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) ~~September~~October 1028, 2025

~~New~~ FS Specialty Lending Fund

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

811-24080

(Commission

File Number)

33-4638504

(IRS Employer

Identification No.)

201 Rouse Boulevard

Philadelphia, Pennsylvania

(Address of principal executive offices)

19112

(Zip Code)

Registrants telephone number, including area code (215) 495-1150

(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:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ 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))

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 71.01 ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Frequently-asked-questions~~Reorganization ~~regarding the matters described in the Form 8-K filed by the FS Specialty Lending Fund on April 24, 2025 made available by New FS Specialty Lending Fund (the “Fund”) is furnished as Exhibit 99.1.~~Closing

AAs ~~presentation~~previously ~~deck~~announced, on April 22, 2025, the Board of Trustees (the ~~overview~~“Board”) approved the conversion of FS Specialty Lending Fund (the ~~matters~~“Predecessor Fund”) ~~described~~from ina ~~the~~business ~~Form~~development 8company to a closed-Kend ~~filed~~fund byregistered under the Investment Company Act of 1940 (the “1940 Act”) through a merger of the Predecessor Fund (the “Reorganization”) with and into New FS Specialty Lending Fund on(the ~~April~~“Fund”), a 24newly organized Delaware statutory trust registered under the 1940 Act as a closed-end fund, ~~2025~~pursuant ~~made~~to ~~available~~an byAgreement and Plan of Reorganization (the ~~Fund~~“Reorganization isAgreement”), ~~furnished~~dated as ~~Exhibit~~of April 9922, 2025, among the Predecessor Fund, the Fund, and, for the limited purposes set forth therein, FS/EIG Advisor, LLC, the investment adviser to the Fund (the “Adviser”).2.

~~Cautionary~~As ~~Statement~~previously ~~Concerning~~announced, ~~Forward-Looking~~shareholders ~~Statements~~of the Predecessor Fund approved the Reorganization and the consummation of the related transactions contemplated by the Reorganization Agreement and certain related matters submitted to shareholders at a special meeting of shareholders held on September 26, 2024 and adjourned to October 14, 2025.

~~Statements~~The ~~included~~Reorganization ~~herein~~was ~~may~~completed ~~constitute~~on ~~“forward-looking” statements as that term is defined in Section~~October ~~27A of the Securities Act~~28, ~~and Section 21E of the Securities Exchange Act of 1934,~~ as amended by the Private Securities Litigation Reform Act of 1995, including statements with regard to future events or the future performance or operations of the Fund, including but not limited to, anticipated distribution rates and liquidity events2025. ~~Words~~Following such as “intends,” “will,” “believes,” “expects,” “projects,” “future” and “may” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include changes in the economy due to geo-political risksReorganization, ~~risks associated with possible disruption to~~ the Fund’s ~~operations~~changed orits ~~the~~name ~~economy generally due~~ to ~~hostilities, terrorism,~~FS ~~natural~~Specialty ~~disasters~~Lending ~~or pandemics, future changes in laws or regulations and conditions in the~~ Fund’s operating area, unexpected costs, the ability of the Fund to complete the reorganization, complete the listing of the common shares on a national securities exchange, the price at which the common shares may trade on a national securities exchange, and failure to list the common shares on a national securities exchange, and such other factors that are disclosed in the Fund’s filings with the Securities and Exchange Commission (the “SEC”). The inclusion of forward-looking statements should not be regarded as a representation that any plans, estimates or expectations will be achieved. Any forward-looking statements speak only as of the date of this communication. Except as required by federal securities laws, the Fund undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

~~Additional~~The ~~Information~~Fund was a newly created shell entity that is registered under the 1940 Act as a closed-end fund, and ~~Where~~the Reorganization was intended to ~~Find~~effectuate Itthe conversion of the Predecessor Fund from a business development company to closed-end fund registered under the 1940 Act.

InThe ~~connection with the Reorganization and Declaration of Trust amendments discussed herein, the~~ Fund ~~and~~intends ~~the~~to ~~Successor~~seek ~~Fund~~to ~~expect~~list toits ~~file~~common ~~with~~shares on the ~~Securities~~New ~~and~~York Stock Exchange ~~Commission~~ (the “~~SEC~~Proposed Listing”) ~~solicitation~~. ~~materials~~The inProposed ~~the~~Listing ~~form~~is ofcurrently aexpected ~~joint~~to ~~proxy~~occur ~~statement/prospectus that will be included~~ in ~~a registration statement on Form N~~mid-14November. ~~After~~However, the ~~registration~~Proposed ~~statement~~Listing is ~~filed~~subject ~~with~~to ~~the~~many ~~SEC~~factors, itincluding, ~~may~~but benot ~~amended~~limited orto, ~~withdrawn~~market ~~and~~conditions ~~the proxy statement~~ and~~/or~~ ~~joint~~board ~~proxy~~of ~~statement/prospectus~~trustee approval. ~~will~~There ~~not~~can be ~~distributed~~no toassurance ~~shareholders~~that ~~unless and until~~ the ~~registration~~Fund ~~statement~~will isbe ~~declared~~able ~~effective~~to bycomplete the ~~SEC.~~Proposed ~~Investors~~Listing ~~are~~within ~~urged to read~~ the ~~proxy~~expected ~~statement/prospectus~~time ~~and~~frame ~~any other relevant documents filed~~ or toat beall. ~~filed with the SEC carefully when they become~~Prior ~~available~~to ~~because they will contain important information about~~ the ~~Reorganization,~~completion ~~the Declaration~~ of ~~Trust~~the ~~amendment~~Proposed ~~proposals~~Listing, the ~~Fund~~ ~~and the Successor~~ Fund. ~~After they are filed, free copies of the proxy statement/prospectus and other documents~~ will beoperate ~~available on~~as ~~the~~an ~~SEC’s~~unlisted ~~web~~closed-end ~~site at www~~fund.~~sec.gov or at the Fund’s website at www.fsproxy.com.~~

~~Important~~Entry ~~Information~~into Investment Advisory Agreement, Fee Waiver Agreement and Administration Agreement

~~The~~In ~~Fund,~~connection ~~its~~with ~~trustees~~the ~~and~~closing ~~certain~~ of ~~its~~the ~~officers may be considered~~Reorganization, toon beOctober 28, ~~participants~~2025, in the ~~solicitation~~Fund ofentered ~~proxies~~into ~~from~~(i) an ~~shareholders~~investment inadvisory ~~connection~~agreement ~~with~~ (the ~~matters~~“Advisory ~~described~~Agreement”), ~~herein. Information regarding~~(ii) a ~~the~~fee ~~identity~~waiver ofagreement ~~potential~~(the ~~participants,~~“Fee Waiver”) and ~~their~~(iii) an ~~direct~~administration oragreement ~~indirect interests in~~ (the ~~Fund,~~“Administration ~~by security holdings or otherwise~~Agreement.”), ~~are set~~ ~~forth~~each inbetween the ~~proxy~~Fund ~~statement~~ and ~~any other materials filed with~~ the ~~SEC in connection with the Fund’s 2024 annual meeting of shareholders~~Adviser. ~~Additional~~ ~~information~~Pursuant ~~regarding~~to the ~~identity~~Advisory ofAgreement ~~potential participants,~~ and ~~their~~the ~~direct~~Administration ~~or indirect interests~~Agreement, bythe ~~security~~Adviser ~~holdings or otherwise,~~ will beprovide ~~included in~~ the same ~~proxy~~services ~~statement/prospectus relating~~ to the ~~matters~~Fund ~~described~~that ~~herein when~~ it isprovided ~~available. Shareholders are able~~ to ~~obtain any proxy statement, any amendments or supplements to~~ the ~~proxy~~Predecessor ~~statement and other documents filed by the~~ Fund ~~with the SEC for no charge at the SEC’s website at www~~.~~sec.gov. Copies are available at no charge at the Fund’s website at www.fsproxy.com.~~

~~Investors~~Pursuant ~~should~~to ~~consider~~the aAdvisory ~~fund’s investment objective~~Agreement, ~~risks, and~~prior ~~charges~~to ~~and~~the ~~expenses~~Proposed ~~before investing. The proxy statement/prospectus~~Listing, ~~when~~the ~~available,~~Fund will ~~contain~~pay ~~this~~a ~~and~~management ~~other~~fee ~~information~~consisting ~~about the~~of ~~fund,~~a ~~including~~base ~~risk~~management ~~factors~~fee ~~that~~and ~~should~~an beincome ~~carefully~~incentive ~~considered.~~fee as follows:

~~Item~~● 9a base management fee calculated at an annual rate of 1.0175% ~~Financial~~of ~~Statements~~the ~~and~~Fund’s ~~Exhibits~~gross assets; and

●

an income incentive fee, calculated quarterly in arrears, equal to 20% of “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a hurdle rate of 6.5%, calculated as a rate of return on the Fund’s “adjusted capital,” defined as cumulative gross proceeds generated from sales of common shares of the Fund (including proceeds from the Fund’s distribution reinvestment plan), reduced for distributions from non-liquidating dispositions of the Fund’s investments paid to shareholders and amounts paid for share repurchases pursuant to the Fund’s share repurchase program. Additionally, once the Fund’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate of 1.625% (6.5% annualized), the Adviser will be entitled to a “catch-up” fee equal to the amount of the Fund’s pre-incentive fee net investment income in excess of the hurdle rate, until the Fund’s pre-incentive fee net investment income for such quarter equals 2.031%, or 8.125% annually, of adjusted capital. Thereafter, the Adviser will be entitled to receive 20.0% of the Fund’s pre-incentive fee net investment income.

Pursuant to the Advisory Agreement, after the Proposed Listing, the Fund will pay a management fee consisting of a base management fee and an income incentive fee as follows:

●

a base management fee calculated at an annual rate of 1.50% of the Fund’s gross assets; and

●

an income incentive fee, calculated quarterly in arrears, equal to 20% of “pre-incentive fee net investment income,” subject to a lower hurdle rate of 6.0%, calculated as a rate of return on the Fund’s net assets. Additionally, once the Fund’s pre-incentive fee net investment income in any quarter exceeds the hurdle rate, the Adviser will be entitled to a “catch-up” fee equal to the amount of the Fund’s pre-incentive fee net investment income in excess of the hurdle rate, until the Fund’s pre-incentive fee net investment income for such quarter equals 1.875%, or 7.5% annually, of net assets. Thereafter, the Adviser will be entitled to receive 20.0% of the Fund’s pre-incentive fee net investment income.

The base management fee will be payable quarterly in arrears. The base management fee for any partial quarter will be appropriately pro-rated.

Pursuant to the Fee Waiver, the Adviser has contractually agreed to (i) waive a portion of the base management fee equal to 0.15% of the Fund’s gross assets and (ii) waive a portion of the income incentive fee, such that the Fund’s income incentive fee will be equal to 10% of “pre-incentive fee net investment income.” The Fee Waiver becomes effective upon the Proposed Listing and will remain in effect until the Fund ceases to be registered under the 1940 Act, unless sooner terminated with the written consent of the Board, including a majority of the Trustees who are not “interested persons” of the Fund or the Adviser, as defined in section 2(a)(19) of the 1940 Act.

Pursuant to the Administration Agreement, the Adviser will perform, or oversee the performance of, the Fund’s corporate operations and required administrative services, which includes being responsible for the financial records that the Fund is required to maintain and preparing shareholder reports and regulatory filings. In addition, the Adviser will assist the Fund in calculating its net asset value, oversee the preparation and filing of tax returns and the printing and dissemination of reports to Fund shareholders, and oversee the payment of Fund expenses and the performance of administrative and professional services rendered to the Fund by others. No separate fee is payable to Adviser pursuant to the Administration Agreement; however, the Fund will reimburse the Adviser for expenses related to the provision of administrative and operational services to the Fund.

Fund Name Change

Following the Reorganization, the Fund changed its name to FS Specialty Lending Fund.

Adviser Transaction

Concurrently with the closing of the Reorganization, Franklin Square Holdings, L.P. (“FS”) acquired EIG Asset Management, LLC’s interest in the Adviser (the “Adviser Transaction”). As a result of the closing of the Adviser Transaction on October 28, 2025, the Adviser became an indirect wholly-owned subsidiary of FS, and the Adviser changed its name to FS Specialty Lending Advisor, LLC. The Adviser personnel from FS who provided services to the Fund prior to the closing of the Adviser Transaction will continue to provide services to the Fund.

Item 8.01

Other Items.

The information in Item 1.01 of this Current Report on Form 8-K that is responsive to Item 8.01 is incorporated by reference into this Item 8.01.

Item 9.01

Exhibits.

(d)

Exhibits

Exhibit No.	~~Exhibit No.~~	Description
	99.1	Frequently Asked Questions
10.1		Investment Advisory Agreement between the Fund and the Adviser
10.2		Fee Waiver Agreement between the Fund and the Adviser
10.3		Administration Agreement between the Fund and the Adviser
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	99.2	Presentation Deck
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	NEW FS SPECIALTY LENDING FUND
	FS SPECIALTY LENDING FUND (formerly, NEW FS SPECIALTY LENDING FUND)
Date: September 10, 2025	By:	/s/ Stephen Sypherd
Date: October 28, 2025	By:	/s/ Stephen S. Sypherd
	Name:	Stephen S. Sypherd
	Title:	General Counsel

Filing Compare · FS Specialty Lending Fund