Kayne Anderson BDC, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Until the completion of an Exchange Listing, if any, our outstanding shares of common stock will be offered and sold in private offerings exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D. There is no public market for our shares of common stock currently, nor can we give any assurance that one will develop. Because shares of common stock are being acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our shares of common stock may not be sold, transferred, assigned, pledged or otherwise disposed of unless (i) our consent is granted, and (ii) the shares of common stock are registered under applicable securities laws or specifically exempted from registration (in which case the stockholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the shares of common stock until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the shares of common stock may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the shares of common stock and to execute such other instruments or certifications as are reasonably required by us. Holders Please see “Part III—Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for disclosure regarding the holders. As of February 22, 2024, we had 502 holders of record of our common stock. Distributions The following table reflects the distributions declared and payable for the year ended December 31, 2023 (dollars in thousands, except per share amounts). Dividend Total Date Declared Record Date Payment Date per Share Dividend March 7, 2023 March 31, 2023 April 14, 2023 $ 0.47 $ 16,891 May 10, 2023 June 30, 2023 July 14, 2023 0.53 20,677 August 10, 2023 September 29, 2023 October 13, 2023 0.53 21,999 November 9, 2023 December 29, 2023 January 16, 2024 0.53 22,050 $ 2.06 $ 81,617 Dividend Reinvestment Plan The following table summarizes the amounts received and shares of common stock issued to shareholders pursuant to our dividend reinvestment plan during the year ended December 31, 2023 (dollars in thousands, except per share amounts). DRIP shares DRIP Dividend record date Dividend payment date issued value December 29, 2022 January 13, 2023 57,860 $ 955 March 31, 2023 April 14, 2023 65,733 1,089 June 30, 2023 July 14, 2023 81,527 1,352 September 29, 2023 October 13, 2023 96,731 1,586 301,851 $ 4,982 For the dividend declared on November 9, 2023 with a record date of December 29, 2023 and paid on January 16, 2024, there were 95,791 shares issued with a DRIP value of $1,573. These shares are excluded from the table above, as the DRIP shares were issued after December 31, 2023. All of the dividends declared during the year ended December 31, 2023 were derived from ordinary income, determined on a tax basis. 63 Recent Sales of Unregistered Securities As set forth in the table below (dollars in millions, except per share amounts), during the year ended December 31, 2023, we issued and sold 5,422,524 shares of common stock at an aggregate offering amount of approximately $90.6 million. The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D thereof and previously reported by us on our current reports on Form 8-K. Common stock issue date Offering price per share Common stock shares issued Aggregate offering amount April 4, 2023 $ 16.61 3,010,942 $ 50.0 August 8, 2023 $ 16.82 2,411,582 40.6 Total common stock issued 5,422,524 $ 90.6 ITEM 6. [RESERVED] The selected financial data previously required by Item 301 of Regulation S-K has been omitted in reliance on SEC Release No. 33-10890, Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information.