STOCK TITAN

Capital Southwest (NASDAQ: CSWC) adds RBC to $2.0B at-the-market stock program

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Capital Southwest Corporation added RBC Capital Markets, LLC as an additional sales agent under its existing at-the-market common stock offering program. RBC joins Jefferies, Raymond James, Citizens JMP Securities, and B. Riley Securities under equity distribution agreements that are on substantially the same terms and conditions.

The at-the-market offering program, originally established in 2019 and subsequently amended, permits Capital Southwest to issue and sell up to $2.0 billion in aggregate amount of common shares from time to time through the sales agents, or to them as principal, and the company has no obligation to sell any shares. As of August 7, 2026, approximately $1.1 billion in aggregate amount of shares remained available for sale under the program. Any shares issued will be made under the company’s shelf registration statement on Form N-2 (File No. 333-282873) and the related prospectus supplement and subsequent supplements.

Positive

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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.
ATM Program Capacity $2.0 billion Maximum aggregate amount of common stock issuable under the Equity Distribution Agreements
Remaining ATM Capacity approximately $1.1 billion Aggregate amount of common stock still available for sale as of August 7, 2026
Shelf Registration Statement Form N-2, File No. 333-282873 Registration statement under which shares in the ATM program will be issued, if any
at-the-market financial
"established an “at-the-market” offering (the “ATM Program”)"
"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.
Equity Distribution Agreements financial
"collectively, the “Equity Distribution Agreements”"
shelf registration statement regulatory
"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
"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.

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FAQ

What change did Capital Southwest (CSWC) make to its ATM program on August 7, 2026?

Capital Southwest added RBC Capital Markets, LLC as an additional sales agent in its at-the-market stock offering program. RBC operates alongside Jefferies, Raymond James, Citizens JMP Securities, and B. Riley under substantially similar Equity Distribution Agreements.

How large is Capital Southwest’s (CSWC) at-the-market stock offering program?

The program permits Capital Southwest to issue and sell up to $2.0 billion in aggregate amount of common stock. Sales may be made from time to time through the designated sales agents or to them as principal, with no obligation to sell any shares.

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

As of August 7, 2026, approximately $1.1 billion in aggregate amount of common shares remained available for sale under Capital Southwest’s at-the-market program. This represents the unused portion of the overall $2.0 billion capacity.

Which sales agents participate in Capital Southwest’s (CSWC) Equity Distribution Agreements?

The sales agents are RBC Capital Markets, LLC, Jefferies LLC, Raymond James & Associates, Inc., Citizens JMP Securities, LLC, and B. Riley Securities, Inc. Each has an equity distribution agreement on substantially the same terms and conditions.

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

Any shares sold under the program will be issued pursuant to Capital Southwest’s shelf registration statement on Form N-2 (File No. 333-282873). They are covered by a prospectus supplement dated October 30, 2024, and subsequent supplements through Supplement No. 7.

What disclosure documents govern Capital Southwest’s (CSWC) ATM stock offering?

The program is governed by a Form N-2 shelf and a combined ATM Prospectus Supplement dated October 30, 2024, together with Supplements No. 1 through No. 7. These documents describe the terms of the shares and the Equity Distribution Agreements.
0000017313FALSE00000173132026-08-072026-08-07

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):  August 7, 2026

CAPITAL SOUTHWEST CORPORATION
(Exact Name Of Registrant As Specified In Charter)
Texas814-0006175-1072796
(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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.25 par value per shareCSWCThe 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”). In connection with the ATM Program, the Company entered into the (i) 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) amended and restated equity distribution agreements, each dated May 26, 2021, with each of Citizens JMP Securities, LLC (“Citizens”) and B. Riley Securities, Inc. (“B. Riley”) (the “Amended and Restated Agreements” and, together with the Third Amended and Restated Agreements, in each case as amended on each of August 3, 2021, November 2, 2021, August 2, 2022, May 21, 2024, October 30, 2024, and May 19, 2026, the “Current Equity Distribution Agreements”).

On August 7, 2026, the Company added RBC Capital Markets, LLC (“RBC Capital Markets” and, together with Jefferies, Raymond James, Citizens and B. Riley, the “Sales Agents”) as an additional sales agent to the ATM Program. In connection therewith, on August 7, 2026, the Company entered into an equity distribution agreement with RBC Capital Markets (the “RBC Agreement” and, together with the Current Equity Distribution Agreements, collectively, the “Equity Distribution Agreements”). The Equity Distribution Agreements with each of the Sales Agents are on substantially the same terms and conditions as one another. Under the Equity Distribution Agreements, 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 August 7, 2026, 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 and the ATM Program are set forth in the Company’s prospectus supplement, dated October 30, 2024, relating to the Shares (including the accompanying 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”), supplement no. 6 to the ATM Prospectus Supplement, dated May 19, 2026 (“Supplement No. 6”), and supplement no. 7 to the ATM Prospectus Supplement, dated August 7, 2026 (“Supplement No. 7” and together with the ATM Prospectus Supplement, Supplement No. 1, Supplement No. 2, Supplement No. 3, Supplement No. 4, Supplement No. 5, and Supplement No. 6, 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 RBC Agreement is not complete and is qualified in its entirety by reference to the full text of the RBC Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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
10.1
Equity Distribution Agreement, dated August 7, 2026, between Capital Southwest Corporation and RBC Capital Markets, LLC
104Cover 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: August 7, 2026
By:/s/ Michael S. Sarner
Name: Michael S. Sarner
Title:   President and Chief Executive Officer





Filing Exhibits & Attachments

4 documents