Item 1.01 - Entry into a Material Definitive Agreement
On November 9, 2026, Sixth Street Specialty Lending, Inc. (the “Company”) entered into (i) an equity distribution agreement by and among the Company, Sixth Street Specialty Lending Advisers, LLC (in its capacity as the adviser under the Investment Advisory and Management Agreement and in its capacity as the administrator under the Amended and Restated Administration Agreement and, together with the Company, the “Sixth Street Parties”) and RBC Capital Markets, LLC (“RBC”), (ii) an equity distribution agreement by and among the Sixth Street Parties and Truist Securities, Inc. (“Truist”), (iii) an equity distribution agreement by and among the Sixth Street Parties and Citizens JMP Securities, LLC (“Citizens”), (iv) an equity distribution agreement by and among the Sixth Street Parties and Keefe, Bruyette & Woods, Inc. (“KBW”), and (v) an equity distribution agreement by and among the Sixth Street Parties and Raymond James & Associates, Inc. (“Raymond James” and, collectively with RBC, Truist, Citizens and KBW, the “Sales Agents”). The equity distribution agreements with the Sales Agents described in the preceding sentence are collectively referred to herein as the “Equity Distribution Agreements.”
The Equity Distribution Agreements provide that the Company may from time to time issue and sell shares (“Shares”) of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $100,000,000, through the Sales Agents, or to them as principal for their own respective accounts. Any issuance and sale of the Common Stock will be made pursuant to a prospectus supplement dated November 9, 2026 (the “Prospectus Supplement”) as may be supplemented from time to time, and the base prospectus, dated November 9, 2026 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”), which constitute a part of the Company’s effective shelf registration statement on Form N-2 (File No. 333-299942) that was filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2026 (the “Registration Statement”). Sales of the Common Stock, if any, may be made in negotiated transactions or transactions that are deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through the New York Stock Exchange or a similar securities exchange, sales made to or through a market maker other than on an exchange, at market prices related to prevailing market prices or negotiated prices, sales made through any other existing trading market or electronic communications network, or by any other method permitted by law, including but not limited to privately negotiated transactions, which may include distributions or block trades, as the Company and the Sales Agents may agree. The Sales Agents will receive a commission from the Company of up to 1.5% of the gross sales price of any Shares sold through the Sales Agents under the Equity Distribution Agreements. The offering price per share of Common Stock sold in the “at-the-market offering” (the “ATM Program”) less the sales agent commissions or discounts payable by the Company will not be less than the NAV per share of the Company’s Common Stock at the time the Company sells Common Stock pursuant to the ATM Program.
The Company intends to use the net proceeds from the ATM Program for general corporate purposes, which may include, among other things, investing in accordance with the Company’s investment objectives and strategies described in the Prospectus and repaying indebtedness (which will be subject to reborrowing). The Company may use a portion of the net proceeds of any sale of Common Stock pursuant to the ATM Program to repay existing borrowings outstanding.
Although the Company has filed the Prospectus Supplement with the SEC, the Company has no obligation to sell any Common Stock under the Equity Distribution Agreements, and may at any time suspend the offering of Common Stock under the Equity Distribution Agreements. 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 Common Stock and determinations by the Company of its need for, and the appropriate sources of, additional capital.
