Business Context and Reporting Period
Company: Prospect Capital Corporation (PSEC)
Filing Type: Form 8-K (Current Report)
Date of Report: February 10, 2026
Event: Entry into a Material Definitive Agreement (Amendment No. 7 to the Dealer Manager Agreement).
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, or margins. The primary financial data relates to capital structure and offering capacity:
- Offering Capacity Increase: The aggregate liquidation preference for the preferred stock offering was increased from $2,250,000,000 to $2,646,457,550.
- Share Limit: The maximum number of preferred shares issuable under the amended agreement is 105,858,302 shares.
- Liquidation Preference: $25.00 per share for all series.
Material Changes Versus Prior Period
The filing details a material amendment to the existing Dealer Manager Agreement with Preferred Capital Securities, LLC:
- Discontinued Series: The Company is no longer offering the 5.50% Series A1, 5.50% Series M1, 5.50% Series M2, 6.50% Series A3, 6.50% Series M3, Floating Rate Series A4, and Floating Rate Series M4 Preferred Stock.
- Active Series: The offering now focuses on the 7.50% Series A5 and 7.50% Series M5 Preferred Stock.
- Capacity Expansion: The total offering size was expanded by approximately $396.5 million in aggregate liquidation preference.
Guidance, Outlook, and Risks
Management Commentary: The Company has executed an amendment to facilitate the continued offering of preferred stock under an automatic shelf registration statement (File No. 333-293349). The 7.50% Series A5 and M5 Preferred Stock will be offered pursuant to a prospectus supplement dated February 10, 2026.
Risks and Contingencies: The filing text does not explicitly detail new risks or contingencies beyond the standard legal opinion regarding the validity of the shares. The Company retains the ability to offer future series of Preferred Stock provided the aggregate share limit is not exceeded.
Investor Verification Checklist
- Verify the terms of the 7.50% Series A5 and M5 Preferred Stock in the prospectus supplement dated February 10, 2026.
- Confirm the full text of Amendment No. 7 to the Dealer Manager Agreement (Exhibit 1.1) for specific compensation or termination clauses.
- Review the automatic shelf registration statement (File No. 333-293349) for updated risk factors associated with the preferred stock offering.
- Monitor the Company's capitalization table to track the issuance of the remaining capacity under the 105,858,302 share limit.