📜 What This Document Is 🗓️

This document is a Definitive Proxy Statement (DEF 14A), which is a formal filing required by the U.S. Securities and Exchange Commission (SEC). Think of this as the official rule book for the annual meeting of stockholders. It tells shareholders exactly what decisions they will be asked to vote on and provides detailed information about the company's governance structure, who the executives are, and how management handles potential conflicts of interest.

👉 What you should expect: Your primary actions are to understand the proposals (electing directors and ratifying the auditor) and to decide how and when you will cast your vote.

🏢 What The Company Does 🏗️

Bain Capital Specialty Finance, Inc. (BCSF) is a closed-end management investment company that has elected to be treated as a Business Development Company (BDC). In simple terms, BCSF's core business involves managing and investing capital, primarily through its affiliated advisor, BCSF Advisors, LP.

👉 How they make money: The company charges fees for its investment advisory services to clients and funds. The "Advisor" manages the day-to-day operations and investing activities, receiving a fee structure that includes both a base management fee and an incentive fee.

🗓️ Annual Meeting Logistics and Voting 🗳️

BCSF is inviting its stockholders to attend the 2026 Annual Meeting of Stockholders, which is scheduled for Thursday, May 21, 2026, at 2:30 p.m. Eastern Time. The entire meeting will be virtual, accessible via a live webcast.

👉 How to vote: Stockholders must register to attend via www.proxydocs.com/BCSF to receive a unique link. Importantly, voters can cast their proxy vote before the meeting via the proxy card, telephone, or Internet, which is encouraged regardless of whether they plan to attend the live webcast.

🏛️ Corporate Governance & Structure 🌐

Corporate governance dictates the rules and structure by which a company is run. The Board of Directors is the highest decision-making body, and BCSF has an established governance structure to ensure oversight.

• Board Composition: The Board currently consists of eight members. Five are classified as Independent Directors (Amy Butte, David G. Fubini, Thomas A. Hough, Jay Margolis, and Clare S. Richer).
• Leadership Status: Jeffrey B. Hawkins, a Director, serves as the Chairman of the Board. While he is an “interested person” due to his ties with the Advisor and Bain Capital Credit, the Board believes his history with Bain Capital Credit gives him unique knowledge that is beneficial for strategy and execution.
• Key Committees: The Board relies on three standing committees, all comprised entirely of Independent Directors: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee.
  • Why this matters: These committees act as internal watchdogs. For example, the Audit Committee is responsible for overseeing the company’s independent accounting firm, ensuring the books are kept accurate.

🗳️ Proposal 1: Electing Directors 🧑‍💼

The primary purpose of the meeting is to vote on the election of three Class I Directors who will serve for a three-year term, expiring at the Company’s 2029 annual meeting. The Board, including every Independent Director, unanimously recommends voting "FOR" this proposal.

👉 Who is running: The nominees are Amy Butte, Thomas A. Hough, and Clare S. Richer. The other current Directors (Jay Margolis, Michael A. Ewald, Michael J. Boyle, and David G. Fubini) will retain their seats for the remaining term.

• Candidate Experience: The filing details the extensive experience of these directors, covering fields from high finance (e.g., Amy Butte’s time at the NYSE) to private credit and various industries. The Board states that the collective experience of the directors ensures the ability to "critically review, evaluate and discuss information."

🔍 Proposal 2: Ratifying the Independent Auditor 📈

The second proposal asks stockholders to ratify the selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

👉 Board Recommendation: The Audit Committee and the Board unanimously recommend voting "FOR" this ratification.

• Fee Transparency: The filing provides historical audit fee data to show stability and scale:
  • Aggregate audit fees for 2025 were $1,016,940, compared to $1,016,940 in 2024.
  • Audit-related fees were $90,000 in 2025, compared to $45,000 in 2024.
  • Tax fees were $133,085 in 2025, compared to $114,285 in 2024.

💼 Executive Compensation and Payments 💰

The compensation structure details how key personnel and directors are paid, which is a major focus of corporate governance.

• Officers' Pay: The company currently does not employ any staff, and none of the officers receive direct compensation from the Company. Their main costs are reimbursement for the Advisor (the administrator), which includes rent and fees for the Chief Compliance Officer and Chief Financial Officer staffs.
• Director Pay: Independent Directors receive an annual fee of $130,000. They also receive small per-meeting stipends (e.g., $2,500 for a regular Board meeting).
• Fund Complex Compensation: For the fiscal year ended December 31, 2025, the compensation reported under the "Fund Complex" (which includes the Company and Bain Capital Private Credit) for Independent Directors was substantial, with Amy Butte, David G. Fubini, Jay Margolis, and Clare S. Richer each receiving $231,000.
  • Why this matters: Note that interested directors (Michael A. Ewald, Jeffrey B. Hawkins, and Michael J. Boyle) received no compensation from the Company for their service as Directors, reflecting a separation of roles.

🤝 Relationships with the Advisor (The "Interested Person" Disclosure) 🧩

The proxy statement includes extensive disclosures regarding the relationship between BCSF and BCSF Advisors, LP ("the Advisor"), which is the investment advisor. This addresses potential conflicts of interest.

• Resource Sharing: The Advisor has a Resource Sharing Agreement with Bain Capital Credit, allowing the Advisor access to experienced investment professionals from Bain Capital Credit.
• Fees: BCSF paid $55.3 million in aggregate advisory fees for the year ended December 31, 2025. The Company also paid $2.3 million for the Administrator and $0.6 million for the sub-administrator.
• Co-Investment Relief: The filing notes that the Company, the Advisor, and its affiliates have been granted "exemptive relief" from the SEC. This allows them flexibility to co-invest with Bain Capital Credit clients in the same portfolio companies, which provides greater investment opportunities but requires careful compliance with regulatory rules.

👥 Key Personnel Bios and Roles 🧑‍💻

The document provides detailed biographies for all officers and directors, establishing their professional credibility.

• Chief Executive Officer (CEO): Michael Ewald (Age 53). He is a Partner and the Global Head of the Private Credit Group at Bain Capital Credit.
• President: Michael J. Boyle (Age 41). He is a Partner and Portfolio Manager for the Global Direct Lending fund strategy of Bain Capital Credit.
• CFO: Amit Joshi (Age 43). He is a Senior Vice President for Bain Capital Credit.
• General Counsel: Sabrina Rusnak-Carlson (Age 46). She was previously a Partner at Proskauer Rose LLP.
• Administrative Headquarters: The principal executive offices for the Company and the Advisor are located at 200 Clarendon Street, 37th Floor, Boston, MA 02116.

⚖️ Ethical and Ownership Rules 📜

These sections detail the internal policies to protect the company and its stockholders.

• Codes of Ethics & Insider Trading: Both the Company and the Advisor have adopted strict codes of ethics. Any "Covered Personnel" (directors, managers, officers, and employees) must have any purchases or sales of Company securities cleared by the Chief Compliance Officer before executing the trade. Short-selling and margining of Company securities are prohibited.
• Stock Ownership: The record date for voting was fixed as April 10, 2026. As of this date, the company had 64,868,506.64 shares of Common Stock outstanding.
  • The largest beneficial owner listed is Bain Capital Distressed and Special Situations 2016 (F), L.P., which holds 9,914,820.48 shares, representing 15.28% ownership.

🔑 Key Dates and Contact Info 📞

If you need further information or need to cast a vote, these contacts and dates are crucial.

• Annual Meeting Date: Thursday, May 21, 2026, at 2:30 p.m. Eastern Time.
• Record Date (for voting): April 10, 2026.
• Voting Instructions: Stockholders can vote via www.proxydocs.com/BCSF.
• Company Contact: The general corporate address is 200 Clarendon Street, 37th Floor, Boston, MA 02116. For questions regarding proxy materials, call 617-516-2350.

🧠 The Analogy — 🎬

Voting on a Proxy Statement is like voting for the management team of a large, complex restaurant. You are not deciding what the restaurant serves every day (the daily operations); instead, you are voting on the people who will manage the kitchen (the Directors) and the professional accountants who check the inventory and records (the Independent Auditor). Your vote helps keep the governance system stable, ensuring that the managers and accountants are trustworthy, experienced, and accountable to you, the owner/shareholder.

🧩 Final Takeaway — 🎯

BCSF's governance filings show a structured approach to corporate oversight, with the Board maintaining strict committees and policies to manage conflicts of interest. The primary message for shareholders is that their active participation at the May 21, 2026, meeting is vital to approve the continued leadership and required professional audits.