{"url_path":"/sec/fsk/8-k/2026-06-29/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1422183/0001104659-26-078916-index.html","accession_number":"0001104659-26-078916","cik":"0001422183","ticker":"FSK","issuer_name":"FS KKR Capital Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1422183/0001104659-26-078916-index.html","primary_entity_key":"0001422183","primary_entity_name":"FS KKR Capital Corp"},"word_count":1604,"has_tables":true,"body_markdown":"**Item 3.03.**\n**Material Modification to Rights of Security Holders.**\n\n \n\nIn connection with the issuance of the Convertible Preferred Stock,\nthe Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation\nof the State of Maryland. The Convertible Preferred Stock is a series of the Company’s preferred stock, par value $0.001 per share.\n\n \n\nThe Convertible Preferred Stock ranks senior to the Common Stock with\nrespect to all liquidation, winding up, dissolution, dividend and distribution rights. The Convertible Preferred Stock has a liquidation\npreference equal to $25.00 per share (the “Liquidation Preference”), plus an amount equal to all accrued but unpaid dividends,\nif any, accumulated to (but excluding) the date fixed for distribution or payment, whether or not earned or declared by the Company, but\nexcluding interest on any such distribution or payment. Dividends on the Convertible Preferred Stock will be payable on a quarterly basis\nin an initial amount equal to 5.00% per annum of the Liquidation Preference per share, payable in cash or, at the Company’s option,\n7.00% per annum of the Liquidation Preference per share payable in additional shares of Convertible Preferred Stock; provided that the\nCompany shall be prohibited from paying dividends in additional shares of Convertible Preferred Stock if the conversion feature at the\ntime of issuance of such additional shares is equal to or greater than 10.00% of the value of the Convertible Preferred Stock. After the\n5.5-year anniversary of the issue date, the dividend rate will increase annually by 1.00% per annum. There is no cap on such 1.00% per\nannum increases.\n\n \n\nAfter the 6-month anniversary of the issue date, the Convertible Preferred\nStock will be convertible into (i) the number of shares of Common Stock equal to the quotient of (a) the Liquidation Preference,\nplus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest\non such dividends) to, but excluding, the date fixed for such conversion and (b) the conversion price as of the applicable conversion\ndate (which shall not be less than the NYSE Minimum Price (as defined below)), plus (ii) cash in lieu of fractional shares. The initial\nconversion price will equal $18.83; provided, however, that in no event shall the conversion price be less than the NYSE Minimum Price.\n\n \n\nAt any time, upon approval by the Company’s board of directors\n(the “Board”), including a majority of the independent directors, the Company may, at its election, redeem all or any part\nof the then-outstanding shares of Convertible Preferred Stock in cash at a price per share equal to the Liquidation Preference, plus an\namount equal to all accumulated but unpaid dividends, if any, accumulated to (but excluding) the date fixed for redemption, whether or\nnot earned or declared by the Company, but excluding interest on any such distribution or payment. At any time on or after the three-year\nanniversary of the issue date, upon approval by the Board, including a majority of the independent directors, so long as the volume weighted\naverage price of the Company’s shares of Common Stock on the NYSE for the 30 consecutive trading days ending on (and including)\nthe trading day immediately preceding the date on which the Company delivers notice of redemption equals or exceeds the conversion price\nthen in effect, the Company may, at its election, redeem all or any part of the then-outstanding shares of Convertible Preferred Stock\nby delivering shares of Common Stock in lieu of cash, at a redemption price equal to the Liquidation Preference, plus an amount equal\nto all accumulated but unpaid dividends, if any, accumulated to (but excluding) the date fixed for redemption, whether or not earned or\ndeclared by the Company, but excluding interest on any such distribution or payment, with the number of shares of Common Stock to be delivered\nper share of Convertible Preferred Stock equal to the quotient of (a) such redemption price per share and (b) the conversion\nprice as of the applicable redemption date, plus cash in lieu of any fractional shares. The holders of the Convertible Preferred Stock\nwill have the right to convert any of their shares prior to the date fixed for any such redemption.\n\n \n\nAt any time after the 6-year anniversary of the issue date, upon 90\ndays’ notice, any holder of shares of Convertible Preferred Stock will have the option, at its election, to require the Company\nto redeem any or all of the shares of Convertible Preferred Stock held by such holder for cash consideration equal to the Liquidation\nPreference of the shares of Convertible Preferred Stock to be redeemed, plus an amount equal to accumulated but unpaid dividends, if any,\non such shares (whether or not earned or declared, but excluding interest on such dividends) to, but excluding, the date fixed for such\nredemption. Any such holder will have the right to convert any shares of Convertible Preferred Stock held by it prior to the date fixed\nfor any such redemption.\n\n \n\n \n\n \n\n \n\nUpon the occurrence of a Change of Control of the Company (as defined\nin the Articles Supplementary), at the option of holders of a majority of the then-outstanding shares of Convertible Preferred Stock,\nthe Company will be required to redeem all of the then-outstanding shares of Convertible Preferred Stock upon 60 days’ notice\nfollowing the announcement or occurrence of such Change of Control, for cash consideration equal to the Liquidation Preference thereof,\nplus an amount equal to all accumulated but unpaid dividends thereon to, but excluding, the redemption date (whether or not earned or\ndeclared, but excluding interest). Holders of Convertible Preferred Stock will have the right to convert any of their shares prior to\nthe date fixed for such Change of Control redemption.\n\n \n\nPursuant to the Purchase Agreement, the Purchaser has agreed that,\nprior to June 29, 2027 (the date that is one year following the Closing) (the “Restriction Date”), it will not sell,\noffer, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to\npurchase, lend, otherwise transfer or dispose of or enter into any swap or other agreement, arrangement, hedge or transaction that transfers\nto another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of any Convertible Preferred Stock\nor shares of Common Stock into which the Convertible Preferred Stock has been or may be converted, subject to exceptions for (i) redemption\nof Convertible Preferred Stock by the Company pursuant to the Articles Supplementary and (ii) the Purchaser’s exercise of its\nconversion right pursuant to the Articles Supplementary. Following the Restriction Date, the Purchaser will be required to notify the\nBoard of any transfer substantially concurrently therewith.\n\n \n\nEach holder of Convertible Preferred Stock will be entitled to vote\non an as-converted basis on each matter submitted to a vote of stockholders of the Company. In addition, for so long as the Company is\nsubject to the Investment Company Act of 1940, as amended (the “1940 Act”), the holders of Convertible Preferred Stock, voting\nseparately as a single class, shall have the right to elect two (2) members of the Board at all times (initially designated as James\nH. Kropp and Elizabeth J. Sandler), and the balance of the directors shall be elected by the holders of shares of Common Stock and the\nConvertible Preferred Stock voting together; provided, however, if FS/KKR Advisor, LLC (the “Adviser”) is the Company’s\ninvestment adviser and the Purchaser or its affiliates beneficially own greater than 50% of the outstanding Convertible Preferred Stock,\nthe independent directors of the Company will be eligible to serve as directors elected separately by the holders of Convertible Preferred\nStock. If, at any time, accumulated dividends on the outstanding shares of Convertible Preferred Stock equal to at least two full years’\ndividends shall be due and unpaid, or if holders of any other preferred stock become entitled to elect a majority of directors of the\nCompany under the 1940 Act, then the number of directors constituting the Board shall automatically increase by the smallest number that,\nwhen added to the two directors elected exclusively by holders of the Convertible Preferred Stock, would constitute a majority of the\nBoard. During any such period, the holders of the Convertible Preferred Stock and any other preferred stock shall have the power to elect\nsuch additional directors, voting separately as a class.\n\n \n\n“NYSE Minimum Price” means the lower of (x) the official\nclosing price of the shares of Common Stock on the New York Stock Exchange (“NYSE”) immediately preceding the signing of the\nPurchase Agreement and (y) the average official closing price of the shares of Common Stock on the NYSE for the five trading days\nimmediately preceding the signing of the Purchase Agreement, in each case, as adjusted pursuant to certain anti-dilution adjustments.\n\n \n\nThe shares of Convertible Preferred Stock were offered and sold in\nreliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). These securities have\nnot been and will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered\nor sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of\nthe Securities Act, as applicable.\n\n \n\nThe description above is only a summary of the material provisions\nof the Articles Supplementary and is qualified in its entirety by reference to the copy of the Articles Supplementary, which is filed\nas Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference."}