Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
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, 2025. 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
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 Commission. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, 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, 2025. 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, 2025, 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, 2025, as stated in their report which is included herein.
Changes
in 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
ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM
9B. OTHER INFORMATION
None .
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
Applicable.
77
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The
information required by this item will be contained in the Company’s definitive Proxy Statement for its 2026 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
ITEM
11. EXECUTIVE COMPENSATION
The
information required by this item will be contained in the Company’s definitive Proxy Statement for its 2026 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
ITEM
12. 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 2026 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
ITEM
13. 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 2026 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The
information required by this item will be contained in the Company’s definitive Proxy Statement for its 2026 Annual Stockholder
Meeting, to be filed with the SEC within 120 days after December 31, 2025 and is incorporated herein by reference.
78
PART
IV
ITEM
15. 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:
1.
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Index
to Consolidated Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
F-2
Consolidated Statements of Assets and Liabilities as of December 31, 2025 and 2024
F-4
Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023
F-5
Consolidated Statements of Changes in Net Assets for the years ended December 31, 2025, 2024 and 2023
F-6
Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023
F-7
Consolidated Schedules of Investments as of December 31, 2025 and 2024
F-8
Notes to Consolidated Financial Statements
F-32
79
(b)
EXHIBITS
3.1
Certificate
of Formation (3)
3.2
Initial
Limited Liability Company Agreement (1)
3.3
Certificate
of Conversion (2)
3.4
Certificate
of Incorporation (2)
3.5
Amended
and Restated Bylaws (5)
4.1
Description
of Securities (3)
10.1
Investment
Advisory Agreement (1)
10.2
Amendment
to Investment Advisory Agreement (8)
10.3
Amended
and Restated Investment Advisory Agreement (13)
10.4
Administration
Agreement (1)
10.5
License
Agreement (1)
10.6
Indemnification
Agreement (1)
10.7
Custody
Agreement (1)
10.8
Subscription
Agreement (1)
10.9
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)
10.10
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)
10.11
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)
10.12
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)
10.13
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)
10.14
Senior
Secured Revolving Credit Agreement (4)
10.15
Second
Amendment to Senior Secured Revolving Credit Agreement (14)
10.16
Third Amendment to the Senior Secured Revolving Credit Agreement (18)
10.17
Loan
and Security Agreement (4)
10.18
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)
10.19
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)
10.20
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)
10.21
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 (17)
10.22
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)
10.23*
Sixth Amendment to Loan and Security Agreement, dated February 20, 2026, 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
10.24
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)
80
10.25
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)
10.26
Notes
Purchase Agreement, dated June 29, 2023, by and among the Company and the Purchasers party thereto (9)
10.27
Notes Purchase Agreement, dated September 9, 2025, by and among the Company and the Purchasers party thereto (19)
14.1
Code of Ethics as amended November 9, 2023 *
14.2
Supplemental
Antifraud Code of Ethics for Principal Officers and Senior Financial Officers (8)
19.1*
Insider Trading Policies
21.1
Subsidiaries of Kayne Anderson BDC, Inc. (20)
31.1*
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
31.2*
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
32.1*
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
32.2*
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
97.1*
Compensation Recovery Policy *
101.INS
Inline
XBRL Instance Document.*
101.SCH
Inline
XBRL Taxonomy Extension Schema Document.*
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB
Inline
XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.*
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(1)
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.
(2)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 9,
2021.
(3)
Incorporated
by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on February 26,
2021.
(4)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 25,
2022.
(5)
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.
(6)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on November 22, 2022.
(7)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on January 6, 2023.
(8)
Incorporated
by reference from the Company’s Form 10-K, as filed with the Securities and Exchange Commission on March 13, 2023.
(9)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on July 5, 2023.
(10)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on December 29, 2023.
(11)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on January 5, 2024.
(12)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on April 8, 2024.
(13)
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.
(14)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on November 26, 2024.
(15)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 10, 2025.
(16)
Incorporated
by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on February 18, 2025.
(17)
Incorporated
by reference from the Company’s Form 10-K, as filed with the Securities and Exchange
Commission on March 3, 2025.
(18)
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on August 11, 2025.
(19)
Incorporated by reference from the Company’s Form 8-K, as filed with the Securities and Exchange Commission on September 10, 2025.
(20)
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on November 10, 2025.
*
Filed
herewith.
ITEM
16. FORM 10-K SUMMARY
None.
81
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Kayne
Anderson BDC, Inc.
Date:
March 2, 2026
/s/
Douglas L. Goodwillie
Name:
Douglas
L. Goodwillie
Title:
Co-Chief
Executive Officer
(Co-Principal
Executive Officer)
Date:
March 2, 2026
/s/
Kenneth B. Leonard
Name:
Kenneth
B. Leonard
Title:
Co-Chief
Executive Officer
(Co-Principal
Executive Officer)
Date:
March 2, 2026
/s/
Terry A. Hart
Name:
Terry
A. Hart
Title:
Chief
Financial Officer and Treasurer
(Principal
Financial and Accounting Officer)
82