BBDC

EX-99.1

2 exhibit99120261105earnings.htm

EX-99.1

Document

Exhibit 99.1

BARINGS BDC, INC. REPORTS THIRD QUARTER 2026 RESULTS AND

ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

CHARLOTTE, N.C., November 5, 2026 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the third quarter of 2026 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.26 per share.

Highlights

Three Months EndedThree Months Ended

Income Statement

September 30, 2026 June 30, 2026

(dollars in millions, except per share data)Total Amount Per

Share(1) Total Amount Per

Share(1)

Net investment income $27.2$0.26$29.0$0.28

Net realized gains (losses)$(4.8)$(0.05)$18.8$0.18

Net unrealized appreciation (depreciation)$2.2$0.02$(29.4)$(0.28)

Net increase in net assets resulting from operations$24.6$0.24$18.3$0.18

Dividends paid$0.26$0.26

(1) Based on weighted average shares outstanding during the period of 104,706,884.

Investment Portfolio and Balance Sheet

(dollars in millions, except per share data) As of September 30, 2026As of June 30, 2026

Investment portfolio at fair value$2,509.8$2,458.6

Total assets$2,634.9$2,584.2

Debt outstanding (principal)$1,467.2$1,409.7

Total net assets (equity)$1,143.3$1,145.9

Net asset value per share$10.92$10.94

Debt-to-equity ratio1.28x1.23x

Net debt-to-equity ratio (adjusted for unrestricted cash and net unsettled transactions)(1)

1.24x1.18x

(1) See the “Non-GAAP Financial Measures” section of this press release.

Third Quarter 2026 Results

Commenting on the quarter, Thomas McDonnell, Chief Executive Officer of Barings BDC, stated, “Our third quarter results reflect the stability of our predominantly senior secured portfolio. Net investment income of $0.26 per share fully covered our dividend, and NAV per share was largely unchanged at $10.92. We remained active in the market, funding $196 million of investments, including 20 new portfolio companies, and grew the portfolio to $2.5 billion. We believe our liquidity position and the breadth of the Barings platform position us well to continue delivering value for our shareholders.”

During the three months ended September 30, 2026, the Company reported total investment income of $64.3 million, net investment income of $27.2 million, or $0.26 per share, and a net increase in net assets resulting from operations of $24.6 million, or $0.24 per share.

Net asset value (“NAV”) per share decreased by $0.02 from the prior quarter to $10.92 as of September 30, 2026, primarily reflecting net realized losses of $0.05 per share, partially offset by net unrealized appreciation of $0.02 per share.

Portfolio Activity Three Months EndedThree Months Ended

(dollars in millions)September 30, 2026June 30, 2026

Investments funded:

New portfolio company investments$121.4$172.1

Additional investments in existing portfolio companies74.690.0

Total investments funded$196.0$262.1

Investments sold or repaid:

Loans repaid$66.8$49.3

Principal payments and sales proceeds78.559.1

Sales to joint venture— 51.7

Equity sales0.22.2

Return of capital from joint ventures, royalty rights, and equity investments0.44.8

Total investments sold or repaid$145.9$167.1

Number of new portfolio company investments2021

Portfolio Information

(dollars in millions) As of September 30, 2026As of June 30, 2026

Investment portfolio at fair value$2,509.8$2,458.6

Number of portfolio company investments349342

Percentage of floating rate securities at fair value92.8 %92.8 %

Weighted average yield:

Debt investments other than non-accrual debt investments(1)

9.5 %9.4 %

Total debt investments(2) 9.2 %9.1 %

Debt investments other than non-accrual debt investments and other income producing securities(3)

10.0 %9.9 %

Total debt investments and other income producing securities(4) 9.7 %9.7 %

(1) Computed using the principal amount of our outstanding debt investments, other than non-accrual debt investments.

(2) Computed using the principal amount of our outstanding debt investments, including non-accrual debt investments.

(3) Computed using the principal amount of our outstanding debt investments, other than non-accrual debt investments, and the fair value of other income producing securities.

(4) Computed using the principal amount of our outstanding debt investments, including non-accrual debt investments, and the fair value of other income producing securities.

Portfolio Composition

(dollars in millions) As of September 30, 2026As of June 30, 2026

Senior debt and 1st lien notes $1,771.7$1,725.7

Subordinated debt and 2nd lien notes 233.3234.4

Structured products23.424.2

Equity shares445.0435.6

Equity warrants1.41.3

Royalty rights1.51.4

Investment in joint ventures33.536.0

Total investments at fair value$2,509.8$2,458.6

Liquidity and Capitalization

As of September 30, 2026, the Company had cash and foreign currencies of $76.2 million (in

SEC.gov | Request Rate Threshold Exceeded

U.S. Securities and Exchange Commission

You’ve Exceeded the SEC’s Traffic Limit

Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes.

Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains available to all users, we reserve the right to block IP addresses that submit excessive requests.

The block will be lifted automatically by waiting 10 minutes. Continuing to exceed the SEC’s maximum allowable request rate during the time-out period will extend the duration of the time-out period. To ensure fair access for all users, please reduce the rate of your requests and visit SEC.gov again after the 10 minute time-out period has passed.

For best practices on efficiently downloading information from SEC.gov, including the latest EDGAR filings, visit sec.gov/developer. You can also sign up for email updates on the SEC open data program, including best practices that make it more efficient to download data, and SEC.gov enhancements that may impact scripted downloading processes. For more information, contact opendata@sec.gov.

For more information, please see the SEC’s Web Site Privacy and Security Policy. Thank you for your interest in the U.S. Securities and Exchange Commission.

Reference ID: 0.cf06d217.1785967532.9aacb8bc

More Information

Internet Security Policy

By using this site, you are agreeing to security monitoring and auditing. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users.

Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. §§ 1001 and 1030).

To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests. Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests.

If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website.

Note that this policy may change as the SEC manages SEC.gov to ensure that the website performs efficiently and remains available to all users.

Note: We do not offer technical support for developing or debugging scripted downloading processes.

EX-99.1

2 exhibit99120260507earnings.htm

EX-99.1

Document

Exhibit 99.1

BARINGS BDC, INC. REPORTS FIRST QUARTER 2026 RESULTS AND

ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

CHARLOTTE, N.C., May 7, 2026 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2026 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend of $0.26 per share.

Highlights

Three Months EndedThree Months Ended

Income Statement

March 31, 2026 December 31, 2025

(dollars in millions, except per share data)Total Amount Per

Share(1) Total Amount Per

Share(2)

Net investment income $25.9$0.25$28.0$0.27

Net realized gains (losses)$(10.8)$(0.10)$(5.2)$(0.05)

Net unrealized appreciation (depreciation)$4.9$0.05$2.5$0.02

Net increase in net assets resulting from operations$20.0$0.19$25.2$0.24

Dividends paid$0.26$0.26

(1) Based on weighted average shares outstanding during the period of 104,706,884.

(2) Based on weighted average shares outstanding during the period of 105,043,119.

Investment Portfolio and Balance Sheet

(dollars in millions, except per share data) As of

March 31, 2026

As of

December 31, 2025

Investment portfolio at fair value$2,370.0$2,398.5

Weighted average yield on performing debt investments (at principal amount)9.4 %9.5 %

Total assets$2,600.1$2,636.4

Debt outstanding (principal)$1,425.2$1,439.3

Total net assets (equity)$1,153.5$1,160.7

Net asset value per share$11.02$11.09

Debt-to-equity ratio1.24x1.24x

Net debt-to-equity ratio (adjusted for unrestricted cash and net unsettled transactions)(1)

1.17x1.15x

(1) See the “Non-GAAP Financial Measures” section of this press release.

First Quarter 2026 Results

Commenting on the quarter, Thomas McDonnell, Chief Executive Officer of Barings BDC, stated, “During the first quarter, we continued to deliver solid operating performance and declared a $0.26 quarterly dividend, which was supported by the strength and resilience of our predominantly senior secured portfolio. Despite a volatile market backdrop, we believe credit quality remains sound, liquidity is ample, and we are continuing to execute on initiatives designed to enhance long‑term shareholder value.”

During the three months ended March 31, 2026, the Company reported total investment income of $60.6 million, net investment income of $25.9 million, or $0.25 per share, and a net increase in net assets resulting from operations of $20.0 million, or $0.19 per share.

Net asset value (“NAV”) per share as of March 31, 2026 was $11.02, as compared to $11.09 as of December 31, 2025. During the three months ended March 31, 2026, the NAV per share activity was primarily attributed to net realized loss on investments, foreign currency transactions and forward currency contracts of $0.11 per share, and the Company’s first quarter dividend exceeding net investment income by $0.01 per share, partially offset by net unrealized appreciation on the Company’s investment portfolio, credit support agreement, foreign currency transactions and forward currency contracts of approximately $0.05 per share.

Recent Portfolio Activity

During the three months ended March 31, 2026, the Company made 13 new investments totaling $54.7 million and made investments in existing portfolio companies totaling $54.0 million. The Company had 10 loans repaid totaling $66.4 million and recognized a net realized gain on these transactions of $0.5 million. The Company also received $31.4 million of portfolio company principal payments and sales proceeds and recognized a net realized loss on these transactions of $0.9 million. The Company received $22.3 million of return of capital from joint ventures, equity, and royalty rights investments. Also, investments in one portfolio company were restructured, which resulted in a net realized loss of $4.5 million. Lastly, the Company received proceeds related to the sale of equity investments and the Sierra Income Corporation collateralized loan obligation investments totaling $5.3 million and recognized a net realized loss on such sales totaling $3.2 million.

During the three months ended March 31, 2026, the Company recorded net unrealized appreciation totaling $4.9 million, consisting of net unrealized appreciation reclassification adjustments of $7.4 million related to the net realized losses on the sales / exits of certain investments, net unrealized appreciation related to forward currency contracts of $5.5 million, unrealized appreciation of $5.3 million on the Sierra credit support agreement with Barings LLC (“Barings”), net unrealized appreciation related to foreign currency transactions of $4.1 million, and a deferred tax asset of $0.1 million, partially offset by net unrealized depreciation on the Company’s current portfolio of $17.5 million. The net unrealized depreciation on the Company’s current portfolio of $17.5 million was driven primarily by

bbdc-202602190001379785FALSE00013797852026-02-192026-02-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2026

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On February 19, 2026, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter and year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 7.01.    Regulation FD Disclosure. Additionally, on February 19, 2026, the Company made available on its website, www.baringsbdc.com, a supplemental investor presentation with respect to the fourth quarter and year-end 2025 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated February 19, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: February 19, 2026 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202511060001379785FALSE00013797852025-11-062025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On November 6, 2025, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01.    Regulation FD Disclosure. Additionally, on November 6, 2025, the Company made available on its website, www.baringsbdc.com, a supplemental investor presentation with respect to the third quarter 2025 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits Exhibit No.  Description 99.1  Press Release, dated November 6, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: November 6, 2025 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202508070001379785FALSE00013797852025-08-072025-08-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On August 7, 2025, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01.    Regulation FD Disclosure. Additionally, on August 7, 2025, the Company made available on its website, www.baringsbdc.com, a supplemental investor presentation with respect to the second quarter 2025 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits Exhibit No.  Description 99.1  Press Release, dated August 7, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: August 7, 2025 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202505080001379785FALSE00013797852025-05-082025-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On May 8, 2025, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 5.07.    Submission of Matters to a Vote of Security Holders. The Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 8, 2025. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025 (the “Proxy Statement”): •Proposal No. 1 – to elect three Class I directors to serve for a three-year term and until their successors have been duly elected and qualify (the “Director Election Proposal”); and •Proposal No. 2 – to approve a proposal to authorize the Company, pursuant to subsequent approval of its Board of Directors, to issue and sell shares of its common stock (during the 12 months following such authorization) at a price below the Company’s then-current net asset value per share in one or more offerings, subject to certain limitations set forth in the Proxy Statement (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 30% of the Company’s then-outstanding common stock immediately prior to each such offering) (the “Below-NAV Share Issuance Proposal”). All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting as Class I directors to serve until the Company’s 2028 annual meeting of stockholders and until their successors have been duly elected and qualified. The final voting results for each director nominee are set forth below:

DirectorForAgainstAbstainBroker Non-Votes

Eric Lloyd55,604,951 2,370,847 1,761,221 — Mark F. Mulhern48,570,502 9,245,085 1,921,43

bbdc-202502200001379785FALSE00013797852025-02-202025-02-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On February 20, 2025, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 7.01.    Regulation FD Disclosure. Additionally, on February 20, 2025, the Company made available on its website, www.baringsbdc.com, a supplemental investor presentation with respect to the fourth quarter and year-end 2024 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated February 20, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: February 20, 2025 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202411060001379785FALSE00013797852024-11-062024-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On November 6, 2024, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01.    Regulation FD Disclosure. Additionally, on November 6, 2024, the Company made available on its website, www.baringsbdc.com, a supplemental investor presentation with respect to the third quarter 2024 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated November 6, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: November 6, 2024 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202408070001379785FALSE00013797852024-05-072024-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On August 7, 2024, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01.    Regulation FD Disclosure. Additionally, on August 7, 2024, the Company made available on its website, www.baringsbdc.com, a supplemental investor presentation with respect to the second quarter 2024 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated August 7, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: August 7, 2024 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202405070001379785FALSE00013797852024-05-072024-05-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On May 7, 2024, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 5.07.    Submission of Matters to a Vote of Security Holders. The Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2024. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2024 (the “Proxy Statement”): •Proposal No. 1 – to elect three Class III directors to serve for a three-year term and until their successors have been duly elected and qualify (the “Director Election Proposal”); and •Proposal No. 2 – to approve a proposal to authorize the Company, pursuant to subsequent approval of its Board of Directors, to issue and sell shares of its common stock (during the 12 months following such authorization) at a price below the Company’s then-current net asset value per share in one or more offerings, subject to certain limitations set forth in the Proxy Statement (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 30% of the Company’s then-outstanding common stock immediately prior to each such offering) (the “Below-NAV Share Issuance Proposal”). All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting as Class III directors to serve until the Company’s 2027 annual meeting of stockholders and until their successors have been duly elected and qualified. The final voting results for each director nominee are set forth below:

DirectorForAgainstAbstainBroker Non-Votes

David Mihalick57,545,088 2,692,472 1,563,801 — Thomas W. Okel50,998,191 9,157,643 1

bbdc-202402220001379785FALSE00013797852024-11-222024-11-22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On February 22, 2024, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated February 22, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: February 22, 2024 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202401250001379785FALSE00013797852024-01-252024-01-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On January 25, 2024, Barings BDC, Inc. (the “Company”) issued a press release announcing certain preliminary estimates of its financial condition and results of operations for its quarter ended December 31, 2023, which are based on management’s expectations as of January 25, 2024, as well as other information. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated January 25, 2024

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: January 25, 2024 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202311090001379785FALSE00013797852023-11-092023-11-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On November 9, 2023, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated November 9, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: November 9, 2023 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202308090001379785FALSE00013797852023-08-092023-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On August 9, 2023, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated August 9, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: August 9, 2023 By: /s/    Elizabeth A. Murray Elizabeth A. Murray Chief Financial Officer and Chief Operating Officer

bbdc-202305040001379785FALSE00013797852023-05-042023-05-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On May 4, 2023, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 5.07.    Submission of Matters to a Vote of Security Holders. The Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 4, 2023. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2023 (the “Proxy Statement”): •Proposal No. 1 – to elect three Class II directors to serve for a three-year term and until their successors have been duly elected and qualify (the “Director Election Proposal”); and •Proposal No. 2 – to approve a proposal to authorize the Company, pursuant to subsequent approval of its Board of Directors, to issue and sell shares of its common stock (during the 12 months following such authorization) at a price below the Company’s then-current net asset value per share in one or more offerings, subject to certain limitations set forth in the Proxy Statement (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 30% of the Company’s then-outstanding common stock immediately prior to each such offering) (the “Below-NAV Share Issuance Proposal”). All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting as Class II directors to serve until the Company’s 2026 annual meeting of stockholders and until their successors have been duly elected and qualified. The final voting results for each director nominee are set forth below:

DirectorForAgainstAbstainBroker Non-Votes

Steve Byers57,036,322 9,745,626 1,676,560 — Valerie Lancaster-Beal57,161,139 9,696,676 1,600,693 — John A. S

bbdc-202302230001379785FALSE00013797852023-02-232023-02-2300013797852022-11-102022-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On February 23, 2023, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter and year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated February 23, 2023

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: February 23, 2023 By: /s/ Jonathan Landsberg Jonathan Landsberg Chief Financial Officer

bbdc-202211100001379785FALSE00013797852022-11-102022-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On November 10, 2022, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated November 10, 2022

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Barings BDC, Inc.

Date: November 10, 2022 By: /s/ Jonathan Landsberg Jonathan Landsberg Chief Financial Officer

bbdc-202208090001379785FALSE00013797852022-08-092022-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On August 9, 2022, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01.    Financial Statements and Exhibits. (d) Exhibits

Exhibit No.  Description 99.1  Press Release, dated August 9, 2022

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 hereunto duly authorized.

Barings BDC, Inc.

Date: August 9, 2022 By: /s/ Jonathan Bock Jonathan Bock Chief Financial Officer

8-K 1 earnings8-k20220505.htm 8-K

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022

Barings BDC, Inc. (Exact name of registrant as specified in its charter)

Maryland 814-00733 06-1798488 (State or Other Jurisdictionof Incorporation) (CommissionFile Number) (IRS EmployerIdentification No.)

300 South Tryon Street, Suite 2500Charlotte, North Carolina28202 (Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200 N/A (Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading SymbolName of Each Exchange on Which Registered Common Stock, par value $0.001 per shareBBDCThe New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.    Results of Operations and Financial Condition. On May 5, 2022, Barings BDC, Inc. (the “Company” or “Barings BDC”) issued a press release announcing its financial results for the quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended. Item 5.07.    Submission of Matters to a Vote of Security Holders. The Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on May 5, 2022. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2022 (the “Proxy Statement”): •Proposal No. 1 – to elect three Class I directors to serve for a three-year term and until their successors have been duly elected and qualify (the “Director Election Proposal”); and •Proposal No. 2 – to approve a proposal to authorize the Company, pursuant to subsequent approval of its Board of Directors, to issue and sell shares of its common stock (during the 12 months following such authorization) at a price below the Company’s then-current net asset value per share in one or more offerings, subject to certain limitations set forth in the Proxy Statement (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 30% of the Company’s then-outstanding common stock immediately prior to each such offering) (the “Below-NAV Share Issuance Proposal”). All director nominees listed in the Director Election Proposal were elected by the Company’s stockholders at the Annual Meeting as Class I directors to serve until the Company’s 2025 annual meeting of stockholders and until their successors have been duly elected and qualified. The final voting results for each director nominee are set forth below:

DirectorForAgainstAbstainBroker Non-Votes

Eric Lloyd53,194,879 2,312,550 1,014,588 — Mark F. Mulhern46,071,255 9,426,386 1,024,376 — Robert Knapp47,421,360 8,048,436 1,052,2