UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October 10~~November 6, 2025

BCP Investment Corporation

(Exact name of registrant as specified in its charter)

Delaware	814-00735	20-5951150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
650 Madison Avenue, 3rd Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

891-2880

650 Madison Avenue, 3rd Floor

New York, New York

10022

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code): (212) 891-2880

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

BCIC

The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

240.12b-2

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 12.~~01.~~02 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~Notes~~On ~~Offering~~November 6, 2025, BCP Investment Corporation (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Additionally, on November 7, 2025, the Company made available on its website, https://www.bcpinvestmentcorporation.com/home, a supplemental investor presentation with respect to the earnings release. A copy of the investor presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

N-The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

No. 333-283443),

In conjunction therewith, the Company and U.S. Bank Trust Company, National Association (the “Trustee”) entered into a Fourth Supplemental Indenture relating to the 2028 Notes (the “Fourth Supplemental Indenture”) and a Fifth Supplemental Indenture relating to the 2030 Notes (the “Fifth Supplemental Indenture”, and, together with the Fourth Supplemental Indenture, the “Supplemental Indentures”), which supplement that certain Base Indenture, dated as of October 10, 2012 (as may be further amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with the Supplemental Indentures, the “Indenture”).

The 2028 Notes will mature on October 15, 2028 and the 2030 Notes will mature on October 15, 2030. The 2028 Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time prior to July 15, 2028 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the Indenture and at par value on July 15, 2028 or thereafter and the 2030 Notes may be redeemed in whole or in part at the Company’s option at any time or from time to time prior to April 15, 2030 at par value plus a “make-whole” premium calculated in accordance with the terms under “optional redemption” in the Indenture and at par value on April 15, 2030 or thereafter.

pari passu

The Indenture contains certain covenants, including covenants requiring the Company to comply with the asset coverage requirements of Sections 18(a)(1)(A) and 18(a)(1)(B) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. Additionally, the Company has agreed to use its commercially reasonable efforts to maintain a rating of the Notes from a rating agency, as defined in the Indenture, as long as the Notes are outstanding. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a “change of control repurchase event,” as defined in the Indenture, the Company will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to the repurchase date. Also, on the occurrence of an “Interest Rate Adjustment Event,” as defined in the Indenture, the Notes will bear interest at a fixed rate per annum which is 0.75% in excess of the initial rate of the Notes, as applicable, from the date of the occurrence of the Interest Rate Adjustment Event to and until the date on which the Interest Rate Adjustment Event is no longer continuing.

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement and Indenture, filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

8-K

Item 8.01. Other Events.

On October 14, 2025, the Company notified the Trustee of the Company’s election to redeem the $108.0 million aggregate principal amount of the 2026 Notes outstanding, and instructed the Trustee to provide notice of such redemption to the holders of the 2026 Notes in accordance with the terms of the indenture governing the 2026 Notes. The Company expects the redemption to be completed on November 13, 2025.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.:

ExhibitNumber		Exhibit
Exhibit Number		Description
4.1		Fourth Supplemental Indenture, dated as of October 15, 2025, relating to the 7.50% Notes due 2028, by and between the Company and U.S. Bank Trust Company, National Association, as trustee.
99.1		Press Release, dated November 6, 2025
4.2		Fifth Supplemental Indenture, dated as of October 15, 2025, relating to the 7.75% Notes due 2030, by and between the Company and U.S. Bank Trust Company, National Association, as trustee.
99.2		Investor Presentation, dated November 7, 2025
4.3		Form of 7.50% Notes due 2028. (Incorporated by reference to Exhibit 4.1 hereto.)
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)
4.4		Form of 7.75% Notes due 2030. (Incorporated by reference to Exhibit 4.2 hereto.)
5.1		Opinion of Dechert LLP, dated October 10, 2025.
10.1		Note Purchase Agreement, dated October 10, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BCP INVESTMENT CORPORATION

By:		/s/ Brandon Satoren
Name:		Brandon Satoren
Title:		Chief Financial Officer

Date: ~~October~~November 157, 2025

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