BBDC / Barings BDC, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 Barings BDC, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2026 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Num

TERMINATION AND CANCELLATION AGREEMENT

Exhibit 10.1 TERMINATION AND CANCELLATION AGREEMENT This Termination and Cancellation Agreement (this “Agreement”) is made this 29th day of May, 2026 between Barings BDC, Inc., a Maryland corporation (“BBDC”), and Barings LLC, a Delaware limited liability company (“Barings”). Reference is made to that certain credit support agreement (the “CSA”), dated February 25, 2022, by and between Barings and

CREDIT SUPPORT AGREEMENT

Exhibit 10.2 CREDIT SUPPORT AGREEMENT THIS CREDIT SUPPORT AGREEMENT (this “Agreement”) is dated as of May 29, 2026 and made by Barings LLC (“Barings”) in favor of Barings BDC, Inc. (“BBDC”). WITNESSTH: WHEREAS, Barings and BBDC are party to that certain third amended and restated investment advisory agreement, dated as June 24, 2023, pursuant to which Barings agreed to furnish investment advisory

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 Barings BDC, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2026 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

BARINGS BDC, INC. REPORTS FIRST QUARTER 2026 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2026 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., May 7, 2026 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2026 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., February 19, 2026 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2025 and announced that the Company’s Board of Directors (the “Board”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

LIST OF SUBSIDIARIES

Exhibit 21.1 LIST OF SUBSIDIARIES Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman Island limited liability company SIC Investment Holdings LLC, a limited liability company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2026 Barings BDC, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2026 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 Barings BDC, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of November 13, 2025, and effective as of the Amendment No. 1 Effective Date (as defined below), by and among BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

Barings BDC, Inc. Announces Chief Executive Officer Transition Thomas McDonnell to Succeed Eric Lloyd as CEO Effective January 1, 2026

Exhibit 99.1 Barings BDC, Inc. Announces Chief Executive Officer Transition Thomas McDonnell to Succeed Eric Lloyd as CEO Effective January 1, 2026 CHARLOTTE, N.C., November 6, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today announced that its Board of Directors has appointed Thomas Q. McDonnell as Chief Executive Officer, effective January 1, 2026. Mr. McDonnell will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 Barings BDC, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. REPORTS THIRD QUARTER 2025 RESULTS

Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2025 RESULTS CHARLOTTE, N.C., November 6, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the third quarter of 2025. Highlights Three Months Ended Three Months Ended Income Statement September 30, 2025 June 30, 2025 (dollars in millions, except per share data) Total Am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 Barings BDC, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. ANNOUNCES FOURTH QUARTER CASH DIVIDEND OF $0.26 PER SHARE AND ANNOUNCES CONFERENCE CALL TO DISCUSS THIRD QUARTER 2025 RESULTS

Exhibit 99.1 BARINGS BDC, INC. ANNOUNCES FOURTH QUARTER CASH DIVIDEND OF $0.26 PER SHARE AND ANNOUNCES CONFERENCE CALL TO DISCUSS THIRD QUARTER 2025 RESULTS CHARLOTTE, N.C., October 7, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today announced that the Company's Board of Directors (the “Board”) declared a quarterly cash dividend of $0.26 per share for the quarter ending

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2025 Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 Barings BDC, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fi

THIRD SUPPLEMENTAL INDENTURE BARINGS BDC, INC. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee DATED AS OF SEPTEMBER 15, 2025 THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE between BARINGS BDC, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee DATED AS OF SEPTEMBER 15, 2025 THIRD SUPPLEMENTAL INDENTURE THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of September 15, 2025 (the “Issue Date”), is between Barings BDC, Inc., a Maryland corporation (the “Company”), and U.S. Bank Tru

BARINGS BDC, INC. $300,000,000 Aggregate Principal Amount 5.200% Notes due 2028 UNDERWRITING AGREEMENT

Exhibit 1.1 BARINGS BDC, INC. $300,000,000 Aggregate Principal Amount 5.200% Notes due 2028 UNDERWRITING AGREEMENT September 8, 2025 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 ING Financial Markets LLC 1133 Avenue of the Americas New York, New York 10036 MUFG Securities Americas Inc. 1221 Avenue of the Americas, 6th Floor New York, NY 10020 SMBC Nikko Securities America

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2025 Barings BDC, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

$300,000,000 5.200% Notes due 2028

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-282335 PROSPECTUS SUPPLEMENT (to Prospectus dated September 26, 2024)   $300,000,000 5.200% Notes due 2028 We are offering $300,000,000 in aggregate principal amount of 5.200% notes due 2028, which we refer to as the Notes. The Notes will mature on September 15, 2028. We will pay interest on the Notes on March 15 and

CALCULATION OF FILING FEE TABLES Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 CALCULATION OF FILING FEE TABLES N-2 Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered S

Barings BDC, Inc. 5.200% Notes due 2028 PRICING TERM SHEET September 8, 2025

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated September 8, 2025 Relating to Preliminary Prospectus Supplement dated September 8, 2025 and Prospectus dated September 26, 2024 Registration No.

Subject to Completion, dated September 8, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

BARINGS BDC, INC. REPORTS SECOND QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., August 7, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the second quarter of 2025 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

Termination and Cancellation Agreement.**

Exhibit 10.1 TERMINATION AND CANCELLATION AGREEMENT This Termination and Cancellation Agreement (this “Agreement”) is made this 8th day of May, 2025 between Barings BDC, Inc., a Maryland corporation (“BBDC”), and Barings LLC, a Delaware limited liability company (“Barings”). Reference is made to that certain credit support agreement (the “CSA”), dated December 23, 2020, by and between Barings and

BARINGS BDC, INC. REPORTS FIRST QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2025 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., May 8, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2025 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Barings BDC, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com CLAY DOUGLAS [email protected] +1 202 261 3326 Direct March 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS, ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE AND DECLARES SPECIAL DIVIDENDS TOTALING $0.15 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS, ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE AND DECLARES SPECIAL DIVIDENDS TOTALING $0.15 PER SHARE CHARLOTTE, N.C., February 20, 2025 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2024 and announce

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2025 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Insider Trading Policy.*

Exhibit 19.1 5.2 Code of Ethics: Insider Trading and Reporting Requirements under Section 13 and 16 of the Securities Exchange Act of 1934 Entities: Barings Private Credit Corporation, Barings BDC, Inc., and Barings Capital Investment Corp. (each a “Company”) Compliance Policy: Securities Exchange Act of 1934 (“Policy”) Board Oversight Body: Full Board Original Date of Policy: August 2, 2018 Last

Amended and Restated Senior Secured Credit Agreement, dated as of November 5, 2024, by and among, among others, Barings BDC, Inc., as borrower, the lenders party thereto, and ING Capital LLC, as administrative agent.

Exhibit 10.1 Execution Version AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of November 5, 2024, among BARINGS BDC, INC. as Borrower The LENDERS Party Hereto ING CAPITAL LLC as Administrative Agent ING CAPITAL LLC, JPMORGAN CHASE BANK, N.A. BANK OF MONTREAL FIFTH THIRD BANK, NATIONAL ASSOCIATION WELLS FARGO SECURITIES, LLC and SUMITOMO MITSUI BANKING CORPORATION as Joint Lead Arra

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as July 2, 2024, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING, as administrative agent.**

63541748.7 Exhibit 10.1 Execution Version AMENDMENT NO. 5 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (BENCHMARK REPLACEMENT AMENDMENT) This AMENDMENT NO. 5 (this “Amendment”) dated as of July 2, 2024, and effective as of the Amendment No. 5 Effective Date (as defined below) by and between BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the

BARINGS BDC, INC. REPORTS THIRD QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., November 6, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the third quarter of 2024 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

Consent of Ernst & Young LLP*

Exhibit (n)(2) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions ”Financial Highlights” and “Experts” in the Prospectus included in this Registration Statement (Form N-2) of Barings BDC, Inc.

Consent of KPMG LLP*

Exhibit (n)(1) Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement on Form N-2 of our report dated February 22, 2024, with respect to the consolidated financial statements of Barings BDC, Inc.

Opinion and Consent of Dechert LLP*

Exhibit (l) 1900 K Street NW Washington, DC 20006 +1 202 261 3300 Main +1 202 261 3333 Fax www.

As filed with the Securities and Exchange Commission on September 25, 2024

As filed with the Securities and Exchange Commission on September 25, 2024 Securities Act Registration No.

Filing Fee Table*

Exhibit (s) EX. FILING FEES Calculation of Filing Fee Tables 0 Form N-2 (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

Statement of Eligibility of Trustee on Form T-1*

Exhibit (d)(4) securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S.

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

BARINGS BDC, INC. REPORTS SECOND QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., August 7, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the second quarter of 2024 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

Amendment No. 5 to Senior Secured Revolving Credit Agreement, dated as July 2, 2024, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and ING, as administrative agent.

Exhibit 10.1 63541748.7 AMENDMENT NO. 5 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT (BENCHMARK REPLACEMENT AMENDMENT) This AMENDMENT NO. 5 (this “Amendment”) dated as of July 2, 2024, and effective as of the Amendment No. 5 Effective Date (as defined below) by and between BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the Lenders (as defin

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

BARINGS BDC, INC. REPORTS FIRST QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2024 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., May 7, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2024 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend

$300,000,000 7.000% Notes due 2029

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-273253 Explanatory Note: The sole purpose of this filing is to add inline XBRL tagging to the Registrant's Prospectus Supplement dated February 7, 2024, filed on February 9, 2024 with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933 (the “Prospectus Supplement”). This

Calculation of Filing Fee Tables (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com CLAY DOUGLAS [email protected] +1 202 261 3326 Direct March 19, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Investment

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Barings BDC, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Alpine Funding LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation SIC Investment Holdings LLC, a limited liability company STRF Investment Holdings LLC, a Delaware limited liability company

Barings BDC, Inc. Clawback Policy*

Exhibit 99.7 BARINGS BDC, INC. CLAWBACK POLICY The Board of Directors (the “Board”) of Barings BDC, Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”) to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Section 303A.14 of the New York Stock Exchange Listed Company Manu

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., February 22, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2023 and announced that the Company’s Board of Directors (the “Board”)

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

BARINGS BDC, INC. $300,000,000 Aggregate Principal Amount 7.000% Notes due 2029 UNDERWRITING AGREEMENT

Exhibit 1.1 BARINGS BDC, INC. $300,000,000 Aggregate Principal Amount 7.000% Notes due 2029 UNDERWRITING AGREEMENT February 7, 2024 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, NC 28202 SMBC Nikko Securities America, Inc. 277 Park Avenue New York, New York 10172 BMO Capital Markets Corp. 151 W 42nd St. New York, New York 10036 Fifth Third Securities, Inc. 38 Fountain Sq

Second Supplemental Indenture, dated as of February 12, 2024, relating to the 7.000% Notes due 2029, by and between the Registrant and U.S. Bank Trust Company, National Association, as trustee (Filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2024 and incorporated herein by reference).

Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE between BARINGS BDC, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee DATED AS OF FEBRUARY 12, 2024 SECOND SUPPLEMENTAL INDENTURE THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of February 12, 2024 (the “Issue Date”), is between Barings BDC, Inc., a Maryland corporation (the “Company”), and U.S. Bank T

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Calculation of Filing Fee Tables (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Barings BDC, Inc.

$300,000,000 7.000% Notes due 2029

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-273253 PROSPECTUS SUPPLEMENT (to Prospectus dated July 14, 2023)   $300,000,000 7.000% Notes due 2029 We are offering $300,000,000 in aggregate principal amount of 7.000% notes due 2029, which we refer to as the Notes. The Notes will mature on February 15, 2029. We will pay interest on the Notes on February 15 and Au

The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and become effective under the Securities A

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-273253 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and become effective under the Securities Act of 1933, as amended. This preliminary prospectus supplemen

Barings BDC, Inc. $300,000,000 7.000% Notes due 2029 PRICING TERM SHEET February 7, 2024

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated February 7, 2024 Relating to Preliminary Prospectus Supplement dated February 7, 2024 and Prospectus dated July 14, 2023 Registration No.

BARINGS BDC, INC. REPORTS PRELIMINARY FOURTH QUARTER 2023 RESULTS

Exhibit 99.1 BARINGS BDC, INC. REPORTS PRELIMINARY FOURTH QUARTER 2023 RESULTS CHARLOTTE, N.C., January 25, 2024 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported preliminary financial and operating results for the fourth quarter of 2023. Preliminary Financial and Operating Results - Three Months Ended December 31, 2023 Per share highlights Three Months Ended Decembe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

BARINGS BDC, INC. REPORTS THIRD QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.26 PER SHARE CHARLOTTE, N.C., November 9, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the third quarter of 2023 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash divi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

* * *

October 17, 2023 Via EDGAR Lauren Hamilton, Staff Accountant Division of Investment Management Office of Disclosure and Review U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Barings BDC Investor Day OCTOBER 4–6, 2023 2 Disclaimers & Cautionary Notes Regarding Forward-Looking Statements Cautionary Notice: Certain statements contained in this presentation are "forward-looking" statements. Investors are cautioned not to pla

Barings BDC Investor Day OCTOBER 4–6, 2023 2 Disclaimers & Cautionary Notes Regarding Forward-Looking Statements Cautionary Notice: Certain statements contained in this presentation are "forward-looking" statements.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

BARINGS BDC, INC. REPORTS SECOND QUARTER 2023 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.26 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2023 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.26 PER SHARE CHARLOTTE, N.C., August 9, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the second quarter of 2023 and announced that the Company’s Board of Directors (the “Board”) declared a quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

Rule 17j-1 Code of Ethics*

Exhibit (r) 5.1 Code of Ethics: Code of Ethics Entities: Barings Private Credit Corporation, Barings BDC, Inc. and Barings Capital Investment Corp. (each a “Company”) Compliance Policy: Code of Ethics (“Policy”) Board Oversight Body: Full Board Original Date of Policy: August 2, 2018 Last Revision Date: March 15, 2021 5.1.1 Introduction Each Company is required to adopt a Code of Ethics (“Code”) p

Filing Fee Table*

Exhibit (s) EX. FILING FEES Calculation of Filing Fee Tables Form N-2 (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

As filed with the Securities and Exchange Commission on July 14, 2023

As filed with the Securities and Exchange Commission on July 14, 2023 Securities Act Registration No.

Consent of KPMG LLP*

Exhibit (n)(1) Consent of Independent Registered Public Accounting Firm We consent to the use in this Registration Statement on Form N-2 of our reports dated February 23, 2023, with respect to the consolidated financial statements of Barings BDC, Inc.

Statement of Eligibility of Trustee on Form T-1*

Exhibit (d)(4) securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ☐ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S.

Opinion and Consent of Dechert LLP*

Exhibit (l) 1900 K Street NW Washington, DC 20006 +1 202 261 3300 Main +1 202 261 3333 Fax www.

Consent of Ernst & Young LLP*

Exhibit (n)(3) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions “Financial Highlights” and “Experts” in the Prospectus included in this Registration Statement (Form N-2) of Barings BDC, Inc.

Third Amended and Restated Investment Advisory Agreement, dated June 24, 2023, by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit (g)(1) to the Registrant’s Registration Statement on Form N-2 filed with the Securities and Exchange Commission on July 14, 2023 and incorporated herein by reference).

Exhibit (g)(1) THIRD AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS BDC, INC.

Amendment No. 4 to Senior Secured Revolving Credit Agreement, dated as of May 9, 2023, by and among Barings BDC, Inc., the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent (Filed as Exhibits 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2023 and incorporated herein by reference)

Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 4 (this “Amendment”) dated as of May 9, 2023, and effective as of the Amendment No. 4 Effective Date (as defined below) by and among BARINGS BDC, INC., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) under the Credit Agr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Barings BDC, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Barings BDC, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

BARINGS BDC, INC. REPORTS FIRST QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.25 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2023 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.25 PER SHARE CHARLOTTE, N.C., May 4, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2023 and announced that the Company’s Board of Directors (the “Board”) declared a quarterly cash dividend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Barings BDC, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.dechert.com RICHARD HOROWITZ [email protected] +1 212 698 3525 Direct +1 212 698 0452 Fax 28826240.1.BUSINESS March 10, 2023 Via EDGAR U.S. Se

bbdc-secresponseletterpr 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ý Filed by a Party other than the Registrant ¨ Check the appropriate box: ý Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.

Report of KPMG LLP on Senior Securities Table.*

Exhibit 99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information To the Shareholders and Board of Directors Barings BDC, Inc.: We have audited and reported separately herein on the consolidated financial statements of Barings BDC, Inc. and subsidiaries (the Company) as of December 31, 2022 and 2021 and for each of the years in the three-year period ended December 31

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.25 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2022 RESULTS AND ANNOUNCES INCREASE IN QUARTERLY CASH DIVIDEND TO $0.25 PER SHARE CHARLOTTE, N.C., February 23, 2023 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the fourth quarter and full year of 2022 and announced that the Company’s Board of Directors d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Alpine Funding LLC, a Delware limited liability company Barings BDC Finance I, LLC, a Delaware limited liability company Barings BDC Senior Funding I, LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation SIC Investm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Barings BDC, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

BARINGS BDC, INC. REPORTS THIRD QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE CHARLOTTE, N.C., November 10, 2022 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC? or the ?Company?) today reported its financial and operating results for the third quarter of 2022 and announced that the Company's Board of Directors declared a quarterly cash dividend of $0.24

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Offer to Exchange $350,000,000 aggregate principal amount of 3.300% Notes due 2026 $350,000,000 aggregate principal amount of 3.300% Notes due 2026 registered under the Securities Act of 1933, as amended

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(2) Registration No. 333-267450 PROSPECTUS ? Offer to Exchange $350,000,000 aggregate principal amount of 3.300% Notes due 2026 For $350,000,000 aggregate principal amount of 3.300% Notes due 2026 registered under the Securities Act of 1933, as amended Barings BDC, Inc. (the ?Company,? ?we,? ?us,? or ?our?) is offering to exchange all of its outstandi

Consent of Independent Registered Public Accounting Firm

Exhibit 14(a) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated February 23, 2022, with respect to the consolidated financial statements of Barings BDC, Inc.

1095 Avenue of the Americas

Exhibit (11)(b) 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Financial Highlights? and ?Experts? in the Proxy Statement/Prospectus included in this pre-effective Amendment No.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(d) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption ?Experts? in the Proxy Statement/Prospectus included in this Pre-Effective Amendment No.

Consent of Independent Auditors

Exhibit 14(e) Consent of Independent Auditors We consent to the use of our report dated September 13, 2022 in the registration statement on Form N-14 of Barings BDC, Inc.

October 19, 2022 Page 4 * * *

1900 K Street, NW Washington, DC 20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax www.

POWER OF ATTORNEY

Exhibit 16 POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints each of Eric Lloyd and Elizabeth Murray with full power to act without the other, as his or her agent and attorney-in-fact for the purpose of executing in his or her name, in his or her capacity as a Director and/or officer of Barings BDC, Inc.

As filed with the Securities and Exchange Commission on October 19, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 19, 2022 Registration No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to

Exhibit 17a SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. Empl

Consent of Independent Registered Public Accounting Firm

Exhibit (14)(b) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated February 23, 2022, with respect to the consolidated financial statements of Barings BDC, Inc.

LETTER OF TRANSMITTAL Barings BDC, Inc. OFFER TO EXCHANGE $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

Exhibit (17)(b) LETTER OF TRANSMITTAL ? Barings BDC, Inc. ? OFFER TO EXCHANGE ? $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 ? FOR ? $350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.300% NOTES DUE 2026 THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON??? , 2022, UNLESS EXTENDED (SUCH TIME AND D

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit (14)(e) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Experts? and ?Financial Highlights? in the Registration Statement and related Prospectus of Barings BDC, Inc.

Consent of Independent Auditors

Exhibit (14)(a) Consent of Independent Auditors We consent to the use of our report dated September 13, 2022 in the registration statement on Form N-14 of Barings BDC, Inc.

As filed with the Securities and Exchange Commission on September 15, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 15, 2022 Registration No.

1095 Avenue of the Americas

Exhibit 11 1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

Calculation of Filing Fees Tables Form N-14 (Form Type) Barings BDC, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 18 Calculation of Filing Fees Tables Form N-14 (Form Type) Barings BDC, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. REPORTS SECOND QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2022 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE CHARLOTTE, N.C., August 9, 2022 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC? or the ?Company?) today reported its financial and operating results for the second quarter of 2022 and announced that the Company's Board of Directors declared a quarterly cash dividend of $0.24

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? Definitive Proxy Statement ? Definitive Additional Materials ?? Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

BARINGS BDC, INC. REPORTS FIRST QUARTER 2022 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE

Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2022 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.24 PER SHARE CHARLOTTE, N.C., May 5, 2022 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC” or the “Company”) today reported its financial and operating results for the first quarter of 2022 and announced that the Company's Board of Directors declared a quarterly cash dividend of $

Incremental Commitment and Assumption Agreement, dated as of April 1, 2022, made by the Incremental Lender party thereto, relating to the Senior Secured Revolving Credit Agreement, dated as of February 21, 2019, among Barings BDC, Inc., as borrower, the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent (Filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended March 31, 2022 with the Securities and Exchange Commission on May 5, 2022 and incorporated herein by reference).

EX-10.4 2 bbdc-3312022xq1ex104.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION INCREMENTAL COMMITMENT AND ASSUMPTION AGREEMENT dated as of April 1, 2022, made by the Incremental Lender party hereto, relating to the SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of February 21, 2019, among BARINGS BDC, INC., as Borrower, The Subsidiary Guarantors Parties Thereto, The Lenders Parties Thereto, and ING

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement on Schedule 13G jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complet

BBDC / Barings BDC Inc / ARES MANAGEMENT LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Barings BDC, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 06759L103 (CUSIP Number) April 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

8-K/A 1 ny20002465x98ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (St

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

* * *

March 11, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Investment Management Attention: Valerie Lithotomos, Esq. 100 F Street NE Washington, D.C. 20549 RE: Barings BDC, Inc. ? Preliminary Proxy Statement on Schedule 14A filed on February 25, 2022 (File No. 814-00733) Dear Ms. Lithotomos: On behalf of Barings BDC, Inc. (the ?Company?), set forth below is the Company?s response

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 814-00733 (Commission File Number) 0

Second Amended and Restated Investment Advisory Agreement, dated February 25, 2022, by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022 and incorporated herein by reference).

Exhibit 10.1 SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS BDC, INC. AND BARINGS LLC THIS SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT, dated as of February 25, 2022 (this ?Agreement?), between Barings BDC, Inc., a Maryland corporation (the ?Company?), and Barings LLC, a Delaware limited liability company (the ?Adviser?). WHEREAS, the Adviser and the Compan

Amendment No. 3 to Senior Secured Revolving Credit Agreement, dated as of February 25, 2022, by and among Barings BDC, Inc., the subsidiary guarantors party thereto, the lenders party thereto and ING Capital LLC, as administrative agent (Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022 and incorporated herein by reference).

Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 3 (this ?Amendment?) dated as of February 25, 2022, and effective as of the Amendment No. 3 Effective Date (as defined below) by and among BARINGS BDC, INC., a Maryland corporation (the ?Borrower?), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) under the Cred

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

BARINGS BDC, INC. COMPLETES MERGER WITH SIERRA INCOME CORPORATION

Exhibit 99.1 BARINGS BDC, INC. COMPLETES MERGER WITH SIERRA INCOME CORPORATION CHARLOTTE, N.C., February 25, 2022 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC?) announced today the closing of the previously announced merger with Sierra Income Corporation (?Sierra?). The combined company, which will remain externally managed by Barings LLC, is expected to have more than $2.7 billion of assets und

Credit Support Agreement, dated February 25, 2022, by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022 and incorporated herein by reference).

Exhibit 10.2 CREDIT SUPPORT AGREEMENT THIS CREDIT SUPPORT AGREEMENT (this ?Agreement?) is dated as of February 25, 2022 and made by Barings LLC (?Barings?) in favor of Barings BDC, Inc. (?BBDC?). WITNESSTH: WHEREAS, Barings and BBDC are party to that certain second amended and restated investment advisory agreement, dated as February 25, 2022, pursuant to which Barings agreed to furnish investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 814-00733 (Commission File Number) 0

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Barings BDC Finance I, LLC, a Delaware limited liability company Barings BDC Senior Funding I, LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation Mercury Acquisition Sub, Inc., a Maryland corporation MVC Cayman, a Cayman Island limited liability company MVC Financial Services, Inc., a Delaware corporation

Amendment No. 2 to the Senior Secured Revolving Credit Agreement dated as of December 29, 2021, by and among the Company, as borrower, the lenders party thereto, ING Capital LLC, as administrative agent, and the other parties signatory thereto (Filed as Exhibit 10.17 to the Registrant’s Current Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on February 23, 2022 and incorporated herein by reference)

Exhibit 10.17 Execution Version AMENDMENT NO. 2 TO SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 (this ?Amendment?) dated as of December 29, 2021, by and among BARINGS BDC, INC., a Maryland corporation (the ?Borrower?), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) under the Credit Agreement (in such capacity, together with its successors in such capa

BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 2, dated February 23, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260591 BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 2, dated February 23, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021 This supplement contains information that amends, supplements or modifies certain information contained in the prospectus of Barings BDC, Inc. (?Barings BDC?), dated December 28, 2021 (the ?Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

Consent of Ernst & Young LLP.*

Exhibit 99.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our report dated February 27, 2020, with respect to the consolidated financial statements of Barings BDC, Inc. for the year ended December 31, 2019, in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed by Barings BDC, Inc. with the Securities and Exchange Commission. /s/ ER

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2021 RESULTS CHARLOTTE, N.C., February 23, 2022 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC," or the "Company") today reported its financial and operating results for the fourth quarter and full year of 2021. Highlights Income Statement Three Months Ended December 31, 2021 Three Months Ended September 30, 2021 Full Year Ended D

Report of KPMG LLP on Senior Securities Table.*

Exhibit 99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information To the Shareholders and Board of Directors Barings BDC, Inc.: We have audited and reported separately herein on the consolidated financial statements of Barings BDC, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, and for each of the years in the two-year period ended December 31,

Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical facts, are not guarantees of future performance or results of Barings BDC, Inc. (“Barings BDC”), Sierra Inco

Filed by Barings BDC, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. Commission File No.: 814-00924 Forward-Looking Statements This communication contains ?forward-looking statements,? which are statements other than statements of historical fact

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260591 BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 1, dated February 3, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021

Filed Pursuant to Rule 424(b)(3) Registration No. 333-260591 BARINGS BDC, INC. SIERRA INCOME CORPORATION Supplement No. 1, dated February 3, 2022, to the Proxy Statement/Prospectus, dated December 28, 2021 This supplement contains information that amends, supplements or modifies certain information contained in the prospectus of Barings BDC, Inc. (?Barings BDC?), dated December 28, 2021 (the ?Pros

BARINGS BDC, INC. ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.23 PER SHARE AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2021 RESULTS

Exhibit 99.1 BARINGS BDC, INC. ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.23 PER SHARE AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2021 RESULTS CHARLOTTE, N.C., February 1, 2022 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today announced that the Company's Board of Directors declared a quarterly cash dividend of $0.23 per share for the quarter

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2022 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

424B3 1 ny20000760x11424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-260591 BARINGS BDC, INC. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Stockholder: December 28, 2021 You are cordially invited to attend the Special Meeting of Stockholders (the “Barings BDC Special Meeting”) of Barings BD

Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical facts, are not guarantees of future performance or results of Barings BDC, Inc. (“Barings BDC”), Sierra Inco

Filed by Barings BDC, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. Commission File No.: 814-00924 Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical fact

As filed with the Securities and Exchange Commission on December 23, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 23, 2021 Registration No.

* * * * * * * *

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 December 23, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attention: Valerie Lithotomos and Lauren Hamilton Re: Barings BDC, Inc. Registration Statement on Form N-14 File No.: 333-260591 On behalf of Barings BDC, Inc., a Maryl

EX-17.A

EX-17.A 2 ny20000760x8ex17-a.htm EXHIBIT 17(A) Exhibit 17(a)

(If you noted any Address Changes above, please mark corresponding box on the reverse side.)Your vote is important. Please submit your proxy immediately.CONTINUED AND TO BE SIGNED ON REVERSE SIDEPLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENV

Exhibit 17(b) (If you noted any Address Changes above, please mark corresponding box on the reverse side.

EX-17.B

Exhibit (17)(b)

Consent of Independent Registered Public Accounting Firm

Exhibit 14(a) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated March 23, 2021, with respect to the consolidated financial statements of Barings BDC, Inc.

[Goodwin Procter LLP Letterhead] December 13, 2021

Exhibit 12 [Goodwin Procter LLP Letterhead] December 13, 2021 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Re: Mergers pursuant to Agreement and Plan of Merger by and among Barings BDC, Inc., Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC Ladies and Gentlemen: This opinion is delivered to you in our capacity as counsel to Barings BD

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Senior Securities of Barings BDC? and ?Experts? in Pre-Effective Amendment No.

As filed with the Securities and Exchange Commission on December 13, 2021

N-14 8C/A 1 ny20000760x6n148ca.htm N-14 8C/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 13, 2021 Registration No. 333-260591 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pre-Effective Amendment No. 1 ☒ Post-Effective Amendment No.  ☐ (Check appropriate box or boxes)

* * * * * * * *

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 December 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, D.C. 20549 Attention: Valerie Lithotomos and Lauren Hamilton Re: Barings BDC, Inc. Registration Statement on Form N-14 File No.: 333-260591 On behalf of Barings BDC, Inc., a Maryl

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-14.3 5 ny20000760x6ex14e.htm EXHIBIT 14(E) Exhibit 14(e) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Experts” and “Senior Securities of Sierra” in Pre-Effective Amendment No. 1 to the Registration Statement (Form N-14 No. 333-260591) and related Prospectus of Barings BDC, Inc. for the registration of 102,276,889.12 shares

REGISTRATION RIGHTS AGREEMENT by and among Barings BDC, Inc., J.P. Morgan Securities LLC ING Financial Markets LLC MUFG Securities Americas Inc. Wells Fargo Securities, LLC Dated as of November 23, 2021 REGISTRATION RIGHTS AGREEMENT

Exhibit 4.4 REGISTRATION RIGHTS AGREEMENT by and among Barings BDC, Inc., J.P. Morgan Securities LLC ING Financial Markets LLC MUFG Securities Americas Inc. and Wells Fargo Securities, LLC Dated as of November 23, 2021 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of September 30, 2021, by and among Barings BDC, Inc., a Maryland cor

BARINGS BDC, INC. as Issuer U.S. BANK NATIONAL ASSOCIATION as Trustee Dated as of November 23, 2021 Providing for the Issuance Debt Securities Barings BDC, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of Nov

Exhibit 4.1 BARINGS BDC, INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of November 23, 2021 Providing for the Issuance of Debt Securities Barings BDC, Inc. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of November 23, 2021 Trust Indenture Act Section Indenture Section ?310 (a)(1) 6.07 ?310 (a)(2) 6.07 ?310 (b) 6.09 ?312 (c) 7.0

FIRST SUPPLEMENTAL INDENTURE BARINGS BDC, INC. U.S. BANK NATIONAL ASSOCIATION, as Trustee DATED AS OF NOVEMBER 23, 2021 FIRST SUPPLEMENTAL INDENTURE

EX-4.2 3 brhc10031170ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE between BARINGS BDC, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee DATED AS OF NOVEMBER 23, 2021 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 23, 2021 (the “Issue Date”), is between Barings BDC, Inc., a Maryland corporation (the “Co

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 brhc100311708k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, In

425 1 brhc10030968425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of

BARINGS BDC, INC. PRICES PUBLIC OFFERING OF $350.0 MILLION 3.300% UNSECURED NOTES DUE 2026

Exhibit 99.1 BARINGS BDC, INC. PRICES PUBLIC OFFERING OF $350.0 MILLION 3.300% UNSECURED NOTES DUE 2026 CHARLOTTE, N.C., November 18, 2021 - Barings BDC, Inc. (NYSE: BBDC) (?Barings BDC? or the ?Company?) today announced that it has priced $350,000,000 in aggregate principal amount of its 3.300% unsecured notes due 2026 (the ?2026 Notes?) private placements to persons reasonably believed to be qua

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 a8-knotesissuance20211118.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisd

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Baring

BARINGS BDC, INC. REPORTS THIRD QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.22 PER SHARE

EX-99.1 2 exhibit99120211110earnings.htm EX-99.1 Exhibit 99.1 BARINGS BDC, INC. REPORTS THIRD QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND OF $0.22 PER SHARE CHARLOTTE, N.C., November 9, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the third quarter of 2021 and announced that the Company's Boar

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 earnings8-k20211110.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction

CONSENT OF BROADHAVEN CAPITAL PARTNERS

Exhibit 17(d) CONSENT OF BROADHAVEN CAPITAL PARTNERS We hereby consent to the inclusion of our opinion letter dated September 21, 2021, to the Special Committee of the Board of Directors of Sierra Income Corporation (the ?Company?) as an Annex E to the Joint Proxy Statement/Prospectus relating to the proposed mergers contained in the Registration Statement on Form N-14, as filed with the Securities and Exchange Commission (the ?Proxy/Registration Statement?), and to references to such opinion and the quotation or summarization of such opinion in such Proxy/Registration Statement.

[Goodwin Procter LLP Letterhead] October 29, 2021

Exhibit 12 [Goodwin Procter LLP Letterhead] October 29, 2021 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202 Re: Mergers pursuant to Agreement and Plan of Merger by and among Barings BDC, Inc., Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC Ladies and Gentlemen: This opinion is delivered to you in our capacity as counsel to Barings BDC

[Goodwin Procter LLP Letterhead]

Exhibit 11 [Goodwin Procter LLP Letterhead] October 29, 2021 Barings BDC, Inc. 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 Re: Securities Registered under Registration Statement on Form N-14 Ladies and Gentlemen: We have acted as counsel to you in connection with your filing of a Registration Statement on Form N-14 (as amended or supplemented, the ?Registration Statement?) pursuant to t

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(b) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Senior Securities of Barings BDC? and ?Experts? in the Registration Statement (Form N-14) and related Prospectus of Barings BDC, Inc.

Consent of Independent Registered Public Accounting Firm

Exhibit 14(a) Consent of Independent Registered Public Accounting Firm We consent to the use of our reports dated March 23, 2021, with respect to the consolidated financial statements of Barings BDC, Inc.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 14(e) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the caption ?Experts? and ?Senior Securities of Sierra? and to the use of our report dated March 19, 2021 with respect to the consolidated financial statements of Sierra Income Corporation included in its Annual Report (Form 10-K) for the year ended December, 31, 2020 incorporated by reference in the Joint Proxy Statement/Prospectus that is made a part of the Registration Statement on Form N-14 of Barings BDC, Inc.

CONSENT OF WELLS FARGO SECURITIES, LLC

Exhibit 17(c) CONSENT OF WELLS FARGO SECURITIES, LLC Barings BDC, Inc. 300 South Tryon Street Suite 2500 Charlotte, NC, 28202 Attention: Board of Directors RE: Joint Proxy Statement / Prospectus the (?Proxy Statement/Prospectus?) of Barings BDC, Inc. (?Barings BDC?) and Sierra Income Corporation, which forms part of the Registration Statement on Form N-14 of Pioneer (the ?Registration Statement?)

EX-17.(A)

Exhibit 17(a)

As filed with the Securities and Exchange Commission on October 29, 2021

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 29, 2021 Registration No.

Barings BDC, Inc. September 22, 2021

Filed by Barings BDC, Inc. (Commission File No. 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. (Commission File No. 814-00924) The following is a transcript of a conference call held by Barings BDC, Inc. on September 22, 2021 at 9:00 a.m.,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fi

EX-99.2

Exhibit 99.2

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Exhibit 99.1 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE, N.C., & NEW YORK, N.Y., September 21, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") and Sierra Income Corporation ("Sierra") announced today that they have entered into

AGREEMENT AND PLAN OF MERGER by and among BARINGS BDC, INC., MERCURY ACQUISITION SUB, INC., SIERRA INCOME CORPORATION, BARINGS LLC Dated as of September 21, 2021

TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER ? by and among BARINGS BDC, INC., ? MERCURY ACQUISITION SUB, INC., ? SIERRA INCOME CORPORATION, ? and ? BARINGS LLC ? Dated as of September 21, 2021 TABLE OF CONTENTS TABLE OF CONTENTS Article I THE MERGERS ? ? 2 Section 1.1 ? ? The Mergers ? ? 2 Section 1.2 ? ? The Closing ? ? 2 Section 1.3 ? ? Effective Time ? ? 2 Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Barings BDC, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fi

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Exhibit 99.1 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE, N.C., & NEW YORK, N.Y., September 21, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") and Sierra Income Corporation ("Sierra") announced today that they have entered into

Agreement and Plan of Merger, by and among the Registrant, Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC, dated as of September 21, 2021 (Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2021 and incorporated herein by reference).

TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER ? by and among BARINGS BDC, INC., ? MERCURY ACQUISITION SUB, INC., ? SIERRA INCOME CORPORATION, ? and ? BARINGS LLC ? Dated as of September 21, 2021 TABLE OF CONTENTS TABLE OF CONTENTS Article I THE MERGERS ? ? 2 Section 1.1 ? ? The Mergers ? ? 2 Section 1.2 ? ? The Closing ? ? 2 Section 1.3 ? ? Effective Time ? ? 2 Secti

EX-99.2

EX-99.2 4 ny20000760x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2

Filed by: Barings BDC, Inc.

Filed by: Barings BDC, Inc. (Commission File No.: 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation (Commission File No.: 814-00924) Date: September 21, 2021

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Filed by: Barings BDC, Inc. (Commission File No.: 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation (Commission File No.: 814-00924) Date: September 21, 2021 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY T

BARINGS BDC, INC. REPORTS SECOND QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND

Exhibit 99.1 BARINGS BDC, INC. REPORTS SECOND QUARTER 2021 RESULTS AND ANNOUNCES INCREASED QUARTERLY CASH DIVIDEND CHARLOTTE, N.C., August 5, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the second quarter of 2021 and announced that the Company's Board of Directors declared a quarterly cash dividend of $0.21 per share

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Num

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BD

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File Numb

BARINGS BDC, INC. REPORTS FIRST QUARTER 2021 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.20 PER SHARE

EX-99.1 2 exhibit99120210506earnings.htm EX-99.1 Exhibit 99.1 BARINGS BDC, INC. REPORTS FIRST QUARTER 2021 RESULTS AND ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.20 PER SHARE CHARLOTTE, N.C., May 6, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the first quarter of 2021 and announced that the Company's Board of Directors

* * *

March 26, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Investment Management Attention: Mr. Christopher Bellacicco, Esq. 100 F Street NE Washington, D.C. 20549 RE: Barings BDC, Inc. ? Preliminary Proxy Statement on Schedule 14A filed on March 15, 2021 (File No. 814-00733) Dear Mr. Bellacicco: On behalf of Barings BDC, Inc. (the ?Company?), set forth below are the Company?s re

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Report of KPMG LLP on Senior Securities Table.*

EX-99.1 7 ex991seniorsecuritiestable.htm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm on Supplemental Information To the Shareholders and Board of Directors Barings BDC, Inc.: We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of Barings BDC, Inc. (the Comp

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 814-00733 Barings BDC, In

BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS

EX-99.1 2 exhibit99120210323earnings.htm EX-99.1 Exhibit 99.1 BARINGS BDC, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS CHARLOTTE, N.C., March 23, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today reported its financial and operating results for the fourth quarter and full year of 2020. Highlights Income Statement Three Months Ended December 31, 2020 Three Mont

List of Subsidiaries.*

Exhibit 21.1 LIST OF SUBSIDIARIES Barings BDC Finance I, LLC, a Delaware limited liability company Barings BDC Senior Funding I, LLC, a Delaware limited liability company Barings BDC Static CLO Ltd. 2019-I, a Cayman Islands limited liability company Barings BDC Static CLO 2019-I, LLC, a Delaware limited liability company Energy Hardware Holdings, Inc., a Delaware corporation MVC Cayman, a Cayman I

Consent of Ernst & Young LL

Exhibit 99.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the references to our firm under the captions ?Senior Securities Table of Barings BDC, Inc.? and ?Selected Financial Data,? and to the use of our reports (a) dated February 27, 2020, with respect to the consolidated financial statements of Barings BDC, Inc. as of December 31, 2019 and for each of the two years in t

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File N

Report of Ernst & Young LLP on Senior Securities Table.*

Exhibit 99.2 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Barings BDC, Inc. We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Barings BDC, Inc. (the ?Company?) as of December 31, 2016, and for the year then ended, and have expressed an unq

- PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Note Purchase Agreement by and between the Company and the purchasers party thereto, dated February 25, 2021 (Filed as Exhibit 10.1 to the Registrant

EX-10.1 2 exhibit101notepurchaseagre.htm EX-10.1 Exhibit 10.1 Execution Version BARINGS BDC, INC. $80,000,000 3.41% SERIES D SENIOR UNSECURED NOTES DUE FEBRUARY 26, 2026 $70,000,000 4.06% SERIES E SENIOR UNSECURED NOTES DUE FEBRUARY 26, 2028 NOTE PURCHASE AGREEMENT Dated February 25, 2021 TABLE OF CONTENTS Page SECTION 1. AUTHORIZATION OF NOTES; ADJUSTED INTEREST RATE 1 Section 1.1 Authorization o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Bari

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 2)* Barings BDC, Inc. (Name of Issuer) Common (Title of Class of Securities) 06759L103 (CUSIP Number) Marcus Collins RiverNorth Capital Management, LLC 325 N.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission File

BARINGS BDC, INC. ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.19 PER SHARE, REPORTS PRELIMINARY FOURTH QUARTER 2020 RESULTS AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2020 RESULTS

Exhibit 99.1 BARINGS BDC, INC. ANNOUNCES QUARTERLY CASH DIVIDEND OF $0.19 PER SHARE, REPORTS PRELIMINARY FOURTH QUARTER 2020 RESULTS AND ANNOUNCES CONFERENCE CALL TO DISCUSS FOURTH QUARTER AND FULL YEAR 2020 RESULTS CHARLOTTE, N.C., February 9, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC" or the "Company") today announced that the Company's Board of Directors declared a quarterly cash divi

Amended and Restated Investment Advisory Agreement, dated December 23, 2020 by and between Barings BDC, Inc. and Barings LLC (Filed as Exhibit 10.1 to the Registrant

Exhibit 10.1 AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT BETWEEN BARINGS BDC, INC. AND BARINGS LLC AGREEMENT, dated as of December 23, 2020, between Barings BDC, Inc., a Maryland corporation (the “Company”), and Barings LLC, a Delaware limited liability company (the “Adviser”). WHEREAS, the Adviser and the Company are party to that certain investment advisory agreement dated as of August 2,

s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2020 and incorporated herein by reference).

Exhibit 10.2 CREDIT SUPPORT AGREEMENT THIS CREDIT SUPPORT AGREEMENT (this “Agreement”) is dated as of December 23, 2020 and made by Barings LLC (“Barings”) in favor of Barings BDC, Inc. (“BBDC”). WITNESSTH: WHEREAS, Barings and BBDC are party to that certain amended and restated investment advisory agreement, dated as December 23, 2020, pursuant to which Barings agreed to furnish investment adviso

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2020 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 814-00733 (Commission File Number) 0

BARINGS BDC, INC. COMPLETES MERGER WITH MVC CAPITAL, INC.

EX-99.1 4 nt10018228x2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 BARINGS BDC, INC. COMPLETES MERGER WITH MVC CAPITAL, INC. CHARLOTTE, N.C., December 23, 2020 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") announced today the closing of the previously announced merger with MVC Capital, Inc. ("MVC Capital"). The combined company, which will remain externally managed by Barings LLC, is expected to have m