Capital Southwest (CSWC) adds RBC and keeps $1.1B capacity in at-the-market stock plan
Rhea-AI Filing Summary
Capital Southwest Corporation updated its ongoing at-the-market common stock offering program, under which it may sell up to $2,000,000,000 of common stock through multiple sales agents. The company added RBC Capital Markets, LLC as an additional sales agent on August 7, 2026, joining Jefferies, Raymond James, Citizens Capital Markets and B. Riley.
From March 4, 2019 to June 30, 2026, the company sold 43,145,727 shares for gross proceeds of approximately $933.7 million and net proceeds of approximately $917.2 million, leaving about $1.1 billion of capacity available. Sales agents earn a 1.5% commission, and estimated offering expenses are about $4.1 million, or 0.25% of the full $2.0 billion program.
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Filing Explained
The August 7, 2026 supplement adds a sales agent; no new issuance is reported, so dilution remains a future possibility.
The August 7, 2026 Form 424B3 supplement updates CSWC’s existing at-the-market program by adding RBC Capital Markets as a sales agent. It does not report a new sale in this supplement: the filing’s status data runs through
An at-the-market program permits gradual open-market sales at prevailing prices. If CSWC issues additional shares, the total share count rises and existing holders’ percentage ownership falls absent offsetting changes; the available program therefore creates potential dilution, but this supplement does not establish dilution from a new issuance.
The filing reports
The filing’s “STATUS OF THE ‘AT-THE-MARKET’ OFFERING” section leaves any additional issuance and its gross and net proceeds unresolved; later sale reporting would establish those figures.
Key Figures
ATM program capacity: $2,000,000,000
Shares sold under ATM: 43,145,727 shares
Gross proceeds to date: $933.7 million
+5 more
8 metrics
ATM program capacity
$2,000,000,000
Maximum aggregate amount of common stock that may be sold under the at-the-market program
Shares sold under ATM
43,145,727 shares
Total common shares sold from March 4, 2019 to June 30, 2026 under the ATM program
Gross proceeds to date
$933.7 million
Gross proceeds from ATM program sales through June 30, 2026
Net proceeds to date
$917.2 million
Net proceeds after commissions and expenses from ATM sales through June 30, 2026
Remaining ATM capacity
approximately $1.1 billion
Aggregate amount of common stock still available for sale under the ATM program
Sales agent commission
1.5%
Commission on the gross sales price of common stock sold through the sales agents
Estimated offering expenses
$4,100,000
Estimated offering expenses for the ATM program, equal to 0.25% if full $2.0B is sold
Closing stock price
$24.42
Closing price of CSWC common stock on Nasdaq Global Select Market on August 5, 2026
Key Terms
at-the-market offering, equity distribution agreements, senior secured revolving credit facility, SBA Debentures, +2 more
6 terms
at-the-market offering financial
"the sale of shares of common stock of Capital Southwest Corporation in an “at-the-market” offering"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
equity distribution agreements financial
"through the ATM Program, pursuant to certain equity distribution agreements"
senior secured revolving credit facility financial
"available commitments of $510 million under the Company's senior secured revolving credit facility"
A senior secured revolving credit facility is a multi‑use bank lending line that a company can draw, repay and redraw as needed, backed by specific assets and ranked first in repayment order if the company defaults. Think of it like a collateralized credit card that gives flexible short‑term cash while lenders hold priority to recover their money; investors watch it because it affects a company’s liquidity, borrowing cost, and who gets paid first in financial distress.
SBA Debentures financial
"SBA-guaranteed debentures issued by each of Capital Southwest SBIC I, LP and Capital Southwest SBIC II, LP (the "SBA Debentures")"
SBA debentures are bonds sold to investors that fund long-term loans under a U.S. Small Business Administration program; the government guarantees the payments, so investors receive regular interest and return of principal backed by federal promise. Think of them like lending money through a government‑insured savings bond: they typically offer steady, predictable income with lower credit risk than ordinary corporate bonds, making them useful for conservative income and portfolio diversification, though they remain sensitive to interest rate changes.
Acquired fund fees and expenses financial
"Acquired fund fees and expenses represent the estimated annual indirect expense incurred"
business development company financial
"Shares of BDCs may trade at a market price that is less than the value of the net assets"
A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.
Offering Details
ATM
Offering
Offering Type
ATM
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Capital Southwest (CSWC) disclose about its at-the-market stock program size?
Capital Southwest may sell up to $2,000,000,000 of common stock through its at-the-market offering program. This capacity is established under equity distribution agreements with several sales agents.
How much has CSWC sold so far under its at-the-market program?
From March 4, 2019 to June 30, 2026, CSWC sold 43,145,727 shares for about $933.7 million in gross proceeds and $917.2 million in net proceeds after commissions and expenses.
How much capacity remains under CSWC’s at-the-market equity program?
As of the supplement date, Capital Southwest states that approximately $1.1 billion in aggregate amount of common stock remains available for sale under its at-the-market program.
Which sales agents are included in CSWC’s at-the-market program?
The sales agents are Jefferies, Raymond James, Citizens Capital Markets, B. Riley and, added on August 7, 2026, RBC Capital Markets, LLC, all on substantially similar agreement terms.
What commissions and offering expenses does CSWC pay under the at-the-market program?
CSWC pays the sales agents a 1.5% commission on gross sales and estimates total offering expenses of about $4,100,000, or 0.25% if the full $2.0 billion capacity is used.
What are CSWC’s estimated annual total expenses as a percentage of net assets?
Total annual expenses are estimated at 10.75% of net assets, including 2.86% operating expenses, 8.03% interest on borrowed funds, a (0.27)% income tax benefit, and 0.13% acquired fund fees and expenses.
Filed pursuant to Rule 424(b)(3)
File No. 333-282873
Up to $2,000,000,000
Common Stock
Supplement No. 7, dated August 7, 2026
to
Prospectus, dated October 29, 2024 and
Prospectus Supplement, dated October 30, 2024
This supplement amends, supplements or modifies certain information contained in the prospectus supplement, dated October 30, 2024 (the “ATM Prospectus Supplement”), and the accompanying prospectus, dated October 29, 2024 (the “Base Prospectus,” and together with the ATM Prospectus Supplement and the documents deemed incorporated by reference in each, the “Prospectus”), which relate to the sale of shares of common stock of Capital Southwest Corporation in an “at-the-market” offering (the “ATM Program”) pursuant to certain equity distribution agreements (as described below). The terms the “Company,” “CSWC,” “we,” “us,” and “our” refer to Capital Southwest Corporation and its subsidiaries, unless indicated otherwise. Capitalized terms used but not defined herein shall have the same meaning given them in the ATM Prospectus Supplement.
You should carefully read the entire Prospectus and this supplement before investing in our common stock. This supplement should be read in conjunction with the Prospectus. You should also carefully consider the information set forth under the sections entitled “Risk Factors” on page S-9 of the ATM Prospectus Supplement, page 10 of the Base Prospectus and in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which is incorporated by reference into the Prospectus, as well as in our subsequent filings with the Securities and Exchange Commission that are incorporated into the Prospectus, before investing in our common stock.
On March 4, 2019, we initially established the ATM Program to which the Prospectus relates, and through which we may sell, from time to time through sales agents, up to a maximum aggregate amount of $2,000,000,000 in shares of our common stock. In connection with the ATM Program, we have entered into those certain (i) third amended and restated equity distribution agreements, each dated May 26, 2021 and as amended from time to time, with each of Jefferies LLC (“Jefferies”) and Raymond James & Associates, Inc. (“Raymond James”) and (ii) amended and restated equity distribution agreements, each dated May 26, 2021 and as amended from time to time, with each of Citizens JMP Securities, LLC (“Citizens Capital Markets”) and B. Riley Securities, Inc. (“B. Riley”).
This supplement is being filed to reflect that, on August 7, 2026, we added an additional sales agent to the ATM Program, RBC Capital Markets, LLC ("RBC" and, together with Jefferies, Raymond James, Citizens Capital Markets and B. Riley, the “Sales Agents”). In connection therewith, we entered into that certain equity distribution agreement, dated August 7, 2026, with RBC. The Company’s equity distribution agreements with each of the Sales Agents are on substantially the same terms and conditions as one another.
In light of the above, each reference to the term “Sales Agent” or “Sales Agents” in the ATM Prospectus Supplement is hereby amended to include Jefferies, Raymond James, Citizens Capital Markets, B. Riley, and RBC.
We will pay the Sales Agents a commission of 1.5% of the gross sales price of shares of our common stock sold through them pursuant to the ATM Program. The estimated offering expenses payable by us, in addition to such commission and reimbursement of expenses, are approximately $4,100,000 (of which we have incurred $2,290,000 as of August 5, 2026), which includes legal, accounting and printing costs and various other fees associated with registering the shares of common stock and the filing fees incident to the review by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the terms of the sale of our common stock in the ATM Program, as well as the reimbursement of certain reasonable fees and expenses of counsel to the Sales Agents incurred in connection with the initial launch of the ATM Program (including legal fees and expenses relating to the review by FINRA of the terms of the sale of our common stock in the ATM Program), and up to $12,500 per calendar quarter during the term of the equity distribution agreements for fees and expenses of counsel to the Sales Agents incurred in
connection with quarterly updates for the ATM Program. The remaining sales proceeds, after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.
The principal business address of Jefferies is 520 Madison Avenue, New York, New York 10022. The principal business address of Raymond James is 880 Carillon Parkway, St. Petersburg, Florida 33716. The principal business address of Citizens Capital Markets is 101 California Street, Suite 1700, San Francisco, California 94111. The principal business address of B. Riley is 299 Park Avenue, 21st Floor, New York, New York 10171. The principal business address of RBC is 200 Vesey Street, 8th Floor, New York, New York 10281.
STATUS OF THE "AT-THE-MARKET" OFFERING
From March 4, 2019 to June 30, 2026, we sold a total of 43,145,727 shares of our common stock under the ATM Program for gross proceeds of approximately $933.7 million and net proceeds of approximately $917.2 million, after deducting commissions to the Sales Agents on shares sold and offering expenses. As a result and as of the date hereof, up to approximately $1.1 billion in aggregate amount of our common stock remains available for sale under the ATM Program.
FEES AND EXPENSES
| Shareholder Transaction Expenses: | |||||||||||
| Sales load (as a percentage of offering price) | % | (1) | |||||||||
| Offering expenses (as a percentage of offering price) | % | (2) | |||||||||
| Dividend reinvestment plan expenses | % | (3) | |||||||||
| Total shareholder transaction expenses (as a percentage of offering price) | 1.75 | % | |||||||||
Annual Expenses (as a percentage of net assets attributable to common stock for the fiscal quarter ended June 30, 2026): | |||||||||||
| Operating expenses | % | (4) | |||||||||
| Interest payments on borrowed funds | % | (5) | |||||||||
| Income tax benefit | ( | % | (6) | ||||||||
| Acquired fund fees and expenses | % | (7) | |||||||||
| Total annual expenses | % | ||||||||||
(1)Represents the Sales Agents’ commission with respect to the shares of common stock being sold in this offering. There is no guarantee that there will be any additional sales of our common stock pursuant to the Prospectus.
(2)The percentage reflects estimated offering expenses for this offering of approximately $4,100,000, of which we have incurred $2,290,000 as of August 5, 2026, and assumes that we sell all $2.0 billion of shares of common stock available under the equity distribution agreements with the Sales Agents.
(3)The expenses of administering our dividend reinvestment plan (“DRIP”) are included in operating expenses. The DRIP does not allow shareholders to sell shares through the DRIP. If a shareholder wishes to sell shares they would be required to select a broker of their choice and pay any fees or other costs associated with the sale.
(4)Operating expenses in this table represent the estimated annual operating expenses of CSWC and its consolidated subsidiaries based on actual operating expenses for the quarter ended June 30, 2026. We do not have an investment adviser and are internally managed by our executive officers under the supervision of our board of directors. As a result, we do not pay investment advisory fees, but instead we pay the operating costs associated with employing investment management professionals including, without limitation, compensation expenses related to salaries, discretionary bonuses and restricted stock grants.
(5)Interest payments on borrowed funds represents (a) our estimated annual interest payments based on actual interest rate terms under our credit facilities, with available commitments of $510 million under the Company's senior secured revolving credit facility (the “Corporate Credit Facility”) and available commitments of $200 million under the Company's special purpose vehicle financing credit facility (the “SPV Credit Facility”), and our anticipated drawdowns from our credit facilities, (b) our actual interest rate terms under the SBA-guaranteed debentures issued by each of Capital Southwest SBIC I, LP and Capital Southwest SBIC II, LP (the "SBA Debentures") and our anticipated drawdowns of the SBA Debentures, and (c) our estimated annual interest payments, based on actual interest rate terms, on the 5.125% convertible notes due 2029 (the "2029 Convertible Notes") and the 5.950% notes due 2030 (the “September 2030 Notes”). As of June 30, 2026, we had $280.0 million in borrowings outstanding under our Corporate Credit Facility, $113.0 million outstanding under our SPV Credit Facility, $265.0 million outstanding under the SBA Debentures, $230.0 million in aggregate principal of the 2029 Convertible Notes outstanding, and $350.0 million in aggregate principal of the September 2030 Notes outstanding. Any future issuances of debt securities will be made at the discretion of management and our board of directors after evaluating the investment opportunities and economic situation of the Company and the market as a whole.
(6)Income tax benefit relates to the accrual of (a) deferred and current tax provision/(benefit) for U.S. federal income taxes and (b) excise, state and other taxes. Deferred taxes are non-cash in nature and may vary significantly from period to period. We are required to include deferred taxes in calculating our annual expenses even though deferred taxes are not currently payable or receivable. Income tax [provision] represents the estimated annual income tax expense of CSWC and its consolidated subsidiaries based on actual income tax expense for the quarter ended June 30, 2026.
(7)Acquired fund fees and expenses represent the estimated annual indirect expense incurred due to our equity investment in CapTrin Partners, LLC ("CapTrin"), our unconsolidated joint venture with Trinity Capital Inc., based upon the actual amount of fees and expenses incurred during the quarter ended June 30, 2026. During the quarter ended June 30, 2026, such expenses included organizational expenses associated with the formation of CapTrin, which have not been annualized.
Example
The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in our common stock. In calculating the following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain at the levels set forth in the table above. These amounts assume (1) a 1.50% sales load (Sales Agents discounts and commissions) and (2) offering expenses totaling 0.25%.
| 1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||||||||||||
| You would pay the following expenses on a $1,000 investment, assuming 5.0% annual return | $ | $ | $ | $ | ||||||||||||||||||||||
PRICE RANGE OF COMMON STOCK AND HOLDERS
Market Information
Our common stock is traded on the Nasdaq Global Select Market under the symbol “CSWC.”
The following table sets forth, for each fiscal quarter within the two most recently completed fiscal years and subsequent interim periods, the range of high and low selling prices of our common stock as reported on the Nasdaq Global Select Market, as applicable, and the sales price as a percentage of the NAV per share of our common stock.
| Price Range | ||||||||||||||||||||||||||||||||
| NAV (1) | High | Low | Premium (Discount) of High Sales Price to NAV (2) | Premium (Discount) of Low Sales Price to NAV (2) | ||||||||||||||||||||||||||||
Year ending March 31, 2027 | ||||||||||||||||||||||||||||||||
| Second Quarter (through August 5, 2026) | * | $ | $ | * | * | |||||||||||||||||||||||||||
| First Quarter | $ | % | % | |||||||||||||||||||||||||||||
Year ended March 31, 2026 | ||||||||||||||||||||||||||||||||
| Fourth Quarter | $ | % | % | |||||||||||||||||||||||||||||
| Third Quarter | ||||||||||||||||||||||||||||||||
| Second Quarter | ||||||||||||||||||||||||||||||||
| First Quarter | ||||||||||||||||||||||||||||||||
Year ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| Fourth Quarter | $ | $ | $ | % | % | |||||||||||||||||||||||||||
| Third Quarter | ||||||||||||||||||||||||||||||||
| Second Quarter | ||||||||||||||||||||||||||||||||
| First Quarter | ||||||||||||||||||||||||||||||||
(1)NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
(2)Calculated as the respective high or low share price divided by NAV and subtracting 1.
On August 5, 2026, there were approximately 279 holders of record of our common stock, which did not include shareholders for whom shares are held in “nominee” or “street name.” On August 5, 2026, the closing price of our common stock on the Nasdaq Global Select Market was $24.42 per share.
Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from NAV per share or at premiums that are unsustainable over the long term are separate and distinct from the risk that our NAV per share will decrease. It is not possible to predict whether our common stock will trade at, above, or below NAV per share.