26North BDC, Inc.

Overview

26North BDC, Inc. is a Maryland corporation, externally managed and non-diversified. The Company has elected to be regulated as a business development company (BDC) under the Investment Company Act of 1940 and intends to qualify as a Regulated Investment Company (RIC) under Subchapter M of the Internal Revenue Code. Its primary objective is current income with some capital appreciation.

Investment strategy

The Company focuses on directly originated middle-market loans in the United States. Portfolio exposures primarily include:

• First lien senior secured debt and unitranche debt (including last-out portions)
• Second lien senior secured debt and unsecured debt (including mezzanine debt)
• Potential equity warrants or selected equity co-investments related to debt investments

Listing and liquidity plans

The Company is designed to pursue a public listing on a national securities exchange within seven years of its Reorganization, subject to market conditions. It may also pursue other liquidity transactions within that period, including share repurchases, mergers or acquisitions, sales of assets followed by liquidation, an orderly wind-down, or a restructure into a new entity that could be listed. A liquidity event is not guaranteed.

Formation and reorganization

• Formed: October 13, 2022
• Reorganization (Exchange Date): October 2, 2023, when the 26N Direct Lending Fund LP (the Private Fund) reorganized into the Company
• The Reorganization included transfers of capital commitments from the Private Fund and the Blocker to the Company. The Adviser assumed known liabilities of the Private Fund, subject to reimbursement arrangements.

Affiliates and key relationships

• Investment Adviser: 26North Direct Lending LP (Delaware limited partnership, affiliate of 26North Partners LP). The Adviser manages day-to-day operations, deal sourcing, diligence, structuring, and portfolio monitoring.
• Administrator: 26North Direct Lending Administration LLC. SEI Global Services, Inc. serves as sub-administrator under a sub-administration agreement.
• Trademark license: Rights to use “26N” and “26North” are held by 26North Partners LP.
• Resource Sharing Agreement: 26North provides the Adviser with investment professionals and other resources.
• Investment Committee: Josh Harris, Brendan McGovern, Michael Mastropaolo, Jordan Walter, David Yu, and Mark Weinberg.
• Portfolio Manager: Brendan McGovern.

Management and governance

• Board of Directors: three directors, two of whom are independent
• Committees: Audit Committee and Nominating & Governance Committee established
• The Adviser provides management and investment services under an Investment Advisory Agreement (renewed February 27, 2026). The Administrator provides administrative services under an Administration Agreement.

Clients

The Adviser and affiliated firm serve a range of clients, including:

• 26North pooled investment funds
• Separate accounts for institutional clients
• Insurance company clients (insurers and reinsurers)
• Family office clients, including the Harris family office and related entities

Investment process and risk management

• Sourcing, diligence, and deal structuring are conducted by the Adviser’s Investment Team.
• Diligence follows a private equity–style approach, incorporating detailed financial analysis, management interviews, and third-party advisers as appropriate.
• Portfolio monitoring includes active engagement, quarterly valuations by independent firms, and ongoing reporting to the Investment Committee.
• Valuation policy follows ASC 820; investments that do not trade publicly are valued in good faith by the Adviser as valuation designee, with input from independent valuation firms.

Capital, fees, and economics

• Management Fee: 0.75% per year of average gross assets (averaged over the two most recent completed quarters), payable quarterly in arrears. If an Exchange Listing occurs, the Management Fee becomes 1.00%.
• Incentive Fee on investment income: 10% of Pre-Incentive Fee Net Investment Income per calendar quarter (17.5% after an Exchange Listing), subject to a quarterly preferred return (Hurdle) of 1.5% per quarter (6.0% annualized) and a catch-up provision.
• Capital Gains Incentive Fee: 10% of realized capital gains (17.5% after an Exchange Listing), applied annually on a cumulative basis from the commencement of investment operations, net of previously paid capital gains fees.
• Expense Support Agreement: The Adviser’s expenses may be reimbursed under an Expense Support Agreement, subject to limits tied to Excess Operating Funds, certain distributions and expense ratios, and a three-year look-back for reimbursable amounts.
• The fee and expense mechanics mean that incentive compensation can accrue to the Adviser under the hurdle and catch-up structure even in periods where net returns are negative.

Leverage and asset coverage

• The Company may incur leverage with an asset coverage requirement of 150% (reflecting an approved reduction from 200% to 150%).
• Temporary or emergency borrowings up to 5% of total assets are permitted and are not counted as senior securities.
• The Company may use credit facilities and a Financing SPV and may securitize loans to generate cash for new investments.

Regulatory and tax status

• As a BDC, the Company must meet asset composition requirements for qualifying assets and satisfy tests for RIC status, including income-source tests.
• The Company intends to qualify as a RIC and distribute the required portion of investment company taxable income to maintain that tax treatment. Failure to qualify would result in corporate-level taxation.
• The Company and Adviser apply internal codes of conduct and maintain privacy, cybersecurity, and data protection controls consistent with cross-border regulatory expectations (e.g., GDPR, CCPA).

Operations and location

Administrative and executive offices are located at: 600 Madison Avenue, 26th Floor, New York, NY 10022

Related-party arrangements are subject to Independent Director oversight and approval.

Employees

• The 26North platform reports more than 150 full-time employees as of December 31, 2025.
• The Company does not directly employ investment personnel; day-to-day investment operations are conducted by the Adviser’s personnel and, as needed, by the Administrator.

Key dates and figures

• Formation: October 13, 2022
• Reorganization (Exchange Date): October 2, 2023
• Exchange Listing target: within seven years of the Reorganization (subject to market conditions)
• Investment Advisory Agreement renewal: February 27, 2026
• 26North AUM: more than $32 billion as of December 31, 2025
• 26North employees: more than 150 full-time employees as of December 31, 2025
• Directors: 3 total; 2 Independent Directors
• Asset coverage for leverage (after reduction): 150%

Primary takeaway

26North BDC, Inc. is an externally managed BDC focused on directly originated U.S. middle-market loans. It operates under a defined management and incentive fee structure, may employ leverage under a reduced asset-coverage regime, and is supported by the broader 26North platform with substantial assets under management and experienced investment personnel.