{"url_path":"/sec/psbd/8-k/2026-07-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1794776/0001213900-26-078363-index.html","accession_number":"0001213900-26-078363","cik":"0001794776","ticker":"PSBD","issuer_name":"Palmer Square Capital BDC Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1794776/0001213900-26-078363-index.html","primary_entity_key":"0001794776","primary_entity_name":"Palmer Square Capital BDC Inc."},"word_count":790,"has_tables":true,"body_markdown":"**Item 1.01.** **Entry\ninto a Material Definitive Agreement.**\n\n \n\nOn July 15, 2026 (the “Refinancing Date”),\nPalmer Square Capital BDC Inc. (the “Company”) completed the refinancing of a $300.00 million term debt securitization (the\n“CLO Reset Transaction”) of Palmer Square BDC CLO 1, Ltd. (the “Issuer”), an exempted company incorporated with\nlimited liability under the laws of the Cayman Islands and a wholly-owned indirect subsidiary of the Company, in connection with which\nthe Issuer issued the Secured Notes (as defined below). The CLO Reset Transaction functions as a source of long-term balance sheet financing\nfor a portion of the Company’s portfolio investments and, as a result, the Notes (as defined below) issued in connection with the\nCLO Reset Transaction are subject to the Company’s regulatory asset coverage requirement.\n\n \n\nThe Secured Notes offered in the CLO Reset Transaction\nwere issued by the Issuer pursuant to an indenture (the “Indenture”), dated as of May 23, 2024 (the “Original Closing\nDate”), among the Issuer, Palmer Square BDC CLO 1, LLC (the “Co-Issuer”) and U.S. Bank Trust Company, National Association,\nas trustee (in such capacity, the “Trustee”), as amended by a supplemental indenture (the “Supplemental Indenture”),\ndated as of the Refinancing Date, among the Issuer, the Co-Issuer and the Trustee, and consented to by the Company, as collateral manager\nand subordinated noteholder, and consist of (i) $228.00 million of AAA Class A-R Notes due 2039, which bear interest at the forward-looking\nterm rate based on the secured overnight financing rate (“Term SOFR”) plus 1.28% (the “Class A-R Notes”); and\n(ii) $72.00 million of AA Class B-R Notes due 2039, which bear interest at Term SOFR plus 1.75% (the “Class B-R Notes” and,\ntogether with the Class A-R Notes, the “Secured Notes”). The Company continues to retain 100% of the subordinated notes issued\nby the Issuer on the Original Closing Date (the “Subordinated Notes”), which do not bear interest but are entitled to all\nof the principal and interest payments made on the loan portfolio held by the Issuer, net of interest and principal payments distributed\nto the holders of the Secured Notes, and will continue to retain the Subordinated Notes in accordance with the U.S. Risk Retention Rules\nand the EU/UK Securitization Regulations at and after the closing of the CLO Reset Transaction. The Secured Notes together with the Subordinated\nNotes are collectively referred to herein as the “Notes.”\n\n \n\nOn the Refinancing Date and in connection\nwith the CLO Reset Transaction, the Issuer and the Co-Issuer entered into a refinancing note purchase agreement (the “Purchase\nAgreement”) with BofA Securities, Inc., as the refinancing initial purchaser (the “Initial Purchaser”), pursuant\nto which the Initial Purchaser purchased the Secured Notes issued pursuant to the Indenture, as amended by the Supplemental\nIndenture, as part of the CLO Reset Transaction.\n\n \n\nThe CLO Reset Transaction is backed by a diversified\nportfolio of senior secured loans or participation interests therein with the potential for investment in second lien loans or participation\ninterests therein, corporate bonds or loans made to a debtor-in-possession pursuant to Section 364 of the Bankruptcy Code having the priority\nallowed by either Section 364(c) or 364(d) of the Bankruptcy Code and fully secured by senior liens or participation interests therein,\nwhich is managed by the Company as collateral manager pursuant to a collateral management agreement entered into with the Issuer on the\nOriginal Closing Date (the “Collateral Management Agreement”). The Company has agreed to irrevocably waive all collateral\nmanagement fees payable to it so long as it is the collateral manager under the Collateral Management Agreement. The Notes are scheduled\nto mature on July 15, 2039; however, the Notes may be redeemed by the Issuer, at the written direction of (i) a majority of the Subordinated\nNotes (with the consent of the Company, in the case of the Secured Notes) or (ii) the Company, in each case, on any business day on or\nafter the Refinancing Date.\n\n \n\nThe Secured Notes are the secured obligations\nof the Issuer, the Subordinated Notes are the unsecured obligations of the Issuer, and the indenture governing the Notes includes customary\ncovenants and events of default. The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or\nany state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities\nand Exchange Commission or an applicable exemption from registration.\n\n \n\nThe descriptions of the documentation related\nto the CLO Reset Transaction contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety\nby reference to the underlying agreements, attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, incorporated into this Current Report\non Form 8-K by reference.\n\n \n\n1"}