🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Crescent Capital BDC, Inc. (FCRX). Think of it as the official "meeting agenda and voter guide" for the company's upcoming annual shareholder meeting. It explains what shareholders will vote on, provides background on the people involved, and discloses key governance and financial details. The meeting will be virtual on May 15, 2026.

🏢 What The Company Does

👉 In simple terms, Crescent Capital BDC is a "Business Development Company" (BDC). It's like a specialized bank that lends money to and invests in mid-sized companies. It's required by law to pass most of its investment income directly to shareholders as dividends. It's managed by an external advisor, Crescent Cap Advisors, LLC.

🗳️ What Shareholders Are Voting On

The core purpose of this meeting is to vote on two key proposals:

1. Proposal 1: Elect two directors. Shareholders will re-elect Susan Yun Lee and Michael S. Segal to the board for three-year terms.
2. Proposal 2: Ratify the auditor. Shareholders will confirm the selection of Ernst & Young LLP (E&Y) as the company's independent accounting firm for 2026.

👉 The Board recommends voting "FOR" both proposals.

👥 Meet the Board & Leadership

The board is split into three classes with staggered terms. Here’s the current lineup:

• Class II (Up for Re-election): Susan Yun Lee (CIO of a foundation), Michael S. Segal (Foundation President).
• Class III (Not up): Steven F. Strandberg (Real Estate Partner), Elizabeth Ko (Managing Director at Crescent - this makes her an "Interested Director").
• Class I (Not up): Kathleen S. Briscoe (Real Estate Partner), George G. Strong, Jr. (Retired PwC Partner, Audit Chair).

Executive Team: Jason Breaux (CEO), Henry Chung (President), Gerhard Lombard (CFO), George P. Hawley (Secretary/General Counsel), and others.

📦 Who Owns the Company? (Security Ownership)

As of the March 18, 2026 record date, there were 36,969,285 shares outstanding.

• Top Shareholders (5%+ owners):
  • Texas County & District Retirement System: 5,001,752 shares (13.53%)
  • Blackstone ISG-I Advisors LLC: 4,205,307 shares (11.38%)
  • Sun Life Entities: 2,226,308 shares (6.02%)
• Directors & Officers as a group: Own 454,969 shares (1.23%).

⚙️ How the Company is Governed

• Committees: The Board has three key committees, all chaired by Independent Directors:
  • Audit Committee (Chair: George G. Strong, Jr. - deemed an "audit committee financial expert").
  • Nominating & Corporate Governance Committee (Chair: Michael S. Segal).
  • Compensation Committee (Chair: Steven F. Strandberg).
• Board Meetings: The Board met 4 times in 2025. All directors attended at least 75% of meetings.
• Risk Oversight: The Board oversees major risks, especially those related to investments and compliance. They receive regular reports and meet with compliance and investment staff.

💰 How the Managers are Paid (Advisory Fees)

The company pays its external advisor, Crescent Cap Advisors, LLC, for managing its investments. The fee structure is key for investors:

1. Base Management Fee: 1.25% of gross assets (excluding cash), paid quarterly. For 2025, this was $20.3 million (with $0.1M waived).
2. Incentive Fee:
   • Income Part: 17.5% of net investment income above a 7% annual hurdle. For 2025, this was $14.2 million (with $0.1M waived).
   • Capital Gains Part: 17.5% of cumulative net realized capital gains. For 2025, $0 was accrued for unrealized gains.

👉 These fees are a major expense for the company and directly impact shareholder returns.

📄 Other Important Agreements

• Administration Agreement: The company pays an administrator (CCAP Administration LLC) for back-office services. 2025 cost: $1.4 million.
• Potential Conflicts: The advisor and its affiliates manage other funds. The company has SEC permission ("exemptive relief") to co-invest with these funds, provided the board approves the terms are fair.

📅 Key Logistics for the Annual Meeting

• Date & Time: Friday, May 15, 2026, at 10:00 a.m. Pacific Time.
• Format: 100% Virtual via live webcast at www.virtualshareholdermeeting.com/CCAP2026.
• How to Attend/Vote: You need your 16-digit control number from your proxy materials to vote or ask questions. You can also vote by mail in advance.
• Record Date: You must have owned shares by March 18, 2026, to vote.

🧠 The Analogy

Think of this proxy statement as the "owner's manual and annual report card" for your stake in a lending business. It tells you who's on the board (the board of managers), who the big partners are (major shareholders), how the managers are paid (advisory fees), and gives you specific items to vote on to steer the company's direction for the next year.

📇 Key Contacts & People

• Investor Relations: Daniel McMahon, [email protected]
• Secretary (for board communications): George P. Hawley
• Chief Executive Officer: Jason Breaux
• Corporate Address: 11100 Santa Monica Blvd., Suite 2000, Los Angeles, California 90025, (310) 235-5900

🧩 Final Takeaway

As a shareholder of this BDC, your primary tasks this season are to vote FOR the re-election of two experienced directors and FOR the ratification of the auditor. Pay close attention to the fee structure outlined in the proxy, as these costs directly affect your dividend income. Remember to cast your vote—either by mail or online at the virtual meeting on May 15.