UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 ~~February 7~~1, 2024

~~Golub~~GOLUB CAPITAL ~~Capital~~ BDC 3, ~~Inc~~INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01244

82-2375481

MARYLAND

814-01244

82-2375481

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

__ 200 Park Avenue, 25th Floor, New York, NY 10166_ _

200 Park Avenue, 25^th Floor, New York, NY	10166
(Address of Principal Executive Offices)	(Zip Code)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060

~~____ ____~~(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company þ   x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þx

Item 21.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

On ~~February 8~~March 1, 2024, Golub Capital BDC 3, Inc. ~~will~~(the “Company”), ~~host~~together with GBDC 3 Funding LLC, a ~~conference~~direct, ~~call~~wholly toowned ~~discuss~~subsidiary ~~its~~of ~~financial~~the ~~results~~Company, ~~for~~as ~~its~~borrower ~~first~~(“GBDC 3 ~~fiscal~~Funding”), ~~quarter~~entered ~~ended~~into ~~December~~an 31amendment (the “Seventh DB Credit Facility Amendment”) to the loan financing and servicing agreement, ~~2023. In~~dated ~~connection~~as ~~therewith~~of September 10, ~~Golub~~2019, ~~Capital~~by ~~BDC~~and among GBDC 3 Funding, ~~Inc.~~the isCompany, ~~providing~~the anlenders ~~earnings~~from ~~presentation~~time to ~~its~~time ~~shareholders~~parties ofthereto, ~~record~~Deutsche Bank asAG, ofNew ~~December~~York 31Branch, ~~2023.~~as Afacility ~~copy~~agent, the other agents parties thereto, each of the ~~earnings~~entities ~~presentation~~from istime ~~attached~~to ~~hereto~~time party thereto as securitization ~~Exhibit~~subsidiaries 99and Deutsche Bank Trust Company Americas, as collateral agent and as collateral custodian (as amended, the “DB Credit Facility”).1.

The ~~information~~Seventh inDB ~~Item~~Credit ~~2.02~~Facility ofAmendment ~~this~~amended the ~~Current~~DB ~~Report~~Credit onFacility ~~Form 8-K~~to, ~~including~~among ~~Exhibit~~other ~~99.1 furnished herewith~~things, is(a) ~~being~~revise ~~furnished~~certain ~~and~~provisions ~~shall~~such ~~not~~that bea ~~deemed~~merger ~~“filed” for any purpose~~ of ~~Section~~the 18Company ofwith ~~the~~another ~~Securities~~business development ~~Exchange~~company ~~Act~~advised ofby ~~1934~~GC Advisors, asLLC ~~amended~~or ~~(the~~its ~~“Exchange~~affiliates ~~Act”),~~would orbe ~~otherwise~~permitted ~~subject~~by to the ~~liabilities~~terms of ~~such~~the ~~Section. The~~DB ~~information~~Credit inFacility ~~this~~and ~~Current Report on Form 8-K shall~~ would not betrigger ~~deemed~~certain tochange beof ~~incorporated~~control byprovisions ~~reference~~and ~~into~~(b) ~~any~~extend ~~filing under~~ the ~~Securities~~period ~~Act~~during ofwhich ~~1933,~~GBDC as3 ~~amended,~~Funding ormay ~~the~~request ~~Exchange~~drawdowns ~~Act,~~under ~~except~~the DB asCredit ~~shall~~Facility beto ~~expressly~~April ~~set~~10, ~~forth by specific reference in such filing~~2024.

The description above is only a summary of the material provisions of the Seventh DB Credit Facility Amendment and is qualified in its entirety by reference to a copy of the Seventh DB Credit Facility Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. ~~99.1 Golub Capital BDC 3, Inc. First Quarter 2024 Earnings Presentation~~

10.1	Amendment No. 7 to Loan Financing and Servicing Agreement, dated as of March 8, 2023, among GBDC 3 Funding LLC, as borrower, Golub Capital BDC 3, Inc., as servicer, and Deutsche Bank AG, New York Branch, as facility agent, as agent and as a committed lender.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC 3, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Golub Capital BDC 3, Inc.		~~Golub Capital BDC 3, Inc.~~
Date: February 7, 2024			By: /s/ Christopher C. Ericson
Date: March 4, 2024	By:	/s/ Christopher C. Ericson
			Name: Christopher C. Ericson
	Name:	Christopher C. Ericson
			Chief Financial Officer
	Title:	Chief Financial Officer

Filing Compare · Golub Capital BDC 3, Inc.