Item 5. Market for Registrant’s Common Equity
ITEM 5. 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 periods (past two fiscal years).
Closing Sales Price (2)
Premium
(Discount) of
High Sales
Price to
Premium
(Discount) of
Low Sales
Price to
NAV (1)
High
Low
NAV (3)
NAV (3)
For the Year Ending December 31, 2025
Fourth Quarter
$
16.32
$
15.71
$
13.14
(3.7
)%
(19.5
)%
Third Quarter
$
16.34
$
16.24
$
13.32
(0.6
)%
(18.5
)%
Second Quarter
$
16.37
$
16.37
$
14.61
-
%
(10.8
)%
First Quarter
$
16.51
$
17.92
$
16.07
8.5
%
(2.7
)%
For the Year Ending December 31, 2024
Fourth Quarter
$
16.70
$
17.00
$
15.85
1.8
%
(5.1
)%
Third Quarter
$
16.70
$
16.40
$
15.70
(1.8
)%
(6.0
)%
Second Quarter (from May 22, 2024 through June 30, 2024)
$
16.57
$
16.55
$
15.95
(0.1
)%
(3.7
)%
(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 each period.
(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 20, 2026, the reported closing sales price of our common
stock was $13.77 per share.
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 20, 2026, we had 49 holders of record of our common
stock, which did not include stockholders for whom shares are held in “nominee” or “street name”.
58
Distributions
The following table reflects the distributions
declared and payable for the years ended December 31, 2025 and 2024 (dollars in thousands, except per share amounts).
Dividend
Total
Date Declared
Record Date
Payment Date
per Share
Dividend
May 8, 2024
March 3, 2025
March 18, 2025
$ 0.10
$ 7,127
March 3, 2025
March 31, 2025
April 15, 2025
0.40
28,514
May 8, 2024
June 9, 2025
June 24, 2025
0.10
7,078
May 1, 2025
June 30, 2025
July 16, 2025
0.40
28,291
August 5, 2025
September 30, 2025
October 16, 2025
0.40
27,927
November 4, 2025
December 31, 2025
January 16, 2026
0.40
27,213
$ 1.80
$ 126,150
Dividend
Total
Date Declared
Record Date
Payment Date
per Share
Dividend
March 6, 2024
March 29, 2024
April 17, 2024
$ 0.40
$ 19,516
May 8, 2024
June 28, 2024
July 15, 2024
0.40
28,447
August 7, 2024
September 30, 2024
October 15, 2024
0.40
28,419
May 8, 2024
December 5, 2024
December 20, 2024
0.10
7,102
November 6, 2024
December 31, 2024
January 15, 2025
0.40
28,424
$ 1.70
$ 111,908
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 years ended December 31, 2025
and 2024 (dollars in thousands, except per share amounts).
Dividend Record Date
Dividend Payment Date
DRIP
shares
issued
DRIP
value
December 31, 2024
January 15, 2025
205,626
$ 3,434
March 3, 2025
March 18, 2025
35,346
593
March 31, 2025
April 15, 2025
-
-
June 9, 2025
June 24, 2025
-
-
June 30, 2025
July 16, 2025
-
-
September 30, 2025
October 16, 2025
-
-
240,972
$ 4,027
DRIP
shares
DRIP
Dividend Record Date
Dividend Payment Date
issued
value
December 29, 2023
January 16, 2024
95,791
$ 1,573
March 29, 2024
April 17, 2024
94,816
1,577
June 28, 2024
July 15, 2024
-
-
September 30, 2024
October 15, 2024
-
-
December 5, 2024
December 20, 2024
37,843
632
228,450
$ 3,782
All of the dividends declared during the years
ended December 31, 2025 and 2024 were derived from ordinary income, determined on a tax basis.
59
Recent Sales of Unregistered Securities
None.
Stock Repurchase Plan
On May 21, 2024, the Company entered into a
share repurchase plan, or the Company 10b5-1 Plan, to acquire up to $100 million 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 Act”). 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 on July 23, 2024.
On May 1, 2025, the Board of Directors of
the Company authorized an amendment to the Company 10b5-1 Plan to extend the expiration to May 24, 2026. Under the amended and
restated plan (effective May 25, 2025), the Company may repurchase up to $100 million of the outstanding common stock in the open
market at a price per share that meets certain thresholds below its net asset value per share. The Company 10b5-1 Plan will
terminate upon the earliest to occur of (i) the close of business on May 24, 2026, (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 million and (iii) the occurrence of
certain other events described in the Company 10b5-1 Plan.
For the year ended December 31, 2025, the agent
has repurchased 3,302,477 shares of common stock pursuant to the Company 10b5-1 Plan for a total of $48.0 million. As of December 31,
2025, up to $59.9 million was available for common stock repurchases under the Company 10b5-1 Plan.
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, 2025 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
BDC Index. 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
Act. 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 BDC INDEX
Total Return Performance
60
Fees and Expenses
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 vary. The expenses shown in the table under “Annual
Expenses” assume a debt-to-equity ratio of 1.02x (which equates to asset coverage of 198%) based on our actual ratio as of December
31, 2025. 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)
$ 15.00
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)
1.98 %
Incentive Fees (6)
1.57 %
Interest Payments and fees paid on Borrowed Funds (7)
6.89 %
Other Expenses (8)
0.39 %
Total Annual Expenses
10.83 %
(1) 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).
(2) Any
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.
The expenses of the dividend reinvestment plan are included in “other expenses” in the table above. Our common stockholders will ultimately bear indirectly the DRIP administrator’s fees. For additional information, see “ Dividend Reinvestment Plan .”
(4) Net
assets employed as the denominator for expense ratio computation is $1,110 million.
(5) 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.
61
(6) The
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%.
(7) Interest
payments on borrowed funds represents an estimate of our annualized interest expense based on borrowings under credit facilities and
issuances of senior unsecured notes. The assumed weighted average interest rate outstanding under our credit facilities and senior unsecured
notes was 6.77%. 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.
(8) “Other
Expenses” includes estimated general and administrative expenses, professional fees and director fees and is based on amounts estimated
for the current fiscal year. Includes expenses paid by KABDCF and KABCF II, respectively.
Example
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.
1 Year
3 Years
5 Years
10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return resulting entirely from net realized capital gains (1)
$ 105
$ 297
$ 468
$ 814
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return resulting entirely from net investment income (2)
$ 91
$ 261
$ 416
$ 751
(1) Assumes
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.
(2) The
income based incentive fee is subject to a 6.00% hurdle. Accordingly, no incentive fee would be payable in this example.
While 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 than 5%. 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.
62
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, 2025, is included within “Item 8. Consolidated Financial Statements and Supplementary Data.”
Class and Period
Total Amount
Outstanding
Exclusive of
Treasury
Securities (1)
($ in millions)
Asset Coverage
per Unit (2)
($ in millions)
Involuntary
Liquidating
Preference
per Unit (3)
Average Market
Value
per Unit (4)
Corporate Credit Facility
December 31, 2025
$ 135
$ 1,980
—
N/A
December 31, 2024
$ 250
$ 2,380
—
N/A
December 31, 2023
$ 234
$ 1,980
—
N/A
December 31, 2022
$ 269
$ 2,030
—
N/A
December 31, 2021
—
—
—
N/A
Revolving Funding Facility
December 31, 2025
$ 525
$ 1,980
—
N/A
December 31, 2024
$ 420
$ 2,380
—
N/A
December 31, 2023
$ 306
$ 1,980
—
N/A
December 31, 2022
$ 200
$ 2,030
—
N/A
December 31, 2021
—
—
—
N/A
Revolving Funding Facility II (5)
December 31, 20254
$ 195
$ 1,980
—
N/A
December 31, 2024
$ 113
$ 2,380
—
N/A
December 31, 2023
$ 70
$ 1,980
—
N/A
December 31, 2022
—
—
—
N/A
December 31, 2021
—
—
—
N/A
63
Class
and Period
Total
Amount
Outstanding (1)
($ in millions)
Asset Coverage
per Unit (2)
($ in millions)
Involuntary
Liquidating
Preference
per Unit (3)
Average
Market
Value
per Unit (4)
Subscription Credit Agreement (6)
December 31, 2025
—
—
—
N/A
December 31, 2024
—
—
—
N/A
December 31, 2023
$ 11
$ 1,980
—
N/A
December 31, 2022
$ 108
$ 2,030
—
N/A
December 31, 2021
$ 105
$ 2,170
—
N/A
Loan and Security Agreement (LSA) (7)
December 31, 2025
—
—
—
N/A
December 31, 2024
—
—
—
N/A
December 31, 2023
—
—
—
N/A
December 31, 2022
—
—
—
N/A
December 31, 2021
$ 162
$ 2,170
—
N/A
Notes
December 31, 2025
$ 275
$ 1,980
—
N/A
December 31, 2024
$ 75
$ 2,380
—
N/A
December 31, 2023
$ 75
$ 1,980
—
N/A
December 31, 2022
—
—
—
N/A
December 31, 2021
—
—
—
N/A
(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, 2023.
(6) The
Subscription Credit Agreement was terminated on April 1, 2024.
(7) The
Loan and Security Agreement (“LSA”) was terminated on February 18, 2022.
64
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.