Source Capital updates discount tender program

Source Capital reported results from its 2025 Discount Management Program and extended it through 2027.

Rhea-AI Filing Summary

Source Capital reported results from its 2025 Discount Management Program and extended it through 2027. From January 1, 2025 through December 31, 2025, the fund’s shares traded at an average discount to net asset value of less than 10%, so the 2025 contingent tender offer will not occur. The fund even traded at a premium in the fourth quarter, peaking at a 1.20% premium on November 28, 2025. The Board kept the existing contingent tender for 2026 and added a new one for 2027. For 2027, the fund will conduct a tender offer for 10% of its outstanding common shares at 98% of NAV per share if the average discount to NAV exceeds 10% during the 2027 measurement period, with any required tender closing no later than June 30, 2028.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did Source Capital (SOR) disclose about its 2025 discount program?

Source Capital disclosed that from January 1, 2025 through December 31, 2025, its shares traded at an average discount to NAV of less than 10%. Because this threshold was not exceeded, the contingent tender offer for calendar year 2025 will not take place.

Why will Source Capital (SOR) not conduct a 2025 tender offer?

The fund’s Discount Management Program ties tender offers to its trading discount to NAV. Since the fund’s shares traded at an average discount of less than 10% during the 2025 measurement period, the condition for a 2025 tender offer was not met and no tender will occur.

How did Source Capital (SOR) shares trade versus NAV in late 2025?

Source Capital reported that its shares traded at a premium to NAV during the fourth quarter of 2025, with the premium peaking at 1.20% on November 28, 2025. This trading behavior helped keep the average 2025 discount below the 10% trigger level.

What are the terms of Source Capital’s 2027 contingent tender offer?

For calendar year 2027, Source Capital will conduct a tender offer for 10% of its outstanding common shares at 98% of NAV per share if its shares trade at an average discount to NAV of more than 10% during the 2027 measurement period.

When would a required 2027 tender offer by Source Capital close?

If the discount condition is met in the 2027 measurement period, the fund’s 10% tender offer at 98% of NAV must close no later than June 30, 2028. This deadline is part of the updated Discount Management Program terms approved by the Board.

How long has Source Capital (SOR) extended its Discount Management Program?

The Board of Trustees extended Source Capital’s Discount Management Program through the year ending December 31, 2027. The program now includes contingent tender offers for both calendar year 2026 and calendar year 2027, subject to each year’s discount-to-NAV conditions.

Does Source Capital plan to extend the Discount Management Program beyond 2027?

Source Capital stated that, in the future, the Board may determine to extend the Discount Management Program beyond 2027. Any further extension would be a Board decision and is not yet defined in the current disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/30/2026 - 10:29 AM Learn about SEC filing dates

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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): January 30, 2026

SOURCE CAPITAL

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

811-01731		95-2559370
(Commission File Number)		(I.R.S. Employer Identification No.)

235 West Galena Street

Milwaukee, Wisconsin 53212-3948

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (626) 385-5777

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 Rule13e-4(c) under the Exchange Act (17CFR 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
N/A		N/A		N/A

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 8.01 Other Events

The Board of Trustees (the “Board”) of Source Capital (NYSE: SOR) (the “Fund”), announced that for the Fund’s Discount Management Program (the “Program”) measurement period from January 1, 2025 through December 31, 2025, the Fund traded at an average discount to net asset value (NAV) of less than 10%. In fact, the Fund traded at a premium during the fourth quarter, peaking at a premium to NAV of 1.20% on November 28, 2025. As a result of the average discount to NAV remaining under 10%, the tender offer for calendar year 2025 under the Fund’s Program will not occur.

In addition to the contingent tender offer in place for calendar year 2026 (as described in the January 16, 2025 press release), the Board approved a contingent tender offer for calendar year 2027. Under the terms of the updated Program, the Board approved extending the Program through the year ending December 31, 2027. Under the Program’s extension, the Fund will conduct a tender offer for 10% of the Fund’s outstanding shares of common stock at a price equal to 98% of NAV per share if its shares trade at an average discount to NAV of more than 10% during the measurement period from January 1, 2027 through December 31, 2027. Should a tender offer be required it shall close no later than June 30, 2028. In the future, the Board may determine to extend the Program beyond 2027.

These matters are more fully described in the press release published on January 16, 2026, which is attached to this Current Report on Form 8-K as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		Press release dated January 16, 2026

SIGNATURES

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.

Source Capital
(Registrant)
/s/ Diane Drake
Name:	Diane Drake
Title:	Secretary
Dated: January 30, 2026

Exhibit No.		Description
99.1		Press release dated January 16, 2026