Prospect Capital (NASDAQ: PSEC) sets $400M Series A preferred sale

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Prospect Capital Corporation entered an equity distribution agreement allowing it to issue and sell up to $400,000,000 aggregate liquidation preference of its 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock through A.G.P. / Alliance Global Partners and other sales agents in at-the-market transactions.

The sales agents may earn up to 2.0% of the gross sales price as commissions. To support the preferred issuance, Prospect Capital reclassified 16,000,000 authorized but unissued common shares into Series A Preferred Stock, reducing authorized common stock from 1,248,117,104 shares to 1,232,117,104 shares.

8-K Event Classification

4 items: 1.01, 3.03, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM program size: $400,000,000 aggregate liquidation preference Sales agent commission: up to 2.0% of gross sales price Dividend rate: 5.35% +3 more

6 metrics

ATM program size $400,000,000 aggregate liquidation preference Maximum Series A Preferred Stock that may be sold

Sales agent commission up to 2.0% of gross sales price Commission on Series A Preferred Stock sold

Dividend rate 5.35% Fixed rate on Series A Cumulative Perpetual Preferred Stock

Shares reclassified 16,000,000 shares Authorized common stock reclassified into Series A Preferred

Authorized common before 1,248,117,104 shares Common stock authorized immediately prior to reclassification

Authorized common after 1,232,117,104 shares Common stock authorized immediately after reclassification

Key Terms

equity distribution agreement, at the market offering, aggregate liquidation preference, cumulative perpetual preferred stock, +1 more

5 terms

equity distribution agreement financial

"entered into an equity distribution agreement (the “Equity Distribution Agreement”)"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market offering financial

"deemed to be part of an “at the market offering” as defined in Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

aggregate liquidation preference financial

"issue and sell up to $400,000,000 aggregate liquidation preference of shares"

cumulative perpetual preferred stock financial

"5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock"

A cumulative perpetual preferred stock is a share that acts like a long-lasting hybrid between a bond and a dividend-paying stock: it promises regular fixed payments that, if missed, accumulate and must be paid later before common shareholders get dividends, and it has no set maturity date. Investors care because it can provide steady, higher-priority income similar to interest, but with limited capital upside, sensitivity to interest rates, and the risk that payments can be delayed even though they continue to accrue.

Articles Supplementary regulatory

"the Company filed Articles Supplementary (the “Articles Supplementary”)"

Additional provisions added to a company’s formal rulebook that change or expand how the company is governed, how shares behave, or how decisions are made. Think of them as extra house rules that can alter voting power, dividend rights, or how shares are issued and transferred; investors care because these changes can affect ownership control, potential returns, and the value or liquidity of their holdings.

Offering Details

ATM

Offering

Offering Type ATM

Understanding 8-K Material Events →

05/08/2026 - 04:04 PM

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): May 8, 2026

Prospect Capital Corporation

(Exact name of registrant as specified in its charter)

Maryland

814-00659

43-2048643

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

10 East 40th Street, New York, New York 10016

(Address of principal executive offices, including zip code)

(212) 448-0702

(Registrant’s telephone number, including area code)

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:


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

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

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

o						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	Name of each exchange on which registered
Common Stock, $0.001 par value	PSEC	NASDAQ Global Select Market
5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001	PSEC PRA	New York Stock Exchange

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 o

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. o

Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2026, Prospect Capital Corporation (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”), dated May 8, 2026, with Prospect Capital Management L.P., Prospect Administration LLC and A.G.P. / Alliance Global Partners (together with any additional sales agents that may be added under the Equity Distribution Agreement from time to time, the “Sales Agents”). The Equity Distribution Agreement provides that the Company may issue and sell up to $400,000,000 aggregate liquidation preference of shares of the Company’s 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), from time to time through the Sales Agents, by means of transactions that are deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), by means of ordinary brokers’ transactions that qualify for the prospectus delivery exception pursuant to Rule 153 under the Securities Act, or such other sales as may be agreed by the Company and the Sales Agents, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices (the “Offering”). The Sales Agents will receive a commission from the Company of up to 2.0% of the gross sales price of any shares of Series A Preferred Stock sold through the Sales Agents under the Equity Distribution Agreement.

Although the Company has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated as of May 8, 2026, pursuant to which the Company may issue and sell up to $400,000,000 aggregate liquidation preference of shares of Series A Preferred Stock (the “Prospectus Supplement”), the Company has no obligation to sell any shares of Series A Preferred Stock under the Equity Distribution Agreement, and may at any time suspend the offering of shares of Series A Preferred Stock under the Equity Distribution Agreement. Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Series A Preferred Stock and determinations by the Company of its need for and the appropriate sources of additional capital.

The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, conditions to the Sales Agents’ obligations, indemnification rights and obligations of the parties and termination provisions.

The foregoing description is only a summary of the material provisions of the Equity Distribution Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, filed as Exhibit 1.1 to this current report on Form 8-K and incorporated by reference herein.

The shares of Series A Preferred Stock, if any, will be issued and sold pursuant to the Prospectus Supplement and the Company’s Registration Statement on Form N-2 (File No. 333-293349) that was filed with the SEC on February 10, 2026.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 3.03. Material Modification to Rights of Security Holders.

On May 8, 2026, in connection with the Offering, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (“SDAT”), reclassifying and designating 16,000,000 authorized and unissued shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), into shares of Series A Preferred Stock. The reclassification decreased the number of shares classified as Common Stock from 1,248,117,104 shares immediately prior to the reclassification to 1,232,117,104 shares immediately after the reclassification. The description of the Series A Preferred Stock contained in the section of the Prospectus Supplement entitled “Description of the Series A Preferred Stock” is incorporated herein by reference.

The foregoing description of the Series A Preferred Stock is only a summary and is qualified in its entirety by reference to the full text of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Venable LLP, special Maryland counsel to the Company, has issued a legal opinion relating to the validity of the shares of Series A Preferred Stock offered in the Offering, a copy of which is attached to this Form 8-K as Exhibit 5.1 hereto.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 above with respect to the Articles Supplementary is incorporated in this Item 5.03 in its entirety.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

1.1 Equity Distribution Agreement, dated May 8, 2026, by and among, Prospect Capital Corporation, Prospect Capital Management L.P., Prospect Administration LLC, A.G.P. / Alliance Global Partners and any additional Agents added from time to time

3.1 Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation

5.1 Opinion of Venable LLP as to the validity of shares of Series A Preferred Stock

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Prospect Capital Corporation

By: /s/ M. Grier Eliasek

Name: M. Grier Eliasek

Title: Chief Operating Officer

Date: May 8, 2026

Index to Exhibits


Exhibit Number			Description
1.1			Equity Distribution Agreement, dated May 8, 2026, by and among, Prospect Capital Corporation, Prospect Capital Management L.P., Prospect Administration LLC, A.G.P. / Alliance Global Partners and any additional Agents added from time to time
3.1			Articles Supplementary to the Articles of Amendment and Restatement of Prospect Capital Corporation
5.1			Opinion of Venable LLP as to the validity of shares of Series A Preferred Stock

Source: View Original Filing on SEC EDGAR

FAQ

What capital raising program did Prospect Capital (PSEC) establish in this 8-K?

Prospect Capital established an equity distribution agreement to sell up to $400,000,000 aggregate liquidation preference of its 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock. Sales will occur over time in at-the-market transactions under a prospectus supplement and an effective Form N-2 registration statement.

What type of security is Prospect Capital’s 5.35% Series A Preferred Stock?

The 5.35% Series A Preferred Stock is a fixed rate cumulative perpetual preferred stock with a stated dividend rate of 5.35%. It ranks ahead of common stock for dividends and liquidation and remains outstanding indefinitely unless redeemed or otherwise retired under its terms.

How much commission will sales agents receive under Prospect Capital’s agreement?

Under the equity distribution agreement, the sales agents, including A.G.P. / Alliance Global Partners, may receive a commission of up to 2.0% of the gross sales price for each share of Series A Preferred Stock sold. This commission is paid by Prospect Capital on executed sales.

How did Prospect Capital’s authorized common shares change for the Series A Preferred issuance?

Prospect Capital reclassified 16,000,000 authorized and unissued common shares into Series A Preferred Stock. Authorized common stock decreased from 1,248,117,104 shares immediately before the reclassification to 1,232,117,104 shares immediately after, reflecting the new preferred share designation.

What corporate filing documented the new Series A Preferred Stock for Prospect Capital?

Prospect Capital filed Articles Supplementary with the Maryland State Department of Assessments and Taxation. These Articles Supplementary reclassified and designated 16,000,000 authorized common shares as 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock and amended the company’s charter accordingly.

Is Prospect Capital obligated to sell all $400 million of Series A Preferred Stock?

Prospect Capital is not required to sell any specific amount under the equity distribution agreement. The company may suspend the offering at any time, and actual sales will depend on market conditions, the trading price of the Series A Preferred Stock, and the company’s capital needs.

Filing Exhibits & Attachments

7 documents