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Form 8-K

sec.gov

8-K — Bain Capital Specialty Finance, Inc.

Accession: 0001193125-26-342607

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0001655050

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — bcsf-20260810.htm (Primary)

EX-99.1 (bcsf-ex99_1.htm)

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8-K

8-K (Primary)

Filename: bcsf-20260810.htm · Sequence: 1

8-K

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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): August 10, 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

N/A

(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 August 10, 2026, Bain Capital Specialty Finance, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 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 August 10, 2026, the Company issued a press release announcing the declaration of a third fiscal quarter 2026 dividend of $0.42 per share. The third fiscal quarter 2026 dividend of $0.42 per share is for stockholders of record as of September 15, 2026 and payable on September 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 August 10, 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:

August 10, 2026

By:

/s/ Sabrina Rusnak-Carlson

Name: Sabrina Rusnak-Carlson

Title: General Cousnel

EX-99.1

EX-99.1

Filename: bcsf-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc. Announces June 30, 2026 Financial Results and Declares Third Quarter 2026 Dividend of $0.42 per Share

BOSTON – August 10, 2026 – Bain Capital Specialty Finance, Inc. (NYSE: BCSF, the “Company”, “our” or “we”) today announced financial results for the second quarter ended June 30, 2026, and that its Board of Directors (the “Board”) has declared a dividend of $0.42 per share for the third quarter of 2026.

"BCSF delivered solid net investment income per share during the second quarter of 2026. Credit quality across our diversified portfolio remains healthy and our borrowers continue to demonstrate sound operating performance," said Michael Ewald, Chief Executive Officer of BCSF. "The current environment continues to present compelling opportunities in the core middle market and we believe BCSF is well-positioned to execute on our longstanding, disciplined strategy and deliver attractive risk-adjusted returns for our shareholders."

Quarterly Highlights

•

Net investment income (NII) per share was $0.44, equating to an annualized NII yield on book value of 10.5%(1);

•

Net income per share was $0.22, equating to an annualized return on book value of 5.2%(1);

•

Net asset value per share as of June 30, 2026 was $16.65, as compared to $16.86 as of March 31, 2026;

•

Gross and net investment fundings were $182.0 million and $(95.2) million, respectively; ending net debt-to-equity was 1.22x, as compared to 1.28x as of March 31, 2026(2);

•

Investments on non-accrual represented 3.2% and 2.2% of the total investment portfolio at amortized cost and fair value, respectively, as of June 30, 2026, compared to 1.4% and 0.6% of the total investment portfolio at amortized cost and fair value, respectively, as of March 31, 2026; and

•

Subsequent to quarter-end, the Company’s Board of Directors declared a dividend of $0.42 per share for the third quarter of 2026 payable to stockholders of record as of September 15, 2026(3).

Selected Financial Highlights

($ in millions, unless otherwise noted)

Q2 2026

Q1 2026

Net investment income per share

$

0.44

$

0.42

Net investment income

$

28.6

$

27.4

Earnings per share

$

0.22

$

0.05

Regular dividends per share declared and payable

$

0.42

$

0.42

($ in millions, unless otherwise noted)

As of

June 30, 2026

As of

March 31, 2026

Total fair value of investments

$

2,363.6

$

2,470.8

Total assets

$

2,620.1

$

2,601.7

Total net assets

$

1,080.4

$

1,093.6

Net asset value per share

$

16.65

$

16.86

Portfolio and Investment Activity

For the three months ended June 30, 2026, the Company invested $182.0 million in 99 portfolio companies, including $73.4 million in 8 new companies and $108.6 million in 91 existing companies. The Company had $277.2 million of principal repayments and sales in the quarter, resulting in net investment fundings of $(95.2) million.

Investment Activity for the Quarter Ended June 30, 2026:

($ in millions)

Q2 2026

Q1 2026

Investment Fundings

$

182.0

$

243.2

Sales and Repayments

$

(277.2)

$

(255.4)

Net Investment Activity

$

(95.2

)

$

(12.2

)

As of June 30, 2026, the Company’s investment portfolio had a fair value of $2,363.6 million, comprised of investments in 214 portfolio companies operating across 30 different industries.

Investment Portfolio at Fair Value as of June 30, 2026:

Investment Type

$ in Millions

% of Total

First Lien Senior Secured Loan

$

1,499.6

63.4

%

Second Lien Senior Secured Loan

30.1

1.3

Subordinated Debt

86.6

3.7

Preferred Equity

182.7

7.7

Equity Interest

176.8

7.5

Warrants

0.7

0.0

Investment Vehicles

387.1

16.4

Subordinated Note in ISLP

190.7

8.1

Equity Interest in ISLP

30.7

1.3

Subordinated Note in SLP

163.8

6.9

Preferred and Equity Interest in SLP

1.9

0.1

Total

$

2,363.6

100.0

%

As of June 30, 2026, the weighted average yield on the investment portfolio at amortized cost and fair value were 10.8% and 10.4%, respectively, as compared to 10.8% and 10.9%, respectively, as of March 31, 2026(4)(5). 94.5% of the Company’s debt investments at fair value were in floating rate securities.

As of June 30, 2026, four portfolio companies were on non-accrual status, representing 3.2% and 2.2% of the total investment portfolio at amortized cost and fair value, respectively.

As of June 30, 2026, ISLP’s investment portfolio had an aggregate fair value of $705.7 million, comprised of investments in 38 portfolio companies operating across 15 different industries. The investment portfolio on a fair value basis was comprised of 93.9% first lien senior secured loans, 0.7% second lien senior secured loans and 5.4% equity interests. 100% of ISLP’s debt investments at fair value were in floating rate securities.

As of June 30, 2026, SLP’s investment portfolio had an aggregate fair value of $1,587.8 million, comprised of investments in 107 portfolio companies operating across 26 different industries. The investment portfolio on a fair value basis was comprised of 99.6% first lien senior secured loans, 0.3% second lien senior secured loans, and 0.1% equity interests. 100.0% of SLP’s debt investments at fair value were in floating rate securities.

Results of Operations

For the three months ended June 30, 2026 and March 31, 2026, total investment income was $62.3 million and $66.2 million, respectively.

Total expenses (before taxes) for the three months ended June 30, 2026 and March 31, 2026 were $33.0 million and $37.9 million, respectively.

Net investment income for the three months ended June 30, 2026 and March 31, 2026 was $28.6 million or $0.44 per share and $27.4 million or $0.42 per share, respectively.

During the three months ended June 30, 2026, the Company had net realized and unrealized losses of $14.6 million.

Net increase in net assets resulting from operations for the three months ended June 30, 2026 was $14.1 million, or $0.22 per share.

Capital and Liquidity

Bain Capital Specialty Finance, Inc.

As of June 30, 2026, the Company had total principal debt outstanding of $1,521.0 million, including $249.0 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 June 30, 2026, the weighted average interest rate on debt outstanding was 5.0%, as compared to 4.6% for the three months ended March 31, 2026.

As of June 30, 2026, the Company had cash and cash equivalents (including foreign cash) of $112.1 million, restricted cash and cash equivalents of $18.5 million, $69.4 million of unsettled trades, net of receivables and payables of investments, and $606.0 million of capacity under its Sumitomo Credit Facility. As of June 30, 2026, the Company had $438.0 million of undrawn investment commitments.

As of June 30, 2026, the Company’s debt-to-equity and net debt-to-equity ratios were 1.41x and 1.22x, respectively, as compared to 1.34x and 1.28x, respectively, as of March 31, 2026(2). Subsequent to quarter-end, the Company’s debt-to-equity and net debt-to-equity ratios were 1.34x and 1.22x, respectively, as of July 31, 2026.

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 third quarter dividend is payable on September 29, 2026 to stockholders of record as of September 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.

Bain Capital Specialty Finance, Inc.

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 August 11, 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.

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

•

Domestic: 1-833-309-3473

•

International: 1-785-838-9251

•

Conference ID: BAIN

All participants will need to reference “Bain Capital Specialty Finance - Second Quarter Ended June 30, 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 August 25, 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: 11162325

Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)

As of

As of

June 30, 2026

December 31, 2025

(Unaudited)

Assets

Investments at fair value:

Non-controlled/non-affiliate investments (amortized cost of $1,796,413 and $1,891,513, respectively)

$

1,789,082

$

1,905,297

Non-controlled/affiliate investments (amortized cost of $21,128 and $7,504, respectively)

31,761

18,674

Controlled affiliate investments (amortized cost of $557,704 and $603,650, respectively)

542,733

584,470

Cash and cash equivalents

97,187

23,092

Foreign cash (cost of $14,632 and $2,477, respectively)

14,957

3,151

Restricted cash and cash equivalents

18,467

32,667

Collateral on derivatives

11,020

10,993

Deferred financing costs

3,023

3,543

Interest receivable on investments

33,882

38,023

Interest rate swap

890

7,976

Receivable for sales and paydowns of investments

70,645

28,856

Prepaid insurance

92

489

Unrealized appreciation on forward currency exchange contracts

1,804

—

Dividend receivable

4,539

5,354

Total Assets

$

2,620,082

$

2,662,585

Liabilities

Debt (net of unamortized debt issuance costs of $15,936 and $10,110, respectively)

$

1,501,129

$

1,470,796

Interest rate swap

4,621

—

Interest payable

8,597

12,376

Payable for investments purchased

1,286

2,110

Collateral payable on derivatives

—

12,907

Unrealized depreciation on forward currency exchange contracts

1,105

9,061

Base management fee payable

8,992

9,408

Incentive fee payable

801

5,877

Accounts payable and accrued expenses

13,186

12,910

Distributions payable

—

9,730

Total Liabilities

1,539,717

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 June 30, 2026 and December 31, 2025, respectively

65

65

Paid in capital in excess of par value

1,161,110

1,161,110

Total distributable loss

(80,810

)

(43,765

)

Total Net Assets

1,080,365

1,117,410

Total Liabilities and Total Net Assets

$

2,620,082

$

2,662,585

Net asset value per share

$

16.65

$

17.23

See Notes to Consolidated Financial Statements

Bain Capital Specialty Finance, Inc.

Bain Capital Specialty Finance, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2026

2025

2026

2025

Income

Investment income from non-controlled/non-affiliate investments:

Interest from investments

$

37,795

$

44,292

$

77,128

$

85,964

Dividend income

654

2,940

1,273

4,665

PIK income

7,531

7,501

16,236

14,107

Other income

1,767

4,158

3,243

6,991

Total investment income from non-controlled/non-affiliate investments

47,747

58,891

97,880

111,727

Investment income from non-controlled/affiliate investments:

Interest from investments

36

127

38

135

PIK income

—

13

—

30

Other income

44

—

65

42

Total investment income from non-controlled/affiliate investments

80

140

103

207

Investment income from controlled affiliate investments:

Interest from investments

7,336

9,807

17,369

18,955

Dividend income

7,185

2,123

13,168

6,909

PIK income

—

4

2

6

Total investment income from controlled affiliate investments

14,521

11,934

30,539

25,870

Total investment income

62,348

70,965

128,522

137,804

Expenses

Interest and debt financing expenses

20,664

21,772

40,916

40,676

Base management fee

8,993

9,257

18,078

18,325

Incentive fee

801

5,446

6,419

7,668

Professional fees

612

714

1,312

1,428

Directors fees

180

182

360

356

Other general and administrative expenses

1,761

1,928

3,830

4,499

Total expenses, net of fee waivers

33,011

39,299

70,915

72,952

Net investment income before taxes

29,337

31,666

57,607

64,852

Income tax expense, including excise tax

732

1,076

1,638

2,152

Net investment income

28,605

30,590

55,969

62,700

Net realized and unrealized gains (losses)

Net realized gain (loss) on non-controlled/non-affiliate investments

(7,228

)

4,861

(3,408

)

(16,125

)

Net realized gain (loss) on non-controlled/affiliate investments

(6,598

)

(711

)

(6,598

)

(3,678

)

Net realized gain (loss) on controlled affiliate investments

(77

)

—

(13,525

)

—

Net realized gain (loss) on foreign currency transactions

(889

)

581

(823

)

332

Net realized gain (loss) on forward currency exchange contracts

(3,136

)

(1,409

)

(6,125

)

(3,814

)

Net change in unrealized appreciation on foreign currency translation

(227

)

1,484

(362

)

1,919

Net change in unrealized appreciation on forward currency exchange contracts

3,214

(15,074

)

9,760

(17,147

)

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

(7,353

)

7,507

(30,547

)

31,500

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

8,405

(1,379

)

8,895

(3,245

)

Net change in unrealized appreciation on controlled affiliate investments

(661

)

(2,728

)

4,209

(173

)

Total net loss

(14,550

)

(6,868

)

(38,524

)

(10,431

)

Net increase in net assets resulting from operations

$

14,055

$

23,722

$

17,445

$

52,269

Basic and diluted net investment income per share of common stock

$

0.44

$

0.47

$

0.86

$

0.97

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

$

0.22

$

0.37

$

0.27

$

0.81

Basic and diluted weighted average common stock outstanding

64,868,507

64,868,507

64,868,507

64,772,881

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 June 30, 2026, BCSF has invested approximately $10,129.6 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 or the webcast/conference call 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 or on the webcast/conference call. 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 of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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Former Legal or Registered Name of an entity

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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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.

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Local phone number for entity.

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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.

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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.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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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.

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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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