UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 27, 2024

~~GOLUB~~Golub ~~CAPITAL~~Capital BDC 3, ~~INC~~Inc.

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01244

82-2375481

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

__ 200 Park Avenue, 25th Floor, New York, NY 10166_ _

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 750-6060

____ ____

(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	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 ☑þ

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. ☑þ

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

On February 28, 2024, Golub Capital BDC 3, Inc. ~~(the~~will ~~“Company”)~~host ~~held~~a ~~its~~conference ~~annual~~call ~~meeting~~to ofdiscuss ~~stockholders~~its ~~(the~~financial ~~“Annual~~results ~~Meeting”).~~for Atits ~~the~~first ~~Annual~~fiscal ~~Meeting,~~quarter ~~the~~ended ~~Company’s~~December ~~stockholders~~31, ~~approved two proposals~~2023. In ~~The~~connection ~~issued~~therewith, ~~and~~Golub ~~outstanding~~Capital ~~shares~~BDC of3, ~~stock~~Inc. ofis ~~the~~providing ~~Company~~an ~~entitled~~earnings presentation to ~~vote~~its atshareholders ~~the Annual Meeting consisted~~ of ~~99,111,951~~record ~~shares~~as of ~~common~~December ~~stock outstanding on the record date~~31, ~~December 8,~~ 2023. ~~The~~A ~~final~~copy ~~voting~~of ~~results~~the ~~from~~earnings ~~the~~presentation ~~Annual~~is ~~Meeting~~attached ~~were~~hereto as ~~follows:~~Exhibit 99.1.

~~Proposal~~The 1information in Item 2.02 Toof ~~elect~~this ~~two~~Current ~~Class~~Report ~~II directors~~on Form 8-K, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the ~~Company~~Securities ~~who~~Exchange ~~will~~Act ~~each~~of ~~serve~~1934, ~~until~~as amended (the ~~2027~~“Exchange ~~annual~~Act”), ~~meeting~~or ofotherwise ~~stockholders~~subject to the liabilities of such Section. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the ~~Company~~Securities orAct ~~until~~of ~~his~~1933, as amended, or ~~her~~the ~~successor~~Exchange isAct, ~~duly~~except ~~elected~~as ~~and~~shall ~~qualified~~be expressly set forth by specific reference in such filing.

Name	Votes For	Votes Against	Abstain
John T. Baily	59,198,468	1,715,078	1,064,627
Kenneth F. Bernstein	59,206,807	1,715,078	1,056,288


Item 9.01.			Financial Statements and Exhibits.

~~Proposal~~(d) 2Exhibits. To99.1 ~~ratify~~Golub ~~the~~Capital ~~selection~~BDC of3, ~~Ernst~~Inc. &First ~~Young~~Quarter ~~LLP~~2024 toEarnings ~~serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2024.~~Presentation

Votes for			Votes Against			Abstain
60,058,013			900,584			1,019,576


						SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital BDC 3, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						GOLUB CAPITAL BDC 3, INC.
						Golub Capital BDC 3, Inc.
Date: February 6, 2024						By: /s/ Christopher C. Ericson
Date: February 7, 2024						By: /s/ Christopher C. Ericson
						Name: Christopher C. Ericson
						Title: Chief Financial Officer
						Chief Financial Officer

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