FS KKR Capital sells $900M 7.500% notes

FS KKR Capital Corp. entered into an underwriting agreement on June 1, 2026 for the issuance and sale of $900,000,000 aggregate principal amount of its 7.500% Notes due 2031.

Rhea-AI Filing Summary

FS KKR Capital Corp. entered into an underwriting agreement on June 1, 2026 for the issuance and sale of $900,000,000 aggregate principal amount of its 7.500% Notes due 2031. The notes are being offered under the company’s effective shelf registration statement on Form N-2.

The transaction is being led by a syndicate of underwriters represented by BofA Securities, BMO Capital Markets, J.P. Morgan Securities, KKR Capital Markets, RBC Capital Markets and SMBC Nikko Securities America. Detailed terms are set out in the underwriting agreement, which is filed as an exhibit to this report.

Insights

Credit & capital structure analyst

FS KKR raises $900M via 7.500% notes due 2031 under its shelf.

FS KKR Capital Corp. is issuing $900,000,000 of 7.500% Notes due 2031 through an underwriting syndicate. The notes are offered under an effective shelf registration on Form N-2, using preliminary and final prospectus supplements dated June 1, 2026.

This transaction adds fixed-rate debt maturing in 2031, but the excerpt does not describe covenants, ranking, or use of proceeds. Actual balance-sheet impact will depend on how the company allocates the funds and how this issuance fits with existing leverage when more detail is available.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Notes offering size: $900,000,000 aggregate principal amount Coupon rate: 7.500% Maturity year: 2031 +2 more

5 metrics

Notes offering size $900,000,000 aggregate principal amount 7.500% Notes due 2031

Coupon rate 7.500% Interest rate on Notes due 2031

Maturity year 2031 Stated maturity of 7.500% notes

Shelf registration number Registration No. 333-282226 Form N-2 shelf used for the offering

Underwriting agreement date June 1, 2026 Date underwriting agreement was entered

Key Terms

Underwriting Agreement, aggregate principal amount, shelf registration statement, Form N-2, +1 more

5 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

aggregate principal amount financial

"issuance and sale of $900,000,000 aggregate principal amount of the Company’s 7.500% Notes"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

shelf registration statement regulatory

"The Offering was made pursuant to the Company’s effective 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.

Form N-2 regulatory

"effective shelf registration statement on Form N-2 (Registration No. 333-282226)"

Form N-2 is a U.S. Securities and Exchange Commission filing that investment companies use to register and describe closed-end funds and certain management companies for public investors. It lays out the fund’s purpose, fees, risks, portfolio policies and management team—like a detailed product label for a financial product—so investors can compare offerings, understand costs and risks, and make informed decisions before buying shares.

prospectus supplement financial

"as supplemented by a preliminary prospectus supplement dated June 1, 2026 and a final prospectus supplement"

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.

FAQ

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

What debt securities is FS KKR Capital Corp. (FSK) issuing in this 8-K?

FS KKR Capital Corp. is issuing $900,000,000 aggregate principal amount of 7.500% Notes due 2031. These fixed-rate notes are offered under an effective shelf registration, with detailed terms set forth in an underwriting agreement filed as an exhibit.

What is the interest rate and maturity on FS KKR Capital Corp.’s new notes?

The new FS KKR Capital Corp. notes carry a 7.500% interest rate and mature in 2031. This creates long-dated, fixed-rate funding for the company, with specific payment terms governed by the prospectus supplements and the underwriting agreement.

How large is FS KKR Capital Corp.’s 7.500% Notes due 2031 offering?

The offering totals $900,000,000 in aggregate principal amount of 7.500% Notes due 2031. This sizeable issuance is conducted through a syndicate of underwriters and uses the company’s existing Form N-2 shelf registration framework.

Under what registration statement is FS KKR Capital Corp. selling the new notes?

The notes are being sold under FS KKR Capital Corp.’s effective shelf registration statement on Form N-2, Registration No. 333-282226. The transaction is further detailed in a preliminary prospectus supplement and a final prospectus supplement, both dated June 1, 2026.

Which banks are underwriting FS KKR Capital Corp.’s $900 million notes offering?

BofA Securities, BMO Capital Markets, J.P. Morgan Securities, KKR Capital Markets, RBC Capital Markets and SMBC Nikko Securities America act as representatives of the underwriters. They are parties to the June 1, 2026 underwriting agreement with FS KKR Capital Corp. and FS/KKR Advisor.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:56 PM Learn about SEC filing dates

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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): June 1, 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 1.01. Entry into a Material Definitive Agreement.

On June 1, 2026, FS KKR Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, FS/KKR Advisor, LLC and BofA Securities, Inc., BMO Capital Markets Corp, J.P. Morgan Securities LLC, KKR Capital Markets LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Schedule A thereto, in connection with the issuance and sale of $900,000,000 aggregate principal amount of the Company’s 7.500% Notes due 2031 (the “Offering”).

The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333-282226), previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated June 1, 2026 and a final prospectus supplement to be dated June 1, 2026.

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 filed with this report as Exhibit 1.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER		DESCRIPTION
1.1		Underwriting Agreement, dated June 1, 2026, by and among FS KKR Capital Corp., FS/KKR Advisor, LLC and BofA Securities, Inc., BMO Capital Markets Corp., J.P. Morgan Securities LLC, KKR Capital Markets LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the underwriters named in Schedule A thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 2, 2026	By:	/s/ Stephen Sypherd
		Stephen Sypherd
		General Counsel and Secretary

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EXHIBIT 1.1 229.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB