OFS Capital (NASDAQ: OFS) reports 2026 director elections and auditor ratification

Rhea-AI Filing Summary

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.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 8,728,411 shares Shares entitled to vote: 13,398,078 shares Votes for Romita Shetty: 5,007,172 votes +5 more

8 metrics

Shares represented 8,728,411 shares Shares present or by proxy at 2026 Annual Meeting

Shares entitled to vote 13,398,078 shares Common shares issued, outstanding, and entitled to vote

Votes for Romita Shetty 5,007,172 votes Election as Class II director

Votes for Bilal Rashid 5,009,789 votes Election as Class II director

Broker non-votes (directors) 3,212,299 votes Broker non-votes on each Class II director election

Votes for KPMG ratification 8,463,314 votes Ratification of KPMG LLP as 2026 auditor

Votes against KPMG ratification 127,468 votes Opposing KPMG LLP ratification

Abstentions on KPMG ratification 137,629 votes Abstentions on auditor ratification proposal

Key Terms

Annual Meeting of Stockholders, Class II directors, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)."

Class II directors financial

"The election of two (2) Class II directors, each of whom will serve for a term of three years"

broker non-votes financial

"For | Withheld | Broker Non-Votes Romita Shetty | 5,007,172 | 508,940 | 3,212,299"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

ratification financial

"The ratification of the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP"

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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): June 10, 2026

OFS Capital Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware			814-00813	46-1339639
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
222 W. Adams Street Suite 1850
Chicago, Illinois				60606
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 847 734-2000

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		OFS		Nasdaq Global Select Market
4.95% Notes due 2028		OFSSH		Nasdaq Global Select Market
7.50% Notes due 2028		OFSSO		Nasdaq Global Select Market

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 ☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 10, 2026, OFS Capital Corporation, a Delaware corporation (the “Company”), held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). There were present at the Annual Meeting in person or by proxy stockholders holding an aggregate of 8,728,411 shares of the Company’s common stock, out of a total number of 13,398,078 shares of the Company’s common stock issued and outstanding and entitled to vote at the Annual Meeting. The following matters were submitted at the Annual Meeting to the Company’s stockholders for consideration:

1.The election of two (2) Class II directors, each of whom will serve for a term of three years, or until their successor is elected and qualified; and

2.The ratification of the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Romita Shetty and Bilal Rashid were elected to serve as Class II Directors until the 2029 annual meeting of stockholders, or until their successors are elected and qualified, and the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026 was ratified.

The detailed final voting results of the shares voted with regard to each of these matters are as follows:

1. Election of the Class II directors:

	For	Withheld	Broker Non-Votes
Romita Shetty	5,007,172	508,940	3,212,299
Bilal Rashid	5,009,789	506,323	3,212,299

Continuing directors whose terms did not expire at the Annual Meeting were as follows: Elaine E. Healy is currently serving as a Class I director and her term expires in 2028, and Ashwin Ranganathan and Jeffrey A. Cerny are currently serving as Class III directors, whose terms expire in 2027.

2.Ratification of the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

For	Against	Abstain
8,463,314	127,468	137,629

* * * * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		OFS CAPITAL CORPORATION
Date:	June 10, 2026	By:	/s/ Bilal Rashid
			Chief Executive Officer

FAQ

What did OFS (OFS Capital Corporation) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing two Class II directors and ratifying KPMG LLP as independent auditor for the year ending December 31, 2026. Both director nominees were elected and the auditor ratification proposal was approved by stockholders.

How many OFS shares were represented at the 2026 Annual Meeting?

A total of 8,728,411 shares of OFS Capital Corporation common stock were present in person or by proxy. This was out of 13,398,078 shares issued, outstanding, and entitled to vote at the 2026 Annual Meeting of Stockholders.

Who was elected as Class II directors of OFS Capital Corporation in 2026?

Romita Shetty and Bilal Rashid were elected as Class II directors. They will serve until the 2029 annual meeting of stockholders, or until their successors are elected and qualified, according to the voting results disclosed.

What were the voting results for OFS director elections in 2026?

For the Class II seats, Romita Shetty received 5,007,172 votes for and 508,940 withheld, with 3,212,299 broker non-votes. Bilal Rashid received 5,009,789 votes for and 506,323 withheld, with 3,212,299 broker non-votes recorded.

Did OFS stockholders approve KPMG LLP as the 2026 independent auditor?

Yes. Stockholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 8,463,314 votes for, 127,468 against, and 137,629 abstentions reported in the voting results.

Which OFS directors continue serving after the 2026 Annual Meeting?

Elaine E. Healy continues as a Class I director with a term expiring in 2028. Ashwin Ranganathan and Jeffrey A. Cerny continue as Class III directors, with their terms scheduled to expire at the 2027 annual meeting of stockholders.

Filing Exhibits & Attachments

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