Prospect Capital (PSEC) boosts preferred stock capacity to $2.65B under amended deal

Rhea-AI Filing Summary

Prospect Capital Corporation amended its dealer manager agreement with Preferred Capital Securities to expand its ongoing preferred stock offering. The amendment increases the total aggregate liquidation preference of preferred stock that may be sold from $2,250,000,000 to $2,646,457,550.

The company may now issue up to 105,858,302 shares of preferred stock across all series under this agreement, each with a $25.00 per share liquidation preference. Prospect Capital is no longer offering several earlier preferred series and will instead offer its 7.50% Series A5 and 7.50% Series M5 preferred stock pursuant to a prospectus supplement and base prospectus under an automatic shelf registration on Form N-2.

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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): February 10, 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 February 10, 2026, Prospect Capital Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Dealer Manager Agreement, dated February 25, 2021, with Preferred Capital Securities, LLC (the “Dealer Manager”) (the “Dealer Manager Agreement”), pursuant to which the Dealer Manager has agreed to serve as the Company’s agent and dealer manager for the Company’s offering of up to 90,000,000 shares, par value $0.001 per share, of preferred stock (the “Preferred Stock”), including any combination of its 5.50% Series A1 Preferred Stock, 5.50% Series M1 Preferred Stock, 5.50% Series M2 Preferred Stock, 6.50% Series A3 Preferred Stock, 6.50% Series M3 Preferred Stock, Floating Rate Series A4 Preferred Stock, Floating Rate Series M4 Preferred Stock, 7.50% Series A5 Preferred Stock and 7.50% Series M5 Preferred Stock, each with a liquidation preference of $25.00 per share. Pursuant to the terms of the Dealer Manager Agreement, as amended by the Amendment, the size of the offering was increased from $2,250,000,000 in aggregate liquidation preference of Preferred Stock to $2,646,457,550 in aggregate liquidation preference of Preferred Stock. The Company is no longer offering the 5.50% Series A1 Preferred Stock, 5.50% Series M1 Preferred Stock, 5.50% Series M2 Preferred Stock, 6.50% Series A3 Preferred Stock, 6.50% Series M3 Preferred Stock, Floating Rate Series A4 Preferred Stock and Floating Rate Series M4 Preferred Stock. However, the Company may offer any future series of Preferred Stock, provided that the aggregate number of shares issued across all series of Preferred Stock offered pursuant to the Dealer Manager Agreement, as amended by the Amendment, shall not exceed 105,858,302 shares.

The Preferred Stock is registered with the Securities and Exchange Commission pursuant to an automatic shelf registration statement on Form N-2 (File No. 333-293349) under the Securities Act of 1933, as amended (the “Registration Statement”), and the 7.50% Series A5 Preferred Stock and 7.50% Series M5 Preferred Stock will be offered and sold pursuant to a prospectus supplement dated February 10, 2026, and a base prospectus dated February 10, 2026, relating to the Registration Statement (collectively, the “Prospectus”).

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 1.1 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 Preferred Stock, a copy of which is attached to this Form 8-K as Exhibit 5.1.

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Item 9.01. Financial Statements and Exhibits

(d) Exhibits

1.1    Amendment No. 7 to Amended and Restated Dealer Manager Agreement, dated as of February 10, 2026, by and between the Company and Preferred Capital Securities, LLC

5.1    Opinion of Venable LLP

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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: February 10, 2026

5

Index to Exhibits

Exhibit Number			Description
1.1			Amendment No. 7 to Amended and Restated Dealer Manager Agreement, dated as of February 10, 2026, by and between the Company and Preferred Capital Securities, LLC
5.1			Opinion of Venable LLP

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FAQ

What did Prospect Capital (PSEC) disclose in this 8-K filing?

Prospect Capital disclosed an amendment to its dealer manager agreement, expanding the capacity of its preferred stock offering. The aggregate liquidation preference limit increased, and the company updated which preferred stock series it may offer under its existing shelf registration.

How much preferred stock can Prospect Capital now offer under the amended agreement?

Under the amended agreement, Prospect Capital may offer up to $2,646,457,550 in aggregate liquidation preference of preferred stock. This represents an increase from the prior limit of $2,250,000,000 in aggregate liquidation preference authorized under the same dealer manager arrangement.

How many preferred shares can Prospect Capital issue under this dealer manager agreement?

Prospect Capital may issue up to 105,858,302 shares of preferred stock across all series offered under the amended dealer manager agreement. Each share carries a $25.00 liquidation preference, defining the total potential aggregate liquidation preference capacity disclosed.

Which Prospect Capital preferred stock series are currently being offered?

Prospect Capital is offering its 7.50% Series A5 Preferred Stock and 7.50% Series M5 Preferred Stock. These shares will be sold under a prospectus supplement dated February 10, 2026, and a base prospectus dated the same day, tied to the Form N-2 registration statement.

Which Prospect Capital preferred stock series are no longer being offered?

Prospect Capital is no longer offering its 5.50% Series A1, 5.50% Series M1, 5.50% Series M2, 6.50% Series A3, 6.50% Series M3, Floating Rate Series A4, and Floating Rate Series M4 preferred stock. The company may, however, offer future preferred series within the new aggregate limits.

Under what registration statement is Prospect Capital’s preferred stock registered?

Prospect Capital’s preferred stock is registered with the SEC under an automatic shelf registration statement on Form N-2, File No. 333-293349. The 7.50% Series A5 and 7.50% Series M5 Preferred Stock are offered under this registration using a prospectus supplement and base prospectus.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 EX-1.1 13.9 KB
• EX-5.1 EX-5.1 38.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.7 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.4 KB