West Bay BDC LLC 8-K

What Happened
West Bay BDC LLC filed an 8-K (Item 3.02) reporting that on February 23, 2026 it delivered a capital drawdown notice to investors relating to the sale of approximately 2.7 million common units for an aggregate offering price of about $46.4 million. The company expects the sale to close on or around March 9, 2026. The units are being sold under subscription agreements pursuant to investors’ existing capital commitments.

Key Details

• Capital drawdown notice delivered: February 23, 2026.
• Units being sold: ~2.7 million common units; aggregate offering price: ~$46.4 million.
• Expected closing date: on or around March 9, 2026.
• Sale terms: pursuant to subscription agreements; investors fund drawdowns up to their committed capital.
• Securities law treatment: issuance exempt from registration under Section 4(a)(2) and Regulation D or Regulation S as applicable; purchasers represented they are accredited investors or, for non‑U.S. sales, not U.S. persons. The company did not engage in general solicitation.

Why It Matters
This filing notifies investors that West Bay BDC is raising additional equity through a capital call rather than a public offering, which will increase the company’s equity base by roughly $46.4 million when the issuance closes. For existing investors, the drawdown reflects planned use of committed capital; for potential or secondary-market holders, the sale is limited to qualified purchasers under private placement exemptions and does not involve a public offering.