PSBD Sets 2025 Annual Meeting: Director Elections, PwC Ratification on Agenda

TL;DR

**PSBD's annual meeting is a standard governance check, vote FOR the board's recommendations to keep things stable.**

AI Summary

Palmer Square Capital BDC Inc. (PSBD) is holding its 2025 Annual Meeting of Stockholders on December 18, 2025, to address three key proposals. Stockholders will vote on the election of two Class I directors, who will serve until the 2028 annual meeting. Additionally, the company seeks ratification of PricewaterhouseCoopers LLP (PwC) as its independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board, including independent directors, unanimously recommends a 'FOR' vote on all proposals. As of the November 17, 2025 Record Date, there were 31,478,948 shares of common stock outstanding. Significant beneficial owners include Caravel Holdings LLC with 12.65% (3,983,290 shares), Excelsior Holdings D2 LLC with 11.85% (3,730,065 shares), and Alaris Master Fund, LP with 9.99% (3,145,027 shares). Christopher D. Long, Chairman and CEO, beneficially owns 98,005 shares, representing less than 1.0% of outstanding common stock.

Why It Matters

This DEF 14A filing outlines the routine but crucial governance matters for Palmer Square Capital BDC Inc., impacting investor confidence and operational oversight. The election of two Class I directors will shape the company's strategic direction and fiduciary responsibilities through 2028, directly affecting long-term shareholder value. Ratifying PricewaterhouseCoopers LLP as the auditor ensures continued financial transparency and regulatory compliance, which is vital for maintaining trust with investors and regulators. In a competitive BDC landscape, strong governance and reliable financial reporting are paramount for attracting and retaining capital.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters: director elections and auditor ratification. There are no indications of contentious proposals, significant financial distress, or material changes to the company's operations or strategic direction. The Board unanimously recommends 'FOR' all proposals, suggesting a lack of internal conflict.

Analyst Insight

Investors should review the director nominees' qualifications and PwC's history with PSBD, then vote 'FOR' the proposals as recommended by the Board to support stable governance. Participation in the virtual meeting on December 18, 2025, is encouraged to ensure shares are represented.

Key Numbers

• 31,478,948 — Shares of Common Stock outstanding (As of the Record Date, November 17, 2025)
• 12.65% — Percentage of Common Stock owned by Caravel Holdings LLC (Largest beneficial owner)
• 11.85% — Percentage of Common Stock owned by Excelsior Holdings D2 LLC (Second largest beneficial owner)
• 9.99% — Percentage of Common Stock owned by Alaris Master Fund, LP (Third largest beneficial owner)
• 98,005 — Shares owned by Christopher D. Long (Chairman and CEO, less than 1.0% of outstanding shares)
• 360,309 — Shares owned by all directors and executive officers as a group (Represents less than 1.0% of outstanding shares)
• 2025-12-18 — Date of Annual Meeting (Meeting to be held at 10:00 a.m., Central Time)
• 2025-11-17 — Record Date for voting (Stockholders of record on this date can vote)
• 2 — Number of Class I directors to be elected (Directors will serve until the 2028 annual meeting)
• 2025 — Fiscal year for which PwC is being ratified (Fiscal year ending December 31, 2025)

Key Players & Entities

• Palmer Square Capital BDC Inc. (company) — Registrant
• PricewaterhouseCoopers LLP (company) — Independent registered public accounting firm
• Christopher D. Long (person) — Chairman and Chief Executive Officer
• Scott Betz (person) — Chief Compliance Officer
• Excelsior Holdings D2 LLC (company) — Beneficial owner of 11.85% of common stock
• Alaris Master Fund, LP (company) — Beneficial owner of 9.99% of common stock
• Caravel Holdings LLC (company) — Beneficial owner of 12.65% of common stock
• Martin C. Bicknell (person) — Beneficial owner of 9.39% of common stock
• First Trust Capital Management L.P. (company) — Beneficial owner of 5.35% of common stock
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Business Development Companies (BDCs) operate in a dynamic financial landscape, providing capital to middle-market companies. The industry is influenced by interest rate environments, credit market conditions, and regulatory oversight under the 1940 Act. BDCs often face competition from other private credit funds and traditional lenders.

Regulatory Implications

As a BDC, Palmer Square Capital is subject to the Investment Company Act of 1940, which imposes regulations on its investment activities, leverage, and corporate governance. Compliance with SEC reporting requirements, such as this DEF 14A filing, is crucial for transparency and investor protection.

What Investors Should Do

1. Review director nominees and their qualifications.
2. Note the ratification of PwC as the independent auditor.
3. Monitor significant beneficial ownership changes.

Key Dates

• 2025-12-18: Annual Meeting of Stockholders — Stockholders will vote on director elections and ratification of the independent auditor.
• 2025-11-17: Record Date — Establishes the list of stockholders eligible to vote at the annual meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about the annual meeting of stockholders, including proposals to be voted on, director nominees, and executive compensation. (This document contains the information presented in this analysis, outlining the key proposals and ownership details for Palmer Square Capital BDC Inc.)

BDC

Business Development Company. A type of closed-end investment company that invests in small and medium-sized companies and distressed companies, often providing capital for them. (Palmer Square Capital BDC Inc. operates under this structure, indicating its investment focus and regulatory framework.)

1940 Act

The Investment Company Act of 1940. A U.S. federal law that regulates investment companies, including BDCs, to protect investors. (Defines terms like 'interested director' and 'control' relevant to the governance and management of PSBD.)

Beneficial Ownership

The actual right to use or enjoy the benefits of a security, even if it is registered in someone else's name. (Key to understanding who has significant influence or control over PSBD's voting power, as detailed in the 'Security Ownership' section.)

Independent Director

A director who has no material relationship with the company other than their service as a director. (Important for corporate governance, ensuring objective oversight. The company highlights its independent directors' recommendations.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or participate in other shareholder rights. (Determines eligibility to vote at the December 18, 2025, annual meeting.)

Year-Over-Year Comparison

This analysis is based on a DEF 14A filing, which typically focuses on upcoming annual meetings and related proposals rather than year-over-year financial performance comparisons. Information regarding revenue, margins, or debt-to-equity ratios from a previous filing is not present in this document. The primary focus is on corporate governance and shareholder voting matters.

Key Financial Figures

• $0.001 — the holders of shares of common stock, $0.001 par value per share, (the “Stock

Filing Documents

• ea0265414-01.htm (DEF 14A) — 485KB
• tpalmer_logo.jpg (GRAPHIC) — 68KB
• tpalmer_logo1.jpg (GRAPHIC) — 68KB
• tproxy_001.jpg (GRAPHIC) — 951KB
• tproxy_002.jpg (GRAPHIC) — 830KB
• 0001213900-25-112841.txt ( ) — 3127KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of the Record Date, to our knowledge, no person would be deemed to control us, as such term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”). Our directors consist of interested directors and independent directors. An interested director is an “interested person,” as defined in Section 2(a)(19) the 1940 Act, of the Company (the “Interested Directors”), and independent directors are all other directors (the “Independent Directors”). The following table shows information as of the Record Date, unless otherwise indicated, regarding the beneficial ownership of our Common Stock by: (i) each person that the Company believes beneficially holds more than 5% of the outstanding shares of Common Stock based solely on the Company’s review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 16 of the Exchange Act; (ii) each director and nominee; (iii) each executive officer of the Company; and (iv) all directors and executive officers as a group. As of the Record Date, 31,478,948 shares of our Common Stock were issued and outstanding. Unless otherwise indicated, all persons named as beneficial owners of our Common Stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned. In addition, unless otherwise indicated, the address for each person named below is c/o Palmer Square Capital BDC Inc., Attention: Secretary, 1900 Shawnee Mission Parkway, Suite 315, Mission Woods, Kansas 66205. Name and Address   Shares Owned (1)   Percentage of Common Stock Outstanding (2) Christopher D. Long   98,005 &#x2

View Full Filing

View this DEF 14A filing on SEC EDGAR