PROSPECT CAPITAL CORP 8-K

What Happened

• On May 8, 2026, Prospect Capital Corporation (PSEC) entered an Equity Distribution Agreement to offer up to $400,000,000 aggregate liquidation preference of its 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock. Sales may occur “at the market” through Prospect Capital Management L.P., Prospect Administration LLC and A.G.P./Alliance Global Partners (the Sales Agents), or by other agreed methods, at prevailing or negotiated prices. The Company filed a Prospectus Supplement the same day but has no obligation to sell and may suspend the offering at any time.

Key Details

• Security: 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001 per share.
• Offering size: Up to $400,000,000 aggregate liquidation preference.
• Sales mechanics & fees: Sales may be “at the market” (Rule 415) or other methods; Sales Agents may receive up to 2.0% commission on gross sales.
• Corporate action: On May 8, 2026, the company filed Articles Supplementary reclassifying 16,000,000 authorized but unissued common shares into Series A Preferred, reducing common shares outstanding classification from 1,248,117,104 to 1,232,117,104. Venable LLP provided a legal opinion on the validity of the preferred shares.
• Registration: Shares, if sold, will be issued under the Company’s Form N-2 registration (filed Feb 10, 2026) and the May 8, 2026 Prospectus Supplement.

Why It Matters

• This filing signals Prospect Capital has authorized a sizable preferred-stock offering that can raise up to $400M of capital if sold. The at‑the‑market structure gives the company flexibility to raise funds over time at prevailing market prices, but there is no commitment to sell. The reclassification of 16 million common shares to preferred creates the share capacity needed for the offering and can affect the company’s capital structure and dividend obligations if shares are issued. Investors should note the fixed 5.35% dividend feature of the Series A preferred and the potential dilution or priority effects if the offering is executed.