0000017313FALSE00000173132026-09-022026-09-02
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): September 2, 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).
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 September 2, 2026, Capital Southwest Corporation (the “Company”) entered into the Fourth Amended and Restated Senior Secured Revolving Credit Agreement (the “Credit Agreement” and the revolving credit facility thereunder, “Corporate Credit Facility”) by and among the Company, as borrower, the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders, ING Capital LLC, as administrative agent, arranger and bookrunner, and Texas Capital Bank, as documentation agent. The Credit Agreement: (a) increased commitments under the Corporate Credit Facility from $510 million to $595 million; (b) increased the uncommitted accordion feature that could increase the maximum commitments from up to $750 million to up to $1 billion; (c) extended the end of the Corporate Credit Facility's revolving period from August 2, 2027 to September 2, 2030, and extended the final maturity from August 2, 2028 to September 2, 2031; (d) reduced the unused commitment fees from a range of (i) 0.50%-1.00% to (ii) 0.50%-0.75% per annum, based on utilization, on the unused lender commitments; and (e) amended certain financial covenants.
The description of the Credit Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.
Item 8.01 Other Events.
On September 2, 2026, the Company issued a press release announcing its entry into the Credit Agreement. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| | |
| Exhibit No. | | Description |
| 10.1 | | Fourth Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 2, 2026, among Capital Southwest Corporation, as Borrower, the lenders party hereto, ING Capital LLC, as Administrative Agent, Arranger and Bookrunner and Texas Capital Bank, as Documentation Agent |
| 99.1 | | Press release issued by Capital Southwest Corporation on September 2, 2026 |
| 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: September 2, 2026
| | | | | | | | |
| | |
| By: | /s/ Michael S. Sarner |
| | Name: Michael S. Sarner |
| | Title: President and Chief Executive Officer |
Exhibit 99.1
| | | | | | | | |
| | 8333 Douglas Avenue, Suite 1100 Dallas, Texas 75225 T 214.238.5700 F 214.238.5701
|
Capital Southwest Increases Corporate Credit Facility to $595 million and Extends Maturity to September 2031
Dallas, Texas -- September 2, 2026 -- Capital Southwest Corporation (“Capital Southwest” or the “Company”) (Nasdaq: CSWC) an internally managed business development company focused on providing flexible financing solutions to support the acquisition and growth of middle market businesses, today announced an amendment to its senior secured credit facility (the “Corporate Credit Facility”). The amendment (a) increased commitments under the Corporate Credit Facility from $510 million to $595 million, (b) decreased the applicable margin from 2.15% to 2.00%, (c) removed the SOFR adjustment, (d) increased the uncommitted accordion feature that could increase the maximum commitments from $750 million to $1 billion, (e) reduced the unused commitment fees from a range of (i) 0.50%-1.00% to (ii) 0.50%-0.75% per annum, based on utilization, on the unused lender commitments, and (f) amended certain financial covenants. In addition, the end of the Corporate Credit Facility’s revolving period was extended from August 2, 2027 to September 2, 2030, and the final maturity was extended from August 2, 2028 to September 2, 2031.
In commenting on the amendment, Chris Rehberger, Treasurer and Chief Financial Officer, stated, “This is an outstanding outcome for Capital Southwest and another important step in strengthening our platform for future growth. The amendment expands our borrowing capacity, lowers our financing cost, extends our maturity profile, and increases our overall balance sheet flexibility. The strong support from our lender group reflects the quality of our portfolio, our long-term track record, and confidence in our disciplined investment strategy. With increased liquidity and no debt maturities until 2029, we are well positioned to capitalize on attractive market opportunities while continuing to prudently manage risk.”
About Capital Southwest
Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, internally managed business development company with approximately $2.2 billion in investments at fair value as of June 30, 2026. Capital Southwest is a middle market lending firm focused on supporting the acquisition and growth of middle market businesses with $5 million to $50 million investments across the capital structure, including first lien, second lien and non-control equity co-investments. As a public company with a permanent capital base, Capital Southwest has the flexibility to be creative in its financing solutions and to invest to support the growth of its portfolio companies over long periods of time.
Forward-Looking Statements
Forward-Looking Statements
This press release contains certain forward-looking statements with respect to Capital Southwest’s business. Forward-looking statements are statements that are not historical statements and can often be identified by words such as "will," "believe," "expect" and similar expressions and variations or negatives of these words. These statements are based on management's current expectations, assumptions and beliefs. They are not guarantees of future results and are subject to numerous risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. These risks include risks related to: changes in the markets in which Capital Southwest invests; changes in the financial, capital, and lending markets; changes in the interest rate environment and its impact on Capital Southwest’s business and portfolio companies; regulatory changes; tax treatment; the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policy and its impact on Capital Southwest’s portfolio companies and its financial condition; the impact of geopolitical conditions on Capital Southwest’s portfolio companies and opportunities available to Capital Southwest; an economic downturn and its impact on the ability of Capital Southwest’s portfolio companies to operate and the investment opportunities available to Capital Southwest; the impact of supply chain constraints on Capital Southwest’s portfolio companies; and the elevated levels of inflation and its impact on Capital Southwest’s portfolio companies and the industries in which Capital Southwest invests.
Readers should not place undue reliance on any forward-looking statements and are encouraged to review Capital Southwest's Annual Report on Form 10-K for the year ended March 31, 2026 and any subsequent filings with the SEC, including the "Risk Factors" sections therein, for a more complete discussion of the risks and other factors that could affect any forward-looking statements. Except as required by the federal securities laws, Capital Southwest does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.
Investor Relations Contact:
Michael S. Sarner, President and Chief Executive Officer
214-884-3829