[497AD] OFS Capital Corporation SEC Filing

Rhea-AI Filing Summary

OFS Capital Corporation (Nasdaq: OFS) has launched an underwritten public offering of unsecured notes; pricing, coupon and maturity will be set at closing. The Company has applied to list the notes on the Nasdaq Global Select Market under ticker “OFSSO”, with trading targeted to begin within 30 days of issuance.

Use of proceeds: net funds are earmarked to partially redeem the Company’s outstanding $125 million 4.75% notes due 2026. OFS has already notified holders that it will repurchase $25 million of these 2026 notes on 11 Aug 2025, paying accrued interest plus any make-whole premium.

Lucid Capital Markets, LLC and Goldman Sachs & Co. LLC are joint lead book-running managers. A shelf registration statement is effective, and the offer will be made solely by the prospectus and prospectus supplement filed on 16 Jul 2025.

The transaction, if completed, will extend the Company’s debt maturity profile and may affect future interest expense; however, specific terms, sizing and timing remain subject to market conditions.

Positive

• Proactive refinancing demonstrates access to capital markets and reduces 2026 maturity by $25 million.
• Planned Nasdaq listing of the new notes should enhance liquidity and pricing transparency for investors.

Negative

• Key terms unknown; a higher coupon would raise interest expense versus the existing 4.75% notes.
• Only partial redemption—$100 million of 2026 notes remain, leaving significant refinancing need.

Insights

Fixed-Income Analyst

TL;DR – OFS seeks to refinance 20% of its 2026 notes via new listed baby bonds, extending duration and preserving liquidity.

The planned OFSSO offering signals proactive balance-sheet management. Redeeming $25 million of the $125 million 4.75% 2026 notes trims near-term maturities while keeping leverage stable. Listing on Nasdaq should broaden the retail investor base typical for baby-bond structures and improve secondary-market liquidity. Key unknowns—coupon, size and tenor—will drive ultimate cost of capital; recent BDC issues have priced 125-175 bp over Treasuries of similar duration. The make-whole premium on the partial redemption will create a one-time charge but is likely modest relative to portfolio income. Overall impact skews slightly positive, contingent on favorable pricing.

Portfolio Manager – BDC Specialist

TL;DR – Transaction is routine; benefit hinges on final coupon versus existing 4.75% rate.

For equity holders, the announcement is neutral to mildly positive. Redeeming only $25 million leaves most of the 2026 issue outstanding, so refinancing risk persists. Yet demonstrating market access in mid-2025 should reassure investors about OFS’s funding flexibility. Because proceeds are not for growth, immediate NAV or NII upside is limited; watch for disclosure of interest rate and potential net interest margin impact at pricing. Absent that data, I view the event as operationally sound but not materially accretive.

Filed Pursuant to Rule 497

File No. 333-278170

Rule 482 AD

OFS Capital Corporation Commences Offering of Notes

Chicago, IL – July 16, 2025 – OFS Capital Corporation (the “Company” or “OFS Capital”) (Nasdaq: OFS) announced today that it has commenced an underwritten offering of unsecured notes (the “Notes”), subject to market and other conditions. The Company has submitted an application for the Notes to be listed and trade on The Nasdaq Global Select Market under the trading symbol “OFSSO”. If approved for listing, the Company expects the Notes to begin trading within 30 days from the original issue date. The interest rate and other terms of the Notes will be determined at the time of pricing of the offering.

The Company intends to use the net proceeds from this offering to partially redeem its 4.75% Notes due 2026, which mature on February 10, 2026. As of July 14, 2025, the Company had approximately $125.0 million aggregate principal amount outstanding of its 4.75% Notes due 2026. On July 11, 2025, the Company issued notices to the holders of the 4.75% Notes due 2026 regarding the exercise of its option to redeem a portion of the issued and outstanding amount of such notes. On August 11, 2025, the Company will redeem $25.0 million in aggregate principal amount of its 4.75% Notes due 2026, plus accrued interest and any required make-whole premium payment.

Lucid Capital Markets, LLC and Goldman Sachs & Co. LLC are acting as joint lead book-running managers of this offering.

Investors are advised to carefully consider the investment objective, risks and charges and expenses of the Company before investing. The preliminary prospectus supplement, dated July 16, 2025, and accompanying prospectus, dated May 29, 2024, each of which has been filed with the Securities and Exchange Commission, contain a description of these matters and other important information about the Company and should be read carefully before investing.

The information in the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering or any other securities nor will there be any sale of these securities or any other securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

A shelf registration statement relating to these securities is on file with and has been declared effective by the Securities and Exchange Commission. The offering may be made only by means of a prospectus and a related prospectus supplement, copies of which may be obtained, when available, from: Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, New York 10022; copies may also be obtained by visiting EDGAR on the Securities and Exchange Commission website, at www.sec.gov.

About OFS Capital Corporation

OFS Capital Corporation is an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company. OFS Capital's investment objective is to provide stockholders with both current income and capital appreciation primarily through

debt investments and, to a lesser extent, equity investments. OFS Capital invests primarily in privately held middle-market companies in the United States, including lower-middle-market companies, targeting investments of $3 million to $20 million in companies with annual EBITDA between $5 million and $50 million. OFS Capital offers flexible solutions through a variety of asset classes including senior secured loans, which includes first-lien, second-lien and unitranche loans, as well as subordinated loans and, to a lesser extent, warrants and other equity securities. OFS Capital's investment activities are managed by OFS Capital Management, LLC, an investment adviser registered under the Investment Advisers Act of 19401, as amended, and headquartered in Chicago, Illinois, with additional offices in New York and Los Angeles.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements that involve substantial risks and uncertainties, including the future operating results of OFS Capital. Forward-looking statements can be identified by terminology such as “anticipate,” “believe,” “could,” “could increase the likelihood,” “estimate,” “expect,” “intend,” “is planned,” “may,” “should,” “will,” “will enable,” “would be expected,” “look forward,” “may provide,” “would” or similar terms, variations of such terms or the negative of those terms. Such forward-looking statements involve known and unknown risks, uncertainties and other factors including those risks, uncertainties and factors referred to in OFS Capital’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission under the section “Risk Factors,” and in “Part II, Item 1A. Risk Factors” in OFS Capital’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as well as other documents that may be filed by OFS Capital from time to time with the Securities and Exchange Commission. As a result of such risks, uncertainties and factors, actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein. OFS Capital is providing the information in this press release as of this date and assumes no obligations to update the information included in this press release or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

INVESTOR RELATIONS CONTACT:

Steve Altebrando

847-734-2084

investorrelations@ofscapital.com

1 Registration does not imply a certain level of skill or training

OFS® and OFS Capital® are registered trademarks of Orchard First Source Asset Management, LLC.

OFS Capital Management™ is a trademark of Orchard First Source Asset Management, LLC.

FAQ

What security is OFS Capital (OFS) issuing?

The company is offering unsecured notes expected to trade on Nasdaq under the symbol OFSSO.

How will OFS Capital use the proceeds of the notes offering?

Net proceeds will be used to partially redeem $25 million of its 4.75% notes due 2026.

When will the partial redemption of the 4.75% 2026 notes occur?

OFS Capital plans to redeem the notes on August 11, 2025.

Who are the lead managers of the OFS Capital notes offering?

Lucid Capital Markets, LLC and Goldman Sachs & Co. LLC are joint lead book-running managers.

Will the new notes be listed on an exchange?

Yes. OFS has applied to list them on the Nasdaq Global Select Market; trading is expected within 30 days of issuance.