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DATE

May 8, 2026

CALL PARTICIPANTS

  • Co-Chief Executive Officer — Vivek Bantwal
  • Co-Chief Executive Officer — David Miller
  • President and Chief Operating Officer — Tucker Greene
  • Chief Financial Officer — Stanley Matuszewski

TAKEAWAYS

  • Portfolio Composition -- 58% of the portfolio consists of post-integration originations, while 42% is legacy, with legacy positions accounting for roughly 72% of losses and over 99.5% of total nonaccruals at cost.
  • Net Asset Value (NAV) per Share -- $12.17 at quarter-end, representing a decrease of approximately 3.7%, driven primarily by unrealized losses.
  • Net Investment Income (NII) per Share -- $0.22, with a GAAP annualized NII yield on book value of 7.2%.
  • Total Investment Income -- $78.8 million, down from $86.1 million in the previous quarter.
  • Dividend -- Q2 2026 base dividend declared at $0.32 per share, with coverage from undistributed taxable net income.
  • Net Debt-to-Equity Ratio -- 1.37x at quarter end, compared to 1.27x as of prior quarter.
  • Investment Activity -- New commitments of $46.5 million across 17 companies, with 91.6% in first-lien loans.
  • Portfolio Investments at Fair Value -- $3.23 billion at the end of the quarter, with 98.7% in senior secured loans, 1% in preferred/common stock, and 0.3% in unsecured debt.
  • Weighted Average Yield -- 9.9% for total debt and income-producing investments, unchanged sequentially.
  • Nonaccruals -- 4.7% of the portfolio at amortized cost, up from 2.8% previously, due primarily to two legacy borrowers: 1GI LLC and 3SI Security Systems, Inc.
  • Credit Quality -- Weighted average net debt to EBITDA of portfolio companies increased slightly to 6.0x from 5.9x; interest coverage ratio decreased to 1.9x from 2.0x.
  • ARR Loan Exposure -- Reduced from nearly 39% at Q3 2022 fair value to below 10% of the portfolio.
  • Repayments -- $82.8 million, with over 53% attributed to pre-2022 vintage loans.
  • Liquidity -- Borrowing capacity of approximately $974 million on the revolving credit facility; 62.5% of debt outstanding in unsecured debt.
  • Recent Bond Issuance -- $400 million in three-year investment-grade unsecured notes at 5.1% coupon, swapped to floating, with the order book 7.3x oversubscribed on $300 million starting size.
  • Stock Repurchase Program -- Board authorized a new 10b5-1 plan for up to $75 million, pending the completion of the current plan.
  • Truist Revolver Amendment -- Facility size reduced to $1.5 billion, maturity extended to May 2031, and pricing adjustments made to lower undrawn fees and remove the 10 bps credit spread adjustment.
  • Senior Secured Loan Focus -- 98.7% of portfolio by fair value in senior secured loans, reflecting prioritization of top capital structure investments.

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RISKS

  • Chief Operating Officer Tucker Greene said, "we never like to see this metric move upward," as nonaccruals increased from 2.8% to 4.7% at amortized cost due to two specific legacy investments placed on nonaccrual.
  • Net investment income for the quarter was below the declared dividend, requiring utilization of undistributed taxable net income to fund the payout.
  • Co-Chief Executive Officer David Miller noted that "about 60% of the marks that we saw were credit-specific events," including the two newly added nonaccruals, which contributed to the decline in net asset value.
  • The legacy portfolio continues to account for the bulk of credit volatility, representing roughly 72% of losses and over 99.5% of nonaccruals at cost.

SUMMARY

Goldman Sachs BDC (GSBD 6.54%) reported a decrease in both net asset value and net investment income per share amidst a challenging macro environment defined by market volatility and credit spread widening. Management emphasized continued portfolio rotation out of legacy positions—responsible for the overwhelming majority of losses and nonaccruals—toward newer first-lien originations under the integrated Goldman Sachs direct lending platform. The company increased its focus on senior secured loans and reduced exposure to annualized recurring revenue (ARR) loan structures, aligning the portfolio with evolving underwriting standards in private credit. Balance sheet flexibility was demonstrated through an oversubscribed bond issuance, amendments to revolving credit facilities, and the launch of a new stock repurchase program.

  • Board authorization for a new 10b5-1 stock repurchase program totaling up to $75 million enhances capital allocation flexibility.
  • Amendments to the Truist revolving facility extended maturity, adjusted pricing, and provided additional borrower-friendly features, aiming to optimize liquidity and reduce funding costs.
  • Management indicated repayments in Q2 have already exceeded $100 million for legacy positions, signaling progress on portfolio transition.
  • Co-Chief Executive Officer David Miller stated, "we view a more muted incentive fee as a result of the same policy, which will certainly support the dividend in the near term," suggesting anticipated improvement in dividend coverage in coming quarters.
  • Management described current new deal activity as less competitive, with "be swinging back in the direction of lenders in terms of spreads and leverage coming down," potentially benefiting credit returns.

INDUSTRY GLOSSARY

  • ARR (Annualized Recurring Revenue) Loan: A debt structure relying on recurring revenue metrics, as opposed to cash flow, often used in software sector lending.
  • First-Lien Loan: A loan that has first claim on the proceeds of a borrower's collateral in the event of default, senior to other forms of debt.
  • Nonaccrual: A classification for loans where the borrower is no longer making interest payments and the lender no longer accrues interest income.
  • 10b5-1 Stock Repurchase Program: A structured plan enabling a company to repurchase its own shares according to predetermined guidelines, not influenced by company insiders’ knowledge.

Full Conference Call Transcript

Vivek Bantwal: Thank you, John. Good morning, everyone, and thank you for joining us for our first quarter earnings conference call. I am here today with David Miller, our Co-Chief Executive Officer, Tucker Greene, our President and Chief Operating Officer, and Stanley Matuszewski, our Chief Financial Officer. I would like to begin by providing important context on the composition of our portfolio, followed by sharing perspective on the current macro backdrop and our rigorous approach to valuation, particularly around our commitment to transparent mark-to-market accounting.

I will then highlight our perspective on why we continue to see private credit as a highly attractive asset class and why our GS platform is uniquely positioned to thrive in the current investment landscape, particularly over time as we transition away from the legacy portfolio. I will then turn the call over to David and Tucker, who will dive into our first quarter results, portfolio activity, and performance before handing it off to Stan to take us through our financial results. And finally, we will open the line for Q&A.

As we have discussed on prior calls, since Goldman Sachs BDC, Inc.’s integration into the broader direct lending platform in 2022, we have been on a deliberate path to leverage the differentiated sourcing, underwriting, and portfolio management oversight provided by access to the full Goldman Sachs private credit ecosystem where we have a 30-year track record. What you are seeing in our results today is the natural transition of our balance sheet. We are moving out of older positions from the legacy setup and into new opportunities that benefit from our enhanced sourcing and deeper origination funnel. Currently, about 58% of our portfolio consists of these more recent originations, while the remaining 42% represents older positions.

The results of this strategic shift are clear. The 58% of the portfolio originated under our current underwriting capabilities is performing in line with expectations. In fact, we have seen low losses and only one name representing less than 0.5% of our total nonaccrual at cost. While we have seen some modest unrealized moves here, we believe those are primarily a reflection of broader market spread widening, not a sign of credit deterioration. This gives us immense confidence in our current credit selection process.

As we have discussed, the 42% of the book consisting of legacy positions is where we see the bulk of our current credit volatility, accounting for roughly 72% of losses this quarter and over 99.5% of our total nonaccruals at cost. We added two of these names to nonaccrual status this quarter, 1GI LLC and 3SI Security Systems, Inc., which we view as idiosyncratic situations that we have been monitoring closely. Our internal workout teams are deeply engaged with these borrowers to maximize recovery. This brings me to a critical distinction that we believe is essential for our investors to understand: the difference between mark-to-market fluctuations and actual credit impairment.

When the market price of risk increases, as evidenced by today’s widening credit spreads, the mark-to-market value of existing loans naturally declines. This decline is not a reflection of the borrower’s ability to pay, but rather a result of current market demand for higher returns on the same level of credit risk. If the credit remains sound and ultimately repays at par, the investor recovers the full principal amount regardless of any interim price volatility through the life of the loan. On the other hand, true credit impairment occurs when a borrower’s financial condition deteriorates to where they can no longer meet their obligations, resulting in a permanent loss of capital.

This distinction is especially important in periods of heightened volatility when mark-to-market valuations will fluctuate to reflect market sentiment, but underlying credit risk and borrower solvency remain stable. We view the losses we are seeing in the post-integration portfolio as the former type, mark-to-market in nature, while the credit impairment we are addressing is concentrated in the legacy portfolio. Looking back on the first quarter, the extent to which the market was affected by global geopolitical uncertainty, AI disruption across the software sector, and a softer-than-anticipated M&A landscape is clear. The return of M&A activity in 2025 resulted in an increased number of deal closings in 2026.

However, volumes were heavily skewed toward a small number of large-cap deals, with sponsor activity continuing to lag and remaining below 10-year averages. Despite the growing backlog, the risk-off sentiment across the market in Q1 drove the total U.S. private equity deal value down to the lowest since Q2 2025 levels. Although a more stable rate environment could help over time, any immediate recovery, particularly in the middle market, remains uncertain. In times like these, when market uncertainty leads to increased volatility, our financial position, including valuation, remains our top priority.

Goldman Sachs BDC, Inc.’s quarterly valuation process, which aligns with our broader BDC complex, is conducted by three independent sources: the private credit investing team; our valuation oversight group, which is independent of the investment decision-making process; and independent third-party valuation advisers, all of whom are subject to oversight by our independent board of directors. This multistep approach is intended to provide robust checks and balances and to support fair value determinations that are consistent, well documented, and aligned with applicable regulatory standards. As we look across the landscape of early 2026, we believe the fundamental health of the private credit industry remains strong.

Despite recent headlines, the data tells a story of continued resilience, amidst some manager performance dispersion that is expected to continue. Default rates across both public and private credit markets remain at relatively low levels. To put this in perspective, the payment default rate for broadly syndicated loans in the public market stood at just 1.44% as of March 2026. This is well below the 10.8% peak default rate witnessed during the global financial crisis. Performing senior secured credit portfolios benefit from fixed maturities and change-of-control provisions that generate par repayments and natural liquidity, further underscoring the structural advantage from a risk perspective of holding senior debt.

We now expect to have the ability to reinvest proceeds from recent exits at wider spreads and more attractive risk-adjusted levels in the current environment. We would also note that recent media coverage of private credit has, at times, lacked necessary nuances. There is a tendency to conflate distinct segments of the credit markets, creating the impression of a broad “private credit problem,” where in reality, stress is focused on certain pockets of the market. Looking ahead, if economic conditions were to soften, we would naturally expect to see an increase in nonaccrual rates and a greater performance divergence among managers.

We believe the best way to prepare for such a shift is through the same disciplined underwriting culture and rigorous investment process that have guided our platform for 30 years. In periods of heightened market uncertainty, these principles are not just our foundation; they are our greatest competitive advantage. Another key focus for us has been the deliberate reduction of annualized recurring revenue, or ARR, loans within our portfolio relative to the legacy setup. Within Goldman Sachs BDC, Inc., we have successfully lowered our ARR exposure from nearly 39% of the portfolio at Q3 2022 fair value to under 10% today. This shift is highly intentional and aligns with broader market trends we have highlighted earlier.

While ARR lending served a purpose during the rapid growth cycles of previous years, the current environment demands a more rigorous approach. We are seeing a clear market-wide rotation away from revenue-based metrics in favor of traditional cash flow–supported structures. We are proactively managing our legacy ARR positions through strategic exits or by facilitating conversions to EBITDA-based loans as these companies mature, and we are very selective in underwriting new ARR deals that are brought to market. By prioritizing these cash flow–centric assets, we are helping to ensure that our portfolio remains resilient and well positioned to deliver durable value to our investors.

With heightened focus surrounding the software industry in recent months, our framework has continued to evolve as the landscape develops. While we are not immune to the fears of AI disrupting the software landscape, we remain confident in our ability to thoughtfully assess and help mitigate AI-related risks across both our current portfolio and new investment opportunities. With that, let me turn it over to my Co-Chief Executive Officer, David.

David Miller: Thanks, Vivek. I would now like to turn to our first quarter results. Our net investment income per share for the quarter was $0.22, and net asset value per share was $12.17 as of quarter end, down approximately 3.7% from the fourth quarter, driven primarily by an increase in unrealized losses. NII this quarter was also impacted by higher incentive fee accrual under our shareholder-friendly fee structure. As a reminder, Goldman Sachs BDC, Inc.’s incentive fee is subject to a three-year total return lookback, which ties our adviser’s compensation directly to the cumulative economic value delivered to shareholders, including both income and the impact of gains and losses, rather than income alone.

While this weighed on reported NII in the quarter, it underscores a strong alignment between Goldman Sachs and our shareholders. The Board declared a second quarter 2026 base dividend of $0.32 per share, payable to shareholders of record as of 06/30/2026. We ended the quarter with a net debt-to-equity ratio of 1.37x as of 03/31/2026, as compared to 1.27x as of 12/31/2025. We have maintained a conservative liability profile with no near-term unsecured maturities and a deliberately laddered bond maturity schedule. Our liquidity is underpinned by a diversified, committed revolving credit facility across 15 bank lenders, structured with no mark-to-market exposure. Market confidence in our platform remains durable, as evidenced by the continued strong oversubscription on a recent bond issuance.

We consistently look to enforce proactive capital management to ensure we remain well positioned to execute our strategy regardless of broader market volatility. During the quarter, we made new commitments of approximately $46.5 million across 17 portfolio companies, comprised of six new and 11 existing portfolio companies. Approximately 91.6% of our originations during the quarter were in first-lien loans, which reflects our bias to investments that are at the top of the capital structure. Turning to portfolio composition, as of 03/31/2026, total investments in our portfolio were $3.23 billion at fair value, comprised of 98.7% in senior secured loans, 1% in a combination of preferred and common stock, 0.3% of unsecured debt, and a negligible amount in warrants.

With that, let me turn it over to Tucker to discuss repayments, fundamentals, and credit quality.

Tucker Greene: Thanks, David. I will first discuss the portfolio in more detail. At the end of the first quarter, the company held investments in 173 portfolio companies operating across 40 different industries. The weighted average yield of our total debt and income-producing investments at amortized cost at the end of the first quarter remained flat at 9.9% compared to the fourth quarter. Importantly, our portfolio companies have continued to have both top-line growth and EBITDA growth quarter over quarter and year over year on a weighted average basis. The weighted average net debt to EBITDA of the companies in our investment portfolio increased slightly to 6.0x during the first quarter compared to 5.9x during the fourth quarter.

At the same time, the current weighted average interest coverage of the companies in our investment portfolio at the end of the first quarter slightly decreased to 1.9x compared to 2.0x during the fourth quarter due to rounding. Our repayments during the first quarter totaled $82.8 million. Over 53% of this repayment activity was from pre-2022 vintage loans, demonstrating effective management of our assets. On the prepayment side, we continue to selectively pursue opportunities that support prudent leverage management with the goal of reducing leverage over time.

On May 6, 2026, the Board approved and authorized a new 10b5-1 stock repurchase program to allow the company to repurchase up to $75 million of shares of the company’s common stock, subject to certain limitations. The company expects to enter into this 10b5-1 stock repurchase program once the 2025 10b5-1 plan has been fully utilized or expires. And finally, turning to asset quality, we ended the first quarter with nonaccruals at approximately 4.7% of the portfolio at amortized cost, up from 2.8% in the prior quarter. While we never like to see this metric move upward, it is important to look at what is driving this change.

The increase was primarily driven by two specific legacy investments that we have been monitoring closely, 1GI LLC and 3SI Security Systems, Inc., which were placed on nonaccrual status due to financial underperformance. We view these as idiosyncratic situations rather than a reflection of broader portfolio stress. If you look at our new vintage originations, those made since 2022, which now represent 58% of our fair value, credit performance remains sound with minimal nonaccruals. I did want to be clear about one thing: we do not view the legacy portfolio as a category that is migrating wholesale toward nonaccrual.

In fact, subsequent to quarter end, we favorably restructured one of our legacy positions, leading to higher cash pay and improved seniority in the capital structure, and received a full repayment at par on a separate legacy holding. The firm continues to maintain a proactive approach to monitoring, managing, and resolving any associated credit issues. I will now turn the call over to Stan to walk through our financial results.

Stanley Matuszewski: Thank you, Tucker. We ended Q1 2026 with total portfolio investments at fair value of $3.2 billion, outstanding debt of $1.9 billion, and net assets of $1.4 billion. As David mentioned, our ending net debt-to-equity ratio as of the end of the first quarter was 1.37x. At quarter end, approximately 62.5% of our total principal amount of debt outstanding was in unsecured debt. As of 03/31/2026, the company had approximately $974 million of borrowing capacity remaining under the revolving credit facility. As discussed last quarter in our Q4 earnings call, we wanted to remind investors of recent activity that occurred during Q1.

On 01/15/2026, we borrowed $[inaudible] under the revolving facility and used the proceeds together with cash on hand to repay the 2026 notes plus accrued and unpaid interest in full satisfaction of our obligations under the 2026 notes. Additionally, on 01/28/2026, we issued $400 million of three-year investment grade unsecured notes with a coupon of 5.1%. We also hedged the issuance by swapping the coupon from fixed to floating to match Goldman Sachs BDC, Inc.’s floating rate investments. Over 100 investors participated in the company’s day of live deal marketing, resulting in the peak order book being 7.3x oversubscribed on our $300 million starting size.

Subsequent to quarter end, in early May, we closed our amend-and-extend on the Truist revolving credit facility, reducing the size of the facility to $1.5 billion from approximately $1.7 billion, extending the maturity date to May 2031 from June 2030, removing the 10 bps credit spread adjustment from the drawn margin and reducing undrawn fees by 5 bps, as well as adding flexibility to unsecured debt baskets, among other borrower-friendly changes. Before continuing to the income statement, as a reminder, in addition to GAAP financial measures, we also reference certain non-GAAP or adjusted measures.

This is intended to make our financial results easier to compare to the results prior to our October 2020 merger with Goldman Sachs Middle Market Lending Corp, or MMLC. These non-GAAP measures remove the purchase discount amortization impact from our financial results. For the first quarter, GAAP and adjusted after-tax net investment income were $24.8 million and $24.7 million, respectively, as compared to $42.2 million and $41.8 million in the prior quarter. On a per share basis, GAAP net investment income was $0.22, equating to an annualized net investment income yield on book value of 7.2%.

While net investment income for the quarter was below our quarterly dividend, we utilized a portion of our undistributed taxable net income to provide a consistent dividend to our existing shareholder base. Total investment income for the three months ended 03/31/2026 and 12/31/2025 was $78.8 million and $86.1 million, respectively. Our remaining undistributed taxable net income as of 03/31/2026 was approximately $94 million, or $[inaudible] on a per share basis, providing meaningful cushion to support our dividend going forward. With that, I will turn it back to Vivek for closing remarks.

Vivek Bantwal: Thanks, Stan, and thanks to everyone for joining our earnings call. We are excited to continue turning over the portfolio into new attractive opportunities using the full breadth of the Goldman Sachs platform while continuing to navigate through this market environment with humility and continued heightened discipline. We will now open the call for questions.

Operator: If you are using a speakerphone, please make sure the mute function is turned off to allow your signal to reach our equipment. Again, press star 1 to ask a question. We will pause for just a moment to allow everyone the opportunity to signal for questions. We will take our first question from Arren Cyganovich with Truist Securities.

Arren Cyganovich: Good morning. Thanks. In terms of the pipeline of investment activity, maybe touch a little bit on what you are seeing there, what sponsors are saying, how they are adjusting to wider spreads and tighter documentation, and how long it might take to rotate out of the legacy and have more of the newly originated loans in the portfolio?

Unknown Speaker: Hi, Arren. Thanks for the question. I would say a few things. Obviously, you mentioned some of the private equity–specific dynamics out there. Beyond that, there is geopolitical uncertainty and other factors, too. On the one hand, relative to where we were at the end of last year, deal activity is a little bit quieter overall. On the other hand, with some of the retail pullback you have seen from the non-traded BDCs, for the deals that are getting done, the pendulum seems to be swinging back in the direction of lenders in terms of spreads and leverage coming down a little bit, documentation, etc.

On the deals that we are competing on right now, we really like those deals, we like the spreads we are getting, and we find far less competition than there was, particularly as you got into the end of 2025. That is the dynamic we are excited about, notwithstanding some of the broader noise. In terms of the second part of your question, that legacy percentage keeps ticking down. We expect it will continue to tick down, and as it does, we will be able to redeploy not just with the benefit of the post-integration platform, but also with the benefit of the better spread environment we are seeing today. Thanks.

Arren Cyganovich: And with the two new credit nonaccruals that popped up, maybe you can provide a little bit of detail about whether these are older vintage, something specific or COVID-related, etc., and how much of the NAV decline in the quarter was related to those two nonaccruals?

David Miller: Yes. This is David. From a credit mark perspective, about 60% of the marks that we saw were credit-specific events, those two being big ones, plus some other legacy assets that we marked down during the quarter, including some names that we have talked about in the past. With those two events, one is in the PPM space. As you know, that space has been challenged over the last number of years. We are continuing to work with the sponsor to optimize recoveries for the lenders there, and those conversations are ongoing. The other one, 3SI, if you look back over the past, had made some acquisitions; not all of the acquisitions have worked out like they thought.

So leverage is elevated at this point in time, and that is why we put it on nonaccrual, and once again we are in active dialogue with the sponsors and our other lenders to optimize recovery.

Operator: We will take our next question from Ethan Kaye with Lucid Capital Markets.

Ethan Kaye: Hey, good morning. Thanks for taking the question. Appreciate the commentary on the pre-integration legacy assets versus the newly originated. Could you talk about the outlook for rotating out of some of these legacy assets, particularly the underperformers? Do you have any visibility there?

David Miller: Yes. If you see in the results, we had relatively light repayments in the first quarter. As we look into the second quarter, we have had an acceleration. We have already got over $100 million in repayments from a number of legacy names, so we are encouraged by that. We will continue to address that proactively as they come up. We have some maturities in the next 12 to 18 months of those legacy names, so we are going to be working hard to cycle out of them and redeploy into the OneGS ecosystem we are operating in today with our new origination system and, frankly, better spreads we are seeing out here today. We are optimistic.

It is really hard to pinpoint when these will be rotated out, but we have made decent progress, albeit slower than we would like, and we will continue to work on that in the coming quarters.

Vivek Bantwal: I would just add, I think the power of the OneGS ecosystem is even more powerful in this environment, particularly with what you are seeing going on with retail flows in the non-traded BDC space. For us, the vast majority of our platform is institutional drawdown capital, about 83%. Our entire BDC complex is something like 17%. For Goldman Sachs BDC, Inc., which is an important part of our broader complex, it is going to be able to compete in a more scaled way than it could if it was just a stand-alone entity.

There are very few, if any, out there right now, as we are competing on deals, that are showing up with the type of scale we have in terms of solving capital needs for clients on new deals. There are fewer new deals overall, but for the deals that are happening, our ability to source them on a differentiated basis and provide entire capital structure solutions, because we are not as levered to some of the phenomena out there, is really going to help us. But to your point, it is going to be a little bit of a process as we continue to roll out of some of these older names.

Ethan Kaye: Great. That is good color. And then one other on the dividend. You maintained the dividend in Q2. You talked about using spillover this quarter to cover the shortfall. How long are you comfortable doing that, and what are some of the levers you feel you have to get dividend coverage back to a more sustainable level?

David Miller: Yes, very fair point. If you look at our results this quarter, they were negatively impacted by an outsized incentive fee. As a reminder, we have a three-year lookback that is very shareholder friendly on that incentive fee, which was elevated this quarter. If you roll that forward over the next couple of quarters, we view a more muted incentive fee as a result of the same policy, which will certainly support the dividend in the near term. It is our intent—subject to consultation with our Board—to maintain our dividend in the near term.

Operator: There are no further questions at this time. I will turn the conference back to Vivek for any additional or closing remarks.

Vivek Bantwal: Thanks, everyone, for joining. We appreciate your support and look forward to continuing the dialogue. Have a great weekend.