26North BDC, Inc. (0001950976) (Filer)

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

26North BDC, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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))

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

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

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 1.01 Entry into a Material Definitive Agreement.

On October 9, 2026, 26N DL Funding 1 LLC (“Financing SPV”), a wholly owned subsidiary of 26North BDC, Inc. (the “Company”), entered into Amendment No. 5 (“Amendment No. 5”) to that certain Loan and Security Agreement, dated as of October 18, 2023 (as amended, restated or otherwise modified from time to time), by and among Financing SPV, as the Borrower, the Company, as the Parent, 26North Direct Lending LP as Portfolio Manager, the Lenders party thereto, the Collateral Agent, Collateral Administrator and Securities Intermediary party thereto, and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Facility”). Amendment No. 5 amended certain terms of the Facility, including, but not limited to, amendments to (i) designate tranches of Advances pursuant to the Facility, (ii) extend the Scheduled Termination Date of the Facility to October 9, 2031, (iii) modify the interest charged on the Facility to a rate based on SOFR, SONIA, SARON, EURIBOR or CORRA, as applicable (or, if SOFR is not available, a benchmark replacement or a “base rate” (which is the greater of the prime rate and the federal funds rate plus 0.50%), as applicable), plus a margin of 2.00% per annum, (iv) revise the advance rate under the Facility to 55%, subject to increases to 57.5% and/or 60% at the election of the Company subject to certain conditions related to certain Concentration Limitations in the Facility, (v) reduce the Commitment Fee Rate under the Facility to 0.70% per annum and (vi) reduce the Concentration Limitation with respect to ARR Portfolio Investments under the Facility to 15%. The other material terms of the Facility remain unchanged. Borrowings under the Facility are subject to various covenants under the related agreements as well as the leverage restrictions contained in the Investment Company Act of 1940, as amended (the “1940 Act”).

Capitalized terms used but not defined in this Item 1.01 shall have the meanings given to them in the Facility.

The description above is only a summary of the material provisions of Amendment No. 5 and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.