TCW Strategic Income Fund (NYSE: TSI) starts transferable rights offering
Rhea-AI Filing Summary
TCW Strategic Income Fund, Inc. has launched a transferable rights offering for up to 15,928,480 shares of its common stock. Stockholders of record as of the close of business on February 19, 2026 receive one Right for each share owned, and may buy one new share for every three Rights held (a 1-for-3 ratio). Record date holders who fully exercise their Rights can request additional shares through an over‑subscription privilege. The estimated subscription price is $4.52 per share, and the Rights expire at 5:00 p.m. Eastern time on March 18, 2026, unless extended.
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Insights
TSI starts a sizable rights offering at an estimated $4.52 per share.
TCW Strategic Income Fund is conducting a transferable rights offering allowing existing stockholders to buy new common shares on a 1-for-3 basis. Rights are issued one per share held on February 19, 2026, with an estimated subscription price of $4.52 per share.
The structure includes a primary subscription and an over-subscription privilege for record holders who fully exercise their basic Rights, which can reallocate any unsubscribed shares. The documents also appoint UBS Securities as dealer manager and Equiniti entities as subscription and information agents.
The Rights expire at 5:00 p.m. Eastern time on March 18, 2026, unless extended. Actual impact on capital structure and per-share metrics will depend on how many Rights are exercised and the final subscription price determined under the prospectus methodology.
8-K Event Classification
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is TCW Strategic Income Fund (TSI) offering in this rights issue?
How does the TCW Strategic Income Fund (TSI) rights offering subscription ratio work?
What is the estimated subscription price in the TSI rights offering?
When do the TCW Strategic Income Fund (TSI) subscription rights expire?
Who is eligible for over-subscription in the TSI rights offering?
Which firms are involved in managing TCW Strategic Income Fund’s rights offering?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange on which registered | ||
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).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 19, 2026, TCW Strategic Income Fund, Inc. (NYSE: TSI) (the “Fund”) entered into a dealer manager agreement (the “Dealer Manager Agreement”) by and among the Fund, TCW Investment Management Company LLC and UBS Securities LLC in connection with the issuance by the Fund to the stockholders of record (the “Record Date Stockholders”) at the close of business on February 19, 2026 (the “Record Date”) transferable rights (each a “Right” and, collectively, the “Rights”) entitling such Record Date Stockholders to subscribe for up to 15,928,480 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Fund (the “Offer”). The Record Date Stockholders will receive one Right for each outstanding share of Common Stock owned on the Record Date. The Rights entitle the holders to purchase one new share of Common Stock for every three Rights held (1-for-3). Record Date Stockholders who fully exercise their Rights will be entitled to subscribe, subject to certain limitations and subject to allotment, for additional shares of Common Stock covered by any unexercised Rights. Any Record Date Stockholder who owns fewer than three shares of Common Stock as of the close of business on the Record Date is entitled to subscribe for one full share of Common Stock in the Offer.
The Offer is being made pursuant to a prospectus supplement, dated February 19, 2026, and the accompanying prospectus, dated January 5, 2026, each of which constitutes part of the Fund’s effective shelf registration statement on Form N-2 (File No. 333-289452) previously filed with the Securities and Exchange Commission (the “Registration Statement”).
The foregoing description of the Dealer Manager Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Dealer Manager Agreement filed with this report as Exhibit 1.1 and incorporated herein by reference.
In connection with the Offer, the Fund entered into a Subscription Agent Agreement dated as of February 19, 2026 with Equiniti Trust Company, LLC (“Subscription Agent Agreement”), and an Information Agent Agreement dated as of February 19, 2026 with EQ Fund Solutions, LLC (“Information Agent Agreement”) to provide services with respect to the Offer.
The foregoing description is only a summary of the Subscription Agent Agreement and Information Agent Agreement and is qualified in its entirety by reference to the text of the Subscription Agent Agreement filed with this report as Exhibit 10.1 and incorporated herein by reference and Information Agent Agreement filed with this report as Exhibit 10.2 and incorporated herein by reference.
| Item 8.01. | Other Events |
On February 19, 2026, the Fund commenced the Offer pursuant to the Registration Statement. A copy of the opinion of Venable LLP relating to the legality of the Offer is filed as Exhibit 5.1 to this report.
The Fund incorporates by reference the exhibits filed herewith into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. | |
(d) |
Exhibits | |
1.1 |
Dealer Manager Agreement | |
| 5.1 | Opinion of Venable LLP | |
| 10.1 | Subscription Agent Agreement | |
| 10.2 | Information Agent Agreement | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 99.1 | Form of Notice of Guaranteed Delivery for Rights Offering | |
| 99.2 | Form of Subscription Certificate for Rights Offering |
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.
TCW Strategic Income Fund, Inc. | ||||||||
Date: February 23, 2026 |
By: |
/s/ Richard Villa | ||||||
Name: |
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Richard Villa | ||||||
Title: |
President and Principal Executive Officer | |||||||
NOTICE OF GUARANTEED DELIVERY
For Shares of Common Stock of
TCW Strategic Income Fund, Inc.
Subscribed for under the Primary Subscription Right
and Pursuant to the Over-Subscription Privilege
As set forth in the Prospectus Supplement, dated February 19, 2026, and the accompanying Prospectus, dated January 5, 2026 (together, the “Prospectus”), this form or one substantially equivalent hereto may be used as a means of effecting subscription and payment for all of the Fund’s shares of common stock, par value $0.01 per share (the “Common Stock”), subscribed for under the primary subscription right and pursuant to the over-subscription privilege. Such form may be delivered by email, overnight courier, express mail or first class mail to the Subscription Agent and must be received prior to 5:00 p.m., Eastern time, on March 18, 2026, as such date may be extended from time to time (the “Expiration Date”). The terms and conditions of the Offer set forth in the Prospectus are incorporated by reference herein. Capitalized terms used and not otherwise defined herein have the meaning attributed to them in the Prospectus.
The Subscription Agent is:
Equiniti Trust Company, LLC
| By First Class Mail | By Express Mail or Overnight Courier: | |
| TCW Strategic Income Fund, Inc. c/o Equiniti Trust Company, LLC 1110 Centre Pointe Curve, Suite #101 Mendota Heights, MN 55120 Attn: Reorganization Department |
TCW Strategic Income Fund, Inc. c/o Equiniti Trust Company, LLC 1110 Centre Pointe Curve, Suite #101 Mendota Heights, MN 55120 Attn: Reorganization Department | |
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For information call the Information Agent, EQ Fund Solutions, LLC: (877) 283-0323. | |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
The New York Stock Exchange (the “NYSE”) member firm or bank or trust company which completes this form must communicate this guarantee and the number of shares of Common Stock subscribed for in connection with this guarantee (separately disclosed as to the primary subscription right and the over-subscription privilege) to the Subscription Agent and must deliver this Notice of Guaranteed Delivery, to the Subscription Agent, prior to 5:00 p.m., Eastern time, on the Expiration Date, guaranteeing delivery of a properly completed and signed Subscription Certificate (which certificate must then be delivered to the Subscription Agent no later than the close of business of the first business day after the Expiration Date). Failure to do so will result in a forfeiture of the Rights.
GUARANTEE
The undersigned, a member firm of the NYSE or a bank or trust company having an office or correspondent in the United States, guarantees delivery to the Subscription Agent by no later than 5:00 p.m., Eastern time, on the first business day after the Expiration Date (March 18, 2026), unless extended as described in the Prospectus, of a properly completed and executed Subscription Certificate, as subscription for such shares of Common Stock is indicated herein or in the Subscription Certificate. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via the PTOP platform of The Depository Trust Company (“DTC”).
| TCW STRATEGIC INCOME FUND, INC. | Broker Assigned Control #_______ |
| 1. Primary Subscription |
Number of Rights to be exercised | Number of shares of Common Stock under the primary subscription right requested for which you are guaranteeing delivery of Rights | Payment to be made in connection with the shares of Common Stock subscribed for under the primary subscription right | |||
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__________ Rights | __________ Shares of Common Stock (Rights ÷ by 3) | $ | |||
| 2. Over-Subscription |
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Number of shares of Common Stock requested pursuant to the over-subscription privilege | Payment to be made in connection with the shares of Common Stock requested pursuant to the over-subscription privilege | |||
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__________ shares of Common Stock: | $ | |||
| 3. Totals |
Total number of Rights to be delivered | Total number of shares of Common Stock subscribed for and/or requested |
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__________ Rights | Shares of Common Stock: | $ Total Payment | |||
Method of delivery of the Notice of Guaranteed Delivery (circle one)
| A. | Through DTC |
| B. | Direct to Equiniti Trust Company, LLC, as Subscription Agent. |
Please reference below the registration of the Rights to be delivered.
PLEASE ASSIGN A UNIQUE CONTROL NUMBER FOR EACH GUARANTEE SUBMITTED. This number needs to be referenced on any direct delivery of Rights or any delivery through DTC.
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BENEFICIAL OWNER LISTING CERTIFICATION
TCW Strategic Income Fund, Inc.
The undersigned, a bank, broker or other nominee holder of Rights (“Rights”) to purchase shares of common stock, $0.01 par value per share (the “Common Stock”), of TCW Strategic Income Fund, Inc. (the “Fund”) pursuant to the rights offering (the “Offer”) described and provided for in the Fund’s Prospectus Supplement, dated February 19, 2026, and the accompanying Prospectus, dated January 5, 2026 (together, the “Prospectus”), hereby certifies to the Fund and to Equiniti Trust Company, LLC, as Subscription Agent for such Offer, that for each numbered line filled in below, the undersigned has exercised, on behalf of the beneficial owner thereof (which may be the undersigned), the number of Rights specified on such line pursuant to the primary subscription right (as specified in the Prospectus) and such beneficial owner wishes to subscribe for the purchase of additional shares of Common Stock pursuant to the over-subscription privilege (as described in the Prospectus, in the amount set forth in the third column of such line).
| Number of shares of Common Stock owned as of the Record Date |
Number of Rights exercised pursuant to the primary subscription right |
Number of Shares of Common Stock requested pursuant to the over- subscription privilege | ||||||||
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| Name of Nominee Holder | ||
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| Name: |
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| Dated: |
, 2026 | |
| Provide the following information, if applicable: |
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| Depository Trust Corporation (“DTC”) Participant Number |
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| DTC Primary Subscription Confirmation Number(s) |
Address | |
SUBSCRIPTION CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE OFFER ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED FEBRUARY 19, 2026 AND ACCOMPANYING PROSPECTUS (TOGETHER, THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM EQ FUND SOLUTIONS, LLC, THE INFORMATION AGENT. TCW STRATEGIC INCOME FUND, INC. Formed under the laws of the State of Maryland TRANSFERABLE SUBSCRIPTION CERTIFICATE Evidencing Transferable Subscription Rights to Purchase Shares of Common Stock of TCW Strategic Income Fund, Inc. Estimated Subscription Price: $4.52 per Share THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME, ON MARCH 18, 2026, UNLESS EXTENDED BY THE FUND REGISTERED OWNER: THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of transferable subscription rights (“Rights”) set forth above. Three Rights entitle the holder thereof to subscribe for and purchase one shares of Common Stock, par value of $0.01 per share, of TCW Strategic Income Fund, Inc., incorporated in Maryland, at an estimated price of $4.52 per share (the “Primary Subscription Privilege”), pursuant to a rights offering (the “Offer”), on the terms and subject to the conditions set forth in the Prospectus and the “Instructions as to Use of TCW Strategic Income Fund, Inc. Subscription Certificates” accompanying this Subscription Certificate. If any shares of Common Stock available for purchase in the Offer are not purchased by other stockholders of Rights pursuant to the exercise of their Primary Subscription Privilege (the “Excess Shares”), any Rights holder who was a stockholder of record of shares of Common Stock as of 5:00 P.M. Eastern Time on February 19, 2026 (“Record Date Stockholders”) that exercises its Primary Subscription Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Offer, subject to proration, as described in the Prospectus (the “Over-Subscription Privilege”). Fractional shares will not be issued upon the exercise of the Rights. Accordingly, shares of Common Stock may be purchased only pursuant to the exercise of Rights in integral multiples of three; however, any Record Date Stockholder who owns fewer than three shares of Common Stock as of 5:00 P.M. Eastern Time on February 19, 2026, may subscribe for one full share of Common Stock. The Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side and by returning the full payment of the estimated subscription price for each share of Common Stock in accordance with the “Instructions as to Use of TCW Strategic Income Fund, Inc. Subscription Rights Certificates” that accompany this Subscription Rights Certificate. This Subscription Certificate is not valid unless it is countersigned by the subscription agent and registered by the registrar. Witness the signatures of the duly authorized officers of TCW Strategic Income Fund, Inc. Dated: February 19, 2026 ___/s/ Richard Villa________________ President
DELIVERY OPTIONS FOR SUBSCRIPTION CERTIFICATE Delivery other than in the manner or to the addresses listed below will not constitute valid delivery. If delivering by hand: Equiniti Trust Company, LLC 1110 Centre Pointe Curve, Suite #101 Mendota Heights, MN 55120 Attn: Reorganization Department If delivering by mail or overnight courier: Equiniti Trust Company, LLC 1110 Centre Pointe Curve, Suite #101 Mendota Heights, MN 55120 Attn: Reorganization Department PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. FORM 1-EXERCISE OF SUBSCRIPTION RIGHTS To subscribe for shares of Common Stock pursuant to your Primary Subscription Privilege, please complete lines (a) and (c) and sign under Form 4 below. To subscribe for shares of Common Stock pursuant to your Over-Subscription Privilege, please also complete line (b) and sign under Form 4 below. To the extent you subscribe for more shares of Common Stock than you are entitled under either the Primary Subscription Privilege or the Over-Subscription Privilege, you will be deemed to have elected to purchase the maximum number of shares of Common Stock for which you are entitled to subscribe under the primary subscription or Over-Subscription Privilege, as applicable. (a) EXERCISE OF BASIC SUBSCRIPTION RIGHT: I apply for ______________ shares x $4.52 = $_______________ (no. of new shares) (estimated subscription price) (amount enclosed) (b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE If you are a Record Date Stockholder and have exercised your Primary Subscription Privilege in full and wishto subscribe for additional shares of Common Stock pursuant to your Over-Subscription Privilege: I apply for ______________ shares x $4.52 = $_______________ (no. of new shares) (estimated subscription price) (amount enclosed) (c) Total Amount of Payment Enclosed = $__________________ METHOD OF PAYMENT (CHECK ONE) ☐ Check or bank draft payable to “Equiniti Trust Company, LLC as Subscription Agent.” ☐ Wire transfer of immediately available funds directly to the account maintained by Equiniti Trust Company, LLC, as Subscription Agent, for purposes of accepting subscriptions in this Offer at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021 or Swift Code: CHASUS33, Account # 530-354616 Equiniti Trust Company, LLC FBO TCW Strategic Income Fund, Inc. with reference to the rights holder’s name. Please note $4.52 is an estimated subscription price only. The subscription price will be determined as described in the Prospectus. FORM 2-TRANSFER TO DESIGNATED TRANSFEREE To transfer your subscription rights to another person, complete this Form 2 and have your signature guaranteed under Form 5. For value received ______________ of the subscription rights represented by this Subscription Certificate are assigned to: Social Security # __________________________________________________ Signature(s): ______________________________________________________ IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Certificate in every particular, without alteration or enlargement, or any other change whatsoever. FORM 3-DELIVERY TO DIFFERENT ADDRESS If you wish for the shares of Common Stock underlying your subscription rights, acertificate representing unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered to an address different from that shown on the face of this Subscription Certificate, please enter the alternate address below, sign under Form 4 and have your signature guaranteed under Form 5. FORM 4-SIGNATURE TO SUBSCRIBE: I acknowledge that I have received the Prospectus Supplement and accompanying Prospectus for this Offer and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions specified in the Prospectus Supplement and accompanying Prospectus. Signature(s): ______________________________________________________ IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Certificate in every particular, without alteration or enlargement, or any other change whatsoever. FORM 5-SIGNATURE GUARANTEE This form must be completed if you have completed any portion of Forms 2 or 3. Signature Guaranteed: _______________________________________________ (Name of Bank or Firm) By:_______________________________________________________________ (Signature of Officer) IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15. FOR INSTRUCTIONS ON THE USE OF TCW STRATEGIC INCOME FUND, INC. SUBSCRIPTION CERTIFICATES, CONSULT THE INFORMATION AGENT EQ FUND SOLUTIONS, AT (877) 283-0323.