BIP Ventures Evergreen BDC Sees 48% Investment Surge, Profit Turnaround

TL;DR

**BIP Ventures Evergreen BDC is on a tear, with investments and profits soaring, but watch that Mediafly note extension.**

AI Summary

BIP Ventures Evergreen BDC reported a significant increase in total investments, reaching $126,944,983 at September 30, 2025, up from $85,859,132 at December 31, 2024. This 47.85% growth was driven by both non-controlled/non-affiliated and non-controlled/affiliated investments. Net investment income saw a substantial turnaround, moving from a loss of $8,821 for the nine months ended September 30, 2024, to a gain of $2,015,746 for the same period in 2025. The company also experienced a robust net change in unrealized gain on investments, totaling $15,885,361 for the nine months ended September 30, 2025, compared to $8,381,674 in the prior year. Total net assets increased to $138,326,618 from $94,318,492, reflecting strong operational performance and capital raises. However, cash and cash equivalents decreased by 18.98% to $4,685,580 from $5,783,352, primarily due to significant payments for purchases of investments totaling $25,216,826. A key risk highlighted is the unexecuted extension of the Mediafly, Inc. convertible note, which matured on March 1, 2025, despite terms being agreed upon.

Why It Matters

This filing reveals BIP Ventures Evergreen BDC's aggressive growth strategy, with a nearly 48% increase in total investments, signaling strong confidence in its portfolio companies. The shift from a net investment loss to a profit of over $2 million is a critical indicator for investors, suggesting improved operational efficiency and successful investment selection. For employees and customers of portfolio companies like Mediafly and ShiftMed, this growth could mean continued funding and expansion opportunities. In a competitive BDC landscape, BIP Ventures' ability to generate significant unrealized gains and attract new capital, evidenced by $26.26 million in common share issuances, positions it as a notable player, especially in the healthcare and enterprise SaaS sectors.

Risk Assessment

Risk Level: medium — The risk level is medium due to the significant concentration of investments in Level 3 assets, which rely on unobservable inputs for valuation, making them inherently less liquid and more subjective. Specifically, 91.8% of the Company's net assets, or $126.9 million, are in restricted securities as of September 30, 2025. Additionally, the Senior Secured Convertible Note for Mediafly, Inc., with a par amount of $48,500,000, matured on March 1, 2025, and its extension has not been formally executed, posing a potential liquidity or valuation risk.

Analyst Insight

Investors should scrutinize the valuation methodologies for BIP Ventures Evergreen BDC's Level 3 investments, which constitute a large portion of its portfolio. Given the unexecuted extension of the Mediafly, Inc. convertible note, investors should seek further clarification on its status and potential impact on the company's financial health. Consider this a growth-oriented BDC with higher risk due to illiquid assets, but also higher potential returns.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$126,944,983

total Debt

N/A

net Income

$2,015,746

eps

N/A

gross Margin

N/A

cash Position

$4,685,580

revenue Growth

N/A

Key Numbers

• $126,944,983 — Total investments at fair value (Increased by 47.85% from $85,859,132 at December 31, 2024)
• $2,015,746 — Net investment income (Turnaround from a loss of $8,821 for the nine months ended September 30, 2024)
• $15,885,361 — Net change in unrealized gain on investments (Increased from $8,381,674 for the nine months ended September 30, 2024)
• $138,326,618 — Total net assets (Increased from $94,318,492 at December 31, 2024)
• $4,685,580 — Cash and cash equivalents (Decreased by 18.98% from $5,783,352 at December 31, 2024)
• $25,216,826 — Payments for purchases of investments (Significant cash outflow for the nine months ended September 30, 2025)
• $48,500,000 — Mediafly, Inc. Senior Secured Convertible Note (Matured on March 1, 2025, with an unexecuted extension)
• 91.8% — Percentage of net assets in restricted securities (Represents $126.9 million of total investments as of September 30, 2025)
• $26,260,199 — Proceeds from issuance of common shares (For the nine months ended September 30, 2025, indicating capital raising success)
• $33.61 — Net asset value per share (Increased from $29.83 at December 31, 2024)

Key Players & Entities

• BIP Ventures Evergreen BDC (company) — Registrant
• Mediafly, Inc. (company) — Portfolio company with unexecuted convertible note extension
• Kythera Labs, Inc. (company) — Portfolio company
• CareSave Technologies, Inc. (d/b/a ShiftMed) (company) — Portfolio company
• Pointivo, Inc. (company) — Portfolio company
• ChartSpan Medical Technologies, Inc. (company) — Affiliated portfolio company
• Integrative Life Network, LLC (company) — Affiliated portfolio company
• Istios Health, LLC (company) — Affiliated portfolio company
• Korio, Inc. (company) — Affiliated portfolio company
• Peregrine Health, Inc. (company) — Affiliated portfolio company

FAQ

Risk Factors

• Mediafly, Inc. Convertible Note Extension Risk [high — financial]: The Company faces a risk due to the unexecuted extension of the $48,500,000 Mediafly, Inc. Senior Secured Convertible Note, which matured on March 1, 2025. Despite agreement on terms, the extension has not been formally executed, creating uncertainty around the recovery or restructuring of this significant investment.
• Concentration of Investments [medium — financial]: The Company's investments are concentrated, with 91.8% of net assets, totaling $126.9 million, represented by restricted securities as of September 30, 2025. This concentration increases the risk associated with the performance of a limited number of portfolio companies.
• Cash Burn for Investment Purchases [medium — operational]: Significant cash outflows for investment purchases, amounting to $25,216,826 for the nine months ended September 30, 2025, have led to a decrease in cash and cash equivalents by 18.98% to $4,685,580. This trend could impact the Company's liquidity if not managed carefully.
• Valuation of Investments [medium — market]: The Company's net change in unrealized gain on investments was $15,885,361 for the nine months ended September 30, 2025. Fluctuations in the fair value of these investments, particularly restricted securities, can significantly impact net asset value and overall financial performance.

Industry Context

As a Business Development Company (BDC), BIP Ventures Evergreen BDC operates within a sector focused on providing capital to small and medium-sized businesses, often in the venture capital and private equity space. The industry is characterized by a need for capital appreciation and income generation, with BDCs playing a crucial role in bridging funding gaps for companies not yet ready for public markets. Regulatory oversight under the 1940 Act shapes operational and investment strategies.

Regulatory Implications

As a BDC regulated under the Investment Company Act of 1940, BIP Ventures Evergreen BDC must adhere to specific rules regarding its investment activities, portfolio composition, and reporting. The 'eligible portfolio company' definition and restrictions on 'non-qualifying' investments are key considerations. Compliance with these regulations is essential for its operational status and investor confidence.

What Investors Should Do

1. Monitor the resolution of the Mediafly, Inc. convertible note extension.
2. Evaluate the impact of investment concentration.
3. Analyze the sustainability of cash deployment for investments.
4. Review the drivers of unrealized gains.

Key Dates

• 2025-03-01: Mediafly, Inc. Senior Secured Convertible Note Matured — This maturity date for a significant investment ($48,500,000) presents a risk due to the unexecuted extension, impacting potential returns and capital deployment.
• 2025-09-30: End of Nine Months Reporting Period — Key financial performance indicators such as total investments, net investment income, and net asset value are reported as of this date, showing substantial growth and a positive shift in profitability.
• 2024-09-30: Prior Year Nine Months Reporting Period — Provides a comparative baseline for the current period's performance, highlighting the significant turnaround in net investment income from a loss to a gain.
• 2024-12-31: Prior Year End Reporting Period — Used as a comparison point for the current period's total investments and total net assets, demonstrating significant growth.

Glossary

BDC

Business Development Company. A type of closed-end investment company that makes investments in small and medium-sized U.S. businesses. (BIP Ventures Evergreen BDC is regulated as a BDC, which dictates its investment strategies and regulatory compliance requirements.)

Net Asset Value (NAV) per Share

The market value of a company's assets minus its liabilities, divided by the number of outstanding shares. (The NAV per share increased to $33.61 from $29.83, indicating growth in shareholder value.)

Incentive Allocation

A performance-based fee paid to the investment adviser, which is reflected in the NAV per share calculation. (This allocation impacts the net proceeds realized by common shareholders and is a key component of the adviser's compensation structure.)

Accredited Investor

An investor who meets certain income or net worth requirements and is therefore presumed to be able to afford more risk. (The Company's shares are offered only to accredited investors, limiting the pool of potential investors but aligning with regulatory exemptions.)

Restricted Securities

Securities that cannot be freely resold in the public market due to contractual restrictions or regulatory requirements. (A significant portion (91.8%) of the Company's investments are in restricted securities, which can affect liquidity and valuation.)

Year-Over-Year Comparison

BIP Ventures Evergreen BDC has demonstrated significant growth in its investment portfolio, with total investments increasing by 47.85% to $126,944,983 from $85,859,132. A notable turnaround in profitability is evident, with net investment income shifting from a loss of $8,821 in the prior year's nine-month period to a gain of $2,015,746. Total net assets have also grown substantially to $138,326,618 from $94,318,492. However, cash and cash equivalents have decreased by 18.98% due to substantial investment outlays, and a key risk remains the unexecuted extension of the Mediafly, Inc. convertible note.

Key Financial Figures

• $0.01 — hares of beneficial interest, par value $0.01 per share Indicate by check mark whet
• $126.9 million — egate fair value of these securities is $126.9 million or 91.8% of the Company's net assets.

Filing Documents

• ck0001950572-20250930.htm (10-Q) — 3545KB
• ck0001950572-ex31_1.htm (EX-31.1) — 13KB
• ck0001950572-ex31_2.htm (EX-31.2) — 13KB
• ck0001950572-ex32_1.htm (EX-32.1) — 6KB
• ck0001950572-ex32_2.htm (EX-32.2) — 6KB
• 0001193125-25-271491.txt ( ) — 11826KB
• ck0001950572-20250930.xsd (EX-101.SCH) — 851KB
• ck0001950572-20250930_htm.xml (XML) — 2981KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 1

Financial Statements

Item 1. Financial Statements 1 1 2 3 5 Schedules of Investments 6

Notes to Financial Statements

Notes to Financial Statements 10

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 27

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 38

Controls and Procedures

Item 4. Controls and Procedures 39

OTHER INFORMATION

PART II. OTHER INFORMATION 40

Legal Proceedings

Item 1. Legal Proceedings 40

Risk Factors

Item 1A. Risk Factors 40

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 40

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 40

Other Information

Item 5. Other Information 40

Exhibits

Item 6. Exhibits 41

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This report contains forward-looking statements that involve substantial known and unknown risks, uncertainties and other factors. Undue reliance should not be placed on such statements. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about BIP Ventures Evergreen BDC (the "Company", "we", "us", "our"), current and prospective portfolio investments, industry, beliefs and the Company's assumptions. Words such as "anticipates," "expects," "intends," "plans," "will," "may," "continue," "believes," "seeks," "estimates," "would," "could," "should," "targets," "projects," and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company's control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including: our future operating results; our business prospects and the prospects of our portfolio companies; the effect of investments that we expect to make and the competition for those investments; our ability to raise capital; geo-political conditions, including revolution, insurgency, terrorism or war; political uncertainty resulting from recent events, including changes to U.S. trade policies; the impact of changing regulations and implementation of tariffs on goods; general economic, logistical and political trends and other external factors, including the impact of a potential prolonged U.S. government shutdown; potential economic downturns, interest rate volatility, loss of key personnel, and the illiquid nature of investments; the ability of our portfolio companies to achieve their objectives; our current and expected financing arrangements and investme

FINA NCIAL INFORMATION

PART I. FINA NCIAL INFORMATION

Financ ial Statements

Item 1. Financ ial Statements BIP Ventures Evergreen BDC September 30, 2025 (unaudited) December 31, 2024 Assets Investments Non-controlled / non-affiliated investments (cost of $ 70,233,145 and $ 61,499,481 at September 30, 2025 and December 31, 2024, respectively) $ 91,563,778 $ 72,977,228 Non-controlled / affiliated investments (cost of $ 29,348,730 and $ 12,881,904 at September 30, 2025 and December 31, 2024, respectively) 35,381,205 12,881,904 Total investments, at fair value (cost of $ 99,581,875 and $ 74,381,385 at September 30, 2025 and December 31, 2024, respectively) 126,944,983 85,859,132 Cash and cash equivalents 4,685,580 5,783,352 Interest receivable 10,224,719 6,144,693 Prepaid expenses 115,651 — Total assets $ 141,970,933 $ 97,787,177 Liabilities Management fees payable $ 559,516 $ 392,167 Incentive fees payable 2,780,956 2,780,956 Accrued audit and tax fees 180,416 214,350 Accrued expenses and other liabilities 43,499 81,212 Distribution payable 79,928 — Total liabilities $ 3,644,315 $ 3,468,685 Commitments and contingencies (Note 6) Net assets Common shares, par value $ 0.01 per share, unlimited shares authorized ( 3,996,368 and 3,161,369 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively) 39,964 31,614 Paid-in-capital in excess of par value 108,718,154 82,466,305 Total distributable earnings (losses) 25,578,989 11,820,573 Net assets attributable to common shareholders 134,337,107 94,318,492 Incentive allocation attributable to the Investment Adviser 3,989,511 — Total net assets 138,326,618 94,318,492 Total liabilities and net assets $ 141,970,933 $ 97,787,177 Net asset value per share attributable to common shareholders (a) $ 33.61 $ 29.83 a. Calculated using net assets attributable to common shareholders

Notes to Financial Statements

Notes to Financial Statements (unaudited) Note 1. Organization BIP Ventures Evergreen BDC (the "Company") is an externally managed, non-diversified closed-end management investment company that is regulated as a business development company (a "BDC") under the Investment Company Act of 1940, as amended (the "1940 Act"). In addition, for tax purposes, the Company is taxed as a partnership under the U.S. Internal Revenue Code of 1986, as amended (the "Code"). The Company was formed as a Delaware statutory trust on August 10, 2022 and filed its initial registration statement on Form 10 on June 20, 2023. The Company is managed by BIP Capital, LLC, doing venture capital business as BIP Ventures (the "Investment Adviser"), a Delaware limited liability company and a registered investment adviser under the Investment Advisers Act of 1940, as amended. The Investment Adviser oversees the management of the Company's activities and is responsible for making investment decisions with respect to the Company's portfolio. The Company's primary investment objective is to maximize capital appreciation. The Company intends to achieve this objective primarily by investing in a portfolio consisting of common and preferred equity investments, including through the use of convertible notes, in U.S.-based portfolio companies, which qualify as "eligible portfolio companies" under the 1940 Act. The Company may also invest on an opportunistic basis in "non-qualifying" investments, such as investments in non-U.S. companies that otherwise meet the Company's objectives and strategies. The Company is conducting a continuous and perpetual private offering (the "Private Offering") of its shares of common beneficial interests, par value of $ 0.01 per share (the "Shares"), in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Shares are being offered solely to investors that are "accredited investors" as define

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