Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 25, 2024, Golub Capital BDC, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") by and among the Company, GC Advisors LLC, Golub Capital LLC, and SMBC Nikko Securities America, Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, and Truist Securities, Inc., as representatives of the several underwriters named in Exhibit A thereto, in connection with the issuance and sale of an additional $150 million aggregate principal amount of the Company's 6.000% Notes due 2029. The closing of the offering is expected to occur on December 3, 2024, subject to customary closing conditions.

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company and the Adviser. It also provides for customary indemnification by each of the Company, the Adviser, and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The offering was made pursuant to the Company's effective shelf registration statement on Form N-2 (File No. 333-265509) previously filed with the Securities and Exchange Commission (the "SEC"), as supplemented by a preliminary prospectus supplement dated November 25, 2024, a final prospectus supplement dated November 25, 2024, and the pricing term sheet filed with the SEC on November 25, 2024. 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.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed as an exhibit hereto and incorporated by reference herein.