FS KKR amends Schedule 14D-9 after KKR tender expires

Rhea-AI Filing Summary

FS KKR Capital Corp. filed Amendment No. 5 to its Schedule 14D-9 to supplement its prior Solicitation/Recommendation Statement regarding the cash tender offer by KKR Alternative Assets L.P. to purchase up to $150,000,000 aggregate amount of common stock at $11.00 per share. 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 the final results.

Insights

Corporate Transactions Attorney

Amendment adds final-results notice after tender offer expiration

The amendment supplements the Schedule 14D-9 to state that the Offer expired at June 11, 2026 and that the Purchaser provided final results to the Company. The filing follows standard disclosure practice for post-offer updates.

Timing and numeric final results are referenced as received from the Purchaser; subsequent public filings or the Purchaser's Schedule TO amendment may contain the detailed tabulation.

Private Equity / M&A Analyst

Transaction terms reaffirmed: $150M capacity at $11.00 per share

The filing reiterates the Offer size of $150,000,000 and a per-share purchase price of $11.00. These are the operative terms disclosed in the amendment and prior materials described as the Offer.

Investor impact depends on the Purchaser's reported final uptake; check related Schedule TO or purchaser disclosures for the subscription level and consummation details.

Key Figures

Aggregate offer capacity: $150,000,000 Per-share purchase price: $11.00 per share Offer expiration: June 11, 2026 +1 more

4 metrics

Aggregate offer capacity $150,000,000 aggregate amount the Purchaser sought to purchase

Per-share purchase price $11.00 per share price offered in the Offer to Purchase

Offer expiration June 11, 2026 Offer expired at 11:59 p.m., New York City time

Schedule reference Schedule 14D-9 Amendment No. 5 amendment to the Solicitation/Recommendation Statement

Key Terms

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

4 terms

Schedule 14D-9 regulatory

"Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by FS KKR"

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 financial

"and in the 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.

Schedule TO regulatory

"Tender Offer Statement filed under cover of Schedule TO with the SEC on May 12, 2026"

A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.

FAQ

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

What does FS KKR's Amendment No. 5 state about the tender offer?

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 the final results. It supplements the Schedule 14D-9 previously filed on May 12, 2026.

What were the terms of KKR's tender offer disclosed in the amendment?

The Offer was described as a purchase of up to $150,000,000 in aggregate amount of common stock at a price equal to $11.00 per share, less applicable withholding taxes and without interest, per the Offer to Purchase referenced in the filing.

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

The Purchaser is disclosed as KKR Alternative Assets L.P., a Delaware limited partnership, which filed the Tender Offer Statement under Schedule TO referenced in the Schedule 14D-9 and related amendment disclosures.

Does Amendment No. 5 include the numeric final results of the Offer?

The amendment states the Company was advised by the Purchaser of the final results following expiration of the Offer on June 11, 2026; the provided excerpt does not include the numeric tabulation or subscription totals from that advisory.

How does this amendment relate to earlier Schedule 14D-9 filings by FS KKR?

This is Amendment No. 5 and it expressly amends and supplements the Schedule 14D-9 originally filed on May 12, 2026, and prior amendments dated May 22, June 2, June 5, and June 12, 2026, incorporating unchanged information unless superseded by this amendment.

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

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Accepted by SEC EDGAR 06/15/2026 - 04:10 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. 5)

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. 5 (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, Amendment No. 3 filed with the SEC on June 5, 2026 and Amendment No. 4 filed with the SEC on June 12, 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”:

“Final Results of Offer

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

· The Purchaser has accepted for purchase 13,636,363 Shares validly tendered and received, and not properly withdrawn at or before the Expiration Date, at a purchase price of $11.00 per Share for an aggregate purchase price of $149,999,993, excluding fees and expenses relating to the Offer.

· Since the Offer was oversubscribed, the Purchaser accepted the Shares on a pro rata basis and has been informed by the Depositary that the final proration factor for the Offer is 75.779%.”

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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 15, 2026

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