UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549~~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~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): March 20, 2025~~1934

Date of Report (Date of earliest event reported): June 4, 2025

26North BDC, Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Maryland	000-56594	~~000-56594~~	93-2305832
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
600 Madison Avenue26th Floor
New York, New York			10022
(Address of Principal Executive Offices)			(Zip Code)

~~Registrant’s~~600 ~~Telephone~~Madison ~~Number~~Avenue, ~~Including~~26th ~~Area~~Floor, ~~Code:~~New York, NY, 10022 (~~212~~Address of Principal Executive Offices) ~~224-0626~~(Zip Code)

Registrant’s telephone number, including area code: (212) 224-0626

Not Applicable

(Former ~~Name~~name or ~~Former Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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:

☐ 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 ~~TradingSymbol~~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 ☒

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. ☐

Item 35.0207. ~~Unregistered~~Submission ~~Sales~~of Matters to a Vote of ~~Equity~~Security ~~Securities~~Holders.

On ~~March 20~~June 4, 2025, 26North BDC, Inc. (the “Company”) ~~issued~~held ~~and~~its ~~sold~~annual ~~approximately~~meeting 4of stockholders (the “Annual Meeting”). At the Annual Meeting,~~506,355~~ ~~shares~~stockholders ofconsidered two proposals as described in the Company’s proxy statement filed on April 14, 2025. The issued and outstanding shares of common stock of the Company entitled to vote at the Annual Meeting consisted of 18,557,565 ~~par~~shares ~~value~~of ~~$0.001~~common ~~per~~stock ~~share~~outstanding (on the ~~“Common~~record ~~Stock”)~~date, ~~resulting~~March 28, in2025. ~~gross~~The ~~proceeds~~final results of ~~approximately~~the ~~$113.3~~voting ~~million~~on the matters submitted to stockholders at the Annual Meeting are set forth below.

~~The~~Proposal ~~sale~~1: ofBy ~~Common~~the ~~Stock~~votes ~~was~~shown ~~made~~below, ~~pursuant~~the tostockholders ~~subscription~~elected ~~agreements~~Patrick ~~entered~~Sullivan ~~into~~as bya ~~the~~Class II ~~Company~~director. ~~and~~Mr. Sullivan ~~its~~will ~~investors.~~serve ~~Under~~as a director until the ~~terms~~2028 Annual Meeting of ~~the~~Stockholders ~~subscription~~of ~~agreements~~the Company, ~~investors~~and ~~are~~until ~~required~~his tosuccessor ~~fund~~is ~~drawdowns~~duly toelected ~~purchase~~and ~~shares~~qualified. ofThe ~~Common~~affirmative ~~Stock~~vote upof toa ~~the~~plurality ~~amount~~ of ~~their~~the ~~respective~~shares ~~capital~~of ~~commitments~~the onCompany’s ancommon ~~as-needed~~stock ~~basis~~outstanding ~~with~~and aentitled ~~minimum~~to ofvote ~~ten~~thereon ~~calendar~~at ~~days’~~the ~~prior~~Meeting ~~notice~~was required to ~~investors~~elect Mr. Sullivan.

The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable. The Company relied upon representations from the investors in the subscription agreements that each investor was, as applicable, either (a) an “accredited investor” as defined in Regulation D under the Securities Act or (b) not a “U.S. person” as defined in Regulation S under the Securities Act.


Votes For	Votes Against	Abstentions	Broker Non Votes
9,615,903	—	625	—

Proposal 2: By the vote shown below, the stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Approval of Proposal 2 required a majority of the votes by all stockholders present, virtually or by proxy, at the Annual Meeting.


Votes For	Votes Against	Abstentions	Broker Non Votes
9,616,528	—	—	—

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~26North BDC, Inc.~~

26North BDC, Inc.

March 24, 2025

/s/ Jonathan Landsberg

Date: June 6, 2025

/s/ Jonathan Landsberg

Jonathan LandsbergChief Financial Officer and Treasurer

Jonathan Landsberg

Chief Financial Officer and Treasurer

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