FS KKR Capital Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by FS KKR Capital Corp. (FSK) on May 10, 2026. The filing primarily discloses the entry into a Material Definitive Agreement involving the issuance of new equity securities and references a press release issued on May 11, 2026, regarding results for the quarter ended March 31, 2026.
Key Financial Metrics and Capital Structure
- Capital Raise: Entered into a Purchase Agreement to sell $150,000,000 of cumulative convertible perpetual preferred stock to KKR Alternative Assets L.P.
- Dividend Rate: Initial dividend rate of 5.00% per annum (cash) or 7.00% per annum (in-kind shares), increasing annually by 1.00% after the 5.5-year anniversary.
- Liquidation Preference: $25.00 per share.
- Conversion Price: Initial conversion price of $18.83 per share of Common Stock.
- Common Stock Distribution: Announced a cash distribution of $0.42 per share on Common Stock, payable on or about July 2, 2026.
- Financial Results: The filing references a press release for the quarter ended March 31, 2026, but does not contain specific revenue, profit, cash flow, or margin figures within the text of this 8-K.
Material Changes and Transactions
The primary material change is the issuance of $150 million in Convertible Preferred Stock. The closing of this transaction is contingent upon the expiration of a concurrent third-party tender offer for up to $150 million of the Company's Common Stock and the expiration of the Hart-Scott-Rodino waiting period. Proceeds are intended for general corporate purposes, including funding a Common Stock repurchase program or debt repayment.
Outlook, Risks, and Governance
- Governance Rights: Holders of the Convertible Preferred Stock will have the right to elect two members of the Board of Directors. If dividends are in arrears for two full years, the Board size will automatically increase to allow preferred holders to elect a majority.
- Redemption Features: The Company may redeem the stock after 36 months if the stock price exceeds the conversion price. The Purchaser has a put option to require redemption after 6 years.
- Lock-up: The Purchaser is restricted from selling or transferring the Convertible Preferred Stock or underlying Common Stock for one year following issuance.
- Risks: Forward-looking statements are subject to risks including economic changes, geopolitical risks, natural disasters, and regulatory changes.
Investor Verification Checklist
- Verify the final closing date of the $150 million Convertible Preferred Stock issuance and the outcome of the concurrent Common Stock tender offer.
- Review the full text of the May 11, 2026 Press Release (Exhibit 99.1) for specific Q1 2026 financial results (revenue, net income, NAV) which are not detailed in this 8-K.
- Confirm the impact of the new preferred stock issuance on the Company's leverage ratios and liquidity position.
- Monitor the Company's ability to meet the 5.00% or 7.00% dividend obligations on the new preferred stock.
- Check for any updates regarding the Hart-Scott-Rodino antitrust review status.