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Main Street Capital (MAIN) expands sales agents for 20M-share ATM stock program

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Main Street Capital Corporation updated its existing "at the market" equity offering program. On August 11, 2026, the company entered into new equity distribution agreements with Academy Securities, Inc. and SMBC Nikko Securities America, Inc., adding them as additional sales agents to its current group of agents. On the same date, Main Street and B. Riley Securities, Inc. agreed to terminate their prior equity distribution agreement.

Under the equity distribution agreements, Main Street may, but is not obligated to, issue and sell up to 20,000,000 shares of common stock, par value $0.01 per share, from time to time through the sales agents or to them as principal. These potential share sales are made under a prospectus supplement dated March 4, 2025 and a related prospectus dated February 28, 2025, which form part of Main Street’s effective shelf registration statement on Form N-2 (File No. 333-285405).

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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, and exhibit attachments filed with this report.
ATM capacity 20,000,000 shares Maximum common shares that may be issued and sold under the equity distribution agreements
Par value per share $0.01 per share Par value of Main Street Capital common stock eligible under the ATM program
Shelf registration file number 333-285405 Form N-2 shelf registration statement supporting the ATM equity offering
Prospectus date February 28, 2025 Date of the related base prospectus used for the ATM offering
Prospectus supplement date March 4, 2025 Date of the prospectus supplement for the ATM equity program
Agreement change date August 11, 2026 Effective date of adding new sales agents and terminating B. Riley agreement
equity distribution agreements financial
"entered into separate equity distribution agreements with each of Academy Securities"
at the market financial
"as additional Sales Agents under Main Street’s existing “at the market” program"
“At the market” describes a method companies use to sell newly issued shares directly into the open market at whatever the current trading price is, usually through a broker who places shares in small amounts over time. Investors care because it can reduce each existing shareholder’s ownership percentage and increase the number of shares outstanding, while giving the company a flexible, quick way to raise cash — like adding single seats to a train instead of buying a whole new carriage.
Sales Agents financial
"together with Academy and SMBC Nikko, the “Sales Agents”"
Sales agents are individuals or firms that sell a company’s products or services on its behalf, often working on commission or under a sales agreement rather than as full-time employees. Investors care because agents affect how quickly and widely a product reaches customers, the cost of making sales, and revenue predictability—think of them as independent delivery drivers who expand a company’s reach without the fixed cost of hiring more staff.
shelf registration statement on Form N-2 regulatory
"part of Main Street’s effective shelf registration statement on Form N-2"
prospectus supplement regulatory
"pursuant to a prospectus supplement, dated March 4, 2025"
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.
Offering Type ATM

FAQ

What change did Main Street Capital (MAIN) make to its ATM equity program on August 11, 2026?
Main Street Capital added Academy Securities and SMBC Nikko as new sales agents to its existing "at the market" equity offering and terminated its equity distribution agreement with B. Riley Securities on August 11, 2026.

How many shares can Main Street Capital (MAIN) sell under its ATM program?
Main Street Capital may issue and sell up to 20,000,000 shares of its common stock under the equity distribution agreements, from time to time, through the designated sales agents or to them as principal.

Is Main Street Capital (MAIN) required to issue all 20,000,000 shares under the program?
No. Main Street Capital may, but is not obligated to, issue and sell up to 20,000,000 common shares under the equity distribution agreements, giving it flexibility to use the program as needed.

Which firms act as sales agents for Main Street Capital (MAIN) in the equity distribution agreements?
Sales agents include Academy Securities, SMBC Nikko, Truist Securities, RBC Capital Markets, Raymond James & Associates, and Huntington Securities. B. Riley Securities’ prior agreement was terminated effective August 11, 2026.

Under what registration is Main Street Capital’s (MAIN) ATM program being conducted?
The "at the market" equity offering uses a prospectus supplement dated March 4, 2025 and related prospectus dated February 28, 2025, forming part of Main Street’s effective Form N-2 shelf registration (File No. 333-285405).

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Understanding 8-K Material Events →
0001396440false00013964402026-08-112026-08-11
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) August 11, 2026
__________________________________________________________________________
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland
814-00746
41-2230745
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1300 Post Oak Boulevard, 8th Floor, Houston, Texas
77056
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   (713) 350-6000
Not Applicable
___________________________________________________________________________________
(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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 $0.01 per share
MAIN
New York Stock Exchange
NYSE Texas
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 o
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. o
Item 1.01
Entry into a Material Definitive Agreement.
On August 11, 2026, Main Street Capital Corporation (“Main Street”) entered into separate equity distribution
agreements (each, a “New Equity Distribution Agreement”) with each of Academy Securities, Inc. (“Academy”) and
SMBC Nikko Securities America, Inc. (“SMBC Nikko”) on substantially the same terms as Main Street’s equity
distribution agreements, dated March 4, 2025 or November 12, 2025, as applicable (collectively, with each New Equity
Distribution Agreement, the “Equity Distribution Agreements”), entered into with each of Truist Securities, Inc., RBC
Capital Markets, LLC, Raymond James & Associates, Inc. and Huntington Securities, Inc. (together with Academy and
SMBC Nikko, the “Sales Agents”) for the purpose of adding Academy and SMBC Nikko as additional Sales Agents under
Main Street’s existing “at the market” program equity offering. Additionally, effective August 11, 2026, Main Street and
B. Riley Securities, Inc. (“B. Riley”) agreed to terminate the equity distribution agreement, dated March 4, 2025, between
Main Street and B. Riley.
Under the Equity Distribution Agreements, Main Street may, but has no obligation to, issue and sell up to
20,000,000 shares of its common stock, par value $0.01 per share (the “Shares”), from time to time through the Sales
Agents, or to them, as principal for their own account. Further details regarding the Equity Distribution Agreements and the
“at the market” program equity offering are set forth in Main Street’s Current Reports on Form 8-K filed with the U.S.
Securities and Exchange Commission (the “SEC”) on March 5, 2025 and November 12, 2025, which are incorporated
herein by reference.
The foregoing description of the Equity Distribution Agreements is not complete and is qualified in its entirety by
reference to the full text of the Equity Distribution Agreements, a form of which was previously filed as Exhibit 1.1 to
Main Street’s Current Report on Form 8-K filed with the SEC on March 5, 2025 and is incorporated herein by reference.
The “at the market” program equity offering described in this Item 1.01 will be made pursuant to a prospectus
supplement, dated March 4, 2025, and the related prospectus, dated February 28, 2025, each as supplemented from time to
time, which constitute a part of Main Street’s effective shelf registration statement on Form N-2 (File No. 333-285405) that
was filed with the SEC on February 28, 2025.
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
1.1
Form of Equity Distribution Agreement (previously filed as Exhibit 1.1 to Main Street Capital
Corporation’s Current Report on Form 8-K filed on March 5, 2025 (File No. 814-00746))
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.
Main Street Capital Corporation
Date: August 11, 2026
By:
/s/ Jason B. Beauvais
Name:    Jason B. Beauvais
Title:      General Counsel

Source: View Original Filing on SEC EDGAR

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