{"url_path":"/sec/psec-pa/8-k/2026-05-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1287032/0001287032-26-000174-index.html","accession_number":"0001287032-26-000174","cik":"0001287032","ticker":"PSEC-PA","issuer_name":"PROSPECT CAPITAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1287032/0001287032-26-000174-index.html","primary_entity_key":"0001287032","primary_entity_name":"PROSPECT CAPITAL CORP"},"word_count":569,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement.\n\nOn May 8, 2026, Prospect Capital Corporation (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”), dated May 8, 2026, with Prospect Capital Management L.P., Prospect Administration LLC and A.G.P. / Alliance Global Partners (together with any additional sales agents that may be added under the Equity Distribution Agreement from time to time, the “Sales Agents”). The Equity Distribution Agreement provides that the Company may issue and sell up to $400,000,000 aggregate liquidation preference of shares of the Company’s 5.35% Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), from time to time through the Sales Agents, by means of transactions that are deemed to be part of an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), by means of ordinary brokers’ transactions that qualify for the prospectus delivery exception pursuant to Rule 153 under the Securities Act, or such other sales as may be agreed by the Company and the Sales Agents, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices (the “Offering”). The Sales Agents will receive a commission from the Company of up to 2.0% of the gross sales price of any shares of Series A Preferred Stock sold through the Sales Agents under the Equity Distribution Agreement.\n\nAlthough the Company has filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated as of May 8, 2026, pursuant to which the Company may issue and sell up to $400,000,000 aggregate liquidation preference of shares of Series A Preferred Stock (the “Prospectus Supplement”), the Company has no obligation to sell any shares of Series A Preferred Stock under the Equity Distribution Agreement, and may at any time suspend the offering of shares of Series A Preferred Stock under the Equity Distribution Agreement. 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 Series A Preferred Stock and determinations by the Company of its need for and the appropriate sources of additional capital.\n\nThe Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, conditions to the Sales Agents’ obligations, indemnification rights and obligations of the parties and termination provisions.\n\nThe foregoing description is only a summary of the material provisions of the Equity Distribution Agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, filed as Exhibit 1.1 to this current report on Form 8-K and incorporated by reference herein.\n\nThe shares of Series A Preferred Stock, if any, will be issued and sold pursuant to the Prospectus Supplement and the Company’s Registration Statement on Form N-2 (File No. 333-293349) that was filed with the SEC on February 10, 2026.\n\nThis Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction."}