psec-20260210
00012870320001287032FALSE00012870322026-02-102026-02-100001287032us-gaap:CommonStockMember2026-02-102026-02-100001287032psec:A535SeriesAFixedRateCumulativePerpetualPreferredStockMember2026-02-102026-02-10


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): February 10, 2026

Prospect Capital Corporation
(Exact name of registrant as specified in its charter)

Maryland814-0065943-2048643
(State or other jurisdiction(Commission File Number)(IRS Employer
of incorporation)Identification No.)

10 East 40th Street, New York, New York 10016
(Address of principal executive offices, including zip code)

(212) 448-0702

(Registrant’s telephone number, including area code)

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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading symbolName of each exchange on which registered
Common Stock, $0.001 par valuePSECNASDAQ Global Select Market
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001PSEC PRANew York Stock Exchange


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 o

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. o





Item 1.01.   Entry into a Material Definitive Agreement.

On February 10, 2026, Prospect Capital Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Dealer Manager Agreement, dated February 25, 2021, with Preferred Capital Securities, LLC (the “Dealer Manager”) (the “Dealer Manager Agreement”), pursuant to which the Dealer Manager has agreed to serve as the Company’s agent and dealer manager for the Company’s offering of up to 90,000,000 shares, par value $0.001 per share, of preferred stock (the “Preferred Stock”), including any combination of its 5.50% Series A1 Preferred Stock, 5.50% Series M1 Preferred Stock, 5.50% Series M2 Preferred Stock, 6.50% Series A3 Preferred Stock, 6.50% Series M3 Preferred Stock, Floating Rate Series A4 Preferred Stock, Floating Rate Series M4 Preferred Stock, 7.50% Series A5 Preferred Stock and 7.50% Series M5 Preferred Stock, each with a liquidation preference of $25.00 per share. Pursuant to the terms of the Dealer Manager Agreement, as amended by the Amendment, the size of the offering was increased from $2,250,000,000 in aggregate liquidation preference of Preferred Stock to $2,646,457,550 in aggregate liquidation preference of Preferred Stock. The Company is no longer offering the 5.50% Series A1 Preferred Stock, 5.50% Series M1 Preferred Stock, 5.50% Series M2 Preferred Stock, 6.50% Series A3 Preferred Stock, 6.50% Series M3 Preferred Stock, Floating Rate Series A4 Preferred Stock and Floating Rate Series M4 Preferred Stock. However, the Company may offer any future series of Preferred Stock, provided that the aggregate number of shares issued across all series of Preferred Stock offered pursuant to the Dealer Manager Agreement, as amended by the Amendment, shall not exceed 105,858,302 shares.

The Preferred Stock is registered with the Securities and Exchange Commission pursuant to an automatic shelf registration statement on Form N-2 (File No. 333-293349) under the Securities Act of 1933, as amended (the “Registration Statement”), and the 7.50% Series A5 Preferred Stock and 7.50% Series M5 Preferred Stock will be offered and sold pursuant to a prospectus supplement dated February 10, 2026, and a base prospectus dated February 10, 2026, relating to the Registration Statement (collectively, the “Prospectus”).

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Venable LLP, special Maryland counsel to the Company, has issued a legal opinion relating to the validity of the shares of Preferred Stock, a copy of which is attached to this Form 8-K as Exhibit 5.1.


3



 
 


Item 9.01. Financial Statements and Exhibits
(d) Exhibits

1.1    Amendment No. 7 to Amended and Restated Dealer Manager Agreement, dated as of February 10, 2026, by and between the Company and Preferred Capital Securities, LLC
5.1    Opinion of Venable LLP

4



 
 



SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Prospect Capital Corporation


By:     /s/ M. Grier Eliasek
Name: M. Grier Eliasek
Title: Chief Operating Officer
Date: February 10, 2026

5



 
 


Index to Exhibits
Exhibit
Number		Description


6



 
 


[LETTERHEAD OF VENABLE LLP]

February 10, 2026


Prospect Capital Corporation
10 East 40th Street, 44th Floor
New York, New York 10016

Re:    Registration Statement on Form N-2

Ladies and Gentlemen:
    
We have served as Maryland counsel to Prospect Capital Corporation, a Maryland corporation (the “Company”) and a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with certain matters of Maryland law arising out of the issuance of up to 30,000,000 shares of preferred stock, par value $0.001 per share, of the Company, classified and designated as Preferred Stock, Series A5 and Series M5 (collectively, the “Shares”), covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof. The Shares are to be issued in a public offering (the “Offering”) pursuant to the Prospectus Supplement (as defined herein).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
1.    The Registration Statement;
2.    The Prospectus, dated February 10, 2026, as supplemented by a Prospectus Supplement, dated February 10, 2026 (the “Prospectus Supplement”), filed by the Company with the Commission pursuant to Rule 424(b) under the 1933 Act;
3.    The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4.    The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5.    A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;


6.    Resolutions adopted by the Board of Directors of the Company (the “Resolutions”), relating to, among other matters, the sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;
7.    A certificate executed by an officer of the Company, dated as of the date hereof; and
8.    Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1.    Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2.    Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3.    Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4.    All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1.    The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2.    The issuance of the Shares has been duly authorized and, when issued and delivered by the Company pursuant to the Registration Statement, the Prospectus Supplement and the Resolutions against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning the laws of any other jurisdiction. We express no


opinion as to the 1940 Act, or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
                            /s/ Venable LLP


PROSPECT CAPITAL CORPORATION
AMENDMENT NO. 7
TO
AMENDED AND RESTATED DEALER MANAGER AGREEMENT

This amendment (this “Amendment No. 7”) to the Amended and Restated Dealer Manager Agreement (the “A&R Dealer Manager Agreement”) dated as of February 25, 2021 is by and between Prospect Capital Corporation, a corporation organized under the laws of Maryland (the “Company”), and Preferred Capital Securities, LLC, a Georgia limited liability company (the “Dealer Manager”), and shall be effective as of the date hereof (the “Effective Date”).
The Company and the Dealer Manager wish to amend the A&R Dealer Manager Agreement as follows.
1.The first paragraph located on first page of the A&R Dealer Manager Agreement, directly under the salutation “Ladies and Gentlemen:”, is hereby deleted and replaced in its entirety with the following:
Prospect Capital Corporation, a corporation organized under the laws of Maryland (the “Company”), proposes to offer up to 105,858,302 shares, par value $0.001 per share, of preferred stock, with a $2,646,457,550 aggregate liquidation preference (the “Preferred Stock”). The Preferred Stock will be issued in multiple series, including the 5.50% Series Al Preferred Stock (“Series Al Preferred Stock”), the 5.50% Series M1 Preferred Stock (“Series M1 Preferred Stock”), the 5.50% Series M2 Preferred Stock (“Series M2 Preferred Stock”), the 6.50% Series A3 Preferred Stock (“Series A3 Preferred Stock”), the 6.50% Series M3 Preferred Stock (“Series M3 Preferred Stock”), the floating rate Series A4 Preferred Stock (“Series A4 Preferred Stock”), the floating rate Series M4 Preferred Stock (“Series M4 Preferred Stock”), the 7.50% Series A5 Preferred Stock (the “Series A5 Preferred Stock”) and the 7.50% Series M5 Preferred Stock (the “Series M5 Preferred Stock”), and the Company may offer any future series of Preferred Stock, provided that the aggregate number of shares issued across all series of Preferred Stock offered pursuant to this Dealer Manager Agreement (this “Agreement”) shall not exceed 105,858,302 shares (the “Offering”). Each share of Preferred Stock will be sold at a public offering price of $25.00 per share (the “Stated Value”). The minimum investment amount is $5,000, but purchases of less than $5,000 may be permitted by the Company in the Company’s sole discretion.
2.Section 3(i) of the A&R Dealer Manager Agreement is hereby deleted and replaced in in its entirety with the following:


(i) Notwithstanding anything to the contrary in this Agreement, including this Section 3, it is expressly acknowledged and agreed between the Company and the Dealer Manager that the Company is permitted to sell up to $440,040,000 in aggregate liquidation preference of Preferred Stock in the Offering directly to investors in negotiated transactions in which neither the Dealer Manager nor any other entity is acting as an underwriter, dealer or agent. Accordingly, the Dealer Manager shall not receive any dealer manager fee or selling commission in connection with the Company’s direct sale of shares of Preferred Stock to an investor. The Dealer Manager shall not have any obligations or liabilities under this Agreement with respect to any such direct sales of shares of Preferred Stock by the Company to investors and, for the avoidance of doubt, Section 7 of this Agreement shall apply to the Company’s direct sale of shares of Preferred Stock. The gross proceeds the Company receives from any such direct sales will not be included in the gross proceeds from the sale of the Preferred Stock for purposes of calculating FINRA’s 10% cap.
3.Section 9(i) of the A&R Dealer Manager Agreement is hereby deleted and replaced in in its entirety with the following:
9.    Termination of this Agreement.
i.    Term; Expiration.
1.This Agreement shall automatically terminate at the first occurrence of any of the following events: (A) the settlement of the sale of all 105,858,302 shares of Preferred Stock that are the subject of the Offering or the termination date of the Offering or (B) the date the Dealer Manager’s license or registration to act as a broker-dealer is revoked or suspended by any federal, self-regulatory or state agency and such revocation or suspension is not cured within ten (10) days from the date of such occurrence (and this Agreement shall be deemed to be suspended during such revocation or suspension period).
2.This Agreement may be terminated by either party upon 60 calendar days’ written notice to the other party.
4.Section 10(ii) of the A&R Dealer Manager Agreement is hereby deleted and replaced in in its entirety with the following:
ii.    Notices. All notices or other communications required or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be deemed given or delivered: (i) when delivered personally or by commercial messenger; (ii) one business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery; (iii) when transmitted, if sent by facsimile copy, provided
2


confirmation of receipt is received by sender and such notice is sent by an additional method provided hereunder; in each case above provided such communication is addressed to the intended recipient thereof as set forth below:
If to the Company:
Prospect Capital Corporation
10 East 40th Street, 42nd Floor
New York, New York 10016
Attention: Russell Wininger
Ben Guillon
with a copy to:
Simpson Thacher & Bartlett LLP
855 Boylston Street, 9th Floor
Boston, Massachusetts 02116
Attention: Kenneth Burdon
If to the Dealer Manager:
Preferred Capital Securities, LLC
3290 Northside Parkway NW
Atlanta, Georgia 30327
Attention: Eric Graber
with a copy to:
Baker & McKenzie LLP
300 East Randolph Street, Suite 5000
Chicago, Illinois 60601
Attention: James Linhardt
Any party may change its address specified above by giving each party notice of such change in accordance with this Section 10(b).
5.The first paragraph located on the first page, directly under the salutation “Ladies and Gentlemen:”, of Exhibit A – Form of Financial Intermediary Agreement is hereby deleted and replaced in its entirety with the following:
Preferred Capital Securities, LLC (the “Dealer Manager”) entered into an amended and restated dealer manager agreement, dated February 25, 2021 (the “Dealer Manager Agreement”), with Prospect Capital Corporation, a Maryland corporation (the “Company”), under which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) for up to 105,858,302 shares, par value $0.001 per share, of preferred stock, with a $2,646,457,550 aggregate liquidation preference (the
2


“Preferred Stock”). The Preferred Stock will be issued in multiple series, including the 5.50% Series Al Preferred Stock (“Series Al Preferred Stock”), the 5.50% Series Ml Preferred Stock (“Series M1 Preferred Stock”), the 5.50% Series M2 Preferred Stock (“Series M2 Preferred Stock”), the 6.50% Series A3 Preferred Stock (“Series A3 Preferred Stock”), the 6.50% Series M3 Preferred Stock (“Series M3 Preferred Stock”), the floating rate Series A4 Preferred Stock (the “Series A4 Preferred Stock”), the floating rate Series M4 Preferred Stock (the “Series M4 Preferred Stock”), the 7.50% Series A5 Preferred Stock (the “Series A5 Preferred Stock”) and the 7.50% Series M5 Preferred Stock (the “Series M5 Preferred Stock”) and the Company may offer any future series of Preferred Stock, provided that the aggregate number of shares issued across all series of Preferred Stock shall not exceed 105,858,302 shares (the “Offering”). Each share of Preferred Stock will be sold at a public offering price of $25.00 per share (the “Stated Value”). The minimum investment amount is $5,000, but purchases of less than $5,000 may be permitted by the Company in the Company’s sole discretion. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
6.Section 17(d) of Exhibit A – Form of Financial Intermediary Agreement is hereby deleted and replaced in its entirety with the following:
(d)    Communications. Any communications from Financial Intermediary should be in writing addressed to the Dealer Manager at:
Preferred Capital Securities, LLC
3290 Northside Parkway NW
Atlanta, Georgia 30327
Attention: Ms. Orit Small
with a copy to:
Baker & McKenzie LLP
300 East Randolph Street, Suite 5000
Chicago, Illinois 60601
Attention: James Linhardt
Any notice from the Dealer Manager to Financial Intermediary shall be deemed to have been duly given if mailed, communicated by electronic delivery or facsimile or delivered by overnight courier to Financial Intermediary at Financial Intermediary’s address shown below.
7.The second paragraph located on the first page of Exhibit B – Form of Selected Investment Adviser Agreement is hereby deleted and replaced in its entirety with the following:
2


WHEREAS, the Dealer Manager entered into an amended and restated dealer manager agreement, dated February 25, 2021, with Prospect Capital Corporation (the “Company”), a Maryland Corporation (the “Dealer Manager Agreement”), under which the Dealer Manager agreed to act as the agent, principal distributor and exclusive dealer manager for an offering by the Company of up to 105,858,302 shares, par value $0.001 per share, of preferred stock, with a $2,646,457,550 aggregate liquidation preference (the “Preferred Stock”). The Preferred Stock will be issued in multiple series, including the 5.50% Series Al Preferred Stock (“Series Al Preferred Stock”), the 5.50% Series Ml Preferred Stock (“Series Ml Preferred Stock”), the 5.50% Series M2 Preferred Stock (“Series M2 Preferred Stock”), the 6.50% Series A3 Preferred Stock (“Series A3 Preferred Stock”), the 6.50% Series M3 Preferred Stock (“Series M3 Preferred Stock”), the floating rate Series A4 Preferred Stock (the “Series A4 Preferred Stock”), the floating rate Series M4 Preferred Stock (the “Series M4 Preferred Stock”), the 7.50% Series A5 Preferred Stock (the “Series A5 Preferred Stock”) and the 7.50% Series M5 Preferred Stock (the “Series M5 Preferred Stock”, and together with Series Ml Preferred Stock, the Series M2 Preferred Stock, the Series M3 Preferred Stock and the Series M4 Preferred Stock, “Series M Preferred Stock”), and the Company may offer any future series of Preferred Stock, provided that the aggregate number of shares issued across all series of Preferred Stock shall not exceed 105,858,302 shares (the “Offering”). Each share of Preferred Stock will be sold at a public offering price of $25.00 per share. The minimum investment amount is $5,000, but purchases of less than $5,000 may be permitted by the Company in the Company’s sole discretion. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.
8.Section 13 of Exhibit B – Form of Selected Investment Adviser Agreement is hereby deleted and replaced in its entirety with the following:
13.    Notices.
All notices, requests, demands, approvals, consents, waivers and other communications required or permitted to be given under this Agreement (each, a “Notice”) shall be in writing and shall be (a) delivered personally, (b) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, (c) sent by next-day or overnight mail or delivery, or (d) sent by facsimile transmission (provided, however, that the original copy thereof also is sent by one of the other means specified above in this Section 13):
If to the Dealer Manager:
Preferred Capital Securities, LLC
3290 Northside Parkway NW
2


Atlanta, Georgia 30327
Attention: Ms. Orit Small
with a copy to:
Baker & McKenzie LLP
300 East Randolph Street, Suite 5000
Chicago, Illinois 60601
Attention: James Linhardt
If sent to the SIA: To the person whose name and address are identified on the signature page of this Agreement; or
to such other person or address as any party shall specify by Notice in writing to the other parties in accordance with this Section 13. Each Notice shall be deemed effective and given upon actual receipt or refusal of receipt.
Except as specifically set forth herein, all other terms and conditions of the A&R Dealer Manager Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby.
This Amendment may be executed by the parties hereto on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[Signatures on following page]
2


IN WITNESS WHEREOF, the parties hereto have each duly executed this Amendment No. 7 on this 10th day of February, 2026.
THE COMPANY:
PROSPECT CAPITAL CORPORATION
By:     /s/ M. Grier Eliasek    
    Name:    M. Grier Eliasek
    Title:    Chief Operating Officer

THE DEALER MANAGER:
PREFERRED CAPITAL SECURITIES, LLC
By:     /s/ Jeff Smith    
    Name:    Jeff Smith
    Title:    Chief Executive Officer




















[Signature Page to Amendment No. 7 to A&R Dealer Manager Agreement]