Golub Capital BDCs Set Virtual Annual Meeting, Director Elections

TL;DR

**Vote FOR the directors and auditor; Golub insiders and institutional funds hold significant sway, ensuring stability in these BDCs.**

AI Summary

Golub Capital BDC 4, Inc., Golub Capital Direct Lending Corporation, and Golub Capital Direct Lending Unlevered Corporation (collectively, the "Companies") are holding a Joint Annual Meeting of Stockholders virtually on February 2, 2026, at 11:30 a.m. Eastern Time. Stockholders will vote on the election of two Class I directors for each Company, who will serve until the 2029 Annual Meeting. Additionally, stockholders will ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for each Company 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. 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 decisions 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 and the ratification of Ernst & Young LLP as the auditor directly impact corporate oversight and financial integrity, which are paramount for investor confidence. The significant beneficial ownership by Lawrence E. Golub and David B. Golub, at 9.5% of GBDC 4, 19.3% of GDLC, and 10.1% of GDLCU, highlights their influence and alignment with shareholder interests. In a competitive direct lending market, strong governance and transparent financial reporting, as facilitated by these proposals, are key differentiators for these BDCs.

Risk Assessment

Risk Level: low — The risk level is low as this filing primarily concerns routine annual meeting proposals: director elections and auditor ratification. There are no indications of contentious votes or significant changes in corporate strategy. The unanimous recommendation from the Boards of Directors for all proposals further reduces uncertainty.

Analyst Insight

Investors should review the director nominees' qualifications and ratify Ernst & Young LLP to ensure continued sound governance and financial oversight. Given the unanimous board recommendation and the routine nature of the proposals, a 'FOR' vote is a straightforward action to support the current management and operational structure.

Key Numbers

• 71,496,901.607 — Shares of GBDC 4 common stock outstanding (As of Record Date December 5, 2025)
• 36,416,411.785 — Shares of GDLC common stock outstanding (As of Record Date December 5, 2025)
• 26,772,467.472 — Shares of GDLCU common stock outstanding (As of Record Date December 5, 2025)
• 9.5% — Beneficial ownership of GBDC 4 by Lawrence E. Golub and David B. Golub (Each controls 6,806,539.037 shares)
• 19.3% — Beneficial ownership of GDLC by Lawrence E. Golub and David B. Golub (Each controls 7,021,514.852 shares)
• 10.1% — Beneficial ownership of GDLCU by Lawrence E. Golub and David B. Golub (Each controls 2,693,778.673 shares)
• 18.6% — Beneficial ownership of GBDC 4 by Cliffwater Corporate Lending Fund (Represents 13,333,333.333 shares)
• 9.2% — Beneficial ownership of GDLC by Cliffwater Corporate Lending Fund (Represents 3,336,385.647 shares)
• 5.5% — Beneficial ownership of GBDC 4 by Northrop Grumman Pension Master Trust (Represents 3,941,666.667 shares)
• February 2, 2026 — Date of Joint Annual Meeting of Stockholders (Meeting to be held virtually at 11:30 a.m. Eastern Time)

Key Players & Entities

• Golub Capital BDC 4, Inc. (company) — Registrant for DEF 14A filing
• Golub Capital Direct Lending Corporation (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 interested director, beneficial owner of 9.5% of GBDC 4, 19.3% of GDLC, and 10.1% of GDLCU
• Lawrence E. Golub (person) — Interested director, beneficial owner of 9.5% of GBDC 4, 19.3% of GDLC, and 10.1% of GDLCU
• Ernst & Young LLP (company) — Independent registered public accounting firm proposed for ratification
• Cliffwater Corporate Lending Fund (company) — Beneficial owner of 18.6% of GBDC 4 and 9.2% of GDLC
• Northrop Grumman Pension Master Trust (company) — Beneficial owner of 5.5% of GBDC 4
• Wu-Kwan Kit (person) — Secretary of the Companies
• GC Advisors LLC (company) — Investment adviser to each of the Companies

FAQ

Industry Context

Golub Capital BDC 4, Inc. operates within the business development company (BDC) sector, which is characterized by direct lending to middle-market companies. This sector is influenced by interest rate environments, credit market conditions, and regulatory frameworks governing investment companies. Competition among BDCs for attractive investment opportunities is a key factor.

Regulatory Implications

As a BDC, Golub Capital BDC 4, Inc. is subject to the Investment Company Act of 1940, which imposes regulations on its investment activities, leverage, and corporate governance. Compliance with these regulations, including director independence rules and reporting requirements, is critical to its operations and investor protection.

What Investors Should Do

1. Review director nominees and vote for their election.
2. Vote to ratify the selection of Ernst & Young LLP as the independent auditor.
3. Note the significant ownership stakes held by Lawrence E. Golub, David B. Golub, Cliffwater Corporate Lending Fund, and Northrop Grumman Pension Master Trust.

Key Dates

• 2026-02-02: Joint Annual Meeting of Stockholders for Golub Capital BDC 4, Inc., Golub Capital Direct Lending Corporation, and Golub Capital Direct Lending Unlevered Corporation — Stockholders will vote on director elections and ratification of the independent auditor. The virtual format and specific time (11:30 a.m. ET) are key details for participation.
• 2025-12-05: Record Date for the Joint Annual Meeting of Stockholders — Establishes the list of eligible stockholders for voting. The number of outstanding shares as of this date (71,496,901.607 for GBDC 4) is crucial for determining voting power and potential ownership thresholds.
• 2026-09-30: Fiscal Year End for Golub Capital BDC 4, Inc. — This date marks the end of the fiscal period for which Ernst & Young LLP will serve as the independent registered public accounting firm, and financial results for this period will be reported.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's 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 and the voting decisions of shareholders.)

BDC

Business Development Company. A type of closed-end investment company that makes investments in the securities of eligible small and medium-sized American businesses and financially troubled companies. (Golub Capital BDC 4, Inc. operates under this structure, which has specific regulatory requirements and investment strategies.)

1940 Act

The Investment Company Act of 1940. A U.S. federal law that regulates investment companies, including BDCs, and aims to protect investors. (This act defines terms like 'control' and 'interested person,' which are relevant to the governance and director classifications within the Companies.)

Beneficial Ownership

The ownership of a security that entails the power to use or enjoy its benefits, including the power to direct the use or disposition of the security. It can be held directly or indirectly. (This concept is used to determine who has voting power and significant influence over the Companies, as detailed in the 'Security Ownership' section.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote at a shareholder meeting, or exercise other rights. (Crucial for determining voting eligibility for the upcoming annual meeting.)

Year-Over-Year Comparison

This filing pertains to the upcoming annual meeting and focuses on director elections and auditor ratification. Specific comparative financial metrics (revenue, net income, margins) from a previous filing are not detailed within this DEF 14A excerpt. However, the outstanding share counts and ownership percentages provide a snapshot as of December 5, 2025, which can be compared to prior periods if available in other filings.

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