How is the FS KKR Capital (FSK) preferred stock deal related to the tender offer?

The Purchaser concurrently announced a third-party tender offer for up to $150,000,000 of FS KKR Capital common stock. Closing of the $150,000,000 preferred stock purchase is conditioned on the tender offer’s expiration, aligning the preferred investment with that common stock transaction.

FS KKR Capital plans $150M convertible preferred sale

FS KKR Capital Corp. has agreed to issue $150,000,000 of newly created cumulative convertible perpetual preferred stock to KKR Alternative Assets L.P. under a purchase agreement dated May 10, 2026.

Filing Impact

(Moderate)

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Form Type

8-K

Rhea-AI Filing Summary

FS KKR Capital Corp. has agreed to issue $150,000,000 of newly created cumulative convertible perpetual preferred stock to KKR Alternative Assets L.P. under a purchase agreement dated May 10, 2026. The preferred stock is a series of the company’s preferred shares with a par value of $0.001 per share.

Closing is conditioned on the expiration of the Purchaser’s third-party tender offer for up to $150,000,000 of FS KKR Capital common stock, customary closing conditions and expiration or termination of the Hart-Scott-Rodino waiting period. The preferred shares are being sold in a private offering relying on Section 4(a)(2) of the Securities Act and will not be registered under federal or state securities laws.

Insights

FS KKR Capital structures a $150M private convertible preferred deal tied to a tender offer.

FS KKR Capital Corp. agreed to sell $150,000,000 of cumulative convertible perpetual preferred stock to KKR Alternative Assets L.P. in a private transaction under Section 4(a)(2) of the Securities Act. This adds a new layer of preferred capital with conversion features.

Closing depends on the Purchaser’s third-party tender offer for up to $150,000,000 of common stock, standard closing conditions and Hart-Scott-Rodino antitrust clearance. The structure links new preferred funding to a concurrent share transaction in the common stock, so actual effects will hinge on tender offer outcomes and regulatory timing.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Preferred stock investment: $150,000,000 Tender offer size: $150,000,000 Preferred par value: $0.001 per share +1 more

4 metrics

Preferred stock investment $150,000,000 Aggregate amount of cumulative convertible perpetual preferred stock to be purchased

Tender offer size $150,000,000 Maximum aggregate amount of FS KKR Capital common stock in concurrent third-party tender offer

Preferred par value $0.001 per share Par value of the new series of cumulative convertible perpetual preferred stock

Business day timing 11th business day Expected closing day following expiration of the tender offer

Key Terms

cumulative convertible perpetual preferred stock, third-party tender offer, Section 4(a)(2) of the Securities Act, Hart-Scott-Rodino Antitrust Improvements Act of 1976, +1 more

5 terms

cumulative convertible perpetual preferred stock financial

"the Purchaser has agreed to purchase $150,000,000 in newly issued shares of the Company’s cumulative convertible perpetual preferred stock"

A cumulative convertible perpetual preferred stock is a hybrid investment that behaves like a long‑term share paying regular fixed payouts, where any missed payments pile up and must be paid later (cumulative), can be switched into common shares under set rules (convertible), and has no fixed maturity date (perpetual). It matters to investors because it offers steadier income and higher payout priority than common stock while preserving the potential upside of converting to ordinary shares, though conversion can dilute existing owners—think of it as a mix between a bond’s steady coupons and a stock’s growth option.

third-party tender offer financial

"the Purchaser’s concurrently announced third-party tender offer (the “Tender Offer”) for up to $150,000,000 in aggregate amount of shares"

Section 4(a)(2) of the Securities Act regulatory

"The shares of Convertible Preferred Stock were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory

"the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended"

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

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

What transaction did FS KKR Capital Corp. (FSK) disclose in this 8-K?

FS KKR Capital Corp. disclosed a purchase agreement with KKR Alternative Assets L.P. for $150,000,000 of newly issued cumulative convertible perpetual preferred stock. The deal creates a new series of preferred shares with a $0.001 par value, subject to specified closing conditions.

How large is the preferred stock investment in FS KKR Capital Corp. (FSK)?

The Purchaser agreed to buy $150,000,000 of FS KKR Capital’s cumulative convertible perpetual preferred stock. This entire amount represents newly issued preferred shares under a single purchase agreement dated May 10, 2026, between the company and KKR Alternative Assets L.P.

What conditions must be satisfied before FS KKR Capital (FSK) closes the preferred stock sale?

Closing requires expiration of the Purchaser’s third-party tender offer for up to $150,000,000 of FS KKR Capital common stock, satisfaction of other customary closing conditions, and expiration or termination of the Hart-Scott-Rodino antitrust waiting period applicable to the transaction.

How is the FS KKR Capital (FSK) preferred stock offering being registered or exempted?

The preferred shares are offered in reliance on Section 4(a)(2) of the Securities Act, meaning they are sold through a private placement. They have not been registered and cannot be offered or sold in the United States without registration or a valid exemption from registration.

Where can investors find more detail on FS KKR Capital’s (FSK) purchase agreement?

Key terms are summarized in Item 1.01 of a prior report, which is incorporated by reference. The full Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K, with certain exhibits or schedules omitted but available to the SEC upon request.

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Accepted by SEC EDGAR 05/12/2026 - 04:47 PM

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 10, 2026

FS KKR Capital Corp.

(Exact name of Registrant as specified in its charter)

Maryland

814-00757

26-1630040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3025 JFK Boulevard, OFC 500

Philadelphia, Pennsylvania

19104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(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		FSK		New York Stock Exchange

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 3.02.

Unregistered Sales of Equity Securities.

As previously disclosed under cover of a Current Report on Form 8-K filed by FS KKR Capital Corp. (the “Company”) on May 11, 2026 (the “Previous Report”), the Company entered into a purchase agreement (the “Purchase Agreement”) with KKR Alternative Assets L.P., a Delaware limited partnership (the “Purchaser”), on May 10, 2026, pursuant to which the Purchaser has agreed to purchase $150,000,000 in newly issued shares of the Company’s cumulative convertible perpetual preferred stock (the “Convertible Preferred Stock”). The Convertible Preferred Stock will be a series of the Company’s preferred stock, par value $0.001 per share.

The closing of the purchase is subject to the expiration of the Purchaser’s concurrently announced third-party tender offer (the “Tender Offer”) for up to $150,000,000 in aggregate amount of shares of the Company’s common stock, par value $0.001 per share, and other customary closing conditions and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and is expected to occur on the 11th business day following the expiration of the Tender Offer.

The shares of Convertible Preferred Stock were offered in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). These securities have not and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, as applicable.

For additional information regarding the Convertible Preferred Stock and the Purchase Agreement, see Item 1.01 of the Previous Report. The description of the Convertible Preferred Stock and the Purchase Agreement in Item 1.01 of the Previous Report is incorporated by reference into this Item 3.02. The description above and incorporated by reference herein from the Previous Report is only a summary of the material provisions of the Purchase Agreement, and is qualified in its entirety by reference to the copy of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT NUMBER	DESCRIPTION

10.1*	Purchase Agreement, dated as of May 10, 2026, by and between the Company and KKR Alternative Assets L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2026)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*              Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and/or schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FS KKR Capital Corp.

Date: May 12, 2026	By:	/s/ Stephen Sypherd
		Stephen Sypherd
		General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

FS KKR Capital plans $150M convertible preferred sale

Rhea-AI Filing Summary