What legal opinions support Capital Southwest’s ATM share issuance?

An opinion from Eversheds Sutherland (US) LLP addresses the legality of issuing and selling shares under the ATM program. This opinion is included as an exhibit, along with their related consent filed in connection with the registration materials.

Capital Southwest (NASDAQ: CSWC) boosts ATM stock sale program to $2.0B

Q: How much capacity remains under Capital Southwest’s ATM program?

After the latest amendments, approximately $1.1 billion in aggregate amount of common stock remains available for sale under Capital Southwest’s at-the-market offering program. This remaining capacity reflects shares that may still be issued in future transactions.

Q: Which sales agents are involved in Capital Southwest’s ATM program?

The ATM program uses Jefferies LLC , Raymond James & Associates, Inc. , Citizens JMP Securities, LLC , and B. Riley Securities, Inc. as sales agents or principals. Each participates under substantially similar amended equity distribution agreements.

Q: Does the ATM filing mean Capital Southwest is selling shares immediately?

The filing allows Capital Southwest to offer shares from time to time up to the stated aggregate limit. The company has no obligation to sell any specific amount, so actual issuance will depend on future decisions and market conditions.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Capital Southwest Corporation expanded its at-the-market stock offering program, increasing the maximum aggregate amount of common shares that may be sold from $1.0 billion to $2.0 billion. These shares may be issued from time to time through Jefferies, Raymond James, Citizens Capital Markets, and B. Riley as sales agents or principals.

After giving effect to the new amendments, approximately $1.1 billion in aggregate amount of common stock remains available for sale under the program. The shares, if issued, will be offered under an existing shelf registration statement on Form N-2 and related prospectus materials.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program capacity: $2.0 billion Prior ATM capacity: $1.0 billion Remaining ATM availability: $1.1 billion

3 metrics

ATM program capacity $2.0 billion Maximum aggregate amount of common stock that may be sold

Prior ATM capacity $1.0 billion Previous maximum aggregate amount before Sixth Amendments

Remaining ATM availability $1.1 billion Aggregate amount of common stock still available for sale

Key Terms

at-the-market offering, Equity Distribution Agreements, shelf registration statement, prospectus supplement

4 terms

at-the-market offering financial

"established an “at-the-market” offering (the “ATM Program”) through which the Company may sell"

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

"collectively, the “Equity Distribution Agreements”) with each of Citizens JMP Securities, LLC"

shelf registration statement regulatory

"will be issued pursuant to the Company’s shelf registration statement on Form N-2"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

prospectus supplement regulatory

"set forth in the Company’s prospectus supplement, dated October 30, 2024, relating to the Shares"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Understanding 8-K Material Events →

05/19/2026 - 05:29 PM

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): May 19, 2026

CAPITAL SOUTHWEST CORPORATION

(Exact Name Of Registrant As Specified In Charter)



Texas	814-00061	75-1072796
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8333 Douglas Avenue, Suite 1100

Dallas, Texas 75225

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 238-5700

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 (see General Instruction A.2. below):



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

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.25 par value per share	CSWC	The Nasdaq Global Select Market

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

Item 1.01 Entry into a Material Definitive Agreement.

On March 4, 2019, Capital Southwest Corporation (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through sales agents, shares of the Company’s common stock, par value $0.25 per share (the “Shares”).

On May 19, 2026, the Company entered into the Sixth Amendments (as defined below) which, among other things, increased the maximum amount of Shares to be sold through the ATM Program to $2.0 billion from $1.0 billion. In connection therewith, on May 19, 2026, the Company entered into separate sixth amendments (the “Sixth Amendments”) to (i) the third amended and restated equity distribution agreements, each dated May 26, 2021 (the “Third Amended and Restated Agreements”) with each of Jefferies LLC (“Jefferies”) and Raymond James & Associates, Inc. (“Raymond James”), and (ii) the amended and restated equity distribution agreements, each dated May 26, 2021 (together with the Third Amended and Restated Agreements, each as amended on each of August 3, 2021, November 2, 2021, August 2, 2022, May 21, 2024, and October 30, 2024, collectively, the “Equity Distribution Agreements”) with each of Citizens JMP Securities, LLC (f/k/a JMP Securities LLC) (“Citizens Capital Markets”) and B. Riley Securities, Inc. (“B. Riley” and, together with Jefferies, Raymond James and Citizens Capital Markets, the “Sales Agents”). The Equity Distribution Agreements with each of the Sales Agents, each as amended by the respective Sixth Amendments, are on substantially the same terms and conditions as one another. Under the Equity Distribution Agreements, each as amended by the respective Sixth Amendments, the Company may, but has no obligation to, issue and sell up to $2.0 billion in aggregate amount of Shares in the ATM Program, from time to time through Sales Agents, or to them, as principal for their own account. As of May 19, 2026, after giving effect to the Sixth Amendments, up to approximately $1.1 billion in aggregate amount of the Shares remains available for sale under the ATM Program.

Further details regarding the Equity Distribution Agreements, each as amended by the respective Sixth Amendments, and the ATM Program are set forth in the Company’s prospectus supplement, dated October 30, 2024, relating to the Shares (including the accompany prospectus, dated October 29, 2024, the “ATM Prospectus Supplement”), supplement no. 1 to the ATM Prospectus Supplement, dated February 20, 2025 (“Supplement No. 1”), supplement no. 2 to the ATM Prospectus Supplement, dated May 20, 2025 (“Supplement No. 2”), supplement no. 3 to the ATM Prospectus Supplement, dated August 7, 2025 (“Supplement No. 3”), supplement no. 4 to the ATM Prospectus Supplement, dated November 3, 2025 (“Supplement No. 4”), supplement no. 5 to the ATM Prospectus Supplement, dated February 2, 2026 (“Supplement No. 5”), and supplement no. 6 to the ATM Prospectus Supplement, dated May 19, 2026 (“Supplement No. 6” and together with the ATM Prospectus Supplement, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, and Supplement No. 5, and, including, in each case, any information incorporated by reference therein, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.

The foregoing description of the Sixth Amendments is not complete and is qualified in its entirety by reference to the full text of the Sixth Amendments, forms of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference. A copy of the opinion of Eversheds Sutherland (US) LLP relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.

The Shares, if any, will be issued pursuant to the Company’s shelf registration statement on Form N-2 (File No. 333-282873) and the Prospectus, as supplemented from time to time.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.						Description
5.1						Opinion of Eversheds Sutherland (US) LLP
10.1						Form of Sixth Amendment, dated May 19, 2026, to Third Amended and Restated Equity Distribution Agreement, dated May 26, 2021, between Capital Southwest Corporation and each of Jefferies LLC and Raymond James & Associates, Inc., respectively
10.2						Form of Sixth Amendment, dated May 19, 2026, to Amended and Restated Equity Distribution Agreement, dated May 26, 2021, between Capital Southwest Corporation and each of Citizens JMP Securities, LLC and B. Riley Securities, Inc., respectively
23.1						Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Dated: May 19, 2026



			By:			/s/ Michael S. Sarner
						Name: Michael S. Sarner
						Title: President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did Capital Southwest (CSWC) make to its ATM program?

Capital Southwest doubled the size of its at-the-market stock offering program to a maximum aggregate amount of $2.0 billion. Previously, the capacity was $1.0 billion, giving the company more flexibility to issue common shares over time.

How much capacity remains under Capital Southwest’s ATM program?

After the latest amendments, approximately $1.1 billion in aggregate amount of common stock remains available for sale under Capital Southwest’s at-the-market offering program. This remaining capacity reflects shares that may still be issued in future transactions.

Which sales agents are involved in Capital Southwest’s ATM program?

The ATM program uses Jefferies LLC, Raymond James & Associates, Inc., Citizens JMP Securities, LLC, and B. Riley Securities, Inc. as sales agents or principals. Each participates under substantially similar amended equity distribution agreements.

Under what registration statement will CSWC’s ATM shares be issued?

Any shares sold through the ATM program will be issued under Capital Southwest’s shelf registration statement on Form N-2 (File No. 333-282873). Sales will rely on an ATM prospectus supplement and subsequent supplements filed with the SEC.

Does the ATM filing mean Capital Southwest is selling shares immediately?

The filing allows Capital Southwest to offer shares from time to time up to the stated aggregate limit. The company has no obligation to sell any specific amount, so actual issuance will depend on future decisions and market conditions.

Filing Exhibits & Attachments

6 documents