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  4. [8-K] FIDUS INVESTMENT Corp Reports Material Event

Fidus sells 6.625% 2029 notes to refinance 2026 debt

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fidus Investment Corporation has issued $120.0 million of 6.625% senior unsecured notes due June 1, 2029 in a private placement and plans to use the approximately $117.6 million in net proceeds, together with cash, to redeem its $125.0 million 3.50% notes due 2026. The new 2029 notes were sold at 99.45% of principal, carry semi-annual interest starting December 1, 2026, and rank pari passu with other unsecured unsubordinated debt while being effectively and structurally subordinated to secured and subsidiary obligations. Fidus entered a Registration Rights Agreement requiring it to complete an exchange offer for registered notes within 365 days of initial issuance or pay additional interest. The company has called the 3.50% 2026 notes for full redemption on June 29, 2026 at 100% of principal plus accrued interest and a make-whole premium.

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Insights

Fidus refinances near-term notes by issuing longer-dated, higher-coupon debt.

Fidus Investment Corporation sold $120.0 million of 6.625% senior unsecured notes due June 1, 2029 and will use about $117.6 million of net proceeds plus cash to redeem $125.0 million of 3.50% notes due 2026. This pushes out debt maturity while increasing the coupon.

The 2029 notes price at 99.45% of par and pay interest semi-annually, ranking pari passu with other unsecured unsubordinated debt but effectively subordinated to secured borrowings and structurally subordinated to subsidiary obligations. A Registration Rights Agreement obligates Fidus to complete an exchange for registered notes within 365 days or pay additional interest.

The redemption of the 2026 notes on June 29, 2026 at 100% of principal plus accrued interest and a make-whole premium removes the nearer-term maturity. Actual impact on interest expense and leverage will depend on broader balance sheet details not included in this excerpt.

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
New notes principal $120.0 million Aggregate principal amount of 6.625% notes due 2029
Coupon on new notes 6.625% per year Interest rate on 2029 senior unsecured notes
Net proceeds $117.6 million Net from 2029 notes after $1.5M fee and ~$0.3M expenses
Old notes redeemed $125.0 million Aggregate principal of 3.50% notes due 2026 to be redeemed
Coupon on old notes 3.50% Interest rate on notes due 2026
Issue price 99.45% of par Offering price of 2029 notes
Accrued interest on redemption $534,722.22 Approximate accrued interest on 2026 notes being redeemed
Exchange offer deadline 365 days Maximum time after initial issuance to consummate exchange offer
Registration Rights Agreement regulatory
"the Company entered into a Registration Rights Agreement, dated as of May 29, 2026"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
make-whole premium financial
"may be redeemed ... at par plus a “make-whole” premium, and thereafter at par"
A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.
pari passu financial
"rank pari passu with the Company’s other outstanding and future unsecured, unsubordinated indebtedness"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
structurally subordinated financial
"structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries"
A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.
Comparable Treasury Issue financial
"“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer"
Treasury Rate financial
"“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity"
The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new debt did Fidus Investment Corporation (FDUS) issue in May 2026?
Fidus issued $120.0 million of 6.625% senior unsecured notes due June 1, 2029 in a private placement. The notes were sold at 99.45% of principal and pay interest semi-annually starting December 1, 2026.

How will Fidus Investment Corporation use the proceeds from the 6.625% 2029 notes?
Fidus plans to use approximately $117.6 million in net proceeds, together with cash, to fully redeem $125.0 million of its 3.50% notes due 2026. This transaction shifts its debt maturity from 2026 to 2029.

What are the key terms of Fidus Investment Corporation’s 6.625% 2029 notes?
The 2029 notes mature on June 1, 2029, pay 6.625% interest semi-annually each June 1 and December 1, and are direct unsecured obligations. They rank pari passu with other unsecured unsubordinated debt and are effectively subordinated to secured borrowings.

When and on what terms will Fidus redeem its 3.50% notes due 2026?
Fidus will redeem $125.0 million of its 3.50% notes due 2026 on June 29, 2026 at 100% of principal. Holders also receive accrued and unpaid interest to, but excluding, the redemption date plus a make-whole premium.

What registration obligations does Fidus Investment Corporation have for the 2029 notes?
Under a Registration Rights Agreement, Fidus must file a registration statement and use commercially reasonable efforts to exchange the 2029 notes for registered notes within 365 days of initial issuance. Failure triggers additional interest payments on the 2029 notes.

How much interest will accrue on the 3.50% notes being redeemed by Fidus?
The notice of redemption states that aggregate accrued interest on the $125,000,000 of 3.50% notes being redeemed will be approximately $534,722.22, payable on the June 29, 2026 redemption date in addition to principal and the make-whole premium.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false0001513363 0001513363 2026-05-29 2026-05-29 iso4217:USD
 
 
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 29, 2026
 
 
Fidus Investment Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Maryland
  
814-00861
  
27-5017321
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
1603 Orrington Avenue
,
Suite 1005
,
Evanston
,
Illinois
  
60201
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s telephone number, including area code:
847
-
859-3940
Not Applicable
(Former name or former address, if changed since last report.)
 
 
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:
 
☐
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, par value $0.001 per share
  
FDUS
  
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 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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
In connection with the issuance and sale of the 6.625% Senior Unsecured Notes due June 1, 2029 (the “2029 Notes” and the issuance and sale of the 2029 Notes, the “Offering”) of Fidus Investment Corporation (the “Company”), the Company entered into a Registration Rights Agreement, dated as of May 29, 2026 (the “Registration Rights Agreement”), with the institutional purchasers in the Offering (the “Purchasers”). Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission a registration statement with respect to an offer to exchange the 2029 Notes for a new issue of debt securities registered under the Securities Act of 1933, as amended (the “Securities Act”), with terms substantially identical to those of the 2029 Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the 2029 Notes. If the Company fails to satisfy its registration obligations under the Registration Rights Agreement, the Company will be required to pay additional interest to the holder of the 2029 Notes.
The description above is only a summary of the material provisions of the Registration Rights Agreement and is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 4.1 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 contained in Items 1.01 and 8.01 of this Current Report on
Form 8-K
is incorporated by reference in this Item 2.03.
 
Item 8.01
Other Events.
Note Purchase Agreement
On May 29, 2026, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with the Purchasers, which Note Purchase Agreement relates to the Company’s sale of $
120.0
 million in aggregate principal amount of the 2029 Notes to the Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act. The Company is relying upon this exemption from registration based in part on representations made by the Purchasers. The Note Purchase Agreement also includes customary representations, warranties and covenants by the Company. The 2029 Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The 2029 Notes will mature on June 1, 2029 and may be redeemed in whole or in part at the Company’s option at any time prior to March 1, 2029 at par plus a “make-whole” premium, and thereafter at par. The 2029 Notes bear interest at a rate of 6.625% per year payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2026. The 2029 Notes are the Company’s direct unsecured obligations and rank:
pari passu
 with the Company’s other outstanding and future unsecured, unsubordinated indebtedness; senior to any of the Company’s future indebtedness that expressly provides it is subordinated to the 2029 Notes; effectively subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured in respect of which the Company has granted or subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries.
The closing of the private placement occurred on May 29, 2026. The net proceeds from the sale of the 2029 Notes were approximately $117.6 million, based on an offering price of 99.45% per Note, after deducting the placement agent fee of $1.5 million and estimated offering expenses of approximately $0.3 million, each payable by the Company. The Company intends to use the net proceeds from the Offering together with cash to fully redeem the Company’s outstanding 3.50% Notes due 2026 (CUSIP No. 316500 AC1) (the “2026 Notes”).
Redemption of 2026 Notes
On May 29, 2026, the Company caused notices to be issued to the holders of the 2026 Notes regarding the Company’s exercise of its option to redeem, in full, $125.0 million in aggregate principal amount of the issued and outstanding 2026 Notes, pursuant to Section 1104 of the Base Indenture and Section 1.01(h) of the Fifth Supplemental Indenture, dated as of October 8, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Company will redeem $125.0 million in aggregate principal amount of the issued and outstanding 2026 Notes on June 29, 2026 (the “Redemption Date”). The redemption price for the 2026 Notes equals 100% of the $125.0 million aggregate principal amount of the 2026 Notes being redeemed on the Redemption Date, plus (i) accrued and unpaid interest to, but excluding, the Redemption Date and (ii) a “make-whole” premium. A copy of the notice of redemption of the 2026 Notes is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 
EXHIBIT
NUMBER
   
DESCRIPTION
4.1    Registration Rights Agreement, dated as of May 29, 2026 by and among Fidus Investment Corporation and the institutional purchasers party thereto.
99.1    Notice of Redemption of 3.50% Notes due 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.
 
Date: May 29, 2026
    
Fidus Investment Corporation
    By  
: /s/ Shelby E. Sherard
    Shelby E. Sherard
    Chief Financial Officer and Secretary

Exhibit 99.1

NOTICE OF REDEMPTION TO THE HOLDERS OF THE

3.50% Notes due 2026

of Fidus Investment Corporation

(CUSIP No. 316500 AC1)*

Redemption Date: June 29, 2026

NOTICE IS HEREBY GIVEN, pursuant to Section 1104 of the indenture, dated as of February 2, 2018 (the “Base Indenture”), by and between Fidus Investment Corporation, a Maryland corporation (the “Company”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) (the “Trustee), and Section 1.01(h) of the fifth supplemental indenture, dated as of October 8, 2021, by and between the Company and the Trustee (the “Fifth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), that the Company is electing to exercise its option to redeem, in part, the 3.50% Notes due 2026 (the “Notes”). The Company will redeem $125,000,000 in aggregate principal amount of the issued and outstanding Notes on June 29, 2026 (the “Redemption Date”). The redemption price for the Notes equals 100% of the $125,000,000 aggregate principal amount of the Notes being redeemed, plus (i) the accrued and unpaid interest thereon through, but excluding, the Redemption Date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the Redemption Date) on the Notes to be redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points (the “make-whole premium” and together with the accrued and unpaid interest payable, the “Redemption Price”) (for the avoidance of doubt, the foregoing Redemption Price will be calculated based on the assumption that the principal amount of the Notes was due on August 15, 2026, and that the final interest payment on the Notes was for the period from and including May 15, 2026, to but excluding August 15, 2026). The aggregate accrued interest on the Notes being redeemed that is payable on the Redemption Date will be approximately $534,722.22. For purposes of calculating the make-whole premium that is payable on the Redemption Date, the following terms have the meanings set forth below:

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financing practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes being redeemed.

“Comparable Treasury Price” means (1) the average of the Reference Treasury Dealer Quotations for the Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Quotation Agent” means a Reference Treasury Dealer selected by the Company.

“Reference Treasury Dealer” means each of any four primary U.S. government securities dealers selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third business day preceding such Redemption Date. All determinations made by any Reference Treasury Dealer, including the Quotation Agent, with respect to determining the Redemption Price will be final and binding absent manifest error.

“Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield-to-maturity of the Comparable Treasury Issue (computed as of the third business day immediately preceding the redemption), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Redemption Price and the Treasury Rate will be determined by the Company.

On the Redemption Date, the Redemption Payment will become due and payable to the holders of the Notes (the “Holders”). Interest on the $125,000,000 in principal amount of Notes being redeemed will cease to accrue on and after the Redemption Date. Unless the Company defaults in paying the Redemption Payment with respect to such Notes, the only remaining right of the Holders with respect to such Notes will be to receive payment of the Redemption Payment upon presentation and surrender of such Notes to the Trustee in its capacity as Paying Agent. Notes held in book-entry form will be redeemed and the Redemption Payment with respect to such Notes will be paid in accordance with the applicable procedures of The Depository Trust Company.

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Indenture.

Questions relating to this notice of redemption should be directed to U.S. Bank Trust Company, National Association via telephone at 1-800-934-6802. Payment of the Redemption Payment to the Holders will be made upon presentation and surrender of the Notes in the following manner:

 

If by Mail, Hand or Overnight Mail:

U.S. Bank Trust Company, National

Association

Corporate Trust Services

111 Fillmore Avenue E.

St. Paul, MN 55107

*The CUSIP number has been assigned to this issue by organizations not affiliated with the Company or the Trustee and is included solely for the convenience of the Holders. Neither the Company nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the Notes or as indicated in this Notice of Redemption.

NOTICE

Under U.S. federal income tax law, the Trustee or other withholding agent may be required to backup withhold at a rate of twenty-four percent (24%) on any gross payment to a holder who is not otherwise exempt from backup withholding, such as a corporation, and who fails to provide a taxpayer identification number and other required certifications. To avoid backup withholding, please complete a Form W-9 or an appropriate Form W-8, as applicable, which should be furnished in connection with the presentment and surrender of the Notes called for redemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided that such holder timely provides certain required information to the Internal Revenue Service. Holders should consult their tax advisors regarding the withholding and other tax consequences of the redemption.

 

   Fidus Investment Corporation
Dated: May 29, 2026   

By: U.S. Bank Trust Company, National Association, as Trustee

and Paying Agent

Source: View Original Filing on SEC EDGAR

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