Golub Capital Entities Set Virtual Annual Meeting for Feb 2026

TL;DR

**Vote FOR the director elections and auditor ratification; insider ownership is strong, signaling confidence in Golub Capital's direct lending strategy.**

AI Summary

Golub Capital Direct Lending Corp (GDLC), along with Golub Capital BDC 4, Inc. (GBDC 4) and Golub Capital Direct Lending Unlevered Corporation (GDLCU), is holding a Joint Annual Meeting of Stockholders virtually on February 2, 2026, at 11:30 a.m. Eastern Time. The primary agenda items include the election of two Class I directors for each company, who will serve until the 2029 Annual Meeting, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending September 30, 2026. As of the December 5, 2025 record date, GBDC 4 had 71,496,901.607 shares outstanding, GDLC had 36,416,411.785 shares outstanding, and GDLCU had 26,772,467.472 shares outstanding. Lawrence E. Golub and David B. Golub each beneficially own 9.5% of GBDC 4, 19.3% of GDLC, and 10.1% of GDLCU, totaling over $100,000 in equity securities for each company. Cliffwater Corporate Lending Fund holds 18.6% of GBDC 4 and 9.2% of GDLC, while Northrop Grumman Pension Master Trust owns 5.5% of GBDC 4. The Boards of Directors unanimously recommend voting 'FOR' all proposals.

Why It Matters

This DEF 14A filing outlines crucial governance matters for investors in Golub Capital BDC 4, Inc., Golub Capital Direct Lending Corporation, and Golub Capital Direct Lending Unlevered Corporation. The election of Class I directors will shape the strategic direction and oversight of these business development companies until 2029, directly impacting long-term shareholder value. Ratifying Ernst & Young LLP ensures continued financial transparency and regulatory compliance, which is vital for investor confidence in a competitive direct lending market. The significant beneficial ownership by insiders like Lawrence E. Golub and David B. Golub, holding 9.5% to 19.3% across the entities, aligns management interests with shareholder returns, a key factor for investors.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections and auditor ratification, which are standard for publicly traded entities. There are no indications of significant financial distress, operational changes, or regulatory challenges that would elevate the risk profile. The unanimous recommendation from the Boards of Directors for all proposals further suggests a stable and uncontested agenda.

Analyst Insight

Investors should review the director nominees' qualifications and ratify Ernst & Young LLP to ensure sound governance and financial oversight. Given the significant insider ownership by Lawrence E. Golub and David B. Golub, shareholders can infer a strong alignment of interests, suggesting a 'FOR' vote on the proposals is prudent.

Key Numbers

• 2026-02-02 — Joint Annual Meeting Date (Date of the virtual meeting for stockholders)
• 11:30 a.m. — Meeting Time (Eastern Time for the virtual Annual Meeting)
• 2025-12-05 — Record Date (Date for determining stockholders eligible to vote)
• 71,496,901.607 — GBDC 4 Shares Outstanding (Total common stock outstanding as of December 5, 2025)
• 36,416,411.785 — GDLC Shares Outstanding (Total common stock outstanding as of December 5, 2025)
• 26,772,467.472 — GDLCU Shares Outstanding (Total common stock outstanding as of December 5, 2025)
• 9.5% — Lawrence E. Golub's GBDC 4 Ownership (Beneficial ownership percentage in GBDC 4)
• 19.3% — Lawrence E. Golub's GDLC Ownership (Beneficial ownership percentage in GDLC)
• 10.1% — Lawrence E. Golub's GDLCU Ownership (Beneficial ownership percentage in GDLCU)
• 18.6% — Cliffwater Corporate Lending Fund GBDC 4 Ownership (Beneficial ownership percentage in GBDC 4)

Key Players & Entities

• Golub Capital Direct Lending Corp (company) — Registrant for DEF 14A filing
• Golub Capital BDC 4, Inc. (company) — Registrant for DEF 14A filing
• Golub Capital Direct Lending Unlevered Corporation (company) — Registrant for DEF 14A filing
• David B. Golub (person) — Chief Executive Officer and beneficial owner
• Lawrence E. Golub (person) — Beneficial owner and control person of GGP Holdings L.P.
• Ernst & Young LLP (company) — Independent registered public accounting firm
• Cliffwater Corporate Lending Fund (company) — Beneficial owner of GBDC 4 and GDLC
• Northrop Grumman Pension Master Trust (company) — Beneficial owner of GBDC 4
• SEC (regulator) — Securities and Exchange Commission
• GC Advisors LLC (company) — Investment adviser to the Companies

FAQ

Industry Context

Golub Capital Direct Lending Corp operates within the direct lending sector, a segment of the alternative investment industry focused on providing loans directly to companies, often those that are middle-market or sponsor-backed. This sector is characterized by its role in filling financing gaps left by traditional banks and its sensitivity to interest rate environments and credit market conditions.

Regulatory Implications

As a BDC, GDLC is subject to the regulations of the Investment Company Act of 1940, which imposes rules on its investment activities, leverage, and corporate governance. The classification of directors as 'interested' or 'independent' under this Act is a key compliance point.

What Investors Should Do

1. Review director nominees and their qualifications to ensure alignment with the company's strategic direction and governance standards.
2. Understand the ownership structure, particularly the significant stakes held by Lawrence E. Golub, David B. Golub, and Cliffwater Corporate Lending Fund, to assess potential influence and alignment of interests.
3. Confirm the ratification of Ernst & Young LLP as the independent auditor, which is crucial for financial statement reliability and investor confidence.

Key Dates

• 2026-02-02: Joint Annual Meeting of Stockholders for GDLC, GBDC 4, and GDLCU — Key date for voting on director elections and auditor ratification, impacting corporate governance and financial oversight.
• 2025-12-05: Record Date for determining stockholders eligible to vote — Establishes the set of shareholders who have the right to vote at the upcoming annual meeting.

Glossary

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates investment companies, including business development companies (BDCs) like GDLC. (Defines terms like 'control' and 'interested person', which are crucial for understanding board composition and regulatory compliance for GDLC.)

Interested Director

A director of a company who is an 'interested person' as defined by the 1940 Act. (Helps categorize directors and understand potential conflicts of interest or regulatory scrutiny related to their roles within the BDC structure.)

Independent Director

A director who is not an 'interested person' as defined by the 1940 Act. (Indicates directors who are expected to provide objective oversight and are crucial for meeting regulatory requirements and maintaining good corporate governance.)

Beneficial Ownership

The ultimate right to use or enjoy the benefits of a security, which may include voting or investment power, even if the securities are not held directly in one's name. (Used to determine significant shareholders and management's stake in the company, as detailed in the security ownership table.)

Year-Over-Year Comparison

This filing is a DEF 14A, which primarily concerns the annual meeting agenda and related disclosures, rather than a comprehensive financial performance comparison to a prior period. Key metrics like revenue, net income, and margins are not detailed in this specific document. The focus is on corporate governance elements such as director elections and auditor ratification, along with updated security ownership information as of the record date.

Key Financial Figures

• $100,000 — ted Directors Lawrence E. Golub Over $100,000 Over $100,000 Over $100,000 David B. G
• $1 — (1) Dollar ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,
• $10,000 — Dollar ranges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 or o
• $10,001 — anges are as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 or over $100,
• $50,000 — e as follows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 or over $100,000. Th
• $50,001 — ows: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000 or over $100,000. The followi
• $100,000 K — . Baily GBDC (Nasdaq) Common Stock Over $100,000 Kenneth F. Bernstein Kenneth F. Bernstein

Filing Documents

• gbdc-20251212.htm (DEF 14A) — 397KB
• gbdc-20251212_g1.jpg (GRAPHIC) — 641KB
• gbdc-20251212_g2.jpg (GRAPHIC) — 331KB
• gbdc-20251212_g3.jpg (GRAPHIC) — 638KB
• gbdc-20251212_g4.jpg (GRAPHIC) — 193KB
• gbdc-20251212_g5.jpg (GRAPHIC) — 650KB
• gbdc-20251212_g6.jpg (GRAPHIC) — 339KB
• 0001901612-25-000066.txt ( ) — 7251KB
• gbdc-20251212.xsd (EX-101.SCH) — 1KB
• gbdc-20251212_htm.xml (XML) — 2KB

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" any of the Companies, as such term is defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Each Company's board is composed of the same individuals. These directors consist of interested directors and independent directors. An interested director is an "interested person" of a Company, as defined in the 1940 Act, and independent directors are all other directors (the "Independent Directors"). 6 The following table sets forth, as of December 5, 2025, certain ownership information with respect to each Company's Common Stock for those persons who beneficially own more than 5 percent of a Company's outstanding Common Stock and all executive officers and directors individually and as a group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Name and Address GBDC 4 (2) % GDLC (3) % GDLCU (4) % Lawrence E. Golub (1) Beneficial 6,806,539.037 9.5% 7,021,514.852 19.3% 2,693,778.673 10.1% David B. Golub (1) Beneficial 6,806,539.037 9.5% 7,021,514.852 19.3% 2,693,778.673 10.1% John T. Baily (1) N/A — — — — — — Kenneth F. Bernstein (1) N/A — — — — — — Lofton P. Holder (1) N/A — — — — — — Anita J. Rival (1) N/A — — — — — — William M. Webster IV (1) N/A — — — — — — Christopher C. Ericson (1) N/A — — — — — — Wu-Kwan Kit (1) N/A — — — — — — All executive officers and directors as a group Beneficial 6,806,539.037 9.5% 7,021,514.852 19.3% 2,693,778.670 10.1% Cliffwater Corporate Lending Fund (5) Beneficial 13,333,333.333 18.6% 3,336,385.647 9.2% — — Northrop Grumman Pension Master Trust (6) Beneficial 3,941,666.667 5.5% — — — — ______________ (1) The business address for each of our officers and directors is c/o Golub Capital, 200 Park Avenue, 25th Floor, New York, NY 10166. (2)

View Full Filing

View this DEF 14A filing on SEC EDGAR