Fidus Investment (NASDAQ: FDUS) lifts ATM share program limit to $400M

Rhea-AI Filing Summary

Fidus Investment Corporation amended its existing at-the-market stock offering program, raising the maximum amount of common shares that may be sold from $300.0 million to $400.0 million.

The company may sell shares from time to time through Fidus Investment Advisors, Raymond James and B. Riley under an equity distribution agreement. As of March 2, 2026, approximately $134.8 million of common stock remained available for sale under this program.

FIDUS INVESTMENT Corp false 0001513363 0001513363 2026-03-02 2026-03-02

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): March 2, 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)		(I.R.S. Employer Identification Number)

1603 Orrington Avenue, Suite 1005

Evanston, Illinois 60201

(Address of Principal Executive Offices, Including Zip Code)

(847) 859-3940

(Registrant’s Telephone Number, Including Area Code)

N/A

(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 (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		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 (CFR §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 November 10, 2022, Fidus Investment Corporation (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through the Sales Agents (as defined below), shares of the Company’s common stock, par value $0.001 per share (the “Shares”).

On March 2, 2026, the Company increased the maximum amount of Shares to be sold through the ATM Program to $400.0 million from $300.0 million. In connection with the upsize of the ATM Program, the Company entered into amendment no. 3 (“Amendment No. 3”) to the equity distribution agreement, dated November 10, 2022 (the “Equity Distribution Agreement”) with Fidus Investment Advisors, LLC, Raymond James & Associates, Inc. (“Raymond James”) and B. Riley Securities, Inc. (“B. Riley” and together with Raymond James, the “Sales Agents”). Under the Equity Distribution Agreement, as amended by Amendment No. 3, the Company may, but has no obligation to, issue and sell up to $400.0 million in aggregate amount of Shares in the ATM Program, from time to time through the Sales Agents, or to them, as principal for their own account. As of March 2, 2026 and after giving effect to Amendment No. 3, up to approximately $134.8 million in aggregate amount of the Shares will remain available for sale under the ATM Program.

Further details regarding the Equity Distribution Agreement, as amended by Amendment No. 3, and the ATM Program are set forth in the Company’s prospectus supplement, dated March 2, 2026, relating to the Shares (including the accompanying prospectus, dated February 27, 2026, 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 Amendment No. 3 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 3, which is attached hereto as Exhibit 10.1 and is 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. 333-293856) 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		Amendment No. 3, dated March 2, 2026, to Equity Distribution Agreement by and among Fidus Investment Corporation and Fidus Investment Advisors, LLC, on the one hand, and Raymond James & Associates, Inc. and B. Riley Securities, Inc., on the other hand
23.1		Consent of Eversheds Sutherland (US) LLP (contained in Exhibit 5.1 hereto)
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: March 2, 2026				Fidus Investment Corporation
				By:		/s/ Shelby E. Sherard
						Shelby E. Sherard
						Chief Financial Officer and Secretary

FAQ

What change did Fidus Investment Corporation (FDUS) announce to its ATM program?

Fidus Investment Corporation increased the size of its at-the-market stock offering program to $400.0 million from $300.0 million. This allows the company to sell additional common shares over time through designated sales agents under its existing equity distribution agreement.

How much capacity remains under Fidus Investment Corporation’s ATM program?

As of March 2, 2026, approximately $134.8 million in aggregate amount of common shares remained available for sale under Fidus Investment Corporation’s at-the-market program, following the increase in the program’s overall size to $400.0 million.

Which firms act as sales agents under Fidus Investment Corporation’s ATM program?

The at-the-market program uses Fidus Investment Advisors, LLC, Raymond James & Associates, Inc. and B. Riley Securities, Inc. as sales agents. They may sell Fidus’s common stock either as agents or as principals for their own accounts.

Under what registration statement will Fidus sell shares in the ATM program?

Shares under the at-the-market program will be issued pursuant to Fidus Investment Corporation’s shelf registration statement on Form N-2 (File No. 333-293856) and a related prospectus and prospectus supplement describing the common stock offering.

Did Fidus Investment Corporation sign a new agreement for the ATM increase?

Fidus Investment Corporation entered into Amendment No. 3 to its existing equity distribution agreement. This amendment reflects the increased $400.0 million capacity while keeping the same sales agents and overall at-the-market program structure in place.

Does the ATM program require Fidus Investment Corporation to sell shares?

Under the amended equity distribution agreement, Fidus Investment Corporation may, but is not required to, issue and sell up to $400.0 million of common shares. Sales can occur from time to time depending on company decisions and market conditions.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 19.3 KB

Other Documents

• EX-5.1 EX-5.1 14.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB