Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On March 12, 2026, 26North BDC, Inc. (the "Company") issued and sold approximately 2,527,641 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), resulting in gross proceeds of approximately $63.4 million.

The sale of Common Stock was made pursuant to subscription agreements entered into by the Company and its investors. Under the terms of the subscription agreements, investors are required to fund drawdowns to purchase shares of Common Stock up to the amount of their respective capital commitments on an as-needed basis with a minimum of ten calendar days' prior notice to investors.

The issuance of the Common Stock is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D or Regulation S thereunder, as applicable. The Company relied upon representations from the investors in the subscription agreements that each investor was, as applicable, either (a) an "accredited investor" as defined in Regulation D under the Securities Act or (b) not a "U.S. person" as defined in Regulation S under the Securities Act.