal tracking memoranda, weekly “watch list” discussions and other like activities. We have designed a risk rating system to aid in our portfolio management efforts where each investment is rated level 1-9, where Level 1 is the “least risky” and Level 9 is the “most risky.” This risk-rating system is quantitative in nature and aggregates criteria such as LTEV, leverage levels and fixed charge coverage ratios (“FCCR”) (each measured at point-in-time and as relates to levels at the close of the investment).
The table below sets forth our fair value of debt investments and number of portfolio companies, including percentage of each total, that are on watch list as of MarchJune 31,30, 2026 and December 31, 2025. This table excludes equity and broadly syndicated loan investments that represent, in aggregate, 3.2% of total fair value of investments at March 31, 2026.
We use Global Industry Classification Standards (GICS), Level 3 – Industry, for classifying the industry groupings of our portfolio companies. The table below describes long-term investments by industry composition based on fair value as of MarchJune 31,30, 2026 and December 31, 2025.
For the three and six months ended MarchJune 31,30, 2026 and 2025, our total investment income was derived from our portfolio of investments.
The following table represents the operating results for the three and six months ended MarchJune 31,30, 2026 and 2025.
Investment income for the three and six months ended MarchJune 31,30, 2026 and 2025,2026, totaled $57.3$55.7 million and $55.2$113.0 million, respectively, and consisted primarily of interest income on our debt investments. For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had $4.3$2.5 million and $0.3$6.8 million, respectively, of PIK interest included in interest income. ForAdditionally, for the three and six months ended MarchJune 31,30, 2026, $0.3 million and $0.9 million, respectively, of non-recurring interest income (e.g., prepayment premiums and accelerated accretion of upfront loan origination fees from unscheduled paydowns, and amendment fees that are earned at closing) was included in interest income. For the six months ended June 30, 2026, $2.2 million,million of the $4.3$6.8 million, relates to PIK interest income recognized on our debt investments in Arborworks Acquisition, LLC following our change from non-accrual to accrual status for this investment.investment in the first fiscal quarter of 2026.
Investment income for the three and six months ended June 30, 2025 totaled $57.3 million and $112.5 million, respectively, and consisted primarily of interest income on our debt investments. For the three and six months ended June 30, 2025, we had $2.1 million and $2.4 million, respectively, of PIK interest included in interest income. Additionally, for the three and six months ended June 30, 2025, $1.0 million and $1.9 million, respectively, of non-recurring interest income was included in interest income.
Operating expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows:
During the three and six months ended MarchJune 31,30, 2026, we had realized losses of $2.3$12.2 million and realized losses of $14.5 million, respectively, on our investments. In February 2026, we completed a restructure of our debt investment in Regiment Security Partners LLC whereby our existing first lien senior secured debt was exchanged for new debt that included a tranche of last out first lien senior secured debt, and we recognized a $2.0 million realized loss as a result of the debt restructure. Additionally, during the threefirst monthsfiscal endedquarter March 31,of 2026, we recognized a $0.3 million realized loss due to the rotation out of one of our broadly syndicated loans. During the three months ended MarchJune 31,30, 2025,2026, we hadrecognized a $9.4 million realized gains of $0.6 millionloss on our investments.investment in Sundance Holdings Group, LLC for which the liquidation process was completed, and we recognized a $0.9 million loss on our investment in Diverzify Intermediate LLC whereby our existing first lien senior secured debt was exchanged for new debt that included a first lien last out tranche of debt. Finally, during the three months ended June 30, 2026, we recognized a $1.9 million realized loss due to the rotation out of our four remaining broadly syndicated loans.
During the three and six months ended June 30, 2025, we had realized losses of less than $0.1 million and realized gains of 0.6 million, respectively, on our investments.
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and six months ended MarchJune 31,30, 2026 and 2025, net unrealized gains (losses) on our investment portfolio were comprised of the following:
For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, we had a deferred income tax expense of $0.4$0.0 million and $0.6$0.4 million, respectively, related to our net unrealized gain on our investments in KABDC Corp, LLC, a wholly owned subsidiary, that has elected to be treated as a corporation for U.S. tax purposes. For the three and six months ended June 30, 2025, we had a deferred income tax expense of $0.3 million and $0.9 million, respectively, In addition, as of MarchJune 31,30, 2026, our net deferred tax liability of $2.8 million is included in accrued expenses and other liabilities of our Consolidated Statement of Assets and Liabilities.
For the three-month periods ended MarchJune 31,30, 2026 and 2025, the top five largest contributors to the change in unrealized gains and the top five largest contributors to the change in unrealized losses on investments, and the remaining unrealized gains and losses from other portfolio companies, are presented in the following tables.
For the six months ended June 30, 2026 and 2025, the top five largest contributors to the change in unrealized gains and the top five largest contributors to the change in unrealized losses on investments, and the remaining unrealized gains and losses from other portfolio companies, are presented in the following tables.
We finance our investments with leverage in the form of borrowings under credit facilities and issuances of senior unsecured notes. We also intend to further borrow under credit facilities and/or issue senior unsecured notes in the future in order to finance our investments. In accordance with the 1940 Act, we are required to meet a coverage ratio of total assets (less total liabilities other than indebtedness) to total borrowings and other senior securities (and any preferred stock that we may issue in the future) of at least 150%. As defined in the 1940 Act, a 150% asset coverage means that for every $100 of net assets we hold, we can raise $200 from borrowing and issuing senior securities. If this ratio declines below 150%, we cannot incur additional leverage and could be required to sell a portion of our investments to repay some leverage when it is disadvantageous to do so. As of MarchJune 31,30, 2026 and December 31, 2025, our asset coverage ratios were 195%186% and 198%, respectively. We currently intend to target asset coverage of 200% to 180% (which equates to a debt-to-equity ratio of 1.0x to 1.25x) but may alter this target based on market conditions.
As of MarchJune 31,30, 2026, we had $275 million Notes outstanding, $863$963 million borrowed under our credit facilities and cash and cash equivalents of $32.7$39.7 million (including investments in money market funds). As of that date, we had $537$437 million of undrawn commitments available on our credit facilities (subject to borrowing base restrictions and other conditions). As of MayAugust 5, 2026, we had $275 million Notes outstanding, $922$956 million borrowed under our credit facilities and cash and cash equivalents of $17.0$21.7 million (including investments in money market funds).
As of MarchJune 31,30, 2026, we had $275 million of senior unsecured notes outstanding, with $25 million of 8.65% Series A Notes due June 2027 (the “Series A Notes”), $50 million of 8.74% Series B Notes due June 2028 (the “Series B Notes”), $40 million of floating rate Series C Notes with an interest rate of SOFR plus 2.32% per annum due June 2028 (the “Series C Notes”), $60 million of 5.80% Series D Notes due June 2028 (the “Series D Notes”) and $100 million of 6.15% Series E Notes due October 2030 (the “Series E Notes”). We refer to all of these series of senior unsecured notes as, collectively, the “Notes”.
A summary of our significant contractual principal payment obligations related to the repayment of our outstanding indebtedness at MarchJune 31,30, 2026 is as follows:
As of MarchJune 31,30, 2026 and December 31, 2025, we had an aggregate $289.0$293.3 million and $287.5 million, respectively, of unfunded commitments, including $175.0$169.4 million and $171.1 million, respectively, of unfunded commitments on revolvers, to provide debt financing to our portfolio companies. Such commitments are generally subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in our financial statements. Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any other off-balance sheet financings or liabilities.
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies, including those relating to the valuation of our investment portfolio, are described below. The critical accounting policies should be read in conjunction with our risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in this Quarterly Report. See Note 2 to our consolidated financial statements for the threesix months ended MarchJune 31,30, 2026, for more information on our critical accounting policies.
We record interest incomeincome, which includes the accretion of discounts, amortization of premiums and payment-in-kind (“PIK”) interest, on an accrual basis towhen thecollection extentof thatinterest weis expect to collect such amounts.probable. For loans and debt securities with contractual PIK interest, which represents contractual interest accrued and added to the principal balance, we generally will not accrue PIK interest for accounting purposes if thewe portfolio company valuation indicatesdetermine that such PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities as a receivable for accounting purposes if we have reason to doubt our ability to collect such interest. Original Issue Discounts (OIDs), upfront loan origination fees, amendment fees, market discounts or premiums are accreted or amortized using the effective interest method as interest income. WePrepayment recordpremiums, prepaymentaccelerated premiumsaccretion onof loansupfront loan origination fees from unscheduled paydowns, and debtamendment securitiesfees asthat are earned at closing are generally considered non-recurring interest income.
KBDC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (1 insider, 6 trade dates, 766,716 shares, about $10.0M) and open-market sales in 0 filings. Net open-market shares: 766,716 (purchases minus sales); net value about $10.0M.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 |
|---|---|---|---|---|---|
| 2026-09-28 | Robo James L |
Open-market purchase | 146,755 | $13.03 | $1.9M |
| 2026-09-24 | Robo James L |
Open-market purchase | 105,000 | $13.05 | $1.4M |
| 2026-09-23 | Robo James L |
Open-market purchase | 94,120 | $13.08 | $1.2M |
| 2026-09-22 | Robo James L |
Open-market purchase | 20,841 | $13.14 | $273.9K |
| 2026-09-16 | Robo James L |
Open-market purchase | 340,000 | $13.04 | $4.4M |
| 2026-09-14 | Robo James L |
Open-market purchase | 60,000 | $13.02 | $781.2K |
Well-known investors holding KBDC (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 250,829 | $3.4M | 0.0% | Added 73% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 129,630 | $1.8M | 0.0% | Added 67% |
| Millennium Management (Israel Englander) | 2026-06-30 | 104,225 | $1.4M | 0.0% | Added 359% |
| D. E. Shaw & Co. | 2026-06-30 | 10,167 | $137.6K | 0.0% | Reduced 31% |