Barings BDC : 2021 Proxy Statement

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202

[phone]

March 26, 2021

Dear Stockholder:

You are cordially invited to the 2021 Annual Meeting of Stockholders of Barings BDC, Inc., to be held virtually on Thursday, May 20, 2021 at 8:30 a.m. (Eastern Time), at the following website:www.virtualshareholdermeeting.com/BBDC2021.

The notice of Annual Meeting of Stockholders and proxy statement accompanying this letter provide an outline of the business to be conducted at the meeting.

It is important that your shares be represented at the Annual Meeting. If you are unable to attend the meeting virtually, I urge you to vote your shares by completing, dating and signing the enclosed proxy card and promptly returning it in the envelope provided. If a broker or other nominee holds your shares in "street name," your broker has enclosed a voting instruction form, which you should use to vote those shares. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the Internet. Your vote is important.

Sincerely yours,

Eric Lloyd

Chief Executive Officer

BARINGS BDC, INC.

300 South Tryon Street, Suite 2500 Charlotte, North Carolina 28202

[phone]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, May 20, 2021

To the Stockholders of Barings BDC, Inc.:

The 2021 Annual Meeting of Stockholders (the "Annual Meeting") of Barings BDC, Inc. (the "Company") will be held virtually on Thursday, May 20, 2021 at 8:30 a.m. (Eastern Time) at the following website:www.virtualshareholdermeeting.com/BBDC2021. The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting in person.

You are being asked to consider and vote upon the following proposals:

1. To elect three Class III directors to serve for a three-year term and until their successors have been duly elected and qualify (Proposal No. 1);

2. To approve a proposal to authorize the Company, pursuant to subsequent approval of its Board of

Directors, to issue and sell shares of its common stock (during the 12 months following such authorization) at a price below the Company's then-current net asset value per share in one or more offerings, subject to certain limitations set forth in the Proxy Statement accompanying this Notice (including, without limitation, that the number of shares issued and sold pursuant to such authority does not exceed 30% of the Company's then-outstanding common stock immediately prior to each such offering) (Proposal No. 2); and

3. To transact such other business as may properly come before the meeting.

We have enclosed our annual report on Form 10-K for the year ended December 31, 2020, proxy statement and a proxy card.

Our Board of Directors has fixed the close of business on March 12, 2021, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. We intend to mail these materials on or about March 26, 2021, to all stockholders of record entitled to vote at the Annual Meeting.

Each Company stockholder is invited to attend the Annual Meeting virtually. You or your proxyholder will be able to attend the Annual Meeting online, vote and submit questions by visitingwww.virtualshareholdermeeting.com/BBDC2021and using a control number assigned by Broadridge Financial Solutions, Inc. ("Broadridge"). Please see "How To Participate in the Annual Meeting" in the accompanying proxy statement for more information.

Whether or not you expect to be present at the virtual Annual Meeting, please sign the enclosed proxy card and return it promptly in the self-addressed envelope provided. Instructions are shown on the proxy card. If a broker or other nominee holds your shares in "street name," that is they are registered in the name of your broker, bank, trustee or other nominee, you should have received a notice containing voting instructions from your nominee rather than from us. You should follow the voting instructions in the notice to ensure that your vote is counted. The voting instruction form indicates whether you have the option to vote those shares by telephone or by using the Internet.

Your vote is extremely important to the Company. In the event there are not sufficient votes for a quorum or to approve or ratify any of the foregoing proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

OUR BOARD OF DIRECTORS INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE PROPOSALS.

If you have additional questions and you are a Barings BDC, Inc., stockholder you may contact the Company's Investor Relations department at 1-888-401-1088, or by email [e-mail]. You may also contact Broadridge, the Company's proxy solicitor, toll-free at 1-877-777-4652 for directions on how to attend the Annual Meeting virtually and how to vote during the virtual meeting.

By order of the Board of Directors,

Ashlee E. Steinnerd

Secretary, Barings BDC, Inc.

Charlotte, North Carolina

March 26, 2021

This is an important Annual Meeting. To ensure proper representation at the Annual Meeting, please complete, sign, date and return the proxy card in the enclosed, self-addressed envelope, or vote your shares electronically via the Internet or by telephone. Please see the enclosed proxy statement and the enclosed proxy card for details about electronic voting. Even if you vote your shares prior to this Annual Meeting, you still may attend the meeting and vote your shares electronically via the live webcast if you wish to change your vote.