[8-K] Sixth Street Specialty Lending, Inc. Reports Material Event

Rhea-AI Filing Summary

Sixth Street Specialty Lending (NYSE: TSLX) held a special stockholder meeting on June 20, 2025 to vote on a significant proposal regarding stock issuance below Net Asset Value (NAV).

The proposal, which was successfully approved, authorizes the company to:

• Issue shares below current NAV per share in one or more offerings
• Limited to 25% of outstanding common stock before each offering
• Subject to board approval and specific conditions

The voting results showed strong stockholder support with 43,666,863 votes in favor (87% approval) versus 4,445,822 against, with 1,962,475 abstentions. Excluding affiliated shares (3,029,209 shares), the proposal still maintained substantial support with 41,029,590 unaffiliated votes in favor. This approval gives TSLX increased flexibility in capital raising strategies, though potentially at the cost of NAV dilution for existing shareholders.

Positive

• Stockholders overwhelmingly approved below-NAV stock issuance authority with 87% approval (43.7M votes for vs 4.4M against)
• Strong non-affiliated shareholder support with 87% approval excluding insider shares (41M votes for vs 4.4M against)
• Company gains strategic flexibility for capital raising with up to 25% dilution limit providing shareholder protection

Negative

• Potential future dilution of existing shareholders through below-NAV stock issuances up to 25% of outstanding shares
• Stock sales below NAV would immediately reduce book value per share for existing shareholders

Insights

BDC Investment Analyst

TSLX shareholders approved below-NAV share issuance authority with 25% dilution cap, enhancing capital raising flexibility.

At their special meeting on June 20, 2025, Sixth Street Specialty Lending's shareholders overwhelmingly approved the proposal to authorize potential share issuances below Net Asset Value (NAV). This gives TSLX critical financial flexibility in a highly regulated BDC structure where selling below NAV typically requires explicit shareholder approval per the 1940 Act. The proposal passed with approximately 87% approval (43.7M votes for vs. 4.4M against), and still maintained 84% approval when excluding affiliated shares.

The authorization includes important shareholder protections: it requires board approval for each issuance and caps potential dilution at 25% of outstanding shares prior to each offering. This balanced approach allows management to opportunistically access capital markets while setting reasonable guardrails against excessive dilution. For a BDC like TSLX, below-NAV issuance authority serves as a contingency mechanism should market conditions deteriorate or compelling investment opportunities emerge requiring quick capital deployment.

While this authorization doesn't guarantee below-NAV issuances will occur, it demonstrates shareholder confidence in management's capital allocation discipline. For context, many BDCs seek this approval annually as a standard practice, even if they have historically traded above NAV and never utilized the authority. The strong shareholder support suggests investors trust TSLX's management to exercise this flexibility judiciously and only when the long-term benefits outweigh the immediate dilutive impact.

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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): June 20, 2025

Sixth Street Specialty Lending, Inc.

(Exact name of registrant as specified in charter)

Delaware		001-36364		27-3380000
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
2100 McKinney Avenue, Suite 1500
Dallas, TX				75201
(Address of Principal Executive Offices)				(zip code)

Registrant’s telephone number, including area code: (469) 621-3001

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 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(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		TSLX		The 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 ☐

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 5.07 – Submission of Matters to a Vote of Security Holders

Special Meeting of Stockholders

On June 20, 2025, the Company reconvened a special meeting of stockholders. Stockholders considered one proposal as described in the Company’s proxy statement filed on April 10, 2025. The final results of the voting on the matter submitted to stockholders at the special meeting are set forth below.

Proposal 1 – Sales of Common Stock Below NAV. The stockholders approved the proposal to authorize the Company to sell or otherwise issue shares of its common stock at a price below its then-current net asset value per share in one or more offerings, in each case subject to the approval of its board of directors and subject to certain conditions as set forth in the proxy statement (including that the number of shares issued does not exceed 25% of the Company’s then-outstanding common stock immediately prior to each such offering), by the vote shown below.

The vote on the proposal, including affiliated and unaffiliated shares, was as follows:

Votes “For”		Votes “Against”		Abstentions		Broker Non-Votes
43,666,863		4,445,822		1,962,475		0

The vote on the proposal, adjusted to exclude 3,029,209 affiliated shares, was as follows:

Votes “For”		Votes “Against”		Abstentions		Broker Non-Votes
41,029,590		4,445,822		1,570,539		0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				SIXTH STREET SPECIALTY LENDING, INC.
				(Registrant)
Date: June 20, 2025				By:		/s/ Ian Simmonds
				Name:		Ian Simmonds
				Title:		Chief Financial Officer

FAQ

What did TSLX stockholders vote on in the June 20, 2025 special meeting?

At TSLX's special meeting on June 20, 2025, stockholders voted on a proposal to authorize the Company to sell shares of common stock below its net asset value (NAV) per share, subject to board approval and certain conditions including a 25% limit on new shares relative to outstanding shares before each offering.

What was the voting result for TSLX's below-NAV stock sale proposal?

The proposal was approved with 43,666,863 votes 'For', 4,445,822 votes 'Against', and 1,962,475 abstentions. Excluding affiliated shares, there were 41,029,590 votes 'For', 4,445,822 'Against', and 1,570,539 abstentions.

How many affiliated shares did TSLX exclude from the adjusted voting results?

TSLX excluded 3,029,209 affiliated shares when presenting the adjusted voting results for the below-NAV stock sale proposal.

What limitations were placed on TSLX's ability to sell shares below NAV?

The authorization includes two key limitations: 1) each below-NAV share sale must receive board of directors approval, and 2) the number of new shares issued cannot exceed 25% of TSLX's then-outstanding common stock immediately prior to each offering.