SOURCE CAPITAL /DE/ 8-K

What Happened Source Capital (NYSE: SOR) announced that its Discount Management Program measurement period for January 1, 2025–December 31, 2025 showed an average market discount to net asset value (NAV) of less than 10%. The Fund traded at a premium in the fourth quarter, peaking at a 1.20% premium on November 28, 2025. Because the average discount remained below the 10% trigger, the contingent tender offer for calendar year 2025 will not occur. The Board approved extending the Program through the year ending December 31, 2027 and authorized a contingent tender offer condition for 2027.

Key Details

• Measurement period: January 1, 2025 – December 31, 2025; average discount to NAV was under 10%.
• Q4 2025 high: traded at a 1.20% premium on November 28, 2025.
• 2025 tender offer: cancelled (will not occur) because trigger threshold not met.
• Program extension: if shares trade at an average discount >10% during Jan 1–Dec 31, 2027, the Fund will conduct a tender offer for up to 10% of outstanding shares at 98% of NAV; any required tender would close no later than June 30, 2028. A contingent tender for 2026 also remains in place.

Why It Matters For shareholders, no 2025 tender means there will be no share repurchase opportunity under the Program tied to that year’s measurement period. The Board’s extension of the Discount Management Program through 2027 preserves a mechanism to address significant, prolonged discounts in future years (including a specified 10% trigger, a 98% of NAV purchase price, and a 10% cap on shares repurchased). These are concrete terms investors can watch when monitoring Source Capital’s market discount, NAV performance, and potential liquidity events.