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OFS Capital Corporation reported that a special meeting of stockholders, originally called on April 2, 2026 and first convened on June 10, 2026, was unable to conduct business due to lack of quorum despite adjournments on June 10, July 1, and July 22, 2026. The meeting had been called to consider authorizing the company, with Board approval, to sell or issue common stock during the next 12 months at prices below its then-current net asset value per share, subject to limitations described in its proxy statement. On August 11, 2026, the Board approved adjourning the 2026 Special Meeting of Stockholders, including the planned August 12, 2026 reconvening, without setting any further date, time, or place. No vote was taken, no business was conducted on the proposal, and the company ceased further solicitation of proxies for this matter.
OFS Capital Corporation, a Delaware business development company, invests in first-lien and other senior loans, additional debt and equity of portfolio companies, and in structured finance securities, including collateralized loan obligation (CLO) investments.
The portfolio schedule lists numerous positions across industries such as healthcare, software, business services, retail and communications. Many loans bear floating interest based on SOFR plus contractual spreads and in some cases pay a mix of cash and payment-in-kind (PIK) interest. Structured finance holdings include interests in multiple CLO vehicles with stated interest rates and long-dated maturities.
OFS Capital also outlines key funding sources: the Natixis Facility, a secured revolving credit facility with capacity up to $80,000,000, and the Banc of California senior secured revolving credit facility with capacity up to $15,000,000, along with several series of unsecured notes maturing in 2028 and 2029. A prior secured $80,000,000 BNP Paribas facility was fully repaid and terminated on February 18, 2026. Common shares outstanding were 13,398,078 as of July 27, 2026. Forward-looking statements emphasize dependence on OFS Advisor, maintaining BDC and RIC status, use of leverage and broad macroeconomic and geopolitical risks.
OFS Capital Corporation reported second-quarter 2026 results for its business development company. Net investment income was $1.0 million, or $0.08 per common share, down from $0.18 in the prior quarter, as total investment income declined to $6.8 million from $8.9 million, mainly on lower interest and non-recurring dividend income.
Net gain on investments was $4.6 million, driven largely by unrealized appreciation of $14.1 million on a common equity holding, partially offset by losses on CLO equity. Earnings per share were $0.42. Net asset value per share rose to $8.41 from $8.16, as investment gains more than offset the $0.17 quarterly distribution and lower net investment income.
Total investments at fair value were $297.8 million and total outstanding debt principal was $185.8 million as of June 30, 2026. Non-accrual loans had a fair value of $21.4 million, or 7.2% of investments. The regulatory asset coverage ratio was 161%, above the 150% minimum. The board declared a third-quarter 2026 distribution of $0.17 per share, payable October 5, 2026.
OFS Capital Corporation reported the results of its 2026 Annual Meeting of Stockholders. Stockholders representing 8,728,411 of 13,398,078 common shares entitled to vote were present in person or by proxy. Two Class II directors, Romita Shetty and Bilal Rashid, were elected to terms ending at the 2029 annual meeting.
Stockholders also ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The filing also notes the continuing terms of the Company’s Class I and Class III directors, whose service extends to 2028 and 2027, respectively.
OFS Capital Corporation provides a detailed look at its investment portfolio, focusing on non-control, non-affiliate and affiliate positions across many borrowers and sectors. The portfolio is built mainly around first lien term loans and revolvers, with additional second lien debt, preferred equity, common equity and structured finance securities such as CLO subordinated notes.
Many loans reference SOFR with sizeable credit spreads, often in the SOFR + 4.75% to SOFR + 8.50% range, and several positions combine cash interest with payment-in-kind (PIK) components. Stated interest rates span mid‑single digits for senior loans up to the mid‑20% range for certain CLO and mezzanine tranches. Maturities extend largely from 2026 through the late 2030s, reflecting a long-dated, diversified credit book tied to industries including software, healthcare services, business support, real estate services, and specialty manufacturing.
OFS Capital Corporation reported first-quarter 2026 results showing lower earnings and continued credit losses. Net investment income was $2.5 million, or $0.18 per share, down from $0.20 in the prior quarter, while net loss on investments reached $13.9 million, driving a net decrease in net assets of $11.6 million.
Net asset value per share fell from $9.19 as of December 31, 2025 to $8.16 as of March 31, 2026. Total investments at fair value declined to $308.1 million and total net assets to $109.3 million. The loan portfolio had non-accrual loans with $10.9 million fair value, or 3.5% of total investments.
The investment portfolio’s weighted-average performing income yield decreased from 13.5% to 12.5%, mainly due to lower earned yields on structured finance securities. The board declared a second-quarter 2026 distribution of $0.17 per common share, payable July 6, 2026 to stockholders of record on June 19, 2026. OFS also refinanced its credit facilities, adding an $80.0 million Natixis revolving facility and redeeming remaining 4.75% notes due February 2026.
OFS Capital Corporation is calling a special stockholder meeting on June 10, 2026 to vote on a single key proposal. Stockholders are asked to authorize the Board, for the next 12 months, to sell or issue common shares at prices below the then-current net asset value (NAV) per share in one or more offerings.
The authority would be limited so that, immediately prior to each sale, the cumulative number of shares issued below NAV under this approval cannot exceed 25% of the then-outstanding common stock. There is no stated limit on the discount to NAV, and no additional stockholder approval would be required even if dilution is significant.
The Board, including the independent directors, recommends voting “FOR” the proposal, arguing it would give OFS flexibility to raise equity quickly during periods of market volatility, pursue attractive investments, and support its asset coverage and financing needs. The proxy highlights that any below-NAV issuance would require approval by a majority of independent directors, must closely approximate market value (less underwriting costs), and would be subject to the 25% cap. The filing also details potential dilution impacts on non-participating and participating stockholders, describes conflicts of interest tied to asset-based management and incentive fees, and discloses that 13,398,078 common shares were outstanding as of April 15, 2026.
OFS Capital Corporation is asking stockholders to vote at its 2026 Annual Meeting on June 10, 2026 in Chicago. Investors will elect two Class II directors, Romita Shetty (independent) and Bilal Rashid (Chairman and CEO), each for a new three‑year term, and ratify KPMG LLP as independent auditor for 2026.
Stockholders of record on April 15, 2026, when 13,398,078 shares of common stock were outstanding, are entitled to one vote per share. The board is staggered across three classes and currently includes three independent and two interested directors, with an independent Lead Director and fully independent audit, compensation, and nominating/governance committees.
The proxy describes how to vote by Internet, phone, mail, or in person, explains quorum and broker non‑vote treatment, and discloses governance practices, board diversity data, related‑party arrangements with OFS Advisor and affiliates, and director cash fees of $100,000 for each independent director in 2025. It also outlines advisory, administration, and audit fee levels paid to affiliates and KPMG.
OFS Capital Corporation is soliciting shareholder approval to permit the Board, for a 12-month period, to sell or issue shares of common stock at prices below the Company’s then-current net asset value per share, subject to Board determinations and limits including that any single below-NAV sale not exceed 25% of outstanding common stock immediately prior to that sale. The Special Meeting is scheduled for June 10, 2026 with a record date of April 15, 2026. The Board, including independent directors, recommends a vote FOR the proposal. The proxy describes potential dilution, examples illustrating NAV dilution at various discounts, conditions the Board must meet before any below-NAV sale, and related-party arrangements with OFS Advisor including recent management and administration fees.