Company Description
Fidus Investment Corporation (NASDAQ: FDUS) is an externally managed, closed-end, non-diversified management investment company that has elected to be treated as a business development company (BDC) under the Investment Company Act of 1940. The company focuses on providing customized debt and equity financing solutions to lower middle-market companies based in the United States. Management generally defines these lower middle-market companies as U.S. businesses with revenues between $10 million and $150 million. Fidus seeks to generate attractive risk-adjusted returns by combining current income from its debt investments with the potential for capital appreciation from equity and equity-related investments.
According to company disclosures, Fidus aims to partner with business owners, management teams and financial sponsors by structuring financing for change of ownership transactions, recapitalizations, strategic acquisitions, business expansion and other growth initiatives. Its investment portfolio includes debt and equity positions in companies across a range of industries, and its investment activity includes first lien debt, second lien debt, preferred equity and common equity positions, as well as revolving loan commitments.
Business model and investment objective
Fidus Investment Corporation’s stated investment objective is to provide attractive risk-adjusted returns by generating both current income and capital appreciation. Current income is targeted primarily through interest income on debt investments, while capital appreciation is sought through equity and equity-related holdings. The company reports that it invests methodically and with underwriting discipline in businesses that it views as having resilient or cash-generative business models, with the goal of constructing a portfolio that can support debt service and long-term growth.
Fidus operates with an external investment adviser, Fidus Investment Advisors, LLC, under a management agreement that includes base management fees and incentive fees, including a capital gains incentive fee determined with respect to cumulative realized capital gains and losses. The company also reports the use of non-GAAP measures such as adjusted net investment income, which excludes capital gains incentive fee accruals related to realized and unrealized gains and losses, as a supplemental indicator of operations.
Target market: lower middle-market companies
Fidus focuses on lower middle-market U.S. companies with revenues generally between $10 million and $150 million. The company’s public disclosures describe investments in businesses operating in areas such as electronic plan review software for permitting agencies, material testing and calibration services, residential plumbing and HVAC services, environmental consulting and engineering services, healthcare training platforms, governance, risk and compliance software, steel tubular parts manufacturing, software for the infrastructure construction industry, wholesale floral distribution, customized signage and site furnishings, payroll and HR services for small and medium-sized businesses, medical device supply chain software, technology solutions for live event broadcasters, sewn products manufacturing for multiple end markets, fume extraction and air filtration systems, and travel tour operations, among others.
These examples illustrate that Fidus’ portfolio spans a variety of sectors and business models, but remains focused on companies that management believes have reliable cash-generating characteristics and prospects for growth. The company’s investment activities often combine senior secured or other debt instruments with preferred or common equity, and may include additional commitments under revolving credit facilities.
Regulatory and tax status
Fidus Investment Corporation has elected to be treated as a business development company under the Investment Company Act of 1940. For U.S. federal income tax purposes, the company has elected to be treated as a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986, as amended. As a RIC, Fidus generally seeks to distribute taxable income to stockholders in the form of dividends, and its board of directors reviews estimates of taxable income available for distribution when declaring dividends. The company notes that taxable income can differ from consolidated income under U.S. GAAP due to unrealized appreciation and depreciation, timing differences in income and expense recognition, and undistributed taxable income carried over from prior years.
Capital structure, financing and notes
Fidus finances its investment activities through a combination of equity capital, Small Business Administration (SBA) debentures and unsecured notes. The company reports outstanding SBA debentures and has issued notes, including 4.75% notes due 2026, 3.50% notes due 2026, and 6.750% notes due 2030. In 2025, Fidus announced an underwritten public offering of 6.750% notes due 2030 and later an additional issuance of these notes, resulting in a total of $200 million in aggregate principal amount of the 6.750% notes due 2030. These notes mature in 2030, bear interest at 6.750% per year with semi-annual payments, and may be redeemed by the company subject to specified terms, including a make-whole premium prior to a defined par call date and par redemption thereafter.
The 2030 notes are described as direct unsecured obligations of Fidus that rank equally with its existing and future unsecured, unsubordinated indebtedness, are senior to any future preferred stock, senior to future expressly subordinated indebtedness, effectively subordinated to secured indebtedness to the extent of the value of the collateral, and structurally subordinated to the obligations of its subsidiaries, including its small business investment company subsidiaries. The company has also used its credit facility and at-the-market equity program to support liquidity and portfolio growth, and in 2025 entered into a special purpose vehicle credit facility with ING Capital LLC, which provides initial commitments and an accordion feature, secured by the SPV’s assets and equity.
Dividend policy and distribution practices
Fidus Investment Corporation’s board of directors has declared base dividends and supplemental dividends on a recurring basis, with public announcements detailing per-share amounts and payment schedules. The company has also adopted a dividend reinvestment plan (DRIP) that provides for automatic reinvestment of dividends in additional shares of common stock for stockholders who do not elect to receive cash. Stockholders whose shares are held through brokers or other intermediaries may elect to receive cash dividends by notifying their intermediary.
When declaring dividends, the board reviews estimates of taxable income available for distribution, which differ from GAAP income due to unrealized gains and losses, timing differences and carryover of undistributed taxable income. The company indicates that final tax attributes of dividends, determined after the close of the tax year, generally include ordinary taxable income and may also include capital gains, qualified dividends and return of capital.
Portfolio characteristics and investment activity
Fidus regularly reports on the fair value of its investment portfolio, the number of active portfolio companies, and the proportion of variable-rate versus fixed-rate debt investments. The company discloses that a significant portion of its debt portfolio bears interest at variable rates, with the remainder in fixed-rate instruments. It also provides information on weighted average yields on debt investments, calculated using effective interest rates at cost, including accretion of original issue discounts and loan origination fees, and excluding non-accrual investments and certain secured borrowings.
Quarterly and annual reports describe investment activity, including new portfolio company investments, follow-on investments, exits of debt and equity positions, and realized gains or losses on such exits. The company highlights that it seeks to invest in high quality businesses with defensive or resilient characteristics and to structure investments with an equity cushion. Portfolio diversification across industries and business models is also emphasized in management commentary.
Corporate history and formation
Fidus Investment Corporation was formed in February 2011 to continue and expand the business of Fidus Mezzanine Capital, L.P., which commenced operations in May 2007. Fidus Mezzanine Capital, L.P. is licensed by the U.S. Small Business Administration as a Small Business Investment Company (SBIC). Through this background, Fidus has experience in mezzanine and other forms of private debt and equity financing to smaller U.S. businesses.
Exchange listing and jurisdiction
Fidus Investment Corporation is incorporated in Maryland and its common stock, with par value $0.001 per share, trades on The NASDAQ Global Select Market under the ticker symbol FDUS. The company reports its status as a registrant under the Securities Exchange Act of 1934 and files periodic reports and current reports, including Forms 10-K, 10-Q and 8-K, as well as registration statements for securities offerings such as its shelf registration on Form N-2 related to the issuance of notes.
Risk and regulatory disclosures
In connection with securities offerings, including its notes, Fidus advises investors to carefully consider its investment objective, risks, charges and expenses before investing, and refers to its prospectus and prospectus supplements filed with the U.S. Securities and Exchange Commission. The company’s indentures for its notes include covenants related to asset coverage requirements under the Investment Company Act of 1940, as modified by applicable sections and any exemptive relief, and provisions requiring financial information to be provided to noteholders and the trustee if Fidus were to cease being subject to public reporting requirements.
Overall, Fidus Investment Corporation positions itself as a BDC focused on providing tailored debt and equity capital to U.S. lower middle-market companies, with the goal of generating income and capital appreciation for its stockholders through a diversified investment portfolio and an active capital management program.