Form 8-K

8-K — Bain Capital Specialty Finance, Inc.

Accession: 0001193125-26-217311

Filed: 2026-05-12

Period: 2026-05-11

CIK: 0001655050

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d845735d8k.htm (Primary)

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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): May 11, 2026

BAIN CAPITAL SPECIALTY FINANCE, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

814-01175

81-2878769

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 Clarendon Street 37th Floor

Boston, Massachusetts

02116

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 516-2000

(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

Common Stock, par value $0.001 per share

BCSF

New York Stock Exchange

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 2.02

Results of Operations and Financial Condition.

On May 11, 2026, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01

Other Events.

On May 11, 2026, the Company issued a press release announcing the declaration of a second fiscal quarter 2026 dividend of $0.42 per share. The second fiscal quarter 2026 dividend of $0.42 per share is for stockholders of record as of June 15, 2026 and payable on June 29, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

99.1

Press Release, dated May 11, 2026.

104

Cover page interactive data file (formatted as Inline XBRL)

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.

BAIN CAPITAL SPECIALTY FINANCE, INC.

Date: May 11, 2026

By:

/s/ Adriana Rojas Garzón

Name:

Adriana Rojas Garzón

Title:

Vice President

EX-99.1

Filename: d845735dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc. Announces March 31, 2026 Financial Results and Declares Second Quarter 2026 Dividend of $0.42 per Share

BOSTON – May 11, 2026 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”)

today announced financial results for the first quarter ended March 31, 2026, and that its Board of Directors (the “Board”) has declared a dividend of $0.42 per share for the second quarter of 2026.

“BCSF’s credit fundamentals remained sound across our portfolio with stable, low non-accruals and

attractive net investment income that continued to cover our dividend,” said Michael Ewald, Chief Executive Officer of BCSF. “Despite market volatility and a challenging macroeconomic backdrop, we maintained a disciplined and selective

approach to a new investment activity, continuing to focus on structures that provide strong lender controls. Given Bain Capital’s longstanding presence and expertise in the core middle market, we believe BCSF remains well-positioned to

navigate the current market environment through its predominantly first lien portfolio, broad diversification across industries, and durable balance sheet.”

Quarterly Highlights

•

Net investment income (NII) per share was $0.42, equating to an annualized NII yield on book value of 10.0%(1);

•

Net income per share was $0.05, equating to an annualized return on book value of 1.2%(1);

•

Net asset value per share as of March 31, 2026 was $16.86, as compared to $17.23 as of

December 31, 2025;

•

Gross and net investment fundings were $243.2 million and $(12.2) million, respectively; ending net debt-to-equity was 1.28x, as compared to 1.24x as of December 31, 2025(2);

•

Investments on non-accrual represented 1.4% and 0.6% of the total

investment portfolio at amortized cost and fair value, respectively, as of March 31, 2026, down from 1.5% and 0.8% of the total investment portfolio at amortized cost and fair value, respectively, as of December 31, 2025;

•

During the quarter, the Company closed an offering of $350.0 million aggregate principal amount of 5.950%

unsecured notes due 2031 (the “March 2031 Notes”). In connection with these notes, the Company entered into an interest rate swap agreement to receive a fixed interest rate of 5.950% per annum and pay a floating interest rate of SOFR

plus 2.28% per annum; and

•

Subsequent to quarter-end, the Company’s Board of Directors

declared a dividend of $0.42 per share for the second quarter of 2026 payable to stockholders of record as of June 15, 2026(3).

Selected Financial Highlights

($ in millions, unless otherwise noted)

Q1 2026

Q4 2025

Net investment income per share

0.42

0.46

Net investment income

27.4

29.7

Earnings per share

0.05

0.43

Regular dividends per share declared and payable

0.42

Special dividends per share declared and payable

—

0.18

($ in millions, unless otherwise noted)

As of

March 31, 2026

As of

December 31, 2025

Total fair value of investments

2,470.8

2,508.4

Total assets

2,601.7

2,662.6

Total net assets

1,093.6

1,117.4

Net asset value per share

16.86

17.23

Portfolio and Investment Activity

For the three months ended March 31, 2026, the Company invested $243.2 million in 107 portfolio companies, including $123.6 million in 13

new companies, $110.6 million in 93 existing companies and $9.0 million in SLP. The Company had $255.4 million of principal repayments and sales in the quarter, resulting in net investment fundings of $(12.2) million.

Investment Activity for the Quarter Ended March 31, 2026:

($ in millions)

Q1 2026

Q4 2025

Investment Fundings

243.2

167.9

Sales and Repayments

255.4

193.2

Net Investment Activity

(12.2

)

(25.3

)

As of March 31, 2026, the Company’s investment portfolio had a fair value of $2,470.8 million, comprised

of investments in 212 portfolio companies operating across 30 different industries.

Investment Portfolio at Fair Value as of March 31, 2026:

Investment Type

$ in Millions

% of Total

First Lien Senior Secured Loan

1,631.1

66.0

Second Lien Senior Secured Loan

30.1

1.2

Subordinated Debt

81.7

3.3

Preferred Equity

165.1

6.7

Equity Interest

167.3

6.8

Warrants

0.8

0.0

Investment Vehicles

394.7

16.0

Subordinated Note in ISLP

190.7

7.7

Equity Interest in ISLP

31.6

1.3

Subordinated Note in SLP

166.9

6.8

Preferred and Equity Interest in SLP

5.5

0.2

Total

2,470.8

100.0

As of March 31, 2026, the weighted average yield on the investment portfolio at amortized cost and fair value were

10.8% and 10.9%, respectively, as compared to 10.8% and 10.9%, respectively, as of December 31, 2025(4)(5). 92.6% of the Company’s debt investments at fair value were in floating

rate securities.

As of March 31, 2026, six portfolio companies were on non-accrual status, representing

1.4% and 0.6% of the total investment portfolio at amortized cost and fair value, respectively.

As of March 31, 2026, ISLP’s investment

portfolio had an aggregate fair value of $711.9 million, comprised of investments in 40 portfolio companies operating across 17 different industries. The investment portfolio on a fair value basis was comprised of 94.0% first lien senior

secured loans, 0.7% second lien senior secured loans and 5.3% equity interests. 100% of ISLP’s debt investments at fair value were in floating rate securities.

As of March 31, 2026, SLP’s investment portfolio had an aggregate fair value of $1,599.1 million, comprised of investments in 106

portfolio companies operating across 26 different industries. The investment portfolio on a fair value basis was comprised of 99.7% first lien senior secured loans and 0.3% second lien senior secured loans. 100.0% of SLP’s debt investments at

fair value were in floating rate securities.

Results of Operations

For the three months ended March 31, 2026 and December 31, 2025, total investment income was $66.2 million and $68.2 million,

respectively.

Total expenses (before taxes) for the three months ended March 31, 2026 and December 31, 2025 were $37.9 million

and $37.7 million, respectively.

Bain Capital Specialty Finance, Inc.

Net investment income for the three months ended March 31, 2026 and December 31, 2025

was $27.4 million or $0.42 per share and $29.7 million or $0.46 per share, respectively.

During the three months ended

March 31, 2026, the Company had net realized and unrealized losses of $24.0 million.

Net increase in net assets resulting from operations

for the three months ended March 31, 2026 was $3.4 million, or $0.05 per share.

Capital and Liquidity

As of March 31, 2026, the Company had total principal debt outstanding of $1,467.0 million, including $195.0 million outstanding in the

Company’s Sumitomo Credit Facility, $272.0 million outstanding of the debt issued through BCC Middle Market CLO 2019-1 LLC, $300.0 million outstanding in the Company’s senior unsecured

notes due October 2026, $350.0 million outstanding in the Company’s senior unsecured notes due March 2030, and $350.0 million outstanding in the Company’s senior unsecured notes due March 2031.

For the three months ended March 31, 2026, the weighted average interest rate on debt outstanding was 4.6%, as compared to 4.6% for the three months

ended December 31, 2025.

As of March 31, 2026, the Company had cash and cash equivalents (including foreign cash) of

$16.6 million, restricted cash and cash equivalents of $17.6 million, $34.6 million of unsettled trades, net of receivables and payables of investments, and $660.0 million of capacity under its Sumitomo Credit Facility. As of

March 31, 2026, the Company had $442.6 million of undrawn investment commitments.

As of March 31, 2026, the Company’s debt-to-equity and net debt-to-equity ratios were 1.34x and 1.28x, respectively, as compared to

1.32x and 1.24x, respectively, as of December 31, 2025(3).

Endnotes

(1)

Net investment income yields and net income returns are calculated on average net assets, or book value, for

the respective periods shown.

(2)

Net debt-to-equity represents

principal debt outstanding less cash and cash equivalents and unsettled trades, net of receivables and payables of investments.

(3)

The second quarter dividend is payable on June 29, 2026 to stockholders of record as of June 15,

2026.

(4)

The weighted average yield is computed as (a) the annual stated interest rate or yield earned on the

relevant accruing debt and other income producing securities plus amortization of fees and discounts on the performing debt and other income producing investments, divided by (b) the total relevant investments at amortized cost or fair value.

The weighted average yield does not represent the total return to our stockholders.

(5)

For non-stated rate income producing investments, computed based on

(a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending amortized cost or fair value, as applicable. In instances where historical dividend or interest

income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.

Conference Call Information

A conference call to discuss the

Company’s financial results will be held live at 8:30 a.m. Eastern Time on May 12, 2026. Please visit BCSF’s webcast link located on the Events & Presentations page of the Investor Resources section of BCSF’s website

at http://www.baincapitalspecialtyfinance.com for a slide presentation that complements the Earnings Conference Call.

Bain Capital Specialty Finance, Inc.

Participants are also invited to access the conference call by dialing one of the following numbers:

•

Domestic:

1-800-245-3047

•

International:

1-203-518-9765

•

Conference ID: BAIN

All participants will need to reference “Bain Capital Specialty Finance—First Quarter Ended March 31, 2026 Earnings Conference

Call” once connected with the operator. All participants are asked to dial in 10-15 minutes prior to the call.

Replay Information:

An archived replay will be available

approximately three hours after the conference call concludes through May 26, 2026 via a webcast link located on the Investor Resources section of BCSF’s website, and via the dial-in numbers listed

below:

•

Domestic:

1-844-512-2921

•

International:

1-412-317-6671

•

Conference ID: 11161743

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

As of

March 31,

2026

December 31,

2025

(Unaudited)

Assets

Investments at fair value:

Non-controlled/non-affiliate

investments (amortized cost of $1,925,871 and $1,891,513, respectively)

1,916,461

1,905,297

Non-controlled/affiliate investments (amortized cost of

$7,504 and $7,504, respectively)

19,164

18,674

Controlled affiliate investments (amortized cost of $549,483 and $603,650, respectively)

535,173

584,470

Cash and cash equivalents

12,973

23,092

Foreign cash (cost of $3,026 and $2,477, respectively)

3,622

3,151

Restricted cash and cash equivalents

17,593

32,667

Collateral on derivatives

9,813

10,993

Deferred financing costs

3,285

3,543

Interest receivable on investments

35,091

38,023

Interest rate swap

4,979

7,976

Receivable for sales and paydowns of investments

38,101

28,856

Prepaid insurance

277

489

Unrealized appreciation on forward currency exchange contracts

224

—

Dividend receivable

4,920

5,354

Total Assets

2,601,676

2,662,585

Liabilities

Debt (net of unamortized debt issuance costs of $17,144 and $10,110, respectively)

1,454,657

1,470,796

Interest payable

10,910

12,376

Payable for investments purchased

3,527

2,110

Collateral payable on derivatives

4,760

12,907

Unrealized depreciation on forward currency exchange contracts

2,739

9,061

Base management fee payable

9,085

9,408

Incentive fee payable

5,618

5,877

Accounts payable and accrued expenses

16,825

12,910

Distributions payable

—

9,730

Total Liabilities

1,508,121

1,545,175

Commitments and Contingencies (See Note 10)

Net Assets

Common stock, par value $0.001 per share, 100,000,000,000 and 100,000,000,000 shares authorized,

64,868,507 and 64,868,507 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Paid in capital in excess of par value

1,161,110

Total distributable loss

(67,620

)

(43,765

)

Total Net Assets

1,093,555

1,117,410

Total Liabilities and Total Net Assets

2,601,676

2,662,585

Net asset value per share

16.86

17.23

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

For the Three Months Ended March 31,

2026

2025

Income

Investment income from

non-controlled/non-affiliate investments:

Interest from investments

39,333

41,672

Dividend income

619

1,725

PIK income

8,705

6,606

Other income

1,476

2,833

Total investment income from

non-controlled/non-affiliate investments

50,133

52,836

Investment income from non-controlled/affiliate

investments:

Interest from investments

PIK income

—

Other income

Total investment income from non-controlled/affiliate

investments

Investment income from controlled affiliate investments:

Interest from investments

10,033

9,148

Dividend income

5,983

4,786

PIK income

Total investment income from controlled affiliate investments

16,018

13,936

Total investment income

66,174

66,839

Expenses

Interest and debt financing expenses

20,252

18,904

Base management fee

9,085

9,068

Incentive fee

5,618

2,222

Professional fees

700

714

Directors fees

180

174

Other general and administrative expenses

2,069

2,571

Total expenses, net of fee waivers

37,904

33,653

Net investment income before taxes

28,270

33,186

Income tax expense, including excise tax

906

1,076

Net investment income

27,364

32,110

Net realized and unrealized gains (losses)

Net realized gain (loss) on

non-controlled/non-affiliate investments

3,820

(20,986

)

Net realized loss on non-controlled/affiliate

investments

—

(2,967

)

Net realized loss on controlled affiliate investments

(13,448

)

—

Net realized gain (loss) on foreign currency transactions

(249

)

Net realized loss on forward currency exchange contracts

(2,989

)

(2,405

)

Net change in unrealized appreciation on foreign currency translation

(135

)

435

Net change in unrealized appreciation on forward currency exchange contracts

6,546

(2,073

)

Net change in unrealized appreciation on non-controlled/non-affiliate investments

(23,194

)

23,993

Net change in unrealized appreciation on

non-controlled/affiliate investments

490

(1,866

)

Net change in unrealized appreciation on controlled affiliate investments

4,870

2,555

Total net loss

(23,974

)

(3,563

)

Net increase in net assets resulting from operations

3,390

28,547

Basic and diluted net investment income per share of common stock

0.42

0.50

Basic and diluted increase in net assets resulting from operations per share of common

stock

0.05

0.44

Basic and diluted weighted average common stock outstanding

64,868,507

64,676,192

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

About Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc. is an externally managed specialty finance company focused on lending to middle market companies. BCSF is managed by BCSF

Advisors, LP, an SEC-registered investment adviser and a subsidiary of Bain Capital Credit, LP. Since commencing investment operations on October 13, 2016, and through March 31, 2026, BCSF has

invested approximately $9,975.9 million in aggregate principal amount of debt and equity investments prior to any subsequent exits or repayments. BCSF’s investment objective is to generate current income and, to a lesser extent, capital

appreciation through direct originations of secured debt, including first lien, first lien/last out, unitranche and second lien debt, investments in strategic joint ventures, equity investments and, to a lesser extent, corporate bonds. BCSF has

elected to be regulated as a business development company under the Investment Company Act of 1940, as amended.

Forward-Looking Statements

This letter may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other

than statements of historical facts included in this letter may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from

those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the U.S. Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking

statement made herein. All forward-looking statements speak only as of the date of this letter.

Investor Contact:

Katherine Schneider

Tel. (212)

803-9613

investors@baincapitalbdc.com

Media Contact:

Scott Lessne

Tel. +1 (212) 300-1800

slessne@apcoworldwide.com

Bain Capital Specialty Finance, Inc.

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-Name Exchange Act

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-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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