8-K

Palmer Square Capital BDC Inc. (PSBD)

8-K 2025-11-05 For: 2025-11-05
View Original
Added on April 12, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): November 05, 2025

Palmer Square Capital BDC Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland 814-01334 84-3665200
(State or Other Jurisdiction<br>of Incorporation) (Commission File Number) (IRS Employer<br>Identification No.)
1900 Shawnee Mission Parkway, Suite 315
Mission Woods, Kansas 66205
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: 816 994-3200
---

(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<br>Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share PSBD 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 November 05, 2025, Palmer Square Capital BDC Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K, and Exhibit 99.1 attached hereto, is being furnished by the Company in satisfaction of the public disclosure requirements of Item 2.02 of Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01 Regulation FD Disclosure.

Additionally, on November 05, 2025, the Company made available on its website, www.palmersquarebdc.com, a supplemental investor presentation with respect to the third quarter 2025 earnings release. The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated November 05, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

PALMER SQUARE CAPITAL BDC INC.
Date: November 05, 2025 By: /s/ Jeffrey D. Fox
Jeffrey D. Fox, Chief Financial Officer

EX-99.1

Exhibit 99.1

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Palmer Square Capital BDC Inc. Announces Third Quarter 2025 Financial Results

Declares Fourth Quarter 2025 Base Dividend of $0.36 Per Share with Supplemental Dividend

Expected to be Announced in December

MISSION WOODS, Kansas, November 05, 2025 — Palmer Square Capital BDC Inc. (NYSE: PSBD) (“PSBD” or the “Company”), an externally managed business development company, today announced its financial results for the third quarter ended September 30, 2025.

Financial and Operating Highlights

  • Total investment income of $31.7 million for the third quarter of 2025, compared to $37.3 million for the prior year period
  • Net investment income of $13.6 million or $0.43 per share for the third quarter of 2025, as compared to $15.7 million or $0.48 per share for the comparable period last year
  • Net asset value of $15.39 per share as of September 30, 2025, compared to $15.68 per share as of June 30, 2025
  • Total net realized and unrealized losses of $10.3 million for the third quarter of 2025, compared to losses of $8.2 million in the third quarter of 2024
  • As of September 30, 2025, total assets were $1.3 billion and total net assets were $490.4 million
  • Debt-to-equity as of September 30, 2025 was 1.53x, compared to 1.51x as of June 30, 2025
  • Paid cash distributions to stockholders totaling $0.42 per share for the third quarter of 2025
  • Declared a fourth quarter regular base dividend distribution of $0.36 per share, payable on January 14, 2026, to shareholders of record as of December 29, 2025. In accordance with our dividend policy, we expect to announce a supplemental dividend in December
  • In the third quarter, we had only $360.9 thousand of PIK income, or 1.14% of total investment income

“We are very pleased with our financial performance in the third quarter, supported by our focus on high quality assets and prudent portfolio construction,” said Christopher D. Long, Chairman and Chief Executive Officer of Palmer Square Capital BDC. “Our team is encouraged by the acceleration in deal activity, yet remains committed to disciplined capital deployment with the goal of maximizing long-term value for investors. The depth of our experience across primary and secondary syndicated loan markets, combined with our ability to pursue attractive private credit opportunities, positions us well to take advantage of a dynamic market environment. This agility is further enhanced by our seasoned investment team and strong alignment with shareholders.”

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in thousands, except per share data For the Quarter Ended
6/30/25 9/30/2024
Financial Highlights
Net Investment Income Per Share1 0.43 $ 0.43 $ 0.48
Net Investment Income 13,641 $ 13,842 $ 15,729
NAV Per Share 15.39 $ 15.68 $ 16.61
Dividends Earned Per Share2 0.42 $ 0.42 $ 0.47
9/30/25 6/30/25 9/30/2024
Portfolio Highlights
Total Fair Value of Investments 1,258,988 $ 1,279,793 $ 1,389,801
Number of Industries 42 39 39
Number of Portfolio Companies 209 206 212
Portfolio Yield3 10.07% 10.10% 10.48%
Senior Secured Loan4 95% 96% 96%
Investments on Non-Accrual5 0.40% 0.19% 0.26%
Total Return6 1.41% 1.85% 1.43%
Debt-to-Equity 1.53x 1.51x 1.52x

All values are in US Dollars.

  • Net investment income for the period divided by the weighted average share count for the period.
  • Dividend amount reflects dividend earned in period.
  • Weighted average total yield of debt and income producing securities at fair value.
  • As a percentage of long-term investments, at fair value.
  • As a percentage of total investments, at fair value.
  • Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.

Portfolio and Investment Activity

As of September 30, 2025, we had 262 investments in 209 portfolio companies with an aggregate fair value of approximately $1.2 billion. Based on a total fair value of $1.3 billion, including short term investments, the portfolio consisted of 86.10% first lien senior secured debt investments, 4.90% second lien senior secured debt investments, 4.30% short-term investments, 3.60% collateralized loan obligation structured credit funds (“CLOs”) mezzanine and equity investments, 0.60% corporate bond investments, and 0.50% equity investments.

As of September 30, 2025, 98% of the long-term investments based on fair value in our portfolio were at floating rates. At the end of the third quarter, 99.60% of the portfolio at fair value was income producing. There were two portfolio companies on non-accrual status. As of September 30, 2025, the weighted average total yield to maturity of debt and income producing securities at fair value was 10.07%, and weighted average total yield to maturity of debt and income producing securities at amortized cost was 8.00%. For the third quarter of 2025, the principal amount of new investments funded was $138.7 million which included 28 investments at an average value of approximately $4.8 million. For this period, the Company had $156.0 million aggregate principal amount in sales and repayments.

Liquidity and Capital Resources

As of September 30, 2025, the Company had $4.2 million in cash and cash equivalents and approximately $752.4 million in total aggregate principal amount of debt outstanding. Subject to borrowing base and other restrictions, the Company had available liquidity, consisting of cash and undrawn capacity on credit facilities of approximately $252.8 million compared to $16.4 million of unfunded investment commitments as of September 30, 2025.

Recent Developments

On November 05, 2025, PSBD’s Board of Directors announced that it had declared a fourth quarter regular base dividend distribution of $0.36 per share, payable on January 14, 2026, to shareholders of record as of December 29, 2025. We expect to announce an additional quarterly supplemental dividend distribution for the fourth quarter of 2025 in December.

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Earnings Conference Call

The Company will host a conference call on Wednesday, November 05, 2025, at 1:00 pm ET to review its financial performance and conduct a question-and-answer session. To participate in the earnings call, participants should register online at the Palmer Square Investor Relations website. To avoid potential delays, please join at least 10 minutes prior to the start of the call. The conference call can be accessed through the following links:

  • United States: +1 (888) 596-4144
  • International: +1 (646) 968-2525
  • Event Plus Entry Passcode: 1803382#
  • Live Audio Webcast

A replay of the live conference call will be available shortly after the conclusion of the event and accessible on the events and presentations section of the Palmer Square Investor Relations website.

About Palmer Square Capital BDC Inc.

Palmer Square Capital BDC Inc. (NYSE: PSBD) is an externally managed, non-diversified closed-end management investment company that primarily lends to and invests in corporate debt loans, including but not limited to large private U.S. companies in the broadly syndicated loan market, as well as the direct large cap private credit market. PSBD has elected to be regulated as a business development company under the Investment Company Act of 1940. PSBD’s investment objective is to maximize total return, comprised of current income and capital appreciation. PSBD’s current investment focus is guided by two strategies that facilitate its investment opportunities and core competencies: (1) investing in corporate debt loans and, to a lesser extent, (2) investing in other debt securities which may include collateralized loan obligation debt and equity. PSBD’s investment activities are managed by its investment adviser, Palmer Square BDC Advisor LLC, an affiliate of Palmer Square Capital Management LLC.

Forward-Looking Statements

Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. The forward-looking statements may include statements as to our future base and supplemental dividend distributions and the prospects of our portfolio companies. These and other forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “seek,” “expect,” “anticipate,” “project,” “estimate,” “intend,” “continue,” “target,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. 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 PSBD’s filings with the SEC. PSBD undertakes no duty to update any forward-looking statement made herein unless required by law. All forward-looking statements speak only as of the date of this press release. Although PSBD undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that PSBD may make directly to you or through reports that in the future may be filed with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Contacts

Investors

Matt Bloomfield and Jeremy Goff Palmer Square Capital BDC Inc. Investors@palmersquarebdc.com

Media

Josh Clarkson

Prosek Partners

PSBD@prosek.com

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Financial Highlights

For the Nine Months Ended
September 30,
2025 2024
Per Common Share Operating Performance
Net Asset Value, Beginning of Period $ 16.50 $ 17.04
Results of Operations:
Net Investment Income(1) 1.25 1.48
Net Realized and Unrealized Gain (Loss) on Investments(4) (1.13 ) (0.48 )
Net Increase (Decrease) in Net Assets Resulting from Operations 0.12 1.00
Distributions to Common Stockholders
Distributions from Net Investment Income (1.23 ) (1.43 )
Net Decrease in Net Assets Resulting from Distributions (1.23 ) (1.43 )
Net Asset Value, End of Period $ 15.39 $ 16.61
Shares Outstanding, End of Period 31,875,902 32,623,502
Ratio/Supplemental Data
Net assets, end of period $ 490,445,213 $ 541,937,155
Weighted-average shares outstanding 32,343,757 32,260,537
Total Return(3) 2.20 % 6.23 %
Portfolio turnover 27 % 23 %
Ratio of operating expenses to average net assets without waiver(2) 13.92 % 14.72 %
Ratio of operating expenses to average net assets with waiver(2) 13.92 % 14.70 %
Ratio of net investment income (loss) to average net assets without waiver(2) 10.38 % 11.54 %
Ratio of net investment income (loss) to average net assets with waiver(2) 10.38 % 11.55 %
  • The per common share data was derived by using weighted average shares outstanding.
  • The ratios reflect an annualized amount.
  • Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (if any), divided by the beginning NAV per share. Total return is not annualized. Assumes reinvestment of distributions.
  • Realized and unrealized gains and losses per share in this caption are balancing amounts necessary to reconcile the change in net asset value per share for the period, and may not reconcile with the aggregate gains and losses in the Consolidated Statements of Operations due to share transactions during the period.

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Palmer Square Capital BDC Inc.

Consolidated Statement of Assets and Liabilities

December 31,<br>2024
Assets:
Non-controlled, non-affiliated investments, at fair value (amortized cost of 1,331,847,439 and 1,454,611,467, respectively) 1,258,987,964 $ 1,407,130,945
Cash and cash equivalents 4,200,782 2,766,409
Receivables:
Receivable for sales of investments 7,615,716 7,799,523
Receivable for paydowns of investments 1,113,301 1,347,516
Due from investment adviser 616,715 248,110
Dividend receivable 197,582 259,625
Interest receivable 8,682,326 11,458,267
Prepaid expenses and other assets 107,407 32,364
Total Assets 1,281,521,793 $ 1,431,042,759
Liabilities:
Credit facilities (net of deferred financing costs of 4,191,957 and 5,375,986, respectively) (Note 6) 450,064,588 $ 501,650,602
Notes (net of deferred financing costs of 1,644,557 and 1,748,822, respectively) (Note 6) 302,285,474 302,505,057
Payables:
Payable for investments purchased 19,973,880 67,460,523
Distributions payable 13,404,534 15,649,925
Management fee payable 2,242,634 2,413,798
Incentive fee payable 1,950,400 2,149,132
Accrued other general and administrative expenses 1,155,070 1,368,753
Total Liabilities 791,076,580 $ 893,197,790
Commitments and contingencies (Note 9)
Net Assets:
Common Shares, 0.001 par value; 450,000,000 shares authorized; 31,875,902 and 32,600,193 as of September 30, 2025 and December 31, 2024, respectively issued and outstanding 31,876 $ 32,600
Additional paid-in capital 601,218,336 611,122,164
Total distributable earnings (accumulated deficit) (110,804,999 ) (73,309,795 )
Total Net Assets 490,445,213 $ 537,844,969
Total Liabilities and Net Assets 1,281,521,793 $ 1,431,042,759
Net Asset Value Per Common Share 15.39 $ 16.50

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

(Note 6) See Note 6 to the consolidated financial statements for a description of the Company’s borrowings, including its revolving credit facility with Bank of America, N.A., its credit facility with Wells Fargo Bank, National Association, and its term debt securitization (CLO transaction).
(Note 9) As of September 30, 2025 and December 31, 2024, the Company had an aggregate of $16.4 million and $21.6 million, respectively, of unfunded commitments to provide debt financing to its portfolio companies. As of each of September 30, 2025 and December 31, 2024, there were no capital calls or draw requests made by the portfolio companies to fund these commitments. Such commitments are generally up to the Company’s discretion to approve or are subject to the satisfaction of certain financial and nonfinancial covenants and involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Company’s consolidated statements of assets and liabilities and are not reflected in the Company’s consolidated statements of assets and liabilities.

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Palmer Square Capital BDC Inc.

Consolidated Statement of Operations

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Income:
Investment income from non-controlled, non-affiliated investments:
Interest income $ 30,432,071 $ 35,775,337 $ 90,275,576 $ 104,261,540
Dividend income 657,248 599,667 1,713,085 2,659,394
Payment-in-kind interest income 360,941 204,826 1,670,709 439,129
Other income 235,009 726,171 917,098 1,280,377
Total investment income from non-controlled, non-affiliated investments 31,685,269 37,306,001 94,576,468 108,640,440
Total Investment Income 31,685,269 37,306,001 94,576,468 108,640,440
Expenses:
Incentive fees 1,950,400 2,229,576 5,733,185 6,404,282
Interest expense 12,757,494 15,670,636 38,303,625 43,846,496
Management fees 2,242,634 2,424,412 6,809,386 7,290,730
Professional fees 229,116 318,504 793,224 954,527
Directors fees 37,808 37,705 112,192 112,295
Other general and administrative expenses 826,747 896,437 2,429,106 2,277,810
Total Expenses 18,044,199 21,577,270 54,180,718 60,886,140
Less: Management fee waiver (Note 3) (50,511 )
Net expenses 18,044,199 21,577,270 54,180,718 60,835,629
Net Investment Income (Loss) 13,641,070 15,728,731 40,395,750 47,804,811
Realized and unrealized gains (losses) on investments and foreign currency transactions
Net realized gains (losses):
Non-controlled, non-affiliated investments (1,243,620 ) (7,119,299 ) (12,883,252 ) (18,267,554 )
Total net realized gains (losses) (1,243,620 ) (7,119,299 ) (12,883,252 ) (18,267,554 )
Net change in unrealized gains (losses):
Non-controlled, non-affiliated investments (9,044,026 ) (1,054,247 ) (25,378,309 ) 6,210,881
Total net change in unrealized gains (losses) (9,044,026 ) (1,054,247 ) (25,378,309 ) 6,210,881
Total realized and unrealized gains (losses) (10,287,646 ) (8,173,546 ) (38,261,561 ) (12,056,673 )
Net Increase (Decrease) in Net Assets Resulting from Operations $ 3,353,424 $ 7,555,185 $ 2,134,189 $ 35,748,138
Per Common Share Data:
Basic and diluted net investment income per common share $ 0.43 $ 0.48 $ 1.25 $ 1.48
Basic and diluted net increase (decrease) in net assets resulting from operations $ 0.10 $ 0.23 $ 0.07 $ 1.11
Weighted Average Common Shares Outstanding - Basic and Diluted 32,084,902 32,613,897 32,343,757 32,260,537

The accompanying notes are an integral part of these consolidated financial statements.

(Note 3) Prior to the IPO, the base management fee was 2.00% of the average value of the weighted average (based on the number of shares outstanding each day in the quarter) of the Company’s total net assets at the end of the two most recently completed calendar quarters. The Investment Advisor, however, during any period prior to the IPO, agreed to waive its right to receive management fees in excess of an annual rate of 1.75% of the average value of the weighted average total net assets at the end of each of our two most recently completed calendar quarters. The Investment Advisor will not be permitted to recoup any base management fees waived for any period of time prior to the IPO.

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Palmer Square Capital BDC Inc.

Portfolio and Investment Activity

For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
New investments:
Gross investments $ 138,665,631 $ 66,239,961 $ 335,350,462 $ 602,024,188
Less: sold investments (156,027,427 ) (82,822,220 ) (433,678,517 ) (292,405,569 )
Total new investments (17,361,796 ) (16,582,259 ) (98,328,055 ) 309,618,619
Principal amount of investments funded:
First-lien senior secured debt investments $ 121,385,632 $ 62,171,592 $ 303,546,402 $ 526,804,513
Second-lien senior secured debt investments 5,970,000 4,068,369 10,960,000 46,292,869
Corporate bonds 2,999,999 4,998,572 4,095,000
Collateralized securities and structured products - debt 8,310,000 8,310,000 23,573,612
CLO Equity
Common stock 6,937,015 1,258,194
Preferred Stock 598,473
Total principal amount of investments funded 138,665,631 66,239,961 335,350,462 602,024,188
Principal amount of investments sold or repaid:
First-lien senior secured debt investments $ 140,963,220 $ 75,231,088 $ 404,445,897 $ 253,203,637
Second-lien senior secured debt investments 7,499,999 1,200,000 15,736,494 19,654,359
Corporate Bonds 4,020,000 2,005,000 4,020,000
Collateralized securities and structured products - debt 5,900,000 1,250,000 8,800,000 6,500,000
CLO Equity 1,664,208 1,121,132 2,691,126 9,027,573
Common Stock
Preferred Stock
Total principal amount of investments sold or repaid $ 156,027,427 $ 82,822,220 $ 433,678,517 $ 292,405,569
For the Three Months<br>Ended September 30, For the Nine Months<br>Ended September 30,
--- --- --- --- ---
2025 2024 2025 2024
Number of new investment commitments 28 21 69 78
Average new investment commitment amount $4,760,375 $2,717,288 $4,182,689 $4,157,481
Weighted average maturity for new investment commitments 6.75 years 5.29 years 5.80 years 5.60 years
Percentage of new debt investment commitments at floating rates 97.75% 100.00% 98.96% 100.00%
Percentage of new debt investment commitments at fixed rates 2.25% 0.00% 1.04% 0.00%
Weighted average interest rate of new investment commitments(1) 8.48% 9.07% 8.54% 9.58%
Weighted average spread over reference rate of new floating rate investment commitments(2) 4.30% 4.17% 4.32% 4.63%
Weighted average interest rate on long-term investments sold or paid down 8.64% 9.50% 8.53% 10.22%
  • New CLO equity investments do not have an ascribed interest rate and are therefore excluded from the calculation.
  • Variable rate loans bear interest at a rate determined by reference to the CME Term Secured Overnight Financing Rate (“SOFR” or “S”) (which can include one-, three-, or six-month SOFR), which resets periodically based on the terms of the loan agreement. At the borrower’s option, loans may instead reference an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), which also resets periodically based on the terms of the loan agreements. Loans that reference SOFR may include a Credit Spread Adjustment (“CSA”), where the CSA is a defined additional spread amount based on the tenor of SOFR the borrower selects (making the reference rate S+CSA).