You are cordially invited to attend the 20222024 Annual Meeting of Stockholders (the “Meeting”) of Goldman Sachs BDC, Inc. (the “Company”) to be held on May 18, 2022,29, 2024, at 10:00 a.m. (Eastern Time). The Meeting will be conducted as a virtual meeting hosted by means of a live webcast. The Board of Directors of the Company has implemented a virtual meeting format this year primarily to reflect our and global concerns regarding the spread of COVID-19.Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity.

You or your proxyholderproxyholders will be able to attend the Meeting online, vote and submit questions by visiting www.meetnow.global/MXGST64MPKPJR2 and using a control number assigned by Computershare Fund Services. To register and receive access to the virtual meeting, you will need to follow the instructions provided in the Notice of AnnualInternet Availability of Proxy Materials you received.

The following pages include a formal notice of the Meeting and our proxy statement. The Notice of Internet Availability of Proxy StatementMaterials you received and our proxy statement describe the matters on the agenda for the Meeting. Please read these materials carefully so that follow.

you will know what we intend to act on at the Meeting.

If you do not plan to be present at the virtual Meeting, you can vote by signing, datingfollowing the instructions in the Notice of Internet Availability of Proxy Materials to vote via the internet or telephone, or request, sign, date, and returning the enclosedreturn a proxy card promptly or by usingso that you may be represented at the Internet or telephone voting options as described on your proxy card.Meeting. If you have any questions regarding the proxy materials, please contact the Company at (866) 904-6150.Your prompt response will help reduce proxy costs—which are paid by the Company and indirectly by its stockholders—and will also mean that you can avoid receivingphone calls and mailings.

Sincerely,

/s/ Alex Chi and David Miller

Alex Chi and David Miller

Co-Chief Executive Officers and Co-Presidents

Notice is hereby given to the owners of shares of common stock (the “Stockholders”) of Goldman Sachs BDC, Inc. (the “Company”) that:

The 20222024 Annual Meeting of Stockholders (the “Meeting”) will be held virtually on May 18, 2022,29, 2024, at 10:00 a.m. (Eastern Time), by means of a live webcast, for the following purposes (the “Proposals”):

The matters referred to above are discussed in the Proxy Statement attached to this Notice. On March 2, 2022,February 27, 2024, the Board of Directors of the Company, including each of the independent directors, unanimously recommended that you voteeach of the Proposals.

You will be able to attend the Meeting online, submit your questions during the meeting and vote your shares electronically at the meeting by going to www.meetnow.global/MXGST64MPKPJR2 and entering your control number, which is included on the proxy cardNotice of Internet Availability of Proxy Materials that you received.

If your shares are held through a stock brokerage account or by a bank or other holder of record, you will need to request a legal proxy in order to receive access to the virtual meeting. To do so, you must submit proof of your proxy power (legal proxy) reflecting your holdings along with your name and email address to Computershare Fund Services.Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 13, 2022.24, 2024. You will receive a confirmation of your registration by email that includes the control number necessary to access and vote at the meeting. Requests for registration should be directed to Computershare at shareholdermeetings@computershare.com.

The meeting webcast will begin promptly at 10:00 a.m. (Eastern Time). We encourage you to access the Meeting prior to the start time. For additional information on how you can attend and participate in the virtual Meeting, please see the instructions beginning on page 1in your Notice of Internet Availability of Proxy Materials or the Proxy Statementinstructions that follows.accompanied your proxy materials. Because the Meeting will be a completely virtual meeting, there will be no physical location for Stockholders to attend.

Your vote is extremely important to us. If you will not attend the virtual Meeting, we urge you to follow the instructions provided in the proxy statement to vote your shares via the internet or by telephone, or to request, sign, date and return promptly return the encloseda proxy card in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. You may also vote easily and quickly by Internet or by telephone.card. In the event there are not sufficient votes for a quorum or to approve the Proposals at the time of the Meeting, the Meeting may be postponed or adjourned in order to permit further solicitation of proxies by the Board of Directors of the Company.

By Order of the Board of Directors

of Goldman Sachs BDC, Inc.

/s/ Caroline Kraus

Caroline Kraus

Secretary

To secure the largest possible representation at the Meeting, please mark your proxy card, sign it, date it, and return itfollow the instructions in the postage-paid envelope provided (unless you are voting byNotice of Internet Availability of Proxy Materials to vote via the internet or by telephone). If you telephone, or request),

To vote via the Internet,internet, please access the website found on your proxy cardNotice of Internet Availability of Proxy Materials and follow theon the website.

To vote by telephone, stockholders within the United States should call the toll-free number found on the proxy cardwebsite set forth in your Notice of Internet Availability of Proxy Materials and follow the recorded instructions. Stockholders outside the United States should vote via the Internetinternet or by submittingrequesting a proxy card instead.

You may revoke your proxy at any time at or before the Meeting (1) by notifying the Secretary of the Company in writing at the Company’s principal executive offices, (2) by submitting a properly executed, later-dated proxy, a later-dated electronic vote via the website stated on your proxy card,the Notice of Internet Availability of Proxy Materials or a later-dated vote using the toll-free telephone number stated on your proxy card,the Notice of Internet Availability of Proxy Materials or (3) by attending the virtual Meeting and voting during the webcast.

This Proxy Statement is furnished in connection with the solicitation of proxies by and on behalf of the Board of Directors (the “Board”) of Goldman Sachs BDC, Inc. (the “Company”“Company,” “we,” “our” and “us”) for use at the 20222024 Annual Meeting of Stockholders (the “Meeting”), to be held virtually on May 18, 2022,29, 2024, at 10:00 a.m. (Eastern Time), and any postponement or adjournment thereof. Much of the information in this Proxy Statement is required under rules of the Securities and Exchange Commission (the “SEC”), and some of it is technical in nature. If there is anything you do not understand, please contact the Company at (866)904-6150.

This Proxy Statement,

Only holders of record of our common stock at the accompanying Noticeclose of Annual Meetingbusiness on April 1, 2024 (the “Record Date”) will be entitled to notice of and to vote at the virtual Meeting.

In accordance with rules and regulations adopted by the SEC, we have elected to provide our stockholders (the “Stockholders”) access to our proxy cardmaterials on the internet, including the proxy statement and the form of proxy (collectively, the “Proxy Statement”) and the Company’s Annual Report on Formfor the fiscal year ended December 31, 2021 are being mailed2023. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) was distributed on or about April 3, 2024 to our stockholders (the “Stockholders”) of the Company of record as of April 1, 2022 (the “Record Date”)the close of business on the Record Date. Stockholders are able to (1) access the proxy materials on a website referred to in the Notice or about April 4, 2022.

(2) request that a printed set of the proxy materials be sent, at no cost to them, by following the instructions in the Notice. You will need the

control number and the security code that is included with the Notice to authorize your proxy for your shares through the internet. If you have not received a copy of the Notice and you hold your shares directly with Computershare Fund Services (“Computershare”), please contact the Company by phone at (866)If you have not received a copy of the Notice and your shares are held through a financial intermediary, such as a bank or broker, please contact your financial intermediary.

At the Meeting, you will be asked to vote on the following proposals:

The Meeting will be a virtual meeting conducted exclusively via live webcast starting at 10:00 a.m. (Eastern Time). You will be able to attend the Meeting online, submit your questions during the Meeting and vote your shares electronically at the meeting by going to www.meetnow.global/MXGST64MPKPJR2 and entering your control number, which is included on the proxy cardNotice that you received. Because the Meeting is completely virtual and being conducted via live webcast, Stockholders will not be able to attend the Meeting in person.

We are pleased to offer our Stockholders a completely virtual Meeting, which provides worldwide access and communication, while protecting the health and safety of our Stockholders, directors, management and other stakeholders. We are committed to ensuring that

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Stockholders will be afforded the same rights and opportunities to participate as they would at an

meeting. We will try to answer as many Stockholder-submitted questions as time permits that comply with the Meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If substantially similar questions are received, we will group such questions together and provide a single response to avoid repetition.

It is expected that the solicitation of proxies will be primarily by mail. The Company’s officers, and personnel of the Company’s investment adviser, GSAM,Goldman Sachs Asset Management, L.P. (“GSAM”), and the Company’s transfer agent and any authorized proxy solicitation agent, may also solicit proxies by telephone, email, facsimile or Internet.internet. If the Company records votes through the Internetinternet or by telephone, it will use procedures designed to authenticate Stockholders’ identities to allow Stockholders to authorize the voting of their shares in accordance with their instructions and to confirm that their identities have been properly recorded.

The Company will pay the expenses associated with this Proxy Statement and solicitation, in a manner agreed upon by the Board. The Company has engaged Computershare Inc. and Broadridge Financial Solutions, Inc., independent proxy solicitation firms, to assist in the distribution of the proxy materials and tabulation of proxies. The costaggregate costs of such services with respect to the Company isare estimated to be approximately $82,099,$78,080, plus reasonableexpenses.

To vote by mail, sign, date and promptly return the enclosed proxy card in the accompanying postage pre-paid envelope. To vote by Internetinternet or telephone, please use the control number and security code on your proxy cardNotice and follow the instructions as described on your Notice. If you would like to vote by mail, please follow the instructions provided on the Notice to request, sign, date and return promptly a proxy card. If you have any questions regarding the proxy materials, please contact the Company at (866)904-6150.

529-9210.

Any person giving a proxy may revoke it at any time before it is exercised (1) by notifying the Secretary of the Company in writing at the Company’s principal executive offices, (2) by submitting a properly executed, later-dated proxy, a later-dated electronic vote via the website stated on your proxy card,the Notice, or a later-dated vote using the toll-free telephone number stated on your proxy cardthe Notice or (3) by attending the virtual Meeting and voting during the webcast.

If (i) you are a member of a household in which multiple Stockholders share the same address, (ii) your shares are held in “street name” and (iii) your broker or bank has received consent to household material, then

This Proxy Statement is available online at(please have the control number found on your proxy cardNotice ready when you visit this website).

The Board is divided into three classes with staggered three-year terms. At each annual meeting of Stockholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of Stockholders held in the third year following the year of their election. At the Meeting, you will be asked to elect three Class III directors to serve until the 20252027 annual meeting of Stockholders orand until his or her successor is duly elected and qualified or until his or her earlier death, resignation, removal or disqualification. In addition, the Board has adopted policies which provide that (a) no director shall hold office for more than 15 years and (b) a director shall retire as of December 31st of the calendar year in which he or she reaches his or her 74th75th birthday, unless a waiver of such requirement has been adopted by a majority of the other directors. These policies may be changed by the directors without a stockholder vote.

Information concerning the nominees and other relevant factors is provided below. Using the enclosed proxy card or voting by the Internet or by telephone, a stockholderA Stockholder may vote his or her shares for or against, or abstain from voting with respect to, the election of each nominee. Ifnominee by properly voting by proxy over the enclosedinternet or by telephone following the instructions in the Notice or by requesting, signing, dating and returning a proxy card as soon as possible. Unless contrary instructions are specified, if a proxy is properly executed and received prior to the Meeting (and has not been revoked) but no instructions are marked, the proxies will vote “FOR” the nominees.

Each of Mr. Carlos E. Evans, Mr. Timothy J. Leach and Ms. Kaysie Uniacke, Mr. Jaime Ardila, and Mr. Richard A. MarkSusan B. McGee has consented to his or her nomination and has agreed to continue to serve if elected. If, at the time of the Meeting, for any reason, Mr. Evans, Mr. Leach or Ms. Uniacke, Mr. Ardila, and Mr. MarkMcGee is not available for election or is not able to serve as a director, the persons named as proxies intend to exercise their voting power in favor of such person as is nominated by the Board as a substitute.

Each of Mr. Evans, Mr. Leach and Ms. Uniacke, Mr. Ardila, and Mr. MarkMcGee has been nominated for election as a Class III director to serve until the 20252027 annual meeting of stockholders. None of the nominees are being proposed for election pursuant to any agreement or understanding between any such nomineenominees and the Company.

The significance or relevance of a nominee’s or director’s particular experience, qualifications, attributes and/or skills is considered by the Board on an individual basis. Experience, qualifications, attributes and/or skills common to all nominees and directors include the ability to critically review, evaluate and discuss information provided to them and to interact effectively with the other directors and with representatives of GSAM and its affiliates, other service providers, legal counsel and the Company’s independent registered public accounting firm, the capacity to address financial and legal issues and exercise reasonable business judgment, and a commitment to the representation of the interests of the Company and the Stockholders. The Governance and Nominating Committee’s charter contains certain other factors that are considered by the Governance and Nominating Committee in identifying and evaluating potential nominees to serve as Independent Directors.

. Mr. MarkEvans is retired. Mr. Evans has served on the Board of Directors of the Home Centered Care Institute, a nonprofit organization focused on scaling home-based primary care. From May 2016 to December 2021, Mr. Mark served as a Director of Almost Home Kids, an affiliate of Lurie Children’s Hospital of Chicago, which provides care to children with complicated health needs. Mr. Mark is a certified public accountant. Based on the foregoing, Mr. Mark is experienced with accounting, financial and investment matters.

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Continuing Directors not up for re-election at the Meeting

Independent Directors

Carlos E. Evans. Mr. Evans has served on the BoardCompany since October 2020. Mr. Evans is retired. He also serves on the Board of Directors of GS MMLC II.II and GS Credit. Mr. Evans is currently chairman of the Board of Directors of Highwoods Properties, Inc., a real estate investment trust, where he serves as chaira member of the Compensation/Governance Committee and as a member of the Executive Committee. He previously served as chairman of the Compensation/Governance Committee of Highwoods Properties, Inc. Prior to his retirement in 2014, Mr. Evans worked for Wells Fargo Bank, most recently serving as executive vice president and group head of the eastern division of Wells Fargo commercial banking. From 2006 until Wachovia Corporation’s merger with Wells Fargo in 2009, Mr. Evans served as wholesale banking executive and an executive vice president for the Wachovia general banking group. Previously, he held senior management positions with First Union National Bank and with Bank of America and its predecessors, including NationsBank, North Carolina National Bank and Bankers Trust of South Carolina, which he joined in 1973. Mr. Evans is chairman emeritus of the board of the Spoleto Festival USA and was previously chairman of the board of the Medical University of South Carolina Foundation. Mr. Evans serves on the boards of four private companies, National Coatings and Supplies Inc., Warren Oil Company, LLC, American Welding & Gas Inc. and Johnson Management. He also previously served on the Board of Directors of Sykes Enterprises, Incorporated, an international provider of outsourced customer contact management services. Based on the foregoing, Mr. Evans is experienced with financial and investment matters.

Ross J. Kari. Mr. Kari was elected as onematters, which we believe makes him well qualified to serve on the Board of the Company’s directors in August 2015. Mr. KariDirectors.

. Ms. McGee is retired. He also servesMs. McGee has served on the Board of Directors of PMMC and PMMC II. Previously, Mr. Kari was Executive Vice President and Chief Financial Officer of Federal Home Loan Mortgage Corporation (Freddie Mac), where he worked for four years. Previously, he held senior management positions at SAFECO Corporation, a personal insurance company, Federal Home Loan Bank of San Francisco, and Wells Fargo &the Company where he began his career and worked for 19 years. Mr. Kari also served as a Director and a member of the Audit Committee and ALCO Chairman of Summit Bank. Based on the foregoing, Mr. Kari is experienced with financial and investment matters.

Timothy J. Leach. Mr. Leach has served on the Board since October 2020. Mr. Leach is retired. He also serves as a member and Chairperson of the Board of Directors of MMLC II. From 2008 until his retirement in July 2016, Mr. Leach served as chief investment officer of US Bank Wealth Management. Prior to joining US Bank, Mr. Leach held senior management positions with U.S. Trust Company and various investment advisers and asset managers, including Wells Fargo Private Investment Advisors, Wells Fargo Alternative Asset Management, ABN Amro Global Asset Management, ABN Amro Asset Management (USA) and Qualivest Capital Management. Mr. Leach currently serves as chairman of the board of directors of Habitat for Humanity of Sonoma County and as chairman of the board of directors for GS Renewable Power LLC. Based on the foregoing, Mr. Leach is experienced with financial and investment matters.

Susan B. McGee. Ms. McGee was elected to the Board on May 1, 2018, with such election effective as of June 1, 2018. Ms. McGee is retired. She also serves on the Board of Directors of GS PMMC, GS PMMC II, PSLF, and PMMC II.GS Credit. Ms. McGee also serves on the Board of Directors for ETTL Engineers and Consultants Inc., and HIVE Digital Technologies Ltd. Ms. McGee formerly served as a Director for Nobul Corporation, (aa digital real estate company), and HIVE Blockchain Technologies Ltd.company, from 2019 to 2022. Ms. McGee worked for 26 years at U.S. Global Investors, Inc., an investment management firm, until June 2018, during which time she held several senior management positions, including President, General Counsel and Chief Compliance Officer. She has also been involved in the governance of the U.S. Global Investors Funds, serving as Vice President until June 2018. In addition, Ms. McGee serves on the Board of Governors of the Investment Company Institute and as Chairperson of the Investment Company Institute Small Funds Committee. She is also a member of the Board of Directors of the San Antonio Sports Foundation, a

organization. Based on the foregoing, Ms. McGee is experienced with financial and investment matters.

matters, which we believe makes her well qualified to serve on the Board of Directors.

It is the responsibility of the Independent Directors to review their own compensation and recommend to all of the directors the appropriate level of compensation. This level of compensation may be adjusted from time to time. In conducting their review, the Independent Directors use such information as they deem relevant, including compensation paid to directors of other BDCs of similar size and the time and effort required of the directors in fulfilling their responsibilities to the Company.

The following table shows information regarding the compensation earned by the Independent Directors for the fiscal year ended December 31, 2021.2023. No compensation is paid by the Company to any Interested Director or executive officer of the Company.

		Total Compensation From the Company (1)(2)				Total Compensation From the Goldman Sachs Fund Complex (1)
Interested Director
Kaysie Uniacke (3)			—				—
Independent Directors
Jaime Ardila (4)		$	161,000			$	341,000
Carlos E. Evans		$	125,000			$	260,367
Ross Kari		$	125,000			$	275,000
Ann B. Lane (5)		$	125,000			$	255,000
Timothy J. Leach		$	125,000			$	277,391
Richard A. Mark (6)		$	140,000			$	278,879
Susan B. McGee		$	125,000			$	255,000

The Board’s role in the management of the Company is one of oversight. Oversight of the Company’s investment activities extends to oversight of the risk management processes employed by GSAM as part of itsmanagement of the Company’s investment activities. The Board reviews risk management processes at both regular and special Board meetings throughout the year, consulting with appropriate representatives of GSAM as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated with the Company’s investment activities are accurately identified, thoroughly investigated and responsibly addressed. Stockholders should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of the Company’s investments. The Board also oversees the quarterly valuation of the Company’s assets.

The Board has established an Audit Committee, Governance and Nominating Committee, Compensation Committee, Compliance Committee and Contract Review Committee. The scope of each committee’s responsibilities is discussed in greater detail below.

Jaime Ardila,

Timothy J. Leach, an Independent Director, serves as Chairman of the Board. The Board believes that it is in the best interests of the Stockholders for Mr. ArdilaLeach to lead the Board because of his familiarity with the Company’s portfolio companies, his broad corporate background and experience with financial and investment matters and his significant senior management experience, as described above. Mr. ArdilaLeach generally acts as a liaison between management, officers and attorneys between meetings of the Board and presides over all executive sessions of the Independent Directors without management. The Board believes that its leadership structure is appropriate because the structure allocates areas of responsibility among the individual directors and the committees in a manner that enhances effective oversight. The Board also believes that its size creates an efficient corporate governance structure that provides opportunity for direct communication and interaction between management and the Board.

The Board had fivesix formal meetings in 2021.2023. Each director attended at least 75% of the meetings of the Board and of the respective committees on which he or she served during the fiscal year ended December 31, 2021.2023. To promote effectiveness of the Board, under normal circumstances directors are strongly encouraged to attend regularly scheduled Board meetings in person.

None of the Company’s directors attended the 20212023 Annual Meeting of Stockholders.

The Audit Committee is responsible for overseeing matters relating to the appointment and activities of the Company’s auditors, audit plans and procedures, various accounting and financial reporting issues and changes in accounting policies, and reviewing the results and scope of the audit and other services provided by the independent public accountants. The Audit Committee is also responsible for aiding the Board in fair value pricing debt and equity securities that are not publicly traded or for which current market values are not readily available. The Audit Committee’s charter is available on the Company’s website ().

The Audit Committee held five formal meetings in 2021.

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2023.

All candidates nominated for an Independent Director position must meet applicable independence requirements and have the capacity to address financial and legal issues and exercise reasonable business judgment. The Governance and Nominating Committee considers a variety of criteria in evaluating candidates (including candidates nominated by a Stockholder), including (1) experience in business, financial or investment matters or in other fields of endeavor; (2) financial literacy and/or whether he or she is an “audit committee financial expert,” as defined in Item 407 of Regulation(3) reputation; (4) ability to attend scheduled Board and committee meetings; (5) general availability to attend to Board business on short notice; (6) actual or potential business, family or other conflicts bearing on either the candidate’s independence or the business of the Company; (7) length of potential service; (8) commitment to the representation of the interests of the Company and the Stockholders; (9) commitment to maintaining and improving his or her skills and education; (10) experience in corporate governance and best business practices; and (11) the diversity that he or she would bring to the Board’s composition.

The Governance and Nominating Committee considers nominees properly recommended by a Stockholder. The Company’s bylaws provide that for any nomination to be properly brought by a Stockholder for a meeting, such Stockholder must comply with advance notice requirements and provide the Company with certain information. Generally, to be timely, a Stockholder’s notice must be received at the Company’s principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of Stockholders. The Company’s bylaws further provide that nominations of persons for election to the Board at a special meeting may be made only by or at the direction of the Board and, provided that the Board has determined that directors will be elected at the meeting, by a Stockholder who is entitled to vote at the meeting and who has complied with the advance notice provisions of the bylaws. The Governance and Nominating Committee’s charter is available on the Company’s website ().

The Compensation Committee did not hold any formal meetings in 2021.

2023.

The Compliance Committee held four formal meetings in 2021.

2023.

The Contract Review Committee had one formal meeting in 2021.

2023.

The address for each executive officer is c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. Each officer holds office at the pleasure of the Board until the next election of officers orand until his or her successor is duly elected and qualifies.

Mr. Chi was appointed asis the Company’s executive officer andof the Company and has served in such capacity since August 2022. Mr. Chi is also theexecutive officer andof GS PMMC, GS PMMC II, GS MMLC II, PSLF, and MMLC II.GS Credit. Mr. Chi isof Goldman Sachs Asset Management Private Credit in the Americas. Before assuming his current role, Mr. Chi spent 25 years in Goldman Sachs’sSachs’ Investment Banking Division. Mr. Chi worked in the Financial and Strategic Investors Group from 2006 to 2019, managing Goldman Sachs’sSachs’ relationships with private equity and related portfolio company clients. Prior to that, Mr. Chi worked in Leveraged Finance, where he spent six years structuring and executing leveraged loan and high yield debt financings for corporate and private equity clients across industries. He also spent three years in Asia focused on mergers and acquisitions and corporate finance transactions. Mr. Chi was named managing director in 2006 and partner in 2012.

Mr. Miller was appointed asis the Company’s executive officer andof the Company and has served in such capacity since August 2022. Mr. Miller is also theexecutive officer andof GS PMMC, GS PMMC II, GS MMLC II, PSLF, and MMLC II.GS Credit. Mr. Miller isof Goldman Sachs Asset Management Private Credit in the Americas. He has spent his nearlycareer as an investor in middle market companies and has originated billions of dollars in commitments across all industries to companies in various stages of the lifecycle. He co-founded inIn 2004, heGoldman Sachs’sSachs’ middle market origination effort investing primarily firm capital and has led that business since 2013. Prior to joining Goldman Sachs in 2004, Mr. Miller was senior vice president of originations for GE Capital, where he was responsible for structuring and originating loans in the media and telecommunications sectors. Previously, Mr. Miller was a director at SunTrust Bank, responsible for originating and managing a portfolio of middle market loans. Mr. Miller was named managing director in 2012 and partner in 2014.

Gabriella N. Skirnick. Ms. Skirnick was appointed as

Mr. Greene is the Company’s chief operating officer effective March 7, 2022. Ms. Skirnickof the Company and has served in such capacity since June 2023. Mr. Greene is also the chief operating officer of GS PMMC, GS PMMC II, GS MMLC II, PSLF and GS Credit. Mr. Green previously served as a vice president of the Company from August 2022 to June 2023, and also previously served as a vice president of GS PMMC, GS PMMC II, GS MMLC II. Ms. SkirnickII, PSLF and GS Credit. In addition, he is global chief operating officer ofa managing director in Goldman Sachs Asset Management Private Credit. He is a senior portfolio manager focused on fund management. Prior to his current role, Mr. Greene was a senior originator and underwriter in Goldman Sachs Asset Management Private Credit. Mr. Greene joined Goldman Sachs in 2004 in the Specialty Lending Group, primarily investing firm capital in directly originated middle market loans. Prior to joining the Merchant Banking Division as global chief operating officer of the Private Credit investing platform in 2017, she spent six yearsGoldman Sachs, Mr. Greene worked at GE Capital, focusing on underwriting loans in the Investment Banking Division in the Technology, Mediamedia and Telecom Group, where she focused on technology mergers and acquisitions, as well as in the Americas Financing Group. Ms. Skirnick joined Goldman Sachs as an analyst in the Communications, Media and Entertainment Group within the Investment Banking Division in 2000 and rejoined the firm in 2010. Before re-joining Goldman Sachs, Ms. Skirnick worked in distressed investing at Aurelius Capital Management and Perella Weinberg Partners. Shetelecommunications sector. Mr. Greene was named managing director of Goldman Sachs in 2017.

Carmine Rossetti.2021.

Ms. Kraus is the chief legal officer and secretary of the Company and has served in such capacity since August 2022. Ms. Kraus is also a Managing Director and Senior Counsel at ErnstGSAM and the chief legal officer and secretary of GS PMMC, GS PMMC II, GS MMLC II, PSLF and GS Credit, as well as various other Goldman Sachs funds. Ms. Kraus joined Goldman Sachs in 2006. Prior to joining Goldman Sachs, she was an associate at Weil, Gotshal & YoungManges, LLP.

. Ms. Yoo is the chief compliance officer of the Company and has served in such capacity since June 2019. Ms. Yoo is also the Managing Director of GSAM Compliance, Head of the U.S. Regulatory Compliance team with GSAM Compliance, and Chief Compliance Officer of GS PMMC, GS PMMC II, GS MMLC II, PSLF, and MMLC II.GS Credit. Ms. Yoo joined Goldman Sachs in 2013. Prior to joining Goldman Sachs, Ms. Yoo was a Vice President in the legal department of Morgan Stanley Investment Management. Prior to joining Morgan Stanley, she was an associate at Shearman & Sterling, LLP and at Swidler Berlin Shereff Friedman, LLP.

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David Yu.

Mr. Yu was appointed as an executiveBetzen is a vice president and Head of Research of the Company and has served in March 2013.such capacity since August 2022. Mr. YuBetzen is executivealso a vice president and Head of Research ofGS PMMC, GS PMMC II, andGS MMLC II, PSLF, and GS Credit. He is also a membermanaging director and senior underwriter in Goldman Sachs Asset Management Private Credit Americas. Mr. Betzen initially joined Goldman Sachs in 2006 as an associate and rejoined the firm as a vice president in 2013. He was named managing director in 2019. Prior to rejoining the firm, Mr. Betzen worked at Newstone Capital Partners and was focused on second lien, mezzanine and minority equity investing. Prior to initially joining Goldman Sachs, he worked at JPMorgan Chase in the Technology Corporate Banking Group and was focused on software, services and payments companies.

. Mr. Watts is a vice president of the GSAMCompany and has served in such capacity since August 2022. Mr. Watts is also a vice president of GS PMMC, GS PMMC II, GS MMLC II, PSLF, and GS Credit. He also serves as head of underwriting and portfolio management for Goldman Sachs Asset Management Private Credit Group within the Americas. He has spent greater than 20 years as a focus on sourcing, structuringcredit investor in middle market companies and executing privately negotiated debt financingshas overseen billions of dollars of investments from origination to exit as well as a significant amount of experience in workouts and serves as its Head of Research.restructurings. Mr. YuWatts is a member of the Private Credit Group’s BDC Investment Committee and the Private Credit Investment Subcommittee, which is responsible for evaluating and approving all offocuses on middle market lending primarily via the Company’s investments.Goldman Sachs balance sheet. Mr. YuWatts joined Goldman Sachs in 2006.2007 and was named managing director in 2015 and partner in 2022. Prior to joining Goldman Sachs, Mr. YuWatts spent five years with GE Capital’s Technology, Media and Telecom Finance Group as a senior vice president and risk team leader in underwriting and portfolio management. Before working at GE Capital, Mr. Watts was an associate in the Global Investments Group at Amaranth Advisors, where he similarly worked with public and private issuers to structure and execute debt and equity financings. Prior to joining Amaranth, he worked in the Leveraged Finance and Sponsor Coverage Group at CIBC World Markets.

Michael Mastropaolo. Mr. Mastropaolo was appointedInvestcorp International after

. Ms. Yang is a vice president of the Company and has served in February 2019. Mr. Mastropaolosuch capacity since August 2022. Ms. Yang is also executivea vice president of GS PMMC, GS PMMC II, andGS MMLC II, PSLF, and a member of the GSAM Credit Alternatives team with a focus on sourcing, structuring and executing privately negotiated debt financings. HeGS Credit. She is also a membermanaging director in Credit Alternatives within GSAM, with oversight of the Private Credit Group’s BDC Investment Committee, whichHealthcare. She is responsible for evaluatingleading and approving all ofmanaging the Company’s investments. Mr. Mastropaolo joined the firm in 2016. Prior to joining the firm, Mr. Mastropaolo was a director at Golub Capital where he originatedhealthcare investment strategy and managed middle market debt and equity investments. Mr. Mastropaolo started his career at General Electric in the Investment Analyst training program at GE Capital.

Jordan Walter. Mr. Walter was appointed as an executive vice president of the Company in February 2018. Mr. Walter is also executive vice president of PMMC, PMMC II and MMLC II and a member of the GSAM CreditAlternatives team with a focus on sourcing, structuring and executing privately negotiated debt financings. He is also a member of the Private Credit Group’s BDC Investment Committee, which is responsible for evaluating and approving all of the Company’s investments. Mr. Walterportfolio. Ms. Yang joined Goldman Sachs in 2014.2018 as a vice president and was named managing director in 2021. Prior to joining Goldman Sachs, Mr. WalterMs. Yang was an executive director at Varagon Capital Partners, where she was responsible for structuring, executing and managing credit investments in the healthcare sector. Previously, she was a vice president at MCG Capital where he originated and managed middle market debt and equity investments. Prior to joining MCG Capital, Mr. Walter was in the FinancialFifth Street Asset Management, Program at General Electric.

David Pessah. Mr. Pessah was appointed as Principal Accounting Officer of the Company in March 2020. Mr. Pessah is also Principal Accounting Officer of PMMC, PMMC II and MMLC II. Mr. Pessah is a Vice President in the BDC Fund Controllers team of the Investment Adviser. Mr. Pessah is responsible for fund accounting and financial reporting oversight as well as the continuous improvement of the Company’s internal control over financial reporting. Prior to joining Goldman Sachs in September 2010, he worked in the audit practice at Ernst & Young LLP.

focused on healthcare deal execution.

The management fee wasis calculated at an annual rate of 1.00% (0.25% per quarter) of the average value of the Company’s gross assets at the end of each of the two most recently completed calendar quarters, and the incentive fee wasis calculated based on (a) the amount by which our ordinary income exceeds certain “hurdle rates,” and (b) our capital gains.

For the year ended December 31, 2021,2023, the Company paid GSAM a total of $41.21$70.22 million in fees (excluding fees that are accrued but not paid) pursuant to the investment management agreement, which consisted of $29.69$35.83 million in management fees and $11.52$34.39 million in incentive fees.

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At a meeting of the Board held on December 7, 2021,February 27, 2024 the Audit Committee selected and recommended, and at a meeting held on February 27, 2024, the Board, including a majority of the Independent Directors approved, the selection of PricewaterhouseCoopers LLP to act as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022.2024. This selection is presented for ratification by the Stockholders. If the Stockholders fail to ratify the selection of PricewaterhouseCoopers LLP to serve as the independent registered public accounting firm for the year ending December 31, 2022,2024, the Audit Committee and the Board will reconsider the continued retention of PricewaterhouseCoopers LLP.

Representatives of PricewaterhouseCoopers LLP are expected to be available telephonically during the Meeting and will be available to respond to appropriate questions from Stockholders if necessary. Representatives of PricewaterhouseCoopers LLP will be given the opportunity to make statements at the Meeting, if they so desire.

Fees included in the audit fees category are those associated with the annual audits of financial statements, review of the financial statements included in the Company’s Quarterly Reports onservices that are normally provided in connection with statutory and regulatory filings.

Audit-related fees are for any services rendered to the Company that are reasonably related to the performance of the audits or reviews of the Company’s consolidated financial statements (but not reported as audit fees above). These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

The aggregate audit-related fees billed by PricewaterhouseCoopers LLP to GSAM, and any entity controlling, controlled by, or under common control with, GSAM, that provides ongoing services to the Company, for engagements directly related to the Company’s operations and financial reporting, for the years ended December 31, 20212023 and 20202022 were $1,116,432$1,304,641 and $1,126,432,$1,259,539, respectively. These amounts represent fees PricewaterhouseCoopers LLP billed to GSAM for services related to the SSAE 18 report.

Fees included in the tax fees category comprise all services performed by professional staff in the independent registered public accountant’s tax division except those services related to the audits. This category comprises fees for tax compliance services provided in connection with the preparation and review of the Company’s tax returns.

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Other than services reported under “Audit-Related Fees,” no other fees were billed by the Company’s independent registered public accountant to GSAM, and any entity controlling, controlled by, or under common control with, GSAM, that provides ongoing services to the Company, for engagements directly related to the Company’s operations and financial reporting, for the years ended December 31, 20212023 and 2020.

2022.

.of the Policy may be waived with respect to the provisionthat are permissible for an independent auditor to perform, provided (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues subjectwas paid to the independent auditors during the fiscal year in which the services are provided; (2) such services were not recognized by the Company at the time of the engagement toand (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee to whom authority to grant such approvals has been delegated by the Audit Committee, pursuant toof the Policy.

 The Policy provides that, in addition toauditprovided to the Company, the Audit Committeeprovided to the Company’s investment adviser (and entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the Company) where the engagement relates directly to the operations or financial reporting of the Company.

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The following is the report of the Audit Committee of Goldman Sachs BDC, Inc. (the “Company”) with respect to the Company’s audited financial statements for the fiscal year ended December 31, 20212023 (the “Audited Financial Statements”).

The Audit Committee has: (a) reviewed and discussed the Audited Financial Statements with the management of the Company; (b) discussed with the independent auditor the matters required to be discussed by Auditing Standard 1301 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”); and (c) received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB Ethics and Independence Rule 3526 regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditor the auditor’s independence.

The members of the Audit Committee are not, and do not represent themselves to be, professionally engaged in the practice of auditing or accounting and are not employed by the Company for accounting, financial management or internal control purposes. Moreover, the Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management or the Company’s independent auditor. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions referred to above do not provide assurance that the audit of the Company’s financial statements has been carried out in accordance with the standards of the PCAOB or that the financial statements are presented in accordance with generally accepted accounting principles.

Based on its consideration of the Audited Financial Statements and the discussions referred to above with management and the Company’s independent auditor, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the charter and those discussed above, the Audit Committee recommended to the Board of Directors that the Audited Financial Statements be accepted by the Board of Directors and included in the Company’s Annual Report on Formfor the last fiscal year for filing with the SEC.

March 2, 2022

Richard A. Mark, Chairman

The management of the Company does not know of any other matters to be brought before the Meeting. If such matters are properly brought before the Meeting, proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of Caroline Kraus and Lindsey Edwards,Curtis Tate, who are the persons named as proxies.

A quorum for the transaction of business at the Meeting is established by the presence, virtually or by proxy, of holders representing a majority of the votes entitled to be cast at the Meeting. Stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Meeting and at any postponements or adjournments thereof. There were 101,885,413112,103,346 shares of the Company’s common stock outstanding on April 1, 2022.the Record Date. Each share of common stock is entitled to one vote. Cumulative voting is not permitted.

Proposal 1 is amatter. As a result, if you hold shares in “street name” through a broker, bank or other nominee, your broker, bank or nominee willbe permitted to exercise voting discretion with respect to Proposal 1, the election of three Class III directors. Therefore, if you do not vote and you do not give your broker or other nominee specific instructions on how to vote for you, then your shares will have no effect on Proposal 1.

Proposal 2, the ratification of the selection of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm, is a routine matter. As a result, if you beneficially own your shares and you do not provide your broker or nominee with voting instructions, then your broker, bank or nominee will be able to vote your shares for you on Proposal 2.

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A vote may be taken on either Proposal prior to any such adjournment if there are sufficient votes for approval of such Proposal.

All interested parties, including Stockholders, may send communications to the Board, the Independent Directors, the Chairman or any other individual director, by addressing such communication to the Board, the Independent Directors, the Chairman or to the individual director, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282.

Copies of the Company’s Annual Reports on FormQuarterly Reports on Formand Current Reports on Formare available, without charge, on its website ()or upon request by writing to the Company or by calling the Company toll-free at (866) 904-6150.(312)Please direct your written request to Caroline Kraus, Secretary, at the Company, c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. Copies of such reports are also posted and are available without charge on the SEC’s website at.

The principal address of the Company’s investment adviser is Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282.

The principal address of the Company’s administrator is State Street Bank and Trust Company, One LincolnCongress Street, Boston, Massachusetts 02111.

02114.

The Company expects that the 20232025 Annual Meeting of Stockholders will be held in May 2023,2025, but the exact date, time and location of such meeting have yet to be determined. A Stockholder who intends to present a proposal at that annual meeting, including nomination of a director, must submit the proposal in writing to the Secretary of the Company at Goldman Sachs BDC, Inc., c/o Goldman Sachs Asset Management, L.P., 200 West Street, New York, New York 10282. Notices of intention to present proposals, including nomination of a director, at the 20232025 Annual Meeting of Stockholders must be received by the Company no earlier than January 8, 202329, 2025 and no later than February 17, 2023.28, 2025. In order for a proposal to be considered for inclusion in the Company’s proxy statement for the 20232025 Annual Meeting of Stockholders, the Company must receive the proposal no later than December 5, 2022.3, 2024. The submission of a proposal does not guarantee its inclusion in the Company’s proxy statement or presentation at the meeting unless certain securities law requirements are met. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.