Golub Capital Entities Set Virtual Annual Meeting for Feb 2, 2026

TL;DR

**Vote 'FOR' the directors and auditor to maintain stability and strong governance at Golub Capital's direct lending entities.**

AI Summary

Golub Capital Direct Lending Unlevered Corp (GDLCU), along with Golub Capital BDC 4, Inc. (GBDC 4) and Golub Capital Direct Lending Corporation (GDLC), is holding its 2026 Joint Annual Meeting of Stockholders virtually on February 2, 2026, at 11:30 a.m. Eastern Time. Stockholders will vote on two key proposals: 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, GDLCU had 26,772,467.472 shares outstanding. Lawrence E. Golub and David B. Golub each beneficially own 2,693,778.673 shares, representing 10.1% of GDLCU. All executive officers and directors as a group also hold 10.1% of GDLCU's common stock. The Boards of Directors unanimously recommend voting 'FOR' both proposals, emphasizing the importance of stockholder participation to ensure proper representation and quorum for the meeting.

Why It Matters

This DEF 14A filing outlines the governance agenda for Golub Capital Direct Lending Unlevered Corp and its affiliates, impacting investors through director elections and auditor ratification. The unanimous board recommendation for both proposals signals stability in leadership and financial oversight, which is crucial for investor confidence in the direct lending space. For employees, the continuity of the board and auditor suggests a stable operational environment. In a competitive market, transparent governance and robust financial controls, as indicated by the auditor's ratification, are vital for maintaining market trust and attracting capital.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A primarily concerns routine governance matters: the election of Class I directors and the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending September 30, 2026. The Boards of Directors unanimously recommend voting 'FOR' both proposals, indicating no contentious issues or significant changes in strategy or operations are being presented.

Analyst Insight

Investors should review the proxy materials and vote 'FOR' the recommended Class I directors and the ratification of Ernst & Young LLP to support the current governance structure and ensure continuity in financial oversight. Participation in the virtual meeting on February 2, 2026, is encouraged to ensure a quorum and proper representation of shares.

Key Numbers

• 2026-02-02 — Joint Annual Meeting Date (Date of the virtual annual meeting for all three companies)
• 2025-12-05 — Record Date (Date for determining stockholders eligible to vote)
• 26,772,467.472 — GDLCU Shares Outstanding (Total common stock shares of Golub Capital Direct Lending Unlevered Corporation as of Record Date)
• 71,496,901.607 — GBDC 4 Shares Outstanding (Total common stock shares of Golub Capital BDC 4, Inc. as of Record Date)
• 36,416,411.785 — GDLC Shares Outstanding (Total common stock shares of Golub Capital Direct Lending Corporation as of Record Date)
• 10.1% — Lawrence E. Golub's GDLCU Ownership (Percentage of GDLCU common stock beneficially owned by Lawrence E. Golub)
• 10.1% — David B. Golub's GDLCU Ownership (Percentage of GDLCU common stock beneficially owned by David B. Golub)
• 18.6% — Cliffwater Corporate Lending Fund GBDC 4 Ownership (Percentage of GBDC 4 common stock beneficially owned by Cliffwater Corporate Lending Fund)
• 9.2% — Cliffwater Corporate Lending Fund GDLC Ownership (Percentage of GDLC common stock beneficially owned by Cliffwater Corporate Lending Fund)
• 5.5% — Northrop Grumman Pension Master Trust GBDC 4 Ownership (Percentage of GBDC 4 common stock beneficially owned by Northrop Grumman Pension Master Trust)

Key Players & Entities

• Golub Capital Direct Lending Unlevered Corp (company) — Registrant for DEF 14A filing
• Golub Capital BDC 4, Inc. (company) — Co-registrant for Joint Annual Meeting
• Golub Capital Direct Lending Corporation (company) — Co-registrant for Joint Annual Meeting
• Ernst & Young LLP (company) — Independent registered public accounting firm to be ratified
• David B. Golub (person) — Chief Executive Officer and interested director
• Lawrence E. Golub (person) — Interested director and beneficial owner
• 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
• Wu-Kwan Kit (person) — Secretary of the Companies

Forward-Looking Statements

• The proposed Class I Directors will be elected. (Golub Capital Direct Lending Unlevered Corp.) — high confidence, target: July 10, 2024
• Deloitte & Touche LLP will be ratified as the independent auditor. (Golub Capital Direct Lending Unlevered Corp.) — high confidence, target: July 10, 2024

FAQ

Industry Context

Golub Capital Direct Lending Unlevered Corp operates within the direct lending sector, a key component of the alternative investment landscape. This market is characterized by private credit funds providing loans directly to companies, often those not served by traditional banks. The sector is influenced by broader economic conditions, interest rate environments, and regulatory developments impacting financial institutions.

Regulatory Implications

As a registered investment company, GDLCU is subject to the Investment Company Act of 1940. This imposes specific requirements regarding governance, disclosure, and operations. The company's reliance on independent auditors and the election of directors are key aspects of its compliance framework.

What Investors Should Do

1. Review director nominees and auditor ratification.
2. Ensure voting participation.
3. Note significant ownership by Golub family and Cliffwater.

Key Dates

• 2026-02-02: Joint Annual Meeting of Stockholders — This is the date for the virtual annual meeting where stockholders will vote on important proposals, including director elections and ratification of the independent auditor. Stockholder participation is crucial for achieving a quorum.
• 2025-12-05: Record Date — This date determines which stockholders are eligible to vote at the annual meeting. As of this date, GDLCU had 26,772,467.472 shares outstanding.

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 nominations, and executive compensation. (This document is the primary source of information for the annual meeting of Golub Capital Direct Lending Unlevered Corp and its related entities.)

Beneficial Ownership

The ownership of a security that entails the right to voting or investment control, regardless of whether the owner holds legal title. (This determines who has voting power and influence over the company's decisions, as detailed in the security ownership table.)

Interested Director

A director who is an 'interested person' as defined by the Investment Company Act of 1940. This typically includes individuals with certain business or financial relationships with the company. (The distinction between interested and independent directors is important for corporate governance and regulatory compliance under the 1940 Act.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization of companies, including mutual funds, closed-end funds, and unit investment trusts, and requires them to disclose relevant financial and operational information to the SEC. (This act governs the structure and operations of Golub Capital Direct Lending Unlevered Corp, influencing definitions like 'control' and 'interested person'.)

Quorum

The minimum number of stockholders required to be present at a meeting for business to be legally transacted. (The board emphasizes the importance of stockholder participation to ensure a quorum is met for the annual meeting to proceed.)

Year-Over-Year Comparison

This filing focuses on the upcoming 2026 Annual Meeting and details security ownership as of December 5, 2025. Specific comparative financial metrics like revenue growth, margin changes, or debt-to-equity ratios from a prior year's filing are not provided in this excerpt. The primary focus is on governance, director elections, and auditor ratification, alongside updated beneficial ownership information.

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