What changed in this filing

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Item 9A. Controls and Procedures

2025-03-03 compared with 2024-02-29 · 130 added, 121 removed, 33 unchanged (88% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and

Our management, with the participation of

our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as

defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of

the end of the period covered by this Annual Report on Form 10-K.

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer have concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our management

carried out an evaluation, under the supervision and with the participation of our Co-Chief Executive Officers and Chief Financial Officer,

of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act).

Based on that evaluation, our Co-Chief Executive Officers and Chief Financial Officer have concluded that our

disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.

In designing and evaluating

our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the

benefits of possible controls and procedures relative to their costs.

Report of Management on Internal Control

Over Financial Reporting

This annual report does not include an annual

report of management’s assessment regarding internal control over financial reporting or attestation report of our registered public

accounting firm due to a transition period established by the rules of the Securities and Exchange Commission for newly public companies.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting

that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the

Exchange Act).

Under the supervision and with the participation of management, including the Co-Chief Executive Officers and Chief Financial

Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria established

in “Internal Control—Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on the evaluation, management

concluded that the Company's internal control over financial reporting was effective as of December 31, 2024.

The Company's independent

registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company's internal control over financial

reporting as of December 31, 2024, as stated in their report which appears herein.

Attestation Report of the Registered Public

Accounting Firm

Our independent registered public accounting

firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial

reporting as of December 31, 2024, as stated in their report which is included herein.

Changes in Internal Control over Financial

There have been no changes

in our internal control over financial reporting that occurred during our most recently completed fiscal quarter ended December 31, 2024

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2023 and is incorporated herein by reference.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The information required by this item will be

contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days

after December 31, 2024 and is incorporated herein by reference.

EXECUTIVE COMPENSATION

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2023 and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2023 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2023 and is incorporated herein by reference.

The information required by this item will be

contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days

after December 31, 2024 and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be

contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days

after December 31, 2024 and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be

contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days

after December 31, 2024 and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be contained in the Company’s

definitive Proxy Statement for its 2024 Annual Stockholder Meeting, to be filed with the SEC within 120 days after December 31,

2023 and is incorporated herein by reference.

The information required by this item will be

contained in the Company’s definitive Proxy Statement for its 2025 Annual Stockholder Meeting, to be filed with the SEC within 120 days

after December 31, 2024 and is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) DOCUMENTS FILED AS PART OF THIS REPORT

The following is a list

of our consolidated financial statements included in this Annual Report on Form 10-K under Item 8 of Part II hereof:

The following is a list of our consolidated financial

statements included in this Annual Report on Form 10-K under Item 8 of Part II hereof:

CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Assets and Liabilities as of December 31, 2023 and 2022

Consolidated Statements of Operations for the years ended December

31, 2023, 2022 and 2021

Consolidated Statements of Changes in Net Assets for the years ended

December 31, 2023, 2022 and 2021

Consolidated Statement of Cash Flows for the years ended December 31,

2023, 2022 and 2021

Consolidated Schedules of Investments as of December 31, 2023 and 2022

Notes to Consolidated Financial Statements

of Formation (3)

Limited Liability Company Agreement (1)

of Conversion (2)

of Incorporation (2)

and Restated Bylaws (5)

of Securities (3)

Advisory Agreement (1)

to Investment Advisory Agreement (8)

Administration

Agreement (1)

Indemnification

Agreement (1)

and Security Agreement, dated as of February 5, 2021, by and between KA Credit Advisors, LLC, as collateral manager, Kayne

Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for

the lenders (2)

Agreement, dated February 5, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lenders signatories thereto, and agent and

the lead arranger (2)

Amendment to Credit Agreement, dated December 3, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lender signatories thereto,

and agent and lead arranger (5)

Amendment to the Credit Agreement, dated December 30, 2022, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City

National Bank as administrative agent for the lenders (7)

Report of Independent Registered

Public Accounting Firm

Consolidated Statements

of Assets and Liabilities as of December 31, 2024 and 2023

Consolidated Statements

of Operations for the years ended December 31, 2024, 2023 and 2022

Consolidated Statements

of Changes in Net Assets for the years ended December 31, 2024, 2023 and 2022

Consolidated Statement

of Cash Flows for the years ended December 31, 2024, 2023 and 2022

Consolidated Schedules

of Investments as of December 31, 2024 and 2023

Notes to Consolidated Financial

Certificate of Formation (3)

Initial Limited Liability Company Agreement (1)

Certificate of Conversion (2)

Certificate of Incorporation (2)

Amended and Restated Bylaws (5)

Description of Securities (3)

Investment Advisory Agreement (1)

Amendment to Investment Advisory Agreement (8)

Amended and Restated Investment Advisory Agreement (13)

Administration Agreement (1)

License Agreement (1)

Indemnification Agreement (1)

Custody Agreement (1)

Subscription Agreement (1)

Loan and Security Agreement, dated as of February 5, 2021, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (2)

Credit Agreement, dated February 5, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lenders signatories thereto, and agent and the lead arranger (2)

Second Amendment to Credit Agreement, dated December 3, 2021, by and between Kayne Anderson BDC, Inc., as borrower, lender signatories thereto, and agent and lead arranger (5)

Third Amendment to the Credit Agreement, dated December 30, 2022, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City National Bank as administrative agent for the lenders (7)

Fourth Amendment to the Credit Agreement, dated December 31, 2023, by and between Kayne Anderson BDC, Inc., as borrower, lenders, and City National Bank as administrative agent for the lenders (11)

Secured Revolving Credit Agreement (4)

and Security Agreement (4)

Senior Secured Revolving Credit Agreement (4)

Second Amendment to Senior Secured Revolving Credit Agreement (14)

Loan and Security Agreement (4)

First Amendment to Loan and Security Agreement, dated November 17, 2022, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (6)

Amendment to Loan and Security Agreement, dated June 29, 2023, by and between KA Credit Advisors, LLC, as collateral manager, Kayne

Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for

the lenders (9)

Second Amendment to Loan and Security Agreement, dated June 29, 2023, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (9)

Third Amendment to Loan and Security Agreement, dated April 3, 2024, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (12)

Fourth Amendment to Loan and Security Agreement, dated December 13, 2024, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders *

Fifth Amendment to Loan and Security Agreement, dated February 13, 2025, by and between KA Credit Advisors, LLC, as collateral manager, Kayne Anderson BDC Financing, LLC, as borrower, certain lenders thereto, administrative agent for the lenders, and collateral agent for the lenders (16)

Loan and Security Agreement, dated December 22, 2023, by and between KA Credit Advisors, LLC, as portfolio manager, Kayne Anderson BDC Financing II, LLC, as borrower, certain lenders thereto, collateral administrator for the lenders, collateral agent for the lenders, securities intermediary party, and administrative agent for the lenders (10)

Purchase Agreement, dated June 29, 2023, by and among the Company and the Purchasers party thereto (9)

of Ethics as amended March 1, 2021 (8)

Antifraud Code of Ethics for Principal Officers and Senior Financial Officers (8)

of Kayne Anderson BDC, Inc.

Certification

of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

Amendment No.

2 to Loan and Security Agreement, dated December 22, 2023, by and between KA Credit Advisors, LLC, as portfolio manager, Kayne Anderson BDC Financing II, LLC, as borrower, certain lenders thereto, collateral administrator for the lenders, collateral agent for the lenders, securities intermediary party, and administrative agent for the lenders (15)

Notes Purchase Agreement, dated June 29, 2023, by and among the Company and the Purchasers party thereto (9)

Code of Ethics as amended November 9, 2023 *

Supplemental Antifraud Code of Ethics for Principal Officers and Senior Financial Officers (8)

Subsidiaries of Kayne Anderson BDC, Inc.

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension

Schema Document.*

Inline XBRL Taxonomy Extension

Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension

Definition Linkbase Document.*

Inline XBRL Taxonomy Extension

Label Linkbase Document.*

Inline XBRL Taxonomy Extension

Presentation Linkbase Document.*

Cover Page Interactive Data

File (formatted as Inline XBRL and contained in Exhibit 101).

Incorporated by reference

from the Company’s Amendment No.

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Incorporated by reference from the Company’s Amendment No.

2 to Form 10, as filed with the Securities and Exchange Commission on November 9, 2020.

Incorporated by reference

from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2021.

Incorporated by reference

from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2021.

Incorporated by reference

from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2022.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities

and Exchange Commission on August 15, 2022.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9, 2021.

Incorporated by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26, 2021.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25, 2022.

Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, as filed with the Securities and Exchange Commission on August 15, 2022.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on November 22, 2022.

Incorporated by reference

from the Company's Form 8-K, as filed with the Securities and Exchange Commission on January 6, 2023.

Incorporated by reference

from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 13, 2023.

Incorporated by reference

from the Company's Form 8-K, as filed with the Securities and Exchange Commission on July 5, 2023.

Incorporated by reference

from the Company's Form 8-K, as filed with the Securities and Exchange Commission on December 29, 2023.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on January 6, 2023.

Incorporated by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 13, 2023.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 5, 2023.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on December 29, 2023.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on January 5, 2024.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2024.

Incorporated by reference from the Company’s Quarterly report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 13, 2024.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on November 26, 2024.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 10, 2025.

Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 18, 2025.

Filed herewith.

3 unchanged sentences

Kayne Anderson BDC, Inc.

February 29, 2024

March 3, 2025

/s/ Douglas L.

1 unchanged sentence

(Co-Principal Executive Officer)

February 29, 2024

March 3, 2025

/s/ Kenneth B.

1 unchanged sentence

(Co-Principal Executive Officer)

February 29, 2024

March 3, 2025

Chief Financial Officer and Treasurer

1 unchanged sentence

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 9A. Controls and Procedures