Bain Capital Specialty Finance Q4 2025 Earnings Call - NII Covers Dividend; Credit Health Intact Amid Yield Compression

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Please stand by. Your meeting is about to begin. Hello, welcome everyone joining today’s Bain Capital Specialty Finance fourth quarter and fiscal year, ended December thirty-first, 2025, earnings conference call. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions during the question-and-answer session. To register to ask a question at any time, please press star one on your telephone keypad. Please note, this call is being recorded. We are standing by if you should need any assistance. It is now my pleasure to turn the meeting over to Katherine Schneider, Investor Relations. Please go ahead.

Katherine Schneider, Investor Relations, Bain Capital Specialty Finance: Thanks, Nikki. Good morning. Welcome everyone to the Bain Capital Specialty Finance fourth quarter and fiscal year ended December 31st, 2025 conference call. Yesterday, after market closed, we issued our earnings press release and investor presentation of our quarterly and annual results, a copy of which is available on Bain Capital Specialty Finance’s Investor Relations website. Following our remarks today, we will hold a question-and-answer session for analysts and investors. This call is being webcast, and a replay will be available on our website. This call and webcast are property of Bain Capital Specialty Finance, and any unauthorized broadcast in any form is strictly prohibited. Any forward-looking statements made today do not guarantee future performance, and actual results may differ materially.

These statements are based on current management expectations but include risks and uncertainties, which are identified in the Risk Factors section of our Form 10-K, that could cause actual results to differ materially from those indicated. Bain Capital Specialty Finance assumes no obligation to update any forward-looking statements at this time unless required to do so for by law. Lastly, past performance does not guarantee future results. With that, I’d like to turn the call over to our CEO, Michael Ewald.

Michael Ewald, Chief Executive Officer, Bain Capital Specialty Finance: Thanks, Catherine. Good morning, and thanks to all of you for joining us on our earnings call today. In addition to Catherine, I’m joined today by Mike Boyle, our President, and our Chief Financial Officer, Amit Joshi. In terms of the agenda for the call, I’ll start with an overview of our fourth quarter and 2025 full year results, and then discuss the broader market environment and our positioning. Thereafter, Mike and Amit will discuss our investment portfolio and financial results in greater detail. We’ll leave some time for questions at the end, as usual. Beginning with our financial results, net investment income per share for the fourth quarter was $0.46, representing an annualized yield of 10.6% on equity. Our net investment income covered our base dividend of $0.42 per share by 110%.

Q4 earnings per share were $0.43, representing an annualized return on equity of 9.9%. For the full year 2025, net investment income per share was $1.88, or 11.1% return on equity. 2025 earnings per share were $1.53, representing a 9.0% return on equity. We are pleased to report that these results reinforce the consistency of our positive performance to our shareholders. Over the prior three-year and five-year periods, BCSF has consistently delivered an annualized ROE of 10%, driven by strong earnings, supported by healthy credit performance and fundamentals across our portfolio. Subsequent to quarter end, our board declared a first quarter dividend equal to $0.42 per share and payable to record date holders as of March 16, 2026.

This represents a 9.8% annualized rate on ending book value as of December 31st. Turning to the market today and how we are navigating the current environment under the backdrop of some of the recent private credit headlines surrounding credit quality and software/AI disruption risk. We’ve been pleased to see new deal activity levels pick up throughout the second half of 2025 and into the fourth quarter, driven by higher new LBO activities and continued add-on activities, as underlying economic indicators have remained constructive for new investments. In today’s market, BCSF continues to benefit from Bain Capital’s private credit platform’s long-standing presence in the middle market.

Consistent with our long-term focus, we’ve been staying active within our market segment in the core middle market, where we believe we can demonstrate a greater spread premium and maintain tighter underwriting standards with control of our debt tranches. The markets have continued to be competitive, our long-standing presence in this segment has positioned us well with our sponsor relationships to be a trusted partner and capital provider. We’ve been able to achieve a greater spread premium while maintaining conservative capital structures and tight documentation. The weighted average spread on our new first lien originations during the quarter was 535 basis points, with a net leverage of 4.6x. The weighted average spread on our new originations during 2025 was approximately 560 basis points.

Our spread levels compared favorably to the average sponsored middle market first lien loans, which were approximately 500 basis points, both in the fourth quarter and throughout the year. Importantly, we’ve maintained discipline with our capital base across our private credit platform, which has allowed us to pick the spots where we want to invest across the market. The cornerstone of our investment philosophy continues to be rigorous fundamental due diligence at the industry, company, and individual security level. BCSF benefits from not only our dedicated private credit investment team that brings deep experience and specialization across industries, regions, and capital structures, but also from expertise across our firm that drives collaboration and deeper industry insights to source, diligence, and underwrite investments, bringing the power of the Bain Capital platform to our investors.

When underwriting and managing risk across our portfolio, this approach leads us to lean in and out of certain sectors over time and be less beholden to investing just in sectors that may be driving the highest new deal volumes in the market. For example, our investors may recall that BCSF has historically had lower exposure to healthcare investments, such as physician practice management companies, as we shied away from many of these deals in the private credit markets during a period of high volumes, as these transactions typically came with less favorable terms and structures in our view. Today, software and technology have been top of mind for investors, given the increased volatility in the public sector due to potential AI disruption.

It has also been one of the largest sector allocations across the private credit market and garnered a lot of recent private market headlines. We wanted to spend some time touching on our exposure and approach. This is a sector that Bain Capital has been investing in for quite some time. Notably also one in which we maintain a selective underwriting approach. Bain Capital has dedicated professionals that focus on technology within our private credit group, further supported by dedicated industry resources across our broader credit team and the firm more broadly, as we seek to harness the insights and knowledge across other business units such as ventures, tech opportunities, private equity, and more. High-tech industries is one of our top sector exposures. Only it comprises approximately 11% of BCSF’s total portfolio.

Our focus within this sector over the years has been on systems of record software and/or highly specialized vertical software. We generally look for and support tier one enterprise software assets that provide mission-critical products that have demonstrated value propositions, exhibit strong growth on a recurring revenue base across a highly diversified customer base, have several viable exit strategies, and are led by talented management teams able to effectively grow the business. We also seek to partner with private equity sponsors with extensive tech and software expertise and clear value creation plans to generate positive cash flow through their ownership, and we tailor our loan terms and structure to mirror those plans. Software categories have always had wide variability in levels of certain types of risks or credit attributes.

The discourse about AI disruption over the last few years has largely focused on LMMs, or large multi-model, multimodal models, which increasingly excel at summarizing and analyzing disparate sets of data. While this potential for AI disruption is not a new phenomenon, given the recent volatility across public software markets, we have reevaluated each of our portfolio companies by qualitative criteria regarding the risk of AI replacement. We believe our portfolio has low risk to AI disruption and is in fact more likely to be the natural beneficiary of AI functionality than other types of software, and has many of the positive credit attributes for which we have historically screened. Our software companies have demonstrated strong credit fundamentals, where we have seen healthy levels of earnings growth across our borrowers since underwriting.

As of year-end, median LTV is approximately 34%, even adjusting for current enterprise value multiples since close, and these borrowers have demonstrated healthy interest coverage of 1.7x. Turning to our broader portfolio, credit fundamentals across our underlying companies have remained resilient. At year-end, median net leverage across our borrowers was 4.7x, unchanged from the prior quarter and stable from 4.8x on a year-over-year basis. Median interest coverage is also healthy at 2.0x. Watch list names comprise approximately 5% of our overall portfolio with fair value, which is also consistent with recent quarters. These names have also remained relatively stable and include a handful of companies that have been facing ongoing challenges in recent years due to various headwinds, such as navigating through certain end-market cyclicality, continued COVID headwinds, and various idiosyncratic underperformance.

Our positioning across these names is comprised largely of first lien loans, so we feel confident about our positioning within those capital structures. Non-accruals remain low across our portfolio at 1.5% at amortized cost and 0.8% at fair value as of year-end. This was stable quarter-over-quarter, no new companies were added to non-accrual during the fourth quarter. Taking all of this together, the overall health and credit quality of our portfolio remains on solid footing, and we believe there is a disconnect versus where the market trading valuations are today in the BDC sector, especially with regard to BCSF. Looking ahead, we believe the company is well positioned to drive attractive earnings for our shareholders, given our platform’s positioning and investment discipline in the core middle market, as well as stable credit performance.

We believe BCSF can maintain its regular 42% per share dividend in the current environment. While we expect to face earnings headwinds ahead from a lower rate environment and upcoming maturities of our lower cost unsecured notes, we believe there are several future growth levers for the company to help offset this, including higher earnings from select joint venture and ABL investments and other types of income as new M&A deal volumes increase. We also have healthy levels of spillover income totaling $1.29 per share, equal to over 3 times our regular dividend level. I’ll now turn the call over to Mike Boyle, our president, to walk through our investment portfolio in greater detail.

Mike Boyle, President, Bain Capital Specialty Finance: Thank you. Good morning, everyone. I’ll start with our investment activity for the fourth quarter and then provide an update in more detail on our portfolio. New investment fundings during the fourth quarter were $167.9 million into 93 portfolio companies, including $68 million into 11 new companies and $99.6 million into 82 existing companies. Sales and repayment activity totaled approximately $193.2 million, resulting in net sales and repayments of negative $25.3 million quarter-over-quarter. For the full year, investment fundings were $1.3 billion. Total sales and repayment activity for the year were $1.2 billion. As a result of this activity, the size of our portfolio is relatively stable year-over-year.

Our investment activity was split between new and existing portfolio companies, with new companies representing 41% of our total fundings versus 59% to existing companies. This quarter, we remained focused on investing in first lien senior secured loans, with 89% of our new investment fundings in first lien structures, 1% in subordinated debt, and 10% in preferred and common equity. New investments during the quarter continued to benefit from Bain Capital’s deep industry expertise. We favored defensive industries such as healthcare and pharmaceuticals, business services, and other more niche sectors, such as environmental industries and aerospace and defense. As Michael highlighted earlier, we continue to favor core middle market size companies, given attractive terms and structure, combined with a large market opportunity of high-quality borrowers, consistent deal flow, and more favorable competitive dynamics versus other market segments.

The median and weighted average EBITDA across our new companies during the quarter was approximately $31 million and $41 million, respectively. Turning to some more detail on the investment portfolio. At the end of the fourth quarter, the size of our portfolio at fair value was approximately $2.5 billion across a highly diversified set of 203 portfolio companies operating across 30 different industries. The average position size across our single-name portfolio companies is approximately 40 basis points. Our portfolio primarily consists of first lien senior secured loans, given our focus on downside management and investing at the top of capital structures.

As of December 31, 64% of the investment portfolio fair value was invested in first lien debt, 1% in second lien debt, 4% subordinated debt, 6% in preferred equity, 9% in equity and other interests, and 16% across our joint ventures, including 9% into the International Senior Loan Program and 7% into the Senior Loan Program, both of which have underlying investments in those joint ventures consisting of first lien loans. As of December 31, 2025, the weighted average yield on the investment portfolio at cost and fair value was 10.8% and 10.9%, respectively, as compared to 11.1% and 11.2%, respectively, as of September 30, 2025.

The decrease in yields was primarily driven by a decrease in reference rates across our portfolio, as 92% of our investments bear interest at a floating rate. Moving on to portfolio credit quality trends. Fundamentals across the portfolio have remained healthy. Median net leverage across our borrowers was 4.7x as of quarter end, consistent with the prior quarter. Median EBITDA was $44 million across the portfolio, versus $46 million as of the third quarter. Watch list investments have also remained stable quarter-over-quarter, as indicated by our internal risk rating scale. These investments include our risk rating 3 and 4 investments, which comprise 5% of our portfolio at fair value. Our portfolio companies within this category have remained relatively stable in recent quarters, and we have not seen a large migration of any new names onto our watch list.

Investments on non-accrual represented 1.5% and 0.8% of the total investment portfolio at amortized cost and fair value, respectively, as of December 31st, compared to 1.5% and 0.7%, respectively, as of September 30th. I’ll turn it over to Amit to provide a more detailed financial review.

Amit Joshi, Chief Financial Officer, Bain Capital Specialty Finance: Thank you, Mike, good morning, everyone. I’ll start the review of our fourth quarter result with our income statement. Total investment income was $68.2 million for the three months ended December 31, 2025, as compared to $67.2 million for the three months ended September 30, 2025. The decrease in investment income was primarily driven by the decrease in reference rate during the quarter, which reduced the interest income. The quality of our investment income continues to be high, as vast majority of our investment income is driven by contractual cash income across our investments. Interest income and dividend income represented 98% of our total investment income in Q4. PIK interest income represent 11% of our total investment income in Q4.

Notably, the vast majority of our PIK income is derived from investments that were underwritten with PIK, totaling 88% of our total PIK income. Only a small portion of our PIK income is related to amended or restructured investments. Total expenses before taxes for the fourth quarter were $37.7 million, as compared to $37.2 million for the third quarter. The increase in expenses was driven by higher incentive fee, resulting from our 3-year look back on our incentive fee hurdle rate, partially offset by lower interest and debt fee expenses. Net investment income for the quarter was $29.7 million, or $0.46 per share, as compared to $29.2 million, or $0.45 per share for the prior quarter. Net investment income for the full year 2025 was $1.88 per share.

During the 3 months ended December 31st, 2025, the company had a net unrealized and realized losses of $1.9 million. Net income for the 3 months ended December 31st, 2025, was $27.8 million, or $0.43 per share. Moving to our balance sheet. As of December 31st, our investment portfolio at fair value totaled $2.5 billion and total assets of $2.7 billion. Total net assets were $1.1 billion as of December 31st, 2025. Our net assets value were per share was $17.23 as of December 31st, 2025, down $0.17 per share from prior quarter, when it was $17.40 per share. This decrease was primarily due to one-time special dividend from excess spillover income earned in the prior period.

During the quarter, our board of directors declared a $0.15 per share special dividend payable to the record holder as of December 31st, 2025, plus an additional $0.03 per share special Q4 dividend that was previously announced. Excluding the impact of these special distributions, which totaled around $0.18 per share, our NAV change quarter-over-quarter was relatively stable. As of December 31st, approximately 59% of our outstanding debt was in floating rate debt, and 41% was in fixed-rate debt. Subsequent to year-end, we issued $350 million in aggregate principal of 5.95% notes due in 2031. Our liability management effort remained disciplined.

By conducting an unsecured issuance last year and another issuance this year in Q1 2026, we have pre-funded and mitigated our upcoming maturities in 2026, while simultaneously extending debt maturity and preserving financial flexibility. For the three months ended December 31st, 2025, the weighted average interest rate on our debt outstanding was 4.6%, as compared to 4.8% as of the prior quarter end. The weighted average maturity across our debt commitment was approximately 3.6 years at December 31st, 2025. At the end of Q4, our debt-to-equity ratio was 1.32 times, as compared to 1.33 times from the end of Q3.

Our net leverage ratio, which is resident principal debt outstanding, less cash and unsettled trade, was 1.24 times at the end of Q4, as compared to 1.23 times at the end of Q3. Liquidity at quarter end was strong, totaling $690 million, including $604 million of undrawn capacity on our revolver credit facility. $58.9 million of cash and cash equivalents, including $32.7 million of restricted cash and $26.7 million of unsettled trade, net of receivables and payables of investments. With that, I turn the call back over to Michael Ewald for closing remarks.

Michael Ewald, Chief Executive Officer, Bain Capital Specialty Finance: Thanks, Amit. In closing, we are pleased to deliver another quarter and solid year of attractive net investment income and healthy credit fundamentals across our middle-market borrowers. Bain Capital Credit brings over 25 years of experience investing in the middle market and has demonstrated solid credit quality with low losses and non-accrual rates since our inception. We remain committed to delivering value for our shareholders by providing attractive returns on equity and prudently managing our shareholders’ capital. Nikki, please open the line for questions.

Nikki, Conference Call Operator: Thank you. If you would like to ask a question, press star one on your keypad. To leave the queue at any time, press star two. Once again, that is star and one to ask a question. We will pause for just a moment to allow everyone a chance to join the queue. Once again, if you would like to ask a question, please press star one on your keypad now. We’ll pause for another moment.

Michael Ewald, Chief Executive Officer, Bain Capital Specialty Finance: Great. Well, it looks like there aren’t any questions on this call. We thanks, everyone, for your time and attention. We’ll look forward to speaking with you all again soon. Thanks.

Nikki, Conference Call Operator: Thank you. This brings us to the end of today’s meeting. We appreciate your time and participation. You may now disconnect.