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  4. [8-K] Kayne Anderson BDC, Inc. Reports Material Event

Kayne Anderson BDC (NYSE: KBDC) launches $150M at-the-market stock offering

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Kayne Anderson BDC, Inc. entered equity distribution agreements allowing it to issue and sell up to $150,000,000 of common stock through several sales agents.

The program permits negotiated and at the market sales on the New York Stock Exchange or through market makers, with sales agents earning commissions of up to 1.5% of the gross sales price.

Shares cannot be sold below the company’s net asset value per share, and the adviser may pay some or all commissions or supplemental amounts so the sale price remains at or above net asset value. The company is not obligated to sell any shares and may suspend the offering at any time, with actual sales depending on market conditions and capital needs.

Positive

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $150,000,000 common stock Aggregate offering price under equity distribution agreements
Sales agent commission up to 1.5% of gross sales price Commission rate on shares sold through sales agents
Par value per share $0.001 per share Common stock par value for registered shares
equity distribution agreements financial
"entered into equity distribution agreements, each dated as of March 31, 2026"
at the market financial
"transactions that are deemed to be “at the market,” as defined in Rule 415"
“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.
shelf registration statement regulatory
"part of the Company’s effective shelf registration statement on Form N-2"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
net asset value per share financial
"will not be less than the net asset value per share of our common stock"
Net asset value per share is the total value of a fund’s assets minus its liabilities, divided by the number of outstanding shares, so it represents what each share would be worth if the fund sold everything and paid its debts. Investors use it like a per-share “break-up” price to compare against the market trading price — if shares trade below NAV per share they may be seen as discounted, above it as a premium.
Inline XBRL technical
"Inline XBRL Taxonomy Extension Schema Document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Offering Type ATM
Understanding 8-K Material Events →
false 0001747172 0001747172 2026-03-31 2026-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2026

 

 

Kayne Anderson BDC, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   814-01363   83-0531326
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

717 Texas Avenue, Suite 2200
 Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

(713) 493-2020 (Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class   Trading
Symbols(s)		   Name of each exchange
on which registered
Common Stock, par value $0.001 per share   KBDC   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 31, 2026, Kayne Anderson BDC, Inc. (the “Company”) entered into equity distribution agreements, each dated as of March 31, 2026 (the “Equity Distribution Agreements”), by and among the Company and KA Credit Advisers, LLC, the Company’s investment adviser (the “Adviser”), and each of Truist Securities, Inc., RBC Capital Markets, LLC, Keefe, Bruyette & Woods, Inc., Regions Securities LLC and UBS Securities LLC (collectively, the “Sales Agents”).

 

The Equity Distribution Agreements provide that the Company may from time to time issue and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $150,000,000 (“Shares”), through the Sales Agents, or to them as principal for their own respective accounts. Any issuance and sale of Shares will be made pursuant to a prospectus supplement dated March 31, 2026 (the “Prospectus Supplement”) as may be supplemented from time to time, and the accompanying prospectus, dated March 31, 2026 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”), which constitute a part of the Company’s effective shelf registration statement on Form N-2 (File No. 333-294788) that was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Registration Statement”). Sales of Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on The New York Stock Exchange or a similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to prevailing market prices or negotiated prices.

 

The Sales Agents will receive a commission from the Company of up to 1.5% of the gross sales price of any Shares sold through such Sales Agent under the Equity Distribution Agreements. The offering price per share of Shares less commissions payable under the Equity Distribution Agreements and discounts, if any, will not be less than the net asset value per share of our common stock at the time of such sale, provided, that the Adviser may, but is not obligated to, from time to time, in its sole discretion, pay some or all of the commissions payable under the Equity Distribution Agreements or make additional supplemental payments to ensure that the sales price per share of any Shares sold in the offering will not be less than the Company’s then-current net asset value per share. Any such payments made by the Adviser will not be subject to reimbursement by the Company.

 

Although the Company has filed the Prospectus Supplement with the SEC, the Company has no obligation to sell any Shares under the Equity Distribution Agreements, and may at any time suspend the offering of Shares under the Equity Distribution Agreements. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Shares and determinations by the Company of its need for, and the appropriate sources of, additional capital.

 

The foregoing description is a summary of the material provisions of the Equity Distribution Agreements and does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Equity Distribution Agreements, filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

A copy of the opinion of Paul Hastings LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		   Description
1.1   Form of Equity Distribution Agreement, by and among the Company and KA Credit Advisers, LLC, the Company’s investment adviser (the “Adviser”), and each of Truist Securities, Inc., RBC Capital Markets, LLC, Keefe, Bruyette & Woods, Inc., Regions Securities LLC and UBS Securities LLC.
     
5.1   Opinion of Paul Hastings LLP with respect to the validity of the shares.
     
23.1   Consent of Paul Hastings LLP (contained in its opinion filed as Exhibit 5.1 and incorporated herein by reference).
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
     
104   Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*).

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  KAYNE ANDERSON BDC, INC.
     
Date: March 31, 2026 By: /s/ Terry A. Hart
    Terry A. Hart
    Chief Financial Officer and Treasurer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What equity distribution program did KBDC establish on March 31, 2026?

Kayne Anderson BDC, Inc. established equity distribution agreements allowing it to issue and sell up to $150,000,000 of common stock. Sales can be made through designated sales agents in negotiated or at-the-market transactions on the New York Stock Exchange or through market makers.

How will sales agents be compensated under KBDC’s 2026 equity distribution agreements?

Sales agents will receive a commission of up to 1.5% of the gross sales price of any common shares they sell. These commissions apply to shares sold through each sales agent under the equity distribution agreements described in the March 31, 2026 arrangement.

What pricing limitation applies to KBDC stock sold under the 2026 program?

The offering price per share, net of commissions and discounts, cannot be less than the company’s net asset value per share at the time of sale. This constraint is intended to prevent issuing common stock below current net asset value levels during the program.

Can KBDC’s adviser pay commissions in the new equity distribution program?

Yes. The adviser may, but is not required to, pay some or all commissions or make supplemental payments. These payments can help ensure the sale price per share is not less than the company’s then-current net asset value per share under the equity distribution agreements.

Is KBDC required to sell all $150,000,000 of stock under the 2026 agreements?

No. The company has no obligation to sell any shares under the equity distribution agreements and may suspend the offering at any time. Actual sales will depend on factors such as market conditions, share trading price, and the company’s capital needs.

What registration statement supports KBDC’s 2026 equity distribution program?

Sales will be made under a prospectus and prospectus supplement forming part of Kayne Anderson BDC, Inc.’s effective shelf registration statement on Form N-2, File No. 333-294788. This registration statement was declared effective by the SEC on March 31, 2026.

Filing Exhibits & Attachments

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