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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):
October 28, 2026
OXFORD SQUARE CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland |
|
814-00638 |
|
20-0188736 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
8 Sound Shore Drive, Suite 255
Greenwich, CT 06830
(Address of principal executive offices and zip
code)
(203) 983-5275
(Registrant’s telephone number, including
area code)
n/a
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K 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, par value $0.01 per share |
|
OXSQ |
|
NASDAQ Global Select Market LLC |
| 5.50% Notes due 2028 |
|
OXSQG |
|
NASDAQ Global Select Market LLC |
| 7.75% Notes due 2030 |
|
OXSQH |
|
NASDAQ Global Select Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.02 Results of Operations and Financial Condition
On October 30, 2026, Oxford
Square Capital Corp. (the “Company”) issued a press release announcing its financial results for the third quarter
ended September 30, 2026. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information set forth
under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth
under this Item 2.02, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document
pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year
On October 28, 2026, the Company adopted its Fifth
Amended and Restated Bylaws to amend Section 11 to establish minimum ownership and holding-period requirements for stockholders seeking
to propose business, other than nominations of individuals for election to the Board of Directors, at an annual meeting of stockholders.
Under Section 11, as amended, stockholders of record proposing such business must, individually or in the aggregate, have continuously
held shares entitled to vote on the proposal having a market value of at least $1,000,000 or representing at least 3% of such shares entitled
to vote on the proposal, in either case for at least six months before the date of the annual meeting. Such stockholders must also continuously
hold those shares from the date of their notice of the proposed business through the annual meeting, including any adjournment or postponement
thereof.
The foregoing description is qualified in its entirety by reference
to the Fifth Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On October 30, 2026, the Company
issued a press release, included herewith as Exhibit 99.1, announcing the declaration of distributions for the months ending January 31,
2027, February 28, 2027, and March 31, 2027. Additionally, on October 30, 2026, the Company made available on its website, www.oxfordsquarecapital.com,
supplemental investor information with respect to the aforementioned earnings press release.
The information disclosed
under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided
herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Fifth Amended and Restated Bylaws |
| 99.1 |
|
Press release dated October 30, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document). |
SIGNATURE
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.
| Date: October 30, 2026 |
OXFORD SQUARE CAPITAL CORP. |
| |
|
|
| |
By: |
/s/ Saul B. Rosenthal |
| |
|
Saul B. Rosenthal |
| |
|
President |
Exhibit 99.1
Oxford
Square Capital Corp. Announces Net Asset Value and Selected Financial Results for the Quarter Ended September 30, 2026 and Declaration
of Distributions on Common Stock for the Months Ending January 31, February 28, and March 31, 2027
GREENWICH, CT – 10/30/2026 –
Oxford Square Capital Corp. (NasdaqGS: OXSQ) (NasdaqGS: OXSQG) (NasdaqGS: OXSQH) (the “Company,” “we,” “us”
or “our”) announced today its financial results and related information for the quarter ended September 30, 2026.
| · | On
October 28, 2026, our Board of Directors declared the following distributions on our common
stock: |
| Month Ending |
Record
Date |
Payment
Date |
Amount
Per Share |
| January
31, 2027 |
January
15, 2027 |
January
29, 2027 |
$0.015 |
| February
28, 2027 |
February
12, 2027 |
February
26, 2027 |
$0.015 |
| March
31, 2027 |
March
17, 2027 |
March
31, 2027 |
$0.015 |
| · | Net
asset value (“NAV”) per share as of September 30, 2026, stood at $1.21, compared
with a NAV per share on June 30, 2026 of $1.29. |
| · | Net
investment income (“NII”) was approximately $4.9 million, or $0.04 per share,
for the quarter ended September 30, 2026, compared with approximately $5.1 million, or $0.05
per share, for the quarter ended June 30, 2026. |
| · | Total
investment income for the quarter ended September 30, 2026 amounted to approximately $9.9
million, compared with approximately $9.4 million for the quarter ended June 30, 2026. |
| o | For
the quarter ended September 30, 2026 we recorded investment income from our portfolio as
follows: |
| § | $5.6
million from our debt investments; |
| § | $3.6
million from our CLO equity investments; and |
| § | $0.6
million from other income. |
| · | Our
total expenses for the quarter ended September 30, 2026 were approximately $5.0 million,
compared with total expenses of approximately $4.3 million for the quarter ended June 30,
2026. |
| · | As
of September 30, 2026, the following metrics applied (note that none of these metrics represented
a total return to shareholders): |
| o | The
weighted average yield of our debt investments was 15.0% at current cost, compared with 14.9%
as of June 30, 2026; |
| o | The
weighted average effective yield of our CLO equity investments at current cost was 8.1%,
which was approximately the same as of June 30, 2026; |
| o | The
weighted average cash distribution yield of our cash income producing senior secured note
investments at current cost was 8.1%, compared with 8.0% as of June 30, 2026; and |
| o | The
weighted average cash distribution yield of our cash income producing CLO equity investments
at current cost was 12.0%, compared with 12.4% as of June 30, 2026. |
| · | For
the quarter ended September 30, 2026, we recorded a net increase in net assets resulting
from operations of approximately $1.6 million, consisting of: |
| o | NII
of approximately $4.9 million; |
| o | Net
realized losses of approximately $11.3 million; and |
| o | Net
unrealized appreciation of approximately $7.9 million. |
| · | During
the third quarter of 2026, our investment activity consisted of purchases of approximately
$20.8 million and repayments of approximately $10.3 million. No sales were made during the
quarter. |
| · | Our
weighted average credit rating was 2.2 based on total fair value and 2.3 based on total principal
amount as of September 30, 2026, compared with a weighted average credit rating of 2.1 based
on total fair value and 2.2 based on total principal amount as of June 30, 2026. |
| · | As
of September 30, 2026, our preferred equity investments in one of our portfolio companies
were on non-accrual status, which had an aggregate fair value of approximately $6.8 million. |
| · | For
the quarter ended September 30, 2026, we issued a total of approximately 14.1 million shares
of common stock pursuant to an “at-the-market” offering. After deducting the
sales agent’s commissions and offering expenses, this resulted in net proceeds of approximately
$19.4 million. As of September 30, 2026, we had approximately 120.0 million shares of
common stock outstanding. |
We will hold a conference call to discuss
third quarter results today, Friday, October 30th, 2026 at 9:00 AM ET. The toll-free dial-in number is 1-800-715-9871, access
code number 5885175. There will be a recording available for 30 days. If you are interested in hearing the recording, please dial 1-800-770-2030.
The replay passcode is 5885175#.
A presentation containing further detail
regarding our quarterly results of operations has been posted under the Investor Relations section of our website at www.oxfordsquarecapital.com.
OXFORD SQUARE CAPITAL CORP.
STATEMENTS OF ASSETS AND LIABILITIES
| | |
September 30,
2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | |
| |
| Non-affiliated/non-control
investments (cost: $380,691,717 and $390,403,599, respectively) | |
$ | 255,081,298 | | |
$ | 251,731,345 | |
| Controlled affiliate investment
(cost: $5,000,000 and $0, respectively) | |
| 5,000,000 | | |
| — | |
| Cash equivalents (cost: $42,822,297
and $51,236,068) | |
| 42,822,297 | | |
| 51,236,068 | |
| Cash | |
| 689,210 | | |
| 698,579 | |
| Interest and distributions receivable | |
| 2,327,310 | | |
| 2,002,161 | |
| Other assets | |
| 1,157,126 | | |
| 1,070,958 | |
| Total assets | |
$ | 307,077,241 | | |
$ | 306,739,111 | |
| LIABILITIES | |
| | | |
| | |
| Notes payable – 5.50% Unsecured
Notes, net of deferred issuance costs of $707,710 and $996,075, respectively | |
| 79,792,290 | | |
| 79,503,925 | |
| Notes payable – 7.75% Unsecured
Notes, net of deferred issuance costs of $2,193,859 and $2,621,662, respectively | |
| 72,556,141 | | |
| 72,128,338 | |
| Securities purchased, not settled | |
| 5,834,523 | | |
| 5,944,969 | |
| Accrued interest payable | |
| 1,703,438 | | |
| 1,703,438 | |
| Base Fee and Net Investment Income
Incentive Fee payable to affiliate | |
| 1,029,470 | | |
| 1,036,058 | |
| Accrued expenses | |
| 782,346 | | |
| 1,017,581 | |
| Total liabilities | |
| 161,698,208 | | |
| 161,334,309 | |
| | |
| | | |
| | |
| NET ASSETS | |
| | | |
| | |
| Common stock, $0.01 par value,
300,000,000 shares authorized; 120,048,538 and 86,060,964 shares issued and outstanding, respectively | |
| 1,200,485 | | |
| 860,610 | |
| Capital in excess of par value | |
| 574,172,265 | | |
| 523,040,484 | |
| Total distributable
earnings/(accumulated losses) | |
| (429,993,717 | ) | |
| (378,496,292 | ) |
| Total net
assets | |
| 145,379,033 | | |
| 145,404,802 | |
| Total liabilities
and net assets | |
$ | 307,077,241 | | |
$ | 306,739,111 | |
| Net asset value per common share | |
$ | 1.21 | | |
$ | 1.69 | |
OXFORD SQUARE CAPITAL CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
| | |
Three Months
Ended
September 30,
2026 | | |
Three Months
Ended
September 30,
2025 | | |
Nine Months
Ended
September 30,
2026 | | |
Nine Months
Ended
September 30,
2025 | |
| INVESTMENT INCOME | |
| | |
| | |
| | |
| |
| From non-affiliated/non-control investments: | |
| | |
| | |
| | |
| |
| Interest
income – debt investments(1) | |
$ | 4,688,883 | | |
$ | 4,456,544 | | |
$ | 13,543,422 | | |
$ | 13,511,141 | |
| Interest
income – debt investments – payment-in-kind (“PIK”)(1) | |
| 944,668 | | |
| 705,534 | | |
| 2,628,190 | | |
| 2,271,142 | |
| Income from securitization vehicles
and investments | |
| 3,623,609 | | |
| 4,298,003 | | |
| 10,356,553 | | |
| 12,109,128 | |
| Other income | |
| 649,471 | | |
| 779,852 | | |
| 1,723,237 | | |
| 2,031,753 | |
| Total investment
income from non-affiliated/non-control investments | |
| 9,906,631 | | |
| 10,239,933 | | |
| 28,251,402 | | |
| 29,923,164 | |
| Total investment
income | |
| 9,906,631 | | |
| 10,239,933 | | |
| 28,251,402 | | |
| 29,923,164 | |
| EXPENSES | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 2,796,502 | | |
| 2,559,400 | | |
| 8,381,637 | | |
| 6,447,732 | |
| Base Fee | |
| 1,029,470 | | |
| 1,053,566 | | |
| 2,981,744 | | |
| 3,148,663 | |
| Professional fees | |
| 364,954 | | |
| 351,582 | | |
| 1,153,068 | | |
| 1,119,285 | |
| Compensation expense | |
| 297,901 | | |
| 254,096 | | |
| 776,994 | | |
| 721,969 | |
| General and administrative | |
| 504,166 | | |
| 357,769 | | |
| 1,175,575 | | |
| 1,073,155 | |
| Excise tax | |
| — | | |
| 104,778 | | |
| (419,110 | ) | |
| 250,179 | |
| Total expenses
before incentive fees | |
| 4,992,993 | | |
| 4,681,191 | | |
| 14,049,908 | | |
| 12,760,983 | |
| Net Investment Income Incentive
Fees | |
| — | | |
| — | | |
| — | | |
| — | |
| Total incentive
fees | |
| — | | |
| — | | |
| — | | |
| — | |
| Total expenses | |
| 4,992,993 | | |
| 4,681,191 | | |
| 14,049,908 | | |
| 12,760,983 | |
| Net investment
income | |
| 4,913,638 | | |
| 5,558,742 | | |
| 14,201,494 | | |
| 17,162,181 | |
| NET CHANGE
IN UNREALIZED APPRECIATION/(DEPRECIATION) AND NET REALIZED LOSSES ON INVESTMENT TRANSACTIONS | |
| | | |
| | | |
| | | |
| | |
| Net change in unrealized appreciation/(depreciation)
on investments: | |
| | | |
| | | |
| | | |
| | |
| Non-affiliated/non-control
investments | |
| 7,926,223 | | |
| (7,497,769 | ) | |
| 13,061,835 | | |
| (8,311,530 | ) |
| Total net
change in unrealized appreciation/(depreciation) on investments | |
| 7,926,223 | | |
| (7,497,769 | ) | |
| 13,061,835 | | |
| (8,311,530 | ) |
| Net realized losses: | |
| | | |
| | | |
| | | |
| | |
| Non-affiliated/non-control investments | |
| (11,275,801 | ) | |
| (32,797 | ) | |
| (47,230,540 | ) | |
| (14,512,854 | ) |
| Extinguishment of debt | |
| — | | |
| (120,339 | ) | |
| — | | |
| (166,118 | ) |
| Total net
realized losses | |
| (11,275,801 | ) | |
| (153,136 | ) | |
| (47,230,540 | ) | |
| (14,678,972 | ) |
| Net change
in unrealized and realized losses | |
| (3,349,578 | ) | |
| (7,650,905 | ) | |
| (34,168,705 | ) | |
| (22,990,502 | ) |
| Net increase/(decrease)
in net assets resulting from operations | |
$ | 1,564,060 | | |
$ | (2,092,163 | ) | |
$ | (19,967,211 | ) | |
$ | (5,828,321 | ) |
| Net increase in net assets resulting
from net investment income per common share (Basic and Diluted): | |
$ | 0.04 | | |
$ | 0.07 | | |
$ | 0.14 | | |
$ | 0.23 | |
| Net increase/(decrease) in net
assets resulting from operations per common share (Basic and Diluted): | |
$ | 0.01 | | |
$ | (0.03 | ) | |
$ | (0.20 | ) | |
$ | (0.08 | ) |
| Weighted average shares of common
stock outstanding (Basic and Diluted): | |
| 111,280,920 | | |
| 79,362,161 | | |
| 99,695,097 | | |
| 74,231,017 | |
| Distributions per share | |
$ | 0.105 | | |
$ | 0.105 | | |
$ | 0.315 | | |
$ | 0.315 | |
| (1) | Change in prior period was made to conform to the current
period presentation. |
FINANCIAL HIGHLIGHTS (Unaudited)
Financial highlights for the three and nine months
ended September 30, 2026 and 2025, respectively, are as follows:
| | |
Three Months
Ended
September 30,
2026 | | |
Three Months
Ended
September 30,
2025 | | |
Nine Months
Ended
September 30,
2026 | | |
Nine Months
Ended
September 30,
2025 | |
| Per Share Data | |
| | |
| | |
| | |
| |
| Net asset value
at beginning of period | |
$ | 1.29 | | |
$ | 2.06 | | |
$ | 1.69 | | |
$ | 2.30 | |
| Net
investment income(1) | |
| 0.04 | | |
| 0.07 | | |
| 0.14 | | |
| 0.23 | |
| Net
realized and unrealized losses(2) | |
| (0.02 | ) | |
| (0.08 | ) | |
| (0.34 | ) | |
| (0.30 | ) |
| Net increase/(decrease)
in net asset value from operations | |
| 0.02 | | |
| (0.01 | ) | |
| (0.20 | ) | |
| (0.07 | ) |
| Distributions
per share from net investment income(3) | |
| (0.11 | ) | |
| (0.11 | ) | |
| (0.32 | ) | |
| (0.31 | ) |
| Tax
return of capital distributions(3) | |
| — | | |
| — | | |
| — | | |
| — | |
| Total
distributions(3) | |
| (0.11 | ) | |
| (0.11 | ) | |
| (0.32 | ) | |
| (0.31 | ) |
| Effect of shares issued | |
| 0.01 | | |
| 0.01 | | |
| 0.04 | | |
| 0.03 | |
| Net asset value at end of
period | |
$ | 1.21 | | |
$ | 1.95 | | |
$ | 1.21 | | |
$ | 1.95 | |
| Per share market value at beginning of period | |
$ | 1.32 | | |
$ | 2.23 | | |
$ | 1.76 | | |
$ | 2.44 | |
| Per share market value at end of period | |
$ | 1.28 | | |
$ | 1.59 | | |
$ | 1.28 | | |
$ | 1.59 | |
| Total
return based on market value(4) | |
| 4.94 | % | |
| (24.74 | )% | |
| (9.99 | )% | |
| (24.97 | )% |
| Total
return based on net asset value(5) | |
| 1.94 | % | |
| (0.24 | )% | |
| (9.76 | )% | |
| (1.52 | )% |
| Shares outstanding at end of period | |
| 120,048,538 | | |
| 81,669,408 | | |
| 120,048,538 | | |
| 81,669,408 | |
| | |
| | | |
| | | |
| | | |
| | |
| Ratios/Supplemental
Data | |
| | | |
| | | |
| | | |
| | |
| Net assets at end of period (000’s) | |
$ | 145,379 | | |
$ | 158,955 | | |
$ | 145,379 | | |
$ | 158,955 | |
| Average net assets (000’s) | |
$ | 138,603 | | |
$ | 159,073 | | |
$ | 133,325 | | |
$ | 154,918 | |
| Ratio
of expenses to average net assets(6) | |
| 14.41 | % | |
| 11.77 | % | |
| 14.16 | % | |
| 11.00 | % |
| Ratio
of expenses, excluding interest expense, to average net assets(6) | |
| 6.34 | % | |
| 5.34 | % | |
| 5.77 | % | |
| 5.45 | % |
| Ratio
of net investment income to average net assets(6) | |
| 14.18 | % | |
| 13.98 | % | |
| 14.10 | % | |
| 14.76 | % |
| Portfolio
turnover rate(7) | |
| 4.06 | % | |
| 12.70 | % | |
| 4.51 | % | |
| 20.42 | % |
| (1) | Represents
per share net investment income for the period, based upon weighted average shares outstanding. |
| (2) | Net
realized and unrealized losses include rounding adjustments to reconcile change in net asset
value per share. |
| (3) | Management
monitors available taxable earnings, including net investment income and realized capital
gains, to determine if a tax return of capital may occur for the year. To the extent the
Company’s taxable earnings fall below the total amount of the Company’s distributions
for that fiscal year, a portion of those distributions may be deemed a tax return of capital
to the Company’s stockholders. The ultimate tax character of the Company’s earnings
cannot be determined until tax returns are prepared after the end of the fiscal year. The
amounts and sources of distributions reported are only estimates (based on an average of
the reported tax character historically) and are not being provided for U.S. tax reporting
purposes. For each of the three-month periods ended September 30, 2026 and 2025, distributions
were $0.105 per share and are presented as $0.11 per share due to rounding. For the nine
months ended September 30, 2026, distributions were $0.315 per share and are presented as
$0.32 per share due to rounding. For the nine months ended September 30, 2025, distributions
were $0.315 per share and are presented as $0.31 per share due to rounding. |
| (4) | Total
return based on market value equals the increase or decrease of ending market value over
beginning market value, plus distributions, divided by the beginning market value, assuming
distribution reinvestment prices obtained under the Company’s distribution reinvestment
plan. Total return is not annualized. |
| (5) | Total
return based on net asset value equals the increase or decrease of ending net asset value
over beginning net asset value, plus distributions, divided by the beginning net asset value.
Total return is not annualized. |
| (6) | Annualized
and adjusted for one-time excise tax reversals. |
| (7) | Portfolio
turnover rate is calculated using the lesser of the investment sales and debt repayments
or investment purchases, over the average of the total investments at fair value. |
About Oxford Square Capital Corp.
Oxford Square Capital Corp. is a publicly-traded
business development company principally investing in syndicated bank loans and, to a lesser extent, debt and equity tranches of collateralized
loan obligation (“CLO”) vehicles. CLO investments may also include warehouse facilities, which are financing structures intended
to aggregate loans that may be used to form the basis of a CLO vehicle.
Forward-Looking Statements
This press release contains forward-looking
statements subject to the inherent uncertainties in predicting future results and conditions. Any statements that are not statements
of historical fact (including statements containing the words “believes,” “plans,” “anticipates,”
“expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. These
statements are not guarantees of future performance, conditions or results and involve a number of risks and uncertainties. Certain factors
could cause actual results and conditions to differ materially from those projected in these forward-looking statements. These factors
are identified from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update such
statements to reflect subsequent events, except as may be required by law.
Contact:
Bruce Rubin
203-983-5280
