New Mountain Guardian IV BDC L.L.C. 8-KEntry into a Material Definitive Agreement

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): December 3, 2024

New Mountain Guardian IV BDC, L.L.C.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (212) 720-0300

None

(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):

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

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).

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. ☐

On December 3, 2024, New Mountain Guardian IV BDC, L.L.C. (the “Company”) and State Street Bank Trust Company (“State Street”) entered into an amended and restated custody agreement (the “SSB Custody Agreement”), pursuant to which State Street was appointed to serve as the Company’s custodian to hold securities, loans, cash, and other assets on behalf of the Company. Either party may terminate the SSB Custody Agreement at any time upon sixty (60) days’ prior written notice.

The foregoing description of the SSB Custody Agreement is qualified in its entirety by reference to a copy of such agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024.

On December 6, 2024, the Company delivered a capital drawdown notice to its investors relating to the sale of 14,494,752 of the Company’s units (the “Units”) for an aggregate offering price of $144,947,520. No underwriting discounts or commissions have been or will be paid in connection with the sale of the Units. The sale of the Units is expected to close on December 20, 2024.

The sale of the Units described herein was and will be made pursuant to subscription agreements entered into between the Company and its investors. Under the terms of the subscription agreements, each investor is required to fund drawdowns to purchase the Units up to the amount of its capital commitment on an as-needed basis with a minimum of 10 business days’ prior notice to investors for subsequent Drawdown Purchases and two business days’ prior notice to investors for initial Drawdown Purchases.

The issuance and sale of the Units are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

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.