Item 1.01 - Entry into a Material Definitive Agreement.

On March 6, 2023, Goldman Sachs BDC, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), among the Company, Goldman Sachs Asset Management, L.P., and BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named on Schedule A thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters 6,500,000 shares of its common stock, par value $0.001 per share (the "Shares"). In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 975,000 Shares. The transaction closed on March 9, 2023 and the Company issued 6,500,000 Shares.

The Shares were purchased by the Underwriters from the Company at a price of $15.09 per share, resulting in net proceeds to the Company of approximately $97.4 million, after deducting estimated offering expenses.

The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.

The Shares were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-250189) and a preliminary prospectus supplement, dated March 6, 2023, a final prospectus supplement, dated March 6, 2023, and an accompanying prospectus, dated November 19, 2020, each filed with the Securities and Exchange Commission.

The foregoing description is only a summary of the material provisions of the Underwriting Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, filed as Exhibit 1.1 hereto and incorporated by reference herein.

A copy of the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

The Underwriters and their respective affiliates have provided in the past, and may provide from time to time in the future in the ordinary course of their business, certain commercial banking, financial advisory, investment banking and other services to, and their respective affiliates have provided, and may from time to time in the future provide, a variety of these services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 - Financial Statements and Exhibits.



(d) Exhibits:

Exhibit
Number                                    Description

 1.1*          Underwriting Agreement, dated as of March 6, 2023, among Goldman
             Sachs BDC, Inc., Goldman Sachs Asset Management, L.P., and BofA
             Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of
             the several underwriters named on Schedule A thereto.

 5.1           Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

23.1           Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (contained
             in the opinion filed as Exhibit 5.1 hereto).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).



*   Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5)
    of Regulation S-K. The Company agrees to furnish supplementally a copy of any
    omitted exhibit or schedule to the Securities and Exchange Commission upon
    its request.

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