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): ~~June~~August 13, 2025

Kayne DL 2021, Inc.

(Exact name of registrant as specified in its charter)

Delaware		814-01393		86-2440860
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

717 Texas Avenue, Suite 2200, Houston, TX		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 1 (713) 493-2020

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 Instruction 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 Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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

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 53.~~07.~~02 ~~Submission~~Unregistered ofSales ~~Matters to Vote~~ of ~~Security~~Equity ~~Holders~~Securities.

On ~~June~~August 13, 2025, Kayne DL 2021, Inc. (the “Company”) ~~held~~sold ~~its~~4,754 ~~2025~~shares ~~Annual~~of ~~Meeting~~its ofcommon ~~Stockholders~~stock (~~the~~ “~~Annual~~Common ~~Meeting~~Stock”). Asfor a total aggregate offering price of ~~April~~$25.0 3,million. ~~2025,~~The ~~the~~Company has ~~record~~entered ~~date~~into subscription agreements with investors for ~~the~~an ~~Annual~~aggregate ~~Meeting, there~~capital ~~were~~commitment ~~56,769~~of $353.5 million to purchase shares of common stock. ~~outstanding,~~No ~~each~~underwriting ofdiscounts ~~which~~or iscommissions ~~entitled~~have tobeen ~~cast~~or ~~one~~will ~~vote.~~be Apaid ~~total~~in connection with the sale of ~~56,769~~such shares of ~~common~~Common ~~stock~~Stock. The sale of Common Stock is being made pursuant to subscription agreements entered into by the Company ~~were~~and ~~represented~~its bystockholders. ~~proxy~~Under atthe terms of the ~~Annual~~subscription ~~Meeting~~agreements, ~~constituting~~stockholders aare ~~quorum.~~required Ato ~~summary~~fund drawdowns to purchase shares of Common Stock up to the ~~matters~~amount of ~~voted~~their ~~upon~~respective bycapital ~~the~~commitments ~~Company~~on an as-needed basis with a minimum of ten business days’~~s stockholders~~ isprior ~~set~~notice ~~forth~~to ~~below~~stockholders.

~~Each~~This ~~proposal~~issuance ~~was~~of ~~approved~~the byCommon Stock is exempt from the ~~Company’s~~registration requirements of the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the stockholders byin the ~~requisite~~subscription ~~vote~~agreements that each stockholder was an accredited investor as defined in Regulation D under the Securities Act.

~~Proposal~~ 1~~. To elect the following individual as director for a term of three years (until the 2028 Annual Meeting of Stockholders) and until a successor is duly elected and qualified.~~

~~The following votes were taken in connection with this proposal:~~SIGNATURE

Director Nominee

For

Against

Abstain

Broker Non-Votes

George E. Marucci, Jr.

56,769

–

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.

Proposal 2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

	KAYNE DL 2021, INC.

Date: August 14, 2025	By:	/s/ Terry A. Hart
	Name:	Terry A. Hart
	Title:	Chief Financial Officer and Treasurer

~~The following votes were taken in connection with this proposal:~~2

For

Against

Abstain

Broker Non-Votes

56,769

–

SIGNATURE

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.

	KAYNE DL 2021, INC.
Date: June 16, 2025	By:	/s/ Terry A. Hart
	Name:	Terry A. Hart
	Title:	Chief Financial Officer and Treasurer

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