What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-03 compared with 2024-02-29 · 276 added, 48 removed, 27 unchanged (92% of the section changed)

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.

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

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

Our common stock commenced trading on the NYSE under the symbol “KBDC”

on May 22, 2024.

Prior to our IPO, the shares of our common stock were offered and sold in transactions exempt from registration

under the Securities Act.

As such there was no public market for shares of our common stock prior to May 22, 2024.

The following table sets forth, for each fiscal quarter since our common

stock commenced trading on the NYSE, (i) the NAV per share of our common stock as of the applicable period end, (ii) the range

of high and low closing sales prices of our common stock as reported on the NYSE during the applicable period, and (iii) the closing

high and low sales prices as a premium (discount) to NAV during the relevant period.

Closing Sales Price (2)

(Discount) of

Year Ending December 31, 2024

Third Quarter

Second Quarter (from May 22, 2024 through June 30, 2024)

(1) NAV per share is determined as of the last day in the relevant quarter and therefore may not

reflect the NAV per share on the date of the high and low sales prices.

The NAVs shown are based on outstanding shares at the end of

(2) Closing sales price as provided by the NYSE.

(3) Calculated as of the respective high or low closing sales

price divided by the quarter end NAV and subtracting 1.

On February 21, 2025, the reported closing sales price of our common

stock was $17.40 per share.

Please see “Part III—Item 12.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for disclosure regarding the holders.

As of February 21, 2025, we had 504 holders of

record of our common stock, which did not include stockholders for whom shares are held in “nominee” or “street name”.

Distributions

The following table reflects the distributions

declared and payable for the year ended December 31, 2023 (dollars in thousands, except per share amounts).

The following table reflects the distributions declared

and payable for the year ended December 31, 2024 (dollars in thousands, except per share amounts).

Date Declared

7 unchanged sentences

October 15, 2024

December 5, 2024

December 20, 2024

November 6, 2024

2 unchanged sentences

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).

Dividend record date

Dividend payment date

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, 2024 (dollars

in thousands, except per share amounts).

December 29, 2023

6 unchanged sentences

October 15, 2024

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.

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.

December 5, 2024

December 20, 2024

All of the dividends declared during the year ended

December 31, 2024 were derived from ordinary income, determined on a tax basis.

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

As set forth in the table below (dollars in thousands,

except per share amounts), during the year ended December 31, 2024, we issued and sold 23,322,186 shares of common stock at an aggregate

offering amount of approximately $388,634.

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

The Company relied, in part, upon representations from the investors in the subscription agreements that each investor was

an accredited investor as defined in Regulation D under the Securities Act.

Common stock issue date

shares issued

February 14, 2024

April 2, 2024

August 8, 2023

Total common stock issued

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.

Stock Repurchase Plan (dollars in thousands,

except share amounts)

May 21, 2024, the Company entered into a share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100,000 in the aggregate

of the Company’s Common Stock at prices below the Company’s net asset value per share over a specified period, in accordance

with the guidelines specified in Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange

The Company 10b5-1 Plan was approved by the Board of Directors on March 6, 2024.

The Company 10b5-1 Plan requires Morgan

Stanley Corporation as the Company’s agent, to repurchase Common Stock on its behalf when the market price per share is below the

most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by the Company

to any previously announced net asset value per share, including any distributions declared).

Under the Company 10b5-1 Plan, the volume

of purchases would be expected to increase as the price of the Company’s Common Stock declines, subject to volume restrictions.

The timing and amount of any share repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of

the Company’s Common Stock and trading volumes, and no assurance can be given that Common Stock be repurchased in any particular

amount or at all.

The repurchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and

Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit repurchases

under certain circumstances.

The Company 10b5-1 Plan commenced beginning 60 calendar days following the end of the “restricted

period” under Regulation M and will terminate upon the earliest to occur of (i) the close of business on May 24, 2025, (ii) the

end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $100,000 and

(iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

The “restricted period” under Regulation

M ended upon the closing of the Company’s IPO and, therefore, the Common Stock repurchases/purchases described above began on July

During the year ended December 31, 2024, the Company

repurchase 94,613 shares under the Company’s 10b5-1 Plan for a total of $1,525.

Stock Performance Graph

This graph compares the

stockholder return on our common stock from May 22, 2024 (the first date that our common stock began trading on the NYSE) to December

31, 2024 with that of the Standard & Poor’s 500 Stock Index and the Standard & Poor’s BDC Index.

This graph assumes

that on May 22, 2024, $100 was invested in our common stock, the Standard & Poor’s 500 Stock Index and the Standard & Poor’s

The graph also assumes the reinvestment of all cash distributions prior to any tax effect.

The graph and other information

furnished under this Part II Item 5 of this annual report on Form 10-K shall not be deemed to be “soliciting material” or

to be “filed” with the SEC or subject to Regulation 14A or 14C under, or to the liabilities of Section 18 of, the Exchange

The stock price performance included in the below graph is not necessarily indicative of future stock performance.

COMPARISON OF CUMULATIVE

TOTAL RETURN AMONG KAYNE ANDERSON BDC, INC.

S&P 500 INDEX AND S&P

Total Return Performance

Fees and Expenses

The following table is being provided to update,

as of December 31, 2024, certain information in our registration statement on Form N-2 (File No.

333-283316) that was filed on January

The following table is intended to assist you in understanding the costs and expenses that an investor in shares of our common

stock will bear directly or indirectly.

We caution you that some of the percentages indicated in the table below are estimates and may

The expenses shown in the table under “Annual Expenses” assume a debt-to-equity ratio of 1.00x (which equates to asset

coverage of 200%).

The following table should not be considered a representation of our future expenses.

Actual expenses may be greater

or less than shown.

Stockholder Transaction Expenses :

Sales Load (as a percentage of offering price) (1)

Offering expenses (as a percentage of offering price) (2)

Dividend Reinvestment Plan Fees (3)

Total Stockholder Transaction Expenses (as a percentage of offering price)

Annual Expenses (as a percentage of net assets attributable to common stock) (4)

Management Fees (5)

Incentive Fees (6)

Interest Payments and fees paid on Borrowed Funds (7)

Other Expenses (8)

Total Annual Expenses

In the event that the securities

to which any applicable prospectus relates are sold or through underwriters or agents, a corresponding prospectus supplement will

disclose the applicable sales load (underwriting discount and commission).

related prospectus supplement will disclose the estimated amount of offering expenses, the

offering price and the estimated amount of offering expenses borne by us as a percentage

of the offering price.

(3) Participants

in the dividend reinvestment plan may withdraw at any time by giving notice to the DRIP administrator.

There is no brokerage charge for reinvestment of dividends or distributions in common stock.

However, all participants will pay a pro rata share of brokerage commissions incurred by

the DRIP administrator when it makes open market purchases.

If a DRIP participant elects

to have the DRIP Administrator sell its shares in connection with a withdrawal from the DRIP,

the DRIP administrator is authorized to deduct a $15 transaction fee plus a $0.10 per share

brokerage commission from the proceeds.

expenses of the dividend reinvestment plan are included in “other expenses” in the

Our common stockholders will ultimately bear indirectly the DRIP administrator’s

For additional information, see “ Dividend Reinvestment Plan .”

assets employed as the denominator for expense ratio computation is $1,186 million.

Includes management fees paid by Kayne Anderson BDC Financing, LLC (“KABDCF”) and Kayne Anderson BDC Financing II, LLC (“KABDCF II”), respectively.

The base management fee is calculated at an annual rate of 1.00% of the fair market value of our investments including, in each case, assets purchased with borrowings under credit facilities and issuances of senior unsecured notes, but excluding cash, U.S.

government securities and commercial paper instruments maturing within one year of purchase.

Incentive Fee will consist of two components that are independent of each other, with the

result that one component may be payable even if the other is not.

A portion of the Incentive

Fee is based on our income and a portion is based on our capital gains.

The table reflects

each incentive fee calculated at a rate of 15.0%.

payments on borrowed funds represents an estimate of our annualized interest expense based

on borrowings under credit facilities and issuances of senior unsecured notes.

weighted average interest rate outstanding under our credit facilities and senior unsecured

notes was 7.28%.

We intend to further borrow under credit facilities and/or issue senior

unsecured notes in the future in order to finance our investments and may issue preferred

stock, subject to our compliance with applicable requirements under the 1940 Act.

Expenses” includes estimated general and administrative expenses, professional fees

and director fees and is based on amounts estimated for the current fiscal year.

expenses paid by KABDCF and KABCF II, respectively.

The following example demonstrates the projected

dollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our shares of common stock.

In calculating the following expense amounts, we have assumed that our annual operating expenses would remain at the levels set forth

in the table above.

Transaction expenses are excluded from the table below .

In the event that the securities to which any applicable prospectus relates are sold to or through underwriters or agents, a corresponding

prospectus supplement will disclose any transaction expenses.

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return resulting entirely from net realized capital gains (1)

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return resulting entirely from net investment income (2)

no unrealized capital depreciation or realized capital losses and 5% annual return on our

portfolio resulting entirely from net realized capital gains (and therefore subject to the

capital gains incentive fee).

Because our investment strategy involves investments that primarily

generate current income, we believe that a 5% annual return resulting from realized capital

gains is unlikely.

income based incentive fee is subject to a 6.00% hurdle.

Accordingly, no incentive fee would

be payable in this example.

the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less

There is no incentive compensation either on income or on capital

gains under our Investment Advisory Agreement assuming a 5% annual return and therefore it is not included in the example.

If we achieve

sufficient returns on our investments, including through the realization of capital gains, to trigger an incentive compensation of a

material amount, our distributions to our stockholders and our expenses would likely be higher.

In addition, while the example assumes

reinvestment of all dividends and distributions at NAV, under certain circumstances, reinvestment of dividends and other distributions

under our dividend reinvestment plan may occur at a price per share that differs from NAV.

See “Dividend Reinvestment Plan”

for additional information regarding our DRIP.

Senior Securities

Information about the Company’s senior securities is shown

as of the dates indicated in the below table.

The report of our independent registered public accounting firm, PricewaterhouseCoopers

LLP, as of December 31, 2024, is included within “Item 8.

Consolidated Financial Statements and Supplementary Data.”

Class and Period

Securities (1)

($ in millions)

Asset Coverage

($ in millions)

Average Market

Corporate Credit Facility

December 31, 2024

September 30, 2024 (unaudited)

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

September 30, 2023 (unaudited)

June 30, 2023 (unaudited)

December 31, 2022

December 31, 2021

Revolving Funding Facility

December 31, 2024

September 30, 2024 (unaudited)

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

September 30, 2023 (unaudited)

June 30, 2023 (unaudited)

December 31, 2022

December 31, 2021

Revolving Funding Facility II (5)

December 31, 2024

September 30, 2024 (unaudited)

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

September 30, 2023 (unaudited)

June 30, 2023 (unaudited)

December 31, 2022

December 31, 2021

Class and Period

Outstanding (1)

($ in millions)

Asset Coverage

($ in millions)

Average Market

Subscription Credit Agreement (6)

December 31, 2024

September 30, 2024 (unaudited)

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

September 30, 2023 (unaudited)

June 30, 2023 (unaudited)

December 31, 2022

December 31, 2021

Loan and Security Agreement (LSA) (7)

December 31, 2024

September 30, 2024 (unaudited)

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

September 30, 2023 (unaudited)

June 30, 2023 (unaudited)

December 31, 2022

December 31, 2021

December 31, 2024

September 30, 2024 (unaudited)

June 30, 2024 (unaudited)

March 31, 2024 (unaudited)

December 31, 2023

September 30, 2023 (unaudited)

June 30, 2023 (unaudited)

December 31, 2022

December 31, 2021

(1) Total amount of senior securities outstanding at the end of

the period presented.

(2) Asset coverage per unit is the ratio of the carrying value of

our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount

of senior securities representing indebtedness.

Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness

and is calculated on a consolidated basis.

(3) The amount to which such class of senior security would be entitled

upon our involuntary liquidation in preference to any security junior to it.

(4) Not applicable because the senior securities are not registered

for public trading.

(5) The Revolving Funding Facility II was entered into on December 22,

(6) The Subscription Credit Agreement was terminated on April 1,

(7) The Loan and Security Agreement (“LSA”) was terminated

on February 18, 2022.

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity