West Bay BDC LLC

03/03/2026 | Press release | Distributed by Public on 03/03/2026 16:02

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and other parts of this report contain forward-looking information that involves risks and uncertainties. References to "we," "us," "our," and the "Company," mean West Bay BDC LLC, as the context may require. The terms "GSAM," "Goldman Sachs Asset Management," our "Adviser" or our "Investment Adviser" refer to Goldman Sachs Asset Management, L.P., a Delaware limited partnership. The term "GS Group Inc." refers to The Goldman Sachs Group, Inc. "GS & Co." refers to Goldman Sachs & Co. LLC and its predecessors. The term "Goldman Sachs" refers to GS Group Inc., together with GS & Co., GSAM and its other subsidiaries and affiliates. The discussion and analysis contained in this section refer to our financial condition, results of operations and cash flows. The information contained in this section should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. Please see "Cautionary Statement Regarding Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with this discussion and analysis. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed under "Cautionary Statement Regarding Forward-Looking Statements" appearing elsewhere in this report.

OVERVIEW

We are a specialty finance company that is a non-diversified, closed-end management investment company that has elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, we have elected to be treated as a regulated investment company ("RIC"), and we expect to qualify annually for tax treatment as a RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), commencing with our taxable year ended December 31, 2024. From our inception on May 1, 2024 through December 31, 2025, we originated approximately $616.0 million in aggregate principal amount of debt investments prior to any subsequent exits and repayments.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. Our investment strategy is consistent with that of the broader Goldman Sachs Asset Management Private Credit platform, with a focus on capital preservation and capital appreciation, and includes:

Leveraging Goldman Sachs Asset Management Private Credit's position within GSAM;
Direct origination with borrowers;
Prudent investment selection with intensive due diligence and credit analysis;
Provision of large-sized commitments;
Structuring expertise with a focus on risk mitigation;
Rigorous portfolio management; and
Focus on companies with attractive business fundamentals.

We hold primarily directly originated, first lien senior secured, floating rate debt of companies located in the United States. We may also invest, to a lesser extent, in second lien, unsecured or subordinated loans, payment-in-kind ("PIK") debt and equity and equity-like instruments, and in very limited circumstances, we may hold loans or other investments of issuers that are not located in the United States in connection with certain post-closing modifications of existing investments. For a discussion of our investment objectives and guidelines, see "Item 1. Business-Investments".

We invest primarily in private companies based in the United States. We focus our lending across a spectrum of directly sourced opportunities in companies ranging from lower middle market to large capitalization in size. We may invest in companies of any size or capitalization. Subject to the limitations of the Investment Company Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other Goldman Sachs credit funds or affiliates. We also intend to invest alongside institutional and retail-focused private credit Accounts, which may include proprietary accounts of Goldman Sachs. See "Item 1. Business-Allocation of Investment Opportunities-Co-Investments Alongside Goldman Sachs and Other Accounts, and the Relief". In addition, we expect to acquire or originate revolving credit facilities from time to time in connection with our investments in other assets.

We employ leverage as market conditions permit and at the discretion of the Investment Adviser, subject to the terms of the LLC Agreement (as defined below) and the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. We intend to use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. We would expect any such leverage, if incurred, to increase the total capital available for investment by the Company.

For a discussion of the competitive landscape we face, please see "Item 1A. Risk Factors-Risks Relating to Competition-We operate in a highly competitive market for investment opportunities" and "Item 1. Business-Competitive Advantages."

KEY COMPONENTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to companies, the level of merger and acquisition activity for such companies, the general economic environment, the amount of capital we have available to us and the competitive environment for the type of investments we make.

As a BDC, we generally will be prohibited from acquiring assets other than qualifying assets unless, after giving effect to any acquisition, at least 70% of our total assets are qualifying assets. Qualifying assets generally include securities of eligible portfolio companies, cash, cash equivalents, U.S. government securities and high-quality debt instruments maturing in one year or less from the time of investment. Under the Investment Company Act and the rules thereunder, "eligible portfolio companies" include (i) private U.S. operating companies, (ii) public U.S. operating companies whose securities are not listed on a national securities exchange (e.g., the New York Stock Exchange) or registered under the Exchange Act, and (iii) public U.S. operating companies having a market capitalization of less than $250 million. Public U.S. operating companies whose securities are quoted on the over-the-counter bulletin board and through OTC Markets are not listed on a national securities exchange and therefore are eligible portfolio companies.

Revenues

We generate revenues in the form of interest income on debt investments and, to a lesser extent, fee income and capital gains and distributions, if any, on equity securities that we may acquire in portfolio companies. Some of our investments may provide for deferred interest payments or PIK income. The principal amount of the debt investments and any accrued but unpaid interest generally becomes due at the maturity date.

We generate revenues primarily through receipt of interest income from the investments we hold. In addition, we may generate revenue in the form of commitment, origination, structuring, syndication, exit fees or diligence fees, fees for providing managerial assistance and consulting fees. Portfolio company fees (directors' fees, consulting fees, administrative fees, tax advisory fees and other similar compensation) will be paid to us, unless, to the extent required by applicable law or exemptive relief, if any, therefrom, we receive our allocable portion of such fees when invested in the same portfolio company as other Accounts. We do not expect to receive material fee income as it is not our principal investment strategy. We record contractual prepayment premiums on loans and debt securities as interest income.

Dividend income on preferred equity investments, if any, is recorded on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity investments, if any, is recorded on the record date for private portfolio companies and on the ex-dividend date for publicly traded portfolio companies. Interest and dividend income are presented net of withholding tax, if any.

Expenses

We will bear and be responsible for all of the costs and expenses. Our primary operating expenses include the payment of the management fee (the "Management Fee") to our Investment Adviser, legal and professional fees, interest and other debt expenses and other operating expenses. The Management Fee compensates our Investment Adviser for its work in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all of our other costs and expenses in accordance with the LLC Agreement (as defined below) and the administration agreement (the "Administration Agreement"), including:

our operational, offering and organizational expenses;
fees and expenses, including travel expenses, reasonably incurred by our Investment Adviser or payable to third parties related to our investments, including, among others, professional fees (including, without limitation, the fees and expenses of consultants and experts) and fees and expenses relating to evaluating, monitoring, researching and performing due diligence on investments and prospective investments;
interest, fees and other expenses payable on indebtedness for borrowed money (including through the issuance of notes and other evidence of indebtedness), other indebtedness, financings or extensions of credit, if any, incurred by us;
fees and expenses incurred by us in connection with membership in investment company organizations;
brokers' commissions;
fees and expenses associated with calculating our net asset value ("NAV") (including the costs and expenses of any independent valuation firm);
legal, auditing or accounting expenses;
taxes or governmental fees;
the fees and expenses of our Administrator (as defined below), transfer agent and/or sub-transfer agent;
the cost of preparing unit certificates or any other expenses, including clerical expenses of issue, redemption or repurchase of our common units of our limited liability company interests (the "Units");
the expenses of and fees for registering or qualifying our Units for sale and of maintaining our registration;
the fees and expenses of our directors who are not affiliated with our Investment Adviser;
the cost of preparing and distributing reports, proxy statements and notices to our unitholders ("Unitholders"), the U.S. Securities and Exchange Commission (the "SEC") and other regulatory authorities;
costs of holding Unitholder meetings;
the fees or disbursements of custodians of our assets, including expenses incurred in the performance of any obligations enumerated by limited liability company agreement or other organizational documents insofar as they govern agreements with any such custodian;
insurance premiums; and
costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of our business.

To the extent that expenses incurred by us are related to the Company and to one or more Co-Investing GS Direct Lending Funds (as defined below), expenses will be allocated among us and such Co-Investing GS Direct Lending Funds in accordance with the Investment Adviser's policies and procedures, which requires that expenses be allocated in a manner that the Investment Adviser reasonably determines is fair and equitable.

The Investment Adviser will reimburse us for any initial offering costs and Organizational Expenses (as defined below) borne by us in excess of $2.25 million in the aggregate (the "Organizational Expenses Cap"). As of the date of this report, we have not incurred initial offering costs and Organizational Expenses in excess of the Organizational Expenses Cap.

Ordinary Operating Expenses (as defined below) ultimately borne by us will not exceed (i) $2.0 million for the twelve-month period beginning on the first date on which investors in the Company, other than the Initial Member, were required to make the initial capital contributions to purchase Units, and Units were issued in respect thereof (the "Initial Drawdown Date") and ending on the day before the one-year anniversary thereof (or if such day does not occur on a calendar quarter-end, the following calendar quarter-end), (ii) $3.25 million for the twelve-month period immediately following the period set forth in clause (i), (iii) $3.25 million for the twelve-month period immediately following the period set forth in clause (ii) and (iv) $5.0 million for each twelve-month period thereafter (collectively, the "Operating Expenses Cap"). The Investment Adviser will reimburse us for any Ordinary Operating Expenses in excess of the Operating Expenses Cap.

On the Initial Drawdown Date, Company expenses incurred prior to the Initial Drawdown Date (i) were borne by the Unitholders in proportion to the relative number of Units they held on the Initial Drawdown Date (after taking into account any Units issued on the Initial Drawdown Date) and (ii) to the extent they constitute Ordinary Operating Expenses, were taken into account in calculating the cap under clause (i) of the Operating Expenses Cap.

"Co-Investing GS Direct Lending Funds" means GS Credit and any other BDCs, funds and accounts managed or advised by the Investment Adviser or its Affiliates that co-invest alongside the Company.

"Organizational Expenses" means expenses incurred in respect of legal, tax or accounting services pertaining to the organization and formation of the Company, the drafting of the LLC Agreement (as defined below), any administration, custody and transfer agent agreements and audit fees relating to the initial registration statement and auditing the initial seed capital statement of assets and liabilities.

"Ordinary Operating Expenses" mean our operating expenses, excluding (i) offering costs and organization costs, (ii) interest, fees and other expenses payable on certain financings, (iii) taxes, (iv) the Management Fee, (v) brokers' commissions and (vi) costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or dispute in connection with our business and the amount of any judgment or settlement paid in connection therewith, or the enforcement of our rights against any person and indemnification or contribution expenses payable by us to any person and other extraordinary expenses not incurred in the ordinary course of the Company's business.

We expect our general and administrative expenses to be relatively stable or decline as a percentage of total assets during periods of asset growth and to increase during periods of asset declines.

Our initial offering costs (other than the Organizational Expenses) were amortized to expense over a twelve-month period on a straight-line basis, beginning on May 1, 2024. The effect of this accounting treatment was not material to our financial statements.

Leverage

As a BDC, we are permitted, under specified conditions, to issue multiple classes of indebtedness and one class of units senior to our Units, if our asset coverage ratio, as defined under the Investment Company Act, is at least equal to 150% immediately after each such issuance. The Small Business Credit Availability Act modified the applicable provisions of the Investment Company Act to reduce the required asset coverage ratio applicable to BDCs from 200% to 150%, subject to certain approval and disclosure requirements. Our Board and Initial Member approved the application of the 150% asset coverage ratio to us in accordance with the requirements of the Investment Company Act. While the leverage we employ may be greater or less than these levels from time to time, we intend to comply with the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. In addition, except in limited circumstances, while any indebtedness and senior securities remain outstanding, we must make provisions to prohibit any distribution to our Unitholders or the repurchase of such securities or stock unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. A loan is presumed to be made for temporary purposes if it is repaid within 60 days and is not extended or renewed; otherwise, it is presumed not to be for temporary purposes. For a discussion of the risks associated with leverage, see "Item 1A. Risk Factors-Risks Relating to Legal and Regulatory Matters-Regulations governing our operations as a BDC affect our ability to, and the way in which we, raise additional capital. These constraints may hinder our Investment Adviser's ability to take advantage of attractive investment opportunities and to achieve our investment objective."

We intend to employ leverage as market conditions permit and at the discretion of the Investment Adviser, subject to the terms of the LLC Agreement and the limitations set forth in the Investment Company Act, which currently allows us to borrow up to $2 of debt for each $1 of equity. We intend to use leverage in the form of borrowings, including loans from financial institutions as well as the issuance of debt securities. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. We would expect any such leverage, if incurred, to increase the total capital available for investment by the Company. The use of leverage magnifies returns, including losses. See "Item 1A. Risk Factors."

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio (excluding investments in money market funds, if any) consisted of the following:

As of

December 31, 2025

December 31, 2024

Amortized Cost

Fair Value

Amortized Cost

Fair Value

($ in millions)

($ in millions)

First Lien/Senior Secured Debt

$

432.15

$

431.49

$

34.11

$

34.10

Total investments

$

432.15

$

431.49

$

34.11

$

34.10

The weighted average yield of our portfolio by asset type (excluding investments in money market funds, if any), at amortized cost and at fair value, was as follows:

As of

December 31, 2025

December 31, 2024

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Weighted Average Yield(1)

First Lien/Senior Secured Debt(2)

8.7

%

8.7

%

9.4

%

9.4

%

Total Portfolio

8.7

%

8.7

%

9.4

%

9.4

%

(1)
The weighted average yield of our portfolio does not represent the total return to our Unitholders.
(2)
Computed based on (a) the annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total investments (including investments on non-accrual status and non-income producing investments) at amortized cost or fair value.

The following table presents certain selected information regarding our investment portfolio (excluding investments in money market funds, if any):

As of

December 31, 2025

December 31, 2024

Number of portfolio companies

40

3

Percentage of performing debt bearing a floating rate(1)

100.0

%

100.0

%

Percentage of performing debt bearing a fixed rate(1)(2)

-

%

-

%

Weighted average leverage (net debt/EBITDA)(3)

6.3

x

5.9

x

Weighted average interest coverage(3)

1.9

x

1.9

x

Median EBITDA(3)

$

75.94 million

$

44.18 million

(1)

Measured on a fair value basis. Excludes investments, if any, placed on non-accrual status.

(2)

Includes income producing preferred stock investments, if applicable.

(3)

For a particular portfolio company, we calculate the level of contractual indebtedness net of cash ("net debt") owed by the portfolio company and compare that amount to measures of cash flow available to service the net debt. To calculate net debt, we include debt that is both senior and pari passu to the tranche of debt owned by us but exclude debt that is legally and contractually subordinated in ranking to the debt owned by us. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by us relative to other senior and junior creditors of a portfolio company. We typically calculate cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net debt to EBITDA is weighted based on the fair value of our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

For a particular portfolio company, we also calculate the level of contractual interest expense owed by the portfolio company and compare that amount to EBITDA. We believe this calculation method assists in describing the risk of our portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of our performing debt investments, excluding investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Median EBITDA is based on our debt investments, excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.

Portfolio company statistics are derived from the most recently available financial statements of each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by us and may reflect a normalized or adjusted amount.

As of December 31, 2025 and December 31, 2024, investments where net debt to EBITDA may not be the appropriate measure of credit risk represented 4.0% and 0.0% of total debt investments at fair value.

Our Investment Adviser monitors the financial trends of each portfolio company on an ongoing basis to determine if it is meeting its respective business plan and to assess the appropriate course of action for each portfolio company. Our Investment Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include: (i) assessment of success in adhering to the portfolio company's business plan and compliance with covenants; (ii) periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments; (iii) comparisons to our other portfolio companies in the industry, if any; (iv) attendance at and participation in Board meetings or presentations by portfolio companies; and (v) review of monthly and quarterly financial statements and financial projections of portfolio companies.

As part of the monitoring process, our Investment Adviser also employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Investment Adviser grades the credit risk of all investments on a scale of 1 to 4 no less frequently than quarterly. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account in certain circumstances the performance of the portfolio company's business, the collateral coverage of the investment and other relevant factors. The grading system for our investments is as follows:

• Grade 1investments involve the least amount of risk to our initial cost basis. The trends and risk factors for this investment since origination or acquisition are generally favorable, which may include the performance of the portfolio company or a potential exit;

• Grade 2investments involve a level of risk to our initial cost basis that is similar to the risk to our initial cost basis at the time of origination or acquisition. This portfolio company is generally performing as expected and the risk factors to our ability to ultimately recoup the cost of our investment are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a grade of 2;

• Grade 3investments indicate that the risk to our ability to recoup the initial cost basis of such investment has increased materially since origination or acquisition, including as a result of factors such as declining performance and non-compliance with debt covenants; however, payments are generally not more than 120 days past due; and

• Grade 4investments indicate that the risk to our ability to recoup the initial cost basis of such investment has substantially increased since origination or acquisition, and the portfolio company likely has materially declining performance. For debt investments with an investment grade of 4, in most cases, most or all of the debt covenants are out of compliance and payments are substantially delinquent. For investments graded 4, it is anticipated that we will not recoup our initial cost basis and may realize a substantial loss of our initial cost basis upon exit.

Our Investment Adviser grades the investments in our portfolio at least quarterly and it is possible that the grade of a portfolio investment may be reduced or increased over time. For investments graded 3 or 4, our Investment Adviser enhances its level of scrutiny over the monitoring of such portfolio company. The following table shows the composition of our portfolio (excluding investments in money market funds, if any) on the 1 to 4 grading scale:

As of

December 31, 2025

December 31, 2024

Investment Performance Rating

Fair Value

Percentage of
Total

Fair Value

Percentage of
Total

(in millions)

(in millions)

Grade 1

$

-

-

%

$

-

-

%

Grade 2

431.49

100.0

34.10

100.0

Grade 3

-

-

-

-

Grade 4

-

-

-

-

Total Investments

$

431.49

100.0

%

$

34.10

100.0

%

The following table shows the amortized cost of our performing and non-accrual investments (excluding investments in money market funds, if any):

As of

December 31, 2025

December 31, 2024

Amortized Cost

Percentage of
Total

Amortized Cost

Percentage of
Total

(in millions)

(in millions)

Performing

$

432.15

100.0

%

$

34.11

100.0

%

Non-accrual

-

-

-

-

Total Investments

$

432.15

100.0

%

$

34.11

100.0

%

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment. We may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management's judgment, principal and interest or dividend payments are likely to remain current.

The following table shows our investment activity by investment type(1):

For the Year Ended December 31,

For the period from May 1, 2024 (inception) to December 31,

2025

2024

($ in millions)

Amount of investments committed at cost:

First Lien/Senior Secured Debt

$

564.81

$

51.16

Total

$

564.81

$

51.16

Proceeds from investments sold or repaid:

First Lien/Senior Secured Debt

$

8.81

$

-

Total

$

8.81

$

-

Net increase in portfolio

$

556.00

$

51.16

Number of new portfolio companies with new investment commitments

38

3

Total new investment commitment amount in new portfolio companies

$

564.81

$

51.16

Average new investment commitment amount in new portfolio companies

$

14.86

$

17.05

Number of existing portfolio companies with new investment commitments

-

-

Total new investment commitment amount in existing portfolio companies

$

-

$

-

Weighted average remaining term for new investment commitments (in years)(2)

6.1

6.2

Percentage of new debt investment commitments at floating interest rates

100.0

%

100.0

%

Percentage of new debt investment commitments at fixed interest rates(3)

-

%

-

%

Weighted average yield on new debt and income producing investment commitments(4)

8.9

%

9.4

%

Weighted average yield on new investment commitments(5)

8.9

%

9.4

%

Weighted average yield on debt and income producing investments sold or repaid(6)

8.2

%

-

%

Weighted average yield on investments sold or repaid(7)

8.2

%

-

%

(1)
New investment commitments are shown net of capitalized fees, expenses and original issue discount ("OID") that occurred at the initial closing. Figures for new investment commitments may also include positions originated during the period but not held at the reporting date. Figures for investments sold or repaid, excludes unfunded commitments that may have expired or otherwise been terminated without receipt of cash proceeds or other consideration.
(2)
Calculated as of the end of the relevant period and the maturity date of the individual investments.
(3)
May include preferred stock investments.
(4)
Computed based on (a) the annual actual interest rate on new debt and income producing investment commitments, divided by (b) the total new debt and income producing investment commitments. The calculation includes incremental yield earned on the "last-out" portion of the unitranche loan investments and excludes investments that are on non-accrual status. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(5)
Computed based on (a) the annual actual interest rate on new investment commitments, divided by (b) the total new investment commitments (including investments on non-accrual status and non-income producing investments). The calculation includes incremental yield earned on the "last-out" portion of the unitranche loan investments. The annual actual interest rate used is as of the respective quarter end date when the investment activity occurred.
(6)
Computed based on (a) the annual actual interest rate on debt and income producing investments sold or paid down, divided by (b) the total debt and income producing investments sold or paid down. The calculation includes incremental yield earned on the "last-out" portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments and investments that are on non-accrual status.
(7)
Computed based on (a) the annual actual interest rate on investments sold or paid down, divided by (b) the total investments sold or paid down (including investments on non-accrual status and non-income producing investments). The calculation includes incremental yield earned on the "last-out" portion of the unitranche loan investments and excludes prepayment premiums earned on exited investments.

RESULTS OF OPERATIONS

Our operating results were as follows:

For the Year Ended December 31,

For the period from May 1, 2024 (inception) to December 31,

2025

2024

($ in millions)

Total investment income

$

16.93

$

0.40

Total expenses

(10.79

)

(2.98

)

Net investment income (loss)

$

6.14

$

(2.58

)

Net realized gain (loss) on investments

-

-

Net unrealized appreciation (depreciation) on investments

(0.65

)

(0.01

)

Net realized and unrealized gains (losses)

$

(0.65

)

$

(0.01

)

Net increase (decrease) in members' capital from operations

$

5.49

$

(2.59

)

Net increase (decrease) in members' capital from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.

Investment Income

Our investment income was as follows:

For the Year Ended December 31,

For the period from May 1, 2024 (inception) to December 31,

2025

2024

($ in millions)

Interest

$

16.21

$

0.21

Dividend income

0.35

0.18

Other income

0.37

0.01

Total investment income

$

16.93

$

0.40

Investment income for the year ended December 31, 2025 was driven by our deployment of capital into income producing investments.

Expenses

Our expenses were as follows:

For the Year Ended December 31,

For the period from May 1, 2024 (inception) to December 31,

2025

2024

($ in millions)

Interest and other debt expenses

$

7.43

$

0.65

Management fees

1.52

0.07

Professional fees

0.65

0.24

Offering costs

0.43

0.87

Directors' fees

0.12

0.07

Organization costs

-

0.81

Other general and administrative expenses

0.64

0.27

Total expenses

$

10.79

$

2.98

Interest and other debt expenses for the year ended December 31, 2025 was $7.43 million. For the period from May 1, 2024 (inception) to December 31, 2024, we accrued Interest and other debt expenses of $0.65 million. The increase was primarily driven by an increase in our aggregate borrowings outstanding during the periods.
Management Fees for the year ended December 31, 2025 was $1.52 million. For the period from May 1, 2024 (inception) to December 31, 2024 was $0.07 million. The increase was primarily driven by an increase in members' capital.
We have incurred expenses related to our formation, organization and offering of our Units. For the year ended December 31, 2025, we accrued offering costs of $0.43 million. For the period from May 1, 2024 (inception) to December 31, 2024, we accrued offering costs of $0.87 million. Offering costs are amortized on a straight-line basis over 12 months beginning on the date of commencement of operations.

Net Change in Unrealized Appreciation (Depreciation) on Investments

For the year ended December 31,2025, there were no realized gains or losses.

Any changes in fair value are recorded as a change in unrealized appreciation (depreciation) on investments. For further details on the valuation process, refer to Note 2 "Significant Accounting Policies-Investments" in our financial statements. Net change in unrealized appreciation (depreciation) on investments were as follows:

For the Year Ended

For the period from May 1, 2024 (inception) to

December 31, 2025

December 31, 2024

($ in millions)

Unrealized appreciation

$

0.10

$

-

Unrealized depreciation

(0.75

)

(0.01

)

Net change in unrealized appreciation (depreciation) on investments

$

(0.65

)

$

(0.01

)

The net change in unrealized appreciation (depreciation) on investments consisted of the following:

For the Year Ended

December 31, 2025

($ in millions)

Portfolio company:

PPW Aero Buyer, Inc. (dba Pursuit Aerospace)

$

0.03

PAS Parent Inc. (dba Pace Analytical)

0.03

Tropical Bidco, LLC (dba Tropical Cheese)

0.02

EnviroSmart, LLC (dba ES Integrated)

0.01

Curriculum Associates, LLC

0.01

Rotation Buyer, LLC (dba Rotating Machinery Services)

(0.03

)

Frontline Road Safety Operations, LLC

(0.03

)

Fullsteam Operations LLC

(0.03

)

SpecialtyCare, Inc.

(0.07

)

Other, net (1)

(0.17

)

Ark Data Centers, LLC

(0.42

)

Total

$

(0.65

)

(1)
For the year ended December 31, 2025, Other, net includes gross unrealized appreciation of $ 0.00 million and gross unrealized depreciation of $ (0.17) million.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We expect to generate cash primarily from the net proceeds of any future offerings of our Units, drawdowns of capital commitments, future borrowings and cash flows from operations. Subject to the terms of our Second Amended and Restated Limited Liability Company Agreement (as amended and/or restated or otherwise modified from time to time, the "LLC Agreement"), to the extent we determine that additional capital would allow us to take advantage of additional investment opportunities, if the market for debt financing presents attractively priced debt financing opportunities, or if our Board of Directors otherwise determines that leveraging our portfolio would be in our best interest and the best interests of our Unitholders, we may enter into credit facilities or issue other senior securities. Subject to the terms of the LLC Agreement, we would expect any such credit facilities may be secured by certain of our assets and may contain advance rates based upon pledged collateral. The pricing and other terms of any such facilities would depend upon market conditions when we enter into any such facilities as well as the performance of our business, among other factors. As a BDC, with certain limited exceptions, we are only permitted to borrow amounts such that our asset coverage ratio, as defined in the Investment Company Act, is at least 150% after such borrowing (if certain requirements are met). As of December 31, 2025 and December 31, 2024, our asset coverage ratio based on the aggregate amount outstanding of our senior securities was 184% and 238%. We may also refinance or repay any of our indebtedness at any time based on our financial condition and market conditions.

We may enter into investment commitments through executed credit agreements or signed commitment letters, that may ultimately become investment transactions in the future. We regularly evaluate and carefully consider our unfunded commitments using GSAM's proprietary risk management framework for the purpose of planning our capital resources and ongoing liquidity, including our financial leverage.

An affiliate of the Investment Adviser made a capital commitment to us of $10,000 on May 1, 2024 (inception) and served as our initial member (the "Initial Member"). We began accepting subscription agreements ("Subscription Agreements") from investors acquiring Units in our private offering. Under the terms of the Subscription Agreements, investors are required to make capital contributions up to the amount of their undrawn capital commitment to purchase Units each time we deliver a drawdown notice. As of the dates indicated, we had aggregate capital commitments and undrawn capital commitments from investors as follows:

As of

December 31, 2025

December 31, 2024

Capital
Commitments
($ in millions)

Unfunded
Capital
Commitments
($ in millions)

% of Capital
Commitments
Funded

Capital
Commitments
($ in millions)

Unfunded
Capital
Commitments
($ in millions)

% of Capital
Commitments
Funded

Common Units

$

927.01

$

718.43

22.50

%

$

927.01

$

862.11

7.00

%

The following table summarizes the total Units issued and proceeds related to capital drawdowns:

Unit Issue Date

Units Issued

Proceeds Received
($ in millions)

For the Year Ended December 31, 2025

March 26, 2025

1,337,678

$

23.18

September 22, 2025

2,657,938

46.35

November 26, 2025

2,660,261

46.35

December 23, 2025

1,587,248

27.81

Total capital drawdowns

8,243,125

$

143.69

For the period from May 1, 2024 (inception) to December 31, 2024

May 1, 2024

500

$

0.01

October 30, 2024

927,000

18.54

December 4, 2024

2,662,462

46.35

Total capital drawdowns

3,589,962

$

64.90

Contractual Obligations

We have entered into certain contracts under which we have future commitments. Under the Investment Management Agreement, pursuant to which GSAM has agreed to serve as our Investment Adviser, we pay a Management Fee equal to a percentage of value of our average NAV at the end of the then-current calendar quarter and the prior calendar quarter. Under the Administration Agreement, pursuant to which State Street Bank and Trust Company (the "Administrator") will be responsible for providing us with various accounting and administrative services necessary to conduct our day-to-day operations, we pay our Administrator such fees as may be agreed between us and our Administrator that we determine are commercially reasonable in our sole discretion. Either party or the Unitholders, by a vote of a majority of our outstanding voting securities, may terminate the Investment Management Agreement without penalty, in accordance with the terms of the LLC Agreement. Either party may terminate the Administration Agreement without penalty upon at least 30 days' written notice to the other party. The following table shows our contractual obligations as of December 31, 2025:

Payments Due by Periods ($ in millions)

Total

Less Than
1 Year

1 - 3
Years

3 - 5
Years

More Than
5 Years

SCB Revolving Credit Facility

$

244.00

$

244.00

$

-

$

-

$

-

SCB Revolving Credit Facility

We entered into a revolving credit facility on September 25, 2024 with Standard Chartered Bank Ltd., as administrative agent (the "Administrative Agent"), lead arranger, sole bookrunner, letter of credit issuer and lender (as amended, supplemented or otherwise modified and in effect from time to time, the "SCB Revolving Credit Facility").

Subject to availability under the Borrowing Base (as defined in the SCB Revolving Credit Facility), the maximum principal amount of the SCB Revolving Credit Facility is $300 million. The Borrowing Base is calculated based on the unfunded capital commitments of the Unitholders (subject to various eligibility requirements) multiplied by the specified advance rate of 75%.The stated maturity date of the SCB Revolving Credit Facility is September 25, 2026.

Under the SCB Revolving Credit Facility, we have the ability to elect, for loans denominated in U.S. dollars, either Term SOFR with a one- or three- months tenor or the alternative base rate at the time of draw-down (and with respect to loans denominated in non-U.S. dollar currencies, the applicable benchmark specified in the SCB Revolving Credit Facility), and loans denominated in U.S. dollars may be converted from one rate to another at any time, subject to certain conditions. The interest rate on obligations under the SCB Revolving Credit Facility is (A) Term SOFR for the applicable tenor (or other listed offered rate, depending upon the currency of borrowing) plus 2.00% per annum or (B) an alternative base rate (the greatest of the prime rate set by the Administrative Agent, the federal funds rate plus 0.50%, and Term SOFR with a one-month tenor plus 1.00%) plus 1.00% per annum, with a floor of 0%.

For further details on our SCB Revolving Credit Facility, see Note 6 "Debt-SCB Revolving Credit Facility" to our financial statements included in this report. Subsequent to the year ended December 31, 2025, we entered into the first amendment to the SCB Revolving Credit Facility. See"Recent Developments."

Off-Balance Sheet Arrangements

We may become a party to investment commitments and to financial instruments with off-balance sheet risk in the normal course of our business to fund investments and to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet. We may commit to fund an investment whereby one of the Accounts has committed to issue standby letters of credit (each Account acting in such capacity, an "LC Issuer"). In the event a letter of credit is funded, the LC Issuer will be obligated under the relevant credit agreement to fund a portion of the letter of credit on behalf of us. We would be obligated to reimburse the LC Issuer as set forth in the relevant credit agreement. As of December 31, 2025, we believed that we had adequate financial resources to satisfy our unfunded commitments. Our unfunded commitments to provide funds to portfolio companies were as follows:

As of

December 31, 2025

December 31, 2024

($ in millions)

Unfunded Commitments

First Lien/Senior Secured Debt

$

159.00

$

17.06

Total

$

159.00

$

17.06

Hedging

Subject to applicable provisions of the Investment Company Act and applicable Commodity Futures Trading Commission (the "CFTC") regulations, we may enter into hedging transactions in a manner consistent with SEC guidance. To the extent that any of our loans are denominated in a currency other than U.S. dollars, we may enter into currency hedging contracts to reduce our exposure to fluctuations in currency exchange rates. We may also enter into interest rate hedging agreements. Such hedging activities, which will be subject to compliance with applicable legal requirements, may include the use of futures, options, swaps and forward contracts. Costs incurred in entering into such contracts or in settling them, if any, will be borne by us. Our Investment Adviser has claimed relief from CFTC registration and regulation as a commodity pool operator pursuant to CFTC Rule 4.5 with respect to our operations, with the result that we will be limited in our ability to use futures contracts or options on futures contracts or engage in swap transactions. Specifically, CFTC Rule 4.5 imposes strict limitations on using such derivatives other than for hedging purposes, whereby the use of derivatives not used solely for hedging purposes is generally limited to situations where (i) the aggregate initial margin and premiums required to establish such positions does not exceed five percent of the liquidation value of our portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; or (ii) the aggregate net notional value of such derivatives does not exceed 100% of the liquidation value of our portfolio. Moreover, we anticipate entering into transactions involving such derivatives to a very limited extent solely for hedging purposes or otherwise within the limitations of CFTC Rule 4.5.

Rule 18f-4 under the Investment Company Act includes limitations on the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations (including reverse repurchase agreements and similar financing transactions). Under the rule, BDCs that make significant use of derivatives are subject to a value-at-risk leverage limit, a derivatives risk management program, testing requirements and requirements related to board reporting. These requirements apply unless the BDC qualifies as a "limited derivatives user," as defined in Rule 18f-4. Under the rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Under Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. We currently operate as a "limited derivatives user" and these requirements may limit our ability to use derivatives and/or enter into certain other financial contracts.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ materially.

For a description of our critical accounting policies, see Note 2 "Significant Accounting Policies" to our financial statements included in this report. We consider the most significant accounting policies to be those related to our Valuation of Portfolio Investments, Revenue Recognition, Non-Accrual Investments, Distribution Policy and Income Taxes. We consider the most significant critical estimate to be the fair value measurement of investments. The critical accounting policies and estimates should be read in connection with our risk factors listed under "Risk Factors" in this annual report on Form 10-K.

Fair Value Measurement of Investments

Consistent with GAAP and the Investment Company Act, we conduct a valuation of our investments, pursuant to which our NAV is determined. Our investments are valued on a quarterly basis, or more frequently if required under the Investment Company Act. The determination of fair value involves subjective judgments and estimates. The majority of investments are not quoted or traded in an active market and as such their fair values are determined using valuation techniques, primarily discounted cash flows, market multiples, and recent comparable transactions. The most significant inputs in applying the discounted cash flow approach and the market multiples approach are the selected discount rates and multiples, respectively. The selection of these inputs is based on a combination of factors that are specific to the underlying portfolio companies such as financial performance and certain factors that are observable in the market such as current interest rates and comparable public company trading multiples. Accordingly, the notes to our financial statements express the uncertainty with respect to the possible effect of these valuations and any change in these valuations on the financial statements. For further details of our investments and fair value measurement accounting policy, see Note 2 "Significant Accounting Policies-Investments" and Note 5 "Fair Value Measurement."

RECENT DEVELOPMENTS

Amendment to SCB Revolving Credit Facility

On January 30, 2026, we entered into a first amendment to the SCB Revolving Credit Facility, by and among us, as borrower, and Standard Chartered Bank Ltd., as administrative agent, lead arranger, sole bookrunner, letter of credit issuer and lender (the "Amendment"). The Amendment, among other things, (i) increases the Maximum Commitment amount to $400,000,000, (ii) extends the Stated Maturity Date from September 25, 2026 to September 24, 2027 and (iii) decreases the Applicable Margin (a) with respect to Term SOFR Loans, Alternative Currency Term Rate Loans, Daily CORRA Loans, Daily SONIA Loans and Letters of Credit, to 1.85% per annum, and (b) with respect to Base Rate Loans, to 0.85% per annum. Capitalized terms used but not otherwise defined have the meanings ascribed to them in the SCB Revolving Credit Facility.

Distributions

We will pay a distribution equal to an amount up to our taxable earnings per Unit, including net investment income (if positive) for the period beginning January 1, 2026 through March 31, 2026, which will be payable on or about April 29, 2026 to Unitholders of record as of April 2, 2026.

Capital Call

On February 23, 2026, we delivered a capital drawdown notice to investors relating to the issuance and sale of approximately 2.7 million common units for an aggregate offering price of approximately $46.4 million. The units will be issued on or about March 9, 2026.

West Bay BDC LLC published this content on March 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 03, 2026 at 22:06 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]