[8-K] Capital Southwest Corp Reports Material Event

Rhea-AI Filing Summary

Capital Southwest Corporation entered into an underwriting agreement to issue $350.0 million aggregate principal amount of 5.950% Notes due 2030, with the offering expected to close on September 18, 2025, subject to customary closing conditions. The offering is being made under the company's effective shelf registration on Form N-2 and was accompanied by a preliminary and final prospectus supplement dated September 9, 2025.

The company also issued notices to redeem in full its 3.375% Notes due 2026, redeeming $150.0 million on October 13, 2025, and to redeem $71.9 million aggregate principal of its 7.75% Notes due 2028 on the same Redemption Date. Redemption prices equal 100% of principal plus accrued interest and any applicable make-whole premium.

Positive

• Underwriting agreement executed for $350.0 million 5.950% Notes due 2030 with multiple lead underwriters named
• Offering uses effective shelf registration (Form N-2) with preliminary and final prospectus supplements dated September 9, 2025
• Redemption notices issued for October 2026 and August 2028 notes, showing active liability management

Negative

• New direct financial obligation: $350.0 million aggregate principal amount of 5.950% Notes due 2030 will increase long-term debt
• Redemptions require cash: $150.0 million of October 2026 notes and $71.9 million of August 2028 notes will be redeemed on October 13, 2025, plus accrued interest and any make-whole premium
• Key details missing: the filing does not disclose the exact make-whole premium amounts, net proceeds allocation, or pro forma impact on leverage

Insights

Financial Analyst

TL;DR: Company is refinancing maturing debt while issuing new 2030 notes, a routine capital markets transaction.

The filing documents a $350 million note offering at a 5.950% coupon that is expected to close September 18, 2025, using the company’s effective Form N-2 shelf. Concurrently Capital Southwest has given notices to redeem $150.0 million of 3.375% October 2026 notes and $71.9 million of 7.75% August 2028 notes for October 13, 2025, at 100% of principal plus accrued interest and any make-whole premium. For investors, this represents a straightforward liability management and refinancing action; material effects on leverage and interest expense will depend on the final use of proceeds and any premiums paid, details of which are not provided in this filing.

Corporate Finance Specialist

TL;DR: The transaction aligns maturities through issuance and redemptions but increases long-term debt on the balance sheet.

Capital Southwest executed an underwriting agreement for 5.950% notes due 2030, indicating access to debt capital markets and use of a shelf registration. The company also announced full redemptions of specified 2026 and 2028 notes, with redemption mechanics and pricing described. The filing does not disclose net proceeds allocation, interest cost comparisons, or the make-whole premium amounts, so the net benefit or cost of the refinancing cannot be fully assessed from this document alone.

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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 9, 2025

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
7.75% Notes due 2028			CSWCZ			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 September 9, 2025, Capital Southwest Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company and Deutsche Bank Securities Inc., ING Financial Markets LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule A thereto, in connection with the issuance and sale of $350.0 million in aggregate principal amount of the Company’s 5.950% Notes due 2030 (the “Notes” and the issuance and sale of the Notes, the “Offering”). The closing of the Offering is expected to occur on September 18, 2025, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement includes customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (File No. 333-282873) previously filed with the Securities and Exchange Commission (the “SEC”), as supplemented by a preliminary prospectus supplement dated September 9, 2025, the pricing term sheet filed with the SEC on September 9, 2025, and a final prospectus supplement dated September 9, 2025. 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.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

Redemption of October 2026 Notes

On September 11, 2025, the Company caused notices to be issued to the holders of its 3.375% Notes due 2026 (CUSIP No. 140501 AC1) (the “October 2026 Notes”) regarding the Company’s exercise of its option to redeem, in full, the issued and outstanding October 2026 Notes, pursuant to Section 11.04 of the Indenture, dated as of October 23, 2017 (the “Base Indenture”), by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee”), as trustee, and Section 1.01(h) of the Fourth Supplemental Indenture, dated as of August 27, 2021, by and between the Company and the Trustee. The Company will redeem $150.0 million in aggregate principal amount of the issued and outstanding October 2026 Notes on October 13, 2025 (the “Redemption Date”). The redemption price for the October 2026 Notes equals 100% of the $150.0 million aggregate principal amount of the October 2026 Notes being redeemed on the Redemption Date, plus (i) the accrued and unpaid interest thereon, through, but excluding, the Redemption Date, and (ii) any “make-whole” premium. A copy of the notice of redemption of the October 2026 Notes is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Redemption of August 2028 Notes

On September 11, 2025, the Company caused notices to be issued to the holders of its 7.75% Notes due 2028 (CUSIP No. 12665G 105) (the “August 2028 Notes”) regarding the Company’s exercise of its option to redeem, in full, the issued and outstanding August 2028 Notes, pursuant to Section 11.04 of the Base Indenture and Section 1.01(h) of the Fifth Supplemental Indenture, dated as of June 14, 2023, by and between the Company and the Trustee. The Company will redeem $71.9 million in aggregate principal amount of the issued and outstanding August 2028 Notes on the Redemption Date. The redemption price for the August 2028 Notes equals 100% of the

$71.9 million aggregate principal amount of the August 2028 Notes being redeemed on the Redemption Date, plus the accrued and unpaid interest thereon, through, but excluding, the Redemption Date. A copy of the notice of redemption of the August 2028 Notes is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits

Exhibit No.						Description
1.1						Underwriting Agreement, dated September 9, 2025, by and among Capital Southwest Corporation and Deutsche Bank Securities Inc., ING Financial Markets LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule A thereto.
99.1						Notice of Redemption of 3.375% Notes due 2026.
99.2						Notice of Redemption of 7.75% Notes due 2028.
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 11, 2025

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

FAQ

What new debt did Capital Southwest (CSWC) announce in this 8-K?

The company entered into an underwriting agreement to issue $350.0 million aggregate principal amount of 5.950% Notes due 2030, with closing expected on September 18, 2025.

Which existing notes will Capital Southwest redeem and for how much?

Capital Southwest issued notices to redeem in full $150.0 million aggregate principal of its 3.375% Notes due 2026 and $71.9 million aggregate principal of its 7.75% Notes due 2028 on October 13, 2025.

What is the redemption price for the redeemed notes?

The redemption price equals 100% of principal for the amounts being redeemed plus accrued and unpaid interest through but excluding the Redemption Date and any applicable make-whole premium.

Under what registration was the offering made?

The offering was made pursuant to the company’s effective shelf registration statement on Form N-2 (File No. 333-282873), supplemented by prospectus supplements dated September 9, 2025.

When is the expected closing of the new notes offering?

The expected closing date for the offering is September 18, 2025, subject to customary closing conditions.