FS KKR amends Schedule 14D-9 on $150M tender offer

Rhea-AI Filing Summary

FS KKR Capital Corp. files Amendment No. 4 to its Schedule 14D-9 relating to a tender offer by KKR Alternative Assets L.P. to purchase up to $150,000,000 in aggregate amount of common stock at $11.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal.

The Amendment states the Offer expired at 11:59 p.m., New York City time, on June 11, 2026 and that the Company was advised by the Purchaser of preliminary results of the Offer. This filing supplements the Schedule 14D-9 previously filed on May 12, 2026 and amended on May 22, 2026, June 2, 2026 and June 5, 2026.

Insights

Corporate Transactions Attorney

Amendment confirms expiration of a $150,000,000 tender offer at $11.00 per share.

The filing amends the Schedule 14D-9 and reiterates that the Offer was made pursuant to the Offer to Purchase and Letter of Transmittal. It records that the Offer expired at June 11, 2026 and that the Company received preliminary results from the Purchaser.

Key qualifiers—"upon the terms and subject to the conditions"—remain attached to the Offer. The final, certified results and any subsequent actions will depend on the Purchaser's formal notice and any post-offer procedures described in the Offer documents.

Investor Relations Analyst

Administrative update; no new financials or proceeds allocation disclosed.

The Amendment references the original tender offer size of $150,000,000 at $11.00 per Share and provides the Offer expiration timestamp. It does not disclose accepted share counts, proceeds distribution, or next steps.

Subsequent filings or Purchaser notices are the appropriate sources for final acceptance totals and any settlement details; timing and cash‑flow treatment are not provided in this excerpt.

Key Figures

Tender offer size: $150,000,000 Offer price: $11.00 per Share Offer expiration: 11:59 p.m., June 11, 2026 +3 more

6 metrics

Tender offer size $150,000,000 aggregate amount of common stock in the Offer

Offer price $11.00 per Share price per Share stated in the Offer to Purchase

Offer expiration 11:59 p.m., June 11, 2026 expiration time and date of the Offer

Original Schedule 14D-9 filing May 12, 2026 date the Schedule 14D-9 was originally filed

Prior amendment dates May 22, 2026; June 2, 2026; June 5, 2026 dates of Amendments No. 1–3 referenced in the Amendment

Amendment date June 12, 2026 date indicated on Amendment No. 4 signature block

Key Terms

Schedule 14D-9, Offer to Purchase, Letter of Transmittal

3 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act"

Schedule 14D-9 is a filing with the U.S. Securities and Exchange Commission in which a company publicly states its response and recommendation to an outside bid to buy its shares (a tender offer). Think of it as the company’s advisory note to shareholders explaining whether to sell, keep, or seek alternatives, and why, with facts and reasoning. Investors rely on it to gauge management’s view of the offer’s fairness and the likely impact on value and strategy.

Offer to Purchase financial

"terms set forth in the Offer to Purchase dated May 12, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

Letter of Transmittal regulatory

"related Letter of Transmittal (as amended or supplemented to date)"

A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.

FAQ

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

What did FS KKR Capital Corp.'s Amendment No. 4 (SC 14D-9/A) state?

It supplements the Schedule 14D-9 and confirms the Purchaser's tender offer of $150,000,000 at $11.00 per Share. The Amendment notes the Offer expired at 11:59 p.m. on June 11, 2026 and that preliminary results were provided.

Who is the Purchaser in the tender offer referenced by FS KKR (FSK)?

The Purchaser is KKR Alternative Assets L.P.. The Offer to Purchase and related Letter of Transmittal set the terms to buy up to $150,000,000 aggregate amount of common stock at $11.00 per Share.

When did the original Schedule 14D-9 and prior amendments file for FS KKR?

The Schedule 14D-9 was filed on May 12, 2026, with amendments on May 22, 2026, June 2, 2026, and June 5, 2026. Amendment No. 4 is dated June 12, 2026 in this excerpt.

Did Amendment No. 4 disclose the final number of shares accepted in the Offer?

No. Amendment No. 4 states the Offer expired and that the Company was advised of preliminary results, but it does not disclose accepted share counts or final settlement details in the provided excerpt.

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

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Accepted by SEC EDGAR 06/12/2026 - 04:59 PM Learn about SEC filing dates

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

FS KKR Capital Corp.
(Name of Subject Company)

FS KKR Capital Corp.
(Names of Persons Filing Statement)

COMMON STOCK, $0.001 PAR VALUE PER SHARE
(Title of Class of Securities)

302635 206
(CUSIP Number of Class of Securities)

Michael C. Forman

Chairman and Chief Executive Officer

FS KKR Capital Corp.

3025 JFK Boulevard, OFC 500

Philadelphia, PA 19104

(215) 495-1150

(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)

With copies to:

Stephen S. Sypherd
General Counsel and Secretary
FS KKR Capital Corp.
3025 JFK Boulevard, OFC 500
Philadelphia, PA 19104
(215) 495-1150 Eric S. Siegel, Esq.
Clay Douglas, Esq.
Dechert LLP
Cira Centre
2929 Arch Street
Philadelphia, PA 19104
Tel: (215) 994-4000

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by FS KKR Capital Corp. (the “Company”), a Maryland corporation, with the Securities and Exchange Commission (the “SEC”) on May 12, 2026, as amended by Amendment No. 1 filed with the SEC on May 22, 2026, Amendment No. 2 filed with the SEC on June 2, 2026 and Amendment No. 3 filed with the SEC on June 5, 2026 (as amended, the “Schedule 14D-9”), relating to the tender offer by KKR Alternative Assets L.P. (the “Purchaser”), a Delaware limited partnership, to purchase up to $150,000,000 in aggregate amount of the Company’s common stock, par value $0.001 per share (the “Shares”), at a price equal to $11.00 per Share, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 12, 2026 (as amended or supplemented to date, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented to date, the “Letter of Transmittal”), which, together with any amendments or supplements thereto, collectively constitute the “Offer”.

The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on May 12, 2026, by the Purchaser (as amended or supplemented from time to time).

Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule 14D-9. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Schedule 14D-9.

ITEM 8. ADDITIONAL INFORMATION

Item 8. “Additional Information” of the Schedule 14D-9 is amended and supplemented by adding the following disclosure immediately before the heading “Cautionary Statement Regarding Forward-Looking Statements”:

“Expiration of Offer Period/Preliminary Results

The Offer expired at 11:59 p.m., New York City time, on June 11, 2026. In connection with the expiration of the Offer, the Company has been advised by the Purchaser of the following preliminary results of the Offer:

· Based on the preliminary count by the Depositary, a total of approximately 17,993,004 Shares were validly tendered and received, and not properly withdrawn at or before the Expiration Date.

· In accordance with the terms and conditions of the Offer and based on the preliminary count by the Depositary, the Purchaser expects to accept for payment, at a purchase price of $11.00 per Share, 13,636,363 Shares validly tendered and not properly withdrawn at or before the Expiration Date, at an aggregate purchase price of approximately $149,999,993, excluding fees and expenses relating to the Offer.

· Since the Offer is oversubscribed, the Purchaser expects to accept the Shares on a pro rata basis and has been informed by the Depositary that the preliminary proration factor for the Offer is 75.787%.”

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	FS KKR Capital Corp.
	By:	/s/ Stephen Sypherd
	Name:	Stephen Sypherd
	Title:	General Counsel and Secretary

Dated: June 12, 2026

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