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CAPITAL SOUTHWEST CORP

For the period ended Mar 31, 2025. Filed May 20, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed May 20, 2025

CSWC$23.61+0.5%Stored close · as of Nov 10, 2026

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Contents

Reports of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors of Capital Southwest Corporation and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of assets and liabilities of Capital Southwest Corporation and Subsidiaries (the Company), including the consolidated schedules of investments, as of March 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended March 31, 2025, the related notes to the consolidated financial statements, and the Schedule of Investments in and Advances to Affiliates of the Company listed in Schedule 12-14 for the year ended March 31, 2025 (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations, changes in net assets, and cash flows for each of the three years in the period ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America, and in our opinion, the related Schedule of Investments in and Advances to Affiliates, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated May 20, 2025, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of March 31, 2025 and 2024, by correspondence with the custodians or the portfolio companies and other appropriate procedures where replies were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Fair value of investments using significant unobservable inputs

As discussed in Note 4, at March 31, 2025, the fair value of the Company’s investments categorized as Level 3 investments within the fair value hierarchy (Level 3 investments) totaled $1,785.299 million. Level 3 investments represent investments whose values are based on unobservable inputs that are significant to the overall fair value measurement. Management estimates the fair value of the Company’s Level 3 investments by applying the methodologies outlined in Notes 2 and 4 to the financial statements.

We identified the fair value of Level 3 investments, excluding those valued using third party broker quotes as the significant unobservable input, as a critical audit matter because of the management judgment necessary to select the valuation techniques used to estimate the fair value of the Level 3 investments and to estimate the significant unobservable inputs used in those valuation techniques. Auditing the fair value of the Company’s Level 3 investments is complex and involved a high degree of auditor judgment and increased audit effort, including the use of valuation specialists, as the valuation techniques, unobservable inputs and assumptions used by management are highly judgmental and changes could have a significant impact on the fair value measurements of such investments.

The audit procedures we performed to address this critical audit matter included the following, among others:

We obtained an understanding of the relevant controls related to management’s valuation of Level 3 fair value measurements, including those related to management’s selection of valuation techniques and estimates of significant unobservable inputs, and tested such controls for design and operating effectiveness.

For a sample of investments, we performed the following procedures, among others:

We evaluated the appropriateness of the Company’s valuation techniques by reviewing the reasonableness of significant changes in those valuation techniques from the prior year-end, if applicable, and comparing the Company’s valuation techniques to those used by market participants.

We tested the reasonableness of assumptions used by management to estimate the unobservable inputs, including market yield, financial performance measures, and discount rates, by comparing these inputs to market information obtained from external sources.

For a sample of investments, we utilized valuation specialists to evaluate of the Company’s valuation techniques by comparing them to those used by market participants and testing the reasonableness of the assumptions used by management by comparing them to market data.

We evaluated the Company’s ability to estimate fair value by comparing the transaction price of available transactions occurring subsequent to the prior period valuation date against the fair value estimate determined by the Company in the prior period.

We evaluated subsequent events and other available information and considered whether this information corroborated or contradicted the Company’s year-end valuations.

Accounting for convertible notes

As described in Note 5, during the year ended March 31, 2025, the Company issued $230.0 million in aggregate principal amount of convertible notes (2029 Convertible Notes). The 2029 Convertible Notes bear interest at a rate of 5.125% per year and will mature on November 15, 2029, unless converted, redeemed or repurchased. The 2029 Convertible Notes contain embedded features, which are more fully described in Note 5, that could potentially be required to be separately recorded as a derivative liability. The evaluation of the accounting for embedded features in a convertible debt instrument requires application of complex accounting rules and consideration of number of factors to determine if any of those embedded features are required to be separately recorded as a derivative liability or could otherwise impact the financial statement classification of the convertible debt instrument.

We identified the Company’s evaluation of both the accounting treatment for the embedded features and financial statement classification of the 2029 Convertible Notes as a critical audit matter because of the complexity involved in management’s evaluation of the embedded features in the 2029 Convertible Notes and management’s interpretation of the applicable accounting rules. Auditing management’s accounting conclusion involved a high degree of auditor judgement and an increase in audit effort, including the use of an internal accounting specialist, due to the impact management’s conclusions have on the Company’s financial statements and related disclosures.

Our audit procedures related to the Company’s evaluation of the accounting treatment for the embedded features and financial statement classification of the 2029 Convertible Notes included the following, among others:

We tested the accuracy and completeness of the embedded terms identified by management by reading the Prospectus Supplement dated November 4, 2024, and related agreements.

With the assistance of an internal accounting specialist, we obtained management’s technical memoranda and evaluated the reasonableness of the conclusions reached by management of the accounting treatment of the embedded features as well as the classification of the 2029 Convertible Notes. Our assessment included:

Evaluation of the nature of the features of the host contract.

Evaluating the economic characteristics and risks of each embedded feature compared to the economic characteristics and risks of the host contract.

Determining the impact the embedded features may have on the classification of the 2029 Convertible Notes.

/s/RSM US LLP

We have served as the Company's auditor since 2017.

Chicago, Illinois

May 20, 2025

Report of Independent Registered Public Accounting Firm

Shareholders and the Board of Directors of Capital Southwest Corporation and Subsidiaries

Opinion on the Internal Control Over Financial Reporting

We have audited Capital Southwest Corporation and Subsidiaries' (the Company) internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of assets and liabilities, including the consolidated schedules of investments, as of March 31, 2025 and 2024, the related consolidated statements of operations, changes in net assets, and cash flows for each of the three years in the period ended March 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company and our report dated May 20, 2025 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Reports on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ RSM US LLP

Chicago, Illinois

May 20, 2025

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