1. ORGANIZATION

26North BDC, Inc. (together with its consolidated subsidiaries, the “Company”, “we”, “us”, or “our”) is incorporated under the laws of the State of Maryland and was formed on October 13, 2022. The Company commenced operations on October 11, 2023. The Company is an externally managed, non-diversified, closed-end management investment company, and elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) on October 3, 2023. In addition, the Company has elected to be treated, and intends to qualify each year, as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Company established 26N DL Funding 1 LLC (“Financing SPV”) as a wholly-owned direct subsidiary, whose assets are used to secure Financing SPV’s credit facility. Financing SPV is incorporated under the laws of the State of Delaware and was formed on August 4, 2023.

On February 28, 2024, the Company formed a wholly-owned subsidiary, 26North BDC CA SPV, LLC, a Delaware limited liability company (“CA SPV”), which is intended to hold a California finance lenders license. CA SPV is intended to originate loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business. As of March 31, 2025, CA SPV had not commenced operations.

The Company’s investment objective is to generate current income and, to a lesser extent, capital appreciation. The Company invests primarily in directly originated senior secured loans to middle market companies domiciled in the United States. The Company’s portfolio consists primarily of direct originations of (i) first lien senior secured debt and unitranche debt (including last out portions of such loans) and, to a lesser extent, (ii) second lien senior secured debt and unsecured debt, including mezzanine debt. In connection with its debt investments, the Company is permitted to receive equity warrants or make select equity co-investments. The Company generally considers middle market companies to consist of companies with between $25 million and $100 million of annual EBITDA, although the Company may from time to time invest in larger or smaller companies.

26North Direct Lending LP, a Delaware limited partnership and subsidiary of 26North Partners LP (together with its affiliates, “26North”), serves as the investment adviser to the Company (the “Adviser”), and is registered as an investment adviser with the Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser, subject to the overall supervision of the board of directors of the Company (the “Board” or the “Board of Directors”), will be responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring investments, and monitoring the Company’s portfolio companies on an ongoing basis through a team of investment professionals.

Our operations comprise of a single reportable business segment, asset management, which is detailed in the previous paragraphs. The Chief Operating Decision Maker (“CODM”) consists of the Company’s Chief Executive Officer and Chief Financial Officer, as these are the individuals responsible for determining the Company’s investment strategy as outlined in the prospectus, capital allocation, expense structure, launch and dissolution and entering into significant contracts on behalf of the Company. The CODM uses key metrics to determine how to allocate resources. Key metrics include, but are not limited to, net investment income and net income that is reported on the Consolidated Statement of Operations, financial highlights reported in Note 12, underlying investment cost and market value as disclosed on the Consolidated Schedule of Investments and expected yield relative to the risk of the assets as disclosed in the composition of the investment portfolio and associated yield figures in the MD&A.

The Company has conducted and from time to time may conduct private offerings (each, a “Private Offering”) of the Company’s shares of common stock, par value $0.001 (“Common Stock”) in the United States to “accredited investors” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”), and outside the United States in accordance with Regulation S or Regulation D promulgated under the 1933 Act, in reliance on exemptions from the registration requirements of the 1933 Act. At each closing of the current Private Offering, each investor will make a capital commitment (a “Capital Commitment”) to purchase shares of the Company’s Common Stock pursuant to a subscription agreement entered into with the Company. Investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivers a drawdown notice.

On September 7, 2023, the Adviser purchased 1,000 shares of Common Stock at a price of $25.00 per share as the Company’s initial capital. The Company completed its initial closing on Capital Commitments on October 2, 2023, in connection with the reorganization

of 26N Direct Lending Fund LP, a private fund that was not registered under the 1940 Act or the 1934 Act, with and into the Company (the “Reorganization”). After the Reorganization was effected, the Company called $41.5 million of capital from investors in exchange for 1,661,350 of the Company’s shares of Common Stock. The shares of Common Stock were issued on October 11, 2023, and the Company commenced operations on such date.

On October 18, 2023, the Company commenced its loan origination and investment activities.