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.
OFS Capital Corporation amended its senior secured revolving credit facility with Banc of California. The facility continues to fund general corporate purposes, including investment funding, but with eased financial covenants and a smaller maximum size.
The amendment lowers the minimum tangible net asset value covenant from $100.0 million to $75.0 million. It also temporarily reduces the minimum quarterly net investment income after management and incentive fees covenant from $2.0 million to $1.0 million for the quarters ending March 31, 2026, June 30, 2026 and September 30, 2026, after which it reverts to $2.0 million. The company’s maximum commitment under the revolver decreases from $25.0 million to $15.0 million, and the company incurred customary fees and expenses to close the amendment.
OFS Capital Corporation is an externally managed business development company focused on generating current income and capital appreciation by lending to U.S. middle‑market companies, mainly through senior secured loans and, to a lesser extent, equity and structured finance investments.
As of December 31, 2025, the company’s debt portfolio had a fair value of $179.8 million across 34 portfolio companies, with 95% in first‑lien loans and 5% in second‑lien loans. Equity investments totaled $100.6 million in 15 companies, and 14 structured finance positions were valued at $61.6 million. Qualifying assets represented about 81% of investments. Total debt outstanding was $220.5 million, yielding a statutory asset coverage ratio of 156%, above the 150% regulatory minimum the firm elected. OFS Advisor earns a 1.75% base management fee on most assets plus incentive fees, with a reduced base fee on certain OFSCC‑FS assets.
OFS Capital Corporation reported weaker fourth quarter 2025 results, with net investment income of $0.20 per share, down from $0.22 in the prior quarter, and a net loss of $0.81 per share driven by investment markdowns.
Net asset value per share fell to $9.19 at December 31, 2025, from $10.17 at September 30, 2025 and $12.85 a year earlier, reflecting net unrealized depreciation, including losses on current non-accrual loans and structured finance securities. Total investments at fair value were $342.0 million and total net assets were $123.2 million.
The investment portfolio remained largely senior and floating rate, with 89% of loans floating rate and 100% first or second lien, and a weighted-average performing income yield of 13.5%. Non-accrual loans had a fair value of $14.4 million, or 4.2% of total investments.
OFS Capital refinanced and extended its debt profile, adding an $80 million Natixis revolving credit facility, extending its Banc of California facility to 2028, and redeeming 4.75% notes due 2026, resulting in no debt maturities until February 2028. The board declared a first quarter 2026 distribution of $0.17 per share, payable March 31, 2026.
OFS Capital Corporation disclosed that its indirect subsidiary OFSCC-FS, LLC entered into a new revolving credit and security agreement with Natixis for a $80,000,000 senior secured credit facility. The Natixis Credit Facility carries interest at Term SOFR for a three‑month period plus a margin of 2.35% during the reinvestment period and 2.95% thereafter, with an additional 2.00% after events of default. The reinvestment period ends on the earlier of February 18, 2029 or specified acceleration events, and all borrowings mature no later than February 18, 2031. The facility is secured by a first‑priority security interest in substantially all assets of the borrower, is limited recourse to that borrower, and is non‑recourse to OFS Capital and its equityholder. In connection with closing the new facility, the borrower fully repaid and terminated its prior BNP Paribas revolving credit facility and related liens were released.
OFS Capital Corporation reported that on January 9, 2026 it amended its Business Loan Agreement with Banc of California, which provides a senior secured revolving credit facility used for general corporate purposes, including funding investments. The amendment extends the facility’s maturity date by two years, from February 28, 2026 to February 28, 2028. The company incurred customary fees, costs and expenses in connection with closing this amendment.
OFS Capital Corporation reported that it is redeeming the remaining balance of its 4.75% Notes due 2026. On February 9, 2026, the company will redeem $16,000,000 in aggregate principal amount of these notes, which represents all notes still outstanding. The redemption price will be 100% of the principal amount plus any accrued and unpaid interest up to, but not including, the redemption date.
OFS Capital Corporation reported that its indirect subsidiary, OFSCC-FS, LLC, entered into a fifth amendment to its revolving credit and security agreement with lenders and BNP Paribas as administrative agent. The BNP credit facility continues to provide for borrowings in an aggregate principal amount up to $80,000,000.
The amendment updates how the portfolio advance rate is calculated by revising the “Portfolio Advance Rate Adjustment” definition to use new percentage tables tied to the Diversity Score for three periods: before the amendment’s effective date, from that date through December 15, 2025, and after December 15, 2025. It also allows the borrower to purchase additional collateral loans during and after the reinvestment period, subject to conditions, and allows the equityholder, with the administrative agent’s consent, to contribute certain eligible collateral loans to the borrower.
OFS Capital Corporation filed its Quarterly Report for the period ended September 30, 2025, outlining portfolio holdings, liquidity sources, and recent financing actions. The company lists its common stock (OFS) and two note issuances on the Nasdaq: 4.95% Notes due 2028 (OFSSH) and 7.50% Notes due 2028 (OFSSO).
During the period, OFS issued an Unsecured Note Due August 2029 in the principal amount of $25.0 million at 8.00% via a Securities Purchase Agreement dated August 8, 2025. It also partially redeemed its $125.0 million 4.75% notes due February 10, 2026 on August 11, 2025 and August 21, 2025. Outstanding unsecured notes include $69.0 million of 7.50% notes due July 31, 2028 and $55.0 million of 4.95% notes due October 31, 2028. Liquidity resources disclosed include a Banc of California senior secured revolving credit facility providing borrowings up to $25,000,000 and a BNP facility that provided up to $80,000,000 during its reinvestment period. Shares outstanding were 13,398,078 as of October 28, 2025.
OFS Capital Corporation reported that it issued a press release announcing financial results for the quarter ended September 30, 2025. The board also declared a 2025 fourth‑quarter distribution of $0.17 per common share, payable on December 31, 2025 to stockholders of record as of December 19, 2025.
The announcement was furnished under Item 2.02, and the related press release is included as Exhibit 99.1.