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 0525, 2025

26North BDC, Inc.

(Exact name of Registrant as Specified in Its Charter)


Maryland	000-56594	93-2305832
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Madison Avenue 26th Floor
New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (212) 224-0626

    

     Not Applicable

    

(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:

☐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 ☒

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 13.0102 EntryUnregistered intoSales aof MaterialEquity Definitive AgreementSecurities.

On September 525, 2025, ~~the Company entered into Amendment No. 1 ("Amendment No. 1") to that certain Loan and Security Agreement, dated as of February 7, 2025, by and among~~ 26North BDC, Inc. (the "“Company"”), asissued ~~borrower, 26North Direct Lending LP, as portfolio manager, the lenders party thereto,~~ and ~~JPMorgan~~sold ~~Chase~~approximately ~~Bank~~4, ~~National Association~~824,805 asshares ~~administrative agent (the “Subscription Facility”). Amendment No. 1 amended certain terms~~ of the ~~Subscription~~Company’s ~~Facility,~~common ~~including~~stock, ~~but~~par ~~not~~value ~~limited to, amendments to (i) increase the total Financing Commitments thereunder from~~ $~~250~~0.001 ~~million~~per toshare ~~$450 million,~~ (~~ii) extend~~ the scheduled termination date thereof to September 4, 2026 and (iii) modify the interest charged on advances to a rate based on SOFR, SONIA, SARON, EURIBOR or CORRA, as applicable (or, if SOFR is not available, a benchmark replacement or a “~~base~~Common ~~rate~~Stock” ~~(which is the greater of the prime rate and the federal funds rate plus 0.50%~~), asresulting ~~applicable),~~in ~~plus~~gross aproceeds ~~margin~~ of 1approximately $122.~~80%~~1 ~~per annum~~million.

~~Capitalized~~The ~~terms~~sale ~~used~~of ~~but~~Common ~~not~~Stock ~~defined~~was inmade ~~this~~pursuant ~~Item~~to 1subscription agreements entered into by the Company and its investors.01 ~~shall~~Under ~~have~~the terms of the ~~meanings~~subscription ~~given~~agreements, investors are required to ~~them~~fund indrawdowns to purchase shares of Common Stock up to the ~~Subscription~~amount ~~Facility~~of their respective capital commitments on an as-needed basis with a minimum of ten calendar days’ prior notice to investors.

The ~~description~~issuance ~~above~~of the Common Stock is ~~only~~exempt afrom ~~summary~~the registration requirements of the ~~material~~Securities ~~provisions~~Act of ~~Amendment~~1933, ~~No.~~as 1amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and isRegulation ~~qualified~~D inor ~~its~~Regulation ~~entirety~~S bythereunder, ~~reference~~as toapplicable. The Company relied upon representations from the ~~full~~investors ~~text~~in ofthe ~~such~~subscription ~~agreement~~agreements that each investor was, ~~which~~as isapplicable, ~~filed~~either (a) an “accredited investor” as ~~Exhibit~~defined ~~10.1~~in toRegulation ~~this~~D ~~current~~under ~~report~~the onSecurities ~~Form~~Act ~~8-K~~or ~~and~~(b) ~~incorporated~~not bya ~~reference~~“U.S. ~~herein~~person” as defined in Regulation S under the Securities Act.

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~SIGNATURES

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~requirements inof ~~Item~~the ~~1.01~~Securities isExchange ~~incorporated~~Act byof ~~reference~~1934, ~~into~~the registrant has duly caused this ~~Item~~report 2to be signed on its behalf by the undersigned hereunto duly authorized.~~03.~~

Item 9.01 Financial Statements and Exhibits.


			26North BDC, Inc.

Date:	September 29, 2025	By:	/s/ Jonathan Landsberg
			Jonathan Landsberg Chief Financial Officer and Treasurer

(d) Exhibits

Exhibit Number	Description
10.1	Amendment No. 1 to the Loan and Security Agreement, dated as of February 7, 2025, by and among 26North BDC, Inc., as Borrower, 26North Direct Lending LP, as Portfolio Manager, the Lenders party thereto and JPMorgan Chase Bank, National Association, as Administrative Agent.
104	Cover Page Interactive Data File

SIGNATURES

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

			26North BDC, Inc.
Date:	September 11, 2025	By:	/s/ Jonathan Landsberg
			Jonathan LandsbergChief Financial Officer and Treasurer

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